FORM  10-Q

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 29, 2019

 

COMMISSION FILE NUMBER: 001-7829

 

BOWL AMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

 

MARYLAND

54-0646173

(State of Incorporation)

(I.R.S.Employer Identification No.)

 

6446 Edsall Road, Alexandria, Virginia  22312

(Address of principal executive offices)(Zip Code)

 

(703) 941-6300

(Registrant's telephone number including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405) of this chapter during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes X No __

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “ large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer __ Accelerated Filer __

Non-Accelerated Filer __ Smaller Reporting Company X Emerging Growth Company __

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. __

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)

    Yes __    No X

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

 

  

Shares Outstanding at

  

November 10, 2019

Class A Common Stock,

  

$.10 par value

3,746,454

  

  

Class B Common Stock,

  

$.10 par value

1,414,517

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class  

Trading Symbol(s)  

Name of each exchange on which registered  

Class A Common stock (par value $.10)

BWL-A

NYSE American

 

 

 

 

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 

  BOWL AMERICA INCORPORATED AND SUBSIDIARIES

  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

  (Unaudited)

                                    

   

Thirteen Weeks Ended

 
   

September 29,

   

September 30

 
   

2019

   

2018

 

Operating Revenues:

               

Bowling and other

  $ 3,609,673     $ 3,833,291  

Food, beverage and merchandise sales

    1,514,938       1,608,177  

Total Operating Revenue

    5,124,611       5,441,468  
                 

Operating Expenses:

               

Employee compensation and benefits

    2,735,214       2,741,653  

Cost of bowling and other services

    1,602,173       1,536,746  

Cost of food, beverage and merchandise sales

    444,032       483,527  

Depreciation and amortization

    235,178       232,130  

General and administrative

    268,099       207,660  

Total Operating Expenses

    5,284,696       5,201,716  
                 

Operating Income

    (160,085

)

    239,752  
                 

Interest, dividend and other income

    106,457       105,421  

Change in value of investments

    429,053       238,278  
                 

Earnings before provision for income tax

    375,425       583,451  
                 

Provision for income tax

    90,100       143,070  
                 

Net Earnings

  $ 285,325     $ 440,381  
                 

Net Earnings per share-basic & diluted

    .06       .09  
                 

Weighted average shares outstanding

    5,160,971       5,160,971  
                 

Dividends paid

  $ 903,170     $ 877,365  
                 

Per share, dividends paid, Class A

  $ .175     $ .17  
                 

Per share, dividends paid, Class B

  $ .175     $ .17  

 

The operating results for the thirteen (13) week period ended September 29, 2019 are not necessarily indicative of results to be expected for the year.  See notes to condensed consolidated financial statements.

 

2

 
 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

 

   

As of

 
   

September 29,

   

June 30,

 
   

2019

   

2019

 

ASSETS

 

CURRENT ASSETS:

               

Cash and cash equivalents

  $ 1,124,148     $ 269,844  

Short-term investments

    134,130       433,249  

Marketable investment securities

    6,474,494       7,029,916  

Inventories

    518,386       518,121  

Prepaid expenses and other

    202,671       740,476  

Income taxes refundable

    446,402       441,402  

TOTAL CURRENT ASSETS

    8,900,231       9,433,008  

LAND, BUILDINGS & EQUIPMENT, net of accumulated depreciation of $40,775,934 and $41,706,408

    18,109,049       18,141,526  
                 

OTHER ASSETS:

               

Right to use asset

    1,931,101       -  

Cash surrender value-life insurance

    747,102       747,102  

Other

    67,315       67,315  

TOTAL OTHER ASSETS

    2,745,518       814,417  

TOTAL ASSETS

  $ 29,754,798     $ 28,388,951  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

               

Accounts payable

  $ 417,398     $ 820,491  

Accrued expenses

    760,134       1,032,823  

Dividends payable

    903,170       903,170  

Other current liabilities

    1,091,804       308,794  

TOTAL CURRENT LIABILITIES

    3,172,506       3,065,278  

Lease liability

    1,787,424       -  

DEFERRED INCOME TAXES

    1,492,547       1,403,507  

TOTAL LIABILITIES

    6,452,477       4,468,785  
                 

COMMITMENTS AND CONTINGENCIES

               
                 

STOCKHOLDERS' EQUITY

               

Preferred stock, par value $10 a share: Authorized and unissued, 2,000,000 shares

    -       -  

Common stock, par value $.10 a share: Authorized, 10,000,000 shares

               

Class A issued and outstanding 3,746,454

    374,645       374,645  

Class B issued and outstanding 1,414,517

    141,452       141,452  

Additional paid-in capital

    7,854,108       7,854,108  

Retained earnings

    14,932,116       15,549,961  

TOTAL STOCKHOLDERS' EQUITY

    23,302,321       23,920,166  
                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 29,754,798     $ 28,388,951  

 

See notes to condensed consolidated financial statements.

 

3

 
 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS  OF CASH FLOWS

(Unaudited)

 

   

Thirteen Weeks Ended

 
   

September 29,

   

September 30,

 
   

2019

   

2018

 

Cash Flows From Operating Activities

               

Net income

  $ 285,325     $ 440,381  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    235,178       232,130  

Amortization of right to use asset

    46,422       -  

Increase in deferred taxes

    89,040       60,070  

Unrealized gain on marketable securities

    (424,849

)

    (238,278

)

Net purchases of marketable securities

    (10,242

)

    (13,515

)

Gain on sale of trading securities

    (9,487

)

    -  

Changes in assets and liabilities

               

Increase in inventories

    (265

)

    (70,153

)

Decrease in prepaid & other

    537,805       429,378  

Decrease in accounts payable

    (403,093

)

    (385,483

)

Decrease in accrued expenses

    (272,689

)

    (387,061

)

(Increase) decrease in income taxes refundable

    (5,000

)

    56,000  

Increase in other current liabilities

    635,914       664,539  

Decrease in lease liability

    (43,003

)

    -  

Net cash provided by operating activities

    661,056       788,008  
                 

Cash Flows From Investing Activities

               

Net expenditures for land, building and equipment

    (202,701

)

    (7,689

)

Net sales & maturities of short-term investments

    299,119       99,121  

Proceeds from sale of securities

    1,000,000       -  

Net cash provided by investing activities

    1,096,418       91,432  
                 

Cash Flows From Financing Activities

               

Payment of cash dividends

    (903,170

)

    (877,365

)

Net cash used in financing activities

    (903,170

)

    (877,365

)

                 

Net Change in Cash and Equivalents

    854,304       2,075  
                 

Cash and Cash Equivalents, Beginning of period

    269,844       1,008,433  
                 

Cash and Cash Equivalents, End of period

  $ 1,124,148     $ 1,010,508  
                 
                 

Supplemental Disclosures of Cash Flow Information

               

Cash Paid During the Period for:

               

Income taxes

  $ 5,000     $ 27,000  

 

See notes to condensed consolidated financial statements.

 

4

 
 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

   

COMMON STOCK

           

Accumulated

         
   

Class A

Shares

   

Class A

Amount

   

Class B

Shares

   

Class B

Amount

   

Additional

Paid-In

Capital

   

Other

Comprehensive Earnings

   

Retained

Earnings

 

Balance, July 1, 2018

    3,746,454     $ 374,645       1,414,517     $ 141,452     $ 7,854,108     $ 2,102,745     $ 14,010,725  

Cash dividends paid

    -       -       -       -       -       -       (903,170

)

Reclassification of unrealized gain on available-for-sale securities from other comprehensive income to retained earnings     -       -       -       -       -       (2,102,745

)

    2,102,745  

Net earnings for the quarter

    -       -       -       -       -       -       440,381  

Balance, September 30, 2018

    3,746,454     $ 374,645       1,414,517     $ 141,452     $ 7,854,108     $ 0     $ 15,650,681  

 

 

 

 

 

   

COMMON STOCK

           

Accumulated

         
   

Class A

Shares

   

Class A

Amount

   

Class B

Shares

   

Class B

Amount

   

Additional

Paid-In

Capital

   

Other

Comprehensive

Earnings

   

Retained

Earnings

 

Balance, June 30, 2019

    3,746,454     $ 374,645       1,414,517     $ 141,452     $ 7,854,108     $ -     $ 15,549,961  

Cash dividends paid

    -       -       -       -       -       -       (903,170

)

Net earnings for the quarter

    -       -       -       -       -       -       285,325  

Balance, September 29, 2019

    3,746,454     $ 374,645       1,414,517     $ 141,452     $ 7,854,108     $ -     $ 14,932,116  

 

The accompanying notes to the consolidated financial statements are an integral part of these financial statements.

 

5

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Weeks Ended

September 29, 2019

(Unaudited)

 

 

 

1.  Basis for Presentation

 

The accompanying unaudited condensed consolidated financial statements of Bowl America Incorporated and subsidiaries (the "Company"), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  The condensed consolidated balance sheet as of June 30, 2019 has been derived from the Company's audited financial statements.  Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 2019.

 

 

2.  Investments

 

The Company’s investments are categorized as current assets. Short-term investments consist of certificates of deposits and treasury bills with maturities of generally three months to one year. Equity securities consist primarily of telecommunications stocks and a mutual fund that invests in federal agency mortgage backed securities (Ginnie Mae). The fair value of the Company’s investments at September 29, 2019 and June 30, 2019 were as follows:

 

 

 

September 29, 2019                        

Description

 

Fair Value

   

Cost basis

   

Unrealized Gain

(Loss)

 

Short-term investments

  $ 134,130     $ 134,130     $ -  

Equity securities

  $ 5,522,733     $ 1,279,914     $ 4,242,819  

Mutual funds

  $ 951,761     $ 941,141     $ 10,620  
June 30, 2019                        

Description

 

Fair Value

   

Cost basis

   

Unrealized Gain

 

Short-term investments

  $ 433,249     $ 433,249     $ -  

Equity securities

  $ 5,100,341     $ 1,279,914     $ 3,820,427  

Mutual funds

  $ 1,929,575     $ 1,921,413     $ 8,162  

 

6

 

 

The fair values of the Company’s investments were determined as follows:

 

September 29, 2019         Significant          

Description

 

Quoted

Price for

Identical Assets

(Level 1)

   

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
                         

Certificates of deposits and Treasury Bills

  $ -     $ 134,130     $ -  

Equity securities

    5,522,733       -       -  

Mutual funds

    951,761       -       -  
                         

Total

  $ 6,474,494     $ 134,130     $ -  

June 30, 2019

        Significant          

Description

 

Quoted

Price for

Identical Assets

(Level 1)

   

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
                         

Certificates of deposits

  $ -     $ 433,249     $ -  

Equity securities

    5,100,341       -       -  

Mutual funds

    1,929,575       -       -  
                         

Total

  $ 7,029,916     $ 433,249     $ -  

 

The equity securities portfolio includes the following stocks:

 

AT&T shares

    82,112  

Manulife shares

    2,520  

Uniti shares

    815  

NCR shares

    774  

Teradata shares

    774  

Vodafone shares

    6,471  

CenturyLink shares

    4,398  

Frontier Communications shares

    300  

Sprint shares

    40,000  

Verizon shares

    31,904  

Windstream shares

    135  

 

 

The Mutual fund included in the table above is Vanguard GNMA Admiral Shares #536 fund. The fair value of certificates of deposits is estimated using present value techniques and comparing the values derived from those techniques to certificates with similar values.

 

 

3.     Leasing arrangements

 

As of September 29, 2019, the Company leases one bowling center.  The lease is classified as an operating lease in accordance with ASU 2016-02.  For the first quarter ended September 29, 2019, the Company recorded amortization of its right to use asset under the related lease of $46,422 which is included as a component of rent expense.  The related lease liability at September 29, 2019 was $1,934,520. The current portion of the lease liability of $147,096 is included in other current liabilities on the accompanying condensed consolidated balance sheet. 

 

 

4.  Commitments and Contingencies

 

The Company’s purchase commitments at September 29, 2019, are for materials, supplies, services and equipment as part of the normal course of business.

 

7

 

 

 

5.  Employee benefit plans

 

The Company has two defined contribution plans with Company contributions determined by the Board of Directors.  The Company has no defined benefit plan or other postretirement plan.

 

 

 

5. New Accounting Standards

 

In February 2016, the FASB issued guidance on leases which requires entities to recognize right-of-use assets and lease liabilities on the balance sheet for the rights and obligations created by all leases, including operating leases, with terms of more than 12 months. The new guidance also requires additional disclosures on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. This amendment is effective for the Company’s fiscal year ending June 2020 with early adoption permitted. The Company adopted this standard effective July 1, 2019. The result was the recognition of a right to use asset of $1,977,523 and a corresponding lease liability for the same amount.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which creates a single, comprehensive revenue recognition model for all contracts with customers. Under this ASU and subsequently issued amendments, an entity should recognize revenue to reflect the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods and services. ASU 2014-9 may be adopted either retrospectively or on a modified retrospective basis. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. The FASB permits early adoption of the standard, but not before the original effective date of December 15, 2016. The Company adopted the standard effective July 2, 2018 and determined there was no material effect on the financial statements.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. As part of the FASB's disclosure framework project, it has eliminated, amended and added disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period.  The Company does not believe it will materially impact the disclosures.

 

 

6.  Reclassifications

 

Certain previous year amounts have been reclassified to conform with current year presentation.

 

8

 
 

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business, our sales and the industry in which we operate and our management’s beliefs and assumptions. These statements are not guarantees of future performance or development and involve risks, uncertainties and other factors that are in some cases beyond our control. The forward-looking statements included in this Quarterly Report on Form 10-Q are made as of the date hereof. We are under no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company views a strong financial position as a major benefit to shareholders and emphasizes payment of dividends as

part of its financial plan.  A portion of earnings has consistently been invested to create a reserve to protect the Company in downturns in business, to capitalize on opportunities for expansion and modernization, to provide a secure source of income and to provide a predictable return to its owners.  For these reasons, the Company prefers a conservative approach to investing rather than taking greater risk for possible rapid growth.  The Company balances market volatility by using both fixed income and equity investments in managing its reserve funds. Any equity security is subject to price fluctuation, however, the stocks held by the Company have historically had relatively low volatility. The Company has long been invested in a Government National Mortgage Association (“Ginnie Mae”) fund and domestically domiciled stocks with the perceived potential of appreciation, primarily telecommunications stocks. The Company considers that this diversity also provides a measure of safety of principal.

 

With the exception of 13,120 shares of Verizon, the common stocks in our portfolio have come from spin-offs, mergers and acquisitions of AT&T and United Telecommunications (now Sprint) purchased in 1979 and 1984 and one insurance company acquired at no cost when the company demutualized. While not all stocks in the portfolio are domestic American companies any longer, since the original purchases at an approximate cost of $630,000, we have received approximately $967,000 from mergers and sales and over $5,300,000 in dividends, the majority of which were tax favored in the form of exclusion from federal taxable income. While the exclusion continues into this fiscal year the Tax Cuts and Jobs Act (“Tax Act”) reduces the percent excludable. These marketable securities are carried at their fair value on the last day of each reporting period. The value of the securities on September 29, 2019 was approximately $5.5 million. The value of securities held at June 30, 2019 was approximately $5.1 million. Effective July 2, 2018 these securities were reclassified to current assets from long-term marketable securities.

 

The Company’s original investment in the Vanguard GNMA bond fund began in 1988 with purchases of shares in the fund totaling approximately $1,400,000 and has been viewed as a reserve source of income as stated above. The fund is carried at fair value on the last day of the reporting period. At September 29, 2019, the value was approximately $952,000. In August 2019 approximately $1,000,000 of the fund was redeemed to meet the August 2019 dividend payment.

 

Short-term investments including any Certificates of Deposits, Treasury Bills and cash and cash equivalents totaled $1,258,278 at September 29, 2019 compared to $703,093 at June 30, 2019.

 

The Company’s position in all the above investments is a source of capital for possible expansion. Potential volatility in the trading prices of the marketable securities held by the Company could impact the Company’s opportunities for expansion. The Board of Directors reviews the portfolio and any use of this reserve at its quarterly meetings.

 

The Company closed its leased Mathis Avenue location in Manassas, Virginia, which had been operating with a negative cash flow, on July 28, 2019. Most of the equipment was transferred to our other locations.

 

During the three-month period ended September 29, 2019, the Company expended approximately $203,000 for the purchase of building, entertainment and restaurant equipment. The Company has no current plans to obtain additional third party funding as cash and cash flows are sufficient to finance all contemplated purchases and to meet short-term purchase commitments and operating lease commitments.

 

The first quarter decreases in the categories of Prepaid expenses and other and of Accounts Payable were attributable primarily to the timing of the payments including compensation, insurance and taxes and for contributions to benefit plans.

 

9

 

 

Current liabilities generally increase during the first three quarters of the fiscal year as bowling leagues deposit prize fund monies with the Company throughout the league season. These funds are returned to the leagues at the end of the bowling season, generally in the fourth quarter. At September 29, 2019, league deposits of approximately $766,000 were included in the current liabilities category.

 

Cash flow provided by operating activities in the thirteen weeks ended September 29, 2019 was $661,000 which, along with cash on hand and the redemption of a portion of the GNMA fund, mentioned above, was sufficient to meet day-to-day cash needs and pay dividends. Cash dividends of approximately $903,170, or $.175 per share, were paid to shareholders during the three-month period ended September 29, 2019.  In September 2019, the Company declared a regular quarterly dividend of $.175 per share, payable November 14, 2019.  The economic climate is part of the consideration at the Directors’ quarterly reviews of future estimates of cash flows. The Board of Directors decides the amount and timing of any dividend at its quarterly meeting based on its appraisal of the state of the business and estimate of future opportunities at such time.

 

Overview

 

The Company is in the entertainment business which, by its nature, has ups and downs based on consumer tastes and preferences.  Generally, promotional and open play bowling which depends on the public’s discretionary budget dollars and their choices, accounts for more than half of our business. While bowling has the advantage of being an entertainment that is close to home and relatively inexpensive, new forms of sports and entertainment are offered to the public continually creating challenges, but our response is helped by having the resources to be able to promote the sport. Weather is also a factor, especially for casual bowlers.  While extreme heat or rainy weather prompt people to look for indoor activities, heavy snow storms can keep customers from reaching the centers. Postponed league games are made up later in the season, but lost open play income is never recovered.  The Company operates primarily in the Washington, DC area where its business is vulnerable to sequestration or other downsizing of the federal government.

 

RESULTS OF OPERATIONS

 

The following table sets forth the items in our consolidated summary of operations for the fiscal quarters ended September 29, 2019 and September 30, 2018, and the dollar and percentage changes therein.

 

   

Thirteen weeks ended

 
   

September 29, 2019 and September 30, 2018

 
   

Dollars in thousands

 
   

2019

   

2018

   

Change

   

% Change

 

Operating Revenues:

                               

Bowling and other

  $ 3,610     $ 3,833     $ (223

)

    (5.8

)

Food, beverage and merchandise sales

    1,515       1,608       (93

)

    (5.8

)

      5,125       5,441       (316

)

    (5.8

)

Operating Expenses:

                               

Employee Compensation and benefits

    2,736       2,741       (5

)

    (0.2

)

Cost of bowling and other services

    1,602       1,537       65       4.2  

Cost of food, beverage and merchandise sales

    444       483       (39

)

    (8.1

)

Depreciation and amortization

    235       232       3       1.3  

General and administrative

    268       208       60       28.8  
      5,285       5,201       84       1.6  
                                 

Operating (loss) income

    (160

)

    240       (400

)

    (166.7

)

                                 

Interest, dividend and other income

    106       105       1       0.1  

Change in market value of marketable securities

    429       238       191       80.3  

Earnings before income taxes

    375       583       (208

)

    (35.7

)

Income taxes

    90       143       (53

)

    (37.1

)

Net Earnings

  $ 285     $ 440     $ (155

)

    (35.2

)

 

10

 

 

For the thirteen week period ended September 29, 2019, net earnings were $285,325, or $.06 per share and for the prior year period ended September 30, 2018 net earnings were $440,000 or $.09 per share. Eighteen locations were in operation in the first month of the current year quarter, before the Manassas closing mentioned above, and throughout the prior year quarter. Expenses related to closing were approximately $104,000 in the quarter. The bowling business is seasonal and the first quarter which includes summer months is typically the slowest. Management believes that good weather and rain free weekends throughout much of the first quarter of fiscal 2020 contributed to a decline in open play bowling. The operating results for the fiscal 2020 period included in this report are not necessarily indicative of results to be expected for the year.

 

Operating Revenues

 

Total operating revenues decreased 5.8% or $316,000 to $5,125,000 in the thirteen-week period ended September 29, 2019, compared to an increase of 3.3% or $177,000 to $5,441,000 in the three-month period ended September 30, 2018.  Bowling and other revenue decreased $223,000 or 5.8% in the current year fiscal quarter compared to an increase of $85,000 or 2.3% in the comparable prior year quarter. Food, beverage and merchandise sales were down $93,000 or 5.8% in the current year quarter compared to an increase of $92,000 or 6.0% in the prior year comparable quarter.  Cost of sales decreased $39,000 in the current year three-month period.

 

Operating Expenses

 

Operating expenses increased $84,000 or 1.6% to $5,285,000 in the three-month period ended September 29, 2019 compared to an increase of $133,000 or 2.6% to $5,201,000 in the prior year quarter ended September 30, 2018.  Employee compensation and benefits were down $5,000 or 0.2% and up $57,000 or 2.1% in the fiscal first quarters of 2020 and 2019, respectively. Included in this category of expense are contributions to our two benefit plans, both of which are defined contribution plans. There is no additional obligation beyond the current year contribution.

 

Cost of bowling and other services increased $65,000 or 4.2% in the quarter ended September 29, 2019 versus an increase of $69,000 or 4.7% in the comparable quarter ended September 30, 2018. Maintenance and repair costs increased $15,000 or 7.5% and $11,000 or 5.6% in the current year and prior year quarters, respectively. Both the current and prior year periods included roof and building repairs at several locations. Advertising costs decreased $19,000 or 18.4% in the quarter ended September 29, 2019.  Utility costs were flat in the current period versus a decrease of $8,000 or 2.0% in the prior year quarter. Supplies and services expenses were up $26,000 or 15.8% in part related to closing costs at Manassas in the current year period and were flat in the prior period.

 

Depreciation and amortization expense increased $3,000 or 1.3% period ended September 29, 2019 due to increased capital purchases.

 

The quarter ended September 29, 2019 resulted in a net operating loss of $160,000 which includes approximately $104,000 in one-time expenses related to the closing of the Manassas location. Operating income was $240,000 in the prior year period.

 

Interest, Dividend and Other Income

 

Interest, dividend and other income increased $1,000 to $106,000 in the three month period ended September 29, 2019.

 

Income taxes

 

The Tax Act of December 2017 reduced the federal corporate tax rate from 34% to 21%. Taxes for both the current year and prior year quarters ended September 29, 2019 and September 30, 2018 reflect the reduced rate.

 

 

CRITICAL ACCOUNTING POLICIES

 

Management has identified accounting for marketable investment securities as a critical accounting policy due to the significance of the amounts included in the Company’s balance sheet under the captions of Short-term investments and Marketable investment securities.  The Company exercises judgment in determining their fair value.  The Company records these investments at their fair value with the unrealized gain or loss recorded in income or loss in the current period.  

 

Management has identified accounting for the impairment of long-lived assets as a critical accounting policy due to the significance of the amounts included in the Company’s balance sheet under the caption of Land, Buildings and

Equipment.  The Company reviews long-lived assets whenever events or changes indicate that the carrying amount of an asset may not be recoverable.  In making such evaluations, the Company compares the expected future cash flows to the carrying amount of the assets.  An impairment loss equal to the difference between the assets’ fair value and carrying value is recognized when the estimated future cash flows are less than the carrying amount.

 

11

 

 

ITEM 4. CONTROLS AND PROCEDURES.

 

The Company’s Interim Chief Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures are effective based on her evaluation of such controls and procedures as of September 29, 2019. There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended September 29, 2019, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

12

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

S.E.C. FORM 10-Q

 

PART II - OTHER INFORMATION

 

 

 

Item 6.  Exhibits.

 

20

Press release issued November 12, 2019 (furnished herewith)

  

  

31

Certification of Interim Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith

  

  

32

Written Statement of the Interim Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350 filed herewith

   

101

Interactive data files for the thirteen weeks ended September 29, 2019 in eXtensible Business Reporting Language

 

 

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  

Bowl America Incorporated

  

 

(Registrant)

  

 

  

  

 

  

Date: November 12, 2019

By:

/s/ Cheryl A. Dragoo

  

 

Cheryl A. Dragoo, Interim CEO and CFO

 

13

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