UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10 - Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 001-12131
---------------------
AMF BOWLING WORLDWIDE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3873272
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYEE
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8100 AMF DRIVE
RICHMOND, VIRGINIA 23111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
--------------------
(804) 730-4000
(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 ___.
At April 29, 1999, 100 shares of common stock, par value of $.01, of the
Registrant were outstanding.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 48,980 $ 21,847
Accounts and notes receivable, net of allowance for
doubtful accounts of $7,328 and $6,492, respectively 86,422 82,435
Inventories 66,279 64,735
Deferred taxes and other 27,621 22,539
----------- -----------
Total current assets 229,302 191,556
Property and equipment, net 854,124 873,985
Other assets 98,241 100,295
Goodwill, net 767,419 772,744
Investments in and advances to joint ventures 12,073 17,436
----------- -----------
Total assets $ 1,961,159 $ 1,956,016
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 29,815 $ 33,900
Accrued expenses 66,982 60,512
Income taxes payable 7,110 5,316
Current portion of long-tem debt 34,250 32,375
----------- -----------
Total current liabilities 138,157 132,103
Long-term debt, less current portion 1,028,190 1,014,716
Other long-term liabilities 3,872 5,265
----------- -----------
Total liabilities 1,170,219 1,152,084
----------- -----------
Commitments and contingencies
Stockholder's equity:
Common stock (par value $.01, 100 shares authorized, issued
and outstanding at March 31, 1999 and December 31, 1998) -- --
Paid-in capital 1,005,798 1,005,798
Retained deficit (194,616) (182,541)
Foreign currency translation adjustment (20,242) (19,325)
----------- -----------
Total stockholder's equity 790,940 803,932
----------- -----------
Total liabilities and stockholder's equity $ 1,961,159 $ 1,956,016
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
1999 1998
---- ----
<S> <C> <C>
Operating revenue $ 202,567 $ 187,284
--------- ---------
Operating expenses:
Cost of goods sold 39,582 38,857
Bowling center operating expenses 93,221 78,471
Selling, general, and administrative expenses 13,412 16,901
Depreciation and amortization 33,111 26,790
--------- ---------
Total operating expenses 179,326 161,019
--------- ---------
Operating income 23,241 26,265
--------- ---------
Nonoperating expenses (income):
Interest expense 25,855 25,974
Other expenses, net 2,974 573
Interest income (575) (490)
--------- ---------
Total nonoperating expenses 28,254 26,057
--------- ---------
Income (loss) before income taxes (5,013) 208
Provision for income taxes 1,539 436
--------- ---------
Net loss before equity in loss of joint ventures (6,552) (228)
Equity in loss of joint ventures (5,523) (352)
--------- ---------
Net loss $ (12,075) $ (580)
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(12,075) $ (580)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 33,111 26,790
Equity in loss of joint ventures 5,523 352
Amortization of bond discount 6,318 5,667
Loss on the sale of property and equipment, net 509 269
Changes in assets and liabilities:
Accounts and notes receivable, net (6,132) 7,287
Inventories (2,507) (10,077)
Other assets (458) (2,047)
Accounts payable and accrued expenses 261 (15,853)
Income taxes payable (12) (673)
Other long-term liabilities (485) (40)
-------- --------
Net cash provided by operating activities 24,053 11,095
-------- --------
Cash flows from investing activities:
Acquisitions of operating units, net of cash acquired (1,208) (65,615)
Investments in and advances to joint ventures (160) (4,565)
Purchases of property and equipment (4,669) (11,641)
Proceeds from the sale of property and equipment 114 104
-------- --------
Net cash used in investing activities (5,923) (81,717)
-------- --------
Cash flows from financing activities:
Proceeds from long-term debt, net of deferred financing costs 20,000 72,000
Payments on long-term debt (10,969) (9,093)
Contribution from Parent -- 1,381
Payment of noncompete obligations (181) (258)
-------- --------
Net cash provided by financing activities 8,850 64,030
-------- --------
Effect of exchange rates on cash 153 395
-------- --------
Net increase (decrease) in cash 27,133 (6,197)
Cash and cash equivalents at beginning of period 21,847 35,790
-------- --------
Cash and cash equivalents at end of period $ 48,980 $ 29,593
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) which are, in
the opinion of management, necessary for a fair presentation of the results of
operations for the interim periods. The interim financial information and notes
thereto should be read in conjunction with the December 31, 1998, 1997 and 1996
audited consolidated financial statements of AMF Group Holdings Inc. ("AMF Group
Holdings") and its subsidiaries (collectively, the "Company") presented in the
Form 10-K Annual Report of AMF Bowling Worldwide, Inc. ("Bowling Worldwide") for
the fiscal year ended December 31, 1998 filed with the U.S. Securities and
Exchange Commission. The results of operations for the three months ended March
31, 1999 are not necessarily indicative of results to be expected for the entire
year.
The Company is principally engaged in two business segments: (i) the
ownership and operation of bowling centers, consisting of 422 U.S. bowling
centers and 123 international bowling centers ("Bowling Centers"), including
fifteen joint venture centers described in "Note 8. Acquisitions", as of March
31, 1999, and (ii) the manufacture and sale of bowling equipment such as
automatic pinspotters, automatic scoring equipment, bowling pins, lanes, ball
returns, certain spare parts, and the resale of allied products such as bowling
balls, bags, shoes, and certain other spare parts ("Bowling Products"). The
principal markets for bowling equipment are U.S. and international bowling
center operators. The Company was acquired in 1996 by an investor group led by
an affiliate of Goldman, Sachs & Co. (the "Acquisition").
Bowling Worldwide is a wholly owned, direct subsidiary of AMF Group
Holdings. AMF Group Holdings is a wholly owned, direct subsidiary of AMF
Bowling, Inc. ("AMF Bowling"). AMF Group Holdings and AMF Bowling are holding
companies only. The principal assets in each are comprised of investments in
subsidiaries.
As of March 31, 1999, the Company has acquired 263 bowling centers and
constructed two bowling centers since the Acquisition for a combined purchase
price of $497.5 million. The Company has funded its acquisitions and center
construction from internally generated cash, borrowings under the senior secured
revolving credit facility (the "Bank Facility") under the Credit Agreement (as
defined in Note 5), and issuances of AMF Bowling common stock (the "Common
Stock"). See "Note 8. Acquisitions".
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The condensed consolidated results of operations of the Company have been
presented for the three months ended March 31, 1999 and 1998, respectively. All
significant intercompany balances and transactions have been eliminated in the
accompanying condensed consolidated financial statements. Certain amounts in the
prior year's financial statements have been reclassified to conform to the
current year presentation. All dollar amounts are in thousands, except where
otherwise indicated.
GOODWILL
As a result of the Acquisition and subsequent purchases of bowling centers
discussed in "Note 8. Acquisitions", and in accordance with the purchase method
of accounting for all acquisitions, the Company recorded goodwill representing
the excess of the purchase price over the allocation among the acquired assets
and liabilities in accordance with estimates of fair market value on the dates
of acquisition. Goodwill is being amortized over 40 years. Amortization expense
was $5,141 and $5,037 for the three months ended March 31, 1999 and 1998,
respectively.
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
COMPREHENSIVE INCOME (LOSS)
Comprehensive loss was $12,992 for the three months ended March 31, 1999 and
comprehensive income was $819 for the three months ended March 31, 1998.
Accumulated other comprehensive loss consists of the accumulated foreign
currency translation adjustment on the accompanying condensed consolidated
balance sheets.
RECENT ACCOUNTING PRONOUNCEMENT
Effective for the quarter ended March 31, 2000, the Company will be required
to adopt SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities." The Company does not expect that adoption of this standard will
have a material adverse impact on the Company's financial position or results of
operations.
NOTE 3. INVENTORIES
Inventories at March 31, 1999, and December 31, 1998 consisted of the
following:
MARCH 31, DECEMBER 31,
1999 1998
--------------- ---------------
(UNAUDITED)
Bowling Products, at FIFO:
Raw materials $12,519 $11,471
Work in progress 1,850 1,548
Finished goods and spare parts 43,226 42,980
Bowling Centers, at average cost:
Merchandise and spare parts 8,684 8,736
--------------- ---------------
$66,279 $64,735
=============== ===============
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment at March 31, 1999, and December 31, 1998, consisted
of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- -----------
(UNAUDITED)
<S> <C> <C>
Land $ 131,988 $ 131,906
Buildings and improvements 361,196 362,297
Equipment, furniture and fixtures 555,448 553,203
Other 9,146 7,476
----------- -----------
1,057,778 1,054,882
Less: accumulated depreciation and amortization (203,654) (180,897)
=========== ===========
$ 854,124 $ 873,985
=========== ===========
</TABLE>
Depreciation and amortization expense related to property and equipment was
$23,907 and $20,519 for the three months ended March 31, 1999 and 1998,
respectively.
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 5. LONG-TERM DEBT
Long-term debt at March 31, 1999, and December 31, 1998 consisted of the
following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
------------- -------------
(UNAUDITED)
<S> <C> <C>
Bank debt $ 590,908 $ 581,877
Subsidiary senior subordinated notes 250,000 250,000
Subsidiary senior subordinated discount notes 219,541 213,226
Mortgage and equipment notes 1,991 1,988
----------- -----------
Total debt 1,062,440 1,047,091
Current maturities (34,250) (32,375)
----------- ----------
Total long-term debt $ 1,028,190 $ 1,014,716
=========== ===========
</TABLE>
The Company's bank debt (the "Senior Debt") was incurred pursuant to a
credit agreement, dated as of May 1, 1996, which was amended and restated in
connection with AMF Bowling's initial public offering (the "Initial Public
Offering") of Common Stock, as of November 3, 1997, among Bowling Worldwide and
its lenders (the "Credit Agreement"). The Credit Agreement provides for (i)
three senior secured term loan facilities aggregating $455.3 million (the "Term
Facilities") and (ii) the Bank Facility which provides for borrowings up to
$355.0 million on a revolving basis. At March 31, 1999, amounts outstanding
under the Term Facilities and Bank Facility were $407.9 million and $183.0
million, respectively.
The Credit Agreement contains certain financial covenants, as well as
affirmative and negative covenants, constraining Bowling Worldwide. In 1998, the
Company entered into Amendment Number 1 and Waiver (the "Amendment and Waiver")
to the Credit Agreement that amended or waived certain financial covenants of
the Credit Agreement and imposed certain restrictions on the Company's
operations through December 31, 1999. In addition, for 1999, borrowings to
finance acquisitions are substantially restricted and limits have been placed on
the Company's ability to make capital expenditures, investments and
acquisitions. The Company is in compliance with the amended covenants as of
March 31, 1999 and believes that it will be in compliance throughout the
remainder of 1999, but any downturn in the current performance of the Company
could result in non-compliance with these financial covenants. The financial
covenants existing prior to the amendment will be reinstated beginning with the
year 2000. However, based on current performance, the Company will not meet the
requirements of the financial covenants that will be reinstated. Failure by the
Company to comply with its Credit Agreement covenants could result in an event
of default which, if not cured or waived, will have a material adverse effect on
the Company.
RECAPITALIZATION PLAN AND PROPOSED CREDIT AGREEMENT MODIFICATIONS
On May 5, 1999, AMF Bowling announced a recapitalization plan which
includes a rights offering to existing stockholders to raise approximately $140
million and a tender offer for a portion of its outstanding zero coupon
convertible debentures at a discount. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -Current Developments" for a
more detailed description of the recapitalization plan and intended use of
proceeds thereof.
A portion of the proceeds of the rights offering would also be used to fund
future bowling center acquisitions, along with funds that may be available under
the Credit Agreement, and for general corporate purposes. The Company has
requested that, in connection with AMF Bowling's recapitalization plan, the
lenders under the Credit Agreement provide the Company with (i) the ability to
increase the pace of its bowling center acquisition program on a selective
basis, (ii) greater financial flexibility under the covenants contained in the
Credit Agreement and (iii) certain other modifications.
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 6. COMMITMENTS AND CONTINGENCIES
LITIGATION AND CLAIMS
The Company is involved in certain lawsuits arising out of normal business
operations. The majority of these relate to accidents at bowling centers.
Management believes that the ultimate resolution of such matters will not have a
material adverse effect on the Company's results of operations or financial
position. While the ultimate outcome of the litigation and claims against the
Company cannot presently be determined, management believes the Company has made
adequate provision for possible losses.
On April 22, 1999, a putative class action was filed in the United States
District Court for the Southern District of New York by Vulcan International
Corporation ("Vulcan") against AMF Bowling and the Company, The Goldman Sachs
Group, L.P., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Cowen &
Company, Schroder & Co. Inc., Richard A. Friedman and Douglas J. Stanard.
Vulcan, as putative class representative for itself and all persons who
purchased the Common Stock in the Initial Public Offering, seeks, among other
things, damages and/or rescission against all defendants jointly and severally
pursuant to Sections 11, 12 and/or 15 of the Securities Act of 1933 based on
allegedly inaccurate and misleading disclosures in connection with and following
the Initial Public Offering. Management believes that the litigation is without
merit and intends to defend it vigorously.
NOTE 7. EMPLOYEE BENEFIT PLANS
AMF BOWLING, INC. 1996 STOCK INCENTIVE PLAN
The total number of shares of Common Stock ("Stock Options") initially
reserved and available for grant at March 31, 1999 under the AMF Bowling, Inc.
1996 Stock Incentive Plan (the "1996 Plan") was 1,767,151. At March 31, 1999,
the number of Stock Options outstanding to senior management, other employees,
consultants and directors totaled 864,650 at an exercise price of $10.00 per
share. Of the total Stock Options awarded under the 1996 Plan, 572,200 were
exercisable at March 31, 1999, and no Stock Options were exercised in the three
months ended March 31, 1999. Forfeited Stock Options under the 1996 Plan totaled
585,450 through March 31, 1999. There were 834,951 shares of Common Stock
available for grant under the 1996 Plan as of March 31, 1999.
AMF BOWLING, INC. 1998 STOCK INCENTIVE PLAN
Under the AMF Bowling, Inc. 1998 Stock Incentive Plan (the "1998 Plan"), AMF
Bowling may grant incentive awards in the form of restricted stock awards, Stock
Options and stock appreciation rights in substantially the same manner as
provided under the 1996 Plan. Four million shares of Common Stock are reserved
for issuance under the 1998 Plan. In addition, shares of Common Stock that have
been reserved but not issued under the 1996 Plan, and shares which are subject
to awards under the 1996 Plan that expire or otherwise terminate, may be granted
as awards pursuant to the 1998 Plan. As of March 31, 1999, options to purchase
1,384,650 shares were granted under the 1998 Plan.
CHIEF EXECUTIVE STOCK OPTION
On April 28, 1999, AMF Bowling and the Company granted to Roland Smith a
nonqualified stock option (the "Smith Option") to purchase one million
(1,000,000) shares of Common Stock at an exercise price of $5.2813 per share of
Common Stock in connection with Mr. Smith's employment as president and chief
executive officer of AMF Bowling and the Company. The exercise price of the
Smith Option is equal to the fair market value of the Common Stock on the date
the Smith Option was granted. The Smith Option was not granted pursuant to
either the 1996 Plan or the 1998 Plan. However, the Smith Option is subject to
the terms of the 1998 Plan and such terms are incorporated into the option
agreement. The Smith Option shall vest and become exercisable in 20% increments
beginning on the date of grant and on each of the next four anniversaries
thereof, and becomes vested and fully exercisable upon a Change of Control (as
defined in the 1998 Plan).
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 8. ACQUISITIONS
Since May 1, 1996 and prior to December 31, 1998, AMF Bowling Centers
purchased an aggregate of 262 bowling centers from various unrelated sellers.
From January 1, 1999 through March 31, 1999, the Company acquired one center in
the United States. The combined net purchase price for all acquisitions was
approximately $498.7 million, and was funded with approximately $76.6 million
from the sale of equity by AMF Bowling, $420.9 million from available borrowing
under Bowling Worldwide's then existing Acquisition Facility and current Bank
Facility, and with $1.2 million from the issuance of Common Stock.
As a result of these acquisitions, and after giving effect to the
construction of two new U.S. centers, the closing of 17 U.S. centers and two
international centers and the sale of a center in Switzerland since the
Acquisition, the Company owned and operated 422 U.S. bowling centers and 123
international bowling centers as of March 31, 1999. As of April 30, 1999, the
Company had no commitments regarding the acquisition of additional bowling
centers.
NOTE 9. BUSINESS SEGMENTS
The Company operates in two major lines of business: operating bowling
centers and manufacturing bowling and related products. Information concerning
operations in these businesses for the three months ended March 31, 1999 and
1998, respectively, is presented below (in millions):
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999 (unaudited)
----------------------------------------------------------------------------------------------
Bowling Centers Bowling Products
------------------------------ ----------------------
Inter- Sub- Inter- Sub- Elim-
U.S national total U.S. national total Corporate inations Total
--- -------- ----- ---- -------- ----- --------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue from unaffiliated customers $ 140.9 $ 31.7 $ 172.6 $ 13.4 $ 16.6 $ 30.0 $ -- $ -- $ 202.6
Intersegment sales -- -- -- 1.1 0.9 2.0 -- -- 2.0
Operating income (loss) 29.7 3.7 33.4 (3.2) (3.3) (6.5) (4.0) 0.4 23.3
Identifiable assets 870.5 338.9 1,209.4 636.8 81.6 718.4 30.9 2.5 1,961.2
Depreciation and amortization 21.6 5.5 27.1 5.5 0.4 5.9 0.5 (0.4) 33.1
Capital expenditures 2.0 1.1 3.1 1.4 0.2 1.6 -- -- 4.7
Research and development expense -- -- -- 0.1 -- 0.1 -- -- 0.1
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended March 31, 1998 (unaudited)
---------------------------------------------------------------------------------------------
Bowling Centers Bowling Products
-------------------- -------------------------
Inter- Sub- Inter- Sub- Elim-
U.S. national total U.S. national total Corporate inations Total
---- -------- --------- ------- --------- ------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue from unaffiliated customers $ 125.0 $ 25.2 $ 150.2 $ 13.6 $ 23.5 $ 37.1 $ -- $ -- $ 187.3
Intersegment sales -- -- -- 3.7 0.3 4.0 -- -- 4.0
Operating income (loss) 32.6 2.3 34.9 (3.9) (1.4) (5.3) (4.0) 0.7 26.3
Identifiable assets 865.4 312.4 1,177.8 631.3 75.1 706.4 3.7 1.9 1,889.8
Depreciation and amortization 17.4 4.5 21.9 5.1 0.3 5.4 0.2 (0.7) 26.8
Capital expenditures 7.0 0.9 7.9 3.2 0.5 3.7 -- -- 11.6
Research and development expense -- -- -- 0.2 -- 0.2 -- -- 0.2
</TABLE>
NOTE 10. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The following condensed consolidating financial information presents: (i)
the condensed consolidating balance sheet as of March 31, 1999, and condensed
consolidating statements of income and cash flows for the three months ended
March 31, 1999 and (ii) elimination entries necessary to combine the entities
comprising the Company.
Bowling Worldwide's subsidiary senior subordinated notes and subsidiary
senior subordinated discount notes are jointly and severally guaranteed on a
full and unconditional basis by AMF Group Holdings and the first and second-tier
subsidiaries of Bowling Worldwide. AMF Bowling and the third-tier subsidiaries
of Bowling Worldwide have not provided guarantees of such indebtedness.
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NON-
GUARANTOR GUARANTOR
COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 46,855 $ 2,125 $ -- $ 48,980
Accounts and notes receivable, net
of allowance for doubtful accounts 85,849 573 -- 86,422
Accounts receivable - intercompany 9,688 12,036 (21,724) --
Inventories 65,253 1,026 -- 66,279
Deferred taxes and other 21,863 5,758 -- 27,621
----------- ----------- ----------- -----------
Total current assets 229,508 21,518 (21,724) 229,302
Notes receivable - intercompany 44,403 5,663 (50,066) --
Property and equipment, net 777,983 74,931 1,210 854,124
Investment in subsidiaries 20,783 -- (20,783) --
Goodwill and other assets 866,864 10,869 -- 877,733
----------- ----------- ----------- -----------
Total assets $ 1,939,541 $ 112,981 $ (91,363) $ 1,961,159
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 26,461 $ 3,354 $ -- $ 29,815
Accounts payable - intercompany 12,036 9,688 (21,724) --
Accrued expenses 54,787 12,195 -- 66,982
Income taxes payable 2,570 4,540 -- 7,110
Current portion of long-term debt 34,250 -- -- 34,250
----------- ----------- ----------- -----------
Total current liabilities 130,104 29,777 (21,724) 138,157
Long-term debt, less current portion 1,011,187 17,003 -- 1,028,190
Notes payable - intercompany 5,663 44,403 (50,066) --
Other long-term liabilities 2,857 1,015 -- 3,872
----------- ----------- ----------- -----------
Total liabilities 1,149,811 92,198 (71,790) 1,170,219
----------- ----------- ----------- -----------
Commitments and contingencies
Stockholder's equity:
Common stock -- -- -- --
Paid-in capital 1,003,794 27,629 (25,625) 1,005,798
Retained (deficit) earnings (193,822) 3,258 (4,052) (194,616)
Equity adjustment from foreign
currency translation (20,242) (10,104) 10,104 (20,242)
----------- ----------- ----------- -----------
Total stockholder's equity 789,730 20,783 (19,573) 790,940
----------- ----------- ----------- -----------
Total liabilities and stockholder's equity $ 1,939,541 $ 112,981 $ (91,363) $ 1,961,159
=========== =========== =========== ===========
</TABLE>
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NON-
GUARANTOR GUARANTOR
COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
------------- ------------ ------------- --------------
<S> <C> <C> <C> <C>
Operating Revenue $ 186,372 $ 16,397 $ (202) $ 202,567
------------- ------------ ------------- --------------
Operating expenses:
Cost of goods sold 37,938 1,779 (135) 39,582
Bowling center operating expenses 84,796 8,492 (67) 93,221
Selling, general, and administrative expenses 12,365 1,047 - 13,412
Depreciation and amortization 31,172 1,969 (30) 33,111
------------- ------------ ------------- --------------
Total operating expenses 166,271 13,287 (232) 179,326
------------- ------------ ------------- --------------
Operating Income 20,101 3,110 30 23,241
------------- ------------ ------------- --------------
Nonoperating expenses (income):
Interest expense 25,589 266 - 25,855
Other expenses, net 2,047 927 - 2,974
Interest income (572) (3) - (575)
Equity in (income) loss of subsidiaries (504) - 504 -
------------- ------------ ------------- --------------
Total nonoperating expenses 26,560 1,190 504 28,254
------------- ------------ ------------- --------------
Loss before income taxes (6,459) 1,920 (474) (5,013)
Provision for income taxes 123 1,416 - 1,539
------------- ------------ ------------- --------------
Net loss before equity in loss of
joint ventures (6,582) 504 (474) (6,552)
Equity in loss of joint ventures (5,523) - - (5,523)
------------- ------------ ------------- --------------
Net loss $ (12,105) $ 504 $ (474) $ (12,075)
============= ============ ============= ==============
</TABLE>
<PAGE>
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
AMF GROUP HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NON-
GUARANTOR GUARANTOR
COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
------------ ------------- ------------- ---------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income (12,105) $ 504 $ (474) $ (12,075)
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Depreciation and amortization 31,172 1,969 (30) 33,111
Equity in loss of joint ventures 5,523 - - 5,523
Amortization of bond discount 6,318 - - 6,318
Equity in earnings of subsidiaries (504) - 504 -
Loss on the sale of property and equipment, net 509 - - 509
Changes in assets and liabilities:
Accounts and notes receivable (5,970) (162) - (6,132)
Receivables and payables - affiliates 2,460 (2,460) - -
Inventories (2,485) (22) - (2,507)
Other assets 1,012 (1,470) - (458)
Accounts payable and accrued expenses (2,550) 2,811 - 261
Income taxes payable (755) 743 - (12)
Other long-term liabilities (485) - - (485)
------------ ------------- ------------- ---------------
Net cash provided by operating activities 22,140 1,913 - 24,053
------------ ------------- ------------- ---------------
Cash flows from investing activities:
Acquisitions of operating units, net of cash acquired (1,208) - - (1,208)
Investments in and advances to joint ventures (160) - - (160)
Purchases of property and equipment (4,075) (594) - (4,669)
Proceeds from sale of property and equipment 114 - - 114
------------ ------------- ------------- ---------------
Net cash used in investing activities (5,329) (594) - (5,923)
------------ ------------- ------------- ---------------
Cash flows from financing activities:
Proceeds from long-term debt, net of deferred financing costs 20,000 - 20,000
Payments on long-term debt (10,969) - - (10,969)
Noncompete obligations (181) - - (181)
------------ ------------- ------------- ---------------
Net cash provided by financing activities 8,850 - - 8,850
------------ ------------- ------------- ---------------
Effect of exchange rates on cash 1,351 (1,198) - 153
------------ ------------- ------------- ---------------
Net increase in cash 27,012 121 - 27,133
Cash and cash equivalents at beginning of period 19,843 2,004 - 21,847
------------ ------------- ------------- ---------------
Cash and cash equivalents at end of period $ 46,855 $ 2,125 $ - $ 48,980
============ ============= ============= ===============
</TABLE>
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Information in this report contains forward-looking statements, which
are statements other than historical information or statements of current
condition. Some forward-looking statements may be identified by use of terms
such as "believes", "anticipates", "intends", or "expects". These
forward-looking statements relate to the plans and objectives of AMF Group
Holdings Inc. ("AMF Group Holdings") and its subsidiaries (collectively, the
"Company"), including AMF Bowling Worldwide, Inc. ("Bowling Worldwide") for
future operations. In light of the risks and uncertainties inherent in all
future projections, the inclusion of forward-looking statements in this report
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved. Many factors could
cause the Company's actual results to differ materially from those in the
forward-looking statements, including: (i) the Company's ability to integrate
acquired operations into its business, (ii) the ability of the Company's new
management to execute its long term strategies, including to identify, finance
and execute increased further acquisitions, (iii) the development and growth of
new bowling markets and the Company's ability to identify those markets and to
generate sales of products in those markets, (iv) the success of the recent
management reorganization of the bowling centers and bowling products
businesses, (v) the expected success of the Company's plans to improve its
bowling centers operations, including revenue enhancement and cost management
programs, (vi) the ability to increase the pace of the Company's bowling center
acquisition program, (vii) the amounts of capital expenditures needed to
maintain or improve the Company's bowling centers, (viii) the manner, timing and
expected results of AMF Bowling Inc.'s ("AMF Bowling") recapitalization plan and
related activities and charges, (ix) the risk of adverse political acts or
developments in the Company's existing or proposed markets for its products or
in which it operates its bowling centers, (x) the Company's ability to retain
experienced senior management, (xi) the success of Company employee incentive
efforts, (xii) the outcome of existing or potential litigation, (xiii) the
ability of the Company and its subsidiaries to generate sufficient cash flow in
a timely manner to satisfy principal and interest payments on their
indebtedness, (xiv) the timing or amount of any changes in the interest expense
of the Company's debt, (xv) the popularity of bowling as an activity in the
United States and abroad, (xvi) the continuation or worsening of economic
difficulties currently being experienced by certain countries in Asia Pacific
and other regions, (xvii) fluctuations in currency exchange rates which affect
translation of operating results and (xviii) increased competitive pressure from
current competitors and future market entrants.
In addition, actual results may differ materially from forward-looking
statements in this report as a result of factors generally applicable to
companies in similar businesses, including, among other things: (i) a decline in
general economic conditions, (ii) an adverse judgment in pending or future
litigation, (iii) the continuation of adverse financial results and substantial
competition in the Company's bowling products business and (iv) the status or
effectiveness of the Company's Year 2000 efforts. The foregoing review of
important factors should not be construed as exhaustive and should be read in
conjunction with other cautionary statements that are included elsewhere in this
report. The Company undertakes no obligation to release publicly the results of
any future revisions it may make to forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
BACKGROUND
This discussion should be read in conjunction with the information contained
under "Selected Financial Data" and AMF Group Holdings' Condensed Consolidated
Financial Statements (unaudited) included elsewhere herein.
The financial information presented below includes the Company's operating
results expressed in terms of EBITDA, which represents earnings before net
interest expense, income taxes, depreciation and amortization, and other net
income or net expenses. EBITDA information is included because the Company
understands that such information is used by certain investors as one measure of
an issuer's historical ability to service debt. EBITDA is not intended to
represent and should not be considered more meaningful than, or an alternative
to, other measures of performance determined in accordance with U.S. generally
accepted accounting principles.
<PAGE>
GENERAL
The Company principally operates in two business segments in the United
States and international markets: (i) the ownership and operation of 422 U.S.
bowling centers and 123 international bowling centers ("Bowling Centers"),
including 15 joint venture centers operated with third parties, as of March 31,
1999; and (ii) the manufacture and sale of bowling equipment and bowling
products ("Bowling Products").
To facilitate a meaningful comparison, in addition to discussing the
consolidated results of the Company, certain portions of this Management's
Discussion and Analysis of Financial Condition and Results of Operations discuss
results of Bowling Centers and Bowling Products separately.
The results of Bowling Centers, Bowling Products and the consolidated group
are set forth below. The business segment results presented below are before
intersegment eliminations since the Company's management believes that this will
provide a more accurate comparison of performance by segment from year to year.
The intersegment eliminations are not material. Interest expense is presented on
a gross basis. The comparative results of Bowling Centers for the first three
months of 1999 versus 1998 reflect the inclusion of 51 centers acquired and one
center constructed since April 1, 1998.
CURRENT DEVELOPMENTS
NEW CHIEF EXECUTIVE OFFICER
On April 29, 1999, AMF Bowling announced the appointment of Roland Smith as
president and chief executive officer of the Company. Mr. Smith, 44, succeeds
Stephen E. Hare, AMF Bowling's and theCompany's chief financial officer, who
was acting president and chief executive officer for the past six months. Mr.
Hare will continue his role as chief financial officer. Mr. Smith has been
appointed to AMF Bowling's board of directors and to the executive committee of
the board of directors.
RECAPITALIZATION PLAN
On May 5, 1999, AMF Bowling announced a recapitalization plan which includes
a rights offering to existing stockholders to raise approximately $140 million
and a tender offer for a portion of its outstanding zero coupon convertible
debentures (the "Debentures") at a discount.
AMF Bowling intends to effect a rights offering in which all of its
stockholders would receive rights to purchase new shares of AMF Bowling common
stock (the "Common Stock"). The number of rights per share to be offered and the
exercise price of the rights have not been determined. Certain of AMF Bowling's
significant stockholders are currently expected to participate in the rights
offering, subject to final terms and conditions, but they are not obligated to
do so. The rights offering is expected to raise approximately $140 million. AMF
Bowling filed a registration statement relating to the rights offering on May 5,
1999 with the Securities and Exchange Commission which has not yet become
effective.
AMF Bowling currently intends to use a portion of the proceeds of the rights
offering to make a tender offer for AMF Bowling's outstanding Debentures. AMF
Bowling currently intends to tender for a minimum of 45% and up to 60% of the
outstanding Debentures at an indicated price not to exceed 14% of face value.
Affiliates of Goldman, Sachs & Co. and Kelso & Company, which together own
approximately 44% of the outstanding Debentures, have indicated that they
currently expect to tender their debentures pursuant to the tender offer,
subject to pro ration, and subject to market conditions and the terms and
conditions and prices of the tender offer, but they are not obligated to do so.
<PAGE>
A portion of the proceeds of the rights offering would also be used to fund
future bowling center acquisitions, along with funds that may be available under
the Credit Agreement, and for general corporate purposes. The Company has
requested that, in connection with AMF Bowling's recapitalization plan, the
lenders under Bowling Worldwide's third amended and restated credit agreement
dated November 3, 1997, as amended (the "Credit Agreement") provide the Company
with (i) the ability to increase the pace of its bowling center acquisition
program on a selective basis, (ii) greater financial flexibility under the
covenants contained in the Credit Agreement and (iii) certain other
modifications.
The commencement of the rights offering and the tender offer are subject to
approval by the Board of Directors of the final terms and pricing. The rights
offering and the tender offer are expected to be conditioned upon each other.
ACQUISITION
From January 1, 1999 through March 31, 1999, the Company acquired one
bowling center in the United States. See "Note 8. Acquisitions" in the Notes to
Condensed Consolidated Financial Statements for a discussion of this
transaction.
<PAGE>
AMF GROUP HOLDINGS INC.
SELECTED FINANCIAL DATA
(UNAUDITED)
(IN MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
-------------------
1999 1998
---- ----
<S> <C> <C>
Bowling Centers (before intersegment eliminations)
Operating revenue $ 172.6 $ 150.2
-------- --------
Cost of goods sold 16.9 13.4
Bowling center operating expenses 93.5 78.5
Selling, general, and administrative expenses 1.7 1.5
Depreciation and amortization 27.1 21.9
-------- --------
Operating income $ 33.4 $ 34.9
======== ========
BOWLING PRODUCTS (before intersegment eliminations)
Operating revenue $ 32.0 $ 41.1
Cost of goods sold 24.4 29.3
-------- --------
Gross profit 7.6 11.8
Selling, general, and administrative expenses 8.2 11.7
Depreciation and amortization 5.9 5.4
-------- --------
Operating loss $ (6.5) $ (5.3)
======== ========
CONSOLIDATED
Operating revenue $ 202.6 $ 187.3
-------- --------
Cost of goods sold 39.6 38.9
Bowling center operating expenses 93.2 78.4
Selling, general, and administrative expenses 13.4 16.9
Depreciation and amortization 33.1 26.8
-------- --------
Operating income 23.3 26.3
Interest expense, gross 25.9 26.0
Other expense, net 2.5 0.2
-------- --------
Loss before income taxes (5.1) 0.1
Provision (benefit) for income taxes 1.5 0.4
-------- --------
Net loss before equity in loss of joint ventures (6.6) (0.3)
Equity in loss of joint ventures (5.5) (0.3)
-------- --------
Net loss $ (12.1) $ (0.6)
======== ========
SELECTED DATA:
EBITDA
Bowling Centers $ 60.5 $ 56.8
Bowling Products $ (0.6) $ 0.1
EBITDA MARGIN
Bowling Centers 35.1% 37.8%
Bowling Products -1.9% 0.2%
</TABLE>
<PAGE>
BOWLING CENTERS
The Bowling Centers results shown in "Selected Financial Data" reflect both
U.S. and international Bowling Centers operations. Bowling Centers derives its
revenue and cash flows from three principal sources: (i) bowling, (ii) food and
beverage and (iii) other sources, such as shoe rental, amusement games,
billiards and pro shops. For the three months ended March 31, 1999, bowling,
food and beverage and other revenue represented 59.7%, 27.1% and 13.2% of total
Bowling Centers revenue, respectively.
FIRST QUARTER OF 1999 COMPARED TO FIRST QUARTER 1998
Bowling Centers operating revenue increased $22.4 million, or 14.9%. An
increase of $25.7 million is attributable to new centers, of which $18.7 million
is from U.S. centers and $7.0 million is from international centers. Of these
new centers, 51 centers were acquired and one center was constructed between
April 1, 1998 and March 31, 1999. Constant centers operating revenue decreased
$1.7 million, or 1.2%. U.S. constant centers operating revenue decreased $1.4
million, or 1.1%, primarily as a result of lower league revenue, which was
established at the start of league play in the fall of 1998, partially offset by
increases in open play revenue, food and beverage and ancillary revenue
associated with open play traffic. International constant centers operating
revenue decreased $0.3 million, or 1.4%, due to unfavorable currency translation
of results. On a constant exchange rate basis, international constant centers
operating revenue increased $0.2 million, or 0.8%, in the first quarter of 1999
compared to the first quarter of 1998. A decrease of $1.7 million in total
operating revenue was attributable to 11 centers which were closed since March
31, 1998.
Cost of goods sold increased $3.5 million, or 26.1%. Of the total increase
in cost of goods sold, $2.9 million is attributable to the new centers. Constant
centers cost of goods sold increased $0.7 million, or 5.6%, as a result of
higher food costs.
Operating expenses increased $15.0 million, or 19.1%. An increase of $13.9
million was attributable to the increase in the number of centers and an
increase of $2.9 million was primarily attributable to constant centers. A
decrease of $1.2 million was attributable to closed centers and a decrease of
$0.6 million was attributable to lower regional and district operations
expenses. As a percentage of its revenue, Bowling Centers operating expenses
were 54.2% for the first quarter of 1999 compared to 52.3% for the first quarter
of 1998. The 1.9% increase was primarily attributable to higher expenses related
to maintenance and supplies, advertising and payroll.
Selling, general and administrative expenses increased $0.2 million, or
13.3%, due to an increase in costs associated with growth experienced in
Australia and the United Kingdom.
EBITDA increased $3.7 million, or 6.5%. The EBITDA contribution of new
centers was partially offset by the increased expenses discussed above. EBITDA
margin for the first quarter of 1999 was 35.1% compared to 37.8% for the first
quarter of 1998.
BOWLING PRODUCTS
FIRST QUARTER OF 1999 COMPARED TO FIRST QUARTER 1998
Bowling Products operating revenue decreased $9.1 million, or 22.1%. Revenue
from sales of New Center Package ("NCP"s which include all the equipment
necessary to outfit a new bowling center or expand an existing bowling center)
decreased $8.7 million, or 49.2%, and Modernization and Consumer Products (which
include modernization equipment, supplies, spare parts and consumable products)
revenue decreased $0.4 million, or 1.7%. Operating results have been adversely
impacted by economic difficulties and increased competition in certain markets
of the Asia Pacific region which have reduced the level of shipments for NCPs
and Modernization and Consumer Products. The strong U.S. dollar also unfavorably
affected pricing and financial statement translation. During the first quarter
of 1999, Bowling Products recorded NCP shipments of 269 units compared to
shipments of 504 units for the first quarter of 1998.
<PAGE>
Gross profit decreased $4.2 million, or 35.6%, primarily as a result of the
decreased levels of NCP shipments, lower pricing and unabsorbed fixed overhead
resulting from low production levels.
Bowling Products selling, general and administrative expenses decreased $3.5
million, or 29.9%, primarily as a result of the implementation of an ongoing
cost reduction program in which the Bowling Products organization has been
streamlined in order to reduce selling, general and administrative expenses to
offset the impact of lower sales volume on EBITDA.
Bowling Products EBITDA decreased from $0.1 million in the first quarter of
1998 to $0.6 million loss in the first quarter of 1999, and the Bowling Products
EBITDA margin decreased from 0.2% in the first quarter of 1998 to (1.9)% in the
first quarter of 1999 primarily as a result of lower revenue and gross profit
which exceeded the effect of savings achieved through cost reduction.
CONSOLIDATED
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased $6.3 million, or 23.5%, in the first
quarter of 1999 compared to the first quarter of 1998. The increase was
attributable to depreciation of property and equipment of centers acquired since
March 31, 1998 and incremental depreciation expense incurred as a result of
capital expenditures.
INTEREST EXPENSE
Gross interest expense decreased $0.1 million, or 0.4%, in the first quarter
of 1999 compared to the first quarter of 1998. See "--Liquidity" and "--Capital
Resources" for further discussion of the bank debt. Non-cash bond interest
amortization totaled $6.3 million for the first quarter of 1999 compared to $5.7
million for the first quarter of 1998.
NET LOSS
Net loss in the first quarter of 1999 was $12.1 million compared to net loss
of $0.6 million in the first quarter of 1998. The increased loss of $11.5
million was primarily a result of decreases in Bowling Products revenue and
EBITDA discussed above and the increase in depreciation expense. Additionally,
the Company recorded $5.5 million in equity in loss of joint ventures in the
first quarter of 1999 compared to a loss of $0.3 million in the first quarter of
1998.
INCOME TAXES
As of December 31, 1998, the Company had net operating losses of
approximately $175.5 million and foreign tax credits of $19.7 million which will
carry over to future years to offset U.S. taxes. The foreign tax credits will
begin to expire in the year 2001 and the net operating losses will begin to
expire in the year 2011. The Company has recorded a valuation reserve as of
March 31, 1999, for $45.6 million related to net operating losses and foreign
tax credits that the Company does not expect will be utilized prior to their
expirations.
LIQUIDITY
The Company's primary source of liquidity is cash provided by operations and
credit facilities, as described below. Working capital on March 31, 1999 was
$91.1 million compared to $59.5 million as of December 31, 1998, an increase of
$31.6 million. Increases in working capital were primarily attributable to an
increase of $27.1 million in cash attributable to cash balances held to fund
general corporate purposes, an increase of $4.0 million in accounts receivable
primarily as a result of recently generating more trade sales than letter of
credit sales, an increase of $1.5 million in inventory balances, a decrease of
$4.1 million in accounts payable, and a net increase of $3.3 million in other
current assets and liabilities. These increases in working capital were offset
by a decrease in working capital caused by an increase of $6.5 million in
accrued expenses and an increase of $1.9 million in the current portion of long
term debt.
<PAGE>
Net cash flows provided by operating activities were $24.1 million for the
three months ended March 31, 1999 compared to net cash flows provided of $11.1
million for the three months ended March 31, 1998, an increase of $13.0 million.
An increase of $16.2 million was attributable to increased levels of accounts
payable and accrued expenses; an increase of $7.6 million was attributable to
lower inventory balances resulting from lower Bowling Products sales volumes in
1999; an increase of $6.3 million was due to higher amounts of depreciation and
amortization; an increase of $0.6 million was attributable to higher levels of
bond amortization attributable to the Debentures; an increase of $5.1 million
was due to the increased loss in equity of joint ventures caused by the
Company's Brazilian joint venture results which were adversely impacted by a
currency devaluation; and a net increase of $2.1 million was attributable to
changes in other operating activities. These increases were partially offset by
a decrease of $11.5 million attributable to net loss of $12.1 million recorded
in the first three months of 1999 compared to a net loss of $0.6 million in the
same period in 1998; and a decrease of $13.4 million attributable to lower
levels of accounts receivable.
Net cash flows used in investing activities were $5.9 million for the three
months ended March 31, 1999 compared to net cash flows used of $81.7 million for
the three months ended March 31, 1998, a decrease of $75.8 million. Bowling
Center acquisition spending decreased by $64.4 million and purchases of property
and equipment decreased by $6.9 million in the first three months of 1999
compared to the same period in 1998. In the first three months of 1999, one
center was purchased compared to 33 centers in the same period in 1998.
Investments in and advances to joint ventures decreased $4.5 million in the
first three months of 1999 compared to the same period in 1998. See "Note 8.
Acquisitions" in the Notes to Condensed Consolidated Financial Statements and
"--Capital Expenditures" for additional discussion of these investing
activities.
Net cash provided by financing activities was $8.9 million for the three
months ended March 31, 1999 compared to net cash provided of $64.0 million for
the three months ended March 31, 1998, a decrease of $55.1 million. Proceeds
from long term debt decreased $52.0 million primarily as a result of decreased
borrowings under the Credit Agreement attributable to curtailment of the pace of
acquisitions. In accordance with the terms of the Credit Agreement, scheduled
principal payments in the first three months of 1999 were $1.9 million higher
than payments made in the same period in 1998. In the first three months of
1998, AMF Bowling contributed $1.4 million in equity to Bowling Worldwide, of
which $1.2 million was attributable to shares issued in the Active West
acquisition and $0.2 million was attributable to shares issued upon exercise of
employee stock options. Net cash flows used by other financing activities
decreased $0.2 million. See "Note 5. Long-Term Debt", "Note 7. Employee Benefit
Plans", and "Note 8. Acquisitions" in the Notes to Condensed Consolidated
Financial Statements and "--Capital Resources".
As a result of the aforementioned, cash increased by $27.1 million for the
three months ended March 31, 1999 compared to a decrease of $6.2 million for the
three months ended March 31, 1998.
CAPITAL RESOURCES
The Company's total indebtedness is primarily a result of the financing of
the acquisition of the Company in 1996 by an investor group led by an affiliate
of Goldman, Sachs & Co. (the "Acquisition") and the Company's bowling center
acquisition program. At March 31, 1999, the Company's debt structure consisted
of $592.9 million of borrowings under the Credit Agreement and a mortgage
(collectively, the "Senior Debt"), $250.0 million of subsidiary senior
subordinated notes (Subsidiary Senior Subordinated Notes") and $219.5 million of
subsidiary senior subordinated discount notes (Subsidiary Senior Subordinated
Discount Notes"). The Company's Senior Debt consisted of $407.9 million
outstanding under term loan facilities under the Credit Agreement (the "Term
Facilities"), $183.0 million outstanding under a non-amortizing revolving credit
facility under the Credit Agreement (the "Bank Facility") and $2.0 million
represented by one mortgage note. At March 31, 1999, the Company was also
capitalized with equity of $790.9 million.
The Company has the ability to borrow for general corporate purposes and, to
a limited extent, for acquisitions pursuant to the $355.0 million Bank Facility,
subject to certain conditions. At March 31, 1999, $183.0 million was outstanding
and $172.0 million was available for borrowing under the Bank Facility. Between
March 31, 1999 and April 30, 1999, there were no additional borrowings under the
Bank Facility.
<PAGE>
In 1998, the Company entered into Amendment Number 1 and Waiver (the
"Amendment and Waiver") to the Credit Agreement that amended or waived certain
financial covenants of the Credit Agreement and imposed certain restrictions on
the Company's ability to make capital expenditures, investments and
acquisitions. The Company is in compliance with the amended covenants as of
March 31, 1999 and believes that it will be in compliance throughout the
remainder of 1999, but any downturn in the current performance of the Company
could result in non-compliance with these financial covenants. The financial
covenants existing prior to the amendment will be reinstated in the year
beginning 2000. However, based on current performance, the Company will not meet
the requirements of the financial covenants that will be reinstated. Failure by
the Company to comply with its Credit Agreement covenants could result in an
event of default which, if not cured or waived, will have a material adverse
effect on the Company.
During the first quarter of 1999, the Company funded its cash needs through
the Bank Facility as well as cash flow from operations and existing cash
balances. A substantial portion of the Company's available cash will be applied
to service outstanding indebtedness. For the three months ended March 31, 1999,
the Company incurred cash interest expense of $19.5 million, representing 34.6%
of EBITDA for the quarter. For the three months ended March 31, 1998, the
Company incurred cash interest expense of $19.9 million, representing 37.5% of
EBITDA for the quarter.
The indentures governing the Subsidiary Senior Subordinated Notes and the
Subsidiary Senior Subordinated Discount Notes(together with the Subsidiary
Senior Subordinated Notes, the "Subsidiary Notes") and certain provisions of the
Credit Agreement contain financial and operating covenants and significant
restrictions on the ability of the Company to pay dividends, incur indebtedness,
make investments and take certain other corporate actions. As of March 31, 1999,
the Company is in compliance with all of its covenants.
The Company's ability to make scheduled payments of principal of, or to pay
interest on, or to refinance its indebtedness depends on its future performance,
which, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors beyond its control,
including the conditions of the debt and equity markets. Based upon the current
level of operations, management believes that available cash flow, together with
available borrowings under the Credit Agreement and other sources of liquidity,
will be adequate to meet the Company's requirements for working capital, capital
expenditures, scheduled payments of principal of, and interest on, its Senior
Debt, and interest on the Subsidiary Notes. There can be no assurance, however,
that the Company's business will generate sufficient cash flow from operations
or that future borrowings will be available in an amount sufficient to enable
the Company to service its indebtedness, or make necessary capital expenditures,
or that any refinancing would be available on commercially reasonable terms or
at all.
The Company has requested that, in connection with the recapitalization
plan, the lenders under the Credit Agreement provide the Company with (i) the
ability to increase the pace of its bowling center acquisition program on a
selective basis, (ii) greater financial flexibility under the covenants
contained in the Credit Agreement and (iii) certain other modifications.
CAPITAL EXPENDITURES
For the three months ended March 31, 1999, the Company's capital
expenditures were $4.7 million compared to $11.6 million for the three months
ended March 31, 1998, a decrease of $6.9 million. Bowling Centers maintenance
and modernization expenditures decreased $1.7 million. Bowling Products
expenditures decreased $2.0 million. Company-wide information systems
expenditures decreased $2.6 million and other expenditures decreased $0.6
million.
While the Company's intention is to continue to consolidate the U.S. bowling
center industry by acquiring additional bowling centers, the Company recently
curtailed its pace of acquisitions so that management can focus on improving
financial performance of its current centers. However, the Company continues to
evaluate acquisitions on a more selective basis. As of April 30, 1999, the
Company had no formal commitments to build or acquire centers. The Company has
committed to build one Michael Jordan Golf Center in 1999.
<PAGE>
The Company funded its capital expenditures from cash generated by
operations and, with respect to the construction and acquisition of new centers,
internally-generated cash, the Bank Facility and issuances of Common Stock by
AMF Bowling. See "Note 8. Acquisitions" in the Notes to Condensed Consolidated
Financial Statements, "--Liquidity" and "--Capital Resources."
The Company has requested that, in connection with AMF Bowling's
recapitalization plan, the lenders under the Credit Agreement provide the
Company with (i) the ability to increase the pace of its bowling center
acquisition program on a selective basis, (ii) greater financial flexibility
under the covenants contained in the Credit Agreement and (iii) certain other
modifications.
SEASONALITY AND CYCLICALITY
The financial performance of Bowling Centers operations is seasonal. Cash
flows typically peak in the winter and reach their lows in the summer. While the
geographic diversity of the Company's Bowling Centers operations has helped
reduce this seasonality in the past, the increase in U.S. centers resulting from
acquisitions has increased the seasonality of that business.
Modernization and Consumer Products sales also display seasonality. The U.S.
market, which is the largest market for Modernization and Consumer Products, is
driven by the beginning of league play in the fall of each year. While operators
purchase consumer products throughout the year, they often place larger orders
during the summer in preparation for the start of league play in the fall.
Summer is also generally the peak period for installation of modernization
equipment. Operators typically sign purchase orders for modernization equipment
during the first four months of the year after they received winter league
revenue indications. Equipment is then shipped and installed during the summer
when leagues are generally less active. However, sales of some modernization
equipment such as automatic scoring and synthetic lanes are less predictable and
fluctuate from year to year because of the longer life cycle of these major
products.
Sales of NCPs can fluctuate dramatically as a result of economic
fluctuations in international markets, as seen in the reduction of sales of NCPs
to markets in the Asia Pacific region following economic difficulties in that
region.
INTERNATIONAL OPERATIONS
The Company's international operations are subject to the usual risks
inherent in operating abroad, including, but not limited to, currency exchange
rate fluctuations, economic and political fluctuations and destabilization,
other disruption of markets, restrictive laws, tariffs and other actions by
foreign governments (such as restrictions on transfer of funds, import and
export duties and quotas, foreign customs, tariffs and value added taxes and
unexpected changes in regulatory environments), difficulty in obtaining
distribution and support for products, the risk of nationalization, and the laws
and policies of the United States affecting trade, international investment and
loans, and foreign tax law changes.
The Company has a history of operating in a number of international markets,
in some cases, for over 30 years. As in the case of other U.S.-based
manufacturers with export sales, local currency devaluation increases the cost
of the Company's bowling equipment in that market. As a result, a strengthening
U.S. dollar exchange rate adversely impacts sales volume and profit margins
during such periods.
Recent economic difficulties in the Asia Pacific region have had and will
continue to have an adverse impact on NCP sales, shipments and order backlog.
One of the reasons for the decline in NCP sales is the limited availability of
financing for customers desiring to build new bowling centers, especially in the
Asia Pacific region. In addition, a low cost Chinese manufacturer of bowling
equipment has become a significant competitor in China. As of March 31, 1999,
the NCP backlog was 755 units, which represents a reduction of 53.2% compared to
a backlog of 1,612 units as of March 31, 1998, and a reduction of 30.0% compared
to a backlog of 1,078 units as of December 31, 1998.
<PAGE>
NCP unit sales to China, Japan and other countries in the Asia Pacific
region represented 66.5% of total NCP unit sales for the three months ended
March 31, 1999 compared to 72.7% for the year ended December 31, 1998. NCP unit
backlog related to China, Japan and other countries in the Asia Pacific region
represented 66.6% of total NCP unit backlog at March 31, 1999 compared to 74.2%
at December 31, 1998.
Due to the decline in NCP sales, shipments and order backlog, in the near
term, the Company plans to concentrate on sales of Modernization and Consumer
Products.
China has recently strengthened its import restrictions by requiring the
payment of full customs duties and value added taxes on the importation of new
and used capital goods. The Chinese government has also begun to prohibit
importation of used capital equipment without permits. Permits for the
importation of used bowling equipment are very difficult to obtain. Local
Chinese companies, however, are not subject to the same restrictions. For
example, a Chinese competitor recently began producing locally and selling
bowling equipment which is not subject to the customs duties or permit
requirements that affect the Company's imported equipment. The Chinese
manufacturer has experienced significant acceptance by local customers. These
Chinese import restrictions have had, and for the foreseeable future management
believes will continue to have, an adverse effect on the Bowling Products
business. The Chinese competitor does not currently sell bowling equipment
outside China. There can be no assurance, however, that this competitor will not
be able to compete with the Company outside China in the future.
Foreign currency exchange rates also impact the translation of operating
results from international bowling centers. For the three months ended March 31,
1999, revenue and EBITDA of international bowling centers represented 15.6% and
16.3% of consolidated results, respectively. For the three months ended March
31, 1998, revenue and EBITDA of international bowling centers represented 13.5%
and 12.8% of consolidated results, respectively. For the year ended December 31,
1998, revenue and EBITDA of international bowling centers represented 15.6% and
23.2% of consolidated results, respectively.
BACKLOG: RECENT NCP SALES
The total backlog of NCPs was 755 units as of March 31, 1999, representing a
reduction of 30.0% compared to 1,078 units as of December 31, 1998, and a
reduction of 53.2% compared to 1,612 units as of March 31, 1998. It is expected
that NCP backlog will continue for the foreseeable future at levels which are
substantially lower than those experienced in 1998. It is customary for a
certain portion of the backlog to be cancelled before the expected shipping
date. The Company has experienced a greater number of order cancellations
recently because of economic difficulties in the Asia Pacific region. There can
be no assurance that economic conditions in the Asia Pacific region and other
regions will improve or that NCP sales will not decrease any further. NCP
shipments were 269 units for the three months ended March 31, 1999, representing
a reduction of 46.6% compared to shipments of 504 units for the three months
ended March 31, 1998, which was largely attributable to the recent economic
difficulties in the Asia Pacific region. See "--International Operations."
IMPACT OF INFLATION
The Company has historically offset the impact of inflation through price
increases and expense reductions. Periods of high inflation could have a
material adverse impact on the Company to the extent that increased borrowing
costs for floating rate debt may not be offset by increases in cash flow.
ENVIRONMENTAL MATTERS
The Company's operations are subject to federal, state, local and foreign
environmental laws and regulations that impose limitations on the discharge of,
and establish standards for the handling, generation, emission, release,
discharge, treatment, storage and disposal of, certain materials, substances and
wastes.
<PAGE>
The Company currently and from time to time is subject to environmental
claims. In management's opinion, the various claims in which the Company
currently is involved are not likely to have a material adverse impact on its
financial position or results of operations. However, it is not possible to
ensure the ultimate outcome of such claims.
The Company cannot predict with any certainty whether existing conditions or
future events, such as changes in existing laws and regulations, may give rise
to additional environmental costs. Furthermore, actions by federal, state, local
and foreign governments concerning environmental matters could result in laws or
regulations that could increase the cost of producing the Company's products, or
providing its services, or otherwise adversely affect the demand for its
products or services.
RECENT ACCOUNTING PRONOUNCEMENTS
Effective for the quarter ended March 31, 2000, the Company will be required
to adopt SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities." The Company does not expect that adoption of this standard will
have a material adverse impact on the Company's financial position or results of
operations.
YEAR 2000
Many computer systems in use today were designed and developed using two
digits, rather than four, to specify the year. As a result, such systems will
recognize the Year 2000 as "00" and may assume that the year is 1900 rather than
2000. This could cause many computer applications to fail completely or to
create erroneous results unless corrective measures are taken. The Company
recognizes the need to ensure its operations will not be adversely impacted by
Year 2000 software failures, and is in the process of preparing for the Year
2000.
The Company has evaluated its Year 2000 risk in three separate categories:
information technology systems ("IT"), non-IT systems ("Non-IT") and material
third party relationships ("Third Party Risk"). The Company has developed a plan
in which the risks in each of these categories are being reviewed and addressed
by the appropriate level of management as follows:
IT. The Company has a number of financial, retail and operational
systems worldwide. The retail systems in many of its bowling centers are
already Year 2000 compliant. The Company is in the process of installing
corrective measures for those bowling centers that are not compliant and
expects this effort to be complete by the third quarter of 1999. The
Company is installing new financial and operational systems at several
locations. In connection with this effort, system programs have been
designed so that the Year 2000 will be recognized as a valid date and
will not affect the processing of date-sensitive information. The
financial and operational systems have already been installed for U.S.
Bowling Centers and at the corporate level. The effort will be complete
for Bowling Products locations before year-end. Several locations have
existing systems that are being upgraded for Year 2000 compliance, which
will be completed by the end of the second quarter of 1999. In 1997,
1998 and for the three months ended March 31, 1999, the Company spent
approximately $12.6 million, $4.1 million and $1.0 million,
respectively, on systems that are designed to be Year 2000 compliant.
The Company expects to spend an additional $6.6 million to complete the
installation. These costs include normal system software and equipment
upgrades or replacements which the Company anticipated incurring and
budgeted in the normal course of business, separate from the Year 2000
issue.
Non-IT. Non-IT systems involve embedded technologies, such as
microcontrollers or microprocessors. Examples of Non-IT systems include
telephones, security systems and computer-controlled manufacturing
equipment. The Company sells automatic scoring that is computerized and
has developed a software program for a cost to the Company of
approximately $50,000 that will address the Year 2000 issue in its
automatic scoring. This software will be made available to customers
with service contracts at no cost and will be sold to customers without
service contracts. To date, management believes the Company's Non-IT
risks are minimal. For the most part, costs of addressing Non-IT risks
are included in normal upgrade and replacement expenditures which were
planned outside of the Company's Year 2000 review.
<PAGE>
Third Party Risk. The Company's review of its Third Party Risk includes
detailed reviews of critical relationships with vendors and certain
business partners. The Company is monitoring and assessing the progress
of its vendors and certain business partners to determine whether they
will be able to successfully interact with the Company in the Year 2000.
The Company has contacted and received oral or written responses from at
least half of its critical vendors, all of which are in various stages
of addressing the Year 2000 issue, and is currently awaiting response
from the remainder of its critical vendors.
If the steps taken by the Company and its vendors and certain business
partners to be Year 2000 compliant are not successful, the Company could
experience various operational difficulties. These could include, among other
things, processing transactions to an incorrect accounting period, difficulties
in posting general ledger interfaces and lapse of certain services by vendors to
the Bowling Centers operations. If the Company's plan to install new systems
which effectively address the Year 2000 issue is not successfully or timely
implemented, the Company may need to devote more resources to the process and
additional costs may be incurred. The Company believes that the Year 2000 issue
is being appropriately addressed through the implementation of these new systems
and software development and by its critical vendors and certain business
partners and does not expect the Year 2000 issue to have a material adverse
impact on the financial position, results of operations or cash flows of the
Company in future periods. However, should the remaining review of the Company's
Year 2000 risks reveal potentially non-compliant computer systems or material
third parties, contingency plans will be developed at that time.
PART II
ITEM 1. LEGAL
The Company currently and from time to time is subject to claims and actions
arising in the ordinary course of its business, including environmental claims,
discrimination claims, workers' compensation claims, and personal injury claims
from customers of Bowling Centers. In some actions, plaintiffs request punitive
or other damages that may not be covered by insurance. In management's opinion,
the claims and actions in which the Company is involved will not have a material
adverse impact on its financial position or results of operations. However, it
is not possible to predict the outcome of such claims and actions.
On April 22, 1999, a putative class action was filed in the United States
District Court for the Southern District of New York by Vulcan International
Corporation ("Vulcan") against AMF Bowling, The Goldman Sachs Group, L.P.,
Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Cowen & Company,
Schroder & Co. Inc., Richard A. Friedman and Douglas J. Stanard. Vulcan, as
putative class representative for itself and all persons who purchased the
Common Stock in the Initial Public Offering, seeks, among other things, damages
and/or rescission against all defendants jointly and severally pursuant to
Sections 11, 12 and/or 15 of the Securities Act of 1933 based on allegedly
inaccurate and misleading disclosures in connection with and following the
Initial Public Offering. Management believes that the litigation is without
merit and intends to defend it vigorously.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.1 Employment Agreement, dated as of April 28, 1999, between AMF
Bowling, Inc. and Roland Smith. (Incorporated by reference to
Exhibit 10.1 to the quarterly report on Form 10-Q of AMF Bowling,
Inc. for the quarterly period ended March 31, 1999 (File No.
001-13539)).
10.2 Stock Option Agreement, dated as of April 28, 1999, between AMF
Bowling, Inc. and Roland Smith. (Incorporated by reference to
Exhibit 10.1 to the quarterly report on Form 10-Q of AMF Bowling,
Inc. for the quarterly period ended March 31, 1999 (File No.
001-13539)).
27.1 Financial Data Schedule for the three months ended March 31,
1999.
(B) REPORTS ON FORM 8-K:
On February 26, 1999, a current report was filed with respect to
the announcement of certain financial results of the registrant
for 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMF Bowling Worldwide, Inc.
(Registrant)
/s/ Stephen E. Hare May 14, 1999
- ----------------------------------
Stephen E. Hare
Executive Vice President,
Chief Financial Officer and Treasurer
/s/ Michael P. Bardaro May 14, 1999
- ---------------------------------
Michael P. Bardaro
Senior Vice President, Corporate Controller
and Assistant Secretary
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 48,980
<SECURITIES> 0
<RECEIVABLES> 86,422
<ALLOWANCES> 7,328
<INVENTORY> 66,279
<CURRENT-ASSETS> 229,302
<PP&E> 854,124
<DEPRECIATION> 23,907
<TOTAL-ASSETS> 1,961,159
<CURRENT-LIABILITIES> 138,157
<BONDS> 1,028,190
0
0
<COMMON> 1,005,798
<OTHER-SE> (194,616)
<TOTAL-LIABILITY-AND-EQUITY> 1,961,159
<SALES> 202,567
<TOTAL-REVENUES> 202,567
<CGS> 39,582
<TOTAL-COSTS> 179,326
<OTHER-EXPENSES> 2,399
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,855
<INCOME-PRETAX> (5,013)
<INCOME-TAX> 1,539
<INCOME-CONTINUING> (6,552)
<DISCONTINUED> 0
<EXTRAORDINARY> (5,523)
<CHANGES> 0
<NET-INCOME> (12,075)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
