BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
As of
|
|
|
|
|
|
|
|
|
ASSETS
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash and cash equivalents (Note 2)
|
|
$
|
2,332,022
|
|
|
$
|
2,361,846
|
|
Short-term investments (Note 3)
|
|
|
3,863,721
|
|
|
|
6,297,822
|
|
Inventories
|
|
|
535,412
|
|
|
|
480,318
|
|
Prepaid expenses and other
|
|
|
613,891
|
|
|
|
701,711
|
|
Income taxes refundable
|
|
|
313,518
|
|
|
|
275,847
|
|
TOTAL CURRENT ASSETS
|
|
|
7,658,564
|
|
|
|
10,117,544
|
|
LAND, BUILDINGS & EQUIPMENT, net (Note 4)
|
|
|
22,718,526
|
|
|
|
22,581,314
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
Marketable investment securities (Note 3)
|
|
|
8,286,680
|
|
|
|
7,538,332
|
|
Cash surrender value-life insurance
|
|
|
619,624
|
|
|
|
594,792
|
|
Other
|
|
|
84,780
|
|
|
|
85,780
|
|
TOTAL OTHER ASSETS
|
|
|
8,991,084
|
|
|
|
8,218,904
|
|
TOTAL ASSETS
|
|
$
|
39,368,174
|
|
|
$
|
40,917,762
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
722,380
|
|
|
$
|
666,784
|
|
Accrued expenses
|
|
|
1,004,221
|
|
|
|
1,224,237
|
|
Dividends payable
|
|
|
824,235
|
|
|
|
824,235
|
|
Other current liabilities
|
|
|
295,978
|
|
|
|
302,394
|
|
Current deferred income taxes (Note 7)
|
|
|
65,552
|
|
|
|
53,311
|
|
TOTAL CURRENT LIABILITIES
|
|
|
2,912,366
|
|
|
|
3,070,961
|
|
LONG-TERM DEFERRED COMPENSATION
|
|
|
44,217
|
|
|
|
43,701
|
|
NONCURRENT DEFERRED INCOME TAXES (Note 7)
|
|
|
2,726,437
|
|
|
|
2,501,709
|
|
TOTAL LIABILITIES
|
|
|
5,683,020
|
|
|
|
5,616,371
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES (Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY (Note 8)
|
|
|
|
|
|
|
|
|
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 3,683,009
|
|
|
368,301
|
|
|
|
368,301
|
|
Class B issued and outstanding 1,468,462
|
|
|
146,846
|
|
|
|
146,846
|
|
Additional paid-in capital
|
|
|
7,727,264
|
|
|
|
7,727,264
|
|
Accumulated other comprehensive earnings-
|
|
|
|
|
|
|
|
|
Unrealized gain on available-for-sale
|
|
|
|
|
|
|
|
|
securities, net of tax
|
|
|
2,538,818
|
|
|
|
2,282,954
|
|
Retained earnings
|
|
|
22,903,925
|
|
|
|
24,776,026
|
|
TOTAL STOCKHOLDERS'EQUITY
|
|
|
33,685,154
|
|
|
|
35,301,391
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY
|
|
$
|
39,368,174
|
|
|
$
|
40,917,762
|
|
The accompanying notes to the consolidated financial statements are an integral part of these financial statements.
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS
|
|
For the Years Ended
|
|
|
|
July 1,
2012
|
|
|
|
|
Operating Revenues:
|
|
|
|
|
|
|
Bowling and other
|
|
$
|
17,361,438
|
|
|
$
|
18,721,460
|
|
Food, beverage and merchandise sales
|
|
|
7,305,361
|
|
|
|
7,782,203
|
|
Gain on sale of land, buildings and equipment
|
|
|
25,924
|
|
|
|
14,187
|
|
Total Operating Revenue
|
|
|
24,692,723
|
|
|
|
26,517,850
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
Employee compensation and benefits
|
|
|
12,037,180
|
|
|
|
12,588,313
|
|
Cost of bowling and other services
|
|
|
6,645,737
|
|
|
|
7,400,000
|
|
Cost of food, beverage and merchandise sales
|
|
|
2,103,521
|
|
|
|
2,223,613
|
|
Depreciation and amortization
|
|
|
1,465,149
|
|
|
|
1,549,166
|
|
General and administrative
|
|
|
932,111
|
|
|
|
964,350
|
|
Total Operating Expense
|
|
|
23,183,698
|
|
|
|
24,725,442
|
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
1,509,025
|
|
|
|
1,792,408
|
|
Interest and dividend income
|
|
|
499,873
|
|
|
|
579,960
|
|
|
|
|
|
|
|
|
|
|
Earnings before provision for income
|
|
|
|
|
|
|
|
|
Taxes
|
|
|
2,008,898
|
|
|
|
2,372,368
|
|
Provision for income taxes (Note 7)
|
|
|
|
|
|
|
|
|
Current
|
|
|
504,573
|
|
|
|
732,186
|
|
Deferred
|
|
|
79,484
|
|
|
|
83,253
|
|
|
|
|
584,057
|
|
|
|
815,439
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
1,424,841
|
|
|
$
|
1,556,929
|
|
|
|
|
|
|
|
|
|
|
Earnings per share-basic & diluted
|
|
$
|
.28
|
|
|
$
|
.30
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
5,151,471
|
|
|
|
5,147,117
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
$
|
3,296,942
|
|
|
$
|
3,242,593
|
|
|
|
|
|
|
|
|
|
|
Per share, dividends paid, Class A
|
|
$
|
.64
|
|
|
$
|
.63
|
|
|
|
|
|
|
|
|
|
|
Per share, dividends paid, Class B
|
|
$
|
.64
|
|
|
$
|
.63
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
1,424,841
|
|
|
$
|
1,556,929
|
|
Other comprehensive earnings- net of tax
|
|
|
|
|
|
|
|
|
Unrealized gain on available-for–sale
securities net of tax of $157,484 and $341,043
|
|
|
255,864
|
|
|
|
554,082
|
|
|
|
|
|
|
|
|
|
|
Comprehensive earnings
|
|
$
|
1,680,705
|
|
|
$
|
2,111,011
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to the consolidated financial statements are an integral part of these
financial statements.
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, June 27, 2010
|
|
|
3,678,509
|
|
|
$
|
367,851
|
|
|
|
1,468,462
|
|
|
$
|
146,846
|
|
|
$
|
7,672,094
|
|
|
$
|
1,728,872
|
|
|
$
|
26,488,144
|
|
Shares issued for ESOP
|
|
|
4,500
|
|
|
|
450
|
|
|
|
-
|
|
|
|
-
|
|
|
|
55,170
|
|
|
|
-
|
|
|
|
-
|
|
Cash dividends paid
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,444,812
|
)
|
Accrued dividends declared
June 21, 2011, payable
August 17, 2011
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(824,235
|
)
|
Change in unrealized gain on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(shown net of tax benefit)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
554,082
|
|
|
|
-
|
|
Net earnings for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,556,929
|
|
Balance, July 3, 2011
|
|
|
3,683,009
|
|
|
$
|
368,301
|
|
|
|
1,468,462
|
|
|
$
|
146,846
|
|
|
$
|
7,727,264
|
|
|
$
|
2,282,954
|
|
|
$
|
24,776,026
|
|
Cash dividends paid
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,472,707
|
)
|
Accrued dividends declared
June 19, 2012, payable
August 22, 2012
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(824,235
|
)
|
Change in unrealized gain on available-for-sale securities (shown net of tax)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
255,864
|
|
|
|
-
|
|
Net earnings for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,424,841
|
|
Balance, July 1, 2012
|
|
|
3,683,009
|
|
|
$
|
368,301
|
|
|
|
1,468,462
|
|
|
$
|
146,846
|
|
|
$
|
7,727,264
|
|
|
$
|
2,538,818
|
|
|
$
|
22,903,925
|
|
The accompanying notes to the consolidated financial statements are an integral part of these financial statements.
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
For the Years Ended
|
|
|
|
|
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
|
Net earnings
|
|
$
|
1,424,841
|
|
|
$
|
1,556,929
|
|
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,465,149
|
|
|
|
1,549,166
|
|
Increase in deferred income tax
|
|
|
79,485
|
|
|
|
83,251
|
|
Gain on disposition of assets-net
|
|
|
(25,924
|
)
|
|
|
(14,187
|
)
|
Stock issuance – ESOP plan
|
|
|
-
|
|
|
|
55,620
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
(Increase) decrease in inventories
|
|
|
(55,094
|
)
|
|
|
40,054
|
|
Decrease (increase) in prepaid and other
|
|
|
87,820
|
|
|
|
(261,967
|
)
|
(Increase) decrease in income taxes refundable
|
|
|
(37,671
|
)
|
|
|
358,940
|
|
Decrease in other long-term assets
|
|
|
1,000
|
|
|
|
2,300
|
|
Increase (decrease) in accounts payable
|
|
|
55,596
|
|
|
|
(34,425
|
)
|
(Decrease) increase in accrued expenses
|
|
|
(220,016
|
)
|
|
|
188,012
|
|
(Decrease) increase in other current liabilities
|
|
|
(6,416
|
)
|
|
|
9,474
|
|
Increase (decrease) in long-term deferred compensation
|
|
|
516
|
|
|
|
(3,974
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
2,769,286
|
|
|
|
3,529,193
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
Expenditures for land, building and equipment
|
|
|
(1,608,587
|
)
|
|
|
(1,163,265
|
)
|
Sale of assets
|
|
|
32,150
|
|
|
|
22,750
|
|
Net sales and maturities of short-term investments
|
|
|
2,434,101
|
|
|
|
838,762
|
|
Purchases of marketable securities
|
|
|
(335,000
|
)
|
|
|
(176,322
|
)
|
Increase in cash surrender value
|
|
|
(24,832
|
)
|
|
|
(26,166
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
497,832
|
|
|
|
(504,241
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
Payment of cash dividends
|
|
|
(3,296,942
|
)
|
|
|
(3,242,593
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(3,296,942
|
)
|
|
|
(3,242,593
|
)
|
|
|
|
|
|
|
|
|
|
Net (Decrease) increase in Cash and Equivalents
|
|
|
(29,824
|
)
|
|
|
(217,641
|
)
|
|
|
|
|
|
|
|
|
|
Cash and Equivalents, Beginning of period
|
|
|
2,361,846
|
|
|
|
2,579,487
|
|
|
|
|
|
|
|
|
|
|
Cash and Equivalents, End of period
|
|
$
|
2,332,022
|
|
|
$
|
2,361,846
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
|
|
|
Cash Paid During the Period for:
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
548,430
|
|
|
$
|
373,246
|
|
The accompanying notes to the consolidated financial statements are an integral part of these financial statements.
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization
Bowl America Incorporated is engaged in the operation of 19 bowling centers, with food and beverage service in each center. Ten centers are located in metropolitan Washington D.C., one center in metropolitan Baltimore, Maryland, one center in metropolitan Orlando, Florida, four centers in metropolitan Richmond, Virginia, and three centers in metropolitan Jacksonville, Florida. These 19 centers contain a total of 756 lanes. The Company operates in one segment.
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 2012 ended July 1, 2012, and consisted of 52 weeks. Fiscal year 2011 ended July 3, 2011 and consisted of 53 weeks.
Subsequent Events
The Company has evaluated subsequent events through the date of filing these financial statements with the Securities and Exchange Commission on September 27, 2012.
Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Significant estimates include the deferred compensation liability for executives and key employees including survivor benefits, depreciation expense, cash surrender value of officers' life insurance, the Federal and State income taxes (current and deferred), and market assumptions used in estimating the fair value of certain assets such as marketable securities and long-lived assets.
Revenue Recognition
The Company records revenue for fees charged for use of bowling lanes and other facilities at the time the services are provided. Food, beverage and merchandise sales are recorded as revenue at the time the product is given to the customer.
Depreciation and Amortization
Depreciation and amortization for financial statement purposes are calculated by use of the straight-line method. Amortization of leasehold improvements 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 (years)
|
3
|
-
|
10
|
Building and building improvements (years)
|
10
|
-
|
39
|
Leasehold improvements (years)
|
5
|
-
|
15
|
Amusement games (years)
|
3
|
-
|
5
|
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.
Impairment of Long-Lived Assets
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 undiscounted future cash flows are less than the carrying amount.
Dividends
It is the Company's policy to accrue a dividend liability at the time the dividends are declared.
Advertising Expense
It is the Company's policy to expense advertising expenditures as they are incurred. The Company's advertising expenses for the years ending July 1, 2012, and July 3, 2011, were $616,148 and $959,043, respectively.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consist of resale merchandise including food and beverage and bowling supplies.
Income Taxes
Deferred income tax liabilities and assets are based on the differences between the financial statement and tax bases of assets and liabilities, using tax rates currently in effect. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.
Investment Securities
All of the Company's readily marketable debt and equity securities are classified as available-for-sale. Accordingly, these securities are recorded at fair value with any unrealized gains and losses excluded from earnings and reported, net of deferred taxes, within a separate component of stockholders' equity until realized. Realized gains or losses on the sale of debt and equity securities are reported in earnings and determined using the adjusted cost of the specific security sold.
Earnings Per Share
Earnings per share basic and diluted, have been calculated using the weighted average number of shares of Class A and Class B common stock outstanding of 5,151,471, and 5,147,117, for fiscal years 2012 and 2011, respectively.
Comprehensive Earnings
A consolidated statement of comprehensive earnings reflecting the aggregation of net earnings and unrealized gain or loss on available-for-sale securities, the Company's principal components of other comprehensive earnings, has been presented for the years ended July 1, 2012 and July 3, 2011.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company considers money market funds and certificates of deposits, with original maturities of three months or less to be cash equivalents. The Company maintains cash accounts which may exceed federally insured limits during the year, but does not believe that this results in any significant credit risk.
Other Current Liabilities
Other current liabilities include prize fund monies held by the Company for bowling leagues. The funds are returned to the leagues at the end of the league bowling season. At July 1, 2012 and July 3, 2011 other current liabilities included $287,273 and $289,718, respectively, in prize fund monies.
Reclassifications
Certain previous year amounts have been reclassified to conform with the current year presentation
.
New Accounting Standards
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-02 “
Testing Indefinite-Lived Intangible Assets for Impairment
”. This update provides entities with the option of first assessing qualitative factors to determine whether it is more likely than not that indefinite lived intangible assets are impaired. This standard is effective for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company’s does not believe this standard will have an impact on the Company’s financial statements as the Company holds no indefinite lived intangibles.
In June 2011, the FASB issued ASU 2011-05,
“Presentation of Comprehensive Income.”
This update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. These changes became effective for the Company in the fiscal 2012 third quarter and did not have a significant impact on the Company’s financial statements as comprehensive earnings were already presented in consecutive statements.
In May 2011, the FASB issued ASU No. 2011-04,
“Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.”
(“ASU 2011-04”). This amendment contains certain updates to the fair value measurement guidance as well as enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for “Level 3” measurements, including enhanced disclosure for: (1) the valuation processes used by the reporting entity; and (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. The provisions of this update are effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. The Company’s adoption of this standard did not have a significant impact on the Company’s fair value measurements, financial condition, results of operations or cash flows.
2. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consisted of the following:
|
|
July 1,
2012
|
|
|
July 3, 2011
|
|
|
|
|
|
|
|
|
Demand deposits and cash on hand
|
|
$
|
1,486,497
|
|
|
$
|
1,600,965
|
|
Money market funds
|
|
|
845,525
|
|
|
|
760,881
|
|
|
|
$
|
2,332,022
|
|
|
$
|
2,361,846
|
|
The account balances at times exceed federally insured limits. The Company does not believe this poses any significant risk.
3. INVESTMENTS
The Company’s marketable securities are categorized as available-for-sale securities. The cost for marketable securities was determined using the specific identification method. The fair values of marketable securities are based on the quoted market price for those securities. Short-term investments consist of certificates of deposits with maturities of generally three months to one year. At July 1, 2012, the fair value of short-term investments was $3,863,721. At July 3, 2011, the fair value of short-term investments was $6,297,822. Non-current investments are marketable securities which primarily consist of telecommunications stocks and a mutual fund that invests in mortgage backed securities. Unrealized gains and losses are reported as a component of accumulated other comprehensive earnings in Stockholders’ Equity.
As of July 1, 2012, the Company had $201,981 of gross unrealized gains from its investments in federal agency mortgage backed securities which had a fair value of $3,498,182. As of July 3, 2011, $163,019 in gross unrealized gains were from its investments in federal agency mortgage backed securities which had a fair value of $3,302,418. The Company’s investments were was follows:
The fair value of these assets as of July 1, 2012 is as follows:
Description
|
|
|
|
|
|
|
|
|
|
|
Unrealized
gains/(losses)
for the
Year Ended
July 1, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
$
|
4,788,498
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
374,386
|
|
|
$
|
3,899,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual fund
|
|
|
3,498,182
|
|
|
|
-
|
|
|
|
-
|
|
|
|
38,962
|
|
|
|
201,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposits
|
|
|
-
|
|
|
|
3,863,721
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
TOTAL
|
|
$
|
8,286,680
|
|
|
$
|
3,863,721
|
|
|
|
-
|
|
|
$
|
413,348
|
|
|
$
|
4,101,481
|
|
The fair value of these assets as of July 3, 2011 was as follows:
Description
|
|
|
|
|
|
|
|
|
|
|
Unrealized
gains/(losses)
for the
Year Ended
July 3, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
$
|
4,235,914
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
913,824
|
|
|
$
|
3,525,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual fund
|
|
|
3,302,418
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(18,699
|
)
|
|
|
163,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposits
|
|
|
-
|
|
|
|
6,297,822
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
TOTAL
|
|
$
|
7,538,332
|
|
|
$
|
6,297,822
|
|
|
|
-
|
|
|
$
|
895,125
|
|
|
$
|
3,688,133
|
|
The fair value of certificates of deposits is estimated using net present value techniques and comparing the values to certificates with similar terms.
4. LAND, BUILDINGS, AND EQUIPMENT
Land, buildings, and equipment, as cost, consisted of the following:
|
|
|
|
|
|
|
Buildings
|
|
$
|
18,205,337
|
|
|
$
|
17,908,793
|
|
Leasehold and building improvements
|
|
|
7,958,366
|
|
|
|
7,817,752
|
|
Bowling lanes and equipment
|
|
|
22,891,473
|
|
|
|
22,796,335
|
|
Land
|
|
|
10,590,450
|
|
|
|
10,590,450
|
|
Amusement games
|
|
|
818,190
|
|
|
|
821,819
|
|
Bowling lanes and equipment not yet in use
|
|
|
276,621
|
|
|
|
216,545
|
|
|
|
|
60,740,437
|
|
|
|
60,151,694
|
|
Less accumulated depreciation and amortization
|
|
|
38,021,911
|
|
|
|
37,570,380
|
|
|
|
$
|
22,718,526
|
|
|
$
|
22,581,314
|
|
Depreciation and amortization expense for buildings and equipment for fiscal years 2012 and 2011 was $1,465,149, and $1,549,166, respectively. The Company includes construction in progress costs in the bowling lanes and equipment not yet in use category until completion of the project. Bowling lanes
and equipment not yet in use are not depreciated.
5. COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company and its subsidiaries are obligated under long-term real estate lease agreements for two 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.
At July 1, 2012, the minimum fixed rental commitments related to all non-cancelable leases, were as follows:
Year Ending
|
|
|
|
2013
|
|
$
|
288,000
|
|
2014
|
|
|
280,667
|
|
2015
|
|
|
16,667
|
|
Total minimum lease payments
|
|
$
|
585,334
|
|
Net rent expense was as follows:
|
|
For the Years Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rent under operating leases
|
|
$
|
288,000
|
|
|
$
|
288,000
|
|
Excess percentage rents
|
|
|
-
|
|
|
|
767
|
|
|
|
$
|
288,000
|
|
|
$
|
288,767
|
|
Purchase Commitments
The Company's purchase commitments at July 1, 2012 are for materials, supplies, services and equipment as part of the normal course of business.
6. PROFIT-SHARING AND ESOP PLAN
The Company has two defined contribution plans. The first is a profit-sharing plan 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. For the years ended July 1, 2012 and July 3, 2011, contributions in the amount of $50,000 for each year, were charged to operating expense.
Effective March 31, 1987, the Company adopted an Employee Stock Ownership Plan (ESOP) which generally covers all individuals 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 fiscal year 2012, the Company contributed $50,000 and for fiscal year 2011 the Company contributed 4,500 shares of Bowl America common stock valued at $55,620, based on the market price on the date of contribution. The Company has no defined benefit plan or other post retirement plan.
7. INCOME TAXES
The Company is required to analyze all material positions it has taken or plans to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s financial statements.
The Company had no material unrecognized tax benefits at July 1, 2012 nor does it expect any significant change in that status during the next twelve months. No accrued interest or penalties on uncertain tax positions have been included on the consolidated statements of earnings and comprehensive earnings or the consolidated balance sheet. Should the Company adopt tax positions for which it would be appropriate to accrue interest and penalties, such costs would be reflected in the tax expense for the period in which such costs accrued. The Company is subject to U.S. Federal income tax and to several state jurisdictions. Returns filed for tax periods ending after June 29, 2008 are still open to examination by those relevant taxing authorities.
The significant components of the Company's deferred tax assets and liabilities were as follows:
|
|
|
|
|
|
|
Deferred tax:
|
|
|
|
|
|
|
Land, buildings, and equipment
|
|
$
|
1,255,699
|
|
|
$
|
1,169,898
|
|
Unrealized gain on available- for-sale securities
|
|
|
1,563,743
|
|
|
|
1,405,218
|
|
Dividends received
|
|
|
|
|
|
|
|
|
Prepaid expenses and other
|
|
|
(27,453
|
)
|
|
|
(20,096
|
)
|
Deferred tax liabilities
|
|
$
|
2,791,989
|
|
|
$
|
2,555,020
|
|
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:
|
|
For the Years Ended
|
|
|
|
2012
|
|
|
2011
|
|
Taxes computed at statutory rate
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
State income taxes, net of Federal income tax benefit
|
|
|
2.4
|
|
|
|
3.7
|
|
Dividends received exclusion
|
|
|
(3.0
|
)
|
|
|
(2.3
|
)
|
All other net
|
|
|
(4.3
|
)
|
|
|
(1.0
|
)
|
|
|
|
29.1
|
%
|
|
|
34.4
|
%
|
8. STOCKHOLDERS' EQUITY
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.
At July 1, 2012, and July 3, 2011, the Company had $39,093 in employee loans related to the issuance of shares. These loans are secured by the shares of the Company's common stock acquired and are full recourse notes. The notes bear interest at rates of 3 1/2% to 5% and are payable over a term of three years from the date of the agreements which range from 2010 to 2011. These employee loans have been recorded as a reduction of additional paid-in capital.
9. DEFERRED COMPENSATION
Deferred compensation payable was a total of $50,221 at July 1, 2012, and $49,021 at July 3, 2011. The current portion of these amounts is $6,004 at July 1, 2012, and $5,320 at July 3, 2011, and is included in accrued expenses.
805 King Farm Boulevard
Rockville, Maryland 20850
Phone 301.231.6200
Fax 301.231.7630
Report of Independent Registered Public Accounting Firm
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 July 1, 2012 and July 3, 2011, and the related Consolidated Statements of Earnings and Comprehensive Earnings, Stockholders’ Equity and Cash Flows for the years then ended. Bowl America Incorporated and Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bowl America Incorporated and Subsidiaries as of July 1, 2012 and July 3, 2011, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/S/ Aronson, LLC
Aronson, LLC
Rockville, Maryland
September 27, 2012
Metropolitan Washington
|
|
Lanes
|
Bowl America Bull Run
|
|
32
|
Bowl America Burke
|
|
34
|
Bowl America Chantilly
|
|
40
|
Bowl America Dranesville
|
|
48
|
Bowl America Fairfax
|
|
40
|
Bowl America Falls Church
|
|
48
|
Bowl America Gaithersburg
|
|
48
|
Bowl America Manassas
|
|
44
|
Bowl America Shirley
|
|
40
|
Bowl America Woodbridge
|
|
40
|
|
|
|
Metropolitan Baltimore
|
|
Lanes
|
Bowl America Glen Burnie
|
|
48
|
|
|
|
Richmond
|
|
Lanes
|
Bowl America Eastern Richmond
|
|
36
|
Bowl America Midlothian
|
|
52
|
Bowl America Short Pump
|
|
40
|
Bowl America Southwest
|
|
40
|
|
|
|
Jacksonville
|
|
Lanes
|
Bowl America Mandarin
|
|
32
|
Bowl America Orange Park
|
|
32
|
Bowl America Southside
|
|
32
|
|
|
|
Orlando
|
|
Lanes
|
Bowl America Winter Park
|
|
30
|
directors
Arthur H. Bill
Retired Attorney
Warren T. Braham
Retired Attorney
Cheryl A. Dragoo
Controller
Senior Vice President &
Chief Financial Officer
Bowl America Inc.
Merle Fabian
Retired Librarian
Leslie H. Goldberg
President &
Chief Executive Officer
Bowl America Inc.
Stanley H. Katzman
Retired Senior Computer Specialist
National Institutes of Health
Ruth E. Macklin
Retired Educator
Allan L. Sher
Retired Senior Executive of
Securities Brokerage Industry
officers
Leslie H. Goldberg
President & Chief Executive Officer
Ruth E. Macklin
Senior Vice President
Secretary & Treasurer
Cheryl A. Dragoo
Senior Vice President, Assistant Treasurer
& Chief Financial Officer
Michael T. Dick
Assistant Secretary
directory
Transfer Agent and Registrar
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016
Auditors
Aronson LLC
Corporate Offices
6446 Edsall Road
Alexandria, VA 22312
703/941-6300
Mailing Address
Post Office Box 1288
Springfield, VA 22151
Counsel
Foley & Lardner LLP
Symbol
NYSE MKT
BWL A
Web site
www.bowlamericainc.com