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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------



For the fiscal year ended July 3, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



Commission File Number 001-12131



AMF BOWLING WORLDWIDE, INC.

(Exact
name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 13-3873272                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



7313 Bell Creek Road

Mechanicsville, Virginia 23111

(Address of principal executive offices, including zip code)



Registrants telephone number, including area code:

(804) 730-4000



Securities registered pursuant to Section 12(b) of the
Act: None

Securities registered pursuant to Section 12(g) of the Act: None



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 a check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K 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 amendment to this Form 10-K.     x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes ̈No   x



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes   x     No ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes ̈No   x



The aggregate market value of voting common stock held by non-affiliates of the registrant as of December 24, 2004 was zero.



As of July 3, 2005, there were issued and outstanding 1,000 shares of
the registrants common stock, $0.01 par value, all of which were held of record by Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, LLC.



DOCUMENTS INCORPORATED BY REFERENCE: None.



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AMF BOWLING WORLDWIDE, INC.



Annual Report on Form 10-K



July 3, 2005



Table of Contents



PART I



|                                                     |  |    |  |                                                                                                              |  |     
|---------------------------------------------------- |  | -- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|                                                     |  |    |  |                                                                                                              |  | Page
|Item 1                                               |  | -  |  | Business                                                                                                     |  | 2   
|Item 2                                               |  | -  |  | Properties                                                                                                   |  | 9   
|Item 3                                               |  | -  |  | Legal Proceedings                                                                                            |  | 11  
|Item 4                                               |  | -  |  | Submission of Matters to a Vote of Security Holders                                                          |  | 12  
|                                                     | 
|PART II                                              |  |   
|                                                     |  |    | 
|Item 5                                               |  | -  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 13  
|Item 6                                               |  | -  |  | Selected Financial Data                                                                                      |  | 14  
|Item 7                                               |  | -  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 17  
|Item 7A                                              |  | -  |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 37  
|Item 8                                               |  | -  |  | Financial Statements and Supplementary Data                                                                  |  | 38  
|Item 9                                               |  | -  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 38  
|Item 9A                                              |  | -  |  | Controls and Procedures                                                                                      |  | 38  
|Item 9B                                              |  | -  |  | Other Information                                                                                            |  | 38  
|                                                     | 
|PART III                                             |  |   
|                                                     |  |    | 
|Item 10                                              |  | -  |  | Directors and Executive Officers of the Registrant                                                           |  | 39  
|Item 11                                              |  | -  |  | Executive Compensation                                                                                       |  | 40  
|Item 12                                              |  | -  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 44  
|Item 13                                              |  | -  |  | Certain Relationships and Related Transactions                                                               |  | 45  
|Item 14                                              |  | -  |  | Principal Accounting Fees and Services                                                                       |  | 47  
|                                                     | 
|PART IV                                              |  |   
|                                                     |  |    | 
|Item 15                                              |  | -  |  | Exhibits and Financial Statement Schedules                                                                   |  | 48  
|                                                    
|FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA         
|                                                     | 
|Index of Financial Statements and Supplementary Data |  | 48
|Signatures                                           |  |    |  |                                                                                                              |  | S-1 
|Exhibits                                             |  |    |  |                                                                                                              |  | E-1 



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PART I



|ITEM 1. | BUSINESS
|------- | --------



General Business



AMF
Bowling Worldwide, Inc., a Delaware corporation (Worldwide), and our subsidiaries (Worldwide and our subsidiaries may be referred to as the Company, we, us, or our) are engaged in two business segments:



| |  |  | the operation of bowling centers (Centers); and
| | - |  | -------------------------------------------------



| |  |  | the manufacture and sale of bowling equipment, such as automatic pinspotters, automatic scoring equipment, bowling pins, lanes, ball returns, lane machines, bowling center supplies
and the resale of other related products, including bowling bags and shoes (collectively, Products).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Centers is the largest operator of bowling centers in the world with 367 centers in operation as of July 3, 2005, comprised of 352 centers in the
U.S. and 15 bowling centers operating outside the U.S. On September 30, 2004, we sold our 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $69.9 million and on February 8, 2005, we sold our 42 bowling
centers in Australia for approximately $44.7 million. We no longer have bowling center operations in the United Kingdom and Australia. The results of operations for the bowling centers in these countries have been reported as discontinued operations
for all periods presented.



Products is one of the largest
manufacturers of bowling center equipment in the world. Products revenue consists of two major sales categories:



| |  |  | New Center Packages (NCPs), which is all of the equipment necessary to outfit one lane at a new or existing bowling center; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | Modernization and Consumer Products, which is equipment used to upgrade an existing center, spare parts, pins, supplies and consumable products used in the operation of a center,
and bowling balls and ancillary products for resale to bowlers.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are marketing for sale our billiards division, which manufactures and sells Playmaster, Highland and Renaissance brands of billiard tables. In this report, our billiards division is included as part of Products.
The results of operations for the billiards division have been reported as discontinued operations for all periods presented.



Worldwide serves as the corporate headquarters of the Company. Its employees provide management and administrative services for Centers and certain
administrative services for Products. Worldwides business operations and operating assets are held in subsidiaries. AMF Bowling Centers, Inc. (AMF Centers), a wholly-owned indirect subsidiary of Worldwide, owns and operates our
bowling centers in the U.S. Our bowling centers located outside of the U.S. are operated through separate, indirect subsidiaries of Worldwide.



QubicaAMF Worldwide, LLC, formerly known as AMF Bowling Products, LLC (AMF Products), operates our Products business. AMF Products was a
wholly-owned indirect subsidiary of Worldwide for the fiscal year covered by this report. As of June 7, 2005, our billiards division operates in AMF Billiards & Games LLC, which is a wholly-owned subsidiary of Worldwide.



Joint Venture



We have not completed the previously announced transactions to form the joint venture with the shareholder of Italian-based
Qubica, S.p.A. (Qubica). We expect that the transactions will close during the second quarter of fiscal year 2006. In these transactions, AMF Holdings, Inc. (AMF Holdings), a subsidiary of Worldwide, will contribute the
equity of AMF Products and substantially all of the other subsidiaries that conduct our Products business to QubicaAMF Worldwide, S.à.R.L. (the Joint Venture), a company organized under the laws of Luxemburg, in exchange for a 50%
equity interest in the Joint Venture. The shareholder of Qubica also will contribute the equity of Qubica and its subsidiaries to the Joint Venture in exchange for a 50% equity interest in the Joint Venture. On September 16, 2005, in
anticipation of creating the



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Joint Venture, the name of AMF Products was changed to QubicaAMF Worldwide, LLC. Qubica also changed its name to QubicaAMF Europe S.p.A. Other
subsidiaries of AMF Products and Qubica have changed their names to reflect the name QubicaAMF.



In creating the Joint Venture, Worldwide and certain of its non-Products subsidiaries will enter into various agreements with the Joint Venture or its
subsidiaries. These agreements will include, but will not be limited to, a supply agreement between AMF Centers and the Joint Venture that will require the purchase of bowling products and supplies from the Joint Venture at prices similar to those
charged in the past and at levels below the aggregate purchases in the past, a trademark license agreement between Worldwide and the Joint Venture that will allow the Joint Venture to use the AMF mark and certain related marks, and various
administrative services and similar agreements that will provide for leasing space in certain facilities and support services from and to the Company and the Joint Venture. Management believes these agreements will be on an arms-length basis and
will reflect commercial terms. In addition, the Joint Venture will adopt an option plan (the JV Option Plan) and will award certain managers of the Joint Venture options to purchase interests in the Joint Venture. Upon exercise of any
options, the ownership percentage of AMF Holdings and Qubica will be equally reduced.



Subject to options being exercised under the Option Plan, AMF Holdings and the shareholder of Qubica will own 50% of the equity of the Joint Venture. Each will have the right to select three (3) members of the
board of managers of the Joint Venture. John Walker, who is the President of our Products business, will be the chief executive officer of the Joint Venture. Christopher Caesar, formerly our chief financial officer, will serve as its chief financial
officer. The headquarters of the Joint Venture will be at the present offices of Products, 8100 AMF Drive, Mechanicsville, Virginia with the headquarters of its automatic scoring division being located in Bologna, Italy at the offices of Qubica.



The Joint Venture will be a holding company. Its operations
will be conducted and its assets held in its operating subsidiaries. AMF Products and Qubica will be the principal operating subsidiaries and AMF Products will continue to own the assets and employ the same employees as it did prior to the formation
of the Joint Venture.



When we create the Joint Venture, the
Company will retain ownership of its subsidiary that conducts the Products business in the United Kingdom. However, the services of that subsidiary will be made available to the Joint Venture under a services agreement. In addition, the billiards
division will not be contributed to the Joint Venture.



When
the transactions to form the Joint Venture are completed, AMF Products will cease to be a guarantor of our obligations under our senior secured credit agreement (the Credit Agreement) and our $150.0 million 10% Subordinated Notes due on
2010 (the Subordinated Notes) and liens against assets of AMF Products that secure its guarantee will be released. In addition, the Joint Venture, expects to enter into a credit agreement that will be secured by the guarantees and assets
of certain of its subsidiaries. Worldwide and its remaining subsidiaries will have no obligation under the Joint Ventures credit agreement.



We will account for our investment in the Joint Venture using the equity method and management will determine how the equity method will affect certain
presentations in our future reports, such as our critical accounting policies, business strategies and properties.



Merger



On November 26, 2003, Kingpin Holdings, LLC (Kingpin Holdings) and its wholly-owned subsidiary, Kingpin Merger Sub, Inc. (Merger Sub), entered into an Agreement and Plan of Merger with
Worldwide (the Merger Agreement). Pursuant to the Merger Agreement, on February 27, 2004, the Merger Sub was merged into Worldwide with Worldwide being the surviving corporation (the Merger). The Company, as it existed
after the Merger, is sometimes referred to as the New Company. Each shareholder of Worldwide received $25.00 in cash for each share of the common stock of Worldwide that was outstanding prior to the Merger (the Old Common
Stock) including vested options and warrants, for aggregate proceeds (including option proceeds) of $258.7 million. The Old Common Stock was canceled and the common stock of Merger Sub became the new common



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stock of Worldwide (the New Common Stock). As part of the Merger, Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings,
became the sole shareholder of Worldwide.



Kingpin Holdings is
a Delaware limited liability company formed at the direction of Code Hennessy & Simmons LLC, a Chicago-based private equity firm (CHS). Kingpin Holdings is owned by Code Hennessy & Simmons IV (CHS IV), our
chief executive officer and other equity investors (collectively, the Equity Investors).



Change of Fiscal Year



On March 20, 2002, we changed our fiscal year end from December 31 to the Sunday closest to June 30. This results in fiscal years having 52 or 53 weeks. Previously, our fiscal year ran from January 1 through
December 31. We also adopted a retail calendar year, with each quarter comprised of one 5-week period and two 4-week periods. Our fiscal year 2005 (Fiscal Year 2005) ended on July 3, 2005 and contained 53 weeks.



Emergence from Chapter 11



In 1996, an investor group acquired the Company. At the time, the Company
operated approximately 200 U.S. and 79 international bowling centers and also owned Products. After acquiring approximately 260 bowling centers, Centers revenue and cash flow from operations (as measured on a constant center basis) had generally
declined. Rapid growth led to problems in integrating new centers and managing the expanded operations. At the same time, Products revenue and cash flow from operations were declining as demand for NCPs dropped and product quality and order
fulfillment problems began to adversely impact sales.



In
mid-1999, it became apparent that cash flows were insufficient to service long term debt obligations and the filing of a voluntary petition for relief under Chapter 11 (Chapter 11), Title 11 of the United States Bankruptcy Code, was the
most effective way to restructure the Companys balance sheet.



On July 2, 2001 (the Petition Date), Worldwide and certain of its U.S. subsidiaries (collectively, the Debtors) filed voluntary petitions for relief under Chapter 11 with the United States Bankruptcy Court for
the Eastern District of Virginia, Richmond Division (the Bankruptcy Court). After the Petition Date, AMF Bowling, Inc., our former indirect parent, filed a separate petition for relief under Chapter 11.



On February 1, 2002, the Bankruptcy Court confirmed the Second Amended Second
Modified Joint Plan of Reorganization (the Chapter 11 Plan) of the Debtors. The Chapter 11 Plan became effective on March 8, 2002 (the Effective Date), which is the date on which the Debtors emerged from Chapter 11. On
May 18, 2004, the Bankruptcy Court entered an order closing the Chapter 11 proceeding.



Fresh Start Accounting



In connection with our emergence from Chapter 11, we applied fresh start accounting to our financial statements in accordance with Statement of Position (SOP) 90-7 Financial Reporting by Entities in Reorganization under
the Bankruptcy Code. Under SOP 90-7, the reorganization value of the Company, which was established for purposes of the Chapter 11 Plan, was allocated to our various assets in accordance with Statement of Financial Accounting Standards
(SFAS) No. 141 Business Combinations and our liabilities were stated at their present values.



Although the Effective Date of the Chapter 11 Plan was March 8, 2002, the consummation of the Chapter 11 Plan was reflected as of February 28,
2002, the end of our most recent fiscal month prior to the Effective Date. The Company, as it existed prior to the Effective Date, is referred to as the Predecessor Company and, as it existed on and after the Effective Date through
February 26, 2004, is referred to as the Reorganized Predecessor Company. The operating results and cash flows of the Reorganized Predecessor Company and the Predecessor Company are separately presented as a result of the
application of fresh start accounting at February 28, 2002. Our financial statements after the Effective Date are not comparable with the Predecessor Companys financial statements.



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Historical Financial Statements



The accompanying historical consolidated financial statements for periods prior to January 1, 2002 do not reflect the
effects resulting from our emergence from the Chapter 11 proceeding, but instead represent the financial position and capital structure as of the dates indicated. As such, among other things, the historical consolidated financial statements do not
reflect the effects of the cancellation of indebtedness that resulted from the Chapter 11 proceeding, our post-Chapter 11 Plan capital structure or the application of fresh start accounting. The application of fresh start accounting resulted in the
revaluation of our long lived assets. This revaluation lowered depreciation and amortization expense in periods subsequent to February 2002. The operating results and cash flows of the New Company and the Reorganized Predecessor Company are
separately presented, as the financial statements after the Merger are not comparable with the Reorganized Predecessor Companys financial statements just as the financial statements of the Reorganized Predecessor Company are not comparable
with the Predecessor Companys financial statements.



In
accordance with SFAS No. 142 Goodwill and Other Intangible Assets, we wrote off our goodwill at January 1, 2002, significantly reducing amortization expense in periods subsequent to December 31, 2001.



See Joint Venture above for a description of our anticipated
investment in the Joint Venture.



Business Segments



Centers



As of July 3, 2005, we operated 352 bowling centers in 39 states and Puerto Rico and 15 bowling centers outside the
U.S. Centers contributed approximately 81% of consolidated revenue during Fiscal Year 2005.



Centers derives revenue from three sources:



| |  |  | bowling;
| | - |  | --------



| |  |  | food and beverage sales; and
| | - |  | ----------------------------



| |  |  | ancillary sources, including shoe rental, amusement machines, billiards and pro shops (Ancillary Sources).
| | - |  | ------------------------------------------------------------------------------------------------------------



In Fiscal Year 2005, bowling, food and beverage sales and Ancillary Sources
represented 58%, 27% and 15% of total Centers revenue, respectively.



Bowling revenue, the largest component of a centers revenue, is derived from league play and recreational play, each representing approximately 50% of annual bowling revenue in U.S. Centers. League lineage (number of games bowled per
lane per day) has been declining for a number of years. Recreational play includes managed, or scheduled play (such as birthday or corporate parties), and open, or unscheduled play. The decline in U.S. Centers revenue that could be expected from the
decline in lineage has been generally offset with price increases.



Products



Products contributed approximately 19% of our revenue
during Fiscal Year 2005 (excluding intersegment sales to Centers). Products revenue is split between NCP and Modernization and Consumer Products. Currently, NCP sales account for approximately 17% of Products revenue and Modernization and Consumer
Products sales account for approximately 83%. NCP revenue includes revenue from the sale of refurbished pinspotters, new automatic scoring systems, lanes, bowler seating and other components.



In Fiscal Year 2005, sales of NCP units were 1,198 units compared with 918
units in fiscal year 2004. The increase in NCP units was mainly in the North American and Japanese markets.



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Sales of Modernization and Consumer Products to bowling center operators provide a more stable base of
recurring annual revenue than NCP sales. Some products in this category, such as bowling pins, are typically replaced annually to maintain a center. Other products, while purchased less frequently, are necessary to modernize a center or to replace
worn out equipment.



Products revenue typically includes
approximately $17 million to $25 million annually of intersegment sales to Centers. These sales are eliminated from our consolidated financial results but are reflected in the Products results.



See Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations, Note 16. Geographic Segments and Note 17. Business Segments in the Notes to Consolidated Financial Statements for additional information regarding business and geographic segments.
See also Joint Venture above for a discussion of expected changes to the operations of the Products segment.



Business Strategy



During Fiscal Year 2005, we continued to focus on our core U.S. Centers and Products businesses. When the Joint Venture is completed, the business
strategy of the Products business will be determined by the Joint Venture. Our Centers business will focus on the strategies discussed below and will continue to consider strategic opportunities including acquisitions, divestitures and joint
ventures as opportunities arise.



Centers



Focused Marketing and Sales Efforts: We believe that a modest
investment in local marketing and sales expertise may add incremental revenue at attractive profit margins. This effort includes carefully timed, high quality direct mail offers to increase open play games. Additionally, field marketing
professionals will focus on increasing group events to generate traffic, such as corporate outings, birthday parties, school events and new league offerings.



Improved Food and Beverage Offering: In Fiscal Year 2005, we introduced a new core menu and changed food and soft drink providers. To help execute
this initiative, we have added staff with culinary and alcoholic beverage backgrounds to address needs such as cooking procedures, up selling and lane service. The new staff will be responsible for upgrading and testing new food items. Key focus
areas will be product quality and presentation and training of center level staff. We believe these efforts will increase the spending of our customers.



Human Resource Investment to Attract High Quality General Managers: We recognize that a centers success is directly related to the quality of
the general manager. We have added staff in our Human Resources Department to recruit and hire general managers who will enhance our customers experience. In addition, we will regularly review our compensation levels and bonus plans to ensure
that they support our effort to attract and retain high quality general managers.



Implement Shared Retail Best Practices Across Bowling Centers: We continue the transition from a collection of independent bowling centers to a retail chain with best practices and centrally-established
strategies and execution plans. Key elements of the process will include pricing discipline, better management, training and measurement. To complement the transition, we introduced secret shopper programs and tied those results to incentive
compensation plans.



Selectively Invest in Facility
Improvements: To improve the customer experience, we are making selective facility improvements to key bowling centers, such as new scoring systems, improved lighting and interior decor, larger arcades and modernized restrooms. We have selected
the Long Island, NY market as our first test market of this strategy and are underway with this initiative. We anticipate completion of this test in fiscal year 2006. In addition, we also identified certain bowling centers that we believe have high
potential for growth and are making facility improvements to them.



Improve Management Information Systems: We recently completed upgrading our point-of-sale system. We believe that this upgrading will enhance information capabilities and open the doors to further technology, such as credit card
integration and on-line reservation capabilities.



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Products



Our Products business was organized into five separate functional operating divisions (including our billiards division). The manager of each division is
responsible for the divisions financial performance and balance sheet. We believe this responsibility brings our managers closer to customers, and therefore better able to provide customer satisfaction and effect innovative product
development. We continue to focus on new product introductions, cost reduction opportunities to existing products and better working capital management. As part of the Joint Venture, we believe that Products will build on this model and add cost
savings and margin improvements through the combined efficiencies of our and Qubicas operations and increase the development of products and services that offer solutions to customers.



Seasonality



Centers business is seasonal, primarily due to the bowling league season that begins in late summer and ends in mid spring.
Cash flow from operations typically peaks in the winter and is lower in the summer.



Products sales are also seasonal, most notably in Modernization and Consumer Products in the U.S. While U.S. bowling center operators purchase spare parts, supplies and consumer products throughout the year, they
often place larger orders during the later spring and early summer in preparation for the start of league play in the late summer. Summer is also generally the peak period for installation of modernization equipment in the U.S. Operators in the U.S.
typically sign purchase orders for modernization equipment during the spring, which is then shipped and installed during the summer when U.S. bowling centers usually have fewer bowlers.



Industry and Competition



Centers



Bowling is both a competitive sport and a recreational entertainment activity and as such, faces competition from numerous other sporting and leisure alternatives. Centers performance and operating results are
affected by many factors, including weather, the quality of the customer experience, the availability and affordability of other sports, recreational and entertainment alternatives, the amount of customer leisure time, as well as various other
social and economic factors over which we have no control. Centers competes with other bowling centers primarily through customer service, quality of bowling equipment, location and facilities.



The U.S. bowling center industry is highly fragmented. There are
approximately 5,000 bowling centers that are owned by single-center and small-chain operators. Of these, approximately 2,000 have 24 lanes or more. In addition to us, there is only one other large bowling center operator which operates approximately
127 centers worldwide. There are three smaller chains that together operate approximately 55 bowling centers.



Products



We are one of
the two full-line manufacturers of bowling equipment and supplies that compete globally. We believe full-line manufacturers have an advantage in the case of equipment packages, such as NCPs, where purchasers often desire to buy all of the bowling
equipment necessary to outfit a new center from a single supplier.



Products competes with other manufacturers primarily through price, service and after sale support. Management believes that the abundant supply of lower priced, used bowling equipment and additional competition from overseas manufacturers,
which may enjoy a lower cost structure, have historically adversely impacted our competitive position. In addition, because purchasers of NCPs are often start-up businesses, current political and economic conditions increase the difficulty that
purchasers face in obtaining financing to build and equip new bowling centers.



In the sale of Modernization and Consumer Products, we compete with Brunswick Corporation, Qubica and a large number of smaller companies. Prior to the Joint Venture, Qubica was a competitor and was viewed by many
customers as a leader in the automatic scoring business.



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Management expects the trend toward lower cost products and price competition to continue.



International Operations



Our international operations are subject to the usual risks inherent in
operating internationally, including, but not limited to, currency exchange rate fluctuations, economic and political instability, other disruption of markets, restrictive laws, actions by foreign governments, difficulty in obtaining distribution
and support for products, and foreign tax law changes. In addition, local currency devaluation negatively impacts the translation of operating results from our international bowling centers. Since we have sold our bowling center operations in the
United Kingdom and Australia, management believes that, our international operations are less subject to the risks inherent in operating internationally.



Employees



Centers



As of
July 3, 2005, Centers had approximately 9,845 full- and part-time employees worldwide, of which approximately 9,355 were employed in the U.S. and approximately 490 were employed internationally. The split between full-time and part-time
employees is approximately 36% and 64%, respectively. We believe our relations with our Centers employees are satisfactory. Substantially all Centers employees are non-union employees.



Products



As of July 3, 2005, Products had 654 full-time employees worldwide, including the 95 employees of our billiards division, of which 360 were employed
in manufacturing and 294 in sales, service, logistics and administration. There were 422 employees in the U.S. When the Joint Venture is formed excluding the employees of our billiards division, Products employees will become employees of the Joint
Venture. We believe our relations with our Products employees are satisfactory. None of these employees are union members.



Corporate



As of July 3, 2005, our corporate offices had 107 full-time employees, all of which were employed in the U.S. We believe our relations with our
corporate employees are satisfactory.



Website Access to Securities and
Exchange Commission Reports



We file annual, quarterly and
current reports, amendments to those reports and other information with the Securities and Exchange Commission (the SEC). Our website address is www.amf.com. Through a link to the SECs internet site on the Company
Information portion of our website, we make available our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished to the SEC as soon as reasonably practical
after we electronically file such material with, or furnish such material to, the SEC.



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|ITEM 2. | PROPERTIES
|------- | ----------



Centers



As of
July 3, 2005, we operated 352 bowling centers in the U.S. and Puerto Rico and 15 centers outside the U.S. The average age of our U.S. bowling centers, including leased centers, is approximately 40 years. A typical bowling center has
approximately 1,000 square feet of total space per bowling lane. Our average bowling center has approximately 38 lanes.



During Fiscal Year 2005, we permanently closed 18 bowling centers in the U.S.



The following table profiles Centers as of July 3, 2005:



|        |  |                    |  |       |  |       
|------- |  | ------------------ |  | ----- |  | ------
|Country |  | Number ofLocations |  | Owned |  | Leased
|U.S.    |  | 352                |  | 54    |  | 298   
|Mexico  |  | 9                  |  | 5     |  | 4     
|France  |  | 3                  |  |      |  | 3     
|Japan   |  | 3                  |  |      |  | 3     
|        |  |                    |  |       |  |       
|Total   |  | 367                |  | 59    |  | 308   
|        |  |                    |  |       |  |       



During Fiscal Year
2005, we sold the land and buildings associated with four bowling centers in the U.S. for net proceeds of $3.4 million and losses of $0.5 million and received $4.3 million in consideration of the termination of a lease for premises on which we
operated a bowling center. In addition, we terminated our license with the City of Paris, France to operate a bowling center and received $4.5 million.



On September 30, 2004, we sold 33 bowling centers in the United Kingdom for approximately $69.9 million. During calendar year 2004, we closed five
bowling centers in Australia and sold the real estate. On February 8, 2005, we sold our 42 remaining operating bowling centers in Australia for approximately $44.7 million. We no longer have bowling center operations in the United Kingdom and
Australia.



In connection with the Merger, AMF Centers and
American Recreation Corporation, both wholly-owned indirect subsidiaries of Worldwide, sold the land and related improvements of 186 owned bowling centers in the U.S. to unrelated third parties for gross proceeds of $254.0 million and AMF Centers
simultaneously leased these bowling centers from the purchasers pursuant to two leases, each for an initial lease term of approximately 20 years, with 9 consecutive renewal terms, the first of which being for a term of 10 years and the second
through ninth of which being for a term of 5 years each.



Our
remaining bowling center leases are subject to periodic renewal. Forty-nine leases for bowling centers in U.S. Centers have leases that expire during the next three years, of which thirty-four have renewal options at fixed rent increases. Six leases
for our international bowling centers have leases that expire during the next three years, none of which have renewal options at fixed rent increases. Management believes that it will generally be successful in renewing expiring center leases. There
can be no assurance, however, that management will be able to renew leases, absent a favorable fixed rent in the option, at rents that would permit us to maintain or increase existing cash flow margins or on terms that are otherwise favorable to us.
In addition, in light of the age of our bowling centers, which may require significant capital expenditures for maintenance, we may choose not to renew leases for marginally performing bowling centers. If we are unable to renew leases at rents that
allow centers to remain profitable or management chooses not to renew leases, absent acquiring or building additional centers, the number of bowling centers will decrease.



Products and Corporate



As of July 3, 2005, Products owned or leased facilities at two locations in the U.S. that are used for its bowling equipment business. The billiards
division owns real estate in Bland, Missouri that is used for its billiards business.



9



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##### Table of Contents

The following tables reflect our properties prior to the formation of the Joint Venture.



U.S. FACILITIES



|                   |  |                                                                                                                                                                                                                     |  |                           |  |             
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------
|Location           |  | Function                                                                                                                                                                                                            |  | ApproximateSquare Footage |  | Owned/Leased
|Mechanicsville, VA |  | Corporate headquarters of Worldwide, Products and Centers; Products manufacturing facility for pinspotters, automatic scoring, synthetic lanes, other capital equipment and its warehouse and
distribution facility |  | 360,000                   |  | Owned       
|Lowville, NY       |  | Manufacturing facility for pins and wood lanes                                                                                                                                                                      |  | 171,000                   |  | Owned       
|Bland, MO          |  | Manufacturing facilities for billiard tables *                                                                                                                                                                      |  | 106,000                   |  | Owned       



|* | This property will not be owned by the Joint Venture.
|- | -----------------------------------------------------



INTERNATIONAL FACILITIES



|                                          |  |                    |  |                          
|----------------------------------------- |  | ------------------ |  | -------------------------
|Location                                  |  | Function           |  | ApproximateSquare Footage
|Emu Plains, Australia                     |  | Office             |  | 1,400                    
|                                          |  | Warehouse          |  | 10,100                   
|Hong Kong, the Peoples Republic of China |  | Office             |  | 300                      
|Levallois-Perret, France                  |  | Office*            |  | 2,200                    
|Mainz-Kastel, Germany                     |  | Office             |  | 800                      
|Yokohama, Japan                           |  | Office             |  | 3,100                    
|                                          |  | Services Center    |  | 8,900                    
|Osaka, Japan                              |  | Office             |  | 800                      
|Fukuoka, Japan                            |  | Office             |  | 400                      
|Mexico City, Mexico                       |  | Office/Warehouse   |  | 5,900                    
|Warsaw, Poland                            |  | Office             |  | 800                      
|Granna, Sweden                            |  | Office/Warehouse   |  | 17,200                   
|Hemel Hempstead, United Kingdom           |  | Office/Warehouse** |  | 10,800                   
|Moscow, Russia                            |  | Office             |  | 600                      
|                                          |  | Warehouse          |  | 3,100                    
|Rotterdam, the Netherlands                |  | Office             |  | 8,000                    
|                                          |  | Warehouse          |  | 16,900                   



|* | Includes available, but currently unused, warehouse space.
|- | ----------------------------------------------------------



|** | Indicates properties that will not be owned by the Joint Venture.
|-- | -----------------------------------------------------------------



At July 3, 2005, Products leased all of its international facilities.



For information concerning material liens against our owned real estate, see Note 9. Long-Term Debt in the Notes
to Consolidated Financial Statements.



10



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##### Table of Contents

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------



We currently and from time to time are subject to claims and actions arising in the ordinary course of our business, including general liability,
workers compensation, employee compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In managements opinion, the claims and actions in which we are
involved are not expected to have a material adverse impact on our financial position or results of operations.



In addition, we recently settled two class actions alleging violations of federal legislation involving unsolicited communications. These actions were
brought by plaintiffs who allegedly received unsolicited communications from us or from an agent on our behalf. Those class settlements have been made final and the cases have been dismissed.



In July 2005, the Western Australian Commissioner of State Revenue, (the
Commission) assessed Worldwide approximately $0.3 million for stamp taxes relating to the Merger. The assessment claims that the Merger was a purchase of a land-rich company, which Western Australian law generally provides is a company
whose real estate constitutes greater than 60% of all its assets (other than excluded assets). We paid the assessment under protest and filed an objection. The objection is an internal review by the Commission. If the assessment is not reversed,
management intends to appeal the assessment. The Australian states of South Australia and New South Wales have also made inquiries about the applicability of their land-rich laws but have not made assessments.



European Community Tariff



The Commission of the European Community (the Commission)
increased tariffs last year on certain U.S. exports to the countries comprising the European Community (the EC) in response to benefits for U.S. exporters under the U.S. Foreign Sales Corporation/Extraterritorial Income Exclusion tax
regimes, which were declared in violation of U.S. obligations by the World Trade Organization (the WTO). A substantial portion of our bowling products imported into the EC was subject to the additional duty. The additional duty was 5% ad
valorem in March 2004 and increased 1% each month thereafter up to a maximum of 14%. In response, U.S. Congress enacted legislation that was intended to address the issues raised by the EC. The Commission agreed to repeal temporarily the additional
duty retroactive to January 1, 2005 pending a WTO determination that the U.S. legislation adequately responded to global trade rules. On August 12, 2005, a WTO dispute panel ruled that the U.S. did not comply with the earlier WTO decision
against tax benefits for U.S. export firms. If this recent ruling is adopted, the Commission may re-impose the retaliatory tariffs.



Regulatory Matters



State and local governments require bowling centers to hold permits to sell alcoholic beverages, and, although regulations vary from state to state, once
permits are issued, they generally remain in place indefinitely (except for routine renewals). There are no unique regulations applicable to bowling center operations or bowling equipment manufacturing. Currently, and from time to time, we are
subject to claims relating to the violations of such regulations.



Our operations are also subject to federal, state, local and foreign environmental laws and regulations that impose limitations on the discharge of, and establish standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of, certain materials, substances and wastes.



Currently and from time to time, we are subject to environmental and other regulatory claims. In managements opinion, the various claims in respect of which we are currently involved, are not likely to have a
material adverse impact on our financial position or results of operations.



We cannot predict with any certainty whether existing conditions or future events, such as changes in existing laws and regulations, may give rise to additional costs. Furthermore, actions by federal, state, local and
foreign governments could result in laws or regulations that could increase the cost of producing our products, or providing our services, or otherwise adversely affect the demand for our products or services.



11



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##### Table of Contents

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | ----------------------------------------------------



None.



12



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##### Table of Contents



PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------



As a result of the Merger on February 27, 2004, we are a wholly-owned
indirect subsidiary of Kingpin Holdings. Kingpin Holdings is a limited liability company formed at the direction of CHS. Kingpin Holdings is owned by CHS IV, our chief executive officer and the Equity Investors. In connection with the Merger, we
paid a dividend of $250.3 million to Kingpin Intermediate Corp. As part of the Merger, Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, became the sole shareholder of our Company. See Note 9. Long-Term Debt in
the Notes to Consolidated Financial Statements for additional information on dividends.



As a result of the Merger, the Old Common Stock was canceled and is no longer publicly traded. As of July 3, 2005, all of the New Common Stock is held by Kingpin Intermediate Corp.



13



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##### Table of Contents

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



The selected financial data for the fiscal periods indicated below were derived from our audited consolidated financial statements for the Fiscal Year
2005, the New Company 2004 Four Months, the Reorganized Predecessor Company 2004 Eight Months, the Fiscal Year 2003, the Reorganized Predecessor Company 2002 Four Months, the Predecessor Company 2002 Two Months, the six months ended June 30,
2002 (as defined in Description of Reporting Periods in the Managements Discussion and Analysis of Financial Condition and Results of Operations) and each of the years in the two year period ended December 31, 2001. The data
should be read in conjunction with our Consolidated Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations that appear elsewhere in this report. The selected financial data for
periods prior to December 31, 2001 do not reflect our emergence from Chapter 11 but instead represent our financial position and capital structure prior to the implementation of the Chapter 11 Plan. As such, among other things, the data does
not reflect the effects of the cancellation of indebtedness resulting from the Chapter 11 proceeding, our post-Chapter 11 Plan capital structure or the application of fresh start accounting. Also, in accordance with SFAS No. 142, we wrote off
our goodwill as of January 1, 2002.



Our consolidated
financial statements for the year ended December 31, 2001 and two month period ended February 28, 2002 were prepared in accordance with SOP 90-7, which provides guidance for financial reporting by entities that reorganize under Chapter 11.
Under SOP 90-7, the reporting entity must distinguish between transactions and events directly associated with its Chapter 11 proceeding from those stemming from the operations of its ongoing business. The net cost associated with discontinued or
reorganized operations are reported in the statement of operations separately as reorganization items, net.



Under SOP 90-7, our reorganization value, which was established for purposes of the Chapter 11 Plan, was allocated to our various assets in accordance
with SFAS No. 141 and the liabilities were stated at their present values. The application of SOP 90-7 resulted in the write down of certain long lived assets.



In conjunction with the Merger, the fair value of assets acquired and liabilities assumed were estimated in accordance with
the purchase method of accounting for the Reorganized Predecessor Company 2004 Eight Months. We obtained a third-party valuation of certain assets, the results of which are reflected in our allocation of the purchase price.



14



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##### Table of Contents



AMF BOWLING WORLDWIDE,
INC.



SELECTED FINANCIAL DATA



|                                                                                                                                                                                                                                                                                    |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----- | - | ------------------------------ | - | ----- | ------------------ |  | - | ------------------------------- | - |  | ------------------ | ----- | - | ------------- | - | ----- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                                                                                                                                                                    |  | New Company    |       |   | ReorganizedPredecessor Company |   |       | PredecessorCompany |  |   | Six MonthsendedJune 30,2002 (c) |   |  | PredecessorCompany |      
|                                                                                                                                                                                                                                                                                    |  |                |       |   | December 31,                   |  
|(In millions)                                                                                                                                                                                                                                                                       |  | FiscalYear2005 |       |   | 2004FourMonths                 |   |       | 2004EightMonths    |  |   | FiscalYear2003                  |   |  | 2002FourMonths     |       |   | 2002TwoMonths |   |       |   | 2001 |   |         | 2000 | 
|Statements of Operations Data (a)(b):                                                                                                                                                                                                                                               |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|Operating revenue                                                                                                                                                                                                                                                                   |  | $              | 568.6 |   |                                | $ | 183.6 |                    |  | $ | 386.1                           |   |  | $                  | 571.0 |   |               | $ | 189.4 |   |      | $ | 107.8   |      |  | $ | 297.2   |   |  | $ | 605.7  |   |  | $ | 617.3  |  
|Operating expenses                                                                                                                                                                                                                                                                  |  |                | 531.0 |   |                                |   | 179.8 |                    |  |   | 346.7                           |   |  |                    | 468.4 |   |               |   | 166.6 |   |      |   | 79.9    |      |  |   | 246.5   |   |  |   | 540.5  |   |  |   | 563.6  |  
|Depreciation and amortization                                                                                                                                                                                                                                                       |  |                | 45.6  |   |                                |   | 16.4  |                    |  |   | 32.8                            |   |  |                    | 69.9  |   |               |   | 25.4  |   |      |   | 15.4    |      |  |   | 40.8    |   |  |   | 119.4  |   |  |   | 115.4  |  
|                                                                                                                                                                                                                                                                                    |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|Total operating expenses                                                                                                                                                                                                                                                            |  |                | 576.6 |   |                                |   | 196.2 |                    |  |   | 379.5                           |   |  |                    | 538.3 |   |               |   | 192.0 |   |      |   | 95.3    |      |  |   | 287.3   |   |  |   | 659.9  |   |  |   | 679.0  |  
|                                                                                                                                                                                                                                                                                    |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|Operating income (loss)                                                                                                                                                                                                                                                             |  |                | (8.0  | ) |                                |   | (12.6 | )                  |  |   | 6.6                             |   |  |                    | 32.7  |   |               |   | (2.6  | ) |      |   | 12.5    |      |  |   | 9.9     |   |  |   | (54.2  | ) |  |   | (61.7  | )
|Interest expense                                                                                                                                                                                                                                                                    |  |                | 25.6  |   |                                |   | 8.4   |                    |  |   | 24.2                            |   |  |                    | 37.6  |   |               |   | 15.2  |   |      |   | 7.8     |      |  |   | 23.0    |   |  |   | 102.6  |   |  |   | 119.5  |  
|Income (loss) from continuing operations before reorganization items, net, gain on debt discharge, net, fresh start accounting adjustments,
provision (benefit) for income taxes, equity in loss of joint ventures, net, and cumulative effect of change in accounting for goodwill |  |                | (28.2 | ) |                                |   | (21.2 | )                  |  |   | (48.9                           | ) |  |                    | 0.7   |   |               |   | (13.3 | ) |      |   | 3.9     |      |  |   | (9.5    | ) |  |   | (161.0 | ) |  |   | (182.9 | )
|Gain on debt discharge, net                                                                                                                                                                                                                                                         |  |                |      |   |                                |   |      |                    |  |   |                                |   |  |                    |      |   |               |   |      |   |      |   | (774.8  | )    |  |   | (774.8  | ) |  |   |       |   |  |   |       |  
|Fresh start accounting adjustments                                                                                                                                                                                                                                                  |  |                |      |   |                                |   |      |                    |  |   |                                |   |  |                    |      |   |               |   |      |   |      |   | 66.0    |      |  |   | 66.0    |   |  |   |       |   |  |   |       |  
|Cumulative effect of change in accounting for goodwill                                                                                                                                                                                                                              |  |                |      |   |                                |   |      |                    |  |   |                                |   |  |                    |      |   |               |   |      |   |      |   | (703.4  | )    |  |   | (703.4  | ) |  |   |       |   |  |   |       |  
|Income (loss) from continuing operations                                                                                                                                                                                                                                            |  |                | (33.2 | ) |                                |   | (19.8 | )                  |  |   | (52.1                           | ) |  |                    | (1.9  | ) |               |   | (17.1 | ) |      |   | 1,402.0 |      |  |   | 1,384.9 |   |  |   | (222.2 | ) |  |   | (183.5 | )
|Discontinued operations:                                                                                                                                                                                                                                                            |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|Gain (loss) from operations                                                                                                                                                                                                                                                         |  |                | 7.1   |   |                                |   | 0.8   |                    |  |   | 4.3                             |   |  |                    | 5.3   |   |               |   | 1.5   |   |      |   | (14.1   | )    |  |   | (12.6   | ) |  |   | 5.2    |   |  |   | 3.0    |  
|Gain on disposals, net of tax                                                                                                                                                                                                                                                       |  |                | 15.4  |   |                                |   |      |                    |  |   |                                |   |  |                    |      |   |               |   |      |   |      |   |        |      |  |   |        |   |  |   |       |   |  |   |       |  
|                                                                                                                                                                                                                                                                                    |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|Net income (loss)                                                                                                                                                                                                                                                                   |  | $              | (10.7 | ) |                                | $ | (19.0 | )                  |  | $ | (47.8                           | ) |  | $                  | 3.4   |   |               | $ | (15.5 | ) |      | $ | (19.0   | )    |  | $ | (34.6   | ) |  | $ | (217.0 | ) |  | $ | (181.5 | )
|                                                                                                                                                                                                                                                                                    |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|Net income (loss) per common share:                                                                                                                                                                                                                                                 |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|Basic                                                                                                                                                                                                                                                                               |  |                | N/A   |   |                                |   | N/A   |                    |  | $ | (4.78                           | ) |  | $                  | 0.34  |   |               | $ | (1.56 | ) |      | $ |        |      |  | $ |        |   |  | $ |       |   |  | $ |       |  
|Diluted                                                                                                                                                                                                                                                                             |  |                | N/A   |   |                                |   | N/A   |                    |  |   | (4.78                           | ) |  |                    | 0.34  |   |               |   | (1.56 | ) |      |   |        |      |  |   |        |   |  |   |       |   |  |   |       |  
|Income (loss) from continuing operations per common share:                                                                                                                                                                                                                          |  |                |       |   |                                |   |       |                    |  |   |                                 |   |  |                    |       |   |               |   |       |   |      |   |         |      |  |   |         |   |  |   |        |   |  |   |        |  
|Basic                                                                                                                                                                                                                                                                               |  |                | N/A   |   |                                |   | N/A   |                    |  | $ | (5.21                           | ) |  | $                  | (0.19 | ) |               | $ | (1.71 | ) |      | $ |        |      |  | $ |        |   |  | $ |       |   |  | $ |       |  
|Diluted                                                                                                                                                                                                                                                                             |  |                | N/A   |   |                                |   | N/A   |                    |  |   | (5.21                           | ) |  |                    | (0.19 | ) |               |   | (1.71 | ) |      | $ |        |      |  | $ |        |   |  | $ |       |   |  | $ |       |  



15



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##### Table of Contents



AMF BOWLING WORLDWIDE,
INC.



SELECTED FINANCIAL DATA



|                                      |  |             |       |              |   |       |              |  |      |              |   |  |              |       |   |  |   |         |   |  |   |          |  
|------------------------------------- |  | ----------- | ----- | ------------ | - | ----- | ------------ |  | ---- | ------------ | - |  | ------------ | ----- | - |  | - | ------- | - |  | - | -------- | -
|                                      |  | July 3,2005 |       | June 27,2004 |   |       | June 29,2003 |  |      | June 30,2002 |   |  | December 31, |      
|(In millions)                         |  |             |       |              |   | 2001  |              |  | 2000 |             
|Selected Balance sheet data:          |  |             |       |              |   |       |              |  |      |              |   |  |              |       |   |  |   |         |   |  |   |          |  
|Total assets                          |  | $           | 391.6 |              | $ | 502.1 |              |  | $    | 731.4        |   |  | $            | 755.5 |   |  | $ | 1,549.4 |   |  | $ | 1,726.3  |  
|Goodwill                              |  |             |      |              |   |      |              |  |      |             |   |  |              |      |   |  |   | 718.4   |   |  |   | 746.1    |  
|Working capital (d)(e)                |  |             | 28.1  |              |   | (15.5 | )            |  |      | (10.4        | ) |  |              | (7.4  | ) |  |   | (613.4  | ) |  |   | (1,105.1 | )
|Liabilities subject to resolution (f) |  |             | 0.1   |              |   | 0.2   |              |  |      | 1.3          |   |  |              | 3.6   |   |  |   | 595.5   |   |  |   |         |  
|Total debt                            |  |             | 204.8 |              |   | 288.8 |              |  |      | 416.5        |   |  |              | 441.1 |   |  |   | 619.5   |   |  |   | 1,136.6  |  
|Stockholders equity (g)              |  |             | 97.2  |              |   | 111.4 |              |  |      | 211.6        |   |  |              | 200.9 |   |  |   | 229.5   |   |  |   | 453.9    |  



|(a) | Certain amounts have been reclassified to conform to current year presentation.
|--- | -------------------------------------------------------------------------------



|(b) | Certain amounts may be affected by rounding.
|--- | --------------------------------------------



|(c) | Six months ended June 30, 2002 is the combination of the Predecessor Company Two Months and the Reorganized Predecessor Company Four Months and is presented for comparability
purposes. These combined periods are not comparable because they are not presented on the same basis of accounting due to the application of fresh start accounting and are therefore not presented in accordance with generally accepted accounting
principles.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Working capital as of December 31, 2000, includes the classification of $1,134.6 million of long-term debt as a current liability. Working capital as of December 31, 2001,
includes the classification of $616.4 million of our indebtedness under the senior secured credit agreement dated May 1, 1996, as amended and restated (the Pre-petition Credit Agreement), in the current portion of long-term debt.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | Working capital as of December 31, 2001, excludes the classification of $595.5 million of liabilities subject to resolution.
|--- | ----------------------------------------------------------------------------------------------------------------------------



|(f) | Liabilities subject to resolution refers to those claims that either were impaired under the Chapter 11 Plan or are personal and real property tax claims. The holders of the
impaired claims did not receive the full amount of their claims, but received a pro rata distribution of our Old Common Stock, Series A Warrants and Series B Warrants.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(g) | In connection with the Merger, in Fiscal Year 2004, we paid a dividend of $250.3 million to Kingpin Intermediate Corp. which was deposited with our disbursement agent for payment to
Worldwides then common stockholders and included $1.0 million for the benefit of unissued equity holders under the Chapter 11 Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



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##### Table of Contents

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Contents



This MD&A includes the following:



| |  |  | Introduction
| | - |  | ------------



| |  |  | Joint Venture
| | - |  | -------------



| |  |  | Merger
| | - |  | ------



| |  |  | Outlook
| | - |  | -------



| |  |  | Consolidated Results
| | - |  | --------------------



| |  |  | Fiscal Year 2005 compared with Fiscal Year 2004
| | - |  | -----------------------------------------------



| |  |  | Fiscal Year 2004 compared with Fiscal Year 2003
| | - |  | -----------------------------------------------



| |  |  | Performance by Business Segment
| | - |  | -------------------------------



Centers



| |  |  | Fiscal Year 2005 compared with Fiscal Year 2004
| | - |  | -----------------------------------------------



| |  |  | Fiscal Year 2004 compared with Fiscal Year 2003
| | - |  | -----------------------------------------------



Products



| |  |  | Fiscal Year 2005 compared with Fiscal Year 2004
| | - |  | -----------------------------------------------



| |  |  | Fiscal Year 2004 compared with Fiscal Year 2003
| | - |  | -----------------------------------------------



| |  |  | Financial Condition
| | - |  | -------------------



| |  |  | Liquidity
| | - |  | ---------



| |  |  | Capital Resources
| | - |  | -----------------



| |  |  | Contractual Obligations
| | - |  | -----------------------



| |  |  | Asset Sales
| | - |  | -----------



| |  |  | Equipment Sale Repurchase Agreements and Operating Lease Guarantees
| | - |  | -------------------------------------------------------------------



| |  |  | Capital Expenditures
| | - |  | --------------------



| |  |  | Seasonality and Market Development Cycles
| | - |  | -----------------------------------------



| |  |  | Off-Balance Sheet Arrangements
| | - |  | ------------------------------



| |  |  | International Operations
| | - |  | ------------------------



| |  |  | Impact of Inflation
| | - |  | -------------------



| |  |  | Recent Accounting Pronouncements
| | - |  | --------------------------------



| |  |  | Critical Accounting Policies
| | - |  | ----------------------------



| |  |  | Disclosures Regarding Forward-Looking Statements
| | - |  | ------------------------------------------------



Introduction



AMF Bowling Worldwide, Inc., a Delaware corporation (Worldwide), and our subsidiaries (Worldwide and our subsidiaries may be referred to as
the Company, we, us or our) operate in two business segments: bowling center operations (Centers) and bowling products operations (Products). In Fiscal Year 2005, Centers, the largest segment, represented 80% of consolidated
revenue. In reviewing Centers, management focuses on Center revenue, operating expenses and capital expenditures. In reviewing Products, management focuses on working capital as well as revenue, operating expenses and gross profit margin. To
facilitate a meaningful comparison, certain portions of this Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) discuss the results of Centers and Products separately.



The following discussion should be read in
conjunction with the consolidated financial statements and the notes to the consolidated financial statements. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. Certain
totals may be affected by rounding. Unless the context otherwise indicates, dollar amounts in this MD&A are in millions.



Our Centers segment had 367 bowling centers on July 3, 2005 (352 in the U.S. and 15 internationally). On September 30, 2004, we sold 33 bowling
centers in the United Kingdom for approximately $69.9 million. During calendar year 2004, we closed 5 bowling centers in Australia and sold the real estate. On February 8, 2005, we sold our 42 remaining bowling centers in Australia for
approximately $44.7 million. We no longer have bowling center operations in the United Kingdom and Australia. The results of operations of the bowling centers in the United Kingdom and Australia are reported as discontinued operations for all
periods presented.



17



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Our Products segment includes the manufacture of bowling equipment such as automatic pinspotters,
automatic scoring equipment, bowling pins, lanes, ball returns, lane machines, bowling center supplies and the resale of other related products, including bowling bags and shoes. We are marketing for sale our billiards division, which was formerly
part of the Products segment and manufactures and sells Playmaster, Highland and Renaissance brands of billiard tables. The results of operations for the billiards division have been reported as discontinued operations for all periods presented.



Joint Venture



We have not completed the previously announced transactions to form the
joint venture with the shareholder of Italian-based Qubica, S.p.A. (Qubica). We expect that the transactions will close during the second quarter of fiscal year 2006. In these transactions, AMF Holdings, Inc. (AMF Holdings),
a subsidiary of Worldwide, will contribute the equity of AMF Products and substantially all of the other subsidiaries that conduct our Products business to QubicaAMF Worldwide, S.à.R.L. (the Joint Venture), a company organized
under the laws of Luxembourg, in exchange for a 50% equity interest in the Joint Venture. The shareholder of Qubica will also contribute the equity of Qubica and its subsidiaries to the Joint Venture in exchange for a 50% equity interest in the
Joint Venture. On September 16, 2005, in anticipation of creating the Joint Venture, the name of AMF Products was changed to QubicaAMF Worldwide, LLC.. Qubica also changed its name to QubicaAMF Europe S.p.A. Other subsidiaries of
AMF Products, and Qubica have changed their names to reflect the name QubicaAMF.



In creating the Joint Venture, Worldwide and certain of its non-Products subsidiaries will enter into various agreements with the Joint Venture or its subsidiaries. These agreements will include, but will not be
limited to, a supply agreement between AMF Centers and the Joint Venture that will require the purchase of bowling products and supplies from the Joint Venture at prices similar to those charged in the past and at levels below the aggregate
purchases in the past, a trademark license agreement between Worldwide and the Joint Venture will allow the Joint Venture to use the AMF mark and certain related marks, and various administrative services and similar agreements that will provide for
leasing space in certain facilities and support services from and to the Company and the Joint Venture. Management believes these agreements will be on an arms-length basis and will reflect commercial terms. In addition, the Joint Venture will adopt
an option plan (the JV Option Plan) and will award certain managers of the Joint Venture options to purchase interests in the Joint Venture. Upon exercise of any options, the ownership percentage of AMF Holdings and Qubica will be
equally reduced.



Subject to options being exercised under the
Option Plan, AMF Holdings and the shareholder of Qubica will own 50% of the equity of the Joint Venture. Each will have the right to select three (3) members of the board of managers of the Joint Venture. John Walker, who is the President of
our Products business, will be the chief executive officer of the Joint Venture. Christopher Caesar, formerly our chief financial officer, will serve as its chief financial officer. The headquarters of the Joint Venture will be at the present
offices of Products, 8100 AMF Drive, Mechanicsville, Virginia with the headquarters of its automatic scoring division being located in Bologna, Italy at the offices of Qubica.



The Joint Venture will be a holding company. Its operations will be conducted and its assets held in its operating
subsidiaries. AMF Products and Qubica will be the principal operating subsidiaries and AMF Products will continue to own the assets and employ the same employees as it did prior to the formation of the Joint Venture.



When we create the Joint Venture, the Company will retain ownership of its
subsidiary that conducts the Products business in the United Kingdom. However, the services of that subsidiary will be made available to the Joint Venture under a services agreement. In addition, the billiards division will not be contributed to the
Joint Venture.



When the transactions to form the Joint Venture
are completed, AMF Products will cease to be a guarantor of our obligations under our senior secured credit agreement (the Credit Agreement) and our $150.0 million 10% Subordinated Notes due on 2010 (the Subordinated Notes)
and liens against assets of AMF Products that secure its guarantee will be released. In addition, the Joint Venture expects to enter into a credit agreement that will be secured by the guarantees and assets of certain of its subsidiaries. Worldwide
and its remaining subsidiaries will have no obligation under the Joint Ventures credit agreement.



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We will account for our investment in the Joint Venture using the equity method and, management will
determine how the equity method will affect certain presentations in our future reports, such as our critical accounting policies, business strategies and properties.



Merger



On November 26, 2003, Kingpin Holdings, LLC (Kingpin Holdings) and its wholly-owned subsidiary, Kingpin Merger Sub, Inc. (Merger
Sub), entered into an Agreement and Plan of Merger with Worldwide (the Merger Agreement). Pursuant to the Merger Agreement, on February 27, 2004, the Merger Sub was merged into Worldwide with Worldwide being the surviving
corporation (the Merger). Each shareholder of Worldwide received $25.00 in cash for each share of the common stock of Worldwide that was outstanding prior to the Merger (the Old Common Stock) including vested options and
warrants, for aggregate proceeds (including option proceeds) of $258.7 million. The Old Common Stock was canceled and the common stock of Merger Sub became the new common stock of Worldwide (the New Common Stock). As part of the Merger,
Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, became the sole shareholder of Worldwide.



Kingpin Holdings is a Delaware limited liability company formed at the direction of Code Hennessy & Simmons LLC, a Chicago-based private equity
firm (CHS). Kingpin Holdings is owned by Code Hennessy & Simmons IV (CHS IV), our chief executive officer and other equity investors (collectively, the Equity Investors).



Outlook



In Fiscal Year 2005, we continued to evaluate and implement programs to improve our Centers business and worked on selling
our Australian and United Kingdom bowling center operations. In the second quarter of fiscal year 2006, we expect to complete the transactions related to the Joint Venture. We believe these efforts will allow management to focus on our core bowling
centers business and to continue to explore strategic opportunities including acquisitions, divestitures and joint ventures as opportunities arise.



Consolidated Results



The results of operations of the consolidated group of companies, Centers and Products are discussed below. The business segment results are presented
before intersegment eliminations since we believe this provides a more accurate comparison of performance by segment. The intersegment eliminations are included in the consolidated results and are not material.



Prior to March 8, 2002, we were referred to as the Predecessor
Company. On and after March 8, 2002 until February 27, 2004, we were referred to as the Reorganized Predecessor Company and, as we existed on and after February 27, 2004, we are referred to as the New
Company. As a result of the Merger, the financial results during the twelve months ended June 27, 2004 include results of the New Company and the Reorganized Predecessor Company. Accordingly, the operating results and cash flows of the
New Company and the Reorganized Predecessor Company are separately presented, as the financial statements after the Merger are not comparable with the Reorganized Predecessor Companys financial statements. Although the Merger was completed on
February 27, 2004, the consummation of the Merger has been reflected as of February 29, 2004, the end of our fiscal period closest to the date of the Merger.



19



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##### Table of Contents

The following table describes the periods presented in the MD&A:



|                                                                                            |  |                                                    
|------------------------------------------------------------------------------------------- |  | ---------------------------------------------------
|Period                                                                                      |  | Referred to as                                     
|                                                                                            | 
|Results for the New Companyfrom June 28, 2004 through July 3, 2005                          |  | Fiscal Year 2005                                 
|                                                                                            | 
|Combined New Company 2004 Four Months andReorganized Predecessor Company 2004 Eight Months  |  | Fiscal Year 2004 *                               
|                                                                                            | 
|Results for the New Companyfrom March 1, 2004 through June 27, 2004                         |  | New Company 2004 Four Months                     
|                                                                                            | 
|Results for the Reorganized Predecessor CompanyFrom June 30, 2003 through February 29, 2004 |  | Reorganized Predecessor Company 2004 Eight Months
|                                                                                            | 
|Results for the Reorganized Predecessor Companyfrom July 1, 2002 through June 29, 2003      |  | Fiscal Year 2003                                 
|                                                                                            | 
|Results for the Reorganized Predecessor Companyfrom March 1, 2002 through June 30, 2002     |  | Reorganized Predecessor Company 2002 Four Months 
|                                                                                            | 
|Results for the Predecessor Companyfrom January 1, 2002 through February 28, 2002           |  | Predecessor Company 2002 Two Months              

---

|* | These combined periods are not comparable because they are not presented on the same basis of accounting due to the application of purchase method accounting and are therefore not
presented in accordance with generally accepted accounting principles (GAAP).
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Consolidated Group



|                                                                                                         |  |             |       |   |          |   |       |      |  |   |       |  
|-------------------------------------------------------------------------------------------------------- |  | ----------- | ----- | - | -------- | - | ----- | ---- |  | - | ----- | -
|                                                                                                         |  | Fiscal Year |      
|(In millions)                                                                                            |  | 2005        |       |   | 2004 (a) |   |       | 2003 | 
|Operating revenue                                                                                        |  | $           | 568.6 |   |          | $ | 569.6 |      |  | $ | 571.0 |  
|Cost of goods sold                                                                                       |  |             | 128.2 |   |          |   | 130.5 |      |  |   | 115.8 |  
|Bowling center operating expenses                                                                        |  |             | 341.3 |   |          |   | 330.5 |      |  |   | 311.1 |  
|Selling, general and administrative expenses                                                             |  |             | 50.0  |   |          |   | 64.5  |      |  |   | 40.4  |  
|Restructuring, refinancing and other charges                                                             |  |             | 11.5  |   |          |   | 0.8   |      |  |   | 1.1   |  
|Depreciation and amortization                                                                            |  |             | 45.6  |   |          |   | 49.3  |      |  |   | 69.9  |  
|                                                                                                         |  |             |       |   |          |   |       |      |  |   |       |  
|Operating income (loss)                                                                                  |  |             | (8.0  | ) |          |   | (6.0  | )    |  |   | 32.7  |  
|Interest expense, net                                                                                    |  |             | 24.2  |   |          |   | 32.1  |      |  |   | 37.0  |  
|Loss on extinguishment of debt                                                                           |  |             | 1.8   |   |          |   | 35.3  |      |  |   |      |  
|Other (income) expense, net                                                                              |  |             | (5.8  | ) |          |   | (3.3  | )    |  |   | (5.1  | )
|                                                                                                         |  |             |       |   |          |   |       |      |  |   |       |  
|Income (loss) from continuing operations before reorganization items, net and provision for income taxes |  |             | (28.2 | ) |          |   | (70.1 | )    |  |   | 0.8   |  
|Reorganization items, net                                                                                |  |             |      |   |          |   | (0.3  | )    |  |   | (0.3  | )
|                                                                                                         |  |             |       |   |          |   |       |      |  |   |       |  
|Income (loss) from continuing operations before provision for income taxes                               |  |             | (28.2 | ) |          |   | (69.8 | )    |  |   | 1.1   |  
|Provision for income taxes                                                                               |  |             | 5.0   |   |          |   | 2.0   |      |  |   | 3.0   |  
|                                                                                                         |  |             |       |   |          |   |       |      |  |   |       |  
|Loss from continuing operations                                                                          |  |             | (33.2 | ) |          |   | (71.8 | )    |  |   | (1.9  | )
|Discontinued operations:                                                                                 |  |             |       |   |          |   |       |      |  |   |       |  
|Income from discontinued operations, net of tax                                                          |  |             | 7.1   |   |          |   | 5.1   |      |  |   | 5.3   |  
|Gain on disposals, net of tax                                                                            |  |             | 15.4  |   |          |   |      |      |  |   |      |  
|                                                                                                         |  |             |       |   |          |   |       |      |  |   |       |  
|Income from discontinued operations                                                                      |  |             | 22.5  |   |          |   | 5.1   |      |  |   | 5.3   |  
|                                                                                                         |  |             |      
|Net income (loss)                                                                                        |  | $           | (10.7 | ) |          | $ | (66.8 | )    |  | $ | 3.4   |  
|                                                                                                         |  |             |       |   |          |   |       |      |  |   |       |  



|(a) | Fiscal Year 2004 is unaudited.
|--- | ------------------------------



Fiscal Year 2005 compared with Fiscal Year 2004



Consolidated operating revenue was $568.6 million in Fiscal Year 2005 compared with $569.6 million in Fiscal Year 2004, a decrease of $1.0 million, or
0.2%. This decrease was primarily attributable to a decrease in revenue of $12.8 million due to closing of 28 bowling centers since the beginning of Fiscal Year 2004. This decrease was partially offset by a $6.9 million increase in U.S. continuing
center revenue as a result of an increase in open play lineage as well as increases in food and ancillary sources revenue. In addition, Products revenue increased $9.7 million, or 7.2%, primarily as a result of increased sales to Centers and an
increase in intercompany pricing. Our intercompany revenue eliminations are approximately $5.4 million greater than in Fiscal Year 2004 due to the same factors.



Operating loss was $8.0 million in Fiscal Year 2005 compared with an operating loss of $6.0 million in Fiscal Year 2004, an increase in the loss of
$2.0 million, or 33.3%. The increase in the loss is primarily due to an increase in asset impairments of $10.7 million and an increase in bowling center operating expenses of $10.8 million, or 3.3%, primarily the result of an increase in rent as a
result of the sale-leaseback agreements that were entered into in connection with the Merger (the Sale-Leaseback Agreements). These increases were partially offset by expenses incurred in Fiscal Year 2004 related to the Merger.



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##### Table of Contents

Fiscal Year 2004 compared with Fiscal Year 2003



Consolidated operating revenue was $569.6 million in Fiscal Year 2004, a decrease of $1.4 million, or 0.2%, compared with
Fiscal Year 2003. This decrease was attributable to a $5.3 million decrease in U.S. continuing centers revenue as a result of a decrease in lineage that impacted revenue from bowling, food and beverage and ancillary sources. In addition, closed
centers represented an $8.9 million negative variance compared with Fiscal Year 2003. These decreases were partially offset by an increase in Products revenue of $15.3 million primarily due to an increase in revenue in the Japanese and U.S. markets.



Operating loss was $6.0 million in Fiscal Year 2004 compared
with operating income of $32.7 million in Fiscal Year 2003, a decrease of $38.7 million. This decrease was primarily due to $36.2 million of expenses incurred in connection with the Merger. Additionally, $2.3 million of expenses that were incurred
in Fiscal Year 2004 related to the exploration of strategic opportunities.



Asset Impairment



We recorded approximately
$11.5 million in Fiscal Year 2005, $0.8 million in Fiscal Year 2004 and $1.1 million in Fiscal Year 2003 related to asset impairment charges representing the difference between the fair market value and carrying value of impaired assets of closed
bowling centers in the U.S. The asset impairment charges relate to under-performing bowling centers which were subsequently closed. Fair market value is generally determined based on the estimated sales proceeds of idle bowling center property.
Included in discontinued operations is an impairment of billiards of $4.6 million. Additionally, included in Fiscal Year 2005 is $1.5 million relating to the cancellation of a Products capital project.



Depreciation and Amortization



Depreciation and amortization decreased $3.7 million, or 7.5%, in Fiscal
Year 2005 when compared with Fiscal Year 2004. This decrease is primarily attributable to a decrease of $10.7 million in Centers depreciation as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. Additionally,
depreciation decreased $2.5 million for Fiscal Year 2005 as a result of the Sale-Leaseback Agreements. Closed centers represent $1.5 million of the decrease in Fiscal Year 2005. These decreases were partially offset by an increase in depreciation
primarily attributable to adjustments made as a result of the application of purchase method accounting related to the Merger of $6.5 million for Fiscal Year 2005.



For Fiscal Year 2004 depreciation and amortization decreased $20.6 million, or 29.5%, compared with Fiscal Year 2003. This
change was primarily attributable to decreased Centers depreciation as a result of certain U.S. assets acquired in 1996 becoming fully depreciated and there being 22 fewer centers due to center closures. Additionally, $2.9 million of this decrease
was attributable to the impact of the Sale-Leaseback Agreements on depreciation.



Interest Expense, net



In Fiscal Year 2005,
interest expense, net decreased $7.9 million, or 24.6% when compared with Fiscal Year 2004. This decrease is primarily the result of lower principal amounts in Fiscal Year 2005 and lower interest rates under the Credit Agreement. Fiscal Year 2004
included approximately eight months of the greater indebtedness in our capital structure prior to the Merger.



Interest expense, net decreased $4.9 million, or 13.2%, in Fiscal Year 2004 compared with Fiscal Year 2003, primarily the result of lower principal
amounts and interest rates under the Credit Agreement.



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##### Table of Contents

Provision for Income Taxes



Total tax provision in Fiscal Year 2005 was $19.9 million, of which $14.8 million relates to discontinued operations. The
remaining amount represents $1.3 million for state and local taxes and $3.8 million for certain foreign taxes.



Fiscal Year 2005 taxable income includes amounts from book-to-tax differences related to discontinued operations. Some prior year net operating losses
will be utilized against the current year taxable income. We have net operating loss carryforwards of approximately $51.8 million from Fiscal Year 2005, $84.9 million from Fiscal Year 2004, $37.6 million from Fiscal Year 2003 and $23.8 million from
Fiscal Year 2002. The net operating loss carryforward of $51.8 million relates to certain restricted unrealized built-in losses in existence at the change of control date. The net operating losses will begin to expire in 2022. Net operating losses
and net unrealized built-in losses have certain restrictions when there is a change in control. Of these amounts, approximately $17.4 million of net operating losses will be utilized against current year taxable income. Consequently, at the change
of control date, there was a valuation allowance against all net deferred tax assets including any net operating losses. This valuation allowance has been adjusted to intangibles in the amount of $9.2 million. We have a valuation allowance as of
July 3, 2005 totaling $180.2 million against the net deferred tax asset related to net operating losses and future deductible temporary items on which management believes we will not realize the benefits based on the more likely than
not criteria of Statement of Financial Accounting Standards (SFAS) No. 109 Accounting for Income Taxes.



Net Income (Loss)



Net loss in Fiscal Year 2005 totaled $10.7 million compared with a $66.8 million loss in Fiscal Year 2004. The decrease in the loss is primarily
attributable to the changes discussed above as well as the recognition of the gain on the disposal of our United Kingdom and Australian bowling centers of $20.0 million. In Fiscal Year 2005, we also recognized a $4.2 million gain related to a
negotiated termination of the license from the City of Paris, France to operate a bowling center on public land in Paris. We also received $4.3 million in consideration in the termination of a lease in the U.S. These increases were partially offset
by increases in operating expenses primarily attributable to an increase in rent of $19.3 million as a result of the Sale-Leaseback Agreements in Fiscal Year 2005. The income contributed from our discontinued operations increased by $2.0 million in
Fiscal Year 2005. Additionally, in Fiscal Year 2005, we incurred expenses of $6.5 million related to strategic initiatives, $0.7 million for fees related to the Second Amendment to the Credit Agreement (the Second Amendment), $1.2
million in connection with losses related to a forward exchange contract, $2.0 million related to management fees and $0.4 million related to actions alleging violations of federal legislation involving unsolicited communications. The loss incurred
in Fiscal Year 2004 was primarily attributable to expenses totaling $36.2 million related to the Merger, as well as a loss on the extinguishment of debt of $35.3 million.



Net loss in Fiscal Year 2004 was $66.8 million compared with net income of $3.4 million in Fiscal Year 2003. This decrease
was primarily attributable to costs totaling $36.2 million incurred in Fiscal Year 2004 related to the Merger, as well as a loss on the extinguishment of debt of $26.5 million in prepayment penalties and the write-off of $8.8 million in deferred
financing costs related to the tender of the then outstanding 13% Senior Subordinated Notes due September 2008 (the Old Subordinated Notes). Additionally, we incurred a charge of $0.6 million related to severance for our former chief
executive officer. These increases were partially offset by the decrease in depreciation and amortization discussed above.



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Performance by Business Segment



Centers



While Centers results reflect worldwide bowling centers operations, the results of operations for the centers in the United Kingdom and Australia have
been reported as discontinued operations for all periods presented and are not included in the tables or discussion below. To facilitate a meaningful comparison, the continuing center results reflect 367 centers (352 U.S. Centers and 15
international centers). Continuing centers include all constant centers that have been in operation two full fiscal years as of July 3, 2005 as well as any new centers opened in that same period.



|                                             |  |             |        |          |   |        |  |   |       
|-------------------------------------------- |  | ----------- | ------ | -------- | - | ------ |  | - | ------
|                                             |  | Fiscal Year
|(In millions)                                |  | 2005        |        | 2004 (a) |   | 2003  
|Centers (b):                                 |  |             |        |          |   |        |  |   |       
|Operating revenue                            |  | $           | 458.4  |          | $ | 463.8  |  | $ | 477.8 
|Cost of goods sold                           |  |             | 44.0   |          |   | 48.1   |  |   | 45.0  
|Bowling center operating expenses            |  |             | 346.3  |          |   | 331.8  |  |   | 312.0 
|Depreciation and amortization                |  |             | 37.3   |          |   | 42.4   |  |   | 63.6  
|Restructuring, refinancing and other charges |  |             | 10.0   |          |   | 0.8    |  |   | 1.1   
|                                             |  |             |        |          |   |        |  |   |       
|Operating income                             |  | $           | 20.8   |          | $ | 40.7   |  | $ | 56.1  
|                                             |  |             |        |          |   |        |  |   |       
|Selected data:                               |  |             |        |          |   |        |  |   |       
|Number of centers, end of period             |  |             | 367    |          |   | 386    |  |   | 394   
|Number of lanes, end of period               |  |             | 14,049 |          |   | 14,779 |  |   | 15,057
|                                             |  |             |        |          |   |        |  |   |       



|(a) | Fiscal Year 2004 is unaudited.
|--- | ------------------------------



|(b) | Before intersegment eliminations.
|--- | ---------------------------------



The three principal sources of revenue and the percentage of each to total revenue are presented below:



|                  |  |             |   |  |      |   |  |      |  
|----------------- |  | ----------- | - |  | ---- | - |  | ---- | -
|                  |  | Fiscal Year |  
|                  |  | 2005        |   |  | 2004 |   |  | 2003 |  
|Revenue:          |  |             |   |  |      |   |  |      |  
|Bowling           |  | 58.2        | % |  | 58.4 | % |  | 58.5 | %
|Food and beverage |  | 27.3        |   |  | 27.6 |   |  | 27.4 |  
|Ancillary sources |  | 14.5        |   |  | 14.0 |   |  | 14.1 |  



Fiscal Year 2005 compared with
Fiscal Year 2004



Centers operating revenue for Fiscal
Year 2005 decreased $5.4 million, or 1.2%, as compared with Fiscal Year 2004. This decrease is a result of a decline in revenue of $12.8 million attributable to closing 28 bowling centers since the beginning of Fiscal Year 2004. Offsetting this
decrease is an increase in U.S. continuing center revenue of $6.9 million, or 1.6%, primarily due to an increase in open play lineage as well as an increase in U.S. continuing centers average price per game. An increase in food and
ancillary sources revenue also contributed to the offset.



Bowling center operating expenses increased $14.5 million, or 4.4%. This increase is primarily attributable to an increase in U.S. continuing center operating expenses of $17.4 million, or 5.8%, of which $19.3 million is attributable to an
increase in rent as a result of the Sale-Leaseback Agreements. Excluding the impact of the increase in rent expense, U.S. continuing center operating expenses increased approximately 0.7% primarily the result of increased payroll, maintenance and
supplies expense, and insurance expense. Additionally, Centers recorded a charge of $0.4 million in Fiscal Year 2005 and $0.6 million in Fiscal Year 2004 related to legal actions alleging unsolicited communications. In Fiscal Year 2004, Centers
recognized $1.4 million related to casualty gains. Offsetting these increases was a decrease in operating expenses of $0.5 million due to closed bowling



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##### Table of Contents

centers. Additionally, costs of $13.1 million were incurred in connection with the Merger in Fiscal Year 2004. In Fiscal Year 2005 Centers recognized $1.1
million related to losses on disposals of fixed assets compared to $0.7 million related to gains on disposals of fixed assets in Fiscal Year 2004. As a percentage of revenue, Centers operating expenses were 75.5% in Fiscal Year 2005 and 71.5% in
Fiscal Year 2004.



Depreciation and amortization decreased $5.1
million, or 12.0%, primarily attributable to a decrease in depreciation of $10.7 million resulting from machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. Additionally, a decrease of $2.5 million is a result of the
Sale-Leaseback Agreements and $1.5 million is attributable to closed centers. These decreases were partially offset by an increase in depreciation of $5.4 million primarily attributable to adjustments made a result of the application of purchase
method accounting related to the Merger.



Operating income was
$20.8 million in Fiscal Year 2005 versus operating income of $40.7 million in Fiscal Year 2004 primarily due to the decrease in revenue as well as the increase in operating expenses partially offset by the decrease in depreciation and amortization
as discussed above. Centers recorded charges related to asset impairment resulting for center closures of $10.0 million in Fiscal Year 2005 compared with $0.8 million in Fiscal Year 2004. Additionally, $4.6 million in cost of sales adjustments were
incurred in Fiscal Year 2004 in conjunction with the application of purchase method accounting.



Fiscal Year 2004 compared with Fiscal Year 2003



Centers operating revenue decreased $14.0 million, or 2.9% compared with the prior year. U.S. continuing center revenue decreased $5.3 million, or 1.2%, primarily the result of a decrease in lineage. Also contributing
to this decrease is a decline in revenue of $8.9 million attributable to the closure of 22 bowling centers since June 30, 2002.



Bowling center operating expenses increased $19.8 million, or 6.3%. U.S. continuing center operating expense increased $26.2 million, or 9.2%, primarily
attributable to $13.1 million in expenses incurred related to the Merger and $10.0 million of additional rent expense associated with the Sale-Leaseback Agreements. Additionally, U.S. continuing center operating expenses increased $2.0 million due
to an increase in payroll expense. International continuing center expenses increased $1.2 million, or 7.4%, primarily attributable to an unfavorable foreign exchange rate variance of $0.7 million and increases in payroll expense. These increases
were partially offset by a decrease in operating expenses as a result of closed centers of $7.6 million. Additionally, U.S. centers recognized $1.5 million related to gains on casualty losses and $0.7 million related to gains on disposals of fixed
assets. Severance for the former U.S. centers chief operating officer totaling approximately $0.3 million is included within payroll. U.S. centers also includes a charge totaling $0.6 million related to actions alleging unsolicited communications.
As a percentage of revenue, operating expenses were 71.5% in Fiscal Year 2004 and 65.3% in Fiscal Year 2003.



Depreciation and amortization decreased $21.2 million, or 33.3%, primarily attributable to a decrease in U.S. centers depreciation expense as machinery
and equipment acquired in 1996 became fully depreciated and due to center closures there are 22 less centers when compared with the prior fiscal year. Additionally, $2.9 million of the decrease was due to the impact of the Sale-Leaseback Agreements
on depreciation.



Operating income decreased $15.4 million, or
27.5%, compared with Fiscal Year 2003 primarily due to the increase in operating expenses partially offset by the decrease in depreciation and amortization. In Fiscal Year 2004, Centers incurred a $4.6 million increase in cost of sales in
conjunction with the application of purchase method accounting. Additionally, Centers recorded charges related to asset impairment resulting from center closures of $0.8 million and $1.1 million, in Fiscal Year 2004 and 2003, respectively.



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Products



|                                            |  |             |       |   |          |   |       |      |  |   |       |  
|------------------------------------------- |  | ----------- | ----- | - | -------- | - | ----- | ---- |  | - | ----- | -
|                                            |  | Fiscal Year |      
|(In millions)                               |  | 2005        |       |   | 2004 (a) |   |       | 2003 | 
|Products (b):                               |  |             |       |   |          |   |       |      |  |   |       |  
|Operating revenue                           |  | $           | 135.7 |   |          | $ | 125.9 |      |  | $ | 110.6 |  
|Cost of goods sold                          |  |             | 102.7 |   |          |   | 100.9 |      |  |   | 87.1  |  
|                                            |  |             |       |   |          |   |       |      |  |   |       |  
|Gross profit                                |  |             | 33.0  |   |          |   | 25.0  |      |  |   | 23.5  |  
|Selling, general and administrative charges |  |             | 24.0  |   |          |   | 20.6  |      |  |   | 21.2  |  
|Asset impairment                            |  |             | 1.5   |   |          |   |      |      |  |   |      |  
|Depreciation and amortization               |  |             | 6.9   |   |          |   | 5.8   |      |  |   | 5.7   |  
|                                            |  |             |       |   |          |   |       |      |  |   |       |  
|Operating income (loss)                     |  | $           | 0.6   |   |          | $ | (1.4  | )    |  | $ | (3.4  | )
|                                            |  |             |       |   |          |   |       |      |  |   |       |  
|Selected data:                              |  |             |       |   |          |   |       |      |  |   |       |  
|Gross profit margin                         |  |             | 24.3  | % |          |   | 19.9  | %    |  |   | 21.2  | %
|                                            |  |             |       |   |          |   |       |      |  |   |       |  



|(a) | Fiscal Year 2004 is unaudited.
|--- | ------------------------------



|(b) | Before intersegment eliminations.
|--- | ---------------------------------



Fiscal Year 2005 compared with Fiscal Year 2004



Products operating revenue increased $9.8 million, or 7.8%, primarily attributable to increased revenue in the U.S., Mexico and Europe of $5.9 million,
$1.8 million and $1.3 million, respectively. Sales to Centers increased 26.8% to $25.5 million primarily attributable to an increase in intercompany pricing and the volume of sales.



Gross profit increased $8.0 million, or 32.0%. The gross profit margin was 24.3% in Fiscal Year 2005 compared with 19.9% in
Fiscal Year 2004. The increased margin percentage was primarily attributable to an increase in pricing on sales to Centers. Additionally, in Fiscal Year 2004, we incurred cost of sales adjustments of $2.3 million in conjunction with the Merger.



Products selling general and administrative expenses increased
$3.4 million, or 16.5% compared with Fiscal Year 2004. In Fiscal Year 2005, Products incurred $3.2 million of expenses that were previously recorded at Worldwide and $0.4 million of expenses that were previously recorded at our United Kingdom
bowling center operations. In Fiscal Year 2005, Products also incurred $0.6 million in expenses related to the Joint Venture transaction. Additionally, Products had increases in advertising, payroll and legal expenses. These increases were partially
offset by the recognition of $0.7 million in gains associated with the disposal of two Products branches.



Depreciation and amortization increased $1.1 million, or 19.0%, primarily due to adjustments made as a result of the application of purchase price
accounting related to the Merger.



Operating income was $0.6
million in Fiscal Year 2005 compared with a loss of $1.4 million in Fiscal Year 2004. The increase in operating income is primarily due to the increase in revenue partially offset by the increases in selling, general and administrative expenses and
depreciation and amortization as discussed above. Additionally, Products recorded charges of $1.5 million related to asset impairment arising from certain cancelled capital projects within the scoring product line of Products.



Fiscal Year 2004 compared with Fiscal Year 2003



Products operating revenue increased $15.3 million, or 13.8%. The increase
in the NCP market had a favorable impact on results. During Fiscal Year 2004, Products recorded NCP shipments of 918 units compared with 877 shipments in Fiscal Year 2003. Revenue in Japan increased $7.4 million as a result of increased demand in
the Japanese market. Additionally, revenue increased $6.0 million in the U.S. as a result of stronger demand and a new



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product introduction. Revenue also increased in Europe by $1.3 million, primarily the result of increased sales as well as favorable exchange rate variances.



Gross profit increased by $1.5 million, or 6.4%. The gross
profit margin was 19.9% in Fiscal Year 2004 compared with 21.2% in Fiscal Year 2003. The decreased margin was primarily attributable to a $2.3 million increase in cost of sales in conjunction with the application of purchase method accounting.



Products selling, general and administrative expenses
decreased $0.6 million, or 2.8%, compared with Fiscal Year 2003. This decrease is primarily attributable to a decrease in bad debt expenses.



Depreciation and amortization increased $0.1 million, or 1.8%, primarily due to adjustments related to the application of purchase method accounting.



Operating loss for Fiscal Year 2004 was $1.4 million compared
with an operating loss of $3.4 million in Fiscal Year 2003. The decrease in the operating loss is primarily attributable to the increase in revenue as discussed above which was partially offset by the cost of sales adjustment of $2.3 million.



Financial Condition



General



We have $78.6 million in term loans (the Term Loan) under our Credit Agreement which also provides an aggregate
revolving loan commitment of $40.0 million (the Revolver).



We generally rely on cash flow from operations and borrowings under the Revolver to fund our liquidity and capital expenditure needs. Our ability to repay our indebtedness will depend on future performance, which is subject to general
economic, financial, competitive, legislative, regulatory and other factors. Management believes that available cash flow from operations and borrowings under the Revolver will be sufficient to fund its liquidity and capital expenditure needs.



Both the Credit Agreement and our indenture dated
February 27, 2004 (the Indenture) contain certain restrictive covenants, including covenants requiring the achievement of certain financial covenants and maximum levels of capital expenditures. We are in compliance with the
covenants as of July 3, 2005.



Liquidity



As of the end of Fiscal Year 2005, working capital was $28.1 million
compared with a working capital deficit of $15.5 million at the end of Fiscal Year 2004. Excluding assets held for sale, working capital was $23.9 million at the end of Fiscal Year 2005. This change was primarily attributable to an increase in cash
of $32.5 million, a result of the proceeds received from the sale of our United Kingdom and Australian bowling center operations, a decrease in the current portion of long-term debt and a lesser amount of long-term debt during the last four months
following of the Merger.



In June 2005, we entered into the
Second Amendment that among other things, provided us with the ability to add a synthetic letter of credit facility that will allow the issuance of up to $20.0 million of letters of credit, amended certain definitions and covenants to permit certain
business combinations and amended certain of the existing financial covenants. The Second Amendment also permitted the investment in the Joint Venture.



On February 8, 2005, the board of directors of Worldwide (the Board) approved a dividend of approximately $46.8 million to Kingpin
Intermediate Corp., which is our sole shareholder. Under our Credit Agreement and Indenture, subject to certain restrictions and conditions, we may distribute up to 35% of the Net Cash Proceeds (as defined in the Indenture and the Credit Agreement)
from the sale of certain International Operations (as defined in the Indenture and the Credit Agreement). The payment of a dividend is prohibited if the announcement or paying of the dividend results in a change in outlook or downgrading of the
Subordinated Notes by Moodys or Standard & Poors. As a condition to



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paying a dividend, the Indenture also requires us to first make an offer to purchase to the holders of our Subordinated Notes with an aggregated principal
amount equal to 35% of such net cash proceeds at a price equal to 102% of the aggregate principal amount being purchased. On February 11, 2005, we made an offer to purchase approximately $46.8 million of Subordinated Notes at 102% and
approximately $0.1 million were repurchased at the close of the offer period on March 11, 2005. However, due to a change in our credit rating outlook by a credit rating agency and a down grade by another agency, the Company did not pay the
dividend. Subject to the terms and conditions of the Credit Agreement and Indenture, the Company may pay the dividend in the future.



As of June 27, 2004, working capital deficit was $15.5 million compared with a working capital deficit of $10.4 million at June 29, 2003, an
increase in the deficit of $5.1 million. This change was primarily attributable to a decrease in cash due to expenses incurred in connection with the Merger partially offset by a decrease in the current portion of long-term debt outstanding as a
result of the Merger.



Operating Cash Flow



|                                         |  |             |       |   |          |   |       |      |  |   |       |  
|---------------------------------------- |  | ----------- | ----- | - | -------- | - | ----- | ---- |  | - | ----- | -
|                                         |  | Fiscal Year |      
|(In millions)                            |  | 2005        |       |   | 2004 (a) |   |       | 2003 | 
|Cash flows from operating activities:    |  |             |       |   |          |   |       |      |  |   |       |  
|Before changes in assets and liabilities |  | $           | 50.1  |   |          | $ | (0.4  | )    |  | $ | 69.8  |  
|Working capital                          |  |             | 23.9  |   |          |   | (15.5 | )    |  |   | (10.4 | )
|Discontinued operations                  |  |             | (22.6 | ) |          |   | 5.1   |      |  |   | 5.3   |  
|Other changes                            |  |             | (28.4 | ) |          |   | 4.5   |      |  |   | 13.7  |  
|                                         |  |             |       |   |          |   |       |      |  |   |       |  
|Total                                    |  | $           | 23.0  |   |          | $ | (6.3  | )    |  | $ | 78.4  |  
|                                         |  |             |       |   |          |   |       |      |  |   |       |  



|(a) | Fiscal Year 2004 is unaudited.
|--- | ------------------------------



Net cash provided by operating activities was $23.0 million in Fiscal Year 2005 compared with net cash used in operating activities of $6.3 million in
Fiscal Year 2004. This change is primarily the result of a decrease in the loss from continuing operations of $38.6 million and an increase in impairment of assets of $10.7 million. These increases were partially offset by negative variances as a
result of the Merger including the write-off of $8.8 million in deferred financing costs and non-cash purchase method accounting adjustments of $8.7 million.



Net cash used in operating activities was $6.3 million in Fiscal Year 2004 compared with net cash provided by operating activities of $78.4 million in
Fiscal Year 2003, a decrease of $84.7 million. This decrease is primarily the result of an increase in the loss from continuing operations of $69.9 million, decreased depreciation and amortization expense of $20.6 million and a $1.5 million gain on
casualty loss recognized in Fiscal Year 2004. These decreases were partially offset by increases in cash flow as a result of the Merger including a write-off of $8.8 million in deferred financing costs and non-cash purchase method accounting
adjustments of $8.7 million.



Investing



|                                                 |  |             |       |   |          |   |       |      |  |   |       |  
|------------------------------------------------ |  | ----------- | ----- | - | -------- | - | ----- | ---- |  | - | ----- | -
|                                                 |  | Fiscal Year |      
|(In millions)                                    |  | 2005        |       |   | 2004 (a) |   |       | 2003 | 
|Cash flows from investing activities:            |  |             |       |   |          |   |       |      |  |   |       |  
|Purchases of property and equipment              |  | $           | (41.7 | ) |          | $ | (40.2 | )    |  | $ | (31.6 | )
|Proceeds from the sale of property and equipment |  |             | 4.7   |   |          |   | 4.6   |      |  |   | 1.2   |  
|Proceeds from the Sale-Leaseback Agreements      |  |             |      |   |          |   | 254.0 |      |  |   |      |  
|Proceeds from sale of subsidiaries               |  |             | 114.6 |   |          |   |      |      |  |   |      |  
|Other                                            |  |             |      |   |          |   |      |      |  |   | 0.1   |  
|                                                 |  |             |       |   |          |   |       |      |  |   |       |  
|Total                                            |  | $           | 77.6  |   |          | $ | 218.4 |      |  | $ | (30.3 | )
|                                                 |  |             |       |   |          |   |       |      |  |   |       |  



|(a) | Fiscal Year 2004 is unaudited.
|--- | ------------------------------



Net cash provided by investing activities was $77.6 million in Fiscal Year 2005 compared with net cash provided by investing activities of $218.4 million
in Fiscal Year 2004. In Fiscal Year 2005, we received



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approximately $114.6 million related to the sale of our bowling centers in the United Kingdom and Australia. In Fiscal Year 2004, we received proceeds of
$254.0 million related to the Sale-Leaseback Agreements in connection with the Merger.



Net cash provided by investing activities was $218.4 million in Fiscal Year 2004 compared with net cash used in investing activities of $30.3 million in Fiscal Year 2003. In Fiscal Year 2004, we received proceeds of
$254.0 million related to the Sale-Leaseback Agreements. Additionally, we received $4.6 million related to proceeds from the sale of property and equipment in Fiscal Year 2004 compared with $1.2 million in Fiscal Year 2003. These increases in cash
flows were partially offset by an increase in Centers expenditures, primarily related to capital improvements and an investment in a new point-of-sale system for U.S. Centers.



Financing



|                                         |  |             |       |   |          |   |        |      |  |   |       |  
|---------------------------------------- |  | ----------- | ----- | - | -------- | - | ------ | ---- |  | - | ----- | -
|                                         |  | Fiscal Year |      
|(In millions)                            |  | 2005        |       |   | 2004 (a) |   |        | 2003 | 
|Cash flows from financing activities:    |  |             |       |   |          |   |        |      |  |   |       |  
|Borrowings (repayments) of debt, net     |  | $           | (82.5 | ) |          | $ | (127.2 | )    |  | $ | (25.8 | )
|Payments under capital lease obligations |  |             | (1.4  | ) |          |   | (0.5   | )    |  |   | (0.2  | )
|Deferred financing costs                 |  |             |      |   |          |   | (22.0  | )    |  |   |      |  
|Dividends paid                           |  |             |      |   |          |   | (250.3 | )    |  |   |      |  
|Equity investment                        |  |             |      |   |          |   | 133.7  |      |  |   |      |  
|Other                                    |  |             |      |   |          |   | (0.9   | )    |  |   |      |  
|                                         |  |             |       |   |          |   |        |      |  |   |       |  
|Total                                    |  | $           | (83.9 | ) |          | $ | (267.2 | )    |  | $ | (26.0 | )
|                                         |  |             |       |   |          |   |        |      |  |   |       |  



|(a) | Fiscal Year 2004 is unaudited.
|--- | ------------------------------



Net cash used in financing activities was $83.9 million in Fiscal Year 2005 compared with net cash used in financing activities of $267.2 million in
Fiscal Year 2004. This decrease is primarily the result of the satisfaction of the Old Subordinated Notes and our former senior secured credit agreement in Fiscal Year 2004. In Fiscal Year 2005, we made payments of $56.4 million on our Term Loan.
Additionally, we repurchased and cancelled $26.1 million of our Subordinated Notes. In Fiscal Year 2004, we paid dividends of $250.3 million and received a net equity investment of $133.7 million from the Equity Investors in connection with the
Merger.



Net cash used in financing activities was $267.2
million in Fiscal Year 2004 compared with net cash used in financing activities of $26.0 million in Fiscal Year 2003. This increase is primarily the result of the satisfaction of the Old Subordinated Notes and the Old Credit Agreement. Additionally,
we paid dividends of $250.3 million in connection with the Merger. We also received a net equity investment of $133.7 million from the Equity Investors in connection with the Merger.



Capital Resources



The following table shows our debt balance at the end of Fiscal Year 2005 (July 3, 2005) and Fiscal Year 2004 (June 27, 2004):



|                                     |  |             |       |              |   |      
|------------------------------------ |  | ----------- | ----- | ------------ | - | -----
|                                     |  | New Company
|(In millions)                        |  | July 3,2005 |       | June 27,2004
|Term Loan                            |  | $           | 78.6  |              | $ | 135.0
|Subordinated Notes, 10%, due 2010    |  |             | 123.9 |              |   | 150.0
|Revolver                             |  |             |      |              |   |     
|Mortgage note and capitalized leases |  |             | 2.3   |              |   | 3.8  
|                                     |  |             |       |              |   |      
|Total debt                           |  | $           | 204.8 |              | $ | 288.8
|                                     |  |             |       |              |   |      



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In September 2004, we entered into a First Amendment to Credit Agreement (the Amendment). The
Amendment, among other things, requires us to prepay loans and/or cash collateralize or pay certain letter of credit obligations under the Credit Agreement in an amount equal to 20% of the net cash proceeds from any sale, transfer or other
disposition of the assets or stock of certain of our foreign subsidiaries. The Amendment also permits us to redeem, purchase, prepay, retire, defease or otherwise acquire our Subordinated Notes for cash consideration that does not exceed 80% of net
cash proceeds from those sales of assets or stock of certain of our foreign subsidiaries within a specified period of time. During Fiscal Year 2005, we purchased $26.1 million of our Subordinated Notes.



In June 2005, we entered into the Second Amendment. The Second Amendment,
among other things, provided us with the ability to add a synthetic letter of credit facility that would allow the issuance of up to $20.0 million of letters of credit, amended certain definitions and covenants to permit certain business
combinations, amended certain of the existing financial covenants, added a minimum liquidity test with respect to certain capital expenditures and a net senior leverage ratio test and amended certain definitions relating to the requirement to make
mandatory excess cash flow prepayments to, among other things, exclude certain adjustments and expenses resulting from certain corporate transactions.



As of July 3, 2005, we had approximately $21.2 million available for borrowing under the Revolver, with no amounts outstanding and approximately
$18.8 million of issued but undrawn standby letters of credit. The Revolver continues to be available for our working capital and general corporate needs, subject to customary borrowing conditions. In addition, the Second Amendment provides us with
the ability to add a synthetic letter of credit.



In October
2004, we made a required repayment under our Credit Agreement of approximately $16.1 million due to the sale of our bowling center operations in the United Kingdom, property sales in Australia and a termination of a license to operate a bowling
center on public land in Paris. Additionally, in December 2004, we made a voluntary repayment under our Credit Agreement of approximately $30.0 million. In February 2005, we made a required repayment of $8.7 million related to the sale of our
bowling center operations in Australia. These repayments were applied to the Term Loan. Under the Credit Agreement, these non-scheduled repayments are applied ratably to the remaining scheduled principal payments.



Both the Credit Agreement and the Indenture contain certain restrictive
covenants, including requiring the Company to achieve certain financial covenants and limiting capital expenditures. We are in compliance with the covenants as of July 3, 2005. There can be no assurance that we will continue to be in compliance
with these covenants.



During Fiscal Year 2005, we funded our
obligations primarily through cash flows from operations and borrowings under the Revolver. We made cash interest payments of $22.0 million.



During Fiscal Year 2004, we made cash interest payments of $32.5 million and paid $26.5 million in prepayment penalties on the Old Subordinated Notes.



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##### Table of Contents

Contractual Obligations



The table below includes certain significant contractual obligations as of July 3, 2005. This table should be read in conjunction with Note
8. Long-Term Debt and Note 12. Commitments and Contingencies in the Notes to Consolidated Financial Statements.



|                                |  |                        |       |                |   |          |  |          |       |                 |   |       |  |   |      
|------------------------------- |  | ---------------------- | ----- | -------------- | - | -------- |  | -------- | ----- | --------------- | - | ----- |  | - | -----
|                                |  | Payments due by period
|(In millions)                   |  | Total                  |       | Lessthan 1year |   | 1-3years |  | 3-5years |       | Morethan 5years
|Long-term debt obligations      |  | $                      | 202.5 |                | $ | 0.8      |  | $        | 1.4   |                 | $ | 200.3 |  | $ |     
|Capital lease obligations       |  |                        | 0.4   |                |   | 0.3      |  |          | 0.1   |                 |   |      |  |   |     
|Operating lease obligations     |  |                        | 674.6 |                |   | 47.5     |  |          | 86.4  |                 |   | 77.6  |  |   | 463.1
|Purchase obligations            |  |                        | 35.0  |                |   | 5.0      |  |          | 10.0  |                 |   | 10.0  |  |   | 10.0 
|Other long-term liabilities (a) |  |                        | 11.3  |                |   | 2.0      |  |          | 4.0   |                 |   | 4.0   |  |   | 1.3  
|                                |  |                        |       |                |   |          |  |          |       |                 |   |       |  |   |      
|Total                           |  | $                      | 923.8 |                | $ | 55.6     |  | $        | 101.9 |                 | $ | 291.9 |  | $ | 474.4
|                                |  |                        |       |                |   |          |  |          |       |                 |   |       |  |   |      



|(a) | Other long-term liabilities represent annual payments to be made to CHS in accordance with the management agreement we entered into following the Merger.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Asset Sales



From time to time, we will sell real estate on which a bowling center is or was operated either in connection with its
closing or in response to an attractive offer to buy the property.



During Fiscal Year 2005, we sold the land and buildings associated with four bowling centers in the U.S. for net proceeds of $3.4 million and losses of $0.5 million and received $4.3 million in consideration for the termination of a lease
for premises on which we operated a bowling center. In addition, we terminated our license with the City of Paris, France to operate a bowling center and received $4.5 million.



On September 30, 2004, we sold 33 bowling centers in the United Kingdom for approximately $69.9 million. During
calendar year 2004, we closed five bowling centers in Australia and sold the real estate. On February 8, 2005, we sold our 42 remaining operating bowling centers in Australia for approximately $44.7 million. We no longer have bowling center
operations in the United Kingdom or Australia.



Equipment Sale Repurchase
Agreements and Operating Lease Guarantees



In connection
with certain equipment sales, AMF Products offers to certain lenders and leasing companies outside of the U.S. an equipment repurchase agreement. The repurchase price under such agreements is calculated to equal a portion of the debt incurred by
customers to finance the purchase of the equipment. Our aggregate amount of exposure related to equipment repurchase agreements is approximately $4.7 million at the end of Fiscal Year 2005. If a customer defaults under an equipment loan or lease,
AMF Products may be requested to repurchase the equipment from the lender or leasing company and would be at risk for the difference of the repurchase price paid to the lender or leasing company and the amount AMF Products could realize in
re-selling the equipment.



The obligations under the repurchase
agreements that were incurred prior to July 2, 2001 (the Petition Date) were impaired under the Plan. Management has taken the position that the beneficiaries of such agreements are only entitled to their distributions as unsecured
creditors of the Company under the Plan.



Our exposure under
equipment repurchase agreements entered into after the Petition Date is $4.6 million the end of Fiscal Year 2005. This amount includes 21 equipment repurchase agreements that have been entered into since the



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Petition Date. We believe we can realize approximately $7.0 million upon the sale of the equipment if it was required to perform under such agreements,
leaving us with no net exposure. While there can be no assurance as to the timing, such equipment sales would occur in the normal course of business.



Effective January 1, 2003, we adopted the provisions of FASB Interpretation No. 45 Guarantors Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others, which require us to record the fair value of any equipment sale repurchase agreements executed or modified after December 31, 2002. Since this adoption, we have
entered into repurchase agreements which resulted in a liability of approximately $0.2 million related to the guarantees at fair value.



Capital Expenditures



|              |  |             |      |   |          |   |      |  |   |     
|------------- |  | ----------- | ---- | - | -------- | - | ---- |  | - | ----
|              |  | Fiscal Year
|(In millions) |  | 2005        |      |   | 2004 (a) |   | 2003
|Centers       |  | $           | 39.3 |   |          | $ | 36.7 |  | $ | 27.8
|Products      |  |             | 2.1  |   |          |   | 1.3  |  |   | 1.5 
|Corporate     |  |             | 2.3  |   |          |   | 2.2  |  |   | 2.3 
|Eliminations  |  |             | (2.0 | ) |          |   |     |  |   |    
|              |  |             |      |   |          |   |      |  |   |     
|Total         |  | $           | 41.7 |   |          | $ | 40.2 |  | $ | 31.6
|              |  |             |      |   |          |   |      |  |   |     



|(a) | Fiscal Year 2004 is unaudited.
|--- | ------------------------------



Capital expenditures increased $1.5 million in Fiscal Year 2005 compared with Fiscal Year 2004 primarily due to increased Centers expenditures, related to
capital improvements targeted to enhance the appearance of our bowling centers to our customers. Due to the pricing increases between Products and Centers, Fiscal Year 2005 includes an intercompany profit elimination of $2.0 million. Capital
expenditures are funded from cash generated from operations. We currently expect to have between $41.0 million and $44.0 million in capital expenditures in Fiscal Year 2006. Maintenance capital expenditures during fiscal year 2006 are expected to be
consistent with prior fiscal years.



Capital expenditures
increased $8.6 million in Fiscal Year 2004 compared with Fiscal Year 2003 primarily due to increased Centers expenditures related to improvements targeted to enhance the appearance of our bowling centers to our customers and an investment in a new
point-of-sale system for U.S. centers.



Seasonality and Market Development
Cycles



U.S. centers constant center revenue for the four
quarters of Fiscal Year 2005 and the percentage of the total for each of the four quarters are shown below:



|              |  |                   |      |   |                  |   |       |               |  |   |             |   |  |   |      |  
|------------- |  | ----------------- | ---- | - | ---------------- | - | ----- | ------------- |  | - | ----------- | - |  | - | ---- | -
|              |  | Quarter ended     |     
|(In millions) |  | September 26,2004 |      |   | December 26,2004 |   |       | March 27,2005 |  |   | July 3,2005 |  
|Total Revenue |  | $                 | 85.2 |   |                  | $ | 112.2 |               |  | $ | 134.7       |   |  | $ | 95.9 |  
|% of total    |  |                   | 20   | % |                  |   | 26    | %             |  |   | 32          | % |  |   | 22   | %



Our Centers business
is seasonal, primarily due to the bowling league season that begins in late summer and ends in mid spring. Cash flow from operations typically peaks in the winter and is lower in the summer.



Products sales are also seasonal, most notably in Modernization and Consumer
Products in the U.S. While U.S. bowling center operators purchase spare parts, supplies and consumer products throughout the year, they often place larger orders during the late spring and early summer in preparation for the start of league play in
the late summer. Summer is also generally the peak period for installation of modernization equipment in the U.S. Operators in the U.S. typically sign purchase orders for modernization equipment during the spring, which is then shipped and installed
during the summer when U.S. bowling centers usually have fewer bowlers.



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Off-Balance Sheet Arrangements



See Note 12. Commitments and Contingencies in the Notes to Consolidated Financial Statements for a discussion of
our lease commitments, including our commitments under the Sale-Leaseback Agreements. We use these off-balance sheet arrangements to lower our cost of financings.



International Operations



Our international operations are subject to the usual risks inherent in operating internationally, including, but not limited to, currency exchange rate
fluctuations, economic and political instability, other disruption of markets, restrictive laws, actions by foreign governments, difficulty in obtaining distribution and support for products, and foreign tax law changes. In addition, local currency
devaluation negatively impacts the translation of operating results from our international bowling centers. Since we have sold our bowling center operations in the United Kingdom and Australia, management believes that, excluding our investment in
the Joint Venture, our international operations may be less subject to the risks inherent in operating internationally.



Impact of Inflation



We historically offset the impact of inflation through price increases. Periods of high inflation could have a material adverse impact on us to the extent
that increased borrowing costs for floating rate debt may not be offset by increases in cash flow. There was no significant impact on our operations as a result of inflation during Fiscal Year 2005, Fiscal Year 2004 or Fiscal Year 2003.



Recent Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R) which requires all share-based payments to employees, including grants of employee stock options, be recognized in the income
statement based on their grant date fair values. Pro forma disclosure of stock option expense will no longer be permitted. The cost will be recognized over the requisite service period that an employee must provide to earn the award (i.e. usually
the vesting period). For the Company, SFAS 123R is effective as of the beginning of fiscal year 2007. The Company is still evaluating the impact of adopting SFAS 123R and the choice of adoption methods.



Critical Accounting Policies



Our significant accounting policies are summarized in Note 3.
Significant Accounting Policies in the Notes to Consolidated Financial Statements, which have been prepared in accordance with GAAP. In preparing the consolidated financial statements, GAAP requires management to select and apply accounting
policies that involve estimates and judgment. The following accounting policies may require a higher degree of judgment or involve amounts that could have a material impact on the consolidated financial statements. The development and selection of
the critical accounting policies, and the related disclosure below have been reviewed with the Audit Committee of the board of directors of Kingpin Holdings. Management expects that it will review in fiscal year 2006 its selection of critical
accounting policies after contribution of the Products business to the Joint Venture.



Allowance for Doubtful Accounts



Products maintains an allowance for doubtful accounts for estimated losses resulting from the failure of customers to make payment. Management determines the allowance based upon an evaluation of individual accounts, aging of the portfolio,
issues raised by customers that may suggest non payment, historical experience and/or the current economic environment. A substantial portion of the allowance relates to the sale of NCP packages to international customers. If the financial condition
of individual customers or countries in which Products operates or the general worldwide economy were to vary materially from the assumptions made by management, the allowance may require adjustment in the future. Products evaluates the adequacy of
the allowance on a regular basis, modifying, as necessary, its assumptions, updating its record of historical experience and adjusting reserves as appropriate.



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Impairment of Long-Lived Assets



We assess the impairment of long-lived assets when events or changes in circumstances indicate that the carrying value of
the assets or the asset grouping may not be recoverable. Factors that are considered in deciding when to perform an impairment review include significant under-performance of a center or product line in relation to expectations, significant negative
industry or economic trends, and significant changes or planned changes in the use of the assets. As a result, we regularly close under-performing centers. Recoverability of an asset that will continue to be used in operations is measured by
comparing the carrying amount of the asset with the related total future net cash flows. If an assets carrying value is not recoverable through its cash flows, the asset is considered to be impaired. The impairment is measured by the
difference between the assets carrying amount and its fair value, based on the best information available, including market prices or a discounted cash flow analysis.



Inventory Obsolescence



As we monitor working capital (defined as current assets minus current liabilities), net inventory represents approximately 22% of our current assets
(excluding discontinued operations). Products evaluates the levels, composition and salability of its inventory on a regular basis. The evaluations include assumptions regarding potential sales of such inventory, estimated time periods over which
such sales might take place and assessment of the potential usability of such inventory in future production. Products modifies, as necessary, its assumptions, updates its record of historical experience and adjusts its reserves as appropriate.



Equipment Warranties



Warranty expense is an indicator of product quality and handling. Products
sells capital equipment where warranty and after sale service are very important to the customer. Products generally warrants all new products for one year and maintains an estimated reserve for future warranty obligations. The reserve is determined
based on prior warranty experience. If future warranty experience were to vary materially, management would review the reserve and make any appropriate adjustment. Products evaluates the adequacy of the reserve on a regular basis, modifying as
necessary, its assumptions, updating its record of historical experience and adjusting its reserves as appropriate.



Self Insurance, Litigation and Claims



We self-insure certain risks up to established limits, including general and product liability exposures, workers compensation, health care coverage, and
property damage. Other risks, such as litigation and claims relating to contractual disputes and employment issues, may not be covered by insurance. The reserves related to such self-insurance programs and to such other risks are determined based on
estimates of future settlements and costs of known and anticipated claims as well as on forces impacting the current economic environment. In the case of matters in litigation or involving threatened litigation, legal advice on our potential
liability and the potential for the award of damages is considered in making any estimate. We maintain systems to track and monitor these risks. If actual results were to vary materially from the assumptions, management would review the reserve and
make any appropriate adjustment. We evaluate the adequacy of these reserves on a regular basis, modifying, as necessary, our assumptions, updating our records of historical experience and adjusting reserves as appropriate.



Deferred Tax Assets



Management periodically reviews our gross deferred tax assets to determine
if it is more likely than not that such assets will be realized. Such periodic reviews include, among other things, the nature and amount of the tax income and expense items, the expected timing when certain assets will be used or liabilities will
be required to be reported, available tax planning strategies, and the reliability of profitability projections of businesses expected to provide future earnings. If after conducting such a review, management determines that the realization of the
tax asset does not meet the more likely than not criteria of SFAS No. 109, Accounting for Income Taxes, an offsetting valuation allowance is recorded, thereby reducing net earnings and the deferred tax asset in that
period. Due to our historical and expected future earnings from operations, management concluded that we more likely than not will not realize the benefit of certain deferred tax assets. If expectations for future performance, the timing
of deductibility of expenses, or tax statutes change in the future, we could decide to adjust the valuation allowance, which may increase or decrease income tax expense.



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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS



Certain matters discussed in this report contain forward-looking statements, which are statements other than historical
information or statements of current condition. Statements set forth in this report or statements incorporated by reference from documents filed with the SEC are or may be forward-looking statements, including possible or assumed future results of
our operations, including but not limited to:



| |  |  | any statements concerning:
| | - |  | --------------------------



| |  |  | the results of operations of our businesses;
| | - |  | --------------------------------------------



| |  |  | the results of our initiatives to improve our bowling centers operations and our business of manufacturing and selling bowling equipment;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amounts of capital expenditures needed to maintain or improve our bowling centers;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | our ability to comply with the financial covenants in our financing facilities and generate cash flow to service our indebtedness;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the continued availability of sufficient borrowing capacity or other financing to supplement cash flow and fund operations; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | the outcome of existing or future litigation;
| | - |  | ---------------------------------------------



| |  |  | any statements preceded by, followed by or including the words believes, expects, predicts, anticipates, intends,
estimates, should, may or similar expressions; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other statements contained or incorporated in this report that are not historical facts.
| | - |  | ----------------------------------------------------------------------------------------



These forward-looking statements relate to our plans and objectives or future operations. In light of the risks and
uncertainties inherent in all future projections and our financial position, the inclusion of forward-looking statements in this report should not be regarded as a representation by us that the objectives, projections or plans will be achieved. Many
factors could cause our actual results to differ materially from those in any forward-looking statements, including, but not limited to:



| |  |  | the popularity of bowling;
| | - |  | --------------------------



| |  |  | our ability to renew real estate leases;
| | - |  | ----------------------------------------



| |  |  | risks related to our foreign operations;
| | - |  | ----------------------------------------



| |  |  | our ability to retain and attract key employees;
| | - |  | ------------------------------------------------



| |  |  | our ability to successfully implement our business initiatives;
| | - |  | ---------------------------------------------------------------



| |  |  | our ability to complete the transactions necessary to form the Joint Venture and the timing of such transactions;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | our ability to generate the cash flow required to service our indebtedness and real estate leases;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | the continued decline in lineage and our difficulty in increasing lineage;
| | - |  | --------------------------------------------------------------------------



| |  |  | the seasonality of and effect of unusual weather on bowling center operations;
| | - |  | ------------------------------------------------------------------------------



| |  |  | the continued price pressure from the growth of lower cost, lower quality bowling products and readily available, low cost used equipment;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the potential adverse impact from changes in governmental regulations;
| | - |  | ----------------------------------------------------------------------



| |  |  | the impact of environmental laws and regulations relating to hazardous materials used in or resulting from our operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of anti-smoking legislation on bowling center operations;
| | - |  | --------------------------------------------------------------------



| |  |  | the interests of controlling shareholders may conflict with the interests of holders of indebtedness;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | competition from other leisure activities with our bowling center business;
| | - |  | ---------------------------------------------------------------------------



| |  |  | fluctuations in foreign currency exchange rates;
| | - |  | ------------------------------------------------



| |  |  | the impact of potential retaliatory duties imposed on our products business by other countries as they relate to the business;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effect of our prior bankruptcy;
| | - |  | -----------------------------------



| |  |  | the lack of improvement or a decline in general economic conditions;
| | - |  | --------------------------------------------------------------------



| |  |  | adverse judgments in existing, pending or future litigation; and
| | - |  | ----------------------------------------------------------------



| |  |  | changes in interest rates.
| | - |  | --------------------------



The foregoing review should not be construed as exhaustive and should be read in conjunction with other cautionary statements included elsewhere in this
report. We undertake no obligation to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after this date or to reflect the occurrence of unanticipated events.



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##### Table of Contents

|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|-------- | ---------------------------------------------------------



We are exposed to market risk from changes in foreign currency exchange rates and interest rates that could impact its results of operations and financial
condition. We manage our exposure to these risks through normal operating and financing activities and through the use of interest rate cap agreements and exchange contracts. At July 3, 2005, no interest rate cap agreements were outstanding.
Management periodically reviews its exposure to changes in interest rates and may enter into an interest rate cap agreement as it deems appropriate.



As with other U.S.-based exporters, local currency devaluations increase the cost of our bowling equipment in that market. As a result, a strengthening
U.S. dollar exchange rate may adversely impact sales volume and profit margins. Foreign currency exchange rates also impact the translation of operating results from the international bowling centers.



We had one foreign currency forward exchange contract that expired on
February 9, 2005, which served as a hedge of the purchase price of our Australian bowling center operations in the notional amount of approximately $33.3 million. The fair value of the foreign currency derivative contract outstanding at
February 9, 2005 was $1.5 million resulting in a loss of the same amount.



Management believes that the foregoing risks are lessened with respect to our on-going Centers business in the future but they will continue to be applicable to the operations of the Joint Venture.



From time to time we use interest rate cap agreements to mitigate the effect
of changes in interest rates on variable rate borrowings under the Credit Agreement. While we are exposed to credit risk in the event of non-performance by the counterparties to the interest rate swap agreements, in all cases such counterparties are
highly-rated financial institutions and we do not anticipate non-performance. We do not hold or issue derivative financial instruments for trading purposes.



The following table provides information about our fixed and variable-rate debt at July 3, 2005, weighted average interest rates and respective
maturity dates.



|                           |  |                |       |                      |       |   |                           |   |                              |  |      |  
|-------------------------- |  | -------------- | ----- | -------------------- | ----- | - | ------------------------- | - | ---------------------------- |  | ---- | -
|Maturity Date(in millions) |  | FixedRate Debt |       | AverageInterest Rate |       |   | WeightedVariableRate Debt |   | WeightedAverageInterest Rate | 
|March 1, 2010              |  | $              | 123.9 |                      | 10.00 | % |                           |   |                             |  |     |  
|August 27, 2009            |  |                |      |                      |      |   |                           | $ | 78.6                         |  | 5.16 | %



The fair value of the
Term Loan and the Subordinated Notes at July 3, 2005 was approximately $79.0 million and $125.1 million, respectively.



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##### Table of Contents

|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------



The financial statements and schedules listed in Item 15 are included in this Annual Report on Form 10-K beginning on page F-1.



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



Not applicable.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



As of the end of the period covered by this report, we performed an evaluation under the supervision and with the participation of our management,
including the principal executive and financial officer, of the effectiveness of our disclosure controls and procedures. Worldwide did not file a Form 8-K under item 1.01 (Entry into a Material Definitive Agreement) relating to the employment
agreement with Mr. John B. Walker. Based on that evaluation, our management, including the principal executive and financial officer, concluded that our disclosure controls and procedures were effective. There have been no changes in
internal control over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------



On June 13, 2005, AMF Products entered into an employment agreement with Mr. John B. Walker. The terms and conditions of the employment
agreement are summarized in Item 11. Executive Compensation  Employment Agreements. Certain terms of the agreement will become effective upon completion of the transactions to form the Joint Venture.



On September 28, 2005, AMF Products entered into an employment agreement with
Mr. Christopher F. Caesar. The terms and condition of the employment agreement are summarized in Item 11. Executive Compensation - Employment Agreements.



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##### Table of Contents



PART III



|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS
|-------- | --------------------------------



Directors



Mr. Frederick R. Hipp has served as the sole director of the Board of Directors of Worldwide (the Board) and President and Chief
Executive Officer of Worldwide since the Merger. Mr. Hipp will serve as the sole director of Worldwide until the earlier of his resignation, termination of employment or the election of his successor.



The Board does not have an Audit Committee or Compensation Committee. The
board of managers of Kingpin Holdings, our parent company, has an Audit Committee that meets quarterly and considers our activities. The Kingpin Holdings Audit Committee has at least one member who is independent and is an audit committee financial
expert.



We have adopted a general code of ethics applicable to
all of our officers, directors and employees and a Code of Ethics for our chief executive officer, chief financial officer and other employees responsible for the preparation of our financial statements.



Executive Officers



The following table sets forth information concerning the executive officers as of September 1, 2005, who will serve on
an annual basis or until successors are elected and duly qualified.



|                       |  |     |  |                                                
|---------------------- |  | --- |  | -----------------------------------------------
|Name                   |  | Age |  | Position                                       
|Frederick R. Hipp      |  | 54  |  | President and Chief Executive Officer          
|John B. Walker         |  | 49  |  | President and Chief Operating Officer, Products
|Anthony J. Ponsiglione |  | 42  |  | Vice President, Human Resources                



Frederick R.
Hipp was named President and Chief Executive Officer of Worldwide on February 27, 2004. Mr. Hipp has over 30 years experience in the service industry, most recently as President, Chief Executive Officer and a director of California
Pizza Kitchen, Inc., a casual dining chain in the premium pizza segment, from 1998 through 2003. From 1985 through 1998, Mr. Hipp was President and Chief Executive Officer of Gilbert/Robinson, Inc., a restaurant services company which operated
restaurants such as Houlihans, Darryls and Bristols Seafood Grill.



John B. Walker was named interim President and Chief Operating Officer of Products on January 31, 2003, and was elected President and Chief Operating Officer of Products on April 8, 2003. He will be
employed by the Joint Venture as Chief Executive Officer upon completion of the transactions to form the Joint Venture. Mr. Walker came to Products in 1998 to run our consumer products business. He became the Vice President of North American
Sales and was promoted to Senior Vice President, Global Sales and Service in 2001. Prior to joining us, he was Executive Vice President for Crestar Investment Group.



Anthony J. Ponsiglione was named Vice President, Human Resources on August 23, 2004. Mr. Ponsiglione has
over twenty years experience in human resources positions, most recently as the Senior Vice President of Human Resource Operations for Level 3 Communications, a global telecommunications infrastructure service provider, from November 1999 until
accepting the role at Worldwide.



Christopher F. Caesar
was Senior Vice President, Chief Financial Officer and Treasurer of Worldwide from September 2001 until July 11, 2005 when he resigned his positions with Worldwide and its subsidiaries other than those that conduct Products business.
Mr. Caesar continues to serve as Chief Financial Officer of Products and will become the Chief Financial Officer of the Joint Venture.



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##### Table of Contents

|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Summary Compensation Table



The following table shows for Fiscal Year 2005, Fiscal Year 2004 and Fiscal Year 2003, compensation for the chief executive officer and each of the other
most highly compensated executive officers who were serving as executive officers at the end of Fiscal Year 2005 (the Named Executive Officers).



|                                                                                      |           |                     |           |                                                                       |     |                              |                     |  |          |  |                    |    
|------------------------------------------------------------------------------------- | --------- | ------------------- | --------- | --------------------------------------------------------------------- | --- | ---------------------------- | ------------------- |  | -------- |  | ------------------ | ---
|Name & Principal Position                                                             |           | Annual Compensation |           | Long-TermCompensation Awards (a) SecuritiesUnderlying Unit Options(#) |     | AllOther Compensation($) (c) |                    
|                                                                                      | Period(b) |                     | Salary($) |                                                                       |     | Bonus($)                     |                     | 
|Frederick R. HippPresident and Chief Executive Officer                                |           | 20052004            |           | 600,000242,308                                                        | (d) |                              |                   |  |        |  | 9,587             |    
|                                                                                      |           |                     |           |                                                                       |    
|Christopher F. Caesar (e)Senior Vice President, Chief Financial Officer and Treasurer |           | 200520042003        |           | 238,006232,043218,269                                                 |     |                              | 75,00021,900       |  | 11,000 |  | 10,468528,5002,423 |    
|                                                                                      |           |                     |           |                                                                       |    
|John B. Walker (f)President and Chief Operating Officer-Products                      |           | 200520042003        |           | 248,060236,253209,615                                                 |     |                              | 132,44033,75020,500 |  | 11,000 |  | 11,353293,180     |    
|                                                                                      |           |                     |           |                                                                       |    
|Anthony J. PonsiglioneVice President, Human Resources                                 |           | 2005                |           | 203,078                                                               | (g) |                              |                    |  | 5,000    |  | 33,362             | (h)

---

|(a) | Options were granted under the 2004 Unit Option Plan maintained by Kingpin Holdings, LLC, the parent company of Worldwide, and relate to common units of Kingpin.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | For 2005, represents the year ended July 3, 2005. For 2004, represents the year ended June 27, 2004. For 2003, represents the year ended June 29, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | For Fiscal Year 2005, all other compensation includes (1) amounts paid for group life insurance as follows: $3,126 to Mr. Hipp, $948 to Mr. Caesar, $1,431 to
Mr. Walker and $239 to Mr. Ponsiglione and (2) amounts received for retirement benefits as follows: $6,462 to Mr. Hipp, $9,520 to Mr. Caesar, $9,922 to Mr. Walker and $8,123 to Mr. Ponsiglione. For Fiscal Year
2004, all other compensation includes (1) a merger bonus as follows: $465,000 to Mr. Caesar and $250,000 to Mr. Walker, and (2) amounts received for vested options cashed out in connection with the Merger as follows: $63,500 to
Mr. Caesar and $43,180 to Mr. Walker. For 2003, represents contributions made by us under a variable annuity matching plan of $2,243 for Mr. Caesar.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Mr. Hipps annualized salary for the fiscal year ending June 27, 2004, was $600,000.
|--- | ------------------------------------------------------------------------------------



|(e) | Mr. Caesar resigned as Senior Vice President, Chief Financial Officer and Treasurer of Worldwide effective July 11, 2005. Mr. Caesar continues to serve as Chief
Financial Officer of Products and will hold the same position with the Joint Venture.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(f) | Mr. Walker will be Chief Executive Officer of the Joint Venture.
|--- | ----------------------------------------------------------------



|(g) | Mr. Ponsigliones annualized salary is $240,000.
|--- | ------------------------------------------------



|(h) | Includes a signing bonus of $25,000, the net proceeds of which ($16,970) were invested in the equity units of Kingpin Holdings, LLC, at a price of $10.00 per share. If
Mr. Ponsiglione resigns or is terminated for cause before August 23, 2007, Kingpin is entitled to repurchase the equity units shares for $1.00 in total for all units purchased.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Option Grants During the Fiscal Year Ended July 3, 2005



Effective September 27, 2004, Kingpin Holdings adopted the 2004 Unit
Option Plan (the Option Plan) and granted 100,000 options to purchase common units of Kingpin Holdings, at an exercise price of $10.00 per common unit, to 22 senior managers of Worldwide. One-third of the options vest on June 28 of
each year beginning June 28, 2005. The options are subject to customary terms and conditions. The number of common units with respect to which options may be granted under the Option Plan and which may be issued upon their exercise may not
exceed 1,094,595 common units in the aggregate. Under the Option Plan, grants may be made to any director, executive or other key employee of, or any consultant or advisors to, Kingpin Holdings or Worldwide or its subsidiaries.



The following table provides information with respect to unit option grants
made to the Named Executive Officers during Fiscal Year 2005.



|                          |  |                                        |  |                                                               |   |  |                             |       |                                  |   |                |  |                               |  |   |  
|------------------------- |  | -------------------------------------- |  | ------------------------------------------------------------- | - |  | --------------------------- | ----- | -------------------------------- | - | -------------- |  | ----------------------------- |  | - | -
|Name                      |  | Number OfUnitsUnderlyingOptionsGranted |  | Percent Of TotalOptions Granted ToEmployees DuringFiscal Year |   |  | Exercise OrBase Price($/Sh) |       | Grant DateMarket Price($/Sh) (a) |   | ExpirationDate |  | Grant DatePresentValue(s) (b)
|Frederick R. Hipp         |  |                                       |  | 0.0                                                           | % |  | $                           |      |                                  | $ |               |  |                              |  | $ | 
|Christopher F. Caesar (c) |  | 11,000                                 |  | 11.0                                                          | % |  |                             | 10.00 |                                  |   | 6.53           |  | 9/27/2014                     |  |   | 0
|John B. Walker (c)        |  | 11,000                                 |  | 11.0                                                          | % |  |                             | 10.00 |                                  |   | 6.53           |  | 9/27/2014                     |  |   | 0
|Anthony J. Ponsiglone     |  | 5,000                                  |  | 5.0                                                           | % |  |                             | 10.00 |                                  |   | 6.53           |  | 9/27/2014                     |  |   | 0



|(a) | The grant date market price was based on an estimated enterprise value.
|--- | -----------------------------------------------------------------------



|(b) | These estimated hypothetical values are based on a Black-Scholes option pricing model. We used the following assumptions in estimating these values: 5 year term, risk-free rate of
return, 3.53%; expected volatility under the minimum value method of 0.0%.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | For purposes of the vesting and exercise of the options, employment by the Joint Venture will be considered employment by Worldwide under the Option Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



Aggregated Unit Option Exercises and Fiscal Year-End Option Values



The following table provides information regarding the number and value of
unexercised unit options at July 3, 2005, for the Named Executive Officers. No Named Executive Officer exercised any unit options in Fiscal Year 2005.



|                          |             |                                                                   |               |                                                                     |             |   |               |  |   |  
|------------------------- | ----------- | ----------------------------------------------------------------- | ------------- | ------------------------------------------------------------------- | ----------- | - | ------------- |  | - | -
|Name                      |             | Number of UnitsUnderlying UnexercisedUnit Options at July 3, 2005 |               | Value of Unexercised In-theMoney Unit Options atJuly 3, 2005 ($)(a)
|                          | Exercisable |                                                                   | Unexercisable |                                                                     | Exercisable |   | Unexercisable
|Frederick R. Hipp         |             |                                                                  |               |                                                                    |             | $ |              |  | $ | 
|Christopher F. Caesar (b) |             | 3,674                                                             |               | 7,326                                                               |             |   | 0             |  |   | 0
|John B. Walker (b)        |             | 3,674                                                             |               | 7,326                                                               |             |   | 0             |  |   | 0
|Anthony J. Ponsiglone     |             | 1,670                                                             |               | 3,330                                                               |             |   | 0             |  |   | 0



|(a) | These estimated hypothetical values are based on a Black-Scholes option pricing model. We used the following assumptions in estimating these values: 5 year term, risk-free rate of
return, 3.53%; expected volatility under the minimum value method of 0.0%.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | For purposes of the vesting and exercise of the options, employment by the Joint Venture will be considered employment by Worldwide under the Option Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



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Employment Agreements



Upon the closing of the Merger, Mr. Frederick R. Hipp, formerly President and Chief Executive Officer of California Pizza Kitchen, became
President and Chief Executive Officer of Worldwide. Worldwide entered into an employment agreement with Mr. Hipp dated February 27, 2004. Mr. Hipps employment agreement contains the following terms, among others:
(i) $600,000 base salary per annum; (ii) a performance bonus up to 100% of base salary upon satisfaction of certain financial targets and other performance objectives to be established by the board of managers of Kingpin Holdings;
(iii) a severance package providing for 12 months salary and benefits and a pro-rated bonus, upon termination of Mr. Hipp without cause or his resignation for good reason; and (iv) confidentiality, non-competition and non-solicitation
agreements made by Mr. Hipp.



Worldwide entered into an
employment agreement with Mr. Anthony J. Ponsiglione II dated October 27, 2004. This employment agreement contains the following terms, among others: (i) $240,000 base salary per annum; (ii) a target performance bonus of up
to 40% of base salary based upon annual performance objectives; (iii) coverage under the AMF Senior Manager Severance Plan, under which he would be entitled to salary continuation for 12 months, a cash payment or continuation under welfare
benefit plans for 12 months, and a pro-rata payment of any incentive bonus compensation; (iv) an initial grant of 5,000 units under the Option Plan; and (v) specified relocation expenses. Mr. Ponsiglione received a signing bonus of
$25,000, the net proceeds of which ($16,970) had to be invested in the equity units of Kingpin Holdings, LLC, at a price of $10.00 per share. If Mr. Ponsiglione resigns or is terminated for cause before August 23, 2007, Kingpin is entitled
to repurchase the equity units shares for $1.00 in total for all units purchased.



On September 28, 2005, AMF Products entered into an employment agreement with Mr. Christopher F. Caesar under which he serves as Chief Financial Officer of Products and will also serve as Chief
Financial Officer of the Joint Venture. Mr. Caesars employment agreement contains the following terms, among others: (i) a minimum base salary of $245,000 per annum; (ii) a performance bonus up to 75% of base salary upon
satisfaction of certain financial targets and other performance objectives to be established by the board of managers of the Joint Venture; (iii) participation in the Joint Ventures incentive equity program; (iv) a severance package
providing for 12 months salary and a pro-rated bonus, upon termination of Mr. Caesar without cause or his resignation for good reason; and (v) confidentiality, non-competition and non-solicitation agreements made by Mr. Caesar.



On June 13, 2005, AMF Products entered into an employment
agreement with Mr. John B. Walker to be effective as of the completion of the transactions to form the Joint Venture. The employment agreement provides that Mr. Walker will serve as the Chief Executive Officer of Products and will
render executive and managerial services to Products and the Joint Venture. Mr. Walkers employment agreement contains the following terms, among others: (i) a minimum base salary of $265,000 per annum; (ii) a performance bonus
up to 100% of base salary upon satisfaction of certain financial targets and other performance objectives to be established by the board of managers of Products; (iii) participation in Products incentive equity program; (iv) a
severance package providing for 12 months salary and a pro-rated bonus, upon termination of Mr. Walker without cause or his resignation for good reason; and (v) confidentiality, non-competition and non-solicitation agreements made by
Mr. Walker.



Equity Plan



On September 27, 2004, Kingpin also adopted the Executive Securities
Agreement and sold 69,400 units at a price of $10.00 per common unit to thirteen (13) senior managers of Worldwide. Kingpin Holdings financed up to fifty (50%) of the purchase price of certain senior managers.



Severance Plan



In May 2001, we adopted the AMF Senior Manager Severance Plan. This plan provides severance benefits to our senior managers
who are terminated without cause or who resign with good reason. Under this plan, Mr. Caesar, Mr. Walker and Mr. Ponsiglione would be entitled to salary continuation for 12 months, a cash payment or continuation under welfare benefit
plans for 12 months, and a pro-rata payment of any incentive bonus compensation. For purposes of this plan, employment by the Joint Venture will not be considered a termination of employment with Worldwide and will not entitle any participant to
severance payments.



42



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##### Table of Contents

Change of Control Bonuses



In May 2003, we delivered management retention letters to Mr. Caesar and Mr. Walker. Under these letters,
Mr. Caesar and Mr. Walker received $400,000 and $150,000, respectively, with 50% paid on February 27, 2004 and 50% paid on May 27, 2004. Management retention letters were also delivered to other employees, which in total provided
for $3 million in change of control payments (including the payments to Mr. Caesar and Mr. Walker and a $598,000 pool payable at the discretion of our then existing board of directors). Mr. Caesar and Mr. Walker received an
additional $65,000 and $100,000, respectively, out of the pool.



Compensation of Directors



As a result of the
Merger, all the directors of Worldwide resigned and Mr. Hipp was elected as the sole director. Mr. Hipp does not receive any compensation for serving as the sole director.



The compensation arrangements for our President and Chief Executive Officer were established pursuant to the terms of an
employment agreement between us and our President and Chief Executive Officer. The terms of the employment agreement were established pursuant to arms-length negotiations between a representative of the Equity Investors and our President and Chief
Executive Officer.



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|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



Worldwide is a wholly-owned subsidiary of Kingpin Intermediate Corp., which is a wholly-owned subsidiary of Kingpin
Holdings. Kingpin Holdings is a limited liability company formed at the direction of CHS for the purpose of effecting the Merger. In connection with the Merger, CHS IV, Mr. Hipp and the Equity Investors purchased membership interests of Kingpin
Holdings. CHS IV and the Equity Investors own approximately 97.8% of Kingpin Holdings membership interests. The address for CHS IV is Code Hennessy & Simmons LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. The address
of the Beneficial Owners is c/o AMF Bowling Worldwide, Inc., 7313 Bell Creek Road, Mechanicsville, Virginia 23111.



Security Ownership of Certain Beneficial Owners and Managers



|                                          |          |                                      |  |                                                |     |  |                              |  
|----------------------------------------- | -------- | ------------------------------------ |  | ---------------------------------------------- | --- |  | ---------------------------- | -
|Title of Class                            |          | Name of Beneficial Owner             |  | Amount andNature ofBeneficialOwnership (units) |     |  | Percent ofClass (ofSecurity) |  
|Kingpin Holdings LLC membership interests |          |                                      |  |                                                |     |  |                              |  
|                                          | Director |                                      |  |                                                |     |  |                             
|                                          |          | Fredrick R. Hipp                     |  | 300,000                                        |     |  | 2.2                          | %
|                                          |          |                                      | 
|                                          |          | Other Names Executive Officers       |  |                                                |     |  |                              |  
|                                          |          | John B. Walker                       |  | 23,674                                         | (a) |  |                              | *
|                                          |          | Christopher F. Caesar                |  | 13,674                                         | (a) |  |                              | *
|                                          |          | Anthony J. Ponsiglione               |  | 9,170                                          | (b) |  |                              | *
|                                          |          |                                      | 
|                                          |          | Directors and Executive Officers (4) |  | 346,518                                        |     |  | 2.5                          | %



|* | Percentage of class ownership is less than 1%.
|- | ----------------------------------------------



|(a) | Includes 3,674 units subject to vested options under the Option Plan.
|--- | ---------------------------------------------------------------------



|(b) | Includes 1,670 units subject to vested options under the Option Plan.
|--- | ---------------------------------------------------------------------



Equity Compensation Plan Information as of July 3, 2005



In connection with the Merger, each shareholder received $25.00 in cash for each share of Old Common Stock. Additionally, each outstanding and unexercised
stock option was canceled. The holders of these stock options received consideration in the amount of the difference between the stock option price and $25.00 multiplied by the number of shares subject to the vested portion of the option.



Effective September 27, 2004, Kingpin Holdings adopted
the 2004 Unit Option Plan (the Option Plan) and granted 100,000 options to purchase common units of Kingpin Holdings, at an exercise price of $10.00 per common unit, to 22 senior managers of Worldwide.



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|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------



Equity Arrangements



In connection with the Merger, CHS IV and the Equity Investors purchased membership interests of Kingpin Holdings. Holders of such membership interests
entered into a limited liability company agreement, a stockholders agreement, a registration agreement and a securities purchase agreement with Kingpin Holdings. CHS IV may decide to sell a portion of Kingpin Holdings equity subsequent to the
consummation of the Merger, in which case the purchasers of that equity would become parties to the limited liability company agreement, the stockholders agreement, the registration rights agreement and a securities purchase agreement, as discussed
below.



Limited Liability Company Agreement



Kingpin Holdings entered into a limited liability company agreement with the
Equity Investors. Under this agreement, the holders of Kingpin Holdings equity agreed on a board of managers, which initially included Frederick R. Hipp and certain other CHS designees. The limited liability company agreement also contains
provisions governing, among other things, the general rights and obligations of managers and equity holders, indemnification of managers and officers, allocation of profits and losses to the equity holders, transfers of equity interests, and
dissolution, liquidation and valuation of the equity interests.



Stockholders Agreement



Kingpin Holdings
entered into a stockholders agreement with the Equity Investors. The stockholders agreement provides for rights of first refusal, tag along rights, drag along rights, preemptive rights, transfer restrictions and other rights and obligations
customarily included in such agreements.



Registration Agreement



Kingpin Holdings also entered into a registration
agreement with the Equity Investors. Under the registration agreement, holders of Kingpin Holdings equity have the right to require Kingpin Holdings to register the sale of such equity to the public under applicable SEC rules under certain
circumstances.



Securities Purchase Agreements



The purchasers of equity interests in Kingpin Holdings, other than
Mr. Hipp, entered into a securities purchase agreement (the Investor Purchase Agreement). Under the Investor Purchase Agreement, the purchasers of equity interests made representations and warranties to Kingpin Holdings regarding
their status as investors and the nature and purpose of their investment. The Investor Purchase Agreement also contains covenants which provide for (i) the delivery to the purchasers of certain consolidated financial reports of Kingpin Holdings
and its subsidiaries and (ii) approval by CHS of significant corporate actions such as the payment of dividends, issuances and redemptions of Kingpin Holdings equity interests, significant acquisitions or dispositions of assets,
fundamental changes in business activities, change of control transactions, affiliate transactions, incurrence of substantial indebtedness, the making of certain investments, amendments to the limited liability company agreement of Kingpin Holdings
or to the Executive Purchase Agreement and the hiring or firing of senior managers. Mr. Hipp entered into a separate executive purchase agreement for the purchase of his equity interests in Kingpin Holdings (the Executive Purchase
Agreement). Mr. Hipps purchase agreement contains similar investor representations as the Investor Purchase Agreement, however, it does not provide for financial deliveries to Mr. Hipp or approval rights for corporate actions.
Upon termination of Mr. Hipps employment, the Executive Purchase Agreement provides for the repurchase of Mr. Hipps equity interests by Kingpin Holdings or CHS. The repurchase price for his shares will vary depending on the
reason for Mr. Hipps termination.



Management Agreement with CHS



We entered into a management agreement with CHS following
the Merger. Under this agreement, CHS provides certain financial, operational and management services to us. The management agreement provides for an



45



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##### Table of Contents

annual management fee to be paid to CHS of $2.0 million, the payment of which will be subordinated to the notes and will not be payable, among other reasons,
if we are in default under the indenture governing the notes. In addition to the annual management fee, the management agreement provided for payment to CHS at the closing of the Merger of a one-time fee of $6.8 million as compensation for services
rendered by CHS in connection with the structuring, negotiation and financing of the Merger. If CHS or any of its affiliates purchases any additional securities from Kingpin Holdings or its subsidiaries after the Merger, CHS will be entitled to a
fee equal to 5% of the aggregate amount of such investment. The initial term of the management agreement is seven years and will be automatically renewed thereafter on a year-to-year basis unless one party gives 30 days prior written notice of
its desire to terminate. The agreement will terminate automatically upon certain change of control events.



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##### Table of Contents

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------



The following table presents fees for services provided by KPMG LLP for Fiscal Year 2005 and Fiscal Year 2004. All Audit-Related Fees, Tax Fees and Other
Fees shown below were pre-approved by the Audit Committee in accordance with its established procedures.



|                       |  |      |     |      |   |    
|---------------------- |  | ---- | --- | ---- | - | ---
|(In millions)          |  | 2005 |     | 2004
|Audit Fees (a)         |  | $    | 0.8 |      | $ | 1.3
|Audit-Related Fees (b) |  |      |    |      |   | 0.1
|Tax Fees (c)           |  |      | 1.0 |      |   | 1.0
|All Other Fees         |  |      |    |      |   |   
|                       |  |      |     |      |   |    
|Total                  |  | $    | 1.8 |      | $ | 2.4
|                       |  |      |     |      |   |    



|(a) | Fees for professional services provided for the audit of our annual financial statements as well as reviews of our quarterly reports on Form 10-Q, accounting consultations on
matters addressed during the audit or interim reviews, and SEC filings and offering memorandums including comfort letters and consents.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Fees for professional services which principally include services in connection with internal control matters and audits of employee benefit plans.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Fees for professional services for tax related advice and compliance.
|--- | ---------------------------------------------------------------------



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##### Table of Contents



PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
|-------- | -------------------------------------------



(a) The following documents are filed as part of this report:



|                                                                                                                                                                                                       |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                                                                                       |  | Page
|                                                                                                                                                                                                       | 
|Financial Statements                                                                                                                                                                                   |  |     
|                                                                                                                                                                                                       | 
|Report of Independent Registered Public Accounting Firm                                                                                                                                                |  | F-1 
|Consolidated Balance Sheets as of July 3, 2005 and June 27, 2004                                                                                                                                       |  | F-2 
|Consolidated Statements of Operations for the year ended July 3, 2005, the four months ended June 27, 2004, the eight months ended February 29, 2004 and the year ended June 29, 2003                  |  | F-3 
|Consolidated Statements of Cash Flows for the year ended July 3, 2005, the four months ended June 27, 2004, the eight months ended February 29, 2004 and the year ended June 29, 2003                  |  | F-4 
|Consolidated Statements of Stockholders Equity for the year ended July 3, 2005, the four months ended June 27, 2004, the eight months ended February 29, 2004 and the year ended June 29,
2003        |  | F-5 
|Consolidated Statements of Comprehensive Income (Loss) for the year ended July 3, 2005, the four months ended June 27, 2004, the eight months ended February 29, 2004 and the year ended June 29, 2003 |  | F-6 
|Notes to Consolidated Financial Statements                                                                                                                                                             |  | F-7 
|Selected Quarterly Financial Data (unaudited)                                                                                                                                                          |  | F-40



(b) Exhibits



See Exhibit Index on pages E-1 and E-2.



(c) Financial Statement Schedules



None.



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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM



The Board of Directors and Shareholders

AMF BOWLING WORLDWIDE, INC.:



We have audited the accompanying consolidated balance sheets of AMF Bowling Worldwide, Inc. (a Delaware corporation) and subsidiaries as of July 3,
2005 and June 27, 2004, and the related consolidated statements of operations, cash flows, stockholders equity and comprehensive income (loss) for the year ended July 3, 2005, the four months ended June 27, 2004 (New Company),
the eight months ended February 29, 2004, and the year ended June 29, 2003 (Reorganized Predecessor Company). These consolidated financial statements are the responsibility of the Companys management. 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 financial statements are free of material misstatement. An audit includes 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.



In our opinion,
the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AMF Bowling Worldwide, Inc. and subsidiaries as of July 3, 2005 and June 27, 2004, and the results of their
operations and their cash flows for the year ended July 3, 2005, the four months ended June 27, 2004 (New Company), the eight months ended February 29, 2004, and the year ended June 29, 2003 (Reorganized Predecessor Company), in
conformity with U.S. generally accepted accounting principles.



Richmond,
Virginia

September 29, 2005



F-1



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



CONSOLIDATED BALANCE SHEETS



|                                                                                                           |  |             |         |   |              |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | - | ------------ | - | ------- | -
|(In thousands, except share data)                                                                          |  | July 3,2005 |         |   | June 27,2004 |  
|Assets                                                                                                     |  |             |         |   |              |   |         |  
|Current assets:                                                                                            |  |             |         |   |              |   |         |  
|Cash and cash equivalents                                                                                  |  | $           | 45,254  |   |              | $ | 12,734  |  
|Accounts and notes receivable, net of allowance for doubtful accounts of $2,853 in 2005 and $4,155 in 2004 |  |             | 23,497  |   |              |   | 25,737  |  
|Inventories, net                                                                                           |  |             | 25,531  |   |              |   | 30,745  |  
|Prepaid expenses and other current assets                                                                  |  |             | 14,293  |   |              |   | 19,231  |  
|Assets held for sale                                                                                       |  |             | 5,294   |   |              |   |        |  
|                                                                                                           |  |             |         |   |              |   |         |  
|Total current assets                                                                                       |  |             | 113,869 |   |              |   | 88,447  |  
|                                                                                                           |  |            
|Property and equipment, net                                                                                |  |             | 248,526 |   |              |   | 363,956 |  
|Other assets                                                                                               |  |             | 29,230  |   |              |   | 49,704  |  
|                                                                                                           |  |             |         |   |              |   |         |  
|Total assets                                                                                               |  | $           | 391,625 |   |              | $ | 502,107 |  
|                                                                                                           |  |             |         |   |              |   |         |  
|Liabilities and Stockholders Equity                                                                       |  |             |         |   |              |   |         |  
|Current liabilities:                                                                                       |  |             |         |   |              |   |         |  
|Accounts payable                                                                                           |  | $           | 12,506  |   |              | $ | 21,661  |  
|Accrued expenses and other liabilities                                                                     |  |             | 71,121  |   |              |   | 79,979  |  
|Current portion of long-term debt                                                                          |  |             | 1,073   |   |              |   | 2,294   |  
|Liabilities held for sale                                                                                  |  |             | 1,069   |   |              |   |        |  
|                                                                                                           |  |             |         |   |              |   |         |  
|Total current liabilities                                                                                  |  |             | 85,769  |   |              |   | 103,934 |  
|                                                                                                           |  |            
|Long-term debt, less current portion                                                                       |  |             | 203,771 |   |              |   | 286,503 |  
|Liabilities, subject to resolution                                                                         |  |             | 143     |   |              |   | 233     |  
|Other liabilities                                                                                          |  |             | 4,742   |   |              |   |        |  
|                                                                                                           |  |             |         |   |              |   |         |  
|Total liabilities                                                                                          |  |             | 294,425 |   |              |   | 390,670 |  
|                                                                                                           |  |            
|Stockholders equity:                                                                                      |  |             |         |   |              |   |         |  
|Common stock ($0.01 par value 1,000 shares authorized and outstanding)                                     |  |             |        |   |              |   |        |  
|Paid-in capital                                                                                            |  |             | 133,716 |   |              |   | 133,716 |  
|Accumulated deficit                                                                                        |  |             | (29,690 | ) |              |   | (18,992 | )
|Accumulated other comprehensive income (loss)                                                              |  |             | (6,826  | ) |              |   | (3,287  | )
|                                                                                                           |  |             |         |   |              |   |         |  
|Total stockholders equity                                                                                 |  |             | 97,200  |   |              |   | 111,437 |  
|                                                                                                           |  |             |         |   |              |   |         |  
|Total liabilities and stockholders equity                                                                 |  | $           | 391,625 |   |              | $ | 502,107 |  
|                                                                                                           |  |             |         |   |              |   |         |  



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



F-2



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|------------------------------------------------------------------------------------------ |  | -------------- | ------- | - | ------------------------------ | - | ------- | --------------- |  | - | -------------- | - |  | - | ------- | -
|                                                                                           |  | New Company    |         |   | ReorganizedPredecessor Company |  
|(In thousands, except per share data)                                                      |  | FiscalYear2005 |         |   | 2004FourMonths                 |   |         | 2004EightMonths |  |   | FiscalYear2003 |  
|Operating revenue                                                                          |  | $              | 568,578 |   |                                | $ | 183,580 |                 |  | $ | 386,057        |   |  | $ | 570,996 |  
|                                                                                           |  |                |         |  
|Operating expenses:                                                                        |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Costs of goods sold                                                                        |  |                | 128,218 |   |                                |   | 50,569  |                 |  |   | 79,886         |   |  |   | 115,775 |  
|Bowling center operating expenses                                                          |  |                | 341,318 |   |                                |   | 110,659 |                 |  |   | 219,848        |   |  |   | 311,102 |  
|Selling, general and administrative expenses                                               |  |                | 49,956  |   |                                |   | 17,650  |                 |  |   | 46,873         |   |  |   | 40,425  |  
|Restructuring, refinancing and other charges                                               |  |                | 11,486  |   |                                |   | 826     |                 |  |   |               |   |  |   | 1,138   |  
|Depreciation and amortization                                                              |  |                | 45,569  |   |                                |   | 16,449  |                 |  |   | 32,831         |   |  |   | 69,864  |  
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Total operating expenses                                                                   |  |                | 576,547 |   |                                |   | 196,153 |                 |  |   | 379,438        |   |  |   | 538,304 |  
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Operating income (loss)                                                                    |  |                | (7,969  | ) |                                |   | (12,573 | )               |  |   | 6,619          |   |  |   | 32,692  |  
|                                                                                           |  |                |         |  
|Non-operating (income) expenses:                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Interest expense                                                                           |  |                | 25,631  |   |                                |   | 8,368   |                 |  |   | 24,160         |   |  |   | 37,617  |  
|Interest income                                                                            |  |                | (1,393  | ) |                                |   | (131    | )               |  |   | (259           | ) |  |   | (608    | )
|Loss on extinguishment of debt                                                             |  |                | 1,804   |   |                                |   |        |                 |  |   | 35,318         |   |  |   |        |  
|Other (income) expense, net                                                                |  |                | (5,839  | ) |                                |   | 381     |                 |  |   | (3,732         | ) |  |   | (5,059  | )
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Total non-operating expenses                                                               |  |                | 20,203  |   |                                |   | 8,618   |                 |  |   | 55,487         |   |  |   | 31,950  |  
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Income (loss) from continuing operations before reorganization items, net and income taxes |  |                | (28,172 | ) |                                |   | (21,191 | )               |  |   | (48,868        | ) |  |   | 742     |  
|Reorganization items, net                                                                  |  |                |        |   |                                |   | (271    | )               |  |   |               |   |  |   | (341    | )
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Income (loss) from continuing operations before income taxes                               |  |                | (28,172 | ) |                                |   | (20,920 | )               |  |   | (48,868        | ) |  |   | 1,083   |  
|Provision (benefit) for income taxes                                                       |  |                | 5,076   |   |                                |   | (1,154  | )               |  |   | 3,187          |   |  |   | 2,994   |  
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Loss from continuing operations                                                            |  |                | (33,248 | ) |                                |   | (19,766 | )               |  |   | (52,055        | ) |  |   | (1,911  | )
|                                                                                           |  |                |         |  
|Discontinued operations:                                                                   |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Income from discontinued operations, net of tax                                            |  |                | 7,103   |   |                                |   | 774     |                 |  |   | 4,297          |   |  |   | 5,338   |  
|Gain on disposals, net of tax                                                              |  |                | 15,447  |   |                                |   |        |                 |  |   |               |   |  |   |        |  
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Income from discontinued operations                                                        |  |                | 22,550  |   |                                |   | 774     |                 |  |   | 4,297          |   |  |   | 5,338   |  
|Net income (loss)                                                                          |  | $              | (10,698 | ) |                                | $ | (18,992 | )               |  | $ | (47,758        | ) |  | $ | 3,427   |  
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Net income (loss) per common share:                                                        |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Basic and diluted:                                                                         |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Continuing operations                                                                      |  |                | N/A     |   |                                |   | N/A     |                 |  | $ | (5.21          | ) |  | $ | (0.19   | )
|Discontinued operations                                                                    |  |                | N/A     |   |                                |   | N/A     |                 |  |   | 0.43           |   |  |   | 0.53    |  
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Total                                                                                      |  |                | N/A     |   |                                |   | N/A     |                 |  | $ | (4.78          | ) |  | $ | 0.34    |  
|                                                                                           |  |                |         |  
|Weighted average common shares outstanding:                                                |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Basic                                                                                      |  |                | N/A     |   |                                |   | N/A     |                 |  |   | 10,000         |   |  |   | 10,000  |  
|Diluted                                                                                    |  |                | N/A     |   |                                |   | N/A     |                 |  |   | 10,000         |   |  |   | 10,109  |  
|                                                                                           |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  



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



F-3



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ------------------------------ | - | ------- | --------------- |  | - | -------------- | - |  | - | ------- | -
|                                                                                                                     |  | New Company    |         |   | ReorganizedPredecessor Company |  
|(In thousands)                                                                                                       |  | FiscalYear2005 |         |   | 2004FourMonths                 |   |         | 2004EightMonths |  |   | FiscalYear2003 |  
|Operating activities:                                                                                                |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Net income (loss)                                                                                                    |  | $              | (10,698 | ) |                                | $ | (18,992 | )               |  | $ | (47,758        | ) |  | $ | 3,427   |  
|Less: Income from discontinued operations                                                                            |  |                | 22,550  |   |                                |   | 774     |                 |  |   | 4,297          |   |  |   | 5,338   |  
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Net loss from continuing operations                                                                                  |  |                | (33,248 | ) |                                |   | (19,766 | )               |  |   | (52,055        | ) |  |   | (1,911  | )
|Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Stock based compensation                                                                                             |  |                |        |   |                                |   |        |                 |  |   | 892            |   |  |   | 561     |  
|Impairment of assets                                                                                                 |  |                | 11,486  |   |                                |   | 826     |                 |  |   |               |   |  |   | 1,138   |  
|Depreciation and amortization                                                                                        |  |                | 45,569  |   |                                |   | 16,449  |                 |  |   | 32,831         |   |  |   | 69,864  |  
|Write-off deferred financing costs                                                                                   |  |                | 1,804   |   |                                |   |        |                 |  |   | 8,832          |   |  |   |        |  
|Non-cash purchase method accounting adjustments                                                                      |  |                |        |   |                                |   | 8,655   |                 |  |   |               |   |  |   |        |  
|(Gain) loss on sale of property and equipment, net                                                                   |  |                | 1,968   |   |                                |   | 297     |                 |  |   | (983           | ) |  |   | 171     |  
|Gain on casualty loss                                                                                                |  |                |        |   |                                |   | (59     | )               |  |   | (1,413         | ) |  |   |        |  
|Changes in assets and liabilities:                                                                                   |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Accounts and notes receivable, net                                                                                   |  |                | 338     |   |                                |   | (6,006  | )               |  |   | 4,466          |   |  |   | 7,871   |  
|Inventories                                                                                                          |  |                | (916    | ) |                                |   | 1,354   |                 |  |   | 2,532          |   |  |   | 6,472   |  
|Other assets                                                                                                         |  |                | 10,972  |   |                                |   | 5,318   |                 |  |   | (4,410         | ) |  |   | 2,712   |  
|Accounts payable and accrued expenses                                                                                |  |                | (2,855  | ) |                                |   | (8,927  | )               |  |   | 6,367          |   |  |   | (8,106  | )
|Income taxes payable                                                                                                 |  |                | (13,393 | ) |                                |   |        |                 |  |   |               |   |  |   |        |  
|Other long-term liabilities                                                                                          |  |                | 1,324   |   |                                |   | (1,624  | )               |  |   | 135            |   |  |   | (380    | )
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Net cash provided by (used in) operating activities from continuing operations                                       |  |                | 23,049  |   |                                |   | (3,483  | )               |  |   | (2,806         | ) |  |   | 78,392  |  
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Investing activities:                                                                                                |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Purchases of property and equipment                                                                                  |  |                | (41,677 | ) |                                |   | (11,439 | )               |  |   | (28,788        | ) |  |   | (31,652 | )
|Proceeds from:                                                                                                       |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Sale of property and equipment                                                                                       |  |                | 4,667   |   |                                |   | 524     |                 |  |   | 4,117          |   |  |   | 1,230   |  
|Sale-leaseback agreements                                                                                            |  |                |        |   |                                |   |        |                 |  |   | 254,000        |   |  |   |        |  
|Sale of subsidiaries                                                                                                 |  |                | 114,585 |   |                                |   |        |                 |  |   |               |   |  |   |        |  
|Other                                                                                                                |  |                |        |   |                                |   |        |                 |  |   |               |   |  |   | 135     |  
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Net cash provided by (used in) investing activities from continuing operations                                       |  |                | 77,575  |   |                                |   | (10,915 | )               |  |   | 229,329        |   |  |   | (30,287 | )
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Financing activities:                                                                                                |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Proceeds from long-term debt                                                                                         |  |                |        |   |                                |   |        |                 |  |   | 285,000        |   |  |   |        |  
|Payments on long-term debt                                                                                           |  |                |        |   |                                |   |        |                 |  |   | (412,227       | ) |  |   | (25,768 | )
|Repayments under New Term Facility                                                                                   |  |                | (56,436 | ) |                                |   |        |                 |  |   |               |   |  |   |        |  
|Repayments under New Subordinated Notes                                                                              |  |                | (26,090 | ) |                                |   |        |                 |  |   |               |   |  |   |        |  
|Deferred financing costs                                                                                             |  |                |        |   |                                |   | (301    | )               |  |   | (21,747        | ) |  |   |        |  
|Payments under capital lease obligations                                                                             |  |                | (1,427  | ) |                                |   | (260    | )               |  |   | (203           | ) |  |   | (210    | )
|Dividends paid                                                                                                       |  |                |        |   |                                |   |        |                 |  |   | (250,252       | ) |  |   |        |  
|Proceeds from issuance of common stock                                                                               |  |                |        |   |                                |   |        |                 |  |   | 133,716        |   |  |   |        |  
|Stock options                                                                                                        |  |                |        |   |                                |   |        |                 |  |   | (953           | ) |  |   |        |  
|Other                                                                                                                |  |                |        |   |                                |   |        |                 |  |   |               |   |  |   | (33     | )
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Net cash used in financing activities from continuing operations                                                     |  |                | (83,953 | ) |                                |   | (561    | )               |  |   | (266,666       | ) |  |   | (26,011 | )
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Effect of exchange rates on cash                                                                                     |  |                | (1,592  | ) |                                |   | 590     |                 |  |   | (7,754         | ) |  |   | (10,410 | )
|Net cash provided by discontinued operations                                                                         |  |                | 17,441  |   |                                |   | 9,490   |                 |  |   | 9,235          |   |  |   | 10,424  |  
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Net increase (decrease) in cash                                                                                      |  |                | 32,520  |   |                                |   | (4,879  | )               |  |   | (38,662        | ) |  |   | 22,108  |  
|Cash and cash equivalents at beginning of period                                                                     |  |                | 12,734  |   |                                |   | 17,613  |                 |  |   | 56,275         |   |  |   | 34,167  |  
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  
|Cash and cash equivalents at end of period                                                                           |  | $              | 45,254  |   |                                | $ | 12,734  |                 |  | $ | 17,613         |   |  | $ | 56,275  |  
|                                                                                                                     |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |         |  



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



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY



|                                                                              |  |             |      |   |                |   |          |                    |  |   |                                            |   |  |                          |         |   |  |   |          |  
|----------------------------------------------------------------------------- |  | ----------- | ---- | - | -------------- | - | -------- | ------------------ |  | - | ------------------------------------------ | - |  | ------------------------ | ------- | - |  | - | -------- | -
|(In thousands)                                                                |  | CommonStock |      |   | Paid-inCapital |   |          | AccumulatedDeficit |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | TotalStockholdersEquity |        
|Reorganized Predecessor Company:                                              |  |             |      |   |                |   |          |                    |  |   |                                            |   |  |                          |         |   |  |   |          |  
|Balance, June 30, 2002                                                        |  | $           | 100  |   |                | $ | 211,800  |                    |  | $ | (15,636                                    | ) |  | $                        | 4,668   |   |  | $ | 200,932  |  
|                                                                              |  |             |      |   |               
|Net income                                                                    |  |             |     |   |                |   |         |                    |  |   | 3,427                                      |   |  |                          |        |   |  |   | 3,427    |  
|Foreign currency translation adjustment                                       |  |             |     |   |                |   |         |                    |  |   |                                           |   |  |                          | 6,589   |   |  |   | 6,589    |  
|Reclassification adjustment for change in fair value of derivative instrument |  |             |     |   |                |   |         |                    |  |   |                                           |   |  |                          | 56      |   |  |   | 56       |  
|Stock compensation                                                            |  |             |     |   |                |   | 561      |                    |  |   |                                           |   |  |                          |        |   |  |   | 561      |  
|                                                                              |  |             |      |   |                |   |          |                    |  |   |                                            |   |  |                          |         |   |  |   |          |  
|Balance, June 29, 2003                                                        |  |             | 100  |   |                |   | 212,361  |                    |  |   | (12,209                                    | ) |  |                          | 11,313  |   |  |   | 211,565  |  
|                                                                              |  |             |      |   |               
|Net loss                                                                      |  |             |     |   |                |   |         |                    |  |   | (47,758                                    | ) |  |                          |        |   |  |   | (47,758  | )
|Foreign currency translation adjustment                                       |  |             |     |   |                |   |         |                    |  |   |                                           |   |  |                          | 8,342   |   |  |   | 8,342    |  
|Dividends paid                                                                |  |             |     |   |                |   |         |                    |  |   | (250,252                                   | ) |  |                          |        |   |  |   | (250,252 | )
|Cancellation of accumulated deficit upon Merger                               |  |             |     |   |                |   |         |                    |  |   | 310,219                                    |   |  |                          | (19,655 | ) |  |   | 290,564  |  
|Equity investment                                                             |  |             |     |   |                |   | 133,716  |                    |  |   |                                           |   |  |                          |        |   |  |   | 133,716  |  
|Cancellation of common stock                                                  |  |             | (100 | ) |                |   | (212,300 | )                  |  |   |                                           |   |  |                          |        |   |  |   | (212,400 | )
|Stock compensation                                                            |  |             |     |   |                |   | (61      | )                  |  |   |                                           |   |  |                          |        |   |  |   | (61      | )
|                                                                              |  |             |      |   |                |   |          |                    |  |   |                                            |   |  |                          |         |   |  |   |          |  
|Balance February 29, 2004                                                     |  |             |     |   |                |   | 133,716  |                    |  |   |                                           |   |  |                          |        |   |  |   | 133,716  |  
|                                                                              |  |             |      |   |               
|New Company:                                                                  |  |             |      |   |                |   |          |                    |  |   |                                            |   |  |                          |         |   |  |   |          |  
|Net loss                                                                      |  |             |     |   |                |   |         |                    |  |   | (18,992                                    | ) |  |                          |        |   |  |   | (18,992  | )
|Foreign currency translation adjustment                                       |  |             |     |   |                |   |         |                    |  |   |                                           |   |  |                          | (3,287  | ) |  |   | (3,287   | )
|                                                                              |  |             |      |   |                |   |          |                    |  |   |                                            |   |  |                          |         |   |  |   |          |  
|Balance, June 27, 2004                                                        |  |             |     |   |                |   | 133,716  |                    |  |   | (18,992                                    | ) |  |                          | (3,287  | ) |  |   | 111,437  |  
|                                                                              |  |             |      |   |               
|Net loss                                                                      |  |             |     |   |                |   |         |                    |  |   | (10,698                                    | ) |  |                          |        |   |  |   | (10,698  | )
|Foreign currency translation adjustment                                       |  |             |     |   |                |   |         |                    |  |   |                                           |   |  |                          | 1,203   |   |  |   | 1,203    |  
|Minimum pension liability                                                     |  |             |     |   |                |   |         |                    |  |   |                                           |   |  |                          | (4,742  | ) |  |   | (4,742   | )
|                                                                              |  |             |      |   |                |   |          |                    |  |   |                                            |   |  |                          |         |   |  |   |          |  
|Balance, July 3, 2005                                                         |  | $           |     |   |                | $ | 133,716  |                    |  | $ | (29,690                                    | ) |  | $                        | (6,826  | ) |  | $ | 97,200   |  
|                                                                              |  |             |      |   |                |   |          |                    |  |   |                                            |   |  |                          |         |   |  |   |          |  



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



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



|                                                             |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |       
|------------------------------------------------------------ |  | -------------- | ------- | - | ------------------------------ | - | ------- | --------------- |  | - | -------------- | - |  | - | ------
|                                                             |  | New Company    |         |   | ReorganizedPredecessor Company
|(In thousands)                                               |  | FiscalYear2005 |         |   | 2004FourMonths                 |   |         | 2004EightMonths |  |   | FiscalYear2003
|Net income (loss)                                            |  | $              | (10,698 | ) |                                | $ | (18,992 | )               |  | $ | (47,758        | ) |  | $ | 3,427 
|Other comprehensive income (loss), net of tax:               |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |       
|Foreign currency translation adjustment                      |  |                | 1,203   |   |                                |   | (3,287  | )               |  |   | 8,342          |   |  |   | 6,589 
|Reclassification adjustment for items included in net income |  |                |        |   |                                |   |        |                 |  |   |               |   |  |   | 56    
|Minimum pension liability                                    |  |                | (4,742  | ) |                                |   |        |                 |  |   |               |   |  |   |      
|                                                             |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |       
|Other comprehensive income (loss)                            |  |                | (3,539  | ) |                                |   | (3,287  | )               |  |   | 8,342          |   |  |   | 6,645 
|                                                             |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |       
|Total comprehensive income (loss)                            |  | $              | (14,237 | ) |                                | $ | (22,279 | )               |  | $ | (39,416        | ) |  | $ | 10,072
|                                                             |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |       
|Supplemental comprehensive income (loss) information:        |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |       
|Cumulative foreign currency translation adjustment           |  | $              | (2,084  | ) |                                | $ | (3,287  | )               |  | $ |               |   |  | $ | 11,313
|Minimum pension liability                                    |  |                | (4,742  | ) |                                |   |        |                 |  |   |               |   |  |   |      
|                                                             |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |       
|Total accumulated other comprehensive income (loss)          |  | $              | (6,826  | ) |                                | $ | (3,287  | )               |  | $ |               |   |  | $ | 11,313
|                                                             |  |                |         |   |                                |   |         |                 |  |   |                |   |  |   |       



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



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data and as otherwise noted)



|NOTE 1. | BUSINESS DESCRIPTION - ORGANIZATION, JOINT VENTURE, MERGER AND FISCAL YEAR
|------- | --------------------------------------------------------------------------



Organization



AMF Bowling Worldwide, Inc., a Delaware corporation (Worldwide), and our subsidiaries (Worldwide and our subsidiaries may be referred to as
the Company, we, us, or our) are engaged in two business segments:



| |  |  | the operation of bowling centers (Centers); and
| | - |  | -------------------------------------------------



| |  |  | the manufacture and sale of bowling equipment, such as automatic pinspotters, automatic scoring equipment, bowling pins, lanes, ball returns, lane machines, bowling center supplies
and the resale of other related products, including bowling bags and shoes (collectively, Products).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Centers is the largest operator of bowling centers in the world with 367 centers in operation as of July 3, 2005, comprised of 352 centers in the
U.S. and 15 bowling centers operating outside the U.S. On September 30, 2004, we sold our 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $69,900 and on February 8, 2005, we sold our 42 bowling centers in
Australia for approximately $44,700. We no longer have bowling center operations in the United Kingdom and Australia. The results of operations for the bowling centers in these countries have been reported as discontinued operations for all periods
presented.



Products is one of the largest manufacturers of
bowling center equipment in the world. Products revenue consists of two major sales categories:



| |  |  | New Center Packages (NCPs), which is all of the equipment necessary to outfit one lane at a new or existing bowling center; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | Modernization and Consumer Products, which is equipment used to upgrade an existing center, spare parts, pins, supplies and consumable products used in the operation of a center,
and bowling balls and ancillary products for resale to bowlers.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are marketing for sale our billiards division, which was formerly a part of Products and manufactures and sells Playmaster, Highland and Renaissance brands of billiard tables. In this report, our billiards division
is included as part of Products. The results of operations for the billiards division have been reported as discontinued operations for all periods presented.



Worldwide serves as the corporate headquarters of the Company. Its employees provide management and administrative services for Centers and certain
administrative services for Products. Worldwides business operations and operating assets are held in subsidiaries. AMF Bowling Centers, Inc. (AMF Centers), a wholly-owned indirect subsidiary of Worldwide, owns and operates our
bowling centers in the U.S. Our bowling centers located outside of the U.S. are operated through separate, indirect subsidiaries of Worldwide.



QubicaAMF Worldwide, LLC, formerly known as AMF Bowling Products, LLC (AMF Products), operates our Products business. AMF Products was a
wholly-owned indirect, subsidiary of Worldwide for the fiscal year covered by this report. As of June 7, 2005, our billiards division operates in AMF Billiards & Games LLC, which is a wholly-owned subsidiary of Worldwide.



Joint Venture



We have not completed the previously announced transactions to form the joint venture with the shareholder of Italian-based
Qubica, S.p.A. (Qubica). We expect that the transactions will close during the second quarter of fiscal year 2006. In these transactions, AMF Holdings, Inc. (AMF Holdings), a subsidiary of Worldwide, will contribute the
equity of AMF Products and substantially all of the other subsidiaries that conduct our Products business to QubicaAMF Worldwide, S.à.R.L. (the Joint Venture), a company organized under the laws of Luxembourg, in exchange for a
50% equity interest in



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



the Joint Venture. The shareholder of Qubica will also contribute the equity of Qubica and its subsidiaries to the Joint Venture in exchange for a 50% equity
interest in the Joint Venture. On September 16, 2005, in anticipation of creating the Joint Venture, the name of AMF Products was changed to QubicaAMF Worldwide, LLC. Qubica also changed its name to QubicaAMF Europe S.p.A. Other
subsidiaries of AMF Products and Qubica have changed their names to reflect the name QubicaAMF.



In creating the Joint Venture, Worldwide and certain of its non-Products subsidiaries will enter into various agreements with the Joint Venture or its
subsidiaries. These agreements will include, but will not be limited to, a supply agreement between AMF Centers and the Joint Venture that will require the purchase of bowling products and supplies from the Joint Venture at prices similar to those
charged in the past and at levels below the aggregate purchases in the past, a trademark license agreement between Worldwide and the Joint Venture that will allow the Joint Venture to use the AMF mark and certain related marks, and various
administrative services and similar agreements that will provide for leasing space in certain facilities and support services from and to the Company and the Joint Venture. Management believes these agreements will be on an arms-length basis and
will reflect commercial terms. In addition, the Joint Venture will adopt an option plan (the JV Option Plan) and will award certain managers of the Joint Venture options to purchase interests in the Joint Venture. Upon exercise of any
options, the ownership percentage of AMF Holdings and Qubica will be equally reduced.



When the transactions to form the Joint Venture are completed, AMF Products will cease to be a guarantor of our obligations under our senior secured credit agreement (the Credit Agreement) and our $150,000
10% Subordinated Notes due on 2010 (the Subordinated Notes) and liens against assets of AMF Products that secure its guarantee will be released (see Note 9. Long-Term Debt).



We will account for our investment in the Joint Venture using the equity
method and management will determine how the equity method will affect certain presentations in our future reports, such as our critical accounting policies, business strategies and properties.



Merger



On November 26, 2003, Kingpin Holdings, LLC (Kingpin Holdings) and its wholly-owned subsidiary, Kingpin
Merger Sub, Inc. (Merger Sub), entered into an Agreement and Plan of Merger with Worldwide (the Merger Agreement). Pursuant to the Merger Agreement, on February 27, 2004, the Merger Sub was merged into Worldwide with
Worldwide being the surviving corporation (the Merger). Each shareholder of Worldwide received $25.00 in cash for each share of the common stock of Worldwide that was outstanding prior to the Merger



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



(the Old Common Stock) including vested options and warrants, for aggregate proceeds (including option proceeds) of $258,700. The Old Common
Stock was canceled and the common stock of Merger Sub became the new common stock of Worldwide (the New Common Stock). As part of the Merger, Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, became the sole
shareholder of Worldwide.



Kingpin Holdings is a Delaware
limited liability company formed at the direction of Code Hennessy & Simmons LLC, a Chicago-based private equity firm (CHS).



Fiscal Year



We report on a retail calendar year, with each quarter comprised of one 5-week period and two 4-week periods. Fiscal year 2004 and fiscal year 2003 had 52
weeks and fiscal year 2005 had 53 weeks, with the extra week being reported in the fourth quarter.



|NOTE 2. | BASIS OF PRESENTATION
|------- | ---------------------



Prior to February 27, 2004, we were referred to as the Reorganized Predecessor Company or the Predecessor Company and, as we
existed on and after February 27, 2004, are referred to as the New Company. As a result of the Merger, our financial results during the twelve months ended June 27, 2004 include results of the New Company and the Reorganized
Predecessor Company. Accordingly, the operating results and cash flows of the New Company and the Reorganized Predecessor Company are separately presented, as the financial statements after the Merger are not comparable with the Reorganized
Predecessor Companys financial statements. Although the Merger was completed on February 27, 2004, the consummation of the Merger has been reflected as of February 29, 2004, the end of our fiscal period closest to the date of the
Merger.



All significant intercompany balances and transactions
have been eliminated in the consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.



The following table describes the periods presented in these consolidated financial statements and related notes thereto:



|                                                                                            |  |                                                   
|------------------------------------------------------------------------------------------- |  | --------------------------------------------------
|Period                                                                                      |  | Referred to as                                    
|Results for the New Companyfrom June 28, 2004 through July 3, 2005                          |  | Fiscal Year 2005                                
|                                                                                            | 
|Results for the New Companyfrom March 1, 2004 through June 27, 2004                         |  | New Company 2004 Four Months                    
|                                                                                            | 
|Results for the Reorganized Predecessor Companyfrom June 30, 2003 through February 29, 2004 |  | Reorganized PredecessorCompany 2004 Eight Months
|                                                                                            | 
|Results for the Reorganized Predecessor Companyfrom July 1, 2002 through June 29, 2003      |  | Fiscal Year 2003                                



|NOTE 3. | SIGNIFICANT ACCOUNTING POLICIES
|------- | -------------------------------



Use of Estimates



The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The
more significant estimates made by management include allowances for obsolete inventory, uncollectible accounts receivable, long-lived assets, deferred tax assets and



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



reserves for litigation and claims, product warranty costs, and self-insurance costs. Actual results could differ from those estimates.



Cash and Cash Equivalents



All highly liquid fixed-income investments purchased with an original
maturity of three months or less are classified as cash equivalents. Our cash equivalents consist primarily of money market funds. We had no cash equivalents at July 3, 2005 or June 27, 2004.



Trade Accounts Receivable



Trade accounts receivable are recorded at the invoiced amount and do not
bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in the existing accounts receivable. We determine the allowance based on historical write-off experience and our knowledge of specific
customer accounts and review it quarterly. Past due balances meeting specific criteria are reviewed individually for collectibility. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all
means of collection have been exhausted and the potential for recovery is considered remote.



Revenue Recognition



Products revenue is separated into two categories. Consumable products such as parts and supplies are generally recognized upon shipment. Revenue for equipment sales, which typically require installation, is recognized upon delivery, in
accordance with the terms of the contract. Installation services, if required, are generally performed by subcontractors, and the related revenue is recognized upon completion of the services. Revenue on arrangements with multiple deliverables is
allocated to the deliverables by using the relative fair value method prescribed by the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 00-21 Revenue Arrangements with Multiple
Deliverables.



Centers revenue is recognized at the time
the service is provided.



Inventories



Products inventory is valued at the lower of cost or market on a first-in,
first-out basis. Centers inventory is valued at the lower of cost or market, with cost being an average cost method.



Long-Lived Assets



Long-lived assets deemed impaired are recorded at the lower of the carrying amount or fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets. Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable.
For assets that are to be held and used, an impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the
asset down to its fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable.
Assets held for sale are carried at the lower of carrying value or estimated net realizable value.



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Property and Equipment



Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated principally on the
straight-line method over the estimated useful lives. Estimated useful lives of property and equipment are as follows:



|                              |  |                                                         
|----------------------------- |  | --------------------------------------------------------
|Buildings and improvements    |  | 5-40 years                                              
|Leasehold improvements        |  | lesser of the estimated useful life or term of the lease
|Bowling and related equipment |  | 5-10 years                                              
|Manufacturing equipment       |  | 2-7 years                                               
|Furniture and fixtures        |  | 3-8 years                                               



Expenditures for
routine maintenance and repairs which do not improve or extend the life of an asset are charged to expense as incurred. Major renewals or improvements are capitalized and amortized over the lesser of the remaining life of the asset or, if
applicable, lease term. Upon retirement or sale of an asset, its cost and related accumulated depreciation are removed from property and equipment and any gain or loss is recognized.



Warranty Costs



Generally, Products warrants all new products for a period of approximately one year. Products charges to expense an estimated amount for future warranty
obligations, and also offers customers the option to purchase extended warranties on certain products.



Warranty costs for the reported periods are as follows:



|                                                  |  |   |      
|------------------------------------------------- |  | - | -----
|Fiscal Year 2005                                  |  | $ | 1,858
|New Company 2004 Four Months                      |  |   | 470  
|Reorganized Predecessor Company 2004 Eight Months |  |   | 1,203
|Fiscal Year 2003                                  |  |   | 987  



Income Taxes



We are taxable corporations under the Internal Revenue Code of 1986, as
amended. Income taxes are accounted for using the asset and liability method under which deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial statement carrying amounts and the
tax bases of assets and liabilities.



Advertising Costs



Costs for advertising are expensed when incurred and consist of the
following amounts:



|                                                  |  |                                  |        |                   |   |       |  |   |       
|------------------------------------------------- |  | -------------------------------- | ------ | ----------------- | - | ----- |  | - | ------
|                                                  |  | Bowling CenterOperating Expenses |        | SG&A andCorporate |   | Total
|Fiscal Year 2005                                  |  | $                                | 10,968 |                   | $ | 2,694 |  | $ | 13,662
|New Company 2004 Four Months                      |  |                                  | 3,996  |                   |   | 774   |  |   | 4,770 
|Reorganized Predecessor Company 2004 Eight Months |  |                                  | 8,599  |                   |   | 1,213 |  |   | 9,812 
|Fiscal Year 2003                                  |  |                                  | 12,474 |                   |   | 1,801 |  |   | 14,275



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Foreign Currency Translation



All assets and liabilities of our international operations are translated from foreign currencies into U.S. dollars at
exchange rates in effect at the end of each fiscal period. Adjustments resulting from the translation of financial statements of international operations into U.S. dollars are included in the foreign currency translation adjustment in the
accompanying consolidated balance sheets, statements of stockholders equity and statements of comprehensive income (loss). Revenue and expenses of international operations are translated using average exchange rates that existed during each
fiscal period. Currency exchange gains and losses resulting from transactions conducted in other than local currencies are included in other expenses and consist of the following:



|                                                  |  |             |        |  
|------------------------------------------------- |  | ----------- | ------ | -
|                                                  |  | Gain/(loss) |       
|Fiscal Year 2005                                  |  | $           | (1,979 | )
|New Company 2004 Four Months                      |  |             | 384    |  
|Reorganized Predecessor Company 2004 Eight Months |  |             | 3,847  |  
|Fiscal Year 2003                                  |  |             | 3,733  |  



Fair Value of Financial Instruments



The carrying value of financial instruments, including
cash and cash equivalents and short-term debt, approximates fair value at July 3, 2005 and June 27, 2004 because of the short maturity of these instruments. The fair value of our $135,000 in term loans (the Term Loan) and our
$150,000 Subordinated Notes at July 3, 2005 was approximately $79,000 and $125,100, respectively.



Self-Insurance Programs



We are self-insured up to certain amounts for general and product liability, workers compensation, certain health care coverage, and property damage. The cost of these self-insurance programs is accrued based upon estimates of
settlements and costs for known and anticipated claims. We recorded an estimated liability to cover known claims and claims incurred but not reported as of July 3, 2005 and June 27, 2004, which is included in accrued expenses.



Accumulated Other Comprehensive Income (Loss)



Accumulated other comprehensive income (loss) consists of the foreign
currency translation adjustment and changes in fair value of derivative instrument on the accompanying consolidated balance sheets and statements of stockholders equity.



Earnings Per Share, Including Pro Forma Effects of Stock-Based Compensation



In conjunction with the Merger, the Old Common Stock was canceled on
February 27, 2004. There were no equity issuances in the New Company 2004 Four Months and therefore, no stock-based compensation disclosures are provided for the New Company 2004 Four Months.



For the 2004 Eight Months and Fiscal Year 2003, basic earnings per share was
computed using the weighted average number of outstanding shares of Old Common Stock during the period. Diluted loss per share adjusted the weighted average for the potential dilution that could have occurred if stock options, warrants or restricted
stock were exercised or converted into shares of Old Common Stock.



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



The computation for basic and diluted earnings (loss) per share is as follows:



|                                                              |  |                                |         |   |                |   |        |  
|------------------------------------------------------------- |  | ------------------------------ | ------- | - | -------------- | - | ------ | -
|                                                              |  | ReorganizedPredecessor Company |        
|                                                              |  | 2004EightMonths                |         |   | FiscalYear2003 |  
|Loss from continuing operations                               |  | $                              | (52,055 | ) |                | $ | (1,911 | )
|Net income (loss)                                             |  |                                | (47,758 | ) |                |   | 3,427  |  
|Weighted average shares of common stock outstanding           |  |                                |         |   |                |   |        |  
|Basic                                                         |  |                                | 10,000  |   |                |   | 10,000 |  
|Effect of stock options and warrants                          |  |                                |        |   |                |   | 109    |  
|                                                              |  |                                |         |   |                |   |        |  
|Diluted                                                       |  |                                | 10,000  |   |                |   | 10,109 |  
|                                                              |  |                                |         |   |                |   |        |  
|Loss from continuing operations per share - basic and diluted |  | $                              | (5.21   | ) |                | $ | (0.19  | )
|Net income (loss) per share  basic and diluted               |  |                                | (4.78   | ) |                |   | 0.34   |  
|                                                              |  |                                |         |   |                |   |        |  



Prior to cancellation
of the Old Common Stock, we used the intrinsic value method of accounting for stock-based employee compensation in accordance with Accounting Principles Board (APB) Opinion No. 25 Accounting for Stock Issued to
Employees. Under APB Opinion No. 25, compensation expense is based upon the difference, if any, between the fair value of the Old Common Stock and the exercise price on the date of the grant. If we had elected to recognize compensation
expense based on the fair value of all stock awards at grant date as prescribed by SFAS No. 123 Accounting for Stock-Based Compensation, the net income (loss) would have been reflected as the pro forma amounts shown below:



|                                                                       |  |                                |         |   |                 |   |        |  
|---------------------------------------------------------------------- |  | ------------------------------ | ------- | - | --------------- | - | ------ | -
|                                                                       |  | ReorganizedPredecessor Company |        
|                                                                       |  | 2004Eight Months               |         |   | FiscalYear 2003 |  
|Net income (loss), as reported                                         |  | $                              | (47,758 | ) |                 | $ | 3,427  |  
|Stock-based employee compensation under APB 25                         |  |                                | 892     |   |                 |   | 561    |  
|Pro forma stock-based employee compensation expense under SFAS No. 123 |  |                                | (3,228  | ) |                 |   | (2,716 | )
|                                                                       |  |                                |         |   |                 |   |        |  
|Net income (loss), pro forma                                           |  | $                              | (50,094 | ) |                 | $ | 1,272  |  
|                                                                       |  |                                |         |   |                 |   |        |  
|Net income (loss) per common share as reported                         |  |                                |         |   |                 |   |        |  
|Basic                                                                  |  | $                              | (4.78   | ) |                 | $ | 0.34   |  
|Diluted                                                                |  |                                | (4.78   | ) |                 |   | 0.34   |  
|                                                                       |  |                                |         |   |                 |   |        |  
|Net income (loss) per common share, pro forma                          |  |                                |         |   |                 |   |        |  
|Basic                                                                  |  | $                              | (5.05   | ) |                 | $ | 0.13   |  
|Diluted                                                                |  |                                | (5.05   | ) |                 |   | 0.13   |  
|                                                                       |  |                                |         |   |                 |   |        |  
|Weighted average shares                                                |  |                                |         |   |                 |   |        |  
|Basic                                                                  |  |                                | 10,000  |   |                 |   | 10,000 |  
|Diluted                                                                |  |                                | 10,000  |   |                 |   | 10,109 |  
|                                                                       |  |                                |         |   |                 |   |        |  



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



The fair value of each stock option grant was estimated at the time of the grant using the
Black-Scholes option-pricing model. Pro forma net income (loss) and net income (loss) per share disclosures were computed by amortizing the estimated fair value of the grants over the respective vesting periods. There were no equity awards granted
in the Reorganized Predecessor Company 2004 Eight Months. The weighted average assumptions used in the model and the resulting weighted average grant date estimates of fair value are as follows:



|                         |  |                                |       |  
|------------------------ |  | ------------------------------ | ----- | -
|                         |  | ReorganizedPredecessor Company |      
|                         |  | Fiscal Year 2003               |      
|Assumptions:             |  |                                |       |  
|Expected volatility      |  |                                | 45.00 | %
|Risk-free interest rate  |  |                                | 3.19  | %
|Expected term (in years) |  |                                | 5.2   |  
|Fair value estimates:    |  |                                |       |  
|In thousands             |  | $                              | 8,463 |  
|Per share                |  |                                | 8.95  |  



Effective
September 27, 2004, Kingpin Holdings adopted the 2004 Unit Option Plan (the Option Plan) and granted 100,000 options to purchase common units of Kingpin Holdings at an exercise price of $10.00 per common unit, to twenty two
(22) senior managers of Worldwide. One-third of the options vest on June 28 of each year beginning June 28, 2005. The options are subject to customary terms and conditions. The number of common units with respect to which options may
be granted under the Option Plan and which may be issued upon their exercise may not exceed 1,094,595 common units in the aggregate. Under the Option Plan, grants may be made to any director, executive or other key employee of, or any consultant or
advisors to, Kingpin Holdings or Worldwide. Kingpin Holdings and the Company currently use the intrinsic value method of accounting for stock based employee compensation in accordance with Accounting Principles Board (APB) Opinion
No. 25 Accounting for Stock Issued to Employees. Under APB Opinion No. 25, compensation expense is based upon the difference, if any, between the fair value of the unit option and the exercise price on the date of the grant. No
compensation expense for the unit options is reflected in the Fiscal Year 2005 results of operations, as all options granted under this plan had an exercise price not less than the market value of the common unit on the date of the grant. If we had
elected to recognize compensation expense based on the fair value of all stock awards at grant date as prescribed by SFAS No. 123 Accounting for Stock-Based Compensation, there would be no compensation expense.



The fair value of each unit option grant was estimated at the time of the
grant using the Black-Scholes option-pricing model. The weighted average assumptions used in the model and the resulting weighted average grant date estimates of fair value are as follows:



|                                           |  |                  |  
|------------------------------------------ |  | ---------------- | -
|                                           |  | Fiscal Year 2005 |  
|Assumptions:                               |  |                  |  
|Expected volatility  minimum value method |  | 0.00             | %
|Risk-free interest rate                    |  | 3.53             | %
|Expected term (in years)                   |  | 5.0              |  



Recent Accounting Pronouncements



In December 2004, the FASB issued SFAS No. 123
(revised 2004), Share-Based Payment (SFAS 123R) which requires all share-based payments to employees, including grants of employee stock options, be recognized in the income statement based on their grant date fair values.
Pro forma disclosure of stock option expense will no longer be permitted. The cost will be recognized over the requisite service period that an employee must provide to earn the award (i.e. usually the vesting period). For the Company, SFAS 123R is
effective as of the beginning of



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



fiscal year 2007. The Company is still evaluating the impact of adopting SFAS 123R and the choice of adoption methods.



Reclassifications



Certain amounts in the financial statements and supporting footnotes have been reclassified to conform to the current
years classification.



|NOTE 4. | DISCONTINUED OPERATIONS
|------- | -----------------------



On September 30, 2004, we sold our bowling center operations in the United Kingdom for gross proceeds of approximately $69,900 and on
February 8, 2005, we sold our bowling center operations in Australia for approximately $44,700. Additionally, we are marketing for sale our billiards division. In accordance with SFAS No. 144 Accounting for the Impairment or Disposal
of Long-lived Assets, the operations of the billiards division and the bowling centers in the United Kingdom and Australia are reported separately as discontinued operations for all periods presented.



The financial results of our discontinued operations were as follows:



|                                               |  |                 |        |                 |                                |        |                  |  |                 |        |  |   |        |  
|---------------------------------------------- |  | --------------- | ------ | --------------- | ------------------------------ | ------ | ---------------- |  | --------------- | ------ |  | - | ------ | -
|                                               |  | New Company     |        |                 | ReorganizedPredecessor Company |       
|(In thousands)                                 |  | Fiscal Year2005 |        | 2004 FourMonths |                                |        | 2004 EightMonths |  | Fiscal Year2003 |       
|Revenue                                        |  | $               | 55,593 |                 | $                              | 35,890 |                  |  | $               | 73,254 |  | $ | 96,582 |  
|                                               |  |                 |        |                 |                                |        |                  |  |                 |        |  |   |        |  
|Income from discontinued operations, pretax    |  |                 | 9,967  |                 |                                | 513    |                  |  |                 | 4,507  |  |   | 3,475  |  
|Provision (benefit) for income taxes           |  |                 | 2,864  |                 |                                | (261   | )                |  |                 | 210    |  |   | (1,863 | )
|                                               |  |                 |        |                 |                                |        |                  |  |                 |        |  |   |        |  
|Income from discontinued operations, after tax |  |                 | 7,103  |                 |                                | 774    |                  |  |                 | 4,297  |  |   | 5,338  |  
|                                               |  |                 |        |                
|Net gain on disposals, pretax                  |  |                 | 27,392 |                 |                                |       |                  |  |                 |       |  |   |       |  
|Provision for income taxes                     |  |                 | 11,945 |                 |                                |       |                  |  |                 |       |  |   |       |  
|                                               |  |                 |        |                 |                                |        |                  |  |                 |        |  |   |        |  
|Net gain on disposals, after tax               |  |                 | 15,447 |                 |                                |       |                  |  |                 |       |  |   |       |  
|                                               |  |                 |        |                 |                                |        |                  |  |                 |        |  |   |        |  
|Income from discontinued operations            |  | $               | 22,550 |                 | $                              | 774    |                  |  | $               | 4,297  |  | $ | 5,338  |  
|                                               |  |                 |        |                 |                                |        |                  |  |                 |        |  |   |        |  



The assets and
liabilities of the billiards operations are classified as held-for-sale as of July 3, 2005 and were as follows:



|                                       |  |             |      
|-------------------------------------- |  | ----------- | -----
|                                       |  | July 3,2005
|Accounts receivable, net of allowance  |  | $           | 1,638
|Inventories, net                       |  |             | 3,596
|Prepaid and other current assets       |  |             | 60   
|                                       |  |             |      
|Assets held for sale                   |  | $           | 5,294
|                                       |  |             |      
|Accounts payable                       |  | $           | 601  
|Accrued expenses and other liabilities |  |             | 468  
|                                       |  |             |      
|Liabilities held for sale              |  | $           | 1,069
|                                       |  |             |      



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



|NOTE 5. | INVENTORIES, NET
|------- | ----------------



Inventories, net of obsolescence reserves consist of the following:



|                               |  |              |        |               |   |       
|------------------------------ |  | ------------ | ------ | ------------- | - | ------
|                               |  | July 3, 2005 |        | June 27, 2004
|Products, at FIFO:             |  |              |        |               |   |       
|Raw materials                  |  | $            | 3,509  |               | $ | 6,157 
|Work in process (a)            |  |              | 112    |               |   | 2,281 
|Finished goods and spare parts |  |              | 16,410 |               |   | 14,362
|Centers, at average cost:      |  |              |        |               |   |       
|Merchandise and spare parts    |  |              | 5,500  |               |   | 7,945 
|                               |  |              |        |               |   |       
|Total inventories              |  | $            | 25,531 |               | $ | 30,745
|                               |  |              |        |               |   |       



|(a) | Work in process also includes certain inventory shipments in-transit to customers.
|--- | ----------------------------------------------------------------------------------



|NOTE 6. | PROPERTY AND EQUIPMENT
|------- | ----------------------



Property and equipment, net consist of:



|                                  |  |             |         |   |              |   |         |  
|--------------------------------- |  | ----------- | ------- | - | ------------ | - | ------- | -
|                                  |  | July 3,2005 |         |   | June 27,2004 |  
|Land                              |  | $           | 28,582  |   |              | $ | 44,248  |  
|Buildings and improvements        |  |             | 111,493 |   |              |   | 143,124 |  
|Equipment, furniture and fixtures |  |             | 155,934 |   |              |   | 186,488 |  
|Other                             |  |             | 7,825   |   |              |   | 10,664  |  
|                                  |  |             |         |   |              |   |         |  
|                                  |  |             | 303,834 |   |              |   | 384,524 |  
|Less accumulated depreciation     |  |             | (55,308 | ) |              |   | (20,568 | )
|                                  |  |             |         |   |              |   |         |  
|Property and equipment, net       |  | $           | 248,526 |   |              | $ | 363,956 |  
|                                  |  |             |         |   |              |   |         |  



Depreciation expense
related to property and equipment was as follows:



|                                                  |  |                      |       
|------------------------------------------------- |  | -------------------- | ------
|                                                  |  | Depreciation Expense
|Fiscal Year 2005                                  |  | $                    | 44,539
|New Company 2004 Four Months                      |  |                      | 16,204
|Reorganized Predecessor Company 2004 Eight Months |  |                      | 32,439
|Fiscal Year 2003                                  |  |                      | 68,969



Equipment under a
capital lease amounted to $1,938 as of July 3, 2005 and June 27, 2004. Accumulated depreciation of the leased equipment was $1,831 at July 3, 2005 and $1,437 at June 27, 2004.



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



|NOTE 7. | SUPPLEMENTAL CASH FLOW INFORMATION
|------- | ----------------------------------



The table below presents supplemental cash flow information for the reporting periods:



|                                 |  |             |        |                                 |   |                   |  |   |       
|-------------------------------- |  | ----------- | ------ | ------------------------------- | - | ----------------- |  | - | ------
|                                 |  | New Company |        | Reorganized Predecessor Company
|                                 |  | FY 2005     |        | 2004 Four Months                |   | 2004 Eight Months
|Cash paid during the period for: |  |             |        |                                 |   |                   |  |   |       
|Interest                         |  | $           | 21,984 |                                 | $ | 680               |  | $ | 31,868
|Income taxes                     |  |             | 5,078  |                                 |   | 915               |  |   | 1,451 



|NOTE 8. | ACCRUED EXPENSES AND OTHER LIABILITIES
|------- | --------------------------------------



Accrued expenses and other liabilities consist of:



|                                             |  |              |        |               |   |       
|-------------------------------------------- |  | ------------ | ------ | ------------- | - | ------
|                                             |  | July 3, 2005 |        | June 27, 2004
|Accrued compensation                         |  | $            | 11,758 |               | $ | 16,349
|Accrued interest                             |  |              | 4,929  |               |   | 6,528 
|Accrued professional fees                    |  |              | 5,753  |               |   | 5,163 
|Accrued taxes and licenses                   |  |              | 6,132  |               |   | 6,501 
|Accrued center closing costs                 |  |              | 2,223  |               |   | 1,927 
|Accrued warranty expense                     |  |              | 986    |               |   | 1,136 
|Accrued income taxes                         |  |              | 5,378  |               |   | 8,425 
|Accrued insurance                            |  |              | 10,399 |               |   | 9,835 
|Accrued rent                                 |  |              | 6,378  |               |   | 2,718 
|Other                                        |  |              | 17,185 |               |   | 21,397
|                                             |  |              |        |               |   |       
|Total accrued expenses and other liabilities |  | $            | 71,121 |               | $ | 79,979
|                                             |  |              |        |               |   |       



|NOTE 9. | LONG-TERM DEBT
|------- | --------------



As discussed in Note 1, we completed the Merger on February 27, 2004 and substantially all of the debt the Reorganized Predecessor Company had in
place prior to the Merger was paid in full.



Long- Term Debt Summary



|                                      |  |              |         |   |               |   |         |  
|------------------------------------- |  | ------------ | ------- | - | ------------- | - | ------- | -
|                                      |  | July 3, 2005 |         |   | June 27, 2004 |  
|Term Loan                             |  | $            | 78,564  |   |               | $ | 135,000 |  
|Revolver                              |  |              |        |   |               |   |        |  
|Subordinated Notes, 10%, due 2010     |  |              | 123,910 |   |               |   | 150,000 |  
|Old Subordinated Notes, 13%, due 2008 |  |              | 5       |   |               |   | 5       |  
|Mortgage note and capitalized leases  |  |              | 2,365   |   |               |   | 3,792   |  
|                                      |  |              |         |   |               |   |         |  
|Total debt                            |  |              | 204,844 |   |               |   | 288,797 |  
|Current maturities                    |  |              | (1,073  | ) |               |   | (2,294  | )
|                                      |  |              |         |   |               |   |         |  
|Total long-term debt                  |  | $            | 203,771 |   |               | $ | 286,503 |  
|                                      |  |              |         |   |               |   |         |  



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Credit Agreement



As of February 27, 2004, in conjunction with the Merger, we entered into the Credit Agreement that consisted of a $135,000 Term Loan maturing in
August 2009 and a $40,000 revolving loan commitment (the Revolver) maturing in February 2009.



In June 2005, we entered into a Second Amendment to Credit Agreement (the Second Amendment). The Second Amendment, among other things,
provided us with the ability to add a synthetic letter of credit facility that will allow the issuance of up to an additional $20,000 of letters of credit, amended certain definitions and covenants to permit certain business combinations, amended
certain of the existing financial covenants, added a minimum liquidity test with respect to certain capital expenditures and a net senior leverage ratio test and amended certain definitions relating to the requirements to make mandatory excess cash
flow prepayments to, among other things, exclude certain adjustments and expenses resulting from certain corporate connections.



Outstanding borrowings under the Term Loan bear interest equal to either the Adjusted Eurocurrency Rate (as defined in the Credit Agreement) plus the
applicable margin (3.00%) or the Base Rate (as defined in the Credit Agreement) plus the applicable margin (2.00%), at the our option depending on certain financial ratios. The interest rate in effect at July 3, 2005 was 5.16% compared
with 4.13% at June 27, 2004. Outstanding borrowings under the Revolver bear interest equal to the Adjusted Eurocurrency Rate plus the applicable margin (3.00%) or the Base Rate plus the applicable margin (2.00%), subject to a pricing grid
tied to senior leverage. We pay a quarterly commitment fee of 0.50% on the unused portion of the Revolver. The Credit Agreement contains certain restrictive covenants, including the achievement of certain financial covenants and maximum levels of
capital expenditures.



No borrowings were outstanding under the
Revolver as of July 3, 2005 or June 27, 2004 and outstanding standby letters of credit issued under the Revolver totaled $18,785, leaving $21,215 available for additional borrowings or letters of credit. Our aggregate letter of credit
obligations outstanding under the Credit Agreement may not exceed $20,000. The principal amount of the Term Loan must be repaid on a quarterly basis in the amounts and at the times specified in the Credit Agreement, with a final principal payment of
$75,381 due on August 27, 2009. Current scheduled quarterly principal payments are $199 and are due on the 30th day of the last month of the calendar quarter. Repayment also is required in amounts specified in the Credit Agreement for certain
events including certain asset sale proceeds and equity and debt offering proceeds. The Credit Agreement requires the frequency of interest payments to be not less than quarterly and an annual mandatory prepayment of the Term Loan based on a
percentage of free cash flow, ranging from 25-75%, as specified in the Credit Agreement. The obligations under the Credit Agreement are secured by substantially all of our U.S. assets and a 65% pledge of the capital stock of one of our first tier
foreign subsidiaries. Certain of our U.S. subsidiaries have guaranteed, or are directly obligated on, the Credit Agreement. The Credit Agreement contains certain events of default including cross default provisions.



In October 2004, we made a required repayment under our Credit Agreement of
approximately $16,100 due to the sale of our bowling center operations in the United Kingdom, property sales in Australia and a termination of a license to operate a bowling center on public land in Paris. Additionally, in December 2004, we made a
voluntary repayment under our Credit Agreement of approximately $30,000. In February 2005, we made a required repayment of $8,738 related to the sale of our bowling center operations in Australia. These repayments were applied to the Term Loan.
Under the Credit Agreement, these non-scheduled repayments are applied ratably to the remaining scheduled principal payments.



Subordinated Notes



As of February 27, 2004, in conjunction with the Merger, we issued the $150,000 Subordinated Notes with interest payable semi-annually. The
Subordinated Notes were issued pursuant to an indenture dated February 27, 2004 (the Indenture). The Subordinated Notes are expressly subordinated to the payment of the Credit Agreement and any other senior indebtedness; contain
affirmative and negative covenants that are customary to high yield instruments and generally no more restrictive than those contained in the Credit Agreement; contain certain events



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



of default including cross default provisions; are unsecured; and have the benefit of guarantees of certain of the U.S. subsidiaries. Subject to certain
exceptions, the Subordinated Notes may not be redeemed at our option before March 1, 2007. Thereafter, the Subordinated Notes are redeemable in the manner provided in the Indenture at redemption prices equal to 105.00% during the 12 month
period beginning March 1, 2007, 102.50% during the 12 month period beginning March 1, 2008 and 100.00% beginning on March 1, 2009 and thereafter. Upon the occurrence of a change of control (as defined in the Indenture), we are
required to offer to purchase the Subordinated Notes at 101.00% of their principal amount, plus accrued interest. Subject to certain restrictions and conditions, the Indenture permits the payment of a dividend or distribution to Kingpin Intermediate
Corp. or the repurchase or redemption of shares of Worldwide or any parent of Worldwide of up to 35% of the Net Cash Proceeds (as defined in the Indenture) from the sale of International Operations (as defined in the Indenture).



During Fiscal Year 2005, we repurchased and cancelled $26,100 of Subordinated
Notes. In connection with those transactions, we wrote-off $1,804 of related deferred financing costs and purchase premiums which are classified as a loss on extinguishment of debt.



Future minimum principal payments under the Term Loan and the Subordinated Notes are as follows:



|            |  |        |        
|----------- |  | ------ | -------
|Fiscal Year |  | Amount
|2006        |  | $      | 796    
|2007        |  |        | 796    
|2008        |  |        | 597    
|2009        |  |        | 795    
|2010        |  |        | 199,490
|Thereafter  |  |        |       



Old Credit Agreement



Our indebtedness under our former senior secured credit
agreement (the Old Credit Agreement) consisted of a $290,000 term facility and a $60,000 revolving credit facility. On December 19, 2002, after reviewing our future liquidity requirements, we voluntarily and permanently reduced the
revolving credit facility from $60,000 to $45,000. The Old Credit Agreement was paid in full in connection with the Merger.



Dividends



On February 8, 2005, the Board of Directors of Worldwide (the Board) approved a dividend of approximately $46,830 to Kingpin Intermediate
Corp., which is our sole shareholder. Under our Credit Agreement and Indenture, subject to certain restrictions and conditions, we may distribute up to 35% of the Net Cash Proceeds (as defined in the Indenture and the Credit Agreement) from the sale
of certain International Operations (as defined in the Indenture and the Credit Agreement). The payment of a dividend is prohibited if the announcement or paying of the dividend results in a change in outlook or downgrading of the Subordinated Notes
by Moodys or Standard & Poors. As a condition to paying a dividend, the Indenture also requires us to first make an offer to purchase to the holders of our to purchase Subordinated Notes with an aggregated principal amount equal
to 35% of such net cash proceeds at a price equal to 102% of the aggregate principal amount being purchased. On February 11, 2005, we made an offer to purchase approximately $46,830 of Subordinated Notes at 102% and approximately $100 were
repurchased at the close of the offer period on March 11, 2005. However, due to a change in our credit rating outlook by a credit rating agency and a down grade by another agency, the Company did not pay the dividend. Subject to the terms and
conditions of the Credit Agreement and Indenture, the Company may pay the dividend in the future.



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Old Subordinated Notes



As of the date of the Merger, substantially all of the holders of our then outstanding 13% Senior Subordinated Notes due
2008 (the Old Subordinated Notes) were satisfied in full. We paid $9,533 of accrued and unpaid interest related to these notes. We were also required to pay prepayment penalties of $26,486, which is classified as loss on extinguishment
of debt. In addition, we wrote-off all of the deferred financing costs related to the Old Credit Agreement and the Old Subordinated Notes in the amount of $8,832, which is classified as loss on extinguishment of debt.



|NOTE 10. | LIABILITIES SUBJECT TO RESOLUTION
|-------- | ---------------------------------



Liabilities subject to resolution in the Chapter 11 proceeding at July 3, 2005 were $143 and $233 at June 27, 2004. These balances consist
primarily of real and personal property taxes expected to be paid upon settlement of the claim or over a six year period.



|NOTE 11. | REORGANIZATION ITEMS, NET AND OTHER CHARGES
|-------- | -------------------------------------------



Reorganization



Reorganization items, net were $(271) in the New Company 2004 Four Months and $(341) in Fiscal Year 2003. These amounts include the reversal of estimated
expenses accrued in Fiscal Year 2001.



Asset Impairment Charges



We recorded asset impairment charges of approximately
$11,486 in Fiscal Year 2005, $826 in the New Company 2004 Four Months and $1,138 in Fiscal Year 2003 representing the difference between the fair market value and carrying value of impaired assets. The asset impairment charges relate to
under-performing bowling centers which were subsequently closed. Fair market value is generally determined based on the estimated sales proceeds from sales of idle bowling center property. Included in discontinued operations is an impairment of
billiards of $4,584. Additionally, included in Fiscal Year 2005 is $1,528 relating to certain cancelled capital projects within the scoring product line of Products.



|NOTE 12. | INCOME TAXES
|-------- | ------------



The Merger with Kingpin Holdings LLC on February 27, 2004 was an ownership change for tax purposes. The Merger with Kingpin Holdings required the
filing of a short period return for the Reorganized Predecessor Company ended on February 27, 2004. The New Company filed its first consolidated tax return for ten months ending December 31, 2004. We have a December 31 year-end for
U.S. income tax purposes.



At the time of the Merger, it was
believed to be more likely than not that the net deferred tax assets would not be realized. Therefore a full valuation allowance was established against the net deferred tax asset on February 27, 2004. In the current fiscal year, taxable income
generated from divestitures allowed us to utilize some of the pre-change deferred tax assets. Under FAS 109, those deferred tax assets that had a valuation allowance against them at the change date that are subsequently realized must first be used
to reduce indefinite life intangibles. The current year adjustment for realization of these deferred tax assets against intangibles is $9,235.



As a result of the Chapter 11 proceeding, the Plan provided for substantial changes in Worldwides ownership. After an ownership change, limits are
placed on net operating loss carryforwards and certain built-in losses existing on the change date. This annual limitation is $10,616 for taxable periods from March 9, 2002 through February 27, 2004. The net unrealized built-in loss items
existing on the change date are only subject to the annual limitation for the five year period beginning in the tax year ended December 31, 2002 and ending in the tax year ended December 31, 2006. In addition, the Merger with Kingpin
Holdings on February 27, 2004 was also an ownership change subject to annual limitations on net operating loss (NOL) carryforwards and net unrealized built-in losses. The new annual limitation is $6,338 starting on February 28, 2004. The
net unrealized built-in loss items existing on the



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



merger date are only subject to the annual limitation for the five year period beginning in the tax year ended December 31, 2004 and ending in the tax
year ended December 31, 2009.



Realization of deferred tax
assets associated with deductible temporary differences, the NOLs and foreign tax credit carryforwards is dependent on generating sufficient future taxable income. Based on historical and expected future taxable earnings, management believes it is
more likely than not that we will not realize the benefit of certain deferred tax assets, and, accordingly, we have established a valuation allowance against the net deferred tax asset in the amount of $180,186.



As of July 3, 2005, we have recorded U.S. deferred income taxes on
certain undistributed earnings of our foreign branches. On foreign subsidiaries where we have not recorded U.S. deferred income taxes, it is expected that these earnings will either be permanently reinvested in the operations within the respective
country or, if repatriated, will be substantially offset by foreign tax credits or NOLs.



Fiscal Year 2005 total tax expense of $19.9 million includes $14.8 million allocated to discontinued operations and $5.1 million allocated to continuing operations.



The provision for income taxes from continuing operations is presented below:



|                              |  |                  |       |                  |                                 |        |                   |  |                  |       |  |   |       |  
|----------------------------- |  | ---------------- | ----- | ---------------- | ------------------------------- | ------ | ----------------- |  | ---------------- | ----- |  | - | ----- | -
|                              |  | New Company      |       |                  | Reorganized Predecessor Company |       
|                              |  | Fiscal Year 2005 |       | 2004 Four Months |                                 |        | 2004 Eight Months |  | Fiscal Year 2003 |      
|Current income tax provision  |  |                  |       |                  |                                 |        |                   |  |                  |       |  |   |       |  
|U.S. Federal                  |  | $                | 7     |                  | $                               | 210    |                   |  | $                |      |  | $ |      |  
|State and local               |  |                  | 1,264 |                  |                                 | (869   | )                 |  |                  | 2,183 |  |   | 3,163 |  
|Foreign                       |  |                  | 3,805 |                  |                                 | (495   | )                 |  |                  | 1,004 |  |   | (169  | )
|                              |  |                  |       |                  |                                 |        |                   |  |                  |       |  |   |       |  
|Total current provision       |  |                  | 5,076 |                  |                                 | (1,154 | )                 |  |                  | 3,187 |  |   | 2,994 |  
|                              |  |                  |       |                  |                                 |        |                   |  |                  |       |  |   |       |  
|Deferred income tax provision |  |                  |       |                  |                                 |        |                   |  |                  |       |  |   |       |  
|U.S. Federal                  |  |                  |      |                  |                                 |       |                   |  |                  |      |  |   |      |  
|State and local               |  |                  |      |                  |                                 |       |                   |  |                  |      |  |   |      |  
|Foreign                       |  |                  |      |                  |                                 |       |                   |  |                  |      |  |   |      |  
|                              |  |                  |       |                  |                                 |        |                   |  |                  |       |  |   |       |  
|Total deferred provision      |  |                  |      |                  |                                 |       |                   |  |                  |      |  |   |      |  
|                              |  |                  |       |                  |                                 |        |                   |  |                  |       |  |   |       |  
|Total provision               |  | $                | 5,076 |                  | $                               | (1,154 | )                 |  | $                | 3,187 |  | $ | 2,994 |  
|                              |  |                  |       |                  |                                 |        |                   |  |                  |       |  |   |       |  



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



The provision for income taxes from continuing operations differs from the amount computed by
applying the statutory rate to the income (loss) before income taxes primarily due to valuation allowances, foreign, state and local taxes, effects of the Chapter 11 proceeding and other permanent adjustments as follows:



|                                                                   |  |                  |         |   |                                 |   |         |                   |  |   |                  |   |  |   |        |  
|------------------------------------------------------------------ |  | ---------------- | ------- | - | ------------------------------- | - | ------- | ----------------- |  | - | ---------------- | - |  | - | ------ | -
|                                                                   |  | New Company      |         |   | Reorganized Predecessor Company |  
|                                                                   |  | Fiscal Year 2005 |         |   | 2004 Four Months                |   |         | 2004 Eight Months |  |   | Fiscal Year 2003 |  
|Book income (loss) from continuing operations before income taxes: |  |                  |         |   |                                 |   |         |                   |  |   |                  |   |  |   |        |  
|U.S. Federal and State                                             |  | $                | (29,441 | ) |                                 | $ | (18,470 | )                 |  | $ | (46,062          | ) |  | $ | 7,924  |  
|Foreign                                                            |  |                  | 1,269   |   |                                 |   | (2,450  | )                 |  |   | (2,806           | ) |  |   | (6,841 | )
|                                                                   |  |                  |         |   |                                 |   |         |                   |  |   |                  |   |  |   |        |  
|Total                                                              |  | $                | (28,172 | ) |                                 | $ | (20,920 | )                 |  | $ | (48,868          | ) |  | $ | 1,083  |  
|                                                                   |  |                  |         |   |                                 |   |         |                   |  |   |                  |   |  |   |        |  
|Tax provision (benefit) computed at statutory rate                 |  | $                | (9,860  | ) |                                 | $ | (7,322  | )                 |  | $ | (17,104          | ) |  | $ | 379    |  
|Increases (reductions) in taxes due to:                            |  |                  |         |   |                                 |   |         |                   |  |   |                  |   |  |   |        |  
|Federal AMT tax                                                    |  |                  |        |   |                                 |   | 210     |                   |  |   |                 |   |  |   |       |  
|Foreign income taxes                                               |  |                  | 3,361   |   |                                 |   | (2,073  | )                 |  |   | 1,541            |   |  |   | (1,845 | )
|State and local income taxes, net                                  |  |                  | 1,264   |   |                                 |   | (869    | )                 |  |   | 2,183            |   |  |   | 2,056  |  
|Purchase accounting adjustments                                    |  |                  |        |   |                                 |   | 4,333   |                   |  |   |                 |   |  |   |       |  
|Other permanent items                                              |  |                  | 3,851   |   |                                 |   | 5,665   |                   |  |   | 2,558            |   |  |   | 977    |  
|Change in valuation allowance for deferred tax assets              |  |                  | 7,806   |   |                                 |   | (1,553  | )                 |  |   |                 |   |  |   | (8,379 | )
|Miscellaneous and other adjustments                                |  |                  | (1,346  | ) |                                 |   | 455     |                   |  |   | 14,009           |   |  |   | 9,806  |  
|                                                                   |  |                  |         |   |                                 |   |         |                   |  |   |                  |   |  |   |        |  
|Actual provision                                                   |  | $                | 5,076   |   |                                 | $ | (1,154  | )                 |  | $ | 3,187            |   |  | $ | 2,994  |  
|                                                                   |  |                  |         |   |                                 |   |         |                   |  |   |                  |   |  |   |        |  



The tax effects of
temporary differences and carryforwards that give rise to deferred tax assets and liabilities consist of:



|                                          |  |              |          |   |               |   |          |  
|----------------------------------------- |  | ------------ | -------- | - | ------------- | - | -------- | -
|                                          |  | New Company  |         
|                                          |  | July 3, 2005 |          |   | June 27, 2004 |  
|Deferred income tax assets                |  |              |          |   |               |   |          |  
|Current assets:                           |  |              |          |   |               |   |          |  
|Reserves not deductible for tax purposes  |  | $            | 14,034   |   |               | $ | 13,511   |  
|                                          |  |              |          |   |               |   |          |  
|Noncurrent assets:                        |  |              |          |   |               |   |          |  
|Net operating loss                        |  |              | 77,031   |   |               |   | 63,681   |  
|Depreciation on property and equipment    |  |              | 795      |   |               |   | 3,704    |  
|Goodwill                                  |  |              | 94,016   |   |               |   | 110,034  |  
|Other intangible assets                   |  |              | 767      |   |               |   | 4,288    |  
|                                          |  |              |          |   |               |   |          |  
|Noncurrent deferred tax assets            |  |              | 172,609  |   |               |   | 181,707  |  
|Deferred income tax liabilities:          |  |              |          |   |               |   |          |  
|Depreciation on property and equipment    |  |              | (5,741   | ) |               |   | (5,426   | )
|Other intangible assets                   |  |              | (716     | ) |               |   |         |  
|                                          |  |              |          |   |               |   |          |  
|Deferred tax liabilities                  |  |              | (6,457   | ) |               |   | (5,426   | )
|                                          |  |             
|Deferred taxes before valuation allowance |  |              | 180,186  |   |               |   | 189,792  |  
|Valuation allowance                       |  |              | (180,186 | ) |               |   | (186,865 | )
|                                          |  |              |          |   |               |   |          |  
|Net deferred tax assets                   |  | $            |         |   |               | $ | 2,927    |  
|                                          |  |              |          |   |               |   |          |  



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



At July 3, 2005, the valuation allowance was adjusted to intangibles in the amount of $9,235 for
utilization of deferred tax assets that had a full valuation allowance at February 27, 2004. The remaining change in valuation allowance was due to increases or decreases in net operating losses and deferred tax items.



|                                |  |             |         |              |   |        
|------------------------------- |  | ----------- | ------- | ------------ | - | -------
|                                |  | New Company
|                                |  | July 3,2005 |         | June 27,2004
|Net operating loss schedule     |  |             |         |              |   |        
|June 30, 2002                   |  | $           | 23,767  |              | $ | 30,105 
|June 30, 2003                   |  |             | 37,597  |              |   | 37,597 
|June 30, 2004                   |  |             | 84,877  |              |   | 96,003 
|June 30, 2005                   |  |             | 51,783  |              |   |       
|                                |  |             |         |              |   |        
|Net operating loss carryforward |  | $           | 198,024 |              | $ | 163,705
|                                |  |             |         |              |   |        



NOLs of $23,767,
$37,597, $84,877 and $51,783 will expire in 2022, 2023, 2024 and 2025, respectively. To the extent any of the above NOLs are utilized in future periods, the tax benefit will first be applied to reduce non-current intangible assets.



|NOTE 13. | COMMITMENTS AND CONTINGENCIES
|-------- | -----------------------------



Leases



In connection with the Merger, the land and related improvements of 186 owned U.S. bowling centers were sold and leased back for an initial period of 20 years. Centers and Products lease certain facilities and
equipment under operating leases, which expire at various dates. Centers has certain ground leases, associated with several centers, which expire at various dates. These leases generally contain renewal options and require payments of taxes,
insurance, maintenance, and other expenses in addition to the minimum annual rentals. Certain leases require contingent payments based on usage of equipment above certain specified levels.



Presented below are contingent rentals and total rent expense:



|                   |  |                |        |                                |   |                 |  |                |        |  |   |       
|------------------ |  | -------------- | ------ | ------------------------------ | - | --------------- |  | -------------- | ------ |  | - | ------
|                   |  | New Company    |        | ReorganizedPredecessor Company
|                   |  | FiscalYear2005 |        | 2004FourMonths                 |   | 2004EightMonths |  | FiscalYear2003
|Contingent rentals |  | $              | 263    |                                | $ | 236             |  | $              | 252    |  | $ | 408   
|Total rent expense |  |                | 52,615 |                                |   | 17,820          |  |                | 15,604 |  |   | 20,113



Future minimum rental
payments under operating and capital lease agreements as of July 3, 2005 are as follows:



|                                                                             |  |           |         |         |   |    
|---------------------------------------------------------------------------- |  | --------- | ------- | ------- | - | ---
|                                                                             |  | Operating |         | Capital
|Fiscal year ending:                                                          |  |           |         |         |   |    
|2006                                                                         |  | $         | 47,456  |         | $ | 300
|2007                                                                         |  |           | 45,025  |         |   | 104
|2008                                                                         |  |           | 41,395  |         |   | 1  
|2009                                                                         |  |           | 38,360  |         |   |   
|2010                                                                         |  |           | 39,282  |         |   |   
|Thereafter                                                                   |  |           | 463,052 |         |   |   
|                                                                             |  |           |         |         |   |    
|Total                                                                        |  | $         | 674,570 |         | $ | 405
|Less amounts representing interest atweighted average interest rate of 9.11% |  |           |         |         |   | 26 
|                                                                             |  |           |         |         |   |    
|Present value of lease obligations                                           |  |           |         |         | $ | 379
|                                                                             |  |           |         |         |   |    



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Equipment Warranties



The following table provides a roll-forward from June 27, 2004 of our exposure related to equipment warranties for the year ended July 3,
2005:



|                          |  |   |       |  
|------------------------- |  | - | ----- | -
|Balance, June 27, 2004    |  | $ | 1,136 |  
|Provision                 |  |   | 197   |  
|Payments                  |  |   | (327  | )
|Liabilities held for sale |  |   | (20   | )
|Balance, July 3, 2005     |  | $ | 986   |  



Equipment Sale Repurchase
Agreements and Operating Lease Guarantees



In connection
with certain equipment sales, AMF Products offers to certain lenders and leasing companies outside of the U.S. an equipment repurchase agreement. The repurchase price under such agreements is calculated to equal a portion of the debt incurred by
customers to finance the purchase of the equipment. Our aggregate amount of exposure related to equipment repurchase agreements is approximately $4,650 at the end of Fiscal Year 2005, of which $12 relates to equipment repurchase agreements entered
into prior to July 2, 2001 (the Petition Date). If a customer defaults under an equipment loan or lease, AMF Products may be requested to repurchase the equipment from the lender or leasing company and would be at risk for the
difference of the repurchase price paid to the lender or leasing company and the amount AMF Products could realize in re-selling the equipment.



The obligations under the repurchase agreements that were incurred prior to the Petition Date were impaired under the Plan. Management has taken the
position that the beneficiaries of such agreements are only entitled to their distributions as unsecured creditors of the Company under the Plan.



Our exposure under equipment repurchase agreements entered into after the Petition Date is $4,638 at the end of Fiscal Year 2005. This amount includes 21
equipment repurchase agreements that have been entered into since the Petition Date. We believe we can realize approximately $7,000 upon the sale of the equipment if it was required to perform under such agreements, leaving us with no net exposure.
While there can be no assurance as to the timing, such equipment sales would occur in the normal course of business.



Effective January 1, 2003, we adopted the provisions of FASB Interpretation No. 45 Guarantors Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others, which require us to record the fair value of any equipment sale repurchase agreements executed or modified after December 31, 2002. Since this adoption, we have
entered into repurchase agreements which resulted in a liability of approximately $152 related to the guarantees at fair value.



Management Agreement with CHS



We entered into a management agreement with CHS following the Merger. Under this agreement, CHS provides certain financial, operational and management
services to us. The management agreement provides for an annual management fee to be paid to CHS of $2,000, the payment of which will be subordinated to the notes and will not be payable, among other reasons, if we are in default under the indenture
governing the notes.



Asset Sales



From time to time, we will sell real estate on which a bowling center is or
was operated, either in connection with the closing of a bowling center or in response to an attractive offer to buy the property.



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



During Fiscal Year 2005, we sold the land and buildings associated with four bowling centers in the
U.S. for net proceeds of $3,381 and losses of $474 and received $4,284 in consideration for the termination of a lease for premises on which we operated a bowling center. In addition, we terminated our license with the City of Paris, France to
operate a bowling center and received $4,500.



During Fiscal
Year 2004, we sold the land and buildings associated with the closure of six bowling centers in the U.S. for net proceeds of $3,110 and losses of $1,441, of which $810 was reserved and excess real estate and equipment in the U.S. for net proceeds of
$1,337 and gains of the same amount. We also sold the land and building associated with two bowling centers in Australia for net proceeds of $3,974 and a gain of $2,069.



During Fiscal Year 2003, the Company sold the land and building associated with a bowling center in the United States for
$559, the land associated with a bowling center that had been previously destroyed by fire in the United States for $201, and excess property in the United States for net proceeds of $416. Additionally, the Company sold its three bowling centers in
Hong Kong for $200. The selling activity related to the bowling centers in Hong Kong was initiated prior to the Transition Period.



On September 30, 2004, we sold 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $69,900 and exited bowling center
operations in that country. On February 8, 2005, we sold our 42 operating bowling centers in Australia for approximately $44,700 and exited bowling center operations in that country.



Centers net gains and losses from asset sales are included in bowling center operating expenses on the Consolidated
Statement of Operations.



Litigation and Claims



We currently and from time to time are subject to claims and actions arising
in the ordinary course of our business, including general liability, workers compensation, employee compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In
managements opinion, the claims and actions in which we are involved are not expected to have a material adverse impact on our financial position or results of operations.



In addition, we recently settled two class actions alleging violations of federal legislation involving unsolicited
communications. These actions were brought by plaintiffs who allegedly received unsolicited communications from us or from an agent on our behalf. Those class settlements have been made final and the cases have been dismissed. During Fiscal Year
2005, we incurred $364 in additional expense relating to the settlement of these cases.



In July 2005, the Western Australian Commissioner of State Revenue, (the Commission) assessed Worldwide approximately $314 for stamp taxes relating to the Merger. The assessment claims that the Merger was
a purchase of a land-rich company, which Western Australian law generally provides is a company whose real estate constitutes greater than 60% of all its assets (other than excluded assets). We paid the assessment under protest and filed an
objection. The objection is an internal review by the Commission. If the assessment is not reversed, management intends to appeal the assessment. The Australian states of South Australia and New South Wales have also made inquiries about the
applicability of their land-rich laws but have not made assessments.



European Community Tariff



The Commission of
the European Community (the Commission) increased tariffs last year on certain U.S. exports to the countries comprising the European Community (the EC) in response to benefits for U.S. exporters under the U.S. Foreign Sales
Corporation/Extraterritorial Income Exclusion tax regimes, which were declared in violation of U.S. obligations by the World Trade Organization (the WTO). A substantial portion of our bowling products imported into the EC was subject to
the additional duty. The additional duty was 5% ad valorem in March 2004 and increased 1% each month thereafter up to a maximum of 14%. In response, U.S. Congress enacted legislation that was intended to address the issues raised by the EC. The
Commission agreed to repeal temporarily



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



the additional duty retroactive to January 1, 2005 pending a WTO determination that the U.S. legislation adequately responded to global trade rules. On
August 12, 2005, a WTO dispute panel ruled that the U.S. did not comply with the earlier WTO decision against tax benefits for U.S. export firms. If this recent ruling is adopted, the Commission may re-impose the retaliatory tariffs.



|NOTE 14. | EMPLOYEE BENEFIT PLANS
|-------- | ----------------------



We have a defined contribution 401(k) plan to which certain U.S. employees may make voluntary contributions based on their compensation. Under the
provisions of the plan, we match 100% of the first 3% and 50% of the next 2% of employee contributions. Employer contributions made prior to January 1, 1999 vest on the fifth anniversary of employment. Employer contributions made subsequent to
December 31, 1998 vested immediately.



The amounts charged
to expense under this plan were:



|                                                  |  |   |      
|------------------------------------------------- |  | - | -----
|Fiscal Year 2005                                  |  | $ | 1,402
|New Company 2004 Four Months                      |  |   | 556  
|Reorganized Predecessor Company 2004 Eight Months |  |   | 1,141
|Fiscal Year 2003                                  |  |   | 1,667



The Company also
sponsors a defined benefit pension plan for certain of its United Kingdom employees. The expense for Fiscal Year 2005 and 2004 was approximately $360. At 7/3/2005, the plan had a minimum pension liability of $4,742 which represents the unfunded
status of the accumulated benefit obligation.



|NOTE 15. | EQUITY
|-------- | ------



In connection with the Merger, each former shareholder of Worldwide received $25.00 cash for each share of the Old Common Stock and all shares of
Worldwide were canceled. The capital stock of Merger Sub became the capital stock of Worldwide as part of the merger and Kingpin Intermediate Corp. became the sole shareholder of Worldwide.



Additionally, each outstanding and unexercised stock option was canceled. The
holders of these stock options received consideration in the amount of the difference between the stock option price and $25.00 multiplied by the number of shares subject to the vested portion of the option.



The table below summarizes the activity in the former 2002 Stock Option Plan:



|                                 |  |          |  
|-------------------------------- |  | -------- | -
|                                 |  | Options  |  
|Outstanding at June 29, 2003     |  | 946,000  |  
|Canceled                         |  | (946,000 | )
|                                 |  |          |  
|Outstanding at February 29, 2004 |  |         |  
|                                 |  |          |  



No awards were issued
from February 29, 2004 through June 27, 2004.



At
June 29, 2003, 946,000 options were outstanding at an exercise price of $21.19 and a weighted average remaining life of 5.9 years. At June 29, 2003, 373,094 options were exercisable at an exercise price of $21.19 with a weighted average
remaining life of 6.7 years.



Effective September 27,
2004, Kingpin Holdings adopted the 2004 Unit Option Plan (the 2004 Option Plan) and granted 100,000 options to purchase common units of Kingpin Holdings, at an exercise price of $10.00 per common unit, to twenty two (22) senior
managers of Worldwide. One-third of the options vest on June 28 of each year beginning June 28, 2005. The options are subject to customary terms and conditions. The number of common units with respect to which options may be granted under
the 2004 Option Plan and which may be issued upon their



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



exercise may not exceed 1,094,595 common units in the aggregate. Under the 2004 Option Plan, grants may be made to any director, executive or other key
employee of, or any consultant or advisors to, Kingpin Holdings or Worldwide. At July 3, 2005, 33,333 options were vested and exercisable. As of July 3, 2005, a total of 994,595 units remained available for grant under the Option Plan.



The table below summarizes the activity in the 2004 Option
Plan:



|                             |  |        
|---------------------------- |  | -------
|                             |  | Options
|Outstanding at June 27, 2004 |  |       
|Granted                      |  | 100,000
|Forfeited                    |  |       
|Exercised                    |  |       
|Expired                      |  |       
|                             |  |        
|Outstanding at July 3, 2005  |  | 100,000
|                             |  |        



|NOTE 16. | GEOGRAPHIC SEGMENTS
|-------- | -------------------



Operating revenue



|               |  |                |       |   |                                |   |       |                 |  |   |                |   |  |   |       |  
|-------------- |  | -------------- | ----- | - | ------------------------------ | - | ----- | --------------- |  | - | -------------- | - |  | - | ----- | -
|               |  | NewCompany     |       |   | ReorganizedPredecessor Company |  
|(In millions)  |  | FiscalYear2005 |       |   | 2004FourMonths                 |   |       | 2004EightMonths |  |   | FiscalYear2003 |  
|United States  |  | $              | 513.0 |   |                                | $ | 163.0 |                 |  | $ | 346.5          |   |  | $ | 515.3 |  
|Australia      |  |                | 3.1   |   |                                |   | 0.9   |                 |  |   | 2.2            |   |  |   | 3.6   |  
|Japan          |  |                | 22.8  |   |                                |   | 6.4   |                 |  |   | 16.6           |   |  |   | 15.7  |  
|Other European |  |                | 39.8  |   |                                |   | 14.6  |                 |  |   | 27.2           |   |  |   | 40.0  |  
|Other          |  |                | 15.3  |   |                                |   | 4.5   |                 |  |   | 7.9            |   |  |   | 13.8  |  
|Eliminations   |  |                | (25.4 | ) |                                |   | (5.8  | )               |  |   | (14.3          | ) |  |   | (17.4 | )
|               |  |                |       |   |                                |   |       |                 |  |   |                |   |  |   |       |  
|Total          |  | $              | 568.6 |   |                                | $ | 183.6 |                 |  | $ | 386.1          |   |  | $ | 571.0 |  
|               |  |                |       |   |                                |   |       |                 |  |   |                |   |  |   |       |  



Identifiable assets



|               |  |             |       |              |   |      
|-------------- |  | ----------- | ----- | ------------ | - | -----
|               |  | New Company
|(In millions)  |  | July 3,2005 |       | June 27,2004
|United States  |  | $           | 347.4 |              | $ | 365.8
|Australia      |  |             | 1.3   |              |   | 50.6 
|Japan          |  |             | 11.6  |              |   | 8.9  
|United Kingdom |  |             |      |              |   | 44.9 
|Other European |  |             | 16.1  |              |   | 18.4 
|Other          |  |             | 15.2  |              |   | 13.5 
|               |  |             |       |              |   |      
|Total          |  | $           | 391.6 |              | $ | 502.1
|               |  |             |       |              |   |      



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



|NOTE 17. | BUSINESS SEGMENTS
|-------- | -----------------



We operate in two business segments: operation of bowling centers and manufacturing and sale of bowling and related products. Information concerning
operations in these business segments is presented below:



|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|------------- |  | ---------------------------------- | ----- | ----------------- | - | ----- | --------------------- |  | - | ------------------ | - | --------------------------- | - | ----- | ------------------- | - | ---- | - |  | - | ---- | -
|              |  | Fiscal Year 2005                   |      
|(In millions) |  | Revenue fromunaffiliatedcustomers  |       | Intersegmentsales |   |       | Operatingincome(loss) |  |   | Identifiableassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                  | 438.4 |                   | $ |       |                       |  | $ | 21.8               |   |                             | $ | 242.5 |                     | $ | 36.1 |   |  | $ | 38.3 |  
|International |  |                                    | 20.0  |                   |   |      |                       |  |   | (1.0               | ) |                             |   | 14.2  |                     |   | 1.2  |   |  |   | 1.0  |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                    | 458.4 |                   |   |      |                       |  |   | 20.8               |   |                             |   | 256.7 |                     |   | 37.3 |   |  |   | 39.3 |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products:     |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  |                                    | 51.9  |                   |   | 22.7  |                       |  |   | 1.0                |   |                             |   | 78.9  |                     |   | 6.6  |   |  |   | 1.9  |  
|International |  |                                    | 58.3  |                   |   | 2.8   |                       |  |   | (0.4               | ) |                             |   | 16.8  |                     |   | 0.3  |   |  |   | 0.2  |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                    | 110.2 |                   |   | 25.5  |                       |  |   | 0.6                |   |                             |   | 95.7  |                     |   | 6.9  |   |  |   | 2.1  |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                    |      |                   |   |      |                       |  |   | (27.9              | ) |                             |   | 33.4  |                     |   | 1.9  |   |  |   | 2.3  |  
|Eliminations  |  |                                    |      |                   |   | (25.5 | )                     |  |   | (1.5               | ) |                             |   | 5.8   |                     |   | (0.5 | ) |  |   | (2.0 | )
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                  | 568.6 |                   | $ |      |                       |  | $ | (8.0               | ) |                             | $ | 391.6 |                     | $ | 45.6 |   |  | $ | 41.7 |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|              | 
|              |  | New Company 2004 Four Months       |      
|(In millions) |  | Revenue from unaffiliatedcustomers |       | Intersegmentsales |   |       | Operatingincome(loss) |  |   | Identifiableassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                  | 135.7 |                   | $ |       |                       |  | $ | (0.8               | ) |                             | $ | 251.8 |                     | $ | 13.2 |   |  | $ | 9.7  |  
|International |  |                                    | 7.6   |                   |   |      |                       |  |   | (0.1               | ) |                             |   | 125.4 |                     |   | 0.6  |   |  |   | 0.9  |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                    | 143.3 |                   |   |      |                       |  |   | (0.9               | ) |                             |   | 377.2 |                     |   | 13.8 |   |  |   | 10.6 |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products:     |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  |                                    | 22.9  |                   |   | 4.4   |                       |  |   | 0.2                |   |                             |   | 82.7  |                     |   | 2.2  |   |  |   | 0.5  |  
|International |  |                                    | 17.4  |                   |   | 1.4   |                       |  |   | (0.4               | ) |                             |   | 22.9  |                     |   | 0.1  |   |  |   | 0.2  |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                    | 40.3  |                   |   | 5.8   |                       |  |   | (0.2               | ) |                             |   | 105.6 |                     |   | 2.3  |   |  |   | 0.7  |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                    |      |                   |   |      |                       |  |   | (11.6              | ) |                             |   | 11.9  |                     |   | 0.6  |   |  |   | 0.1  |  
|Eliminations  |  |                                    |      |                   |   | (5.8  | )                     |  |   | 0.1                |   |                             |   | 7.4   |                     |   | (0.2 | ) |  |   |     |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                  | 183.6 |                   | $ |      |                       |  | $ | (12.6              | ) |                             | $ | 502.1 |                     | $ | 16.5 |   |  | $ | 11.4 |  
|              |  |                                    |       |                   |   |       |                       |  |   |                    |   |                             |   |       |                     |   |      |   |  |   |      |  



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|------------- |  | --------------------------------- | ----- | ------------------------------------------------- | - | ----- | ---------------------- |  | - | --------------------- | - |  | --------------------------- | ----- | - | ------------------- | - | ---- | - |  | - | ----
|              |  |                                   |       | Reorganized Predecessor Company 2004 Eight Months
|(In millions) |  |                                   |       | Revenue fromunaffiliatedcustomers                 |   |       | Intersegmentsales      |  |   | Operatingincome(loss) |   |  | Depreciationandamortization |       |   | Capitalexpenditures
|Centers       |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|U.S.          |  |                                   |       |                                                   | $ | 304.9 |                        |  | $ |                      |   |  | $                           | 39.7  |   |                     | $ | 27.7 |   |  | $ | 25.3
|International |  |                                   |       |                                                   |   | 15.7  |                        |  |   |                      |   |  |                             | 1.9   |   |                     |   | 0.9  |   |  |   | 0.8 
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Subtotal      |  |                                   |       |                                                   |   | 320.6 |                        |  |   |                      |   |  |                             | 41.6  |   |                     |   | 28.6 |   |  |   | 26.1
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Products:     |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|U.S.          |  |                                   |       |                                                   |   | 30.3  |                        |  |   | 11.2                  |   |  |                             | 1.1   |   |                     |   | 3.3  |   |  |   | 0.5 
|International |  |                                   |       |                                                   |   | 35.2  |                        |  |   | 3.1                   |   |  |                             | (2.3  | ) |                     |   | 0.2  |   |  |   | 0.1 
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Subtotal      |  |                                   |       |                                                   |   | 65.5  |                        |  |   | 14.3                  |   |  |                             | (1.2  | ) |                     |   | 3.5  |   |  |   | 0.6 
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Corporate     |  |                                   |       |                                                   |   |      |                        |  |   |                      |   |  |                             | (34.0 | ) |                     |   | 1.1  |   |  |   | 2.1 
|Eliminations  |  |                                   |       |                                                   |   |      |                        |  |   | (14.3                 | ) |  |                             | 0.2   |   |                     |   | (0.4 | ) |  |   |    
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Total         |  |                                   |       |                                                   | $ | 386.1 |                        |  | $ |                      |   |  | $                           | 6.6   |   |                     | $ | 32.8 |   |  | $ | 28.8
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|              | 
|              |  | Fiscal Year 2003                 
|(In millions) |  | Revenue fromunaffiliatedcustomers |       | Intersegmentsales                                 |   |       | Operatingincome (loss) |  |   | Identifiableassets    |   |  | Depreciationandamortization |       |   | Capitalexpenditures
|Centers       |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|U.S.          |  | $                                 | 452.5 |                                                   | $ |      |                        |  | $ | 53.3                  |   |  | $                           | 481.6 |   |                     | $ | 61.8 |   |  | $ | 27.0
|International |  |                                   | 25.3  |                                                   |   |      |                        |  |   | 2.8                   |   |  |                             | 101.1 |   |                     |   | 1.8  |   |  |   | 0.9 
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Subtotal      |  |                                   | 477.8 |                                                   |   |      |                        |  |   | 56.1                  |   |  |                             | 582.7 |   |                     |   | 63.6 |   |  |   | 27.9
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Products:     |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|U.S.          |  |                                   | 48.5  |                                                   |   | 14.2  |                        |  |   | 0.6                   |   |  |                             | 86.8  |   |                     |   | 5.3  |   |  |   | 1.4 
|International |  |                                   | 44.7  |                                                   |   | 3.2   |                        |  |   | (4.0                  | ) |  |                             | 26.7  |   |                     |   | 0.4  |   |  |   | 0.1 
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Subtotal      |  |                                   | 93.2  |                                                   |   | 17.4  |                        |  |   | (3.4                  | ) |  |                             | 113.5 |   |                     |   | 5.7  |   |  |   | 1.5 
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Corporate     |  |                                   |      |                                                   |   |      |                        |  |   | (20.5                 | ) |  |                             | 28.2  |   |                     |   | 1.3  |   |  |   | 2.3 
|Eliminations  |  |                                   |      |                                                   |   | (17.4 | )                      |  |   | 0.5                   |   |  |                             | 7.0   |   |                     |   | (0.7 | ) |  |   |    
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     
|Total         |  | $                                 | 571.0 |                                                   | $ |      |                        |  | $ | 32.7                  |   |  | $                           | 731.4 |   |                     | $ | 69.9 |   |  | $ | 31.7
|              |  |                                   |       |                                                   |   |       |                        |  |   |                       |   |  |                             |       |   |                     |   |      |   |  |   |     



|NOTE 18. | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
|-------- | --------------------------------------------



As discussed in Note 1, we issued $150,000 of Subordinated Notes in connection with the Merger. The Subordinated Notes are jointly and severally
guaranteed on a full and unconditional basis by our direct and indirect, wholly-owned domestic subsidiaries (the Guarantor Subsidiaries). Our foreign and non wholly-owned subsidiaries (the Non-Guarantor Subsidiaries) do not
provide guarantees. Based on this distinction, the following information presents the condensed consolidating balance sheet as of July 3, 2005 and June 27, 2004, condensed consolidating statements of operations and cash flows for the
Fiscal Year 2005, New Company 2004 Four Months, Reorganized Predecessor Company 2004 Eight Months and Fiscal Year 2003. The elimination entries presented are necessary to combine the entities. (See Note 1. Business
DescriptionOrganization, Joint Venture Merger and Fiscal Year and Note 9. Long-Term Debt).



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet



|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|--------------------------------------------- |  | ---------------- | ------- | - | --------------------- | - | -------- | ------------------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | ------- | -
|                                              |  | Fiscal Year 2005 |        
|                                              |  | Worldwide        |         |   | GuarantorSubsidiaries |   |          | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |         
|Assets                                        |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current assets:                               |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Cash and cash equivalents                     |  | $                | 39,537  |   |                       | $ | 4,045    |                           |  | $ | 1,672        |   |  | $     |         |   |  | $ | 45,254  |  
|Accounts and notes receivable, net            |  |                  |        |   |                       |   | 19,906   |                           |  |   | 3,591        |   |  |       |         |   |  |   | 23,497  |  
|Accounts and notes receivable - intercompany  |  |                  | 21,901  |   |                       |   | 139,208  |                           |  |   | 3,313        |   |  |       | (164,422 | ) |  |   |        |  
|Inventories, net                              |  |                  |        |   |                       |   | 22,546   |                           |  |   | 5,916        |   |  |       | (2,931   | ) |  |   | 25,531  |  
|Prepaid expenses and other current assets     |  |                  | (7,452  | ) |                       |   | 19,807   |                           |  |   | 1,938        |   |  |       |         |   |  |   | 14,293  |  
|Assets held for sale                          |  |                  |        |   |                       |   | 5,294    |                           |  |   |             |   |  |       |         |   |  |   | 5,294   |  
|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current assets                          |  |                  | 53,986  |   |                       |   | 210,806  |                           |  |   | 16,430       |   |  |       | (167,353 | ) |  |   | 113,869 |  
|Notes receivable  intercompany               |  |                  |        |   |                       |   |         |                           |  |   |             |   |  |       |         |   |  |   |        |  
|Property and equipment, net                   |  |                  | 7,748   |   |                       |   | 233,292  |                           |  |   | 5,114        |   |  |       | 2,372    |   |  |   | 248,526 |  
|Investment in subsidiaries                    |  |                  | 396,724 |   |                       |   |         |                           |  |   |             |   |  |       | (396,724 | ) |  |   |        |  
|Other assets                                  |  |                  | 15,092  |   |                       |   | 91,648   |                           |  |   | (1,211       | ) |  |       | (76,299  | ) |  |   | 29,230  |  
|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total assets                                  |  | $                | 473,550 |   |                       | $ | 535,746  |                           |  | $ | 20,333       |   |  | $     | (638,004 | ) |  | $ | 391,625 |  
|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Liabilities and Stockholders Equity          |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current liabilities:                          |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Accounts payable                              |  | $                | 46      |   |                       | $ | 11,759   |                           |  | $ | 701          |   |  | $     |         |   |  | $ | 12,506  |  
|Accrued expenses and other liabilities        |  |                  | 12,468  |   |                       |   | 53,005   |                           |  |   | 5,648        |   |  |       |         |   |  |   | 71,121  |  
|Current portion of long-term debt             |  |                  | 796     |   |                       |   | 277      |                           |  |   |             |   |  |       |         |   |  |   | 1,073   |  
|Accounts and notes payable - intercompany     |  |                  | 139,229 |   |                       |   | 1,498    |                           |  |   | 23,695       |   |  |       | (164,422 | ) |  |   |        |  
|Liabilities held for sale                     |  |                  |        |   |                       |   | 1,069    |                           |  |   |             |   |  |       |         |   |  |   | 1,069   |  
|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current liabilities                     |  |                  | 152,539 |   |                       |   | 67,608   |                           |  |   | 30,044       |   |  |       | (164,422 | ) |  |   | 85,769  |  
|Long-term debt, less current portion          |  |                  | 201,683 |   |                       |   | 2,088    |                           |  |   |             |   |  |       |         |   |  |   | 203,771 |  
|Liabilities subject to resolution             |  |                  |        |   |                       |   | 143      |                           |  |   |             |   |  |       |         |   |  |   | 143     |  
|Other long-term liabilities                   |  |                  | 21,569  |   |                       |   | 54,563   |                           |  |   | 4,909        |   |  |       | (76,299  | ) |  |   | 4,742   |  
|Notes payable-intercompany                    |  |                  |        |   |                       |   |         |                           |  |   |             |   |  |       |         |   |  |   |        |  
|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities                             |  |                  | 375,791 |   |                       |   | 124,402  |                           |  |   | 34,953       |   |  |       | (240,721 | ) |  |   | 294,425 |  
|Stockholders equity:                         |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Common Stock                                  |  |                  |        |   |                       |   |         |                           |  |   |             |   |  |       |         |   |  |   |        |  
|Paid-in capital                               |  |                  | 133,716 |   |                       |   | 614,700  |                           |  |   | 9,161        |   |  |       | (623,861 | ) |  |   | 133,716 |  
|Accumulated (deficit) earnings                |  |                  | (29,131 | ) |                       |   | (210,517 | )                         |  |   | (8,207       | ) |  |       | 218,165  |   |  |   | (29,690 | )
|Accumulated other comprehensive income (loss) |  |                  | (6,826  | ) |                       |   | 7,161    |                           |  |   | (15,574      | ) |  |       | 8,413    |   |  |   | (6,826  | )
|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total stockholders equity                    |  |                  | 97,759  |   |                       |   | 411,344  |                           |  |   | (14,620      | ) |  |       | (397,283 | ) |  |   | 97,200  |  
|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities and stockholders equity    |  | $                | 473,550 |   |                       | $ | 535,746  |                           |  | $ | 20,333       |   |  | $     | (638,004 | ) |  | $ | 391,625 |  
|                                              |  |                  |         |   |                       |   |          |                           |  |   |              |   |  |       |          |   |  |   |         |  



F-30



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet



|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|--------------------------------------------- |  | ------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | ------- | -
|                                              |  | June 27, 2004 |        
|                                              |  | Worldwide     |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |         
|Assets                                        |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current assets:                               |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Cash and cash equivalents                     |  | $             | 3,379   |   |                       | $ | 6,484   |                           |  | $ | 2,871        |   |  | $     |         |   |  | $ | 12,734  |  
|Accounts and notes receivable, net            |  |               |        |   |                       |   | 21,333  |                           |  |   | 4,404        |   |  |       |         |   |  |   | 25,737  |  
|Accounts and notes receivable - intercompany  |  |               | 16,288  |   |                       |   | 150,135 |                           |  |   | 20,146       |   |  |       | (186,569 | ) |  |   |        |  
|Inventories, net                              |  |               |        |   |                       |   | 27,430  |                           |  |   | 6,039        |   |  |       | (2,724   | ) |  |   | 30,745  |  
|Prepaid expenses and other current assets     |  |               | (7,137  | ) |                       |   | 19,444  |                           |  |   | 6,924        |   |  |       |         |   |  |   | 19,231  |  
|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current assets                          |  |               | 12,530  |   |                       |   | 224,826 |                           |  |   | 40,384       |   |  |       | (189,293 | ) |  |   | 88,447  |  
|Notes receivable  intercompany               |  |               | 47,330  |   |                       |   |        |                           |  |   | 5,663        |   |  |       | (52,993  | ) |  |   |        |  
|Property and equipment, net                   |  |               | 7,256   |   |                       |   | 315,007 |                           |  |   | 41,627       |   |  |       | 66       |   |  |   | 363,956 |  
|Investment in subsidiaries                    |  |               | 477,829 |   |                       |   |        |                           |  |   | 5            |   |  |       | (477,834 | ) |  |   |        |  
|Other assets                                  |  |               | 30,003  |   |                       |   | 98,258  |                           |  |   | (392         | ) |  |       | (78,165  | ) |  |   | 49,704  |  
|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total assets                                  |  | $             | 574,948 |   |                       | $ | 638,091 |                           |  | $ | 87,287       |   |  | $     | (798,219 | ) |  | $ | 502,107 |  
|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Liabilities and Stockholders Equity          |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current liabilities:                          |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Accounts payable                              |  | $             | 496     |   |                       | $ | 14,719  |                           |  | $ | 6,446        |   |  | $     |         |   |  | $ | 21,661  |  
|Accrued expenses and other liabilities        |  |               | 13,533  |   |                       |   | 60,189  |                           |  |   | 6,257        |   |  |       |         |   |  |   | 79,979  |  
|Current portion of long-term debt             |  |               | 1,688   |   |                       |   | 530     |                           |  |   | 76           |   |  |       |         |   |  |   | 2,294   |  
|Accounts and notes payable - intercompany     |  |               | 130,212 |   |                       |   | 13,576  |                           |  |   | 42,781       |   |  |       | (186,569 | ) |  |   |        |  
|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current liabilities                     |  |               | 145,929 |   |                       |   | 89,014  |                           |  |   | 55,560       |   |  |       | (186,569 | ) |  |   | 103,934 |  
|Long-term debt, less current portion          |  |               | 283,317 |   |                       |   | 2,837   |                           |  |   | 349          |   |  |       |         |   |  |   | 286,503 |  
|Liabilities subject to resolution             |  |               |        |   |                       |   | 233     |                           |  |   |             |   |  |       |         |   |  |   | 233     |  
|Other long-term liabilities                   |  |               | 21,569  |   |                       |   | 56,422  |                           |  |   | 174          |   |  |       | (78,165  | ) |  |   |        |  
|Notes payable-intercompany                    |  |               | 10,038  |   |                       |   |        |                           |  |   | 42,955       |   |  |       | (52,993  | ) |  |   |        |  
|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities                             |  |               | 460,853 |   |                       |   | 148,506 |                           |  |   | 99,038       |   |  |       | (317,727 | ) |  |   | 390,670 |  
|Stockholders equity:                         |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Common Stock                                  |  |               |        |   |                       |   |        |                           |  |   |             |   |  |       |         |   |  |   |        |  
|Paid-in capital                               |  |               | 133,716 |   |                       |   | 504,566 |                           |  |   | (10,975      | ) |  |       | (493,591 | ) |  |   | 133,716 |  
|Accumulated (deficit) earnings                |  |               | (16,334 | ) |                       |   | (9,965  | )                         |  |   | (886         | ) |  |       | 8,193    |   |  |   | (18,992 | )
|Accumulated other comprehensive income (loss) |  |               | (3,287  | ) |                       |   | (5,016  | )                         |  |   | 110          |   |  |       | 4,906    |   |  |   | (3,287  | )
|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total stockholders equity                    |  |               | 114,095 |   |                       |   | 489,585 |                           |  |   | (11,751      | ) |  |       | (480,492 | ) |  |   | 111,437 |  
|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities and stockholders equity    |  | $             | 574,948 |   |                       | $ | 638,091 |                           |  | $ | 87,287       |   |  | $     | (798,219 | ) |  | $ | 502,107 |  
|                                              |  |               |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  



F-31



---

##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                                                                         |  | Fiscal Year 2005 |        
|                                                                                                         |  | Worldwide        |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|Operating revenue                                                                                        |  | $                |        |   |                       | $ | 538,817 |                           |  | $ | 42,804       |   |  | $     | (13,043 | ) |  | $ | 568,578 |  
|Operating expenses:                                                                                      |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Cost of goods sold                                                                                       |  |                  |        |   |                       |   | 118,813 |                           |  |   | 21,988       |   |  |       | (12,583 | ) |  |   | 128,218 |  
|Bowling center operating expenses                                                                        |  |                  |        |   |                       |   | 324,690 |                           |  |   | 17,088       |   |  |       | (460    | ) |  |   | 341,318 |  
|Selling, general and administrative expenses                                                             |  |                  | 25,967  |   |                       |   | 19,896  |                           |  |   | 4,093        |   |  |       |        |   |  |   | 49,956  |  
|Restructuring, refinancing and other                                                                     |  |                  |        |   |                       |   | 11,486  |                           |  |   |             |   |  |       |        |   |  |   | 11,486  |  
|Depreciation and amortization                                                                            |  |                  | 1,906   |   |                       |   | 42,857  |                           |  |   | 831          |   |  |       | (25     | ) |  |   | 45,569  |  
|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Total operating expenses                                                                                 |  |                  | 27,873  |   |                       |   | 517,742 |                           |  |   | 44,000       |   |  |       | (13,068 | ) |  |   | 576,547 |  
|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                  | (27,873 | ) |                       |   | 21,075  |                           |  |   | (1,196       | ) |  |       | 25      |   |  |   | (7,969  | )
|Non-operating expenses (income):                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Interest expense                                                                                         |  |                  | 25,491  |   |                       |   | 272     |                           |  |   | 1,018        |   |  |       | (1,150  | ) |  |   | 25,631  |  
|Interest income                                                                                          |  |                  | (2,004  | ) |                       |   | (341    | )                         |  |   | (198         | ) |  |       | 1,150   |   |  |   | (1,393  | )
|Loss on extinguishment of debt                                                                           |  |                  | 1,804   |   |                       |   |        |                           |  |   |             |   |  |       |        |   |  |   | 1,804   |  
|Other expense (income)                                                                                   |  |                  | (28,540 | ) |                       |   | 26,669  |                           |  |   | (3,968       | ) |  |       |        |   |  |   | (5,839  | )
|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Total non-operating (income) expenses, net                                                               |  |                  | (3,249  | ) |                       |   | 26,600  |                           |  |   | (3,148       | ) |  |       |        |   |  |   | 20,203  |  
|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                  | (24,624 | ) |                       |   | (5,525  | )                         |  |   | 1,952        |   |  |       | 25      |   |  |   | (28,172 | )
|Provision (benefit) for income taxes                                                                     |  |                  | 728     |   |                       |   | 1,979   |                           |  |   | 1,358        |   |  |       | 1,011   |   |  |   | 5,076   |  
|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before equity in income (loss) of subsidiaries                  |  |                  | (25,352 | ) |                       |   | (7,504  | )                         |  |   | 594          |   |  |       | (986    | ) |  |   | (33,248 | )
|Equity in income (loss) of subsidiaries                                                                  |  |                  | (793    | ) |                       |   |        |                           |  |   |             |   |  |       | 793     |   |  |   |        |  
|Discontinued operations:                                                                                 |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from discontinued operations, net of tax                                                   |  |                  |        |   |                       |   | 7,650   |                           |  |   | (547         | ) |  |       |        |   |  |   | 7,103   |  
|Gain on disposal, net of tax                                                                             |  |                  | 15,447  |   |                       |   |        |                           |  |   |             |   |  |       |        |   |  |   | 15,447  |  
|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from discontinued Operations                                                               |  |                  | 15,447  |   |                       |   | 7,650   |                           |  |   | (547         | ) |  |       |        |   |  |   | 22,550  |  
|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                | (10,698 | ) |                       | $ | 146     |                           |  | $ | 47           |   |  | $     | (193    | ) |  | $ | (10,698 | )
|                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  



F-32



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                                                                                                            |  | New Company 2004 Four Months |        
|                                                                                                                                                            |  | Worldwide                    |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Operating revenue                                                                                                                                           |  | $                            |        |   |                       | $ | 173,742 |                           |  | $ | 14,712       |   |  | $     | (4,874 | ) |  | $ | 183,580 |  
|Operating expenses:                                                                                                                                         |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cost of goods sold                                                                                                                                          |  |                              |        |   |                       |   | 48,394  |                           |  |   | 6,760        |   |  |       | (4,585 | ) |  |   | 50,569  |  
|Bowling center operating expenses                                                                                                                           |  |                              |        |   |                       |   | 105,218 |                           |  |   | 5,722        |   |  |       | (281   | ) |  |   | 110,659 |  
|Selling, general and administrative expenses                                                                                                                |  |                              | 11,034  |   |                       |   | 5,198   |                           |  |   | 1,418        |   |  |       |       |   |  |   | 17,650  |  
|Restructuring, refinancing and other                                                                                                                        |  |                              |        |   |                       |   | 826     |                           |  |   |             |   |  |       |       |   |  |   | 826     |  
|Depreciation and amortization                                                                                                                               |  |                              | 584     |   |                       |   | 15,654  |                           |  |   | 266          |   |  |       | (55    | ) |  |   | 16,449  |  
|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total operating expenses                                                                                                                                    |  |                              | 11,618  |   |                       |   | 175,290 |                           |  |   | 14,166       |   |  |       | (4,921 | ) |  |   | 196,153 |  
|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Operating income (loss)                                                                                                                                     |  |                              | (11,618 | ) |                       |   | (1,548  | )                         |  |   | 546          |   |  |       | 47     |   |  |   | (12,573 | )
|Non-operating expenses (income):                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Interest expense                                                                                                                                            |  |                              | 8,158   |   |                       |   | 101     |                           |  |   | 2,530        |   |  |       | (2,421 | ) |  |   | 8,368   |  
|Interest income                                                                                                                                             |  |                              | (2,437  | ) |                       |   | (110    | )                         |  |   | (5           | ) |  |       | 2,421  |   |  |   | (131    | )
|Other expense (income)                                                                                                                                      |  |                              | (12,019 | ) |                       |   | 12,481  |                           |  |   | (72          | ) |  |       | (9     | ) |  |   | 381     |  
|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total non-operating expenses, net                                                                                                                           |  |                              | (6,298  | ) |                       |   | 12,472  |                           |  |   | 2,453        |   |  |       | (9     | ) |  |   | 8,618   |  
|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before reorganization items, net, provision (benefit) for income taxes and equity in income (loss) of
subsidiaries |  |                              | (5,320  | ) |                       |   | (14,020 | )                         |  |   | (1,907       | ) |  |       | 56     |   |  |   | (21,191 | )
|Reorganization items, net                                                                                                                                   |  |                              | (116    | ) |                       |   | (155    | )                         |  |   |             |   |  |       |       |   |  |   | (271    | )
|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before provision (benefit) for income taxes and equity in income (loss) of
subsidiaries                            |  |                              | (5,204  | ) |                       |   | (13,865 | )                         |  |   | (1,907       | ) |  |       | 56     |   |  |   | (20,920 | )
|Provision (benefit) for income taxes                                                                                                                        |  |                              | 275     |   |                       |   | (649    | )                         |  |   | (780         | ) |  |       |       |   |  |   | (1,154  | )
|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before equity in income (loss) of subsidiaries                                                                     |  |                              | (5,479  | ) |                       |   | (13,216 | )                         |  |   | (1,127       | ) |  |       | 56     |   |  |   | (19,766 | )
|Equity in income (loss) of subsidiaries                                                                                                                     |  |                              | (13,513 | ) |                       |   |        |                           |  |   |             |   |  |       | 13,513 |   |  |   |        |  
|Income (loss) from discontinued operations, net of tax                                                                                                      |  |                              |        |   |                       |   | 969     |                           |  |   | (195         | ) |  |       |       |   |  |   | 774     |  
|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                                                                                                                                           |  | $                            | (18,992 | ) |                       | $ | (12,247 | )                         |  | $ | (1,322       | ) |  | $     | 13,569 |   |  | $ | (18,992 | )
|                                                                                                                                                            |  |                              |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  



F-33



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------------------------------------------------- |  | ------------------------------------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                                                            |  | Reorganized Predecessor Company 2004 Eight Months |        
|                                                                                            |  | Worldwide                                         |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|Operating revenue                                                                           |  | $                                                 |        |   |                       | $ | 366,049 |                           |  | $ | 27,002       |   |  | $     | (6,994  | ) |  | $ | 386,057 |  
|                                                                                            |  |                                                   |         |   |                      
|Operating expenses:                                                                         |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Cost of goods sold                                                                          |  |                                                   |        |   |                       |   | 73,790  |                           |  |   | 12,659       |   |  |       | (6,563  | ) |  |   | 79,886  |  
|Bowling center operating expenses                                                           |  |                                                   |        |   |                       |   | 209,120 |                           |  |   | 11,159       |   |  |       | (431    | ) |  |   | 219,848 |  
|Selling, general and administrative expenses                                                |  |                                                   | 32,882  |   |                       |   | 11,535  |                           |  |   | 2,456        |   |  |       |        |   |  |   | 46,873  |  
|Depreciation and amortization                                                               |  |                                                   | 1,079   |   |                       |   | 31,316  |                           |  |   | 631          |   |  |       | (195    | ) |  |   | 32,831  |  
|                                                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Total operating expenses                                                                    |  |                                                   | 33,961  |   |                       |   | 325,761 |                           |  |   | 26,905       |   |  |       | (7,189  | ) |  |   | 379,438 |  
|                                                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income (loss)                                                                     |  |                                                   | (33,961 | ) |                       |   | 40,288  |                           |  |   | 97           |   |  |       | 195     |   |  |   | 6,619   |  
|                                                                                            |  |                                                   |         |   |                      
|Non-operating expenses (income):                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Interest expense                                                                            |  |                                                   | 24,101  |   |                       |   | 160     |                           |  |   |             |   |  |       | (101    | ) |  |   | 24,160  |  
|Interest income                                                                             |  |                                                   | (41     | ) |                       |   | (190    | )                         |  |   | (129         | ) |  |       | 101     |   |  |   | (259    | )
|Loss on extinguishment of debt                                                              |  |                                                   | 35,318  |   |                       |   |        |                           |  |   |             |   |  |       |        |   |  |   | 35,318  |  
|Other expense (income)                                                                      |  |                                                   | (22,235 | ) |                       |   | 17,243  |                           |  |   | 1,251        |   |  |       | 9       |   |  |   | (3,732  | )
|                                                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Total non-operating expenses, net                                                           |  |                                                   | 37,143  |   |                       |   | 17,213  |                           |  |   | 1,122        |   |  |       | 9       |   |  |   | 55,487  |  
|                                                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) before provision for income taxes and equity in income (loss) of subsidiaries |  |                                                   | (71,104 | ) |                       |   | 23,075  |                           |  |   | (1,025       | ) |  |       | 186     |   |  |   | (48,868 | )
|Provision for income taxes                                                                  |  |                                                   | 91      |   |                       |   | 2,458   |                           |  |   | 638          |   |  |       |        |   |  |   | 3,187   |  
|                                                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before equity in income (loss) of subsidiaries     |  |                                                   | (71,195 | ) |                       |   | 20,617  |                           |  |   | (1,663       | ) |  |       | 186     |   |  |   | (52,055 | )
|                                                                                            |  |                                                   |         |   |                      
|Equity in income (loss) of subsidiaries                                                     |  |                                                   | 23,437  |   |                       |   |        |                           |  |   |             |   |  |       | (23,437 | ) |  |   |        |  
|                                                                                            |  |                                                   |         |   |                      
|Income (loss) from discontinued operations, net of tax                                      |  |                                                   |        |   |                       |   | 1,106   |                           |  |   | 3,191        |   |  |       |        |   |  |   | 4,297   |  
|                                                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Net income (loss)                                                                           |  | $                                                 | (47,758 | ) |                       | $ | 21,723  |                           |  | $ | 1,528        |   |  | $     | (23,251 | ) |  | $ | (47,758 | )
|                                                                                            |  |                                                   |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  



F-34



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                                                                                                                            |  | Fiscal Year 2003 |        
|                                                                                                                                                            |  | Worldwide        |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|Operating revenue                                                                                                                                           |  | $                |        |   |                       | $ | 543,215 |                           |  | $ | 35,877       |   |  | $     | (8,096  | ) |  | $ | 570,996 |  
|                                                                                                                                                            |  |                  |         |   |                      
|Operating expenses:                                                                                                                                         |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Cost of goods sold                                                                                                                                          |  |                  |        |   |                       |   | 108,856 |                           |  |   | 14,596       |   |  |       | (7,677  | ) |  |   | 115,775 |  
|Bowling center operating expenses                                                                                                                           |  |                  |        |   |                       |   | 295,688 |                           |  |   | 15,833       |   |  |       | (419    | ) |  |   | 311,102 |  
|Selling, general and administrative expenses                                                                                                                |  |                  | 19,184  |   |                       |   | 16,569  |                           |  |   | 4,672        |   |  |       |        |   |  |   | 40,425  |  
|Restructuring, refinancing and other charges                                                                                                                |  |                  |        |   |                       |   | 1,138   |                           |  |   |             |   |  |       |        |   |  |   | 1,138   |  
|Depreciation and amortization                                                                                                                               |  |                  | 1,277   |   |                       |   | 67,531  |                           |  |   | 1,056        |   |  |       |        |   |  |   | 69,864  |  
|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Total operating expenses                                                                                                                                    |  |                  | 20,461  |   |                       |   | 489,782 |                           |  |   | 36,157       |   |  |       | (8,096  | ) |  |   | 538,304 |  
|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income (loss)                                                                                                                                     |  |                  | (20,461 | ) |                       |   | 53,433  |                           |  |   | (280         | ) |  |       |        |   |  |   | 32,692  |  
|                                                                                                                                                            |  |                  |         |   |                      
|Non-operating expense (income):                                                                                                                             |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Interest expense                                                                                                                                            |  |                  | 39,588  |   |                       |   | 247     |                           |  |   | (41          | ) |  |       | (2,177  | ) |  |   | 37,617  |  
|Interest income                                                                                                                                             |  |                  | (2,399  | ) |                       |   | (329    | )                         |  |   | (57          | ) |  |       | 2,177   |   |  |   | (608    | )
|Other expense (income)                                                                                                                                      |  |                  | (8,905  | ) |                       |   | 1,882   |                           |  |   | 1,964        |   |  |       |        |   |  |   | (5,059  | )
|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Total non-operating expenses, net                                                                                                                           |  |                  | 28,284  |   |                       |   | 1,800   |                           |  |   | 1,866        |   |  |       |        |   |  |   | 31,950  |  
|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before reorganization items, net, provision (benefit) for income taxes and equity in income (loss) of
subsidiaries |  |                  | (48,745 | ) |                       |   | 51,633  |                           |  |   | (2,146       | ) |  |       |        |   |  |   | 742     |  
|Reorganization items, net                                                                                                                                   |  |                  |        |   |                       |   | (341    | )                         |  |   |             |   |  |       |        |   |  |   | (341    | )
|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before provision (benefit) for income taxes and equity in income (loss) of
subsidiaries                            |  |                  | (48,745 | ) |                       |   | 51,974  |                           |  |   | (2,146       | ) |  |       |        |   |  |   | 1,083   |  
|Provision (benefit) for income taxes                                                                                                                        |  |                  |        |   |                       |   | 2,824   |                           |  |   | 170          |   |  |       |        |   |  |   | 2,994   |  
|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before equity in income (loss) of subsidiaries                                                                     |  |                  | (48,745 | ) |                       |   | 49,150  |                           |  |   | (2,316       | ) |  |       |        |   |  |   | (1,911  | )
|                                                                                                                                                            |  |                  |         |   |                      
|Equity in income (loss) of subsidiaries                                                                                                                     |  |                  | 52,172  |   |                       |   |        |                           |  |   |             |   |  |       | (52,172 | ) |  |   |        |  
|                                                                                                                                                            |  |                  |         |   |                      
|Income (loss) from discontinued operations, net of tax                                                                                                      |  |                  |        |   |                       |   | 1,756   |                           |  |   | 3,582        |   |  |       |        |   |  |   | 5,338   |  
|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Net income (loss)                                                                                                                                           |  | $                | 3,427   |   |                       | $ | 50,906  |                           |  | $ | 1,266        |   |  | $     | (52,172 | ) |  | $ | 3,427   |  
|                                                                                                                                                            |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  



F-35



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows



|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|------------------------------------------------------------------------------ |  | ---------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                               |  | Fiscal Year 2005 |        
|                                                                               |  | Worldwide        |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Net cash provided by (used in) operating activities from continuing operations |  | $                | 6,373   |   |                       | $ | 16,554  |                           |  | $ | 554          |   |  | $     | (432   | ) |  | $ | 23,049  |  
|                                                                               |  |                  |         |   |                      
|Cash flows from investing activities:                                          |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Purchases of property and equipment                                            |  |                  | (2,274  | ) |                       |   | (40,341 | )                         |  |   | (1,086       | ) |  |       | 2,024  |   |  |   | (41,677 | )
|Proceeds from the sale of property and equipment                               |  |                  |        |   |                       |   | 4,667   |                           |  |   |             |   |  |       |       |   |  |   | 4,667   |  
|Proceeds from the sale of subsidiary                                           |  |                  | 114,585 |   |                       |   |        |                           |  |   |             |   |  |       |       |   |  |   | 114,585 |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net cash provided by (used in) investing activities from continuing operations |  |                  | 112,311 |   |                       |   | (35,674 | )                         |  |   | (1,086       | ) |  |       | 2,024  |   |  |   | 77,575  |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cash flows from financing activities:                                          |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Payments under long-term debt                                                  |  |                  | (82,526 | ) |                       |   |        |                           |  |   |             |   |  |       |       |   |  |   | (82,526 | )
|Repayment under capital lease obligations                                      |  |                  |        |   |                       |   | (1,427  | )                         |  |   |             |   |  |       |       |   |  |   | (1,427  | )
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net cash used in financing activities from continuing operations               |  |                  | (82,526 | ) |                       |   | (1,427  | )                         |  |   |             |   |  |       |       |   |  |   | (83,953 | )
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Effect of exchange rates on cash                                               |  |                  |        |   |                       |   |        |                           |  |   |             |   |  |       | (1,592 | ) |  |   | (1,592  | )
|Net cash provided by (used in) discontinued operations                         |  |                  |        |   |                       |   | 18,108  |                           |  |   | (667         | ) |  |       |       |   |  |   | 17,441  |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net increase (decrease) in cash                                                |  |                  | 36,158  |   |                       |   | (2,439  | )                         |  |   | (1,199       | ) |  |       |       |   |  |   | 32,520  |  
|                                                                               |  |                  |         |   |                      
|Cash and cash equivalents at beginning of period                               |  |                  | 3,379   |   |                       |   | 6,484   |                           |  |   | 2,871        |   |  |       |       |   |  |   | 12,734  |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cash and cash equivalents at end of period                                     |  | $                | 39,537  |   |                       | $ | 4,045   |                           |  | $ | 1,672        |   |  | $     |       |   |  | $ | 45,254  |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  



F-36



---

##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows



|                                                                               |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|------------------------------------------------------------------------------ |  | ---------------------------- | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ---- | - |  | - | ------- | -
|                                                                               |  | New Company 2004 Four Months |       
|                                                                               |  | Worldwide                    |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |     
|Net cash provided by (used in) operating activities from continuing operations |  | $                            | (3,910 | ) |                       | $ | 612     |                           |  | $ | 405          |   |  | $     | (590 | ) |  | $ | (3,483  | )
|                                                                               |  |                              |        |   |                      
|Cash flows from investing activities:                                          |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Purchases of property and equipment                                            |  |                              | (88    | ) |                       |   | (10,357 | )                         |  |   | (994         | ) |  |       |     |   |  |   | (11,439 | )
|Proceeds from the sale of property and equipment                               |  |                              |       |   |                       |   | 525     |                           |  |   | (1           | ) |  |       |     |   |  |   | 524     |  
|                                                                               |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Net cash used in investing activities                                          |  |                              | (88    | ) |                       |   | (9,832  | )                         |  |   | (995         | ) |  |       |     |   |  |   | (10,915 | )
|                                                                               |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Cash flows from financing activities:                                          |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Deferred financing costs                                                       |  |                              | (301   | ) |                       |   |        |                           |  |   |             |   |  |       |     |   |  |   | (301    | )
|Repayment under capital lease obligations                                      |  |                              |       |   |                       |   | (260    | )                         |  |   |             |   |  |       |     |   |  |   | (260    | )
|                                                                               |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Net cash used in financing activities                                          |  |                              | (301   | ) |                       |   | (260    | )                         |  |   |             |   |  |       |     |   |  |   | (561    | )
|                                                                               |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Effect of exchange rates on cash                                               |  |                              |       |   |                       |   |        |                           |  |   |             |   |  |       | 590  |   |  |   | 590     |  
|Net cash provided by discontinued operations                                   |  |                              |       |   |                       |   | 9,110   |                           |  |   | 380          |   |  |       |     |   |  |   | 9,490   |  
|                                                                               |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Net decrease in cash                                                           |  |                              | (4,299 | ) |                       |   | (370    | )                         |  |   | (210         | ) |  |       |     |   |  |   | (4,879  | )
|                                                                               |  |                              |        |   |                      
|Cash and cash equivalents at beginning of period                               |  |                              | 7,678  |   |                       |   | 6,854   |                           |  |   | 3,081        |   |  |       |     |   |  |   | 17,613  |  
|                                                                               |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Cash and cash equivalents at end of period                                     |  | $                            | 3,379  |   |                       | $ | 6,484   |                           |  | $ | 2,871        |   |  | $     |     |   |  | $ | 12,734  |  
|                                                                               |  |                              |        |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  



F-37



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows



|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|------------------------------------------------------------------------------ |  | ------------------------------------------------- | -------- | - | --------------------- | - | -------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | -------- | -
|                                                                               |  | Reorganized Predecessor Company 2004 Eight Months |         
|                                                                               |  | Worldwide                                         |          |   | GuarantorSubsidiaries |   |          | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Net cash provided by (used in) operating activities from continuing operations |  | $                                                 | 228,143  |   |                       | $ | (232,717 | )                         |  | $ | (5,986       | ) |  | $     | 7,754  |   |  | $ | (2,806   | )
|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Cash flows from investing activities:                                          |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Purchases of property and equipment                                            |  |                                                   | (2,125   | ) |                       |   | (25,825  | )                         |  |   | (838         | ) |  |       |       |   |  |   | (28,788  | )
|Proceeds from the sale of property and equipment                               |  |                                                   |         |   |                       |   | 4,083    |                           |  |   | 34           |   |  |       |       |   |  |   | 4,117    |  
|Proceeds from Sale-Leaseback Agreements                                        |  |                                                   |         |   |                       |   | 254,000  |                           |  |   |             |   |  |       |       |   |  |   | 254,000  |  
|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash provided by (used in) investing activities from continuing operations |  |                                                   | (2,125   | ) |                       |   | 232,258  |                           |  |   | (804         | ) |  |       |       |   |  |   | 229,329  |  
|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Cash flows from financing activities:                                          |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Proceeds from long-term debt                                                   |  |                                                   | 285,000  |   |                       |   |         |                           |  |   |             |   |  |       |       |   |  |   | 285,000  |  
|Payments on long-term debt                                                     |  |                                                   | (412,227 | ) |                       |   |         |                           |  |   |             |   |  |       |       |   |  |   | (412,227 | )
|Payments under capital lease obligations                                       |  |                                                   |         |   |                       |   | (203     | )                         |  |   |             |   |  |       |       |   |  |   | (203     | )
|Dividends paid                                                                 |  |                                                   | (250,252 | ) |                       |   |         |                           |  |   |             |   |  |       |       |   |  |   | (250,252 | )
|Proceeds from issuance of common stock                                         |  |                                                   | 133,716  |   |                       |   |         |                           |  |   |             |   |  |       |       |   |  |   | 133,716  |  
|Deferred financing costs                                                       |  |                                                   | (21,747  | ) |                       |   |         |                           |  |   |             |   |  |       |       |   |  |   | (21,747  | )
|Stock options                                                                  |  |                                                   | (953     | ) |                       |   |         |                           |  |   |             |   |  |       |       |   |  |   | (953     | )
|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash used in financing activities                                          |  |                                                   | (266,463 | ) |                       |   | (203     | )                         |  |   |             |   |  |       |       |   |  |   | (266,666 | )
|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Effect of exchange rates on cash                                               |  |                                                   |         |   |                       |   |         |                           |  |   |             |   |  |       | (7,754 | ) |  |   | (7,754   | )
|Net cash provided by discontinued operations                                   |  |                                                   |         |   |                       |   | 2,076    |                           |  |   | 7,159        |   |  |       |       |   |  |   | 9,235    |  
|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Net increase (decrease) in cash                                                |  |                                                   | (40,445  | ) |                       |   | 1,414    |                           |  |   | 369          |   |  |       |       |   |  |   | (38,662  | )
|Cash and cash equivalents at beginning of period                               |  |                                                   | 48,123   |   |                       |   | 5,440    |                           |  |   | 2,712        |   |  |       |       |   |  |   | 56,275   |  
|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  
|Cash and cash equivalents at end of period                                     |  | $                                                 | 7,678    |   |                       | $ | 6,854    |                           |  | $ | 3,081        |   |  | $     |       |   |  | $ | 17,613   |  
|                                                                               |  |                                                   |          |   |                       |   |          |                           |  |   |              |   |  |       |        |   |  |   |          |  



F-38



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data and as otherwise noted)



Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows



|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------------------------------------ |  | ---------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                                               |  | Fiscal Year 2003 |        
|                                                                               |  | Worldwide        |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|Net cash provided by (used in) operating activities from continuing operations |  | $                | 55,257  |   |                       | $ | 24,857  |                           |  | $ | (12,132      | ) |  | $     | 10,410  |   |  | $ | 78,392  |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Cash flows from investing activities:                                          |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Purchases of property and equipment                                            |  |                  | (2,286  | ) |                       |   | (28,545 | )                         |  |   | (821         | ) |  |       |        |   |  |   | (31,652 | )
|Proceeds from the sale of property and equipment                               |  |                  |        |   |                       |   | 1,230   |                           |  |   |             |   |  |       |        |   |  |   | 1,230   |  
|Other                                                                          |  |                  |        |   |                       |   | 135     |                           |  |   |             |   |  |       |        |   |  |   | 135     |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Net cash used in investing activities from continuing operations               |  |                  | (2,286  | ) |                       |   | (27,180 | )                         |  |   | (821         | ) |  |       |        |   |  |   | (30,287 | )
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Cash flows from financing activities:                                          |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Payments on long-term debt                                                     |  |                  | (25,768 | ) |                       |   |        |                           |  |   |             |   |  |       |        |   |  |   | (25,768 | )
|Repayment under capital lease obligations                                      |  |                  |        |   |                       |   | (210    | )                         |  |   |             |   |  |       |        |   |  |   | (210    | )
|Other                                                                          |  |                  |        |   |                       |   | (33     | )                         |  |   |             |   |  |       |        |   |  |   | (33     | )
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Net cash used in financing activities from continuing operations               |  |                  | (25,768 | ) |                       |   | (243    | )                         |  |   |             |   |  |       |        |   |  |   | (26,011 | )
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Effect of exchange rates on cash                                               |  |                  |        |   |                       |   |        |                           |  |   |             |   |  |       | (10,410 | ) |  |   | (10,410 | )
|Net cash provided by discontinued operations                                   |  |                  |        |   |                       |   | 1,774   |                           |  |   | 8,650        |   |  |       |        |   |  |   | 10,424  |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Net increase (decrease) in cash                                                |  |                  | 27,203  |   |                       |   | (792    | )                         |  |   | (4,303       | ) |  |       |        |   |  |   | 22,108  |  
|Cash and cash equivalents at beginning of year                                 |  |                  | 20,920  |   |                       |   | 6,232   |                           |  |   | 7,015        |   |  |       |        |   |  |   | 34,167  |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  
|Cash and cash equivalents at end of year                                       |  | $                | 48,123  |   |                       | $ | 5,440   |                           |  | $ | 2,712        |   |  | $     |        |   |  | $ | 56,275  |  
|                                                                               |  |                  |         |   |                       |   |         |                           |  |   |              |   |  |       |         |   |  |   |         |  



F-39



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



SELECTED QUARTERLY FINANCIAL DATA



|                                             |  |     |         |   |     |   |         |         |  |   |         |   |  |   |         |  
|-------------------------------------------- |  | --- | ------- | - | --- | - | ------- | ------- |  | - | ------- | - |  | - | ------- | -
|2005 Fiscal Quarters                         | 
|                                             |  |     |         |  
|                                             |  | 1st |         |   | 2nd |   |         | 3rd     |  |   | 4th     |  
|Operating revenue                            |  | $   | 115,133 |   |     | $ | 145,358 |         |  | $ | 166,428 |   |  | $ | 141,659 |  
|Operating income (loss)                      |  |     | (17,519 | ) |     |   | 3,171   |         |  |   | 17,371  |   |  |   | (10,992 | )
|Income (loss) from:                          |  |     |         |   |     |   |         |         |  |   |         |   |  |   |         |  
|Continuing operations                        |  |     | (19,715 | ) |     |   | (4,391  | )       |  |   | 5,903   |   |  |   | (15,045 | )
|Discontinued operations                      |  |     | 6,775   |   |     |   | 30,378  |         |  |   | (2,502  | ) |  |   | (12,101 | )
|                                             |  |     |         |   |     |   |         |         |  |   |         |   |  |   |         |  
|Net income (loss)                            |  | $   | (12,940 | ) |     | $ | 25,987  |         |  | $ | 3,401   |   |  | $ | (27,146 | )
|                                             |  |     |         |   |     |   |         |         |  |   |         |   |  |   |         |  
|                                            
|2004 Fiscal Quarters                         | 
|                                             |  |     |         |  
|                                             |  | 1st |         |   | 2nd |   |         | 3rd (a) |  |   | 4th     |  
|Operating revenue                            |  | $   | 123,217 |   |     | $ | 146,537 |         |  | $ | 171,377 |   |  | $ | 128,506 |  
|Operating income (loss)                      |  |     | (4,808  | ) |     |   | 17,429  |         |  |   | (3,878  | ) |  |   | (14,775 | )
|Income (loss) from:                          |  |     |         |   |     |   |         |         |  |   |         |   |  |   |         |  
|Continuing operations                        |  |     | (12,904 | ) |     |   | 10,007  |         |  |   | (49,521 | ) |  |   | (19,481 | )
|Discontinued operations                      |  |     | 232     |   |     |   | 2,487   |         |  |   | 315     |   |  |   | 2,115   |  
|                                             |  |     |         |   |     |   |         |         |  |   |         |   |  |   |         |  
|Net income (loss)                            |  | $   | (12,672 | ) |     | $ | 12,494  |         |  | $ | (49,206 | ) |  | $ | (17,366 | )
|                                             |  |     |         |   |     |   |         |         |  |   |         |   |  |   |         |  
|Net income (loss) per share of common stock: |  |     |         |   |     |   |         |         |  |   |         |   |  |   |         |  
|Basic                                        |  | $   | (1.27   | ) |     | $ | 1.25    |         |  |   | N/A     |   |  |   | N/A     |  
|Diluted                                      |  |     | (1.27   | ) |     |   | 1.21    |         |  |   | N/A     |   |  |   | N/A     |  



|(a) | The 2004 Third Quarter ended March 28, 2004 includes results for the New Company from March 1, 2004 through March 28, 2004 and results for the Reorganized Predecessor
Company from December 29, 2003 through February 29, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-40



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##### Table of Contents



SIGNATURES



Pursuant to the
requirements of Section 13 or 15 (d) 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, as of the 30th day of September, 2005.



AMF BOWLING WORLDWIDE, INC.By:

/S/    FREDERICK R.
HIPPFrederick R. HippDirector, President and Chief Executive Officer (principal executive and financial officer)By:

/S/    W. THOMAS DIDLAKE,
JR.W. Thomas Didlake, Jr.Vice President and Corporate Controller (principal accounting officer)




S-1



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##### Table of Contents

EXHIBIT INDEX



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Order Confirming Second Amended Second Modified Joint Plan of Reorganization of AMF Bowling Worldwide, Inc. and certain of its direct and indirect subsidiaries (incorporated herein by
reference to the Companys Annual Report on Form 10-K, Exhibit 2.1, for the year ended December 31, 2001 (File No. 001-12131)).                                                                                                                                                                                                                                                                 
|     | 
|2.2  |  | Second Amended Second Modified Joint Plan of Reorganization of AMF Bowling Worldwide, Inc. and certain of its direct and indirect subsidiaries (incorporated herein by reference to the
Companys Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).                                                                                                                                                                                                                                                                                                                 
|     | 
|2.3  |  | Agreement and Plan of Merger dated as of November 26, 2003 among Kingpin Holdings, LLC, Kingpin Merger Sub, Inc. and AMF Bowling Worldwide, Inc. (incorporated herein by reference to the
Companys Current Report on Form 8-K dated November 28, 2003 (file No. 001-12131)).                                                                                                                                                                                                                                                                                                           
|     | 
|3.1  |  | Amended and Restated Certificate of Incorporation of AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Companys Current Report on Form 8-K dated March 8, 2002 (File
No. 001-12131)).                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|3.2  |  | Amended and Restated By-Laws of AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Companys Current Report on Form 8-K dated March 8, 2002 (File No.
001-12131)).                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|4.1  |  | Indenture dated as of February 27, 2004 by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Wilmington Trust Company, as Trustee,
with respect to 10.00% Senior Subordinated Notes due 2010 (incorporated herein by reference to the Companys Quarterly Report on Form 10-Q, Exhibit 4.1, for the quarterly period ended March 28, 2004 (File No. 001-12131)).                                                                                                                                                           
|     | 
|4.2  |  | Form of Senior Subordinated Note (attached as exhibit to Exhibit 4.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 
|4.3  |  | Registration Rights Agreement dated as of February 27, 2004 by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston LLC, as Initial Purchasers (incorporated herein by reference to the Companys Registration Statement on Form S-4, filed with the Securities and Exchange Commission on July
26, 2004 (file No. 333-117668)).                                                                                                            
|     | 
|4.4  |  | Registration Rights Agreement dated as of March 8, 2002 by and among AMF Bowling Worldwide, Inc. and certain holders of common stock (incorporated herein by reference to the Companys
Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).                                                                                                                                                                                                                                                                                                                           
|     | 
|4.5  |  | Series A Warrant Agreement dated as of March 8, 2002 between AMF Bowling Worldwide, Inc. and Mellon Investor Services LLC, as Warrant Agent (incorporated herein by reference to the
Companys Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).                                                                                                                                                                                                                                                                                                                    
|     | 
|4.6  |  | Series B Warrant Agreement dated as of March 8, 2002 between AMF Bowling Worldwide, Inc. and Mellon Investor Services LLC, as Warrant Agent (incorporated herein by reference to the
Companys Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).                                                                                                                                                                                                                                                                                                                    
|     | 
|4.7  |  | Supplemental Indenture, dated September 28, 2004, by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Wilmington Trust Company,
as Trustee, with respect to the 10% Senior Subordinated Notes due 2010 (incorporated herein by reference to the Companys Amendment No. 1 to Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 6,
2004 (File No. 333-117668-12)).                                                                                                          
|     | 
|4.8  |  | Joinder to Registration Rights Agreement, dated September 28, 2004, by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston, acting through its Cayman Islands Branch (incorporated herein by reference to the Companys Amendment No. 1 to Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on October 6, 2004 (File No. 333-117668-12)).                                                             
|     | 
|10.1 |  | Senior Secured Credit Agreement, dated as of February 27, 2004 among AMF Bowling Worldwide, Inc., certain of its subsidiaries as borrowers, the financial institution listed on the signature
pages thereto, and Credit Suisse First Boston LLC as Administrative Agent and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as Syndication Agent and Documentation Agent (without exhibits) (incorporated herein by
reference to the Companys Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarterly period ended March 28, 2004 (File No. 001-12131)).
|     | 
|10.2 |  | First Amendment to Credit Agreement dated as of September 20, 2004 among Kingpin Intermediate Corp., the Company, the Lenders signatory thereto and Credit Suisse First Boston, Cayman Islands
Branch, as Administrative Agent, amending that certain Credit Agreement dated as of February 27, 2004 (incorporated herein by reference to the Companys Amendment No. 1 to Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on October 6, 2004 (File No. 333-117668-12)).                                                                          



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##### Table of Contents

|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | Second Amendment to Credit Agreement dated as of June 2, 2005 among Kingpin Intermediate Corp., the Company, the Lenders signatory thereto and Credit Suisse First Boston, Cayman Islands
Branch, as Administrative Agent, further amending that certain Credit Agreement dated as of February 27, 2004 (filed herewith).                                                                                            
|      | 
|10.4  |  | AMF Bowling Worldwide, Inc. Bonus, Severance and Retention Program for Certain Employees, approved November 9, 2000 (incorporated herein by reference to the Companys Annual Report on
Form 10-K, Exhibit 10.38, for the year ended December 31, 2000 (File No. 001-12131)).*                                                                                                                                       
|      | 
|10.5  |  | Employment letter, dated as of February 27, 2004, between AMF Bowling Worldwide, Inc. and Frederick R. Hipp (incorporated herein by reference to the Companys Quarterly Report on Form
10-Q, Exhibit 10.5, for the quarterly period ended March 28, 2004 (File No. 001-12131)).*                                                                                                                                    
|      | 
|10.6  |  | Employment Letter, dated as of October 27, 2004, between AMF Bowling Worldwide, Inc. and Anthony J. Ponsiglione II (incorporated herein by reference to the Companys Quarterly Report on
Form 10-Q for the quarterly period ended September 26, 2004 (File No. 001-12131)).*                                                                                                                                        
|      | 
|10.7  |  | Employment Agreement, dated as of June 13, 2005, between AMF Bowling Products, LLC and John B. Walker (filed herewith).*                                                                                                                                                                                                                                                                                             
|      | 
|10.8  |  | Employment Agreement, dated as of September 28, 2005, between AMF Bowling Products, LLC and Christopher F. Caesar (filed herewith).*                                                                                                                                                                                                                                                                                 
|      | 
|10.9  |  | Lease I Agreement dated February 27, 2004 between iStar Bowling Centers I LP, as Landlord, and AMF Bowling Centers, Inc., as Tenant (incorporated herein by reference to the Companys
Quarterly Report on Form 10-Q, Exhibit 10.2, for the quarterly period ended March 28, 2004 (File No. 001-12131)).                                                                                                             
|      | 
|10.10 |  | Lease II Agreement dated February 27, 2004 between iStar Bowling Centers II LP, as Landlord, and AMF Bowling Centers, Inc., as Tenant (incorporated herein by reference to the Companys
Quarterly Report on Form 10-Q, Exhibit 10.3, for the quarterly period ended March 28, 2004 (File No. 001-12131).                                                                                                            
|      | 
|10.11 |  | Management Agreement, dated February 27, 2004, by and between CHS Management VI LP and AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Companys Quarterly Report on
Form 10-Q, Exhibit 10.4, for the quarterly period ended March 28, 2004 (File No. 001-12131)).                                                                                                                              
|      | 
|10.12 |  | Joint Venture Agreement dated as of June 13, 2005 by and among QubicaAMF Worldwide S.à.R.L., Qubica Lux S. à.R.L., AMF Bowling Products, LLC, AMF Bowling Products International
BV, Qubica S.p.A, AMF Bowling India Private Limited, AMF Bowling Products Mexico S. de R.L. de C.V., AMF Bowling Poland Sp.z.oo, AMF Bowling Products, LLC, Qubica Canada, Inc., Qubica USA, Inc. and Aquta S.r.l. (filed herewith).
|      | 
|10.13 |  | Contribution Agreement dated as of June 13, 2005 by and among QubicaAMF Worldwide S.à.R.L., Qubica Lux S.à.R.L. and AMF Holdings, Inc. (filed herewith).                                                                                                                                                                                                                                                             
|      | 
|10.14 |  | Kingpin Holdings LLC 2004 Unit Option Plan as of September 27, 2004 (incorporated herein by reference to the Companys Quarterly Report on Form 10-Q, for the quarterly period ended
December 26, 2004 (file No. 001-12131)).*                                                                                                                                                                                       
|      | 
|21.1  |  | Subsidiaries of the Company (filed herewith).                                                                                                                                                                                                                                                                                                                                                                        
|      | 
|31.1  |  | Certification by the Companys Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                 
|      | 
|32.1  |  | Certification by the Companys Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                 



|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------