BOWL AMERICA INC (Form: 10-K, Received: 09/28/2017 17:02:52)

UNITED STATES

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 July 2, 2017 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

Class A Common stock (par value $.10)	NYSE American

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES[ ] NO [X]

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 o f Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K, (Section 229.405) 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. [X]

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

Large Accelerated Filer [ ] Accelerated Filer [ ]

Non-accelerated Filer [ ] Smaller reporting company [X] Emerging Growth Company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]

Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). YES [ ] NO [X]

As of December 30, 2016, the last business day of the registrant's most recently completed second quarter, 3,746,454 Class A common shares were outstanding, and the aggregate market value of such shares (based upon the closing price of $16.48 per share as reported on the NYSE American) of held by non-affiliates of the registrant was approximately $35 million. As of that date, 1,414,517 Class B common shares were outstanding. Class B common shareholders have the right to convert their Class B common stock to Class A common stock on a share for share basis. If all of the Class B shares were converted to Class A shares as of December 30, 2016, the total aggregate market value for both classes of common stock held by non-affiliates would be approximately $38 million.

Indicate the number of shares outstanding of each of the registrant ’s c lasses of common stock, as of the latest practicable date:

		Shares outstanding at September 15, 2017
Class A Common Stock
$.10 par value		3,746,454
Class B Common Stock
$.10 par value		1,414,517

DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrant's definitive proxy statement, which will be filed with the Commission not later than 120 days after July 2, 2017, are incorporated by reference into Part III of this Form 10-K. The Selected Financial Data (Item 6), Management’s Discussion & Analysis (Item 7), Financial Statements (Item 8) and Management’s Annual Report on Internal Control Over Financial Reporting (Item 9A) attached to this filing as exhibits are incorporated herein by reference.

BOWL AMERICA INCORPORATED

INDEX TO FISCAL 20 17 10-K FILIN G

			Page
PART I

ITEM 1.		Business
	(a)	General Development of Business	1
	(b)	Financial Information about Industry Segments	1
	(c)	Narrative Description of Business	1
	(d)	Financial Information about Geographic Areas	1

ITEM 2.		Properties	2

ITEM 3.		Legal Proceedings	2

ITEM 4.		Mine Safety Disclosures	2

PART II

ITEM 5.		Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2

ITEM 6.		Selected Financial Data	3

ITEM 7.		Management's Discussion and Analysis of Financial Condition and Results of Operations	3

ITEM 8.		Financial Statements and Supplementary Data	3

ITEM 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3

ITEM 9A		Controls and Procedures	3

PART III

ITEM 10.		Directors, Executive Officers and Corporate Governance	4

ITEM 11.		Executive Compensation	4

ITEM 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4

ITEM 13.		Certain Relationships and Related Transactions, and Director Independence	4

ITEM 14.		Principal Ac countant Fees and Services	4

PART IV

ITEM 15.		Exhibits and Financial Statement Schedules	5
(a)		Financial Statements	5
(b)		Exhibits	5

Signatures			6-7

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 fiscal year 2017, the Company and its wholly-owned subsidiaries operated 18 bowling centers.

(b) Financial Information about Industry Segments

The Company operates in one segment. 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. At the end of the fiscal year 2017, the Company had operating revenues from continuing operations of approximately $23.9 million, and approximately $30 million in total assets. Merchandise sales, including food and beverages, were approximately 29% of operating revenues. The balance of operating revenues (approximately 71%) represents fees for bowling and related services. Earnings per share for fiscal 2017 were $0.48.

As of September 1, 2017 the Company operated 10 bowling centers in the greater metropolitan area of Washington, D.C., one bowling center in the greater metropolitan area of Baltimore, Maryland, three bowling centers in the greater metropolitan area of Jacksonville, Florida, and four bowling centers in the greater metropolitan area of Richmond, Virginia. These 18 bowling centers contain a total of 726 lanes.

These establishments are fully air-conditioned with facilities for service of food and beverages, game rooms, rental lockers, and meeting room facilities. All centers provide shoes for rent, and bowling balls are provided free. In addition, each center sells retail bowling accessories. Most locations are equipped for glow-in-the-dark bowling, popular for parties and non-league bowling. The Company outsourced the operation of its amusement games to a third party for a one year term at a flat annual fee.

The bowling equipment essential for the Company's operation is readily available. The Company’s major source of 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 markets in which it operates. The principal method of competition is the quality of service furnished to the Company's customers. Its primary competitor is Bowlmor AMF and many of our centers face competition from bowling centers located in close proximity to our centers.

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 500 including approximately 250 full time employees.

(d) Financial Information about Geographic Areas

The Company has no foreign operations.

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ITEM 2. PROPERTIES

The Company owns its general offices which are located at 6446 Edsall Road, Alexandria, Virginia 22312.

Two of the Company's bowling centers are located in leased premises, and the remaining sixteen centers are owned by the Company. The Company's leases expire in fiscal 2020. 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.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable .

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The principal market on which the Company's Class A Common Stock is traded is the NYSE American. The Company's Class B Common Stock is not listed on an y exchange and is not publicly traded. Each share of Class B Common Stock can be converted to one share of Class A Common Stock at any time.

The table below presents the high and low sales price of the Company's Class A Common Stock in each quarter of fiscal years 2017 and 2016 as reported by the NYSE American.

2017	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr

High	$	15.04	$	17.25	$	16.79	$	14.74
Low	$	14.11	$	14.09	$	14.15	$	14.17

2016	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr

High	$	15.50	$	15.31	$	14.70	$	15.15
Low	$	14.28	$	13.22	$	13.61	$	14.00

Holders

As of July 2, 2017, the approximate number of holders of record of the Company's Class A Common Stock was 274 and of the Company's Class B Common Stock was 19.

Cash Dividends

The table below presents the quarterly cash dividends per share of Class A Common Stock and Class B Common Stock paid, and the quarter in which the payment was made during fiscal 2017 and 2016.

Class A and Class B Common Stock
Quarter	2017	2016

First	17 cents	17 cents
Second	17 cents	17 cents
Third	17 cents	17 cents
Fourth	17 cents	17 cents

The Board of Directors decides the amount and timing of any dividend at its quarterly meetings based on its appraisal of the state of the business, the economic climate and estimate of future opportunities at such time.

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ITEM 6 . SELECTED FINANCIAL DATA

The information is set forth in the section of Exhibit 99(a) entitled "Selected Financial Data" on page 14 of this Form 10-K and is incorporated herein by reference. Such information should be read in conjunction with the audited financial statements.

ITEM 7 . MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information is set forth in the section of Exhibit 99(b) entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on Pages 9 through 13 of this Form 10-K and is incorporated herein by reference.

ITEM 8 . FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and notes thereto are set forth in Exhibit 99(c) on pages 16 through 27 of this Form 10-K and is incorporated herein by reference.

Supplementary data is not required.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A . CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Commission ’s rules and forms. Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company's disclosure controls and procedures were effective as of July 2, 2017. Additionally, the Company’s officers concluded that the Company’s disclosure controls and procedures were effective as of July 2, 2017 to ensure that information required to be disclosed in the reports filed under the Exchange Act was accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

(a) Management ’s Annual Report on Internal Control Over Financial Reporting

In accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002 and Item 308(a) of Regulation S-K, the report of management on the Company ’s internal control over financial reporting is set forth in Exhibit 99(d) in this Annual Report on Form 10-K and is included herein by reference.

(b) Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the fourth quarter ended July 2, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item regarding directors and executive officers 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 AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements

The following consolidated financial statements of Bowl America Incorporated and its subsidiaries are incorporated by reference in Part II, Item 8:

Report s of Independent Registered Public Accounting Firms

Consolidated balance sheets as of July 2, 2017 and July 3, 2016

Consolidated statements of earnings and comprehensive earnings - years ended July 2, 2017 and July 3, 2016

Consolidated statements of stockholders' equity - years ended July 2, 2017 and July 3, 2016

Consolidated statements of cash flows - years ended July 2, 2017 and July 3, 2016

Notes to the consolidated financial statements - years ended July 2, 2017 and July 3, 2016

(b)

Exhibits:

3.1 Articles of Incorporation of the Registrant and amendments through December 1994 thereto

3.2 By-laws of the Registrant

10.1 Amended Employment Agreement, dated as of September 29, 2016, between the Company and Leslie H. Goldberg (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 3, 2016).

10.2 Amended Employment Agreement, dated as of June 22, 2015, between the Company and Cheryl A. Dragoo (incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 22, 2015).

20 Press release dated September 28, 2017

21 Subsidiaries of registrant (Incorporated by reference from exhibit number 21 to the Registrant's Annual Report on Form 10-K for fiscal year ended June 30, 2002.)

31.1 Written statement of Chief Executive Officer (Rule 13a-14a Certification)

31.2 Written statement of Chief Financial Officer (Rule 13a-14a Certification)

32 Written statement of Chief Executive and Chief Financial Officers (Section 1350 Certifications)

99(a) Selected Financial D ata (Item 6), set forth as page 14 hereof

99(b) Management ’s Discussion & Analysis of Financial Condition and Results of Operations (Item 7), set forth as pages 9-13 hereof

99(c) Consolidated Financial Statements (Item 8), set forth as pages 16-27 hereof

99(d) Management ’s Annual Report on Internal Control Over Financial Reporting, (Item 9-A) set forth as page 8 hereof

101 Interactive files formatted in XBRL (Extensible Business Reporting Language)

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BOWL AMERICA INCORPORATED

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

BOWL AMERICA INCORPORATED

/s/ Leslie H. Goldberg

Leslie H. Goldberg

President

Chief Executive and Operating Officer

Date: September 28, 2017

/s/ Cheryl A. Dragoo

Cheryl A. Dragoo

Chief Financial Officer,

Senior Vice President

Principal Financial and Accounting Officer

Date: September 28, 2017

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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

/s/ Leslie H. Goldberg

Leslie H. Goldberg

President, Principal Executive

& Operating Officer and Director

Date: September 28, 2017

/s/ Ruth Macklin Ruth Macklin Senior Vice President , Secretary, Treasurer and Director	/s/ Cheryl A. Dragoo Cheryl A Dragoo Senior Vice President, Principal Financial & Accounting Officer and Director

Date: September 28, 2017	Date: September 28, 2017



/s/ Warren T. Braham	/s/ Nancy Hull
Warren T. Braham	Nancy Hull
Director	Director

Date: September 28, 2017	Date: September 28, 2017



/s/ Allan L. Sher	/s/ Merle Fabian
Allan L. Sher	Merle Fabian
Director	Director

Date: September 28, 2017	Date: September 28, 2017

/s/ Arthur H. Bill

Arthur H. Bill

Director

Date: September 28, 2017

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Exhibit 99(d) Management’s Annual Report on Internal Control Over Financial Reporting

Management ’s Annual Report on Internal Control Over Financial Reporting

The following sets forth, in accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002 and Item 308(a) of Regulation S-K, the annual report of management of the Company on the Company ’s internal control over financial reporting.

1. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting in a process designed by, or under the supervision of the Company ’s Chief Executive Officer and Chief Financial Officer , and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

2. Management of the Company, in accordance with Rule 13a-15(d) under the Securities Exchange Act of 1934 and with the participation of the Company ’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of July 2, 2017. The framework on which management’s evaluation of the Company’s internal control over financial reporting is based is the “Internal Control-Integrated Framework” published in 2013 by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

3. Management has determined that the Company ’s internal control over financial reporting, as of July 2, 2017, was effective. No material weaknesses in the Company’s internal control over financial reporting were identified by management. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

4. This annual report does not include an attestation report of the Company ’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to a permanent exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

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Exhibit 99(b) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

The Company is in the entertainment business which, by its nature, has ups and downs based on consumer tastes and preferences. Generally, promotional and open play bowling, which depends on the public’s discretionary budget dollars and their choices, accounts for more than half of our business. While bowling has the advantage of being an entertainment that is close to home and relatively inexpensive, new forms of sports and entertainment are offered to the public continually creating challenges, but our response is helped by having the resources to be able to promote the sport. Weather is also a factor, especially for casual bowlers. While extreme heat or rainy weather prompt people to look for indoor activities, heavy snow storms can keep customers from reaching the centers. Hurricane Matthew closed our Florida locations for up to 2 days in the second quarter of fiscal 2017. While there were snow storms during fiscal year 2017, only three locations were closed for a day. Last year, the “Blizzard of 2016” occurred on the weekend of January 22-24, 2016 causing the closure of all of our northern market locations for up to 3 days. Weekends tend to be heaviest for open play while the majority of league play occurs on weekdays. Postponed league games are made up later in the season, but lost open play income is never recovered .

L IQUIDITY AND CAPITAL RESOURCES

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

With the exception of an additional 13,120 shares of Verizon, the shares of common stock in our portfolio have come from spin-offs, mergers and acquisitions of AT&T and United Telecommunications (now Sprint) purchased in 1979 and 1984 and from one insurance company acquired at no cost when that company demutualized. While not all shares in the portfolio are domestic American companies any longer, since the original purchases at an approximate cost of $630,000, we have received approximately $967,000 from mergers and sales, and over $4,700,000 in dividends, the majority of which were tax favored in the form of a partial exclusion from federal taxable income. The exclusion continues into the current year. These marketable securities are carried at their fair value on the last day of each reporting period. The fair value of the securities on July 2, 2017 was approximately $5,272,000 and the value of securities held at July 3, 2016 was approximately $6,002,000.

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The Company’s original investment in the Vanguard GNMA mutual fund began in 1988 with purchases of shares in the fund totaling approximately $1,400,000. The fund is carried at fair value on the last day of the reporting period and at July 2, 2017 the fair value was approximately $2,817,000. In August 2017, approximately $1,000,000 of shares of this fund were redeemed to meet the August 2017 dividend payment.

Short-term investments at the end of fiscal 2017, including the GNMA mutual fund, mentioned above, that was reclassified to short term investments from the category of marketable securities in the prior year, Certificates of Deposits, and cash and cash equivalents totaled $3,557,000 at the end of fiscal 2017. Short-term investments consisting mainly of Certificates of Deposits, and cash and cash equivalents totaled $1,471,000 at the end of fiscal 2016.

In August 2016 the Company secured a short-term loan for $500,000 partially collateralized with $350,000 in Certificates of Deposits, to fund the August 2016 dividend. The loan was fully repaid on January 6, 2017.

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

Cash flow provided by operating activities for the year ended July 2, 2017, was $3,129,000. Building, entertainment and restaurant equipment purchases during fiscal year 2017 used approximately $326,000. Proceeds from GNMA dividends totaling approximately $86,000 in fiscal year 2017 were used to purchase additional shares in the fund. During the 2017 fiscal year the Company signed an agreement with a third party to take over operations of its amusements games. The Company received approximately $85,000 for the games the majority of which were fully depreciated. Cash on hand and the $500,000 short-term loan, mentioned above, were used to meet the $3,509,000 required to pay regular dividends during the fiscal year.

The Company paid cash dividends totaling approximately $ 3.5 million, or $.68 per share, to shareholders during the 2017 fiscal year. In June 2017, the Company declared a quarterly $.17 per share dividend, paid in August 2017. The economic climate is part of the consideration at the Directors quarterly reviews of future estimates of cash flows. The Board of Directors decides the amount and timing of any dividend at its quarterly meeting based on its appraisal of the state of the business and estimate of opportunities at such time.

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RESULTS OF OPERATIONS

The following table sets forth the items in our consolidated summary of operations for the fiscal fourth quarters ended July 2, 2017 and July 3, 2016, respectively, and the dollar and percentage changes therein.

	Thirteen weeks ended July 2, 2017 and
	Fourteen weeks ended July 3, 2016
	Dollars in thousands
	201 7		20 16			Change			% Change
Operating Revenues:
Bowling and other	$	3,633	$	4,001		$	(368	)		(9.2	)%
Food, beverage & merchandise sales		1,510		1,749			(239	)		(13.7	)
		5,143		5,750			(607	)		(10.6	)
Operating Expenses:
Compensation & benefits		2,617		2,823			(206	)		(7.3	)
Cost of bowling & other		1,380		1,431			(51	)		(3.6	)
Cost of food, beverage & merch andise sales		505		563			(58	)		(10.3	)
Depreciation & amortization		145		144			1			.7
General & administrative		125		89			36			40.4
		4,772		5,050			(278	)		(5.5	)
Gain (l oss) on disposal of assets		44		(10	)		54			540.0
Operating income		415		690			(275	)		(39.9	)
Interest , dividend and other income		97		110			(13	)		(11.8	)
Earnings before taxes		512		800			(288	)		(36.0	)
Income taxes		163		281			(118	)		(42.0	)
Net Earnings	$	349	$	519		$	(170	)		(32.8	)

The following table sets forth the items in our consolidated summary of operations for the 52 week fiscal year ended July 2, 2017 and 53 week fiscal year ended July 3, 2016, respectively, and the dollar and percentage changes therein.

	Fifty- two weeks ended July 2, 2017 and
	Fifty-t hree weeks ended July 3, 2016
	Dollars in thousands
	201 7		20 16			Change			% Change
Operating Revenues:
Bowling and other	$	16,888	$	16,878		$	10			0.1	%
Food, beverage & merchandise sales		7,045		7,220			(175	)		(2.4	)
		23,933		24,098			(165	)		(.7	)
Operating Expenses:
Compensation & benefits		10,818		11,071			(253	)		(2.3	)
Cost of bowling & other		5,881		5,947			(66	)		(1.1	)
Cost of food, beverage & merch andise sales		2,195		2,203			(8	)		(.4	)
Depreciation & amortization		974		1,153			(179	)		(15.5	)
General & administrative		803		853			(50	)		(5.9	)
		20,671		21,227			(556	)		(2.6	)
Gain (loss) on disposal of assets		78		(10	)		88			880.0
Operating income		3,340		2,861			479			16.7
Interest, dividend and other income		412		450			(38	)		(8.4	)
Interest expense		6		-			6			100.0
Earnings before taxes		3,746		3,311			435			13.1
Income taxes		1,295		1,160			135			11.6
Net Earnings	$	2,451	$	2,151		$	300			13.9

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Net Earnings were $349,057 or $.07 per share for the thirteen week period and $2,451,110 or $.48 per share for the fifty-two week period ended July 2, 2017. For the fourteen week and fifty-three week periods ended July 3, 2016 net earnings were $518,712 or $.10 per share and $2,151,025 or $.42 per share, respectively. Fiscal 2017 consisted of 52 weeks and fiscal 2016 consisted of 53 weeks with the extra week included in the fourth quarter. Eighteen centers were in operation throughout both years.

Operating Revenues

Total operating revenue decreased 0.7%, or $165,000, to $23.9 million in fiscal 2017 compared to an increase of 4.2%, or $973,000, to $24.1 million in fiscal 2016. Bowling and other revenue increased $10,000 in fiscal 2017 versus an increase of $569,000 in fiscal 2016. Food, beverage and merchandise sales declined $175,000 and increased $404,000 in fiscal 2017 and fiscal 2016, respectively.

Management believes that open play revenue was lost in both years as a result of snow storms in the normally busiest months of fiscal years 2017 and 2016. Promotional pricing throughout both fiscal years also depressed bowling revenue.

Operating Expenses

As discussed in more detail below, total operating expenses decreased 2.6%, or $556,000, in fiscal year 2017 versus an increase of 0.1%, or $12,000 in fiscal 2016. Costs for employee compensation and benefits were down 2.3% or $253,000 in fiscal 2017 versus an increase of 0.5% or $57,000 in fiscal 2016. Group health insurance costs declined primarily due to plan offerings and lower premiums. This category includes contributions to our two benefit plans, both of which are defined contribution plans. The contributions can only be made from profits and there is no additional obligation beyond the current year contribution.

Cost of bowling and other services decreased $66,000 or 1.1% in the year ended July 2, 2017 and decreased $3,000 or 0.1% in the prior fiscal year. Maintenance expense decreased $37,000 or 4.1% in fiscal 2017 and was flat in fiscal 2016. Snow removal costs in fiscal 2016 were higher than normal due to severe winter storms. Utility costs were up 0.7% and down 4.5% in the current and prior years, respectively. Supplies expense decreased 3.4% in fiscal 2017 versus an increase of 1% in fiscal 2016. Advertising costs were flat in the current year and decreased 2.1% in fiscal 2016.

Cost of food, beverage and merchandise sales decreased $8,000 or 0.4% in fiscal 2017, the result of lower food and beverage sales.

Depreciation expenses decreased approximately $179,000 or 15.5% in fiscal 2017 versus a decrease of approximately $102,000 or 8.1% in the prior year as large assets became fully depreciated.

Operating income increased 16.7% or $479,000 to $3.3 million in fiscal year 2017 from $2.9 million in fiscal 2016.

Interest , Dividend and Other Income

Interest and dividend income decreased $38,000 or 8.4% in fiscal 2017 and $45,000 or 9.1% in the prior year.

Income taxes

Effective income tax rates on continuing operations for the Company were 34.4% for fiscal 2017 and 35.0% for fiscal 201 6. The difference from statutory rates is primarily due to the partial exclusion of dividends received on investments.

Net Earnings

Net earnings from continuing operations in fiscal 2017 were $2.5 million, or $.48 per share, compared to $2.2 million, or $.42 per share in fiscal 2016.

-12-

CRITICAL ACCOUNTING POLICIES

We have identified accounting for marketable investment securities as a critical accounting policy due to the significance of the amounts included in our balance sheet. The Company exercises judgment in determining the classification of its investment securities as available-for-sale and in determining their fair value. The Company records these investments at their fair value based on quoted market prices with the unrealized gain or loss recorded in accumulated other comprehensive income, a component of stockholders' equity, net of deferred taxes. Additionally, from time to time the Company must assess whether write-downs are necessary for other than temporary declines in value.

We have identified accounting for the impairment of long-lived assets as a critical accounting policy due to the significance of the amounts included in our balance sheet under the caption of Land, Buildings and Equipment. The Company reviews long-lived assets whenever events or changes indicate that the carrying amount of an asset may not be recoverable. In making such evaluations, the Company compares the expected future cash flows to the carrying amount of the assets. An impairment loss equal to the difference between the assets' fair value and carrying value is recognized when the estimated undiscounted future cash flows are less than the carrying amount. There were no impairment losses recorded in fiscal 2017 or 2016.

-13-

Exhibit 99(a) Selected Financial Data

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED SUMMARY OF OPERATIONS

Selected Financial Data

	For the Years Ended
	Ju ly 2 ,			Ju ly 3,			Ju ne 28,			Ju ne 29,			Ju ne 30,
	20 1 7			20 16			20 15			20 14			20 13
Operating revenues	$	23,932,504		$	24,097,862		$	23,124,541		$	22,780,017		$	23,857,281
Operating expenses		20,670,929			21,226,560			21,214,632			21,581,531			22,095,866
Gain (loss) on disposal of land, building and Equipment		77,972			(10,035	)		(3,854	)		8,820			980
Interest, dividend and other income		412,299			449,998			494,645			662,693			435,141
Interest expense		6,296			-			-			-			-
Earnings from continuing operations b efore provision for income taxes		3,745,550			3,311,265			2,400,700			1,869,999			2,197,536
Provision for income taxes		1,294,440,			1,160,240			760,471			496,831			711,763
E arnings from continuing operations	$	2,451,1100		$	2,151,025		$	1,640,229		$	1,373,168		$	1,485,773
(Loss) gain from discontinued operations - net of tax		-			-			-			(2,774	)		1,669,449
Net Earnings	$	2,451,110		$	2,151,025		$	1,640,229		$	1,370,394		$	3,155,222
Weighted average shares outstanding- Basic & Diluted		5,160,971			5,160,971			5,160,971			5,160,971			5,151,784

Earnings per share-Basic & diluted
Continuing operations	$	.48		$	.42		$	.32		$	.27		$	.29
Discontinued operations		.00			.00			.00			.00			.32
Net earnings per share-Basic & diluted	$	.48		$	.42		$	.32		$	.27		$	.61

Net cash provided by o perating activities	$	3,128,551		$	3,441,813		$	3,052,817		$	2,053,510		$	2,206,533

Cash dividends paid	$	3,509,460		$	3,509,461		$	3,509,460		$	3,406,243		$	5,949,951
Cash dividends paid Per share - Class A	$	0.68		$	0.68		$	0.68		$	0.66		$	1.155
- Class B	$	0.68		$	0.68		$	0.68		$	0.66		$	1.155

Total assets	$	29,626,313		$	31,851,135		$	32,062,409		$	34,363,780		$	36,725,050

Stockholders' equity	$	24,586,393		$	26,149,342		$	26,974,079		$	28,978,731		$	31,031,801

Net book value per share	$	4.76		$	5.07		$	5.23		$	5.61		$	6.01

Net earnings as a % of beginning stockholders' equity		9.4	%		8.0	%		5.7	%		4.4	%		9.4	%

Lanes in operation		726			726			726			726			726
Centers in operation		18			18			18			18			18

-14-


	1395 Piccard Drive, Suite 240 Rockville, Maryland 20850 Phone 301.337.3305

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Bowl America Incorporated

Alexandria , Virginia

We have audited the accompanying Consolidated Balance Sheets of Bowl America Incorporated and Subsidiaries as of July 2, 2017 and July 3, 2016, and the related Consolidated Statements of Earnings and Comprehensive Earnings, Stockholders' Equity and Cash Flows for the years ended July 2, 2017 and July 3, 2016. Bowl America Incorporated and Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bowl America Incorporated and Subsidiaries as of July 2, 2017 and July 3, 2016, and the results of their operations and their cash flows for the years ended July 2, 2017 and July 3, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ MN Blum LLC

MN Blum , LLC

Rockville , Maryland

September 2 8, 2017

-15-

Exhibit 99(c) Consolidated Financial Statements

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

C ONSOLIDATED BALANCE SHEETS

	As of
	Ju ly 2 ,		Ju ly 3,
	20 1 7		20 16
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 2)	$	604,671	$	986,193
Short-term investments (Note 3)		2,951,315		484,558
Inventories		534,741		561,217
Prepaid expenses and other		555,687		664,379
Current deferred i ncome tax benefit (Note 7)		8,162		-
TOTAL CURRENT ASSETS		4,654,576		2,696,347
LAND, BUILDINGS & EQUIPMENT , net (Note 4)		18,860,778		19,523,856
OTHER ASSETS:
Marketable investment securities (Note 3)		5,272,318		8,824,456
Cash surrender value-life insurance		772,326		740,161
Other		66,315		66,315
TOTAL OTHER ASSETS		6,110,959		9,630,932
TOTAL ASSETS	$	29,626,313	$	31,851,135

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	673,786	$	660,711
Accrued expenses		1,069,668		1,193,463
Dividends payable		877,365		877,365
Income taxes payable		22,543		207,840
Other current liabilities		342,324		325,982
Current deferred income taxes (Note 7)		-		27,850
TOTAL CURRENT LIABILITIES		2,985,686		3,293,211
LONG-TERM DEFERRED COMPENSATION		18,413		23,620
NONCURRENT DEFERRED INCOME TAXES (Note 7)		2,035,821		2,384,962
TOTAL LIABILITIES		5,039,920		5,701,793

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY (Note 8)
Preferred stock, par value $10 a share:
Authorized and unissued, 2,000,000 shares		-		-
Common stock, par value $.10 a share:
Authorized, 10,000,000 shares
Class A issued and outstanding 3,746,454		374,645		374,645
Class B issued and outstanding 1,414,517		141,452		141,452
Additional paid-in capital		7,854,108		7,854,108
Accumulated other comprehensive earnings- Unrealized gain on available-for-sale securities, net of tax		2,481,988		2,986,587
Retained earnings		13,734,200		14,792,550
TOTAL STOCKHOLDERS'EQUITY		24,586,393		26,149,342

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY	$	29,626,313	$	31,851,135

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

-16-

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

	For the Years Ended
	Ju ly 2 ,			July 3,
	201 7			2016
Operating Revenues:
Bowling and other	$	16,887,857		$	16,878,423
Food, beverage and merchandise sales		7,044,647			7,219,439
Total Operating Revenue		23,932,504			24,097,862

Operating Expenses:
Employee compensation and benefits		10,817,766			11,070,655
Cost of bowling and other services		5,881,168			5,947,418
Cost of food, beverage and merchandise sales		2,195,259			2,202,901
Depreciation and amortization		973,849			1,153,121
General and administrative		802,887			852,465
Total Operating Expense		20,670,929			21,226,560
Gain (l oss) on disposal of land, buildings and equipment		77,972			(10,035	)
Operating Income		3,339,547			2,861,267
Interest, dividend and other income		412,299			449,998
Interest expense		6,296			-
Earnings before provision for income taxes		3,745,550			3,311,265
Provision for income taxes (Note 7)
Current		1,368,326			1,258,674
Deferred		(73,886	)		(98,434	)
Total Provision for Income Taxes		1,294,440			1,160,240
Net Earnings	$	2,451,110		$	2,151,025

Earnings per share-basic & diluted	$	.48		$	.42

Weighted average shares outstanding		5,160,971			5,160,971

Dividends paid	$	3,509,460		$	3,509,461

Per share, dividends paid, Class A	$	0.68		$	0.68

Per share, dividends paid, Class B	$	0.68		$	0.68

Net Earnings	$	2,451,110		$	2,151,025
Other comprehensive earnings- net of tax
Unrealized (loss) gain on available-for–sale securities net of tax (benefit) of ($312,797) and $ 334,549		(508,218	)		548,740	)
Reclassification adjustment for loss (gain) included in Net Income, net of tax (benefit) of ($2,227) and $9,258		3,619			(15,041	)

Comprehensive earnings	$	1,946,511		$	2,684,724

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

-17-

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

	COMMON STOCK										Accumulated
	Class A Shares		Class A Amount		Class B Shares		Class B Amount		Additional Paid-In Capital		Other Comprehensive Earnings			Retained Earnings
Balance, June 28, 2015		3,746,454454	$	374,645		1,414,517	$	141,452	$	7,854,108	$	2,452,888		$	16,150,986
Cash dividends paid		-		-		-		-		-		-			(2,632,095	)
Accrued dividends declared June 21, 2016 payable August 17, 2016		-		-		-		-		-		-			(877,366	)
Change in unrealized gain on available-for- sale securities (shown net of tax)		-		-		-		-		-		548,740			-
Reclassification adjustment for gain included in net income, net of tax		-		-		-		-		-		(15,041	)		-
Net earnings for the year		-		-		-		-		-		-			2,151,025
Balance, July 3, 2016		3,746,454	$	374,645		1,414,517	$	141,452	$	7,854,108094	$	2,986,587		$	14,792,550
Cash dividends paid		-		-		-		-		-		-			(2,632,095	)
Accrued dividends declared June 27, 2017, payable August 16, 2017		-		-		-		-		-		-			(877,365	)
Change in unrealized gain on available-for-sale securities (shown net of tax)		-		-		-		-		-		(508,218	)		-
Re classification adjustment for loss included in net income, net of tax		-		-		-		-		-		3,619			-
Net earnings for the year		-		-		-		-		-		-			2,451,110
Balance, Ju ly 2 , 20 1 7		3,746,454	$	374,645		1,414,517	$	141,452	$	7,854,108	$	2,481,988		$	13,734,200

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

-18-

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended
	Ju ly 2 ,			Ju ly 3,
	20 1 7			20 16
Cash Flows From Operating Activities
Net earnings	$	2,451,110		$	2,151,025
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		973,849			1,153,121
Decrease in deferred income tax		(74,567	)		(95,712	)
(Gain) loss on disposition of assets-net		(77,972	)		10,035
Loss (gain) on sale of available-for-sale securities		5,845			(24,299	)
Changes in assets and liabilities
Decrease (increase) in inventories		26,476			(8,328	)
Decrease (increase) in prepaid and other		108,692			(176,167	)
Decrease in income taxes refundable		-			51,309
Decrease in other long-term assets		-			150
Increase (decrease) in accounts payable		13,075			(48,742	)
(Decrease) increase in accrued expenses		(123,795	)		191,709
(Decrease) increase in income taxes payable		(185,297	)		207,840
Increase in other current liabilities		16,342			35,149
Decrease in long-term deferred compensation		(5,207	)		(5,277	)

Net cash provided by operating activities		3,128,551			3,441,813

Cash Flows From Investing Activities
Expenditures for land, building and equipment		(326,398	)		(319,558	)
Sale of assets		93,599			50,000
Net sales and maturities (purchases) of short-term investments		350,635			(350,829	)
Purchases of marketable securities		(86,284	)		(71,570	)
Proceeds from sale of marketable secur ities		-			1,000,000
Increase in cash surrender value		(32,165	)		(32,569	)

Net cash (used in) provided by investing activities		(613	)		275,474

Cash Flows From Financing Activities
P ayment of cash dividends		(3,509,460	)		(3,509,461	)

Net cash used in financing activities		(3,509,460	)		(3,509,461	)

Net Change in Cash and Equivalents		(381,522	)		207,826

Cash and Equivalents, Beginning of period		986,193			778,367

Cash and Equivalents, End of period	$	604,671		$	986,193

Supplemental Disclosures of Cash Flow Information
Cash Paid During the Period for:
Interest paid		6,296			-
Income taxes	$	1,575,623		$	934,026

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

-19-

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

Bowl America Incorporated is engaged in the operation of 1 8 bowling centers, with food and beverage service in each center. Ten centers are located in metropolitan Washington D.C., one center in metropolitan Baltimore, Maryland, four centers in metropolitan Richmond, Virginia, and three centers in metropolitan Jacksonville, Florida. These 18 centers contain a total of 726 lanes. The Company operates in one segment.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiary corporations. All significant inter-company items have been eliminated in the consolidated financial statements.

Fiscal Year

The Company's fiscal year ends on the Sunday nearest to June 30. Fiscal year 2017 ended July 2, 2017, and fiscal year 2016 ended July 3, 2016. Fiscal year 2017 consisted of 52 weeks and fiscal year 2016 consisted of 53 weeks.

Subsequent Events

The Company has evaluated subsequent events through the date of filing these financial statements with the Securities and Exchange Commission on September 28, 2017. In August 2017 the Company redeemed $1,000,000 of its federal agency mortgage backed securities (Vanguard GNMA fund) to meet the August 2017 dividend payment.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Significant estimates include the deferred compensation liability for executives and key employees including survivor benefits, depreciation expense, cash surrender value of officers' life insurance, the Federal and State income taxes (current and deferred), and market assumptions used in estimating the fair value of certain assets such as marketable securities and long-lived assets.

Revenue Recognition

The Company records revenue for fees charged for use of bowling lanes and other facilities at the time the services are provided. Food, beverage and merchandise sales are recorded as revenue at the time the product is given to the customer.

-20-

Depreciation and Amortization

Depreciation and amortization for financial statement purposes are calculated by use of the straight-line method. Amortization of leasehold improvements is calculated over the estimated useful life of the asset or term of the lease, whichever is shorter. The categories of property, plant, and equipment and the ranges of estimated useful lives on which depreciation and amortization rates are based are as follows:

Bowling lanes and equipment (years)	3	-	10
Building and building improvements (years)	10	-	39
Leasehold improvements (years)	5	-	15
Amusement games (years)	3	-	5

Maintenance and repairs and minor replacements are charged to expense when incurred. Major replacements and betterments are capitalized. The accounts are adjusted for the sale or other disposition of property, and the resulting gain or loss is credited or charged to income.

Impairment of Long-Lived Assets

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

Dividends

It is the Company's policy to accrue a dividend liability at the time the dividends are declared.

Advertising Expense

It is the Company's policy to expense advertising expenditures as they are incurred. The Company's advertising expenses for the years ending July 2, 2017, and July 3, 2016, were $319,382 and $319,129, respectively.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consist of resale merchandise including food and beverage and bowling supplies.

Income Taxes

Deferred income tax liabilities and assets are based on the differences between the financial statement and tax bases of assets and liabilities, using tax rates currently in effect. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

Investment Securities

All of the Company's readily marketable debt and equity securities are classified as available-for-sale. Accordingly, these securities are recorded at fair value with any unrealized gains and losses excluded from earnings and reported, net of deferred taxes, within a separate component of stockholders' equity until realized. Realized gains or losses on the sale of debt and equity securities are reported in earnings and determined using the adjusted cost of the specific security sold.

Earnings Per Share

Earnings per share basic and diluted, have been calculated using the weighted average number of shares of Class A and Class B common stock outstanding of 5,160,971, for both fiscal years 2017 and 2016.

Comprehensive Earnings

A consolidated statement of comprehensive earnings reflecting the aggregation of net earnings and unrealized gain or loss on available-for-sale securities, the Company's principal components of other comprehensive earnings, has been presented for the years ended July 2, 2017 and July 3, 2016.

-21-

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers money market funds and certificates of deposits, with original maturities of three months or less to be cash equivalents. The Company maintains cash accounts which may exceed federally insured limits during the year, but does not believe that this results in any significant credit risk.

Other Current Liabilities

Other current liabilities include prize fund monies held by the Company for bowling leagues. The funds are returned to the leagues at the end of the league bowling season. At July 2, 2017 and July 3, 2016 other current liabilities included $334,272 and $314,599, respectively, in prize fund monies.

Reclassifications

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

Recently adopted accounting guidance

Recent accounting guidance not yet adop ted

In January 2016, the Financial Accounting Standards Board (FASB) issued guidance on equity securities that requires entities to recognize changes in unrealized gains and losses on equity securities in income in the current period unless the entity is recording the related investment under the equity method or consolidating the related entity. This amendment is effective for the Company ’s fiscal year ending June 2019 with earlier adoption permitted. Management is currently assessing the impact of this standard on the Company’s financial statements.

In February 2016, the FASB issued guidance on leases which requires entities to recognize right-of-use assets and lease liabilities on the balance sheet for the rights and obligations created by all leases, including operating leases, with terms of more than 12 months. The new guidance also requires additional disclosures on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. This amendment is effective for the Company’s fiscal year ending June 2020 with early adoption permitted. We are in the process of evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures.

2. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consisted of the following:

	Ju ly 2 , 201 7		July 3, 2016

De mand deposits and cash on hand	$	467,161	$	543,639
M oney market funds		137,510		442,554
Cash and Cash Equivalents	$	604,671	$	986,193

The account balances at times exceed federally insured limits. The Company does not believe this poses any significant risk.

3. INVESTMENTS

The Company’s marketable securities are categorized as available-for-sale securities. The cost for marketable securities was determined using the specific identification method. The fair values of marketable securities are based on the quoted market price for those securities. At July 2, 2017, short-term investments consist of a mutual fund that invests in mortgage backed securities, recently reclassified from non-current investments, and certificates of deposits with maturities of generally three months to one year. At July 2, 2017, the fair value of short-term investments was $2,951,315. At July 3, 2016, short-term investments were certificates of deposits with maturities of generally three months to one year and the fair value of short-term investments was $484,558. Non-current investments at July 2, 2017 are marketable securities which primarily consist of telecommunications stocks. At July 3, 2016 non-current investments were marketable securities which primarily consist of telecommunications stocks and the mutual fund that invests in mortgage backed securities. Unrealized gains and losses are reported as a component of accumulated other comprehensive earnings in Stockholders’ Equity.

-22-

As of July 2, 2017, the Company had $17,248 of gross unrealized gains from its investments in federal agency mortgage backed securities owned through a mutual fund which had a fair value of $2,817,392. In August 2017 the Company redeemed $1,000,000 of this fund to meet the August 2017 dividend payment. As of July 3, 2016, $108,755 in gross unrealized gains were from its investments in federal agency mortgage backed securities which had a fair value of $2,822,615. The Company’s investments were as follows:

	Original		Unrealized		Unrealized			Fair
	Cost		Gain		Loss			Value
Ju ly 2 , 20 1 7
Equity securities	$	1,279,914	$	3,996,702	$	(4,298	)	$	5,272,318

Mutual fund		2,800,144		17,248		-			2,817,392

Certificates of deposits		133,922		-		-			133,922


Ju ly 3 , 20 1 6
Equity securities	$	1,285,759	$	4,721,885	$	(5,804	)	$	6,001,841

Mutual fund		2,713,860		108,755		-			2,822,615

Certificates of deposits		484,558		-		-			484,558

During fiscal 2017 and fiscal 2016, the Company had certain equity securities with cumulative unrealized losses of $4,298 and $5,804 respectively.

Less than 12 months

12 Months or greater

Total

Ju ly 2, 20 17

Fair

Value

Unrealized

loss

Fair

Value

Unrealized

loss

Fair

Value

Unrealized

loss

Equity securities

5,229

(4,298

)

5,299

(4,298

)

Less than 12 months

12 Months or greater

Total

Ju ly 3, 20 16

Fair

Value

Unrealized

loss

Fair

Value

Unrealized

loss

Fair

Value

Unrealized

loss

Equity securities

(5,804

)

(5,804

)

-23-

Th e equity securities portfolio includes the following stocks:

AT&T shares			82,112
Manulife shares			2,520
NCR shares			774
Teradata shares			774
Vodafone shares			6,471
CenturyLink shares			4,398
Frontier Communications shares			4,508
Sprint s hares			40,000
Verizon shares			31,904
Windstream shares			679
CSAL shares			815

On July 10, 2017 Frontier Communications completed a 1-for-15 reverse stock split reducing Bowl America’s holdings to 300 shares.

On August 1, 2016 Dex Media completed a financial restructure. Previous shares of its common stock were cancelled with no distribution to shareholders.

As stated in Note 1, the Company records its readily marketable debt and equity securities at fair value. These assets are valued in accordance with a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

A financial instrument ’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The fair value of these assets as of July 2, 2017 is as follows:

	Quoted		Significant				Unrealized			Cumulative
	Price for		Other		Significant		gains/ (losses)			Unrealized
	Identical		Observable		Unobservable		for the			g ains/(losses)
	Assets		Inputs		Inputs		Year Ended			as of
Description	(Level 1)		(Level 2)		(Level 3)		Ju ly 2, 2017			Ju ly 2, 2017

Equity securities	$	5,272,318	$	-	$	-	$	(729,508	)	$	3,992,404

Mutual fund		2,817,392		-		-		(91,507	)		17,248

Certificates of deposits		-		133,922		-		-			-
TOTAL	$	8,089,710	$	133,922		-	$	(821,015	)	$	4,009,652

-24-

The fair value of these assets as of July 3, 2016 was as follows:

	Quoted		Significant				Unrealized		Cumulative
	Price for		Other		Significant		gains/(losses)		Unrealized
	Identical		Observable		Unobservable		for the		gains/(losses)
	Assets		Inputs		Inputs		Year Ended		as of
Description	(Level 1)		(Level 2)		(Level 3)		Ju ly 3, 2016		Ju ly 3, 2016

Equity securities	$	6,001,841	$	-	$	-	$	811,454	$	4,716,081

Mutual fund		2,822,615		-		-		66,629		108,755

Certificates of deposits		-		484,558		-		-		-
TOTAL	$	8,824,456	$	484,558		-	$	878,083	$	4,824,836

The fair value of certificates of deposits is estimated using net present value techniques and comparing the values to certificates with similar terms.

4. LAND, BUILDINGS , AND EQUIPMENT

Land, buildings , and equipment, at cost, consisted of the following:

	July 2,		July 3,
	2017		2016
Buildings	$	18,666,152	$	18,666,152
Leasehold and building improvements		8,168,717		8,068,521
Bowling lanes and equipment		22,418,775		22,429,142
Land		10,510,308		10,516,607
Amusement games		17,519		726,471
Bowling lanes and equipment not yet in use		57,916		104,506
Total Land, Buildings, and Equipment		59,839,387		60,511,399
Less accumulated depreciation and amortization		40,978,609		40,987,543
Land, Buildings, and Equipment, net	$	18,860,778	$	19,523,856

Depreciation and amortization expense for buildings and equipment for fiscal years 2017 and 2016 was $973,849, and $1,153,121, respectively. The Company includes construction in progress costs in the bowling lanes and equipment not yet in use category until completion of the project. Bowling lanes and equipment not yet in use are not depreciated.

5. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company and its subsidiaries are obligated under long-term real estate lease agreements for two bowling centers. Certain of the Company's real estate leases provide for increases in real estate taxes.

At July 2, 2017, the minimum fixed rental commitments related to all non-cancelable leases, were as follows:

Year Ending
2018	$	318,000
2019		318,000
2020		33,834
Total minimum lease payments	$	669,834

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Net rent expense was as follows:

	For the Years Ended
	Ju ly 2, 20 1 7		July 3, 2016

Minimum rent under operating leases	$	318,000	$	318,000
Excess percentage rents		-		-
Net rent expense	$	318,000	$	318,000

Purchase Commitments

The Company's purchase commitments at July 2, 2017 are for materials, supplies, services and equipment as part of the normal course of business.

6. PROFIT-SHARING AND ESOP PLAN

The Company has two defined contribution plans. The first is a profit-sharing plan which, generally, covers all employees who on the last day of the fiscal year or December 29 have been employed for one year with at least one thousand hours of service. The Plan provides for Company contributions as determined by the Board of Directors. For the years ended July 2, 2017 and July 3, 2016, contributions in the amounts of $90,000 and $75,000, respectively, were charged to operating expense.

Effective March 31, 1987, the Company adopted an Employee Stock Ownership Plan (ESOP) which generally covers all individuals who were employed at the end of the fiscal year and had one thousand or more hours of service during that fiscal year. The ESOP an provides for Company contributions as determined by the Board of Directors. The Company contributed $90,000 for fiscal year 2017 and $75,000 for fiscal year 2016. The Company has no defined benefit plan or other post retirement plan.

7. INCOME TAXES

The Company is required to analyze all material positions it has taken or plans to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s financial statements.

The Company had no material unrecognized tax benefits at July 2, 2017 nor does it expect any significant change in that status during the next twelve months. No accrued interest or penalties on uncertain tax positions have been included on the consolidated statements of earnings and comprehensive earnings or the consolidated balance sheet. Should the Company adopt tax positions for which it would be appropriate to accrue interest and penalties, such costs would be reflected in the tax expense for the period in which such costs accrued. The Company is subject to U.S. Federal income tax and to several state jurisdictions. Returns filed for tax periods ending after June 30, 2013 are still open to examination by those relevant taxing authorities.

The significant components of the Company's deferred tax assets and liabilities were as follows:

	July 2,			July 3,
	2017			2016
Deferred tax assets:
Other	$	8,162		$	-
Total deferred tax assets		8,162			-
Deferred tax liabilities:
Land, buildings, and equipment	$	521,818		$	596,688
Unrealized gain on available-for-sale securities		1,529,585			1,840,861
Prepaid expenses and other		(15,582	)		(24,725	)
Total deferred tax liabilities		2,035,821			2,412,824
Net deferred income taxes	$	2,027,659		$	2,412,824

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Income tax expense differs from the amounts computed by applying the U.S. Federal income tax rate to income before tax for the following reasons:

	For the Years Ended
	20 1 7			2016

Taxes computed at statutory rate		34.0	%		34.0	%
State income taxes, net of Federal income tax benefit		3.2			4.1
Dividends received exclusion		(1.8	)		(2.1	)
All other net		(1.0	)		(1.0	)
Net effective rate		34.4	%		35.0	%

8. STOCKHOLDERS' EQUITY

The Class A shares have one vote per share . The Class B shares may vote ten votes per share and are convertible to Class A shares at the option of the stockholder.

At July 2, 2017, and July 3, 2016, the Company had $34,799 in employee loans related to the issuance of shares, respectively. These loans are secured by the shares of the Company's common stock acquired and are full recourse notes. The notes bear interest at rates of 2% to 2.5% and are payable over a term of three years from the date of the agreements which range from 2015 to 2017. These employee loans have been recorded as a reduction of additional paid-in capital.

9. DEFERRED COMPENSATION

Deferred compensation payable was a total of $24,639 at July 2, 2017, and $29,915 at July 3, 2016. The current portion of these amounts is $6,226 at July 2, 2017, and $6,295 at July 3, 2016, and is included in accrued expenses.

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Exhibit 3.1

Exhibit 3.1 to Form 10-K

ARTICLES OF INCORPORATION

BOWL AMERICA CORPORATION

* * * * *

FIRST: WE, THE UNDERSIGNED, Thomas E. Kingston, Robert M. Dougherty and Gordon E. R. Gleim, the post-office address of each of whom is No. 557 Munsey Building, Washington, D. C., each being at least twenty-one years of age, do, under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations, associate ourselves as incorporators with the intention of forming a corporation.

SECOND: The name of the corporation is

BOWL AMERICA CORPORATION

THIRD: The purposes for which the corporation is formed are:

To acquire by purchase, lease or otherwise, to own, equip, erect, build, construct, maintain, lease, let, rent, license, operate and otherwise turn to account, bowling alley, billiard parlors, pool rooms and all other places of amusement and entertainment, either public or private, and to own, maintain, operate, license, equip, and otherwise provide and furnish any facilities and conveniences appurtenant thereto, including soda fountains, restaurants, snack bars and lunch stands, to sell non-alcoholic and alcoholic beverages, as may be permitted by law, and to grant concessions, franchises and rights to others to carry on any lawful business that may be necessary, useful or convenient in furthering the objects and purposes of the corporation.

To manufacture, buy, sell, repair, service, import, export and generally to trade and deal in and with all goods, supplies, appliances and equipment, including, but not by way of limitation, bowling alleys, bowling balls, pins and pin-setting equipment, billiard tables, billiard and pool balls and cue sticks, and any and all related supplies, equipment, apparatus and facilities used or capable of being used in any business of the corporation.

To purchase, or otherwise acquire, invest in, own, improve, hold, and operate for investment or otherwise, develop, improve, mortgage, pledge, sell, lease, or otherwise dispose of improved and unimproved real estate wherever situated.

To import, export, manufacture, produce, buy, sell and otherwise deal in and with, goods, wares and merchandise of every class and description.

To engage in and carry on any other business which may conveniently be conducted in conjunction with any of the business of the corporation.

To acquire all or any part of the good will, rights, property and business of any person, firm, association or corporation heretofore or hereafter engaged in any business similar to any business which the corporation has the power to conduct, and to hold, utilize, enjoy and in any manner dispose of the whole or any part of the rights, property and business so acquired, and to assume in connection therewith any liabilities of any such person, firm, association or corporation.

To apply for, obtain, purchase or otherwise acquire, any patents, copyrights, licenses, trade-marks, trade names, rights, processes, formulas, and the like, which may seem capable of being used for any of the purposes of the corporation; and to use, exercise, develop, grant licenses in respect of, sell and otherwise turn to account, the same.

To acquire by purchase, subscription or in any other manner, take, receive, hold, use, employ, sell, assign, transfer, exchange, pledge, mortgage, lease, dispose of and otherwise deal in and with, any shares of stock, shares, bonds, debentures, notes, mortgages or other obligations, and certificates, receipts, warrants or other instruments evidencing rights or options to receive, purchase or subscribe for the same or representing any other rights or interests therein or in any property or assets, issued or created by any persons, firms, associations, corporations, syndicates, or by any governments or subdivisions thereof; and to possess and exercise in respect thereof any and all the rights, powers and privileges of individual holders.

To aid in any manner any person, firm, association, corporation or syndicate, any shares of stock, shares, bonds, debentures, notes, mortgages or other obligations of which, or any certificates, receipts, warrants or other instruments evidencing rights or options to receive, purchase or subscribe for the same, or representing any other rights or interests therein, are held by or for this corporation, or in the welfare of which this corporation shall have any interest, and to do any acts or things designed to protect, preserve, improve and enhance the value of any such property or interest, or any other property of this corporation.

To guarantee the payment of dividends upon any shares of stock or shares in, or the performance of any contract by, any other corporation or association in which this corporation has an interest, and to endorse or otherwise guarantee the payment of the principal and interest, or either, of any bonds, debentures, notes or other evidences of indebtedness created or issued by any such other corporation or association.

To carry out all or any part of the foregoing objects as principal, factor, agent, contractor, or otherwise, either alone or through or in conjunction with any person, firm, association or corporation; and, in carrying on its business and for the purpose of attaining or furthering any of its objects and purposes, to make and perform any contracts and to do any acts and things, and to exercise any powers suitable, convenient or proper for the accomplishment of any of the objects and purposes herein enumerated or incidental to the powers herein specified, or which at any time may appear conducive to or expedient for the accomplishment of any of such objects and purposes.

To carry out all or any part of the aforesaid objects and purposes, and to conduct its business in all or any of its branches, in any or all states, territories, districts and possessions of the United States of America and in foreign countries; and to maintain offices and agencies in any or all states, territories, districts and possessions of the United States of America and in foreign countries.

The foregoing objects and purposes shall, except when otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other article of these articles of incorporation or of any amendment thereto, and shall each be regarded as independent, and construed as powers as well as objects and purposes.

The corporation shall be authorized to exercise and enjoy all of the powers, rights and privileges granted to, or conferred upon, corporations of a similar character by the General Laws of the State of Maryland now or hereafter in force, and the enumeration of the foregoing powers shall not be deemed to exclude any powers, rights or privileges so granted or conferred.

FOURTH: The post-office address of the principal office of the corporation in this State is No. 10 Light Street, Baltimore 2, Maryland. The name of the resident agent of the corporation in this State is The Corporation Trust Incorporated, a corporation of this State, and the post-office address of the resident agent is No. 10 Light Street, Baltimore 2, Maryland.

FIFTH (a): The total number of shares of stock which the corporation shall have authority to issue is one million (1,000,000) shares, all of one class, of the par value of Ten Cents ($0.10) each and of the aggregate par value of One Hundred Thousand Dollars ($100,000.00).

(b): Any and all such shares issued and for which the full consideration has been paid or delivered shall be deemed fully paid stock and the holder of such shares shall not be liable for any further call or assessment or any other payment thereon.

SIXTH: The number of directors of the corporation shall be three (3), which number may be increased or decreased pursuant to the by-laws of the corporation and shall never be less than three (3). The names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualify are:

Jerome J. Dick

C. Edward Goldberg

Lipman Redman

SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the corporation and of the directors and stockholders:

(a) The board of directors is empowered to amend the corporation's by-laws without the consent of the stockholders.

(b) The board of directors of the corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, and securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as said board of directors may deem advisable subject to such limitations and restrictions, if any, as may be set forth in the by-laws of the corporation.

(c) No holder of any of the shares of the stock of the corporation shall be entitled as of right to purchase or to subscribe for any unissued stock of any class or any additional shares of any class to be issued by reason of any increase of the authorized capital stock of the corporation of any class, or bonds, certificates of indebtedness, debentures or other securities convertible into stock of the corporation or carrying any right to purchase stock of any class, but any such unissued stock or such additional authorized issue of any stock or of other securities convertible to stock or carrying any right to purchase stock may be issued and disposed of pursuant to resolutions of the board of directors to such persons, firms, corporations or associations and upon such terms as may be deemed advisable by the board of directors in the exercise of its discretion.

(d) Notwithstanding any provision of law requiring a greater proportion than a majority of the votes of all classes or of any class of stock entitled to be cast, to take or authorize any action, the corporation may take or authorize such action upon the concurrence of a majority of the aggregate number of the votes entitled to be cast thereon.

(e) Without the assent or vote of the stockholders to authorize and issue obligations of the corporation secured or unsecured and to include therin such provisions as to redemption convertibility or otherwise as the board of directors in its sole discretion may determine, and to authorize the mortgaging or pledging as security therefor of any property of the corporation, real or personal, including after acquired property.

(f) To establish bonus profit sharing or other types of incentive or compensation plans for the employees (including officers and directors) of the corporation and to fix the amount of profits to be distributed or shared and to determine the persons who will participate in any such plan and the amounts of their participation.

(g) The board of directors shall have power to determine from time to time whether and to what extent and at what times and places and under what conditions and regulations the books, accounts and documents of the corporation, or any of them, shall be open to the inspection of stockholders, except as otherwise provided by statute or by the by-laws; and, except as so provided no stockholder shall have any right to inspect any book, account or document of the corporation unless authorized so to do by resolution of the board of directors.

(h) Any contract, transaction or act of the corporation or of the directors which shall be ratified by a majority of a quorum of the stockholders having voting powers at any annual meeting, or at any special meeting called for such purpose, shall so far as permitted by law be as valid and as binding as though ratified by every stockholder of the corporation.

(i) Unless the by-laws otherwise provide, any officer or employee of the corporation (other than a director) may be removed at any time with or without cause by the board of directors or by any committee or superior officer upon whom such power of removal may be conferred by the by-laws or by authority of the board of directors.

(j) Notwithstanding any provision of law requiring any action to be taken or authorized by the affirmative vote of the holders of a majority or other designated proportion of the shares or of the shares of each class, or otherwise to be taken or authorized by vote of the stockholders, such action shall be effective and valid if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote thereon, except as otherwise provided in the charter or in the by-laws, but in cases in which the law authorizes such action to be taken or authorized by a less vote, such action shall be effective and valid if so taken or authorized, except as otherwise provided in the charter or in the by-laws.

(k) The corporation reserves the right from time to time to make any amendments of its charter which may now or hereafter be authorized by law, including any amendments changing the terms of any of its outstanding stock by classification, reclassification or otherwise; but no such amendment which changes the terms of any of the outstanding stock shall be valid unless such change in the terms therof shall have been authorized by the holders of Fifty One per centum (51%) of the shares of such stock at the time outstanding, by a vote at a meeting or in writing with or without a meeting.

EIGHTH: The duration of the corporation shall be perpetual.

IN WITNESS WHEREOF, we have signed these articles of incorporation on July 21, 1958.

	THOMAS E. KINGSTON Thomas E. Kingston

WITNESS:	ROBERT M. DOUGHERTY Robert M. Dougherty

CHARLES S. PEABBLES Charles S. Peabbles	GORDON E. R. GLEIM Gordon E. R. Gleim

)
DISTRICT OF COLUMBIA) ss:
)

I hereby certify that on July 21, 1958, before me, the subscriber, a notary public of the District of Columbia, personally appeared Thomas E. Kingston, Robert M. Dougherty, and Gordon E. R. Gleim and severally acknowledged the foregoing articles of incorporation to be their act.

Winess my hand and notarial seal or stamp the day and year last above written.

	CHARLES S. PEABBLES Charles S. Peabbles Notary Public - D.C.
CHARLES S. PEABBLES NOTARY PUBLIC
DISTRICT OF COLUMBIA	My Commission Expires
	March 14, 1962.

BOWL AMERICA INCORPORATED

Amendment to Articles of Incorporation

December 21, 1961

ARTICLE SECOND: The name of the Corporation is Bowl America Incorporated.

BOWL AMERICA INCORPORATED

Amendment to Articles of Incorporation

Dated December 5, 1972

FIFTH (a): The total number of shares of stock which the Corporation shall have authority to issue is two million (2,000,000) shares, all of one class, of the par value of Ten Cents ($.10) each and of the aggregate par value of Two Hundred Thousand Dollars ($200,000).

AMENDMENT TO ARTICLES OF INCORPORATION

December 6, 1983

FIFTH (a): The total number of shares of all classes which the Corporation has authority to issue is Six Million (6,000,000), of which Five Million (5,000,000) shares shall be Common Stock, with a par value of ten cents (10c) per share, and One Million (1,000,000) shares shall be Preferred Stock, with a par value of Ten Dollars ($10.00) per share, so that the aggregate par value of all authorized shares of all classes of stock is Ten Million, Five Hundred Thousand Dollars ($10,500,000).

The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class of stock are as follows:

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The Description of shares of each series of Preferred Stock, including any preferences, conversions and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption shall be as set forth in resolutions adopted by the Board of Directors and in Articles Supplementary filed as required by law from time to time prior to the issue of any shares of such series.

The Board of Directors is expressly authorized, prior to issuance, by adopting resolutions providing for the issue of, or providing for a change in the number of, shares of any particular series of Preferred Stock and, if and to the extent from time to time required by law, by filing Articles Supplementary, to set or change the number of shares to be included in each series of Preferred Stock and to set or change in any one or more respects the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of each such series. Notwithstanding the foregoing, the Board of Directors is not authorized to change the right of the Common Stock of the Corporation to one vote per share on all matters submitted for shareholder action. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following:

(1) the distinctive serial designation of such series and the number of shares constituting such series [provided that the aggregate number of shares constituting all series of Preferred Stock shall not exceed One Million (1,000,000)];

(2) the annual dividend rate on shares of such series, whether dividends shall be cumulative and, if so, from which date or dates;

(3) whether the shares of such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon and after which such shares shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(4) the obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund;

(5) whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

(6) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;

(7) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(8) any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series;

provided that nothing herein shall authorize the Board of Directors of the Company to change the rights of the Common Stock of the Corporation to one vote per share on all matters submitted for shareholder action.

The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends theron shall cumulate, if cumulative.

COMMON STOCK

Subject to all of the rights of the Preferred Stock as expressly provided herein, by law or by the Board of Directors pursuant to this Article FIFTH, the Common Stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges in Articles of Incorporation, including, but not limited to, the following rights and privileges:

(1) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends;

(2) the holders of Common Stock shall have the right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and

(3) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests.

The holders of shares of the capital stock of any class of the Corporation shall not have any pre-emptive or preferential rights of subscription to any shares of any class of stock of the Corporation, or to securities convertible into stock, whether now or hereafter authorized.

The Board of Directors of the Corproation is hereby empowered to authorize the issuance from time to time of shares of stock of any class, whether now or hereafter authorized, and securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such limitations and restrictions, if any, as may be set forth in the By-laws of the Corporation.

AMENDMENT TO ARTICLES OF INCORPORATION

December 4, 1984

ARTICLE FIFTH

FIFTH (a) The total number of shares of all classes of stock which the Corporation has authority to issue is Six Million (6,000,000), of which (a) Five Million (5,000,000) shall be Common Stock, with a par value of ten cents ($0.10) per share, consisting of that many shares of (i) Class A Common Stock, (ii) Class B Common Stock, and (iii) such other classes of Common Stock, as the Board of Directors may determine from time to time, and (b) One Million (1,000,000) shares shall be Preferred Stock, with a par value of ten dollars ($10.00) per share, so that the aggregate par value of all authorized shares of all classes of stock is Ten Million, Five Hundred Thousand Dollars ($10,500,000).

(b) The designations and the preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class of stock shall be determined by the Board of Directors from time to time except as specified as follows:

I. GENERAL

l. The holders of shares of the capital stock of any class of the Corporation shall not have any preemptive or preferential rights of subscription to any shares of any class of stock of the Corporation, or to securities convertible into stock, whether now or hereafter authorized.

2. The Board of Directors of the Corporation is expressly authorized to issue from time to time shares of stock of any class, whether now or hereafter authorized, and securities convertible into shares of its stock of any class whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such limitations and restrictions, if any, as may be set forth in the By-laws of the Corporation.

II. PREFERRED STOCK

l. The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The description of shares of each series of Preferred Stock, including any preferences, conversions and other rights, voting powers, restrictions, limtations as to dividends, qualifications, and terms and conditions of redemption shall be as set forth in resolutions adopted by the Board of Directors and in Articles Supplementary filed as required by law from time to time prior to the issue of any shares of such series.

2. The Board of Directors is expressly authorized subject to law, and to the extent from time to time required by law, by filing Articles Supplementary, from time to time to set or change the number of shares to be included in each series of Preferred Stock and to set or change in any one or more respects the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of each such series.

3. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following:

(2) the annual dividend rate on shares of such series, whether dividends shall be cumulative and, if so, from which date or dates;

(4) the obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund;

(5) whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rates of conversion or exchange and the terms of adjustment, if any;

(6) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;

(7) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(8) any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series;

4. The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.

III. COMMON STOCK

l. Subject to all of the rights of the Preferred Stock as expressly provided herein, or by law or by the Board of Directors pursuant to this Article FIFTH, the Common Stock of the corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law and as specified in these Articles of Incorporation, including, but not limited to, the following rights and privileges:

(1) Dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the corporation legally available for the payment of dividends on such terms and with such differences among different classes of common stock as may be provided by the Board of Directors from time to time.

(2) the holders of Common Stock shall have the right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to such voting rights as may be provided by the Board of Directors from time to time.

2. Special Provisions As to Voting and Dividend Rights of the Class A Common Stock and the Class B Common Stock . The Board of Directors has the power to issue that many shares of Class A Common Stock and Class B Common Stock, as it may deem advisable from time to time with such rights of conversion and other rights as shall be determined by the Board of Directors from time to time except that any shares of such stock so issued shall have the following provisions as to voting and dividends.

(1) Voting Rights

(a) With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, each share of the Class A Common Stock shall be entitled to one (1) vote and each share of the Class B Common Stock shall be entitled to ten (10) votes, and except with respect to the election of directors of the Corporation, the Class A Common Stock and the Class B Common Stock shall be voted together without regard to class. With respect to the election of directors of the Corporation, (a) the Class A Common Stock will be voted as a separate class and the holders thereof shall have the right to elect twenty-five percent (25%) calculated to the nearest whole number, rounding a fractional number of five-tenths (.5) or more to the next highest whole number of the total number of directors of the Corporation fixed from time to time by, or in the manner provided for in, the By-laws of the Corporation, and (b) the Class B Common Stock will be voted as a separate class and the holders thereof shall have the right to elect the balance [seventy-five percent (75%)] of the directors.

(b) With respect to any proposed amendment to these Articles of Incorporation which would (i) increase or decrease the number or par value of authorized shares or (ii) change the powers, preferences, relative voting power or special rights, of the shares of Class A Common Stock or Class B Common Stock so as to affect them adversely, the approval of a majority of the votes entitled to be cast by the holders of the class affected by the proposed amendment, voting separately as a class, shall be obtained, unless and to the extent that a larger proportion may be required by law.

(2) Dividends and Distributions

(a) Cash Dividends. Beginning with the first dividend to be declared after the date of the 1984 Annual Meeting of the Corporation (i.e., the first quarter of calendar year 1985) and for the next eleven (11) quarters in which the Corporation pays a previously declared cash dividend (the Dividend Preference Period), the cash dividend payable on each share of Class A Common Stock shall be twenty percent (20%) higher (the "20% Preference") than the cash dividend payable on each share of Class B Common Stock. For purposes of calculating the 20% Preference, the amount of the cash dividend payable on shares of Class A Common Stock shall be rounded up to the next highest half cent. After the expiration of the Dividend Preference Period, each share of Class A Common Stock and each share of Class B Common Stock shall be entitled to receipt of cash dividends, as and when declared by the Corporation, on an equal basis.

(b) Other Dividends and Distributions. Each share of Class A Common Stock and each share of Class B Common Stock shall be equal in respect of rights to all dividends, other than those cash dividends specified in paragraph (2) (a), and to all distributions, when and as declared, in the form of stock or other property of the Corporation, except that in the case of dividends or other distributions payable in stock of the Corporation other than Preferred Stock, including distributions pursuant to stock split-ups or divisions, only shares of Class A Common Stock shall be distributed with respect to Class A Common Stock and only shares of Class B Common Stock shall be distributed with respect to Class B Common Stock.

Dated: December 4, 1984

Article FIFTH (b) lll 2. (1) of the Corporation's Articles of Incorporation is amended to read as follows:

2. Special Provisions as to Voting and Dividend Rights of the Class A Common Stock and the Class B Common Stock . The Board of Directors has the power to issue that many shares of Class A Common Stock and Class B Common Stock as it may deem advisable from time to time with such rights of conversion and other rights as shall be determined by the Board of Directors from time to time except that any shares of such stock so issued shall have the following provisions as to voting and dividends:

(1) Voting Rights

(b) With respect to the election of directors of the Corporation and subject to the rules of the American Stock Exchange so long as any class of the Corporation's stock is listed on a national securities exchange and the rules of that exchange require special voting rules: (i) the Class A Common Stock will be voted as a separate class and the holders thereof shall have the right to elect twenty-five per cent (25%) of the entire Board of Directors any fraction of which shall be rounded to the next higher whole number; (ii) the Class B Common Stock will be voted as a separate class and the holders thereof shall have the right to elect the balance, seventy-five per cent (75%) of the Board of Directors; (iii) if at any time the number of shares of Class B Common Stock outstanding represents less than twelve and one half per cent (12-1/2%) of the aggregate number of shares of Class A and Class B Common Stock outstanding, then Class A Common Stock shall have the right together with Class B Common Stock to vote in the election of seventy-five per cent (75%) of the entire Board of Directors while retaining the right to elect twenty-five per cent (25%) of the entire Board of Directors.

(c) With respect to any proposed amendment to these Articles of Incorporation which would (i) increase or decrease the number or par value of authorized shares or (ii) change the powers, preferences, relative voting power or special rights, of the shares of Class A Common Stock or Class B Common Stock so as to affect them adversely, the approval of a majority of the votes entitled to be cast by the holders of the class affected by the proposed amendment, voting separately as a class, shall be obtained, unless and to the extent that a larger proportion may be required by law.

Dated: December 3, 1985

Amendment to and Restatement

of ARTICLE FIFTH(a) of the Corporation's

Articles of Incorporation

Adopted at Stockholders Meeting held December 6, 1988

Article FIFTH (a) of the Corporation's Charter is amended to read as follows:

FIFTH(a) The total number of shares of all classes of stock which the Corporation has authority to issue is twelve million (12,000,000), of which (a) ten million (10,000,000) shall be Common Stock, with a par value of ten cents ($.10) per share, consisting of that many shares of (i) Class A Common Stock, (ii) Class B Common Stock, and (iii) such other classes of Common Stock, as the Board of Directors may determine from time to time, and (b) two million (2,000,000) shares shall be Preferred Stock, with a par value of ten dollars ($10.00) per share, so that the aggregate par value of all authorized shares of all classes of stock is twenty-one million dollars ($21,000,000).

Amendment to and Restatemnt

of ARTICLE EIGHTH of the Corporation's

Articles of Incorporation

Adopted at Stockholders Meeting held December 6, 1988

The amendment replacing Article EIGHTH of the Corporation's Charter is as follows:

EIGHTH:

(a) To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its stockholders for damages. This limitation on liability applies to events occurring at a time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted;

(b) The Corporation shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Corporation shall indemnify and advance expenses to its officers to the same extent as its directors and may do so to such further extent as is consistent with law. The Board of Directors may by bylaw, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the fullest extent permitted by the Maryland General Corporation Law.

(c) References to the Maryland General Corporation Law in this Article are to that law as from time to time amended . No amendment to the charter of the Corporation shall affect any right of any person under this Article based on any event, omission or proceeding prior to the amendment.

Amendment to and Restatement of

Article FIFTH (B) III 2.(2) of

the Corporation's Articles of Incorporation

Adopted at Stockholders Meeting held December 6, 1994

Article FIFTH (b) III 2.(2) of the Corporation's Articles of Incorporation is amended to read as follows:

(2) Dividends and Distributions . Each share of Class A Common Stock and each share of Class B Common Stock shall be equal in respect of rights to all dividends and to all distributions, when and as declared, in the form of stock or other property of the Corporation; provided that in the case of dividends or other distributions payable in stock of the Corporation other than Preferred Stock, including distributions pursuant to stock split-ups or divisions, only shares of Class A Common Stock shall be distributed with respect to Class A Common Stock and only shares of Class B Common Stock shall be distributed with respect to Class B Common Stock; provided , further that, notwithstanding the foregoing upon the recommendation of the Board of Directors and the subsequent approval of such recommendation by the majority of votes entitled to be cast by the holders of Class A Common Stock and Class B Common Stock, each voting separately as a class, shares of Class A Common Stock may be distributed equally, on a per share basis, to holders of Class A Common Stock and Class B Common Stock.

1994

Exhibit 3.2

Exhibit 3.2 to Form 10-K

BOWL AMERICA CORPORATION

BY - LAWS

ARTICLE I

OFFICERS

Section 1. The principal office shall be in the City of Baltimore, State of Maryland.

Section 2. The corporation may also have offices at such other places both within and without the State of Maryland as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. All meetings of stockholders shall be held at the office of the corporation in the City of Washington, District of Columbia, except in cases in which some other place is designated in the notice of the meeting or in the consent to the holding thereof executed by the stockholders.

Section 2. Annual meetings of stockholders, commencing with the year 1959, shall be held on the third Tuesday in October in each year if not a legal holiday, and if a legal holiday then on the next secular day following, at 2:00 p.m., at which they shall elect a board of directors and may transact any business within the powers of the corporation. Any business of the corporation may be transacted at the annual meeting without being especially designated in the notice, except such business as is specifically required by statute to be stated in the notice.

Section 3. At any time in the interval between annual meetings special meetings of the stockholders may be called by the board of directors, or by the president, a vice-president, the secretary, or an assistant secretary.

Section 4. Special meetings of stockholders shall be called by the secretary upon the written request of the holders of shares entitled to not less than twenty-five per cent, of all the votes entitled to be cast at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. The secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing such notice of the meeting, and upon payment to the corporation of such costs the secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to vote at such a meeting. No special meeting need be called upon the request of the holders of shares entitled to cast less than a majority of all votes entitled to be cast at such meeting, to consider any matter which is substantially the same as a matter voted upon at any special meeting of the stockholders held during the preceding twelve months.

Section 5. Not less than ten nor more than ninety days before the date of every stockholders ’ meeting, the secretary shall give to each stockholder entitled to vote at such meeting, and to each stockholder not entitled to vote notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him personally or by leaving it at his residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post-office address as it appears on the records of the corporation, with postage thereon prepaid.

Section 6. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. At any meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum; but this section shall not affect any requirement under the statute or under the charter for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting unless more than a majority of the votes cast is required by the statute or by the charter.

Section 9. Each stockholder shall have one vote for each share of stock having voting power standing in his name on the books of the corporation on the date of the meeting, except where the books of the corporation shall have been fixed as a record date for the determination of stockholders entitled to vote at the meeting, but no share shall be entitled to vote if any installment payable thereon is overdue and unpaid. A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after three months from its date, unless otherwise provided in the proxy. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

Section 10. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth

such action, is signed by all the stockholders entitled to vote on the subject matter thereof and any other stockholders entitled to notice of a meeting of stockholders (but not to vote thereat) have waived in writing any rights which they may have to dissent from such action, and such consent and waiver are filed with the records of the corporation.

ARTICLE III

DIRECTORS

Section 1. The number of directors of the corporation shall be three (3). By vote of a majority of the entire board of directors, the number of directors fixed by the charter or by these by-laws may be increased or decreased from time to time to not exceeding ten nor less than three, but the tenure of office of a director shall not be affected by any decrease in the number of directors so made by the board. Until the first annual meeting of stockholders or until successors are duly elected and qualify, the board shall consist of the persons named as such in the charter. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors by plurality vote to hold office until the next annual meeting or until their successors are elected and qualify. Directors need not be stockholders in the corporation.

Section 2. Any vacancy occurring in the board of directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of directors may be filled by action of a majority of the entire board of directors. A director elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualifies.

Section 3. The business and affairs of the corporation shall be managed by its board of directors, which may exercise all of the powers of the corporation, except such as are by law or by the charter or by these by-laws conferred upon or reserved to the stockholders.

Section 4. At any meeting of stockholders, duly called at which a quorum is present, the stockholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors.

Section 5. The directors may keep the books of the corporation at such place or places as they may determine.

MEETINGS OF THE BOARD OF DIRECTORS

Section 6. Meetings of the board of directors, regular or special, may be held at any place in or out of the State of Maryland as the board may from time to time determine.

Section 7. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meetings shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all the directors.

Section 8. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board of directors.

Section 9. Special meetings of the board of directors may be called at any time by the board of directors or the executive committee, if on e be constituted, by vote at a meeting, or by the president or by a majority of the directors or a majority of the members of the executive committee in writing with or without a meeting. Special meetings may be held at such place or places within or without Maryland as may be designated from time to time by board of directors; in the absence of such designation such meetings shall be held at such places as may be designated in the call.

Section 10. Notice of the place and time of every special meeting of the board of directors shall be served on each director or sent to him by telegraph or by mail, or by leaving the same at his residence or usual place of business at least two (2) days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the director at his post-office address as it appears on the records of the corporation, with postage therein prepaid.

Section 11. At all meetings of the board a majority of the entire board of directors shall constitute a quorum for the transaction of business and the action of a majority of the directors present at any meeting at which a quorum is present shall be the action of the board of directors unless the concurrence of a greater proportion is required for such action by statute, the articles of incorporation or these by-laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may be a majority vote adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 12. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

COMMITTEES OF DIRECTORS

Section 13. The board of directors may appoint from among its members an executive committee and other committees composed of two or more directors, and may delegate to such committees, in the intervals between meetings of the board of directors, any or all of the powers of the board of directors in the management of the business and affairs of the corporation, except the power to declare dividends, to issue stock or to recommend to stockholders any action requiring stockholders ’ approval. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the board of directors to set in the place of such absent members.

Section 14. The committees shall keep minutes of their proceedings and shall report the same to the board of directors at the meeting next succeeding, and any action by the committees shall be subject to revision and alteration by the board of directors, provided that no rights of third persons shall be affected by any such revision or alteration.

COMPENSATION OF DIRECTORS

Section 15. Directors, as such, shall not receive any stated salary for their services but, by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed to directors for attendance at each regular or special meeting of the board of directors, or of any committee thereof, but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. In the case of stockholders ’ meetings the notice may be left at the stockholders residence or usual place of business. Notice to directors may also be given by telegram.

Section 2. Whenever any notice of the time, place or purpose of any meeting of stockholders, directors or committee is required to be given under the provisions of the statute or under the provisions of the charter or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of directors or committee in person, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The president shall be selected from among the directors. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Two or more offices, except those of president and vice-president, may be held by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the charter or these by-laws to be executed, acknowledged or verified by two or more officers.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president from among the directors and shall choose one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall serve for one year and until their successors are chosen and qualify. Any officer or agent may be removed by the board of directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the stockholders and directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect.

Section 7. He shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and , when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an assistant secretary.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURER

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and kind and class of shares owned by him in the corporation. Each certificate shall be signed by the president or a vice-president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and shall be sealed with the corporate seal.

Section 2. The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. In case any officer who has signed any certificate ceases to be an officer of the corporation before the certificate is issued, the certificate may nevertheless be issued by the corporation which the same effect as if the officer had not ceased to be such officer as of the date of its issue. All certificates representing stock which is restricted or limited as to its transferability or voting powers or which is preferred or limited to its dividends, or as to its share of the assets upon liquidation, or is redeemable, shall have a statement of such restriction, limitation, preference or redemption provision, or a summary thereof, plainly stated on the certificate. A summary of such information included in a registration statement permitted to become effective under the Federal Securities Act of 1933, as now or hereafter amended, shall be an acceptable summary for the purposes thereof. No certificates shall be issued for any share of stock until such share is full paid.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be stolen, lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and to give the corporation a bond, with sufficient surety, to the corporation to indemnify it against any loss or claim which may arise by reason of the issuance of a new certificate.

TRANSFERS OF STOCK

Section 4. Upon surrender to the corporation or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate and record the transaction upon its backs.

CLOSING OF TRANSFER STOCKS

Section 5. The board of directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than forty days, and in case of a meeting of stockholders not less than ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Maryland.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in its own shares, subject to the provisions of the statute and of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board of directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The president or a vice-president or the treasurer shall prepare or cause to be prepared annually a full and correct statement of the affairs of the corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting and shall be filed within twenty days thereafter at the principal office of the corporation in the State of Maryland.

CHECKS

Section 4. All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Maryland.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

STOCK LEDGER

Section 7. The corporation shall maintain at its office in the City of Washington, District of Columbia, an original stock ledger containing the names and addresses of all stockholders and the number of shares of each class held by each stockholder.

ARTICLE VIII

AMENDMENTS

Section 1. The board of directors shall have the power, at any regular meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any by-laws of the corporation and to make new by-laws, except that the board of directors shall not alter or repeal any by-laws made by the stockholders.

Section 2. The stockholders shall have the power, at any annual meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any by-laws of the corporation and to make new by-laws.

NORTH AMERICA BOWLING, INCORPORATED

* * * * *

BY-LAWS

* * * *

AMENDMENT DATED MARCH 17, 1959

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2. Annual meetings of stockholders, commencing with the year 1959, shall be held on the first Tuesday in December in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., at which they shall elect a board of directors and may transact any business within the powers of the corporation. Any business of the corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by statute to be stated in the notice.

ARTICLE IX

INDEMNIFICATION OF OFFICERS

AND DIRECTORS

The corporation shall indemnify any and all of its directors or officers or form directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they, or any of them, are parties, or a party, by reason of being or having been directors or officers or a director or officer of the corporation, or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any by-law, agreement, vote of stockholders, or otherwise. No contract or other transaction between the corporation and one or more directors, or between the corporation and any corporation, firm or association in which one or more of its directors are directors or are financially interested, shall be either void or voidable by reason of the fact that such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes or approves such contract or transaction, or that his or their votes are counted for such purpose if (a) the fact of such common directorship or financial interest be disclosed or known to the Board of Directors or committee and noted in the minutes, and the Board or committee authorize, approve or ratify such contract or transaction in good faith by a vote sufficient for such purpose without counting the vote or votes of such director or directors; or (b) the fact of such common directorship or financial interest be disclosed or known to the shareholders and they approve or ratify such contract or transaction in good faith by a majority vote or written consent of shareholders entitled to vote; or (c) the contract or transaction be just and reasonable as to the corporation at the time it was authorized or approved. Such common or interested directors may be counted in determining the presence of a quorum at such meeting.

AMENDMENT DATED NOVEMBER 28, 1961

ARTICLE III

DIRECTORS

Section 1. The number of directors of the corporation shall be six (6). By vote of a majority of the entire board of directors, the number of directors fixed by the charter or by these by-laws may be increased or decreased from time to time to not exceeding ten or less than three, but the tenure of office of a director shall not be affected by any decrease in the number of directors so made by the board. Until the first annual meeting of stockholders or until successors are duly elected and qualify, the board shall consist of the persons named as such in the charter. At the first annual meeting thereafter, the stockholders shall elect directors by plurality vote to hold office until the next annual meeting or until their successors are elected and qualify. Directors need not be stockholders in the corporation.

AMENDMENT DATED AUGUST 17, 1971

The first sentence of Article III, Section 1 of the Amendment dated November 28, 1961, is hereby amended to read as follows:

Section 1. The number of directors of the Corporation shall be seven (7).

AMENDMENT DATED AUGUST 15, 1972

The first sentence of Article III, Section 1 of the Amendment dated November 28, 1961, is hereby amended to read as follows:

Section 1. The number of directors of the Corporation shall be eight (8).

AMENDMENT DATED AUGUST 6, 1974

The first sentence of Article III, Section 1 of the Amendment dated November 28, 1961, is hereby amended to read as follows:

Section 1. The number of directors of the Corporation shall be nine (9).

AMENDMENT DATED OCTOBER 4, 1978

The first sentence of Article III, Section 1 of the Amendment dated November 28, 1961, is hereby amended to read as follows:

Section 1. The number of directors of the Corporation shall be eight (8).

AMENDMENTS DATED DECEMBER 4, 1984

ARTICLE II, Section 9 is amended and restated as follows:

Section 9. Except as otherwise specified in the Articles of Incorporation, each stockholder shall have one vote for each share of stock having voting power standing in his name on the books of the corporation on the date of the meeting, except where the books of the corporation shall have been closed against transfers of stock or a date shall have been fixed as a record date for the determination of stockholders entitled to vote at the meeting; but no share shall be entitled to vote if any installment payable thereon is overdue and unpaid. A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after three months from its date, unless otherwise provided in the proxy. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

ARTICLE III, Section 2. is amended and restated as follows:

Section 2. Any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of directors of the Company ’s Class A Common Stock voting as a separate class to elect 25% of the entire Board of Directors, so long as (a) any class of the Company’s stock is listed on a national securities exchange and (b) the rules of that exchange require that special voting rule; in connection with applying that special voting rule, any fraction shall be rounded to the next higher whole number. A director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualifies.

EXHIBIT 20

For Immediate Release

September 2 8, 2017

BOWL AMERICA REPORTS IMPROVED FISCAL YEAR EARNINGS

Bowl America Incorporated today reported earnings per share for the 52-week fiscal year ended July 2, 2017, were $.48, up $.06 from the prior fiscal year’s 53-week earnings. Per share earnings for the fiscal 2017 fourth quarter were $.07 compared to $.10 in the fiscal 2016 fourth quarter that included the extra week.

Although fiscal 2017 had one less week than the prior year, the combination of improvement in bowling and ancillary revenue and reduced operating expenses resulted in improved earnings for the year. The change in comprehensive earnings is the result of the change in fair value of the Company’s holdings of marketable securities on the last day of each fiscal year.

The new fiscal year start, during the typically slower traffic months, has been strong. Hurricane Irma caused the closure of our Florida locations for 2 days but with virtually no property damage.

A more detailed explanation of results is available in the Company ’s Form 10-K filing available through the website www.bowlamericainc.com . Bowl America operates 18 bowling centers and its Class A common stock trades on the NYSE American under the symbol BWLA.

* * *

BOWL AMERICA INCORPORATED

Results of Operations

	Thir teen		Four teen			Fifty -two		Fifty -three
	Weeks Ended		Weeks Ended			Weeks Ended		Weeks Ended
	0 7/02/17		0 7/03/16			0 7/02/17		0 7/03/16
Operating Revenues
Bowling and other	$	3,633,124	$	4,001,660		$	16,887,857	$	16,878,423
Food, beverage and merchandise sales		1,509,708		1,748,743			7,044,647		7,219,439
		5,142,832		5,750,403			23,932,504		24,097,862
Operating expenses excluding depreciation and amortization		4,626,134		4,906,267			19,697,080		20,073,439
Depreciation and amortization		145,389		143,767			973,849		1,153,121
Gain (loss) on disposition of assets		43,596		(10,035	)		77,972		(10,035	)
Interest , dividend and other income		96,596		109,718			412,299		449,998
Interest expense		-		-			6,296		-
Earnings (loss) before taxes		511,501		800,052			3,745,550		3,311,265

Net Earnings		349,057		518,712			2,451,110		2,151,025
Comprehensive Earnings	$	68,852	$	852,958		$	1,946,511	$	2,684,724

Weighted average shares outstanding		5,160,971		5,160,971			5,160,971		5,160,971

E ARNINGS PER SHARE		.07		.10			.48		.42

* * * *

SUMMARY OF FINANCIAL POSITION

Dollars in Thousands

	0 7/02/17		0 7/03/16
ASSETS
Total current assets including cash and short-term investment of $ 3,556 and $1,471	$	4,655	$	2,696
Property and investments		24,971		29,155
TOTAL ASSETS	$	29,626	$	31,851

LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities	$	2,986	$	3,293
Other liabilities		2,054		2,409
Stockholders' equity		24,586		26,149
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	29,626	$	31,851

EX-31.1

Exhibit 31.1 to Form 10-K

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

Or 15d-14(a) under the Securities Exchange Act of 1934

I, Leslie H. Goldberg, certify that:

1. I have reviewed this Annual Report on Form 10-K of Bowl America Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 28, 2017

/s/ Leslie H. Goldberg

Leslie H. Goldberg

Chief Executive Officer

Exhibit 31.2

Exhibit 31.2 to Form 10K

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

Or 15d-14(a) under the Securities Exchange Act of 1934

I, Cheryl A. Dragoo, certify that:

1. I have reviewed this Annual Report on Form 10-K of Bowl America Incorporated;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 28, 2017

/s/ Cheryl A. Dragoo

Cheryl A. Dragoo

Chief Financial Officer

Exhibit 32

Exhibit 32 to Form 10K

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. 1350

Solely for the purposes of complying with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Bowl America Incorporated (the "Company"), respectively, hereby certify, based on our knowledge, that the Annual Report on Form 10-K of the Company for the year ended Ju ly 2, 2017, (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Leslie H. Goldberg

Leslie H. Goldberg

Chief Executive Officer

/s/ Cheryl A. Dragoo

Cheryl A. Dragoo

Chief Financial Officer

Date: September 2 8, 2017