-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qwf3sSEQ/8WWtVldMF5pO/EKeyGnwvtWF0uilLgRi0mrs8GASlaA/zXcypbWhCA2 REEcX4erZH3P20vNkc46pQ== <SEC-DOCUMENT>0000013573-96-000006.txt : 19960930 <SEC-HEADER>0000013573-96-000006.hdr.sgml : 19960930 ACCESSION NUMBER: 0000013573-96-000006 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960927 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOWL AMERICA INC CENTRAL INDEX KEY: 0000013573 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 540646173 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07829 FILM NUMBER: 96635571 BUSINESS ADDRESS: STREET 1: 6446 EDSALL RD CITY: ALEXANDRIA STATE: VA ZIP: 22312 BUSINESS PHONE: 7039416300 MAIL ADDRESS: STREET 1: P O BOX 1288 STREET 2: P O BOX 1288 CITY: SPRINGFIELD STATE: VA ZIP: 22151 </SEC-HEADER> <DOCUMENT> <TYPE>10-K405 <SEQUENCE>1 <DESCRIPTION>FORM 10-K FOR FISCAL YEAR 1996 <TEXT> <PAGE> SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1996 Commission file Number 1-7829 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 Securities Registered Pursuant to Section 12(b) of the Act: Title of Class Name of Exchange on which registered Common stock (par value $.10) American Stock Exchange 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K, Section 229.405 of this Chapter, is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive Proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. YES [X] NO [ ] As of August 13, 1996, 4,146,310 Class A common shares were outstanding, and the aggregate market value of the common shares (based upon the closing price of these shares on the American Stock Exchange) of Bowl America Incorporated held by nonaffiliates was approximately $29 million; 1,536,146 Class B common shares were outstanding. Class B common shareholders have the right to convert their Class B common to Class A common stock on a share for share basis. If the Class B shares were converted to Class A shares as of August 13, 1996, the total aggregate market value for both classes of common stock would be approximately $40 million. (This includes the amount of shares held by all officers and directors as a group and by anyone known to own more than 5% of the stock.) <PAGE> DOCUMENTS INCORPORATED BY REFERENCE Portions of registrant's definitive proxy statements, which will be filed with the Commission not later than 120 days after June 30, 1996 are incorpor- ated into Part III of this Form 10-K. Portions of Bowl America's 1996 Annual Report are incorporated by reference in Part II, Items 5,6,7 and 8. <PAGE> BOWL AMERICA INCORPORATED INDEX TO FISCAL 1996 10-K FILING PART I Page Cover Page Documents Incorporated by Reference Index ITEM 1. Business (a) General Development of Business 1 (b) Financial Information about Industry Segments 1 (c) Narrative Description of Business 1 (d) Foreign Operations 1 ITEM 2. Properties 2 ITEM 3. Legal Proceedings 2 ITEM 4. Submission of Matters to a Vote of Security Holders 2 PART II ITEM 5. Market for Registrant's Common Stock and Related Security Holder Matters 2 ITEM 6. Selected Financial Data 2 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 2 ITEM 8. Financial Statements and Supplementary Data 2 ITEM 9. Changes in and Disagreements with Accountants and Financial Disclosure 2 PART III ITEM 10.Directors and Executive Officers of the Registrant 3 ITEM 11.Executive Compensation 3 ITEM 12.Security Ownership of Certain Beneficial Owners and Management (a) Security Ownership of Certain Beneficial Owners 3 (b) Security Ownership of Management 3 (c) Changes in Control 3 <PAGE> BOWL AMERICA INCORPORATED INDEX TO FISCAL 1996 10-K FILING PART III continued Page ITEM 13.Certain Relationships and Related Transactions (a) Transactions with Management and Others 3 (b) Certain Business Relationships 3 (c) Indebtedness of Management 3 (d) Transactions with Promoters 3 PART IV ITEM 14.Exhibits, Financial Statements and Reports on Form 8-K (a)1. Financial Statements 3 (a)2. Exhibits 4 (b) Reports on Form 8-K 4 Signatures 5-6 <PAGE> PART I ITEM 1. BUSINESS (a) General Development of Business Bowl America Incorporated (herein referred to as the Company) was incorporated in 1958. The Company commenced business with one bowling center in 1958, and at the end of the past fiscal year, the Company and its wholly- owned subsidiaries operated 25 bowling centers. It is in the process of enlarging its bowling center in Dranesville, Virginia from 32 lanes to 48 lanes. The Company's bowling center in Silver Hill, Maryland was closed in May 1995 as a result of its condemnation in conjunction with the expansion of the Metro Subway System. The Company is seeking other new bowling locations. (b) Financial Information about Industry Segments The Company has no segments in different industries. Its principal source of revenue consists of fees charged for the use of bowling lanes and other facilities and from the sale of food and beverages for consumption on the premises. Merchandise sales, including food and beverages, were approximately 31% of operating revenues. The balance of operating revenues (approximately 69%) represents fees for bowling and related services. (c) Narrative Description of Business As of September 1, 1996 the Registrant and its subsidiaries operated 14 bowling centers in the greater metropolitan area of Washington, D.C., three bowling centers in the greater metropolitan area of Baltimore, Maryland, two bowling centers in the greater metropolitan area of Orlando, Florida, three bowling centers in the greater metropolitan area of Jacksonville, Florida, and three bowling centers in the greater metropolitan area of Richmond, Virginia. These 25 bowling centers contain a total of 936 lanes. When the expansion of the Dranesville center is completed, the 25 bowling centers will contain 952 lanes. These establishments are fully air-conditioned with facilities for service of food and beverages, game rooms, rental lockers, and playroom facilities. All centers provide shoes for rental, and bowling balls are provided free. In addition, each center retails bowling acessories. The bowling equipment essential for the Company's operation is readily available. The major source of its equipment is Brunswick Corporation. The bowling business is a seasonal one, and most of the business takes place from October through May. It is highly competitive, but the Company has managed to maintain its position in the field. The principal method of competition is the quality of service furnished to the Company's customers. Its primary competitors are two large bowling equipment manufacturers, Brunswick Corporation and AMF, Inc. Compliance with federal, state and local environmental protection laws has not materially affected the Company. The number of persons employed by the Company and its subsidiaries is approximately 800. (d) Foreign Operations The Company has no foreign operations. <PAGE> ITEM 2. PROPERTIES The Company's general offices are located at 6446 Edsall Road, Alexandria, Virginia 22312. Nine of the Company's bowling centers are located in leased premises, and the remaining sixteen centers (including the new center in Gaithersburg, Maryland) are owned by the Company. The Company's leases, giving effect to option renewal periods, expire from 1997 through 2014 and the remainder there- after. In addition to the above, there is one ground lease which expires in 2058. The specific locations of the bowling centers are discussed under Item 1 (c). ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings other than ordinary routine litigation incidental to the business. There were no legal proceedings terminated during the fourth quarter ended June 30, 1996. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter ended June 30, 1996. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS The information set forth in the section entitled "Market Information", "Holders", and "Dividends" on page 3 of the Company's June 30, 1996 Annual Report is incorporated by reference herein. ITEM 6. SELECTED FINANCIAL DATA The information set forth in the section entitled "Selected Financial Data" on page 3 of the Company's June 30, 1996 Annual Report is incorporated by reference herein. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information set forth in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 2 of the Company's June 30, 1996 Annual Report is incorporated by reference herein. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements and related notes thereto, the Independent Auditors' Report and the Selected Quarterly Financial Data (unaudited), as contained on pages 4 through 10 of the Company's June 30, 1996 Annual Report, are incorporated by reference herein. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None <PAGE> PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item regarding directors is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. ITEM 11. EXECUTIVE COMPENSATION Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K (a)1. Financial Statements The following consolidated financial statements of Bowl America Incorporated and its subsidiaries are incorporated by reference in Part II, Item 8: Independent auditors' report Consolidated balance sheets - June 30, 1996 and July 2, 1995 Consolidated statements of earnings - years ended June 30, 1996, July 2, 1995, and July 3, 1994 Consolidated statements of stockholders' equity - years ended June 30, 1996, July 2, 1995, and July 3, 1994 Consolidated statements of cash flows - years ended June 30, 1996, July 2, 1995, and July 3, 1994 Notes to the consolidated financial statements - years ended June 30, 1996, July 2, 1995, July 3, 1994 <PAGE> (a)2. Exhibits: 1. Subsidiaries of registrant (b) Reports on Form 8-K: The Company filed a report on Form 8-K with respect to the extension of the employment contract with Leslie H. Goldberg, President, for the period from July 1, 1996 to June 30, 1997. <PAGE> BOWL AMERICA INCORPORATED SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BOWL AMERICA INCORPORATED Leslie H. Goldberg Leslie H. Goldberg President and Principal Executive & Operating Officer Date: September 26, 1996 Ruth Macklin Ruth Macklin Senior Vice President-Treasurer Date: September 26, 1996 Cheryl A. Dragoo Cheryl A. Dragoo Assistant Treasurer and Controller Principal Accounting Officer Date: September 26, 1996 <PAGE> BOWL AMERICA INCORPORATED SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the dates indicated. Name, Title, Capacity Leslie H. Goldberg Leslie H. Goldberg President, Principal Executive & Operating Officer & Director Date: September 26, 1996 Ruth Macklin Howard Katzman Ruth Macklin Howard Katzman Senior Vice President-Treasurer Senior Vice President-Secretary and Director and Director Date: September 26, 1996 Date: September 26, 1996 Joan Sobkov A. Joseph Levy Joan Sobkov A. Joseph Levy Director Director Date: September 26, 1996 Date: September 26, 1996 Warren T. Braham Merle Fabian Warren T. Braham Merle Fabian Director Director Date: September 26, 1996 Date: September 26, 1996 Milton Lyons Milton Lyons Director Date: September 26, 1996 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-13 <SEQUENCE>2 <DESCRIPTION>ANNUAL REPORT TO SECURITY HOLDERS <TEXT> <PAGE> BOWL AMERICA INCORPORATED AND SUBSIDIARIES PRESIDENT'S LETTER September 16, 1996 Dear Fellow Employees and Owners: About the time I start this message each year, the papers are filled with predictions about programming for the new fall TV season and a review of the successes and failures of the summer movie season. The number of times that companies with enormous financial resources and stables of previously successful executives "get it wrong" when it comes to predicting the public taste is a measure of the difficulty of the task. Part of the problem is that the search for something new is an element of entertainment. Many of us have difficulty in describing what we WILL like beyond saying "I'll know it when I see it". This uncertainty about recrea- tion spending led Bowl America to develop its approach to the allocation of our resources. In our 1982 message, we reviewed this policy of balancing an uncertain market with a stable financial structure in order to create a stronger company. People often react to a strong balance sheet the way they do to an insurance premium for a catastrophe that didn't happen. In our case, we paid little for our security and flexibility for expansion and modernization because of the earnings received over the years from the investment of our reserves. We still need that financial strength. We have just finished a poor year. Some of the factors that caused these results--such as the Blizzard of '96-- are one-time events (although as I write this, we are clearing up from hurricane Fran). But some of our other problems seem longer lasting. These include the national decline in league participation, the effect of government downsizing in the Washington metropolitan area and restrictive smoking regulations. But the variety of factors that have contributed to our drop in earnings should not obscure the fact that we must work harder at increasing our busi- ness at every center. Where we fall short, we must tailor our expenses to the business we produce. The pendulum will probably swing back towards group recreational activity. Bowling should be part of any such rebound just as it was after the upsurges of interest in radio and television and VCRs. Because the timing of such a move is unpredictable, Bowl America must maintain its facilities in a way that will attract tomorrow's customers. In this regard, we have continued to upgrade our bowling centers. We have replaced the last black and white scoring screens with the latest color models and the 16 lane addition at Bowl America Dranes- ville will open shortly. Our focus remains on building a profitable company from which the owners receive continuing income. We have never viewed Bowl America as a trading vehicle and those of you who have read these reports will know that we distinguish between profiting from a business and profiting from trading paper. Both have their place, but there has been unanimous support for our direction from the owners who have spoken at our annual meetings. <PAGE> Others have also recently expressed confidence in the future of operating bowling centers. Earlier this year a prominent Wall Street firm raised $1.5 billion to acquire an existing bowling company, and in September acquired 50 additional bowling centers for $100 million. It seems reasonable that those financial professionals believe an investment in bowling will be worth more in the future. That has been our belief for almost 40 years. Leslie H. Goldberg Leslie H. Goldberg, President <PAGE> BOWL AMERICA INCORPORATED AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Cash flow provided by operating activities in fiscal 1996 was $5,174,000 which was sufficient to meet day-to-day cash needs. Short-term investments consist- ing mainly of U.S. Treasury Bills and Notes, and cash totaled $8,881,000 at the end of fiscal 1996 compared to $7,635,000 at the end of fiscal 1995. In July 1993, the Company paid $1.8 million in cash for an existing 32-lane center in Orange Park, Florida. On September 1, 1994, the Company opened Bowl America Gaithersburg, a 48-lane center with a 170-seat, full service, diner-style restaurant. During fiscal 1996 the Company began the expansion of its Dranesville bowling center from 32 to 48 lanes. Through June 1996, approximately $500,000 of the $2.1 million projected cost had been paid. The expansion is expected to be completed during the second quarter of fiscal year 1997. As part of our capital improvements program, the Company spent $690,000 for updated autoscoring systems and building improvements at several locations. Additional expenditures are also planned as the Company continues to modernize other existing centers. Cash and cash flow are adequate to finance all currently planned construction. The Company has maintained its fiscal year end 1995 position in telecommunications stocks as a further source of expansion capital. Cash dividends paid to shareholders during fiscal 1996 exceeded $2 million. During the fiscal year, the Company purchased 60,621 shares of its outstanding Class A stock at then current market prices totaling $428,000. A two-for-one stock split in the form of a dividend was paid February 15, 1995. RESULTS OF OPERATIONS The Company operated one less bowling center during the peak season of fiscal 1996 and 1994 than in fiscal 1995 as Bowl America Gaithersburg opened in the first quarter of fiscal 1995 and a center was closed in May 1995 at the expiration of its lease. This change in the number of operating centers is a significant factor in all of the differences discussed below. Fiscal 1996 and 1995 were 52-week years while fiscal 1994 was a 53-week year. Operating revenues decreased 7% in 1996 versus a 5% increase in fiscal 1995. Bowling and related services revenue was down 8% in the current year compared to an increase of 4% in the prior year. The Blizzard of '96 and the continued winter cold and snow took a heavy toll on 20 of our 25 locations, especially in open play games and the attendant food and beverage sales. <PAGE> Food, beverage and merchandise sales were down 6% in the current year compared to a 6% increase in the prior year. Food and non-alcoholic beverage sales in the current period at comparable centers were actually up slightly over last year. Diner.X.Press, the restaurant at our Gaithersburg location, was responsible for this increase as well as the 5% increase in food and beverage sales in the prior year period. The continuing decline in the sale of alcoholic beverages at our locations follows the national trend away from alcohol consumption. Cost of food, beverage and merchandise sales declined 5% in the current year as a result of the decrease in sales. Last year's increase of 11% was due primarily to the increase in sales at Diner.X.Press. Operating expenses decreased 5% in fiscal 1996 versus an increase of 11% in the prior year. Of these changes, approximately half was in employee compensation and benefits cost, resulting mainly from the differences in the number of centers in operation. Advertising costs decreased 16% in the current year versus an increase of 13% in the previous period. In the current year our promotion campaigns used print media more extensively. In the prior year, in addition to our television advertisments, we promoted our new center and Diner.X.Press heavily. Maintenance, supply and utility costs were all down in the current year after increasing in the two previous years. Rent expense decreased 13% in fiscal 1996 versus a 4% decrease in the prior year. The current year decrease was the result of closing a leased center, mentioned above, and lower sales at some of our leased locations. Insurance expense decreased 6% in the current period compared with a 25% increase last year. The prior period increase was related primarily to adding a location and an industry wide adjustment caused by multiple disasters in the past several years. Income tax percentages were 37.6% in 1996, 36.1% in 1995, and 37.3% in 1994, the difference from statutory rates being primarily for the partial exclusion of dividends received on investments and the state income tax exemption for interest on U.S. Government obligations. -2- <PAGE> BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED SUMMARY OF OPERATIONS Selected Financial Data <TABLE> <CAPTION> For the Years Ended June 30, July 2, July 3, June 27, June 28, 1996 1995 1994 1993 1992 ___________________________________________________________ <S> <C> <C> <C> <C> <C> Operating Revenues $27,326,958 $29,493,578 $28,171,010 $27,234,560 $25,984,500 Operating Expenses 23,829,561 24,967,878 22,568,589 21,530,864 20,890,788 Interest and dividend Income 663,550 593,207 479,938 620,745 817,905 __________ __________ __________ __________ __________ Earnings before pro- vision for income taxes 4,160,947 5,118,907 6,082,359 6,324,441 5,911,617 Provision for income taxes 1,567,000 1,849,000 2,265,000 2,350,000 2,195,000 __________ __________ __________ __________ __________ Net Earnings $ 2,593,947 $ 3,269,907 $ 3,817,359 $ 3,974,441 $ 3,716,617 Weighted Average Shares Outstanding 5,728,183 5,747,746 5,760,568 5,783,648 5,784,616 Earnings Per Share $.45 $.57 $.66 $.69 $.64 Net Cash Provided by Operating Activities $5,174,075 $4,271,585 $6,621,007 $4,879,381 $4,357,103 Dividends Paid $2,177,956 $2,069,302 $2,017,736 $1,937,832 $1,851,323 Dividends Paid Per Share-Class A $.38 $.36 $.35 $.335 $.32 -Class B $.36 $.35 $.335 $.335 $.32 Total Assets $37,901,254 $36,584,745 $33,594,994 $31,611,489 $29,470,784 Stockholders' Equity $32,903,833 $32,443,501 $29,947,687 $28,451,547 $26,474,223 Net Book Value Per Share $5.79 $5.64 $5.20 $4.92 $4.58 Net Earnings as a % of Beginning Stock- holders' Equity 8.0% 10.9% 13.4% 15.0% 15.2% Lanes in Operation 936 936 936 904 912 Centers in Operation 25 25 25 24 24 </TABLE> All share and per share amounts have been adjusted to reflect the declaration of a two-for-one stock split effective February 15, 1995. <PAGE> Market Information The principal market on which the Company's Class A Common Stock is traded is the American Stock Exchange. The Company's Class B Common Stock is not listed on any exchange and is not traded. This stock can be converted to Class A Common Stock at any time. The table below presents the price range of the Company's Class A stock in each quarter of fiscal 1996 and 1995. <TABLE> <CAPTION> 1996 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr _______________________________________________________ <S> <C> <C> <C> <C> High 9 8 5/8 8 1/8 7 1/4 Low 8 7 1/2 7 6 5/8 </TABLE> <TABLE> <CAPTION> 1995 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr _______________________________________________________ <S> <C> <C> <C> <C> High 9 7/16 8 13/16 8 1/4 8 Low 8 3/8 7 7/8 7 3/8 7 1/2 </TABLE> Holders The approximate number of holders of record of the Company's Class A Common Stock as of June 30, 1996 is 653 and of the Company's Class B Common Stock is 36. Dividends The table below presents the dividends per share of Class A and Class B stock paid, and the quarter in which the payment was made during fiscal 1996 and 1995. Dividends per share have been adjusted to give retroactive effect to the two- for-one stock split paid February 1995. <TABLE> <CAPTION> Class A Common Stock Quarter 1996 1995 ___________________________________________ <S> <C> <C> First 9.5 cents 9 cents Second 9.5 cents 9 cents Third 9.5 cents 9 cents Fourth 9.5 cents 9 cents </TABLE> <TABLE> <CAPTION> Class B Common Stock Quarter 1996 1995 ___________________________________________ <S> <C> <C> First 9.5 cents 9 cents Second 9.5 cents 9 cents Third 9.5 cents 9 cents Fourth 9.5 cents 9 cents </TABLE> -3- <PAGE> <PAGE> BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> June 30, 1996 July 2, 1995 ____________ ____________ <S> <C> <C> ASSETS Current Assets Cash and cash equivalents (Note 2) $ 2,120,862 $ 973,678 Short-term investments (Note 3) 6,760,166 6,660,958 Inventories 685,777 617,130 Prepaid expenses and other 736,659 562,217 Income taxes refundable 204,662 444,626 __________ __________ Total Current Assets 10,508,126 9,258,609 Property, Plant and Equipment, Net (Note 5) 22,680,521 23,399,267 Other Assets Noncurrent marketable securities (Note 4) 3,855,282 3,093,555 Cash surrender value-officers'life insurance 332,162 347,312 Other long-term assets 525,163 486,002 __________ __________ TOTAL ASSETS $37,901,254 $36,584,745 </TABLE> <PAGE> BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> June 30, 1996 July 2, 1995 _____________ ____________ LIABILITIES AND STOCKHOLDERS' EQUITY <S> <C> <C> Current Liabilities Accounts payable $ 1,447,153 $ 693,280 Accrued expenses and payroll deductions 906,239 1,047,266 Other current liabilities 388,029 441,698 Current deferred income taxes (Note 9) 114,000 72,000 __________ __________ Total Current Liabilities 2,855,421 2,254,244 Noncurrent Deferred Income Taxes (Note 9) 2,142,000 1,887,000 TOTAL LIABILITIES 4,997,421 4,141,244 __________ __________ Commitments (Note 6) Stockholders' Equity (Note 7) Preferred stock, par value $10 a share: Authorized and unissued 2,000,000 shares Common stock, par value $.10 per share Authorized 10,000,000 shares Class A issued 4,146,310 and 4,206,931 shares 414,631 420,693 Class B issued 1,536,146 153,614 153,614 Additional paid-in capital 4,908,819 4,944,585 Unrealized gain on securities available-for-sale, net of tax 1,858,212 1,385,940 Retained earnings 25,568,557 25,538,669 __________ __________ TOTAL STOCKHOLDERS' EQUITY $32,903,833 $32,443,501 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $37,901,254 $36,584,745 <FN> See notes to consolidated financial information. </TABLE> -4- <PAGE> BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS <TABLE> <CAPTION> For the Years Ended June 30, 1996 July 2, 1995 July 3, 1994 ______________________________________________ <S> <C> <C> <C> Operating Revenues Bowling and other $18,949,937 $20,558,584 $19,713,148 Food and merchandise sales 8,377,021 8,934,994 8,457,862 __________ __________ __________ 27,326,958 29,493,578 28,171,010 Operating Expenses Compensation and benefits 12,069,124 12,760,142 11,503,091 Cost of bowling and other 6,396,141 6,776,985 6,095,296 Cost of food and mdse sales 2,542,485 2,688,905 2,433,906 Depreciation and amortization 2,034,605 1,941,730 1,714,920 General and administrative 787,206 800,116 821,376 __________ __________ __________ 23,829,561 24,967,878 22,568,589 Operating Income 3,497,397 4,525,700 5,602,421 Interest and dividend income 663,550 593,207 479,938 __________ __________ __________ Earnings before provision for income taxes 4,160,947 5,118,907 6,082,359 Provision for income taxes(Note 9) Current 1,559,000 1,786,000 2,255,000 Deferred 8,000 63,000 10,000 _________ __________ __________ 1,567,000 1,849,000 2,265,000 Net Earnings $ 2,593,947 $ 3,269,907 $ 3,817,359 Earnings Per Share $.45 $.57 $.66 <FN> See notes to consolidated financial statements. </TABLE> <PAGE> <TABLE> <CAPTION> BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK Net Unrealized _______________________________________ Additional Gain on Avail- Class A Class A Class B Class B Paid-In able-for-Sale Retained Shares Amount Shares Amount Capital Securities Earnings <S> <C> <C> <C> <C> <C> <C> <C> Balance June 27, 1993 1,347,049 $134,705 1,543,046 $154,304 $5,271,971 - $22,890,567 Issuance of stock to ESOP 800 80 - - 15,720 - Purchase of stock (14,830) (1,483) - - (29,957) (287,843) Cash dividends paid(35 cents/sh) - - - - - (2,017,736) Net earnings for the year - - - - - 3,817,359 ______________________________________________________________________________________________________________________ Balance July 3, 1994 1,333,019 $133,302 1,543,046 $154,304 $5,257,734 - $24,402,347 Adoption of SFAS No.115 - - - - - $1,337,267 - Two-for-one stock split 2,872,553 287,255 - - (287,255) - - Stock issuance cost - - - - (17,500) - - Conversion from Class B to Class A 6,900 690 (6,900) (690) - - - Purchase of stock (5,541) (554) - - (8,394) - (64,283) Cash dividends paid(36 cents/sh) - - - - - - (2,069,302) Change in unrealized gain on available-for-sale securities - - - - - 48,673 - Net earnings for the year - - - - - - 3,269,907 ______________________________________________________________________________________________________________________ Balance July 2, 1995 4,206,931 $420,693 1,536,146 $153,614 $4,944,585 $1,385,940 $25,538,669 Purchase of stock (60,621) (6,062) - - (35,766) (386,103) Cash dividends paid(38 cents/sh) - - - - - (2,177,956) Change in unrealized gain on available-for-sale securities - - - - - 472,272 - Net earnings for the year - - - - - - 2,593,947 _______________________________________________________________________________________________________________________ Balance June 30, 1996 4,146,310 $414,631 1,536,146 $153,614 $4,908,819 $1,858,212 $25,568,557 <FN> See notes to consolidated financial statements. </TABLE> -5- <PAGE> BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS <TABLE> <CAPTION> June 30, July 2, July 3, 1996 1995 1994 <S> <C> <C> <C> Cash Flows From Operating Activities Net earnings $2,593,947 $3,269,907 $3,817,359 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 2,034,605 1,941,730 1,714,920 Increase in deferred income taxes 8,000 63,167 10,427 Loss (gain) on disposition of assets-net 21,087 21,779 4,132 Changes in assets and liabilities: (Increase) decrease in inventories (68,647) (30,695) 48,575 (Increase) decrease in prepaid expenses and other (174,442) (188,543) 294,265 (Increase) decrease in other long-term assets (39,161) 12,929 (207,924) Increase (decrease) in accounts payable 753,873 (75,532) 27,487 (Decrease) increase in accrued expenses and payroll deductions (141,027) (213,688) 204,845 Decrease (increase) in income taxes payable or refundable 239,964 (557,302) 619,991 (Decrease) increase in other current liabilities (54,124) 27,833 86,930 _________ _________ _________ Net cash provided by operating activities $5,174,075 $4,271,585 $6,621,007 _________ _________ _________ Cash flows from investing activities Expenditures for property,plant,equipment (1,336,946) (2,913,732) (5,447,576) Net (increase) decrease in short-term investments (99,208) (1,659,523) 1,654,639 Other 15,150 (33,296) (15,452) _________ _________ _________ Net cash used in investing activities (1,421,004) (4,606,551) (3,808,389) _________ _________ _________ Cash flows from financing activities Payment of cash dividends (2,177,956) (2,069,302) (2,017,736) Stock issuance cost - (17,500) - Sale of Class A Common Stock to ESOP - - 15,800 Purchase of Class A Common Stock (427,931) (73,231) (319,283) _________ _________ _________ Net cash used in financing activities (2,605,887) (2,160,033) (2,321,219) _________ _________ _________ NetIncrease(Decrease) in Cash and Equivalents 1,147,184 (2,494,999) 491,399 Cash and Cash Equivalents, Beginning of Year 973,678 3,468,677 2,977,278 _________ _________ _________ Cash and Cash Equivalents, End of Year $2,120,862 $ 973,678 $3,468,677 Supplemental Disclosures of Cash Flow Information Cash paid during the year for Income taxes $1,319,661 $2,268,126 $1,635,009 Interest $1,528 $1,528 $1,528 See notes to financial information. </TABLE> -6- <PAGE> BOWL AMERICA INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Bowl America Incorporated is engaged in the operation of 25 bowling centers, with food and beverage service in each center. Fourteen centers are located in metropolitan Washington D.C., three centers in metropolitan Baltimore, Maryland, two centers in metropolitan Orlando, Florida, three centers in metropolitan Richmond, Virginia, and three centers in metropolitan Jacksonville, Florida. These 25 centers contain a total of 936 lanes. Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiary corporations. All significant inter- company items have been eliminated in the consolidated financial statements. Fiscal Year The Company's fiscal year ends on the Sunday nearest to June 30. Fiscal year 1996 ended June 30, 1996, fiscal year 1995 ended July 2, 1995, and fiscal year 1994 ended July 3, 1994. Fiscal years 1996 and 1995 each consisted of 52 weeks. Fiscal year 1994 consisted of 53 weeks. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Depreciation and Amortization Depreciation and amortization for financial statement purposes are calcu- lated by use of the straight-line method. Amortization of leasehold improve- ments is calculated over the estimated useful life of the asset or term of the lease, whichever is shorter. The categories of property, plant, and equipment and the ranges of estimated useful lives on which depreciation and amortization rates are based are as follows: Bowling lanes and equipment 3-10 years Building and building improvements 10-30 years Leasehold improvements 10 years Maintenance and repairs and minor replacements are charged to expense when incurred. Major replacements and betterments are capitalized. The accounts are adjusted for the sale or other disposition of property, and the resulting gain or loss is credited or charged to income. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market. <PAGE> Income Taxes Effective June 28, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allow- ances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Fair Value of Financial Instruments The fair value of the noncurrent marketable security portfolio is disclosed in Note 4. The cost of all other financial instruments approximates fair value. Investment Securities Effective July 4, 1994, the Company adopted Statement of Financial Account- ing Standards No. 115 (SFAS No. 115) entitled "Accounting for Certain Invest- ments in Debt and Equity Securities". The standard requires debt and equity securities to be segregated into the following three categories: trading, held- to-maturity and available-for-sale. Trading securities are purchased and held principally for the purpose of reselling them within a short period of time. Their unrealized gains and losses are included in earnings. Debt securities classified as held-to-maturity will be accounted for at amortized cost, and require the Company to have both the positive intent and ability to hold those securities to maturity. Securities not classified as either trading or held- to-maturity are considered to be available-for-sale. Unrealized gains and losses for available-for-sale securities are excluded from earnings and reported, net of deferred taxes, as a separate component of stockholders' equity until realized. Realized gains and losses on the sale of debt and equity securities are reported in earnings and determined using the adjusted cost of the specific security sold. The impact of the adoption of SFAS No. 115 is shown on the Consolidated Statements of Stockholders' Equity. Earnings Per Share For the years ended June 30, 1996, July 2, 1995, and July 3, 1994, earnings per share have been calculated using the weighted average number of shares of Class A and Class B common stock outstanding of 5,728,183, 5,747,746 and 5,760,568, respectively. As discussed in Note 7, during the year ended July 2, 1995, the Company declared a 2-for-1 stock split in the form of a dividend. Prior year amounts have been restated to reflect the impact of this transaction. -7- <PAGE> Cash and Cash Equivalents For purposes of the Consolidated Statements of Cash Flows, the Company considers money market funds, certificates of deposits, repurchase agreements and treasury securities with original maturities of three months or less to be cash equivalents. 2. CASH AND CASH EQUIVALENTS Cash and cash equivalents consisted of the following: June 30, July 2, 1996 1995 Demand deposits and cash on hand $ 516,104 $ 458,180 Money market funds 783,758 179,498 Repurchase agreements 821,000 336,000 ________ _________ $2,120,862 $ 973,678 3. SHORT-TERM INVESTMENTS Short-term investments consist of certificates of deposits, U.S. Treasury securities, and a mutual fund which invests in mortgage backed securities with maturities of generally three months to one year. The Company has classified the debt and equity securities as available for sale. The cost of these invest- ments approximates fair value. 4. NONCURRENT MARKETABLE SECURITIES Noncurrent marketable securities are carried at fair value in accordance with the provisions of SFAS No. 115. This portfolio was comprised of the following individual stocks as of June 30, 1996: 6,194 shares of American Telephone and Telegraph 8,112 shares of Ameritech 5,304 shares of Bell Atlantic 13,786 shares of Bell South 5,324 shares of NYNEX 5,424 shares of Pactel Group 8,148 shares of SBC Communications 5,612 shares of US West 5,612 shares of US West Media Group 16,000 shares of Sprint Corporation 5,424 shares of Air Touch Communications 5,333 shares of 360 Communications <PAGE> A summary of the amortized cost and approximate fair values of equity securities available-for-sale shown in the table above as of June 30, 1996, and July 2, 1995, is as follows: <TABLE> <CAPTION> Original Unrealized Fair Cost Gain Value <S> <C> <C> <C> June 30, 1996 Securities available-for-sale $857,782 $2,997,500 $3,855,282 July 2, 1995 Securities available-for-sale $857,782 $2,235,773 $3,093,555 </TABLE> 5. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment, as cost, consist of the following: <TABLE> <CAPTION> 1996 1995 <S> <C> <C> Bowling lanes and equipment $17,201,186 $17,069,097 Buildings and building improvements 15,355,042 15,052,465 Leasehold improvements 1,028,033 1,029,037 Land 7,698,228 7,698,228 Bowling lanes and equipment not yet in use 666,142 515,407 __________ __________ 41,948,631 41,364,234 Less accumulated depreciation and amortization 19,268,110 17,964,967 __________ __________ $22,680,521 $23,399,267 </TABLE> 6. COMMITMENTS Lease Commitments The Company and its subsidiaries are obligated under long-term real estate lease agreements for nine bowling centers. Certain of the Company's real estate leases provide for additional annual rents based upon total gross revenues and increases in real estate taxes and insurance. Generally, the leases contain renewal options ranging from 5 to 10 years. At June 30, 1996, the minimum fixed rental commitments related to all noncancelable leases, were as follows: Year Ending 1997 $ 524,484 1998 400,000 1999 400,000 2000 400,000 2001 339,630 Thereafter 952,000 _________ Total minimum lease payments $3,016,114 Net rental expense was as follows: For the Years Ended 1996 1995 1994 Minimum rental under operating leases $534,000 $581,000 $498,000 Excess percentage rentals 144,026 181,899 265,485 _______ _______ _______ $678,026 $762,899 $763,485 -8- <PAGE> 7. STOCKHOLDERS' EQUITY The Company declared a 2-for-1 stock split in the form of a dividend effective February 15, 1995, wherein both Class A and Class B stockholders received one share of Class A common stock for each share of Class A and Class B common stock held as of the date of record. All prior years earnings per share and dividends per share have been restated to reflect the impact of this transaction. The Class A shares have one vote per share voting power. The Class B shares may vote ten votes per share and are convertible to Class A shares at the option of the stockholder. 8. PROFIT-SHARING AND ESOP PLAN The Company has a profit-sharing plan which, generally, covers all individ- uals who were employed at the end of the fiscal year and had one thousand or more hours of service during that fiscal year. The Plan provides for Company contributions as determined by the Board of Directors. For the years ended June 30, 1996, July 2, 1995, and July 3, 1994, contributions in the amount of $105,000, $130,000, and $155,000, respectively, were charged to operations. Effective March 31, 1987, the Company adopted an Employee Stock Ownership Plan (ESOP) which generally covers all employees who on the last day of the fiscal year or December 29 have been employed for one year with at least one thousand hours of service. The Plan provides for Company contributions as determined by the Board of Directors. In fiscal year 1994, the contributions were allocated to participants based on compensation and years of service. Fiscal years 1996 and 1995 contributions were allocated based on compensation only in order to comply with Internal Revenue Service code requirements. The Company's contributions to the Plan for fiscal years 1996, 1995, and 1994 were $105,000, $130,000, and $155,000, respectively. 9. INCOME TAXES Income tax expense differs from the amounts computed by applying the U.S. Federal income tax rate to income before tax for the following reasons: <TABLE> <CAPTION> For the Years Ended 1996 % 1995 % 1994 % <S> <C> <C> <C> <C> <C> <C> Taxes computed at statutory rate $1,415,000 34.0% $1,740,000 34.0% $2,067,000 34.0% State income taxes, net of Federal income tax benefit 155,000 3.7 190,000 3.7 232,000 3.8 Dividends received exclusion (30,000) (0.7) (29,000) (0.6) (29,000) (0.5) All other-net 27,000 0.6 (52,000) (1.0) (5,000) - _________ ____ _________ ____ _________ ____ $1,567,000 37.6% $1,849,000 36.1% $2,265,000 37.3% </TABLE> <PAGE> The significant components of the Company's deferred tax assets and liabil- ities were as follows: 1996 1995 Deferred tax assets: Accrued expenses $ 68,000 $ 70,000 Deferred tax liabilities: Property, plant and equipment 1,003,000 1,037,000 Unrealized gain on available- for-sale securities 1,139,000 850,000 Prepaid expenses 100,000 79,000 Other 82,000 63,000 _________ _________ Total deferred tax liabilities 2,324,000 2,029,000 _________ _________ Net deferred income taxes $2,256,000 $1,959,000 10. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following summary represents the results of operations for each of the quarters in fiscal 1996 and 1995 (dollars in thousands, except for earnings per share): <TABLE> <CAPTION> Earnings Before Provision Earnings Operating Gross for Income Net Per Revenues Profit Taxes Earnings Share <S> <C> <C> <C> <C> <C> 1996 June 30, 1996 $5,903 $ 505 $ 693 $ 419 $.07 March 31, 1996 8,334 2,064 2,244 1,400 .24 December 31, 1995 7,422 1,277 1,432 896 .16 October 1, 1995 5,668 (349) (208) (121) (.02) 1995 July 2, 1995 $6,242 $ 628 $ 814 $ 578 $.10 April 2, 1995 9,373 2,592 2,765 1,722 .30 January 1, 1995 8,148 1,582 1,701 1,062 .19 October 2, 1994 5,731 (276) (161) (92) (.02) </TABLE> -9- <PAGE> INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders Bowl America Incorporated Alexandria, Virginia We have audited the accompanying consolidated balance sheets of Bowl America Incorporated and subsidiaries as of June 30, 1996 and July 2, 1995, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the three years in the period ended June 30, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bowl America Incorporated and subsidiaries as of June 30, 1996 and July 2, 1995, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 1996, in conformity with generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements effective July 4, 1994, the Company changed its method of accounting for investment securities. Deloitte and Touche LLP McLean, Virginia September 6, 1996 -10- <PAGE> </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-21 <SEQUENCE>3 <DESCRIPTION>EXHIBIT 21 TO FORM 10-K <TEXT> <PAGE> Exhibit 1 SUBSIDIARIES OF THE CORPORATION The following table shows each of the significant subsidiaries of Registrant and the State of Incorporation. Subsidiary State of Incorporation Bowl America of Florida Inc. Florida Bowl America Shirley Inc. Virginia Falls Church Bowl Inc. Virginia Reisterstown Bowl Inc. Maryland Manassas Bowl Inc. Virginia Westwood Bowl Inc. Maryland Bowl America Duke Inc. Virginia The foregoing subsidiaries are wholly-owned. </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-27 <SEQUENCE>4 <DESCRIPTION>ART. 5 FDS FOR FISCAL YEAR 1996 FORM 10-K <TEXT> <TABLE> <S> <C> <ARTICLE> 5 <MULTIPLIER> 1,000 <CURRENCY> U.S. DOLLARS <EXCHANGE-RATE> 1 <S> <C> <PERIOD-TYPE> Year <FISCAL-YEAR-END> JUN-30-1996 <PERIOD-END> JUN-30-1996 <CASH> 2,121 <SECURITIES> 3,855 <RECEIVABLES> 0 <ALLOWANCES> 0 <INVENTORY> 686 <CURRENT-ASSETS> 10,508 <PP&E> 41,949 <DEPRECIATION> 19,268 <TOTAL-ASSETS> 37,901 <CURRENT-LIABILITIES> 2,855 <BONDS> 0 <PREFERRED-MANDATORY> 0 <PREFERRED> 0 <COMMON> 568 <OTHER-SE> 32,336 <TOTAL-LIABILITY-AND-EQUITY> 37,901 <SALES> 8,377 <TOTAL-REVENUES> 27,327 <CGS> 2,542 <TOTAL-COSTS> 23,830 <OTHER-EXPENSES> 0 <LOSS-PROVISION> 0 <INTEREST-EXPENSE> 0 <INCOME-PRETAX> 4,161 <INCOME-TAX> 1,567 <INCOME-CONTINUING> 2,594 <DISCONTINUED> 0 <EXTRAORDINARY> 0 <CHANGES> 0 <NET-INCOME> 2,594 <EPS-PRIMARY> .45 <EPS-DILUTED> .45 </TEXT> </DOCUMENT> </SEC-DOCUMENT> -----END PRIVACY-ENHANCED MESSAGE-----