<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996 Commission file Number 1-7829
BOWL AMERICA INCORPORATED
(Exact name of registrant as specified in its charter.)
MARYLAND 54-0646173
(State of Incorporation) (I.R.S. Employer Identification No.)
6446 Edsall Road, Alexandria, Virginia 22312
(Address of principal executive offices) (Zip Code)
(703)941-6300
Registrant's telephone number, including area code
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on
which registered
Common stock (par value $.10) American Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K, Section 229.405 of this Chapter, is not contained
herein, and will not be contained to the best of registrant's knowledge, in
definitive Proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendments to this Form 10-K. YES [X] NO [ ]
As of August 13, 1996, 4,146,310 Class A common shares were outstanding,
and the aggregate market value of the common shares (based upon the closing
price of these shares on the American Stock Exchange) of Bowl America
Incorporated held by nonaffiliates was approximately $29 million; 1,536,146
Class B common shares were outstanding. Class B common shareholders have the
right to convert their Class B common to Class A common stock on a share for
share basis. If the Class B shares were converted to Class A shares as of
August 13, 1996, the total aggregate market value for both classes of common
stock would be approximately $40 million. (This includes the amount of
shares held by all officers and directors as a group and by anyone known to
own more than 5% of the stock.)
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's definitive proxy statements, which will be filed
with the Commission not later than 120 days after June 30, 1996 are incorpor-
ated into Part III of this Form 10-K. Portions of Bowl America's 1996 Annual
Report are incorporated by reference in Part II, Items 5,6,7 and 8.
<PAGE>
BOWL AMERICA INCORPORATED
INDEX TO FISCAL 1996 10-K FILING
PART I
Page
Cover Page
Documents Incorporated by Reference
Index
ITEM 1. Business
(a) General Development of Business 1
(b) Financial Information about Industry Segments 1
(c) Narrative Description of Business 1
(d) Foreign Operations 1
ITEM 2. Properties 2
ITEM 3. Legal Proceedings 2
ITEM 4. Submission of Matters to a Vote of Security Holders 2
PART II
ITEM 5. Market for Registrant's Common Stock and Related Security
Holder Matters 2
ITEM 6. Selected Financial Data 2
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 2
ITEM 8. Financial Statements and Supplementary Data 2
ITEM 9. Changes in and Disagreements with Accountants and
Financial Disclosure 2
PART III
ITEM 10.Directors and Executive Officers of the Registrant 3
ITEM 11.Executive Compensation 3
ITEM 12.Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners 3
(b) Security Ownership of Management 3
(c) Changes in Control 3
<PAGE>
BOWL AMERICA INCORPORATED
INDEX TO FISCAL 1996 10-K FILING
PART III
continued
Page
ITEM 13.Certain Relationships and Related Transactions
(a) Transactions with Management and Others 3
(b) Certain Business Relationships 3
(c) Indebtedness of Management 3
(d) Transactions with Promoters 3
PART IV
ITEM 14.Exhibits, Financial Statements and Reports on Form 8-K
(a)1. Financial Statements 3
(a)2. Exhibits 4
(b) Reports on Form 8-K 4
Signatures 5-6
<PAGE>
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Bowl America Incorporated (herein referred to as the Company) was
incorporated in 1958. The Company commenced business with one bowling center
in 1958, and at the end of the past fiscal year, the Company and its wholly-
owned subsidiaries operated 25 bowling centers. It is in the process of
enlarging its bowling center in Dranesville, Virginia from 32 lanes to 48
lanes. The Company's bowling center in Silver Hill, Maryland was closed in
May 1995 as a result of its condemnation in conjunction with the expansion of
the Metro Subway System. The Company is seeking other new bowling locations.
(b) Financial Information about Industry Segments
The Company has no segments in different industries. Its principal
source of revenue consists of fees charged for the use of bowling lanes and
other facilities and from the sale of food and beverages for consumption on the
premises. Merchandise sales, including food and beverages, were approximately
31% of operating revenues. The balance of operating revenues (approximately
69%) represents fees for bowling and related services.
(c) Narrative Description of Business
As of September 1, 1996 the Registrant and its subsidiaries operated
14 bowling centers in the greater metropolitan area of Washington, D.C., three
bowling centers in the greater metropolitan area of Baltimore, Maryland, two
bowling centers in the greater metropolitan area of Orlando, Florida, three
bowling centers in the greater metropolitan area of Jacksonville, Florida, and
three bowling centers in the greater metropolitan area of Richmond, Virginia.
These 25 bowling centers contain a total of 936 lanes. When the expansion of
the Dranesville center is completed, the 25 bowling centers will contain 952
lanes.
These establishments are fully air-conditioned with facilities for
service of food and beverages, game rooms, rental lockers, and playroom
facilities. All centers provide shoes for rental, and bowling balls are
provided free. In addition, each center retails bowling acessories.
The bowling equipment essential for the Company's operation is readily
available. The major source of its equipment is Brunswick Corporation.
The bowling business is a seasonal one, and most of the business takes
place from October through May. It is highly competitive, but the Company has
managed to maintain its position in the field. The principal method of
competition is the quality of service furnished to the Company's customers.
Its primary competitors are two large bowling equipment manufacturers,
Brunswick Corporation and AMF, Inc.
Compliance with federal, state and local environmental protection laws
has not materially affected the Company.
The number of persons employed by the Company and its subsidiaries is
approximately 800.
(d) Foreign Operations
The Company has no foreign operations.
<PAGE>
ITEM 2. PROPERTIES
The Company's general offices are located at 6446 Edsall Road,
Alexandria, Virginia 22312.
Nine of the Company's bowling centers are located in leased premises,
and the remaining sixteen centers (including the new center in Gaithersburg,
Maryland) are owned by the Company. The Company's leases, giving effect to
option renewal periods, expire from 1997 through 2014 and the remainder there-
after. In addition to the above, there is one ground lease which expires in
2058. The specific locations of the bowling centers are discussed under
Item 1 (c).
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings other than ordinary
routine litigation incidental to the business. There were no legal proceedings
terminated during the fourth quarter ended June 30, 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter ended June 30, 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The information set forth in the section entitled "Market
Information", "Holders", and "Dividends" on page 3 of the Company's June 30,
1996 Annual Report is incorporated by reference herein.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth in the section entitled "Selected Financial
Data" on page 3 of the Company's June 30, 1996 Annual Report is incorporated by
reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth in the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 2 of the Company's June 30, 1996 Annual Report is incorporated by
reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and related notes thereto, the
Independent Auditors' Report and the Selected Quarterly Financial Data
(unaudited), as contained on pages 4 through 10 of the Company's June 30, 1996
Annual Report, are incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the information
called for by this item regarding directors is hereby incorporated by reference
from the Company's definitive proxy statement to be filed pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year covered
by this report.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G(3) of Form 10-K, the information
called for by this item is hereby incorporated by reference from the Company's
definitive proxy statement to be filed pursuant to Regulation 14A not later
than 120 days after the end of the fiscal year covered by this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction G(3) of Form 10-K, the information
called for by this item is hereby incorporated by reference from the Company's
definitive proxy statement to be filed pursuant to Regulation 14A not later
than 120 days after the end of the fiscal year covered by this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction G(3) of Form 10-K, the information
called for by this item is hereby incorporated by reference from the Company's
definitive proxy statement to be filed pursuant to Regulation 14A not later
than 120 days after the end of the fiscal year covered by this report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a)1. Financial Statements
The following consolidated financial statements of Bowl America
Incorporated and its subsidiaries are incorporated by reference
in Part II, Item 8:
Independent auditors' report
Consolidated balance sheets - June 30, 1996 and July 2, 1995
Consolidated statements of earnings - years ended June 30, 1996,
July 2, 1995, and July 3, 1994
Consolidated statements of stockholders' equity - years ended
June 30, 1996, July 2, 1995, and July 3, 1994
Consolidated statements of cash flows - years ended
June 30, 1996, July 2, 1995, and July 3, 1994
Notes to the consolidated financial statements - years ended
June 30, 1996, July 2, 1995, July 3, 1994
<PAGE>
(a)2. Exhibits:
1. Subsidiaries of registrant
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K with respect to the
extension of the employment contract with Leslie H. Goldberg,
President, for the period from July 1, 1996 to June 30, 1997.
<PAGE>
BOWL AMERICA INCORPORATED
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
BOWL AMERICA INCORPORATED
Leslie H. Goldberg
Leslie H. Goldberg
President and Principal Executive
& Operating Officer
Date: September 26, 1996
Ruth Macklin
Ruth Macklin
Senior Vice President-Treasurer
Date: September 26, 1996
Cheryl A. Dragoo
Cheryl A. Dragoo
Assistant Treasurer and Controller
Principal Accounting Officer
Date: September 26, 1996
<PAGE>
BOWL AMERICA INCORPORATED
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and the dates indicated.
Name, Title, Capacity
Leslie H. Goldberg
Leslie H. Goldberg
President, Principal Executive
& Operating Officer & Director
Date: September 26, 1996
Ruth Macklin Howard Katzman
Ruth Macklin Howard Katzman
Senior Vice President-Treasurer Senior Vice President-Secretary
and Director and Director
Date: September 26, 1996 Date: September 26, 1996
Joan Sobkov A. Joseph Levy
Joan Sobkov A. Joseph Levy
Director Director
Date: September 26, 1996 Date: September 26, 1996
Warren T. Braham Merle Fabian
Warren T. Braham Merle Fabian
Director Director
Date: September 26, 1996 Date: September 26, 1996
Milton Lyons
Milton Lyons
Director
Date: September 26, 1996
<PAGE>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
PRESIDENT'S LETTER
September 16, 1996
Dear Fellow Employees and Owners:
About the time I start this message each year, the papers are filled with
predictions about programming for the new fall TV season and a review of the
successes and failures of the summer movie season. The number of times that
companies with enormous financial resources and stables of previously
successful executives "get it wrong" when it comes to predicting the public
taste is a measure of the difficulty of the task.
Part of the problem is that the search for something new is an element of
entertainment. Many of us have difficulty in describing what we WILL like
beyond saying "I'll know it when I see it". This uncertainty about recrea-
tion spending led Bowl America to develop its approach to the allocation of
our resources.
In our 1982 message, we reviewed this policy of balancing an uncertain
market with a stable financial structure in order to create a stronger
company. People often react to a strong balance sheet the way they do to an
insurance premium for a catastrophe that didn't happen. In our case, we paid
little for our security and flexibility for expansion and modernization
because of the earnings received over the years from the investment of our
reserves.
We still need that financial strength. We have just finished a poor year.
Some of the factors that caused these results--such as the Blizzard of '96--
are one-time events (although as I write this, we are clearing up from
hurricane Fran). But some of our other problems seem longer lasting. These
include the national decline in league participation, the effect of government
downsizing in the Washington metropolitan area and restrictive smoking
regulations.
But the variety of factors that have contributed to our drop in earnings
should not obscure the fact that we must work harder at increasing our busi-
ness at every center. Where we fall short, we must tailor our expenses to
the business we produce.
The pendulum will probably swing back towards group recreational activity.
Bowling should be part of any such rebound just as it was after the upsurges of
interest in radio and television and VCRs. Because the timing of such a move
is unpredictable, Bowl America must maintain its facilities in a way that will
attract tomorrow's customers. In this regard, we have continued to upgrade our
bowling centers. We have replaced the last black and white scoring screens
with the latest color models and the 16 lane addition at Bowl America Dranes-
ville will open shortly.
Our focus remains on building a profitable company from which the owners
receive continuing income. We have never viewed Bowl America as a trading
vehicle and those of you who have read these reports will know that we
distinguish between profiting from a business and profiting from trading
paper. Both have their place, but there has been unanimous support for our
direction from the owners who have spoken at our annual meetings.
<PAGE>
Others have also recently expressed confidence in the future of operating
bowling centers. Earlier this year a prominent Wall Street firm raised $1.5
billion to acquire an existing bowling company, and in September acquired 50
additional bowling centers for $100 million. It seems reasonable that those
financial professionals believe an investment in bowling will be worth more
in the future.
That has been our belief for almost 40 years.
Leslie H. Goldberg
Leslie H. Goldberg, President
<PAGE>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash flow provided by operating activities in fiscal 1996 was $5,174,000 which
was sufficient to meet day-to-day cash needs. Short-term investments consist-
ing mainly of U.S. Treasury Bills and Notes, and cash totaled $8,881,000 at the
end of fiscal 1996 compared to $7,635,000 at the end of fiscal 1995.
In July 1993, the Company paid $1.8 million in cash for an existing 32-lane
center in Orange Park, Florida. On September 1, 1994, the Company opened
Bowl America Gaithersburg, a 48-lane center with a 170-seat, full service,
diner-style restaurant.
During fiscal 1996 the Company began the expansion of its Dranesville bowling
center from 32 to 48 lanes. Through June 1996, approximately $500,000 of the
$2.1 million projected cost had been paid. The expansion is expected to be
completed during the second quarter of fiscal year 1997. As part of our
capital improvements program, the Company spent $690,000 for updated autoscoring
systems and building improvements at several locations. Additional expenditures
are also planned as the Company continues to modernize other existing
centers. Cash and cash flow are adequate to finance all currently planned
construction. The Company has maintained its fiscal year end 1995 position
in telecommunications stocks as a further source of expansion capital.
Cash dividends paid to shareholders during fiscal 1996 exceeded $2 million.
During the fiscal year, the Company purchased 60,621 shares of its outstanding
Class A stock at then current market prices totaling $428,000. A two-for-one
stock split in the form of a dividend was paid February 15, 1995.
RESULTS OF OPERATIONS
The Company operated one less bowling center during the peak season of fiscal
1996 and 1994 than in fiscal 1995 as Bowl America Gaithersburg opened in
the first quarter of fiscal 1995 and a center was closed in May 1995 at the
expiration of its lease. This change in the number of operating centers is a
significant factor in all of the differences discussed below. Fiscal 1996 and
1995 were 52-week years while fiscal 1994 was a 53-week year.
Operating revenues decreased 7% in 1996 versus a 5% increase in fiscal 1995.
Bowling and related services revenue was down 8% in the current year compared
to an increase of 4% in the prior year. The Blizzard of '96 and the
continued winter cold and snow took a heavy toll on 20 of our 25 locations,
especially in open play games and the attendant food and beverage sales.
<PAGE>
Food, beverage and merchandise sales were down 6% in the current year
compared to a 6% increase in the prior year. Food and non-alcoholic
beverage sales in the current period at comparable centers were actually up
slightly over last year. Diner.X.Press, the restaurant at our Gaithersburg
location, was responsible for this increase as well as the 5% increase in food
and beverage sales in the prior year period. The continuing decline in the
sale of alcoholic beverages at our locations follows the national trend away
from alcohol consumption.
Cost of food, beverage and merchandise sales declined 5% in the current year
as a result of the decrease in sales. Last year's increase of 11% was due
primarily to the increase in sales at Diner.X.Press.
Operating expenses decreased 5% in fiscal 1996 versus an increase of 11% in
the prior year. Of these changes, approximately half was in employee
compensation and benefits cost, resulting mainly from the differences in the
number of centers in operation.
Advertising costs decreased 16% in the current year versus an increase of 13%
in the previous period. In the current year our promotion campaigns used print
media more extensively. In the prior year, in addition to our television
advertisments, we promoted our new center and Diner.X.Press heavily.
Maintenance, supply and utility costs were all down in the current year after
increasing in the two previous years.
Rent expense decreased 13% in fiscal 1996 versus a 4% decrease in the prior
year. The current year decrease was the result of closing a leased center,
mentioned above, and lower sales at some of our leased locations.
Insurance expense decreased 6% in the current period compared with a 25%
increase last year. The prior period increase was related primarily to
adding a location and an industry wide adjustment caused by multiple disasters
in the past several years.
Income tax percentages were 37.6% in 1996, 36.1% in 1995, and 37.3% in 1994,
the difference from statutory rates being primarily for the partial exclusion
of dividends received on investments and the state income tax exemption for
interest on U.S. Government obligations.
-2-
<PAGE>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF OPERATIONS
Selected Financial Data
<TABLE>
<CAPTION>
For the Years Ended
June 30, July 2, July 3, June 27, June 28,
1996 1995 1994 1993 1992
___________________________________________________________
<S> <C> <C> <C> <C> <C>
Operating Revenues $27,326,958 $29,493,578 $28,171,010 $27,234,560 $25,984,500
Operating Expenses 23,829,561 24,967,878 22,568,589 21,530,864 20,890,788
Interest and dividend
Income 663,550 593,207 479,938 620,745 817,905
__________ __________ __________ __________ __________
Earnings before pro-
vision for income
taxes 4,160,947 5,118,907 6,082,359 6,324,441 5,911,617
Provision for income
taxes 1,567,000 1,849,000 2,265,000 2,350,000 2,195,000
__________ __________ __________ __________ __________
Net Earnings $ 2,593,947 $ 3,269,907 $ 3,817,359 $ 3,974,441 $ 3,716,617
Weighted Average
Shares Outstanding 5,728,183 5,747,746 5,760,568 5,783,648 5,784,616
Earnings Per Share $.45 $.57 $.66 $.69 $.64
Net Cash Provided by
Operating Activities $5,174,075 $4,271,585 $6,621,007 $4,879,381 $4,357,103
Dividends Paid $2,177,956 $2,069,302 $2,017,736 $1,937,832 $1,851,323
Dividends Paid Per
Share-Class A $.38 $.36 $.35 $.335 $.32
-Class B $.36 $.35 $.335 $.335 $.32
Total Assets $37,901,254 $36,584,745 $33,594,994 $31,611,489 $29,470,784
Stockholders' Equity $32,903,833 $32,443,501 $29,947,687 $28,451,547 $26,474,223
Net Book Value Per
Share $5.79 $5.64 $5.20 $4.92 $4.58
Net Earnings as a %
of Beginning Stock-
holders' Equity 8.0% 10.9% 13.4% 15.0% 15.2%
Lanes in Operation 936 936 936 904 912
Centers in Operation 25 25 25 24 24
</TABLE>
All share and per share amounts have been adjusted to reflect the declaration of
a two-for-one stock split effective February 15, 1995.
<PAGE>
Market Information
The principal market on which the Company's Class A Common Stock is traded is
the American Stock Exchange. The Company's Class B Common Stock is not listed
on any exchange and is not traded. This stock can be converted to Class A
Common Stock at any time. The table below presents the price range of the
Company's Class A stock in each quarter of fiscal 1996 and 1995.
<TABLE>
<CAPTION>
1996 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
_______________________________________________________
<S> <C> <C> <C> <C>
High 9 8 5/8 8 1/8 7 1/4
Low 8 7 1/2 7 6 5/8
</TABLE>
<TABLE>
<CAPTION>
1995 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
_______________________________________________________
<S> <C> <C> <C> <C>
High 9 7/16 8 13/16 8 1/4 8
Low 8 3/8 7 7/8 7 3/8 7 1/2
</TABLE>
Holders
The approximate number of holders of record of the Company's Class A Common
Stock as of June 30, 1996 is 653 and of the Company's Class B Common Stock
is 36.
Dividends
The table below presents the dividends per share of Class A and Class B stock
paid, and the quarter in which the payment was made during fiscal 1996 and 1995.
Dividends per share have been adjusted to give retroactive effect to the two-
for-one stock split paid February 1995.
<TABLE>
<CAPTION>
Class A Common Stock
Quarter 1996 1995
___________________________________________
<S> <C> <C>
First 9.5 cents 9 cents
Second 9.5 cents 9 cents
Third 9.5 cents 9 cents
Fourth 9.5 cents 9 cents
</TABLE>
<TABLE>
<CAPTION>
Class B Common Stock
Quarter 1996 1995
___________________________________________
<S> <C> <C>
First 9.5 cents 9 cents
Second 9.5 cents 9 cents
Third 9.5 cents 9 cents
Fourth 9.5 cents 9 cents
</TABLE>
-3-
<PAGE>
<PAGE>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1996 July 2, 1995
____________ ____________
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents (Note 2) $ 2,120,862 $ 973,678
Short-term investments (Note 3) 6,760,166 6,660,958
Inventories 685,777 617,130
Prepaid expenses and other 736,659 562,217
Income taxes refundable 204,662 444,626
__________ __________
Total Current Assets 10,508,126 9,258,609
Property, Plant and Equipment, Net (Note 5) 22,680,521 23,399,267
Other Assets
Noncurrent marketable securities (Note 4) 3,855,282 3,093,555
Cash surrender value-officers'life insurance 332,162 347,312
Other long-term assets 525,163 486,002
__________ __________
TOTAL ASSETS $37,901,254 $36,584,745
</TABLE>
<PAGE>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1996 July 2, 1995
_____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable $ 1,447,153 $ 693,280
Accrued expenses and payroll deductions 906,239 1,047,266
Other current liabilities 388,029 441,698
Current deferred income taxes (Note 9) 114,000 72,000
__________ __________
Total Current Liabilities 2,855,421 2,254,244
Noncurrent Deferred Income Taxes (Note 9) 2,142,000 1,887,000
TOTAL LIABILITIES 4,997,421 4,141,244
__________ __________
Commitments (Note 6)
Stockholders' Equity (Note 7)
Preferred stock,
par value $10 a share: Authorized
and unissued 2,000,000 shares
Common stock,
par value $.10 per share
Authorized 10,000,000 shares
Class A issued
4,146,310 and 4,206,931 shares 414,631 420,693
Class B issued 1,536,146 153,614 153,614
Additional paid-in capital 4,908,819 4,944,585
Unrealized gain on securities
available-for-sale, net of tax 1,858,212 1,385,940
Retained earnings 25,568,557 25,538,669
__________ __________
TOTAL STOCKHOLDERS' EQUITY $32,903,833 $32,443,501
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $37,901,254 $36,584,745
<FN>
See notes to consolidated financial information.
</TABLE>
-4-
<PAGE>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
For the Years Ended
June 30, 1996 July 2, 1995 July 3, 1994
______________________________________________
<S> <C> <C> <C>
Operating Revenues
Bowling and other $18,949,937 $20,558,584 $19,713,148
Food and merchandise sales 8,377,021 8,934,994 8,457,862
__________ __________ __________
27,326,958 29,493,578 28,171,010
Operating Expenses
Compensation and benefits 12,069,124 12,760,142 11,503,091
Cost of bowling and other 6,396,141 6,776,985 6,095,296
Cost of food and mdse sales 2,542,485 2,688,905 2,433,906
Depreciation and amortization 2,034,605 1,941,730 1,714,920
General and administrative 787,206 800,116 821,376
__________ __________ __________
23,829,561 24,967,878 22,568,589
Operating Income 3,497,397 4,525,700 5,602,421
Interest and dividend income 663,550 593,207 479,938
__________ __________ __________
Earnings before provision
for income taxes 4,160,947 5,118,907 6,082,359
Provision for income taxes(Note 9)
Current 1,559,000 1,786,000 2,255,000
Deferred 8,000 63,000 10,000
_________ __________ __________
1,567,000 1,849,000 2,265,000
Net Earnings $ 2,593,947 $ 3,269,907 $ 3,817,359
Earnings Per Share $.45 $.57 $.66
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
COMMON STOCK Net Unrealized
_______________________________________ Additional Gain on Avail-
Class A Class A Class B Class B Paid-In able-for-Sale Retained
Shares Amount Shares Amount Capital Securities Earnings
<S> <C> <C> <C> <C> <C> <C> <C>
Balance June 27, 1993 1,347,049 $134,705 1,543,046 $154,304 $5,271,971 - $22,890,567
Issuance of stock to ESOP 800 80 - - 15,720 -
Purchase of stock (14,830) (1,483) - - (29,957) (287,843)
Cash dividends paid(35 cents/sh) - - - - - (2,017,736)
Net earnings for the year - - - - - 3,817,359
______________________________________________________________________________________________________________________
Balance July 3, 1994 1,333,019 $133,302 1,543,046 $154,304 $5,257,734 - $24,402,347
Adoption of SFAS No.115 - - - - - $1,337,267 -
Two-for-one stock split 2,872,553 287,255 - - (287,255) - -
Stock issuance cost - - - - (17,500) - -
Conversion from Class B to Class A 6,900 690 (6,900) (690) - - -
Purchase of stock (5,541) (554) - - (8,394) - (64,283)
Cash dividends paid(36 cents/sh) - - - - - - (2,069,302)
Change in unrealized gain on
available-for-sale securities - - - - - 48,673 -
Net earnings for the year - - - - - - 3,269,907
______________________________________________________________________________________________________________________
Balance July 2, 1995 4,206,931 $420,693 1,536,146 $153,614 $4,944,585 $1,385,940 $25,538,669
Purchase of stock (60,621) (6,062) - - (35,766) (386,103)
Cash dividends paid(38 cents/sh) - - - - - (2,177,956)
Change in unrealized gain on
available-for-sale securities - - - - - 472,272 -
Net earnings for the year - - - - - - 2,593,947
_______________________________________________________________________________________________________________________
Balance June 30, 1996 4,146,310 $414,631 1,536,146 $153,614 $4,908,819 $1,858,212 $25,568,557
<FN> See notes to consolidated financial statements.
</TABLE>
-5-
<PAGE>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
June 30, July 2, July 3,
1996 1995 1994
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net earnings $2,593,947 $3,269,907 $3,817,359
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Depreciation and amortization 2,034,605 1,941,730 1,714,920
Increase in deferred income taxes 8,000 63,167 10,427
Loss (gain) on disposition of assets-net 21,087 21,779 4,132
Changes in assets and liabilities:
(Increase) decrease in inventories (68,647) (30,695) 48,575
(Increase) decrease in prepaid expenses
and other (174,442) (188,543) 294,265
(Increase) decrease in other long-term
assets (39,161) 12,929 (207,924)
Increase (decrease) in accounts payable 753,873 (75,532) 27,487
(Decrease) increase in accrued expenses and
payroll deductions (141,027) (213,688) 204,845
Decrease (increase) in income taxes payable
or refundable 239,964 (557,302) 619,991
(Decrease) increase in other current
liabilities (54,124) 27,833 86,930
_________ _________ _________
Net cash provided by operating activities $5,174,075 $4,271,585 $6,621,007
_________ _________ _________
Cash flows from investing activities
Expenditures for property,plant,equipment (1,336,946) (2,913,732) (5,447,576)
Net (increase) decrease in short-term
investments (99,208) (1,659,523) 1,654,639
Other 15,150 (33,296) (15,452)
_________ _________ _________
Net cash used in investing activities (1,421,004) (4,606,551) (3,808,389)
_________ _________ _________
Cash flows from financing activities
Payment of cash dividends (2,177,956) (2,069,302) (2,017,736)
Stock issuance cost - (17,500) -
Sale of Class A Common Stock to ESOP - - 15,800
Purchase of Class A Common Stock (427,931) (73,231) (319,283)
_________ _________ _________
Net cash used in financing activities (2,605,887) (2,160,033) (2,321,219)
_________ _________ _________
NetIncrease(Decrease) in Cash and Equivalents 1,147,184 (2,494,999) 491,399
Cash and Cash Equivalents, Beginning of Year 973,678 3,468,677 2,977,278
_________ _________ _________
Cash and Cash Equivalents, End of Year $2,120,862 $ 973,678 $3,468,677
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for
Income taxes $1,319,661 $2,268,126 $1,635,009
Interest $1,528 $1,528 $1,528
See notes to financial information.
</TABLE>
-6-
<PAGE>
BOWL AMERICA INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Bowl America Incorporated is engaged in the operation of 25 bowling
centers, with food and beverage service in each center. Fourteen centers are
located in metropolitan Washington D.C., three centers in metropolitan
Baltimore, Maryland, two centers in metropolitan Orlando, Florida, three
centers in metropolitan Richmond, Virginia, and three centers in metropolitan
Jacksonville, Florida. These 25 centers contain a total of 936 lanes.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and all of its wholly owned subsidiary corporations. All significant inter-
company items have been eliminated in the consolidated financial statements.
Fiscal Year
The Company's fiscal year ends on the Sunday nearest to June 30. Fiscal
year 1996 ended June 30, 1996, fiscal year 1995 ended July 2, 1995, and fiscal
year 1994 ended July 3, 1994. Fiscal years 1996 and 1995 each consisted of
52 weeks. Fiscal year 1994 consisted of 53 weeks.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Depreciation and Amortization
Depreciation and amortization for financial statement purposes are calcu-
lated by use of the straight-line method. Amortization of leasehold improve-
ments is calculated over the estimated useful life of the asset or term of the
lease, whichever is shorter. The categories of property, plant, and equipment
and the ranges of estimated useful lives on which depreciation and amortization
rates are based are as follows:
Bowling lanes and equipment 3-10 years
Building and building improvements 10-30 years
Leasehold improvements 10 years
Maintenance and repairs and minor replacements are charged to expense when
incurred. Major replacements and betterments are capitalized. The accounts
are adjusted for the sale or other disposition of property, and the resulting
gain or loss is credited or charged to income.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method)
or market.
<PAGE>
Income Taxes
Effective June 28, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109),
which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and tax bases
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation allow-
ances are established when necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax
assets and liabilities.
Fair Value of Financial Instruments
The fair value of the noncurrent marketable security portfolio is disclosed
in Note 4. The cost of all other financial instruments approximates fair value.
Investment Securities
Effective July 4, 1994, the Company adopted Statement of Financial Account-
ing Standards No. 115 (SFAS No. 115) entitled "Accounting for Certain Invest-
ments in Debt and Equity Securities". The standard requires debt and equity
securities to be segregated into the following three categories: trading, held-
to-maturity and available-for-sale. Trading securities are purchased and held
principally for the purpose of reselling them within a short period of time.
Their unrealized gains and losses are included in earnings. Debt securities
classified as held-to-maturity will be accounted for at amortized cost, and
require the Company to have both the positive intent and ability to hold those
securities to maturity. Securities not classified as either trading or held-
to-maturity are considered to be available-for-sale. Unrealized gains and
losses for available-for-sale securities are excluded from earnings and
reported, net of deferred taxes, as a separate component of stockholders'
equity until realized. Realized gains and losses on the sale of debt and
equity securities are reported in earnings and determined using the adjusted
cost of the specific security sold. The impact of the adoption of SFAS No. 115
is shown on the Consolidated Statements of Stockholders' Equity.
Earnings Per Share
For the years ended June 30, 1996, July 2, 1995, and July 3, 1994, earnings
per share have been calculated using the weighted average number of shares of
Class A and Class B common stock outstanding of 5,728,183, 5,747,746 and
5,760,568, respectively. As discussed in Note 7, during the year ended July 2,
1995, the Company declared a 2-for-1 stock split in the form of a dividend.
Prior year amounts have been restated to reflect the impact of this transaction.
-7-
<PAGE>
Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, the Company
considers money market funds, certificates of deposits, repurchase agreements
and treasury securities with original maturities of three months or less to be
cash equivalents.
2. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consisted of the following:
June 30, July 2,
1996 1995
Demand deposits and cash on hand $ 516,104 $ 458,180
Money market funds 783,758 179,498
Repurchase agreements 821,000 336,000
________ _________
$2,120,862 $ 973,678
3. SHORT-TERM INVESTMENTS
Short-term investments consist of certificates of deposits, U.S. Treasury
securities, and a mutual fund which invests in mortgage backed securities with
maturities of generally three months to one year. The Company has classified
the debt and equity securities as available for sale. The cost of these invest-
ments approximates fair value.
4. NONCURRENT MARKETABLE SECURITIES
Noncurrent marketable securities are carried at fair value in accordance
with the provisions of SFAS No. 115.
This portfolio was comprised of the following individual stocks as of
June 30, 1996:
6,194 shares of American Telephone and Telegraph
8,112 shares of Ameritech
5,304 shares of Bell Atlantic
13,786 shares of Bell South
5,324 shares of NYNEX
5,424 shares of Pactel Group
8,148 shares of SBC Communications
5,612 shares of US West
5,612 shares of US West Media Group
16,000 shares of Sprint Corporation
5,424 shares of Air Touch Communications
5,333 shares of 360 Communications
<PAGE>
A summary of the amortized cost and approximate fair values of equity
securities available-for-sale shown in the table above as of June 30, 1996,
and July 2, 1995, is as follows:
<TABLE>
<CAPTION>
Original Unrealized Fair
Cost Gain Value
<S> <C> <C> <C>
June 30, 1996
Securities available-for-sale $857,782 $2,997,500 $3,855,282
July 2, 1995
Securities available-for-sale $857,782 $2,235,773 $3,093,555
</TABLE>
5. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment, as cost, consist of the following:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Bowling lanes and equipment $17,201,186 $17,069,097
Buildings and building improvements 15,355,042 15,052,465
Leasehold improvements 1,028,033 1,029,037
Land 7,698,228 7,698,228
Bowling lanes and equipment not yet in use 666,142 515,407
__________ __________
41,948,631 41,364,234
Less accumulated depreciation and
amortization 19,268,110 17,964,967
__________ __________
$22,680,521 $23,399,267
</TABLE>
6. COMMITMENTS
Lease Commitments
The Company and its subsidiaries are obligated under long-term real estate
lease agreements for nine bowling centers. Certain of the Company's real
estate leases provide for additional annual rents based upon total gross
revenues and increases in real estate taxes and insurance. Generally, the
leases contain renewal options ranging from 5 to 10 years.
At June 30, 1996, the minimum fixed rental commitments related to all
noncancelable leases, were as follows:
Year Ending
1997 $ 524,484
1998 400,000
1999 400,000
2000 400,000
2001 339,630
Thereafter 952,000
_________
Total minimum lease payments $3,016,114
Net rental expense was as follows:
For the Years Ended
1996 1995 1994
Minimum rental under operating leases $534,000 $581,000 $498,000
Excess percentage rentals 144,026 181,899 265,485
_______ _______ _______
$678,026 $762,899 $763,485
-8-
<PAGE>
7. STOCKHOLDERS' EQUITY
The Company declared a 2-for-1 stock split in the form of a dividend
effective February 15, 1995, wherein both Class A and Class B stockholders
received one share of Class A common stock for each share of Class A and
Class B common stock held as of the date of record. All prior years earnings
per share and dividends per share have been restated to reflect the impact of
this transaction.
The Class A shares have one vote per share voting power. The Class B
shares may vote ten votes per share and are convertible to Class A shares at
the option of the stockholder.
8. PROFIT-SHARING AND ESOP PLAN
The Company has a profit-sharing plan which, generally, covers all individ-
uals who were employed at the end of the fiscal year and had one thousand or
more hours of service during that fiscal year. The Plan provides for Company
contributions as determined by the Board of Directors. For the years ended
June 30, 1996, July 2, 1995, and July 3, 1994, contributions in the amount of
$105,000, $130,000, and $155,000, respectively, were charged to operations.
Effective March 31, 1987, the Company adopted an Employee Stock Ownership
Plan (ESOP) which generally covers all employees who on the last day of the
fiscal year or December 29 have been employed for one year with at least one
thousand hours of service. The Plan provides for Company contributions as
determined by the Board of Directors. In fiscal year 1994, the
contributions were allocated to participants based on compensation and years
of service. Fiscal years 1996 and 1995 contributions were allocated based on
compensation only in order to comply with Internal Revenue Service code
requirements. The Company's contributions to the Plan for fiscal years 1996,
1995, and 1994 were $105,000, $130,000, and $155,000, respectively.
9. INCOME TAXES
Income tax expense differs from the amounts computed by applying the U.S.
Federal income tax rate to income before tax for the following reasons:
<TABLE>
<CAPTION>
For the Years Ended
1996 % 1995 % 1994 %
<S> <C> <C> <C> <C> <C> <C>
Taxes computed at statutory rate $1,415,000 34.0% $1,740,000 34.0% $2,067,000 34.0%
State income taxes, net of Federal
income tax benefit 155,000 3.7 190,000 3.7 232,000 3.8
Dividends received exclusion (30,000) (0.7) (29,000) (0.6) (29,000) (0.5)
All other-net 27,000 0.6 (52,000) (1.0) (5,000) -
_________ ____ _________ ____ _________ ____
$1,567,000 37.6% $1,849,000 36.1% $2,265,000 37.3%
</TABLE>
<PAGE>
The significant components of the Company's deferred tax assets and liabil-
ities were as follows:
1996 1995
Deferred tax assets:
Accrued expenses $ 68,000 $ 70,000
Deferred tax liabilities:
Property, plant and equipment 1,003,000 1,037,000
Unrealized gain on available-
for-sale securities 1,139,000 850,000
Prepaid expenses 100,000 79,000
Other 82,000 63,000
_________ _________
Total deferred tax liabilities 2,324,000 2,029,000
_________ _________
Net deferred income taxes $2,256,000 $1,959,000
10. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following summary represents the results of operations for each of the
quarters in fiscal 1996 and 1995 (dollars in thousands, except for earnings per
share):
<TABLE>
<CAPTION>
Earnings
Before
Provision Earnings
Operating Gross for Income Net Per
Revenues Profit Taxes Earnings Share
<S> <C> <C> <C> <C> <C>
1996
June 30, 1996 $5,903 $ 505 $ 693 $ 419 $.07
March 31, 1996 8,334 2,064 2,244 1,400 .24
December 31, 1995 7,422 1,277 1,432 896 .16
October 1, 1995 5,668 (349) (208) (121) (.02)
1995
July 2, 1995 $6,242 $ 628 $ 814 $ 578 $.10
April 2, 1995 9,373 2,592 2,765 1,722 .30
January 1, 1995 8,148 1,582 1,701 1,062 .19
October 2, 1994 5,731 (276) (161) (92) (.02)
</TABLE>
-9-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Bowl America Incorporated
Alexandria, Virginia
We have audited the accompanying consolidated balance sheets of Bowl
America Incorporated and subsidiaries as of June 30, 1996 and July 2, 1995, and
the related consolidated statements of earnings, stockholders' equity and cash
flows for each of the three years in the period ended June 30, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Bowl America Incorporated and
subsidiaries as of June 30, 1996 and July 2, 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1996, in conformity with generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements effective
July 4, 1994, the Company changed its method of accounting for investment
securities.
Deloitte and Touche LLP
McLean, Virginia
September 6, 1996
-10-
<PAGE>
<PAGE>
Exhibit 1
SUBSIDIARIES OF THE CORPORATION
The following table shows each of the significant subsidiaries of Registrant
and the State of Incorporation.
Subsidiary State of Incorporation
Bowl America of Florida Inc. Florida
Bowl America Shirley Inc. Virginia
Falls Church Bowl Inc. Virginia
Reisterstown Bowl Inc. Maryland
Manassas Bowl Inc. Virginia
Westwood Bowl Inc. Maryland
Bowl America Duke Inc. Virginia
The foregoing subsidiaries are wholly-owned.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<EXCHANGE-RATE> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,121
<SECURITIES> 3,855
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 686
<CURRENT-ASSETS> 10,508
<PP&E> 41,949
<DEPRECIATION> 19,268
<TOTAL-ASSETS> 37,901
<CURRENT-LIABILITIES> 2,855
<BONDS> 0
0
0
<COMMON> 568
<OTHER-SE> 32,336
<TOTAL-LIABILITY-AND-EQUITY> 37,901
<SALES> 8,377
<TOTAL-REVENUES> 27,327
<CGS> 2,542
<TOTAL-COSTS> 23,830
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,161
<INCOME-TAX> 1,567
<INCOME-CONTINUING> 2,594
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,594
<EPS-PRIMARY> .45
<EPS-DILUTED> .45
