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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

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



For the quarterly period ended March 27, 2005



or



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



For the transition period from  to



Commission file number 001-12131



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AMF BOWLING WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-3873272                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



8100 AMF Drive

Richmond, Virginia 23111

(Address of principal executive offices, including zip code)



(804) 730-4000

(Registrants telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last report.)



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



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange 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 ̈



As of March 27, 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.



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



TABLE OF
CONTENTS



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|PART I     |  |                                                                                      
|           |  |                                                                                      
|Item 1.    |  | Financial Statements                                                                  |  |     
|           |  |                                                                                      
|           |  | Condensed Consolidated Balance Sheets (unaudited)                                     |  | 2   
|           |  |                                                                                      
|           |  | Condensed Consolidated Statements of Operations (unaudited)                           |  | 3   
|           |  |                                                                                      
|           |  | Condensed Consolidated Statements of Cash Flows (unaudited)                           |  | 4   
|           |  |                                                                                      
|           |  | Notes to Condensed Consolidated Financial Statements (unaudited)                      |  | 5   
|           |  |                                                                                      
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 27  
|           |  |                                                                                      
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 44  
|           |  |                                                                                      
|Item 4.    |  | Controls and Procedures                                                               |  | 45  
|           | 
|PART II    |  |                                                                                      
|           |  |                                                                                      
|Item 1.    |  | Legal Proceedings                                                                     |  | 46  
|           |  |                                                                                      
|Item 6.    |  | Exhibits                                                                              |  | 47  
|           | 
|Signatures |  | 48                                                                                   



1



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)



PART I



ITEM 1. FINANCIAL STATEMENTS



|                                                                                                         |  |                |         |   |               |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ------------- | - | ------- | -
|                                                                                                         |  | New Company    |        
|(In thousands, except share data)                                                                        |  | March 27, 2005 |         |   | June 27, 2004 |  
|Assets                                                                                                   |  |                |         |   |               |   |         |  
|Current assets:                                                                                          |  |                |         |   |               |   |         |  
|Cash and cash equivalents                                                                                |  | $              | 86,319  |   |               | $ | 12,734  |  
|Accounts and notes receivable, net of allowance for doubtful accounts of $3,820 and $4,155, respectively |  |                | 19,637  |   |               |   | 25,737  |  
|Inventories, net                                                                                         |  |                | 24,773  |   |               |   | 30,745  |  
|Prepaid expenses and other current assets                                                                |  |                | 12,157  |   |               |   | 19,231  |  
|Assets held for sale (Note 3)                                                                            |  |                | 9,585   |   |               |   |        |  
|                                                                                                         |  |                |         |   |               |   |         |  
|Total current assets                                                                                     |  |                | 152,471 |   |               |   | 88,447  |  
|                                                                                                         |  |               
|Property and equipment, net                                                                              |  |                | 256,023 |   |               |   | 363,956 |  
|Other assets                                                                                             |  |                | 42,363  |   |               |   | 49,704  |  
|                                                                                                         |  |                |         |   |               |   |         |  
|Total assets                                                                                             |  | $              | 450,857 |   |               | $ | 502,107 |  
|                                                                                                         |  |                |         |   |               |   |         |  
|Liabilities and Stockholders Equity                                                                     |  |                |         |   |               |   |         |  
|                                                                                                         |  |               
|Current liabilities:                                                                                     |  |                |         |   |               |   |         |  
|Accounts payable                                                                                         |  | $              | 13,953  |   |               | $ | 21,661  |  
|Accrued expenses and other liabilities                                                                   |  |                | 75,579  |   |               |   | 79,979  |  
|Current portion of long-term debt                                                                        |  |                | 1,580   |   |               |   | 2,294   |  
|Liabilities held for sale (Note 3)                                                                       |  |                | 824     |   |               |   |        |  
|                                                                                                         |  |                |         |   |               |   |         |  
|Total current liabilities                                                                                |  |                | 91,936  |   |               |   | 103,934 |  
|                                                                                                         |  |               
|Long-term debt, less current portion                                                                     |  |                | 230,287 |   |               |   | 286,503 |  
|Liabilities, subject to resolution                                                                       |  |                | 155     |   |               |   | 233     |  
|                                                                                                         |  |                |         |   |               |   |         |  
|Total liabilities                                                                                        |  |                | 322,378 |   |               |   | 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                                                                                      |  |                | (2,544  | ) |               |   | (18,992 | )
|Accumulated other comprehensive loss                                                                     |  |                | (2,693  | ) |               |   | (3,287  | )
|                                                                                                         |  |                |         |   |               |   |         |  
|Total stockholders equity                                                                               |  |                | 128,479 |   |               |   | 111,437 |  
|                                                                                                         |  |                |         |   |               |   |         |  
|Total liabilities and stockholders equity                                                               |  | $              | 450,857 |   |               | $ | 502,107 |  
|                                                                                                         |  |                |         |   |               |   |         |  



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



2



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



|                                                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|------------------------------------------------------------ |  | ----------------- | ------- | - | ----------------------------- | - | ------ | -------------- |  | - | ----------------------------- | - |  | ------------- | ------- | - | ---------------- | - | ------ | - |  | - | ------- | -
|                                                             |  | New Company       |         |   | ReorganizedPredecessorCompany |   |        | New Company    |  |   | ReorganizedPredecessorCompany |  
|(In thousands)                                               |  | 2005 ThirdQuarter |         |   | 2004 OneMonth                 |   |        | 2004 TwoMonths |  |   | 2005 NineMonths               |   |  | 2004 OneMonth |         |   | 2004 EightMonths |  
|Operating revenue                                            |  | $                 | 166,428 |   |                               | $ | 55,044 |                |  | $ | 116,333                       |   |  | $             | 426,919 |   |                  | $ | 55,044 |   |  | $ | 386,057 |  
|                                                             |  |                   |         |   |                               |  
|Operating expenses:                                          |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Cost of goods sold                                           |  |                   | 30,720  |   |                               |   | 17,232 |                |  |   | 19,871                        |   |  |               | 93,069  |   |                  |   | 17,232 |   |  |   | 79,886  |  
|Bowling center operating expenses                            |  |                   | 90,097  |   |                               |   | 28,141 |                |  |   | 70,610                        |   |  |               | 253,891 |   |                  |   | 28,141 |   |  |   | 219,904 |  
|Selling, general and administrative expenses                 |  |                   | 11,590  |   |                               |   | 3,136  |                |  |   | 24,780                        |   |  |               | 37,267  |   |                  |   | 3,136  |   |  |   | 46,873  |  
|Asset impairments                                            |  |                   | 6,915   |   |                               |   |       |                |  |   |                              |   |  |               | 8,218   |   |                  |   |       |   |  |   |        |  
|Depreciation and amortization                                |  |                   | 9,735   |   |                               |   | 3,589  |                |  |   | 7,896                         |   |  |               | 31,451  |   |                  |   | 3,589  |   |  |   | 32,831  |  
|                                                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Total operating expenses                                     |  |                   | 149,057 |   |                               |   | 52,098 |                |  |   | 123,157                       |   |  |               | 423,896 |   |                  |   | 52,098 |   |  |   | 379,494 |  
|                                                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Operating income (loss)                                      |  |                   | 17,371  |   |                               |   | 2,946  |                |  |   | (6,824                        | ) |  |               | 3,023   |   |                  |   | 2,946  |   |  |   | 6,563   |  
|                                                             |  |                   |         |   |                               |  
|Non-operating (income) expenses:                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Interest expense                                             |  |                   | 6,189   |   |                               |   | 1,910  |                |  |   | 6,114                         |   |  |               | 19,370  |   |                  |   | 1,910  |   |  |   | 24,160  |  
|Interest income                                              |  |                   | (478    | ) |                               |   | (36    | )              |  |   | (133                          | ) |  |               | (810    | ) |                  |   | (36    | ) |  |   | (259    | )
|Loss on extinguishment of debt                               |  |                   |        |   |                               |   |       |                |  |   | 35,318                        |   |  |               |        |   |                  |   |       |   |  |   | 35,318  |  
|Other (income) expense, net                                  |  |                   | 1,760   |   |                               |   | 865    |                |  |   | (423                          | ) |  |               | (2,979  | ) |                  |   | 865    |   |  |   | (3,732  | )
|                                                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Total non-operating expenses                                 |  |                   | 7,471   |   |                               |   | 2,739  |                |  |   | 40,876                        |   |  |               | 15,581  |   |                  |   | 2,739  |   |  |   | 55,487  |  
|                                                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Income (loss) from continuing operations before income taxes |  |                   | 9,900   |   |                               |   | 207    |                |  |   | (47,700                       | ) |  |               | (12,558 | ) |                  |   | 207    |   |  |   | (48,924 | )
|Provision for income taxes                                   |  |                   | 3,997   |   |                               |   | 513    |                |  |   | 1,515                         |   |  |               | 5,645   |   |                  |   | 513    |   |  |   | 3,187   |  
|                                                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Income (loss) from continuing operations                     |  |                   | 5,903   |   |                               |   | (306   | )              |  |   | (49,215                       | ) |  |               | (18,203 | ) |                  |   | (306   | ) |  |   | (52,111 | )
|                                                             |  |                   |         |   |                               |  
|Discontinued operations (Note 3):                            |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Income (loss) from discontinued operations, net of tax       |  |                   | 269     |   |                               |   | (1,320 | )              |  |   | 1,635                         |   |  |               | 7,175   |   |                  |   | (1,320 | ) |  |   | 4,353   |  
|Gain (loss) on disposal, net of tax                          |  |                   | (2,771  | ) |                               |   |       |                |  |   |                              |   |  |               | 27,476  |   |                  |   |       |   |  |   |        |  
|                                                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  
|Income (loss) from discontinued operations                   |  |                   | (2,502  | ) |                               |   | (1,320 | )              |  |   | 1,635                         |   |  |               | 34,651  |   |                  |   | (1,320 | ) |  |   | 4,353   |  
|                                                             |  |                   |         |   |                               |  
|Net income (loss)                                            |  | $                 | 3,401   |   |                               | $ | (1,626 | )              |  | $ | (47,580                       | ) |  | $             | 16,448  |   |                  | $ | (1,626 | ) |  | $ | (47,758 | )
|                                                             |  |                   |         |   |                               |   |        |                |  |   |                               |   |  |               |         |   |                  |   |        |   |  |   |         |  



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



3



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|--------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------------------------- | - | ------ | ----------------- |  | - | -------- | -
|                                                                                                                      |  | New Company      |         |   | Reorganized Predecessor Company |  
|(In thousands)                                                                                                        |  | 2005 Nine Months |         |   | 2004 One Month                  |   |        | 2004 Eight Months | 
|Operating activities:                                                                                                 |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Net income (loss)                                                                                                     |  | $                | 16,448  |   |                                 | $ | (1,626 | )                 |  | $ | (47,758  | )
|Less: Income (loss) from discontinued operations, net of tax                                                          |  |                  | 34,651  |   |                                 |   | (1,320 | )                 |  |   | 4,353    |  
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Net loss from continuing operations                                                                                   |  |                  | (18,203 | ) |                                 |   | (306   | )                 |  |   | (52,111  | )
|                                                                                                                      |  |                  |        
|Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) continuing operations: |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Stock based compensation                                                                                              |  |                  |        |   |                                 |   |       |                   |  |   | 892      |  
|Depreciation and amortization                                                                                         |  |                  | 31,451  |   |                                 |   | 3,589  |                   |  |   | 32,831   |  
|Non-cash purchase method accounting adjustments                                                                       |  |                  |        |   |                                 |   | 7,090  |                   |  |   |         |  
|Write-off deferred financing costs                                                                                    |  |                  |        |   |                                 |   |       |                   |  |   | 8,832    |  
|(Gain) loss on the sale of property and equipment, net                                                                |  |                  | 1,109   |   |                                 |   | 241    |                   |  |   | (983     | )
|Gain from casualty loss                                                                                               |  |                  |        |   |                                 |   |       |                   |  |   | (1,413   | )
|Asset impairments                                                                                                     |  |                  | 8,218   |   |                                 |   |       |                   |  |   |         |  
|Changes in assets and liabilities:                                                                                    |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Accounts and notes receivable, net                                                                                    |  |                  | 4,514   |   |                                 |   | (1,928 | )                 |  |   | 4,466    |  
|Inventories                                                                                                           |  |                  | 254     |   |                                 |   | 1,785  |                   |  |   | 2,532    |  
|Other assets                                                                                                          |  |                  | 2,905   |   |                                 |   | 953    |                   |  |   | (4,410   | )
|Accounts payable and accrued expenses                                                                                 |  |                  | (4,880  | ) |                                 |   | (7,742 | )                 |  |   | 4,583    |  
|Income taxes payable                                                                                                  |  |                  | 1,854   |   |                                 |   | (72    | )                 |  |   | 1,840    |  
|Other long-term liabilities                                                                                           |  |                  | 2,047   |   |                                 |   | 135    |                   |  |   | 135      |  
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Net cash provided by (used in) operating activities from continuing operations                                        |  |                  | 29,269  |   |                                 |   | 3,745  |                   |  |   | (2,806   | )
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Investing activities:                                                                                                 |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Capital expenditures                                                                                                  |  |                  | (30,089 | ) |                                 |   | (2,310 | )                 |  |   | (28,788  | )
|Proceeds from:                                                                                                        |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Sale of property and equipment                                                                                        |  |                  | 2,400   |   |                                 |   | 466    |                   |  |   | 4,117    |  
|Sale of subsidiaries                                                                                                  |  |                  | 115,803 |   |                                 |   |       |                   |  |   |         |  
|Sale-Leaseback Agreements                                                                                             |  |                  |        |   |                                 |   |       |                   |  |   | 254,000  |  
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Net cash provided by (used in) investing activities from continuing operations                                        |  |                  | 88,114  |   |                                 |   | (1,844 | )                 |  |   | 229,329  |  
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Financing activities:                                                                                                 |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Proceeds from long-term debt                                                                                          |  |                  |        |   |                                 |   |       |                   |  |   | 285,000  |  
|Payments of long-term debt                                                                                            |  |                  | (56,139 | ) |                                 |   |       |                   |  |   | (412,227 | )
|Deferred financing costs                                                                                              |  |                  |        |   |                                 |   | (301   | )                 |  |   | (21,747  | )
|Payments under capital lease obligations                                                                              |  |                  | (791    | ) |                                 |   | (117   | )                 |  |   | (203     | )
|Dividends paid                                                                                                        |  |                  |        |   |                                 |   |       |                   |  |   | (250,252 | )
|Proceeds from issuance of common stock                                                                                |  |                  |        |   |                                 |   |       |                   |  |   | 133,716  |  
|Stock options                                                                                                         |  |                  |        |   |                                 |   |       |                   |  |   | (953     | )
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Net cash used in financing activities from continuing operations                                                      |  |                  | (56,930 | ) |                                 |   | (418   | )                 |  |   | (266,666 | )
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Effect of exchange rates on cash                                                                                      |  |                  | (4,430  | ) |                                 |   | 1,665  |                   |  |   | (7,754   | )
|Net cash provided by discontinued operations                                                                          |  |                  | 17,562  |   |                                 |   | 2,221  |                   |  |   | 9,235    |  
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Net increase (decrease) in cash                                                                                       |  |                  | 73,585  |   |                                 |   | 5,369  |                   |  |   | (38,662  | )
|Cash and cash equivalents at beginning of period                                                                      |  |                  | 12,734  |   |                                 |   | 17,613 |                   |  |   | 56,275   |  
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  
|Cash and cash equivalents at end of period                                                                            |  | $                | 86,319  |   |                                 | $ | 22,982 |                   |  | $ | 17,613   |  
|                                                                                                                      |  |                  |         |   |                                 |   |        |                   |  |   |          |  



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



4



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except as otherwise noted)

(unaudited)



NOTE 1. BUSINESS DESCRIPTION



Organization



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



| |  |  | the operation of bowling centers in the United States and internationally (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).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of March 27, 2005, we operated 379 bowling centers worldwide including 364 bowling centers in the U.S. and 15 international bowling centers. On
September 30, 2004, we sold our 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $71,200 and on February 8, 2005, we sold our 42 bowling centers in Australia for approximately $45,900 subject to certain post-closing
adjustments. We no longer have bowling center operations in the United Kingdom or Australia. The results of operations for the bowling centers in the United Kingdom and Australia 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.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On April 19, 2005, we signed an asset sale agreement to sell our billiards division which manufactures and sells its Playmaster, Highland and Renaissance brands of billiard tables. This transaction is expected to be
completed in the fourth quarter of fiscal year 2005. 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 certain management and administrative
services for Centers and Products. Worldwides business operations and operating assets are held in subsidiaries. AMF Bowling Centers, Inc., 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. Products is primarily operated through AMF Bowling Products, Inc., which is a wholly-owned, direct subsidiary of Worldwide.



5



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



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, 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 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. 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.



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 had 52 weeks and fiscal year 2005 has 53 weeks, with the extra week being reported in the fourth quarter.



NOTE 2. BASIS OF PRESENTATION



As permitted by the rules and regulations of the Securities and Exchange
Commission, the accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States (generally accepted accounting principles). All significant intercompany balances and transactions have been eliminated in consolidation. The results of
operations for any interim period are not necessarily indicative of the results to be expected for the full year.



The preparation of the financial statements in conformity with generally accepted accounting principles for financial information requires management to
make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimates. Certain previously reported amounts have been reclassified to conform to the
current year presentation.



In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, which are necessary to present fairly the consolidated financial position and the consolidated results of operations
and cash flows for all periods presented.



These financial
statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 27, 2004.



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



Prior to 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 three and nine
months ended March 28, 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.



|                                                                                             |  |                                                    
|-------------------------------------------------------------------------------------------- |  | ---------------------------------------------------
|Period                                                                                       |  | Referred to as                                     
|Results for the New Company from December 27, 2004 through March 27, 2005                    |  | 2005 Third Quarter                               
|                                                                                             | 
|Results for the New Company from March 1, 2004 through March 28, 2004                        |  | New Company 2004 One Month                       
|                                                                                             | 
|Results for Reorganized Predecessor Company from December 29, 2003 through February 29, 2004 |  | Reorganized Predecessor Company 2004 Two Months  
|                                                                                             | 
|Results for the New Company from June 28, 2004 through March 27, 2005                        |  | 2005 Nine Months                                 
|                                                                                             | 
|Results for the Reorganized Predecessor Company from June 30, 2003 through February 29, 2004 |  | Reorganized Predecessor Company 2004 Eight Months



NOTE 3. DISCONTINUED OPERATIONS



On September 30, 2004, we sold our bowling center
operations in the United Kingdom for gross proceeds of approximately $71,200 and on February 8, 2005, we sold our bowling center operations in Australia for approximately $45,900 subject to certain post-closing adjustments. Additionally, on April
19, 2005 we signed an asset sale agreement to sell our billiards division. This transaction is expected to be completed in the fourth quarter of fiscal year 2005. In accordance with Statement of Financial Accounting Standards (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.



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AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



The financial results of our
discontinued operations were as follows:



|                                                      |  |                   |        |   |                               |   |             |                |  |                               |        |               |   |        |                  |   |        |   |  |   |       
|----------------------------------------------------- |  | ----------------- | ------ | - | ----------------------------- | - | ----------- | -------------- |  | ----------------------------- | ------ | ------------- | - | ------ | ---------------- | - | ------ | - |  | - | ------
|                                                      |  | New Company       |        |   | ReorganizedPredecessorCompany |   | New Company |                |  | ReorganizedPredecessorCompany
|(In thousands)                                        |  | 2005 ThirdQuarter |        |   | 2004 OneMonth                 |   |             | 2004 TwoMonths |  | 2005 NineMonths               |        | 2004 OneMonth |   |        | 2004 EightMonths
|Revenue                                               |  | $                 | 8,766  |   |                               | $ | 8,592       |                |  | $                             | 20,775 |               | $ | 52,970 |                  | $ | 8,592  |   |  | $ | 73,254
|                                                      |  |                   |        |   |                               |   |             |                |  |                               |        |               |   |        |                  |   |        |   |  |   |       
|Income (loss) from discontinued operations, pretax    |  |                   | (25    | ) |                               |   | (1,107      | )              |  |                               | 1,801  |               |   | 10,039 |                  |   | (1,107 | ) |  |   | 4,563 
|Provision (benefit) for income taxes                  |  |                   | (294   | ) |                               |   | 213         |                |  |                               | 166    |               |   | 2,864  |                  |   | 213    |   |  |   | 210   
|                                                      |  |                   |        |   |                               |   |             |                |  |                               |        |               |   |        |                  |   |        |   |  |   |       
|Income (loss) from discontinued operations, after tax |  |                   | 269    |   |                               |   | (1,320      | )              |  |                               | 1,635  |               |   | 7,175  |                  |   | (1,320 | ) |  |   | 4,353 
|                                                      |  |                   |        |   |                               |  
|Gain on disposal, pretax                              |  |                   | 1,399  |   |                               |   |            |                |  |                               |       |               |   | 35,041 |                  |   |       |   |  |   |      
|Provision for income taxes                            |  |                   | 4,170  |   |                               |   |            |                |  |                               |       |               |   | 7,565  |                  |   |       |   |  |   |      
|                                                      |  |                   |        |   |                               |   |             |                |  |                               |        |               |   |        |                  |   |        |   |  |   |       
|Gain (loss) on disposal, after tax                    |  |                   | (2,771 | ) |                               |   |            |                |  |                               |       |               |   | 27,476 |                  |   |       |   |  |   |      
|                                                      |  |                   |        |   |                               |   |             |                |  |                               |        |               |   |        |                  |   |        |   |  |   |       
|Income (loss) from discontinued operations            |  | $                 | (2,502 | ) |                               | $ | (1,320      | )              |  | $                             | 1,635  |               | $ | 34,651 |                  | $ | (1,320 | ) |  | $ | 4,353 
|                                                      |  |                   |        |   |                               |   |             |                |  |                               |        |               |   |        |                  |   |        |   |  |   |       



The assets and
liabilities of the billiards operations are classified as held-for-sale as of March 27, 2005 and were as follows:



|                                       |  |               |      
|-------------------------------------- |  | ------------- | -----
|                                       |  | March 27,2005
|Accounts receivable, net of allowance  |  | $             | 2,140
|Inventories, net                       |  |               | 4,489
|Prepaid and other current assets       |  |               | 102  
|Property and equipment, net            |  |               | 2,818
|Other                                  |  |               | 36   
|                                       |  |               |      
|Assets held for sale                   |  | $             | 9,585
|                                       |  |               |      
|Accounts payable                       |  | $             | 559  
|Accrued expenses and other liabilities |  |               | 265  
|                                       |  |               |      
|Liabilities held for sale              |  | $             | 824  
|                                       |  |               |      



NOTE 4. EQUITY BASED COMPENSATION



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. We 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 2005 Third Quarter or the 2005 Nine Months net
earnings, 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.



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AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



NOTE 5. COMPREHENSIVE INCOME



Comprehensive income (loss) was $4,558 for the 2005 Third Quarter, $17,042
for the 2005 Nine Months, $(3,958) for the New Company 2004 One Month, $(64,068) for the Reorganized Predecessor Company 2004 Two Months, and $(59,071) for the Reorganized Predecessor Company 2004 Eight Months. Accumulated other comprehensive loss
of $2,693 at March 27, 2005 and $3,287 at June 27, 2004 is included in stockholders equity and consists of the foreign currency translation adjustment.



NOTE 6. INVENTORIES, NET



Inventories, net, at March 27, 2005 and June 27, 2004 consisted of:



|                               |  |               |        |              |   |       
|------------------------------ |  | ------------- | ------ | ------------ | - | ------
|                               |  | March 27,2005 |        | June 27,2004
|Products, at FIFO:             |  |               |        |              |   |       
|Raw materials                  |  | $             | 3,704  |              | $ | 6,157 
|Work in process (a)            |  |               | 1,427  |              |   | 2,281 
|Finished goods and spare parts |  |               | 13,655 |              |   | 14,362
|Centers, at average cost:      |  |               |        |              |   |       
|Merchandise and spare parts    |  |               | 5,987  |              |   | 7,945 
|                               |  |               |        |              |   |       
|Total inventories, net         |  | $             | 24,773 |              | $ | 30,745
|                               |  |               |        |              |   |       

---

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



NOTE 7. PROPERTY AND EQUIPMENT, NET



Property and equipment, net, at March 27, 2005 and June 27, 2004 consisted of:



|                                  |  |               |         |   |              |   |         |  
|--------------------------------- |  | ------------- | ------- | - | ------------ | - | ------- | -
|                                  |  | March 27,2005 |         |   | June 27,2004 |  
|Land                              |  | $             | 28,963  |   |              | $ | 44,248  |  
|Buildings and improvements        |  |               | 109,716 |   |              |   | 143,124 |  
|Equipment, furniture and fixtures |  |               | 153,432 |   |              |   | 186,488 |  
|Other                             |  |               | 9,762   |   |              |   | 10,664  |  
|                                  |  |               |         |   |              |   |         |  
|                                  |  |               | 301,873 |   |              |   | 384,524 |  
|Accumulated depreciation          |  |               | (45,850 | ) |              |   | (20,568 | )
|                                  |  |               |         |   |              |   |         |  
|Property and equipment, net       |  | $             | 256,023 |   |              | $ | 363,956 |  
|                                  |  |               |         |   |              |   |         |  



Depreciation expense
related to property and equipment was $9,569 for the 2005 Third Quarter, $30,953 for the 2005 Nine Months, $3,546 for the New Company 2004 One Month, $7,812 for the Reorganized Predecessor Company 2004 Two Months, and $32,439 for the Reorganized
Predecessor Company 2004 Eight Months.



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AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION



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



|                                 |  |                  |        |               |                               |      |                  |  |   |       
|-------------------------------- |  | ---------------- | ------ | ------------- | ----------------------------- | ---- | ---------------- |  | - | ------
|                                 |  | New Company      |        |               | ReorganizedPredecessorCompany
|                                 |  | 2005 Nine Months |        | 2004 OneMonth |                               |      | 2004 EightMonths
|Cash paid during the period for: |  |                  |        |               |                               |      |                  |  |   |       
|Interest                         |  | $                | 19,948 |               | $                             | 5    |                  |  | $ | 57,844
|Income taxes                     |  |                  | 3,093  |               |                               | (160 | )                |  |   | 1,451 
|                                 |  |                  |        |               |                               |      |                  |  |   |       



NOTE 9. LONG-TERM DEBT



Long-Term Debt Summary



Our long-term debt at March 27, 2005 and June 27, 2004 consisted of:



|                                      |  |                |         |   |               |   |         |  
|------------------------------------- |  | -------------- | ------- | - | ------------- | - | ------- | -
|                                      |  | March 27, 2005 |         |   | June 27, 2004 |  
|Term Loan                             |  | $              | 78,961  |   |               | $ | 135,000 |  
|Revolver                              |  |                |        |   |               |   |        |  
|Subordinated Notes, 10%, due 2010     |  |                | 149,900 |   |               |   | 150,000 |  
|Old Subordinated Notes, 13%, due 2008 |  |                | 5       |   |               |   | 5       |  
|Mortgage note and capitalized leases  |  |                | 3,001   |   |               |   | 3,792   |  
|                                      |  |                |         |   |               |   |         |  
|Total debt                            |  |                | 231,867 |   |               |   | 288,797 |  
|Current maturities                    |  |                | (1,580  | ) |               |   | (2,294  | )
|                                      |  |                |         |   |               |   |         |  
|Total long-term debt                  |  | $              | 230,287 |   |               | $ | 286,503 |  
|                                      |  |                |         |   |               |   |         |  



Credit Agreement



At March 27, 2005, we owed $78,961 in term loans (the Term Loan)
under a senior secured credit agreement (the Credit Agreement) which also has an aggregate revolving loan commitment of $40,000 (the Revolver). 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 10% Senior Subordinated Notes due 2010 for cash
consideration in an amount 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.



At March 27, 2005, there were no borrowings outstanding under the Revolver. Outstanding standby letters of credit issued
under the Revolver totaled $18,980 leaving $21,020 available for additional borrowings or letters of credit. Our aggregate letter of credit obligations outstanding under the Credit Agreement may not exceed $25,000. 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. Scheduled quarterly principal payments of $199 are due on the last day of
each 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



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AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



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 certain
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.



Subordinated Notes



We have $149,900 of 10% Senior Subordinated Notes due 2010 (the 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 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 and the Credit Agreement), 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 and the Credit Agreement) from the sale of International Operations (as defined in the Indenture and the Credit Agreement).



On February 11, 2005, we offered to purchase for cash up to $46,830 of our Subordinated Notes, as permitted by the
Indenture, with 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) at a price of 102% plus accrued and unpaid
interest. The purpose of the offer was to satisfy the requirements of the Indenture prior to paying a dividend to our stockholder. At the close of our offer, on March 11, 2005, we repurchased $100 of our Subordinated Notes.



NOTE 10. LIABILITIES SUBJECT TO RESOLUTION



In 2001, 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). On February 1, 2002, the Bankruptcy Court
confirmed the Second Amended Second Modified Joint Plan of Reorganization (the Plan) of the Debtors. The Plan became effective on March 8, 2002, which is the date on which the Debtors emerged from Chapter 11. Liabilities subject to
resolution in the Chapter 11 proceeding were $155 at March 27, 2005 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.



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AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



NOTE 11. COMMITMENTS AND CONTINGENCIES



Equipment Warranties



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



|                        |  |   |       |  
|----------------------- |  | - | ----- | -
|Balance, June 27, 2004  |  | $ | 1,136 |  
|Provision               |  |   | 139   |  
|Payments                |  |   | (262  | )
|Exchange rate effect    |  |   | 2     |  
|                        |  |   |       |  
|Balance, March 27, 2005 |  | $ | 1,015 |  
|                        |  |   |       |  



The warranty reserve
is evaluated on a regular basis to determine its adequacy. The reserve is based upon prior experience and managements estimates.



Asset Sales



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



The following table shows our asset sales for the reported periods:



|                |  |                    |     |           |                  |      |          |  |           |       |  |   |      |  
|--------------- |  | ------------------ | --- | --------- | ---------------- | ---- | -------- |  | --------- | ----- |  | - | ---- | -
|                |  | 2005 Third Quarter |     |           | 2005 Nine Months |     
|                |  | Proceeds           |     | Loss, net |                  |      | Proceeds |  | Loss, net |      
|Centers (U.S.): |  |                    |     |           |                  |      |          |  |           |       |  |   |      |  
|Excess property |  | $                  | 879 |           | $                | (811 | )        |  | $         | 2,397 |  | $ | (280 | )
|                |  |                    |     |           |                  |      |          |  |           |       |  |   |      |  



On September 30, 2004,
we sold 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $71,200 and exited bowling center operations in that country.



On February 8, 2005, we sold our 42 operating bowling centers in Australia for approximately $45,900 subject to certain post-closing adjustments and
exited bowling center operations in that country.



Centers net
losses from asset sales are included in bowling center operating expenses on the Condensed Consolidated Statements 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 are a defendant in two state court actions (one in Georgia and one in Missouri) 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. The plaintiffs in these actions sought statutory damages and
requested geographically-limited class certifications. A settlement of the Georgia class action has received final court approval. A settlement of the Missouri class action has received preliminary court approval. From time to time, we resolve
claims alleging similar violations in order to avoid litigation.



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



European Community Tariff



The Commission of the European Community 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%. The U.S. Congress recently enacted legislation which was intended to address the issues raised by the EC. The EC has agreed to repeal temporarily the additional duty retroactive to January
1, 2005 until the WTO determines that the U.S. legislation adequately responded to global trade rules. There can be no assurance that the WTO will make a favorable determination.



NOTE 12. DIVIDEND



On February 8, 2005, our Board of Directors 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 our International Operations (as
defined in the Indenture and the Credit Agreement). As a condition to making such distribution, the Indenture requires us to first make an offer to the holders of our Subordinated Notes 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, the Company was prohibited from paying the dividend. The Indenture does allow for the dividend to
be paid in the future.



NOTE 13. BUSINESS SEGMENTS



We operate in two business segments: Centers and Products. Information
concerning these segments from continuing operations is presented below:



|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|------------- |  | --------------------------------- | ----- | ----------------- | - | ---- | --------------------- |  | - | ----------- | - | --------------------------- | - | ----- | ------------------- | - | ---- | - |  | - | ---- | -
|              |  | 2005 Third Quarter                |      
|(In millions) |  | Revenue fromunaffiliatedcustomers |       | Intersegmentsales |   |      | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                 | 136.6 |                   | $ |     |                       |  | $ | 24.1        |   |                             | $ | 248.5 |                     | $ | 7.4  |   |  | $ | 9.6  |  
|International |  |                                   | 5.2   |                   |   |     |                       |  |   | 0.5         |   |                             |   | 15.1  |                     |   | 0.3  |   |  |   | 0.3  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                   | 141.8 |                   |   |     |                       |  |   | 24.6        |   |                             |   | 263.6 |                     |   | 7.7  |   |  |   | 9.9  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products:     |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  |                                   | 9.8   |                   |   | 6.2  |                       |  |   | 0.2         |   |                             |   | 76.0  |                     |   | 1.6  |   |  |   | 0.3  |  
|International |  |                                   | 14.8  |                   |   | 0.4  |                       |  |   | 0.1         |   |                             |   | 23.7  |                     |   | 0.1  |   |  |   |     |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                   | 24.6  |                   |   | 6.6  |                       |  |   | 0.3         |   |                             |   | 99.7  |                     |   | 1.7  |   |  |   | 0.3  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                   |      |                   |   |     |                       |  |   | (6.0        | ) |                             |   | 81.5  |                     |   | 0.5  |   |  |   | 0.5  |  
|Eliminations  |  |                                   |      |                   |   | (6.6 | )                     |  |   | (1.5        | ) |                             |   | 6.0   |                     |   | (0.2 | ) |  |   | (1.8 | )
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                 | 166.4 |                   | $ | -    |                       |  | $ | 17.4        |   |                             | $ | 450.8 |                     | $ | 9.7  |   |  | $ | 8.9  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  



13



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|------------- |  | ----------------------------------------------- | ----- | ----------------- | - | ----- | --------------------- |  | - | ----------- | - | --------------------------- | - | ----- | ------------------- | - | ---- | - |  | - | ---- | -
|              |  | New Company 2004 One Month                      |      
|(In millions) |  | Revenue fromunaffiliatedcustomers               |       | Intersegmentsales |   |       | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                               | 42.8  |                   | $ |      |                       |  | $ | 5.0         |   |                             | $ | 267.9 |                     | $ | 3.0  |   |  | $ | 2.8  |  
|International |  |                                                 | 2.0   |                   |   |      |                       |  |   | (0.3        | ) |                             |   | 126.1 |                     |   | 0.1  |   |  |   | 0.2  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                                 | 44.8  |                   |   |      |                       |  |   | 4.7         |   |                             |   | 394.0 |                     |   | 3.1  |   |  |   | 3.0  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products:     |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  |                                                 | 3.4   |                   |   | 1.3   |                       |  |   | (0.7        | ) |                             |   | 78.1  |                     |   | 0.4  |   |  |   |     |  
|International |  |                                                 | 6.8   |                   |   | 0.3   |                       |  |   | 0.5         |   |                             |   | 24.3  |                     |   | 0.1  |   |  |   | 0.1  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                                 | 10.2  |                   |   | 1.6   |                       |  |   | (0.2        | ) |                             |   | 102.4 |                     |   | 0.5  |   |  |   | 0.1  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                                 |      |                   |   |      |                       |  |   | (1.6        | ) |                             |   | 16.6  |                     |   | 0.1  |   |  |   | (0.8 | )
|Eliminations  |  |                                                 |      |                   |   | (1.6  | )                     |  |   |            |   |                             |   | 7.3   |                     |   | (0.1 | ) |  |   |     |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                               | 55.0  |                   | $ |      |                       |  | $ | 2.9         |   |                             | $ | 520.3 |                     | $ | 3.6  |   |  | $ | 2.3  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|              | 
|              |  | Reorganized Predecessor Company 2004 Two Months |      
|(In millions) |  | Revenue fromunaffiliatedcustomers               |       | Intersegmentsales |   |       | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                               | 98.7  |                   | $ |      |                       |  | $ | 15.2        |   |                             | $ | 274.8 |                     | $ | 6.7  |   |  | $ | 6.3  |  
|International |  |                                                 | 4.5   |                   |   |      |                       |  |   | 0.8         |   |                             |   | 126.8 |                     |   | 0.3  |   |  |   | 0.1  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                                 | 103.2 |                   |   |      |                       |  |   | 16.0        |   |                             |   | 401.6 |                     |   | 7.0  |   |  |   | 6.4  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products:     |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  |                                                 | 6.4   |                   |   | 2.2   |                       |  |   | (0.5        | ) |                             |   | 78.5  |                     |   | 0.9  |   |  |   | 0.4  |  
|International |  |                                                 | 6.7   |                   |   | 0.8   |                       |  |   | (0.9        | ) |                             |   | 25.0  |                     |   |     |   |  |   |     |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                                 | 13.1  |                   |   | 3.0   |                       |  |   | (1.4        | ) |                             |   | 103.5 |                     |   | 0.9  |   |  |   | 0.4  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                                 |      |                   |   |      |                       |  |   | (21.6       | ) |                             |   | 15.9  |                     |   | 0.2  |   |  |   | 1.0  |  
|Eliminations  |  |                                                 |      |                   |   | (3.0  | )                     |  |   | 0.2         |   |                             |   | 7.3   |                     |   | (0.2 | ) |  |   |     |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                               | 116.3 |                   | $ |      |                       |  | $ | (6.8        | ) |                             | $ | 528.3 |                     | $ | 7.9  |   |  | $ | 7.8  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|              | 
|              |  | 2005 Nine Months                                |      
|(In millions) |  | Revenue fromunaffiliatedcustomers               |       | Intersegmentsales |   |       | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                               | 334.6 |                   | $ |      |                       |  | $ | 26.7        |   |                             | $ | 248.5 |                     | $ | 24.3 |   |  | $ | 28.1 |  
|International |  |                                                 | 14.8  |                   |   |      |                       |  |   | (1.4        | ) |                             |   | 15.1  |                     |   | 0.9  |   |  |   | 0.5  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                                 | 349.4 |                   |   |      |                       |  |   | 25.3        |   |                             |   | 263.6 |                     |   | 25.2 |   |  |   | 28.6 |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products:     |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  |                                                 | 35.8  |                   |   | 18.4  |                       |  |   | (1.3        | ) |                             |   | 76.0  |                     |   | 4.9  |   |  |   | 1.3  |  
|International |  |                                                 | 41.7  |                   |   | 2.5   |                       |  |   | 2.2         |   |                             |   | 23.7  |                     |   | 0.3  |   |  |   | 0.2  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                                 | 77.5  |                   |   | 20.9  |                       |  |   | 0.9         |   |                             |   | 99.7  |                     |   | 5.2  |   |  |   | 1.5  |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                                 |      |                   |   |      |                       |  |   | (21.7       | ) |                             |   | 81.5  |                     |   | 1.4  |   |  |   | 1.8  |  
|Eliminations  |  |                                                 |      |                   |   | (20.9 | )                     |  |   | (1.5        | ) |                             |   | 6.0   |                     |   | (0.4 | ) |  |   | (1.8 | )
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                               | 426.9 |                   | $ |      |                       |  | $ | 3.0         |   |                             | $ | 450.8 |                     | $ | 31.4 |   |  | $ | 30.1 |  
|              |  |                                                 |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  



14



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



|              |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     
|------------- |  | ------------------------------------------------- | ----- | ----------------- | - | ----- | --------------------- |  | - | ----------- | - | --------------------------- | - | ----- | ------------------- | - | ---- | - |  | - | ----
|              |  | Reorganized Predecessor Company 2004 Eight Months
|(In millions) |  | Revenue fromunaffiliatedcustomers                 |       | Intersegmentsales |   |       | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures
|Centers:      |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     
|U.S.          |  | $                                                 | 304.9 |                   | $ |      |                       |  | $ | 39.7        |   |                             | $ | 274.8 |                     | $ | 27.7 |   |  | $ | 25.3
|International |  |                                                   | 15.7  |                   |   |      |                       |  |   | 1.9         |   |                             |   | 126.8 |                     |   | 0.9  |   |  |   | 0.8 
|              |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     
|Subtotal      |  |                                                   | 320.6 |                   |   |      |                       |  |   | 41.6        |   |                             |   | 401.6 |                     |   | 28.6 |   |  |   | 26.1
|              |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     
|Products:     |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     
|U.S.          |  |                                                   | 30.3  |                   |   | 11.2  |                       |  |   | 1.1         |   |                             |   | 78.5  |                     |   | 3.3  |   |  |   | 0.5 
|International |  |                                                   | 35.2  |                   |   | 3.1   |                       |  |   | (2.3        | ) |                             |   | 25.0  |                     |   | 0.2  |   |  |   | 0.1 
|              |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     
|Subtotal      |  |                                                   | 65.5  |                   |   | 14.3  |                       |  |   | (1.2        | ) |                             |   | 103.5 |                     |   | 3.5  |   |  |   | 0.6 
|              |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     
|Corporate     |  |                                                   |      |                   |   |      |                       |  |   | (34.0       | ) |                             |   | 15.9  |                     |   | 1.1  |   |  |   | 2.1 
|Eliminations  |  |                                                   |      |                   |   | (14.3 | )                     |  |   | 0.2         |   |                             |   | 7.3   |                     |   | (0.4 | ) |  |   |    
|              |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     
|Total         |  | $                                                 | 386.1 |                   | $ |      |                       |  | $ | 6.6         |   |                             | $ | 528.3 |                     | $ | 32.8 |   |  | $ | 28.8
|              |  |                                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |     



NOTE 14. CONDENSED CONSOLIDATING
FINANCIAL STATEMENTS



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 sheets as of March 27, 2005 and June 27, 2004, condensed consolidating statements of operations for the
2005 Third Quarter, the New Company 2004 One Month, the Reorganized Predecessor Company 2004 Two Months, the 2005 Nine Months and the Reorganized Predecessor Company 2004 Eight Months and the condensed consolidating statements of cash flows for the
2005 Nine Months, the New Company 2004 One Month and the Reorganized Predecessor Company 2004 Eight Months. The elimination entries presented are necessary to combine the entities.



15



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



Condensed Consolidating
Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet



|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|--------------------------------------------- |  | -------------- | ------- | - | --------------------- | - | -------- | -------------------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | ------- | -
|                                              |  | March 27, 2005 |        
|                                              |  | Worldwide      |         |   | GuarantorSubsidiaries |   |          | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |         
|Assets                                        |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Current assets:                               |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Cash and cash equivalents                     |  | $              | 75,629  |   |                       | $ | 9,246    |                            |  | $ | 1,444        |   |  | $     |         |   |  | $ | 86,319  |  
|Accounts and notes receivable, net            |  |                |        |   |                       |   | 15,429   |                            |  |   | 4,208        |   |  |       |         |   |  |   | 19,637  |  
|Accounts and notes receivable - intercompany  |  |                | 18,254  |   |                       |   | 188,057  |                            |  |   | 2,864        |   |  |       | (209,175 | ) |  |   |        |  
|Inventories, net                              |  |                |        |   |                       |   | 22,523   |                            |  |   | 4,857        |   |  |       | (2,607   | ) |  |   | 24,773  |  
|Prepaid expenses and other current assets     |  |                | (7,389  | ) |                       |   | 17,313   |                            |  |   | 2,233        |   |  |       |         |   |  |   | 12,157  |  
|Assets held for sale                          |  |                |        |   |                       |   | 9,585    |                            |  |   |             |   |  |       |         |   |  |   | 9,585   |  
|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Total current assets                          |  |                | 86,494  |   |                       |   | 262,153  |                            |  |   | 15,606       |   |  |       | (211,782 | ) |  |   | 152,471 |  
|                                              |  |                |         |   |                      
|Notes receivable  intercompany               |  |                | 6,048   |   |                       |   | 127,714  |                            |  |   |             |   |  |       | (133,762 | ) |  |   |        |  
|Property and equipment, net                   |  |                | 7,656   |   |                       |   | 241,206  |                            |  |   | 4,795        |   |  |       | 2,366    |   |  |   | 256,023 |  
|Investment in subsidiaries                    |  |                | 413,722 |   |                       |   |         |                            |  |   |             |   |  |       | (413,722 | ) |  |   |        |  
|Other assets                                  |  |                | 27,179  |   |                       |   | 92,607   |                            |  |   | (1,031       | ) |  |       | (76,392  | ) |  |   | 42,363  |  
|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Total assets                                  |  | $              | 541,099 |   |                       | $ | 723,680  |                            |  | $ | 19,370       |   |  | $     | (833,292 | ) |  | $ | 450,857 |  
|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Liabilities and Stockholders Equity          |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Current liabilities:                          |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Accounts payable                              |  | $              | 79      |   |                       | $ | 13,214   |                            |  | $ | 660          |   |  | $     |         |   |  | $ | 13,953  |  
|Accrued expenses and other liabilities        |  |                | 16,342  |   |                       |   | 53,305   |                            |  |   | 5,932        |   |  |       |         |   |  |   | 75,579  |  
|Current portion of long-term debt             |  |                | 995     |   |                       |   | 585      |                            |  |   |             |   |  |       |         |   |  |   | 1,580   |  
|Accounts and notes payable - intercompany     |  |                | 145,523 |   |                       |   | 55,639   |                            |  |   | 8,013        |   |  |       | (209,175 | ) |  |   |        |  
|Liabilities held for sale                     |  |                |        |   |                       |   | 824      |                            |  |   |             |   |  |       |         |   |  |   | 824     |  
|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Total current liabilities                     |  |                | 162,939 |   |                       |   | 123,567  |                            |  |   | 14,605       |   |  |       | (209,175 | ) |  |   | 91,936  |  
|                                              |  |                |         |   |                      
|Long-term debt, less current portion          |  |                | 227,871 |   |                       |   | 2,416    |                            |  |   |             |   |  |       |         |   |  |   | 230,287 |  
|Liabilities, subject to resolution            |  |                |        |   |                       |   | 155      |                            |  |   |             |   |  |       |         |   |  |   | 155     |  
|Other long-term liabilities                   |  |                | 21,569  |   |                       |   | 54,656   |                            |  |   | 167          |   |  |       | (76,392  | ) |  |   |        |  
|Notes payable-intercompany                    |  |                |        |   |                       |   | 119,220  |                            |  |   | 14,542       |   |  |       | (133,762 | ) |  |   |        |  
|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities                             |  |                | 412,379 |   |                       |   | 300,014  |                            |  |   | 29,314       |   |  |       | (419,329 | ) |  |   | 322,378 |  
|                                              |  |                |         |   |                      
|Stockholders equity:                         |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Common stock                                  |  |                |        |   |                       |   |         |                            |  |   |             |   |  |       |         |   |  |   |        |  
|Paid-in capital                               |  |                | 133,716 |   |                       |   | 614,700  |                            |  |   | 9,161        |   |  |       | (623,861 | ) |  |   | 133,716 |  
|Accumulated deficit                           |  |                | (2,303  | ) |                       |   | (197,647 | )                          |  |   | (8,210       | ) |  |       | 205,616  |   |  |   | (2,544  | )
|Accumulated other comprehensive income (loss) |  |                | (2,693  | ) |                       |   | 6,613    |                            |  |   | (10,895      | ) |  |       | 4,282    |   |  |   | (2,693  | )
|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Total stockholders equity                    |  |                | 128,720 |   |                       |   | 423,666  |                            |  |   | (9,944       | ) |  |       | (413,963 | ) |  |   | 128,479 |  
|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities and stockholders equity    |  | $              | 541,099 |   |                       | $ | 723,680  |                            |  | $ | 19,370       |   |  | $     | (833,292 | ) |  | $ | 450,857 |  
|                                              |  |                |         |   |                       |   |          |                            |  |   |              |   |  |       |          |   |  |   |         |  



16



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



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 |  
|Retained earnings (accumulated deficit)       |  |               | (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 |  
|                                              |  |               |         |   |                       |   |         |                            |  |   |              |   |  |       |          |   |  |   |         |  



17



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



Condensed Consolidating
Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | --------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                                                                         |  | 2005 Third Quarter |       
|                                                                                                         |  | Worldwide          |        |   | GuarantorSubsidiaries |   |         | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|Operating revenue                                                                                        |  | $                  |       |   |                       | $ | 157,357 |                            |  | $ | 11,552       |   |  | $     | (2,481  | ) |  | $ | 166,428 |  
|                                                                                                         |  |                    |        |   |                      
|Operating expenses:                                                                                      |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Cost of goods sold                                                                                       |  |                    |       |   |                       |   | 27,396  |                            |  |   | 5,390        |   |  |       | (2,066  | ) |  |   | 30,720  |  
|Bowling center operating expenses                                                                        |  |                    |       |   |                       |   | 85,838  |                            |  |   | 4,363        |   |  |       | (104    | ) |  |   | 90,097  |  
|Selling, general and administrative expenses                                                             |  |                    | 5,475  |   |                       |   | 5,297   |                            |  |   | 818          |   |  |       |        |   |  |   | 11,590  |  
|Asset impairment                                                                                         |  |                    |       |   |                       |   | 6,915   |                            |  |   |             |   |  |       |        |   |  |   | 6,915   |  
|Depreciation and amortization                                                                            |  |                    | 518    |   |                       |   | 9,007   |                            |  |   | 215          |   |  |       | (5      | ) |  |   | 9,735   |  
|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Total operating expenses                                                                                 |  |                    | 5,993  |   |                       |   | 134,453 |                            |  |   | 10,786       |   |  |       | (2,175  | ) |  |   | 149,057 |  
|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                    | (5,993 | ) |                       |   | 22,904  |                            |  |   | 766          |   |  |       | (306    | ) |  |   | 17,371  |  
|                                                                                                         |  |                    |        |   |                      
|Non-operating (income) expenses:                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Interest expense                                                                                         |  |                    | 6,228  |   |                       |   | 62      |                            |  |   | 981          |   |  |       | (1,082  | ) |  |   | 6,189   |  
|Interest income                                                                                          |  |                    | (1,350 | ) |                       |   | (110    | )                          |  |   | (100         | ) |  |       | 1,082   |   |  |   | (478    | )
|Other expense (income), net                                                                              |  |                    | (8,344 | ) |                       |   | 8,658   |                            |  |   | 1,446        |   |  |       |        |   |  |   | 1,760   |  
|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Total non-operating (income) expenses                                                                    |  |                    | (3,466 | ) |                       |   | 8,610   |                            |  |   | 2,327        |   |  |       |        |   |  |   | 7,471   |  
|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                    | (2,527 | ) |                       |   | 14,294  |                            |  |   | (1,561       | ) |  |       | (306    | ) |  |   | 9,900   |  
|                                                                                                         |  |                    |        |   |                      
|Provision (benefit) for income taxes                                                                     |  |                    | 5,746  |   |                       |   | 568     |                            |  |   | (2,317       | ) |  |       |        |   |  |   | 3,997   |  
|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before equity in income (loss) of subsidiaries                  |  |                    | (8,273 | ) |                       |   | 13,726  |                            |  |   | 756          |   |  |       | (306    | ) |  |   | 5,903   |  
|                                                                                                         |  |                    |        |   |                      
|Discontinued operations:                                                                                 |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from discontinued operations, net of tax                                                   |  |                    |       |   |                       |   | 269     |                            |  |   |             |   |  |       |        |   |  |   | 269     |  
|Loss on disposal, net of tax                                                                             |  |                    | (2,771 | ) |                       |   |        |                            |  |   |             |   |  |       |        |   |  |   | (2,771  | )
|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from discontinued operations                                                               |  |                    | (2,771 | ) |                       |   | 269     |                            |  |   |             |   |  |       |        |   |  |   | (2,502  | )
|                                                                                                         |  |                    |        |   |                      
|Equity in income (loss) of subsidiaries                                                                  |  |                    | 14,445 |   |                       |   |        |                            |  |   |             |   |  |       | (14,445 | ) |  |   |        |  
|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                  | 3,401  |   |                       | $ | 13,995  |                            |  | $ | 756          |   |  | $     | (14,751 | ) |  | $ | 3,401   |  
|                                                                                                         |  |                    |        |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  



18



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



Condensed Consolidating
Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|-------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | --------------------- | - | ------ | -------------------------- |  | - | ------------ | - |  | ----- | ---- | - |  | - | ------ | -
|                                                                                                         |  | New Company 2004 One Month |       
|                                                                                                         |  | Worldwide                  |        |   | GuarantorSubsidiaries |   |        | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |     
|Operating revenue                                                                                        |  | $                          |       |   |                       | $ | 51,863 |                            |  | $ | 4,091        |   |  | $     | (910 | ) |  | $ | 55,044 |  
|                                                                                                         |  |                            |        |   |                      
|Operating expenses:                                                                                      |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|Cost of goods sold                                                                                       |  |                            |       |   |                       |   | 15,779 |                            |  |   | 2,291        |   |  |       | (838 | ) |  |   | 17,232 |  
|Bowling center operating expenses                                                                        |  |                            |       |   |                       |   | 26,790 |                            |  |   | 1,423        |   |  |       | (72  | ) |  |   | 28,141 |  
|Selling, general and administrative expenses                                                             |  |                            | 1,541  |   |                       |   | 1,237  |                            |  |   | 358          |   |  |       |     |   |  |   | 3,136  |  
|Depreciation and amortization                                                                            |  |                            | 111    |   |                       |   | 3,418  |                            |  |   | 85           |   |  |       | (25  | ) |  |   | 3,589  |  
|                                                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|Total operating expenses                                                                                 |  |                            | 1,652  |   |                       |   | 47,224 |                            |  |   | 4,157        |   |  |       | (935 | ) |  |   | 52,098 |  
|                                                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|Operating income (loss)                                                                                  |  |                            | (1,652 | ) |                       |   | 4,639  |                            |  |   | (66          | ) |  |       | 25   |   |  |   | 2,946  |  
|                                                                                                         |  |                            |        |   |                      
|Non-operating (income) expenses:                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|Interest expense                                                                                         |  |                            | 1,882  |   |                       |   | 28     |                            |  |   |             |   |  |       |     |   |  |   | 1,910  |  
|Interest income                                                                                          |  |                            | (5     | ) |                       |   | (30    | )                          |  |   | (1           | ) |  |       |     |   |  |   | (36    | )
|Other (income) expense, net                                                                              |  |                            | (2,990 | ) |                       |   | 3,279  |                            |  |   | 585          |   |  |       | (9   | ) |  |   | 865    |  
|                                                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|Total non-operating (income) expenses                                                                    |  |                            | (1,113 | ) |                       |   | 3,277  |                            |  |   | 584          |   |  |       | (9   | ) |  |   | 2,739  |  
|                                                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                            | (539   | ) |                       |   | 1,362  |                            |  |   | (650         | ) |  |       | 34   |   |  |   | 207    |  
|                                                                                                         |  |                            |        |   |                      
|Provision (benefit) for income taxes                                                                     |  |                            | 203    |   |                       |   | 197    |                            |  |   | 113          |   |  |       |     |   |  |   | 513    |  
|                                                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|Income (loss) from continuing operations before equity in income (loss) of subsidiaries                  |  |                            | (742   | ) |                       |   | 1,165  |                            |  |   | (763         | ) |  |       | 34   |   |  |   | (306   | )
|                                                                                                         |  |                            |        |   |                      
|Income (loss) from discontinued operations, net of tax                                                   |  |                            |       |   |                       |   | (870   | )                          |  |   | (450         | ) |  |       |     |   |  |   | (1,320 | )
|Equity in income (loss) of subsidiaries                                                                  |  |                            | (884   | ) |                       |   |       |                            |  |   |             |   |  |       | 884  |   |  |   |       |  
|                                                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  
|Net income (loss)                                                                                        |  | $                          | (1,626 | ) |                       | $ | 295    |                            |  | $ | (1,213       | ) |  | $     | 918  |   |  | $ | (1,626 | )
|                                                                                                         |  |                            |        |   |                       |   |        |                            |  |   |              |   |  |       |      |   |  |   |        |  



19



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



Condensed Consolidating
Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ------- | - | --------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                                                         |  | Reorganized Predecessor Company 2004 Two Months |        
|                                                                                                         |  | Worldwide                                       |         |   | GuarantorSubsidiaries |   |         | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Operating revenue                                                                                        |  | $                                               |        |   |                       | $ | 110,131 |                            |  | $ | 7,339        |   |  | $     | (1,137 | ) |  | $ | 116,333 |  
|                                                                                                         |  |                                                 |         |   |                      
|Operating expenses:                                                                                      |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Cost of goods sold                                                                                       |  |                                                 |        |   |                       |   | 17,822  |                            |  |   | 3,120        |   |  |       | (1,071 | ) |  |   | 19,871  |  
|Bowling center operating expenses                                                                        |  |                                                 |        |   |                       |   | 67,562  |                            |  |   | 3,128        |   |  |       | (80    | ) |  |   | 70,610  |  
|Selling, general and administrative expenses                                                             |  |                                                 | 21,447  |   |                       |   | 2,581   |                            |  |   | 752          |   |  |       |       |   |  |   | 24,780  |  
|Depreciation and amortization                                                                            |  |                                                 | 184     |   |                       |   | 7,722   |                            |  |   | 185          |   |  |       | (195   | ) |  |   | 7,896   |  
|                                                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Total operating expenses                                                                                 |  |                                                 | 21,631  |   |                       |   | 95,687  |                            |  |   | 7,185        |   |  |       | (1,346 | ) |  |   | 123,157 |  
|                                                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                                                 | (21,631 | ) |                       |   | 14,444  |                            |  |   | 154          |   |  |       | 209    |   |  |   | (6,824  | )
|                                                                                                         |  |                                                 |         |   |                      
|Non-operating (income) expenses:                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Interest expense                                                                                         |  |                                                 | 6,082   |   |                       |   | 32      |                            |  |   |             |   |  |       |       |   |  |   | 6,114   |  
|Interest income                                                                                          |  |                                                 | (29     | ) |                       |   | (83     | )                          |  |   | (21          | ) |  |       |       |   |  |   | (133    | )
|Loss on extinguishment of debt                                                                           |  |                                                 | 35,318  |   |                       |   |        |                            |  |   |             |   |  |       |       |   |  |   | 35,318  |  
|Other (income) expense, net                                                                              |  |                                                 | (5,947  | ) |                       |   | 4,832   |                            |  |   | 630          |   |  |       | 62     |   |  |   | (423    | )
|                                                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Total non-operating (income) expenses                                                                    |  |                                                 | 35,424  |   |                       |   | 4,781   |                            |  |   | 609          |   |  |       | 62     |   |  |   | 40,876  |  
|                                                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                                                 | (57,055 | ) |                       |   | 9,663   |                            |  |   | (455         | ) |  |       | 147    |   |  |   | (47,700 | )
|                                                                                                         |  |                                                 |         |   |                      
|Provision (benefit) for income taxes                                                                     |  |                                                 | 91      |   |                       |   | 1,499   |                            |  |   | (75          | ) |  |       |       |   |  |   | 1,515   |  
|                                                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before equity in income (loss) of subsidiaries                  |  |                                                 | (57,146 | ) |                       |   | 8,164   |                            |  |   | (380         | ) |  |       | 147    |   |  |   | (49,215 | )
|                                                                                                         |  |                                                 |         |   |                      
|Income (loss) from discontinued operations, net of tax                                                   |  |                                                 |        |   |                       |   | 162     |                            |  |   | 1,473        |   |  |       |       |   |  |   | 1,635   |  
|Equity in income (loss) of subsidiaries                                                                  |  |                                                 | 9,566   |   |                       |   |        |                            |  |   |             |   |  |       | (9,566 | ) |  |   |        |  
|                                                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                                               | (47,580 | ) |                       | $ | 8,326   |                            |  | $ | 1,093        |   |  | $     | (9,419 | ) |  | $ | (47,580 | )
|                                                                                                         |  |                                                 |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  



20



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



Condensed Consolidating
Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | --------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                                                                         |  | 2005 Nine Months |        
|                                                                                                         |  | Worldwide        |         |   | GuarantorSubsidiaries |   |         | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |        
|Operating revenue                                                                                        |  | $                |        |   |                       | $ | 403,485 |                            |  | $ | 32,858       |   |  | $     | (9,424  | ) |  | $ | 426,919 |  
|                                                                                                         |  |                  |         |   |                      
|Operating expenses:                                                                                      |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Cost of goods sold                                                                                       |  |                  |        |   |                       |   | 84,927  |                            |  |   | 17,190       |   |  |       | (9,048  | ) |  |   | 93,069  |  
|Bowling center operating expenses                                                                        |  |                  |        |   |                       |   | 241,026 |                            |  |   | 13,259       |   |  |       | (394    | ) |  |   | 253,891 |  
|Selling, general and administrative expenses                                                             |  |                  | 20,325  |   |                       |   | 14,124  |                            |  |   | 2,818        |   |  |       |        |   |  |   | 37,267  |  
|Asset impairment                                                                                         |  |                  |        |   |                       |   | 8,218   |                            |  |   |             |   |  |       |        |   |  |   | 8,218   |  
|Depreciation and amortization                                                                            |  |                  | 1,447   |   |                       |   | 29,413  |                            |  |   | 610          |   |  |       | (19     | ) |  |   | 31,451  |  
|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Total operating expenses                                                                                 |  |                  | 21,772  |   |                       |   | 377,708 |                            |  |   | 33,877       |   |  |       | (9,461  | ) |  |   | 423,896 |  
|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                  | (21,772 | ) |                       |   | 25,777  |                            |  |   | (1,019       | ) |  |       | 37      |   |  |   | 3,023   |  
|                                                                                                         |  |                  |         |   |                      
|Non-operating (income) expenses:                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Interest expense                                                                                         |  |                  | 19,298  |   |                       |   | 173     |                            |  |   | 981          |   |  |       | (1,082  | ) |  |   | 19,370  |  
|Interest income                                                                                          |  |                  | (1,615  | ) |                       |   | (154    | )                          |  |   | (123         | ) |  |       | 1,082   |   |  |   | (810    | )
|Other (income) expense, net                                                                              |  |                  | (22,066 | ) |                       |   | 21,589  |                            |  |   | (2,502       | ) |  |       |        |   |  |   | (2,979  | )
|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Total non-operating (income) expenses                                                                    |  |                  | (4,383  | ) |                       |   | 21,608  |                            |  |   | (1,644       | ) |  |       |        |   |  |   | 15,581  |  
|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                  | (17,389 | ) |                       |   | 4,169   |                            |  |   | 625          |   |  |       | 37      |   |  |   | (12,558 | )
|                                                                                                         |  |                  |         |   |                      
|Provision (benefit) for income taxes                                                                     |  |                  | 6,087   |   |                       |   | 442     |                            |  |   | (884         | ) |  |       |        |   |  |   | 5,645   |  
|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations and equity in income (loss) of subsidiaries                     |  |                  | (23,476 | ) |                       |   | 3,727   |                            |  |   | 1,509        |   |  |       | 37      |   |  |   | (18,203 | )
|                                                                                                         |  |                  |         |   |                      
|Discontinued operations:                                                                                 |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from discontinued operations, net of tax                                                   |  |                  |        |   |                       |   | 7,722   |                            |  |   | (547         | ) |  |       |        |   |  |   | 7,175   |  
|Gain on disposal, net of tax                                                                             |  |                  | 27,476  |   |                       |   |        |                            |  |   |             |   |  |       |        |   |  |   | 27,476  |  
|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from discontinued operations                                                               |  |                  | 27,476  |   |                       |   | 7,722   |                            |  |   | (547         | ) |  |       |        |   |  |   | 34,651  |  
|                                                                                                         |  |                  |         |   |                      
|Equity in income (loss) of subsidiaries                                                                  |  |                  | 12,448  |   |                       |   |        |                            |  |   |             |   |  |       | (12,448 | ) |  |   |        |  
|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                | 16,448  |   |                       | $ | 11,449  |                            |  | $ | 962          |   |  | $     | (12,411 | ) |  | $ | 16,448  |  
|                                                                                                         |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  



21



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



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                                                                        |  |                                                   |        |   |                       |   | 209,151 |                            |  |   | 11,184       |   |  |       | (431    | ) |  |   | 219,904 |  
|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  |   |                       |   | 325,792 |                            |  |   | 26,930       |   |  |       | (7,189  | ) |  |   | 379,494 |  
|                                                                                                         |  |                                                   |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                                                   | (33,961 | ) |                       |   | 40,257  |                            |  |   | 72           |   |  |       | 195     |   |  |   | 6,563   |  
|                                                                                                         |  |                                                   |         |   |                      
|Non-operating (income) expenses:                                                                         |  |                                                   |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|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 (income) expense, net                                                                              |  |                                                   | (22,235 | ) |                       |   | 17,243  |                            |  |   | 1,251        |   |  |       | 9       |   |  |   | (3,732  | )
|                                                                                                         |  |                                                   |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Total non-operating (income) expenses                                                                    |  |                                                   | 37,143  |   |                       |   | 17,213  |                            |  |   | 1,122        |   |  |       | 9       |   |  |   | 55,487  |  
|                                                                                                         |  |                                                   |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                                                   | (71,104 | ) |                       |   | 23,044  |                            |  |   | (1,050       | ) |  |       | 186     |   |  |   | (48,924 | )
|                                                                                                         |  |                                                   |         |   |                      
|Provision (benefit) for income taxes                                                                     |  |                                                   | 91      |   |                       |   | 2,458   |                            |  |   | 638          |   |  |       |        |   |  |   | 3,187   |  
|                                                                                                         |  |                                                   |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Income (loss) from continuing operations before equity in income (loss) of subsidiaries                  |  |                                                   | (71,195 | ) |                       |   | 20,586  |                            |  |   | (1,688       | ) |  |       | 186     |   |  |   | (52,111 | )
|                                                                                                         |  |                                                   |         |   |                      
|Income (loss) from discontinued operations, net of tax                                                   |  |                                                   |        |   |                       |   | 1,137   |                            |  |   | 3,216        |   |  |       |        |   |  |   | 4,353   |  
|Equity in income (loss) of subsidiaries                                                                  |  |                                                   | 23,437  |   |                       |   |        |                            |  |   |             |   |  |       | (23,437 | ) |  |   |        |  
|                                                                                                         |  |                                                   |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                                                 | (47,758 | ) |                       | $ | 21,723  |                            |  | $ | 1,528        |   |  | $     | (23,251 | ) |  | $ | (47,758 | )
|                                                                                                         |  |                                                   |         |   |                       |   |         |                            |  |   |              |   |  |       |         |   |  |   |         |  



22



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



Condensed Consolidating
Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows



|                                                                               |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|------------------------------------------------------------------------------ |  | ---------------- | ------- | - | --------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                               |  | 2005 Nine Months |        
|                                                                               |  | Worldwide        |         |   | GuarantorSubsidiaries |   |         | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Net cash provided by (used in) operating activities from continuing operations |  | $                | 14,341  |   |                       | $ | 12,484  |                            |  | $ | (221         | ) |  | $     | 2,665  |   |  | $ | 29,269  |  
|                                                                               |  |                  |         |   |                      
|Cash flows from investing activities:                                          |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Capital expenditures                                                           |  |                  | (1,755  | ) |                       |   | (29,560 | )                          |  |   | (539         | ) |  |       | 1,765  |   |  |   | (30,089 | )
|Proceeds from:                                                                 |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Sale of property and equipment                                                 |  |                  |        |   |                       |   | 2,400   |                            |  |   |             |   |  |       |       |   |  |   | 2,400   |  
|Sale of subsidiaries                                                           |  |                  | 115,803 |   |                       |   |        |                            |  |   |             |   |  |       |       |   |  |   | 115,803 |  
|                                                                               |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Net cash provided by (used in) investing activities from continuing operations |  |                  | 114,048 |   |                       |   | (27,160 | )                          |  |   | (539         | ) |  |       | 1,765  |   |  |   | 88,114  |  
|                                                                               |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Cash flows from financing activities:                                          |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Payments of long-term debt                                                     |  |                  | (56,139 | ) |                       |   |        |                            |  |   |             |   |  |       |       |   |  |   | (56,139 | )
|Payments under capital lease obligations                                       |  |                  |        |   |                       |   | (791    | )                          |  |   |             |   |  |       |       |   |  |   | (791    | )
|                                                                               |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Net cash used in financing activities from continuing operations               |  |                  | (56,139 | ) |                       |   | (791    | )                          |  |   |             |   |  |       |       |   |  |   | (56,930 | )
|                                                                               |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Effect of exchange rates on cash                                               |  |                  |        |   |                       |   |        |                            |  |   |             |   |  |       | (4,430 | ) |  |   | (4,430  | )
|Net cash provided by (used in) discontinued operations                         |  |                  |        |   |                       |   | 18,229  |                            |  |   | (667         | ) |  |       |       |   |  |   | 17,562  |  
|                                                                               |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Net increase (decrease) in cash                                                |  |                  | 72,250  |   |                       |   | 2,762   |                            |  |   | (1,427       | ) |  |       |       |   |  |   | 73,585  |  
|                                                                               |  |                  |         |   |                      
|Cash and cash equivalents at beginning of period                               |  |                  | 3,379   |   |                       |   | 6,484   |                            |  |   | 2,871        |   |  |       |       |   |  |   | 12,734  |  
|                                                                               |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  
|Cash and cash equivalents at end of period                                     |  | $                | 75,629  |   |                       | $ | 9,246   |                            |  | $ | 1,444        |   |  | $     |       |   |  | $ | 86,319  |  
|                                                                               |  |                  |         |   |                       |   |         |                            |  |   |              |   |  |       |        |   |  |   |         |  



23



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



Condensed Consolidating
Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows



|                                                                               |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|------------------------------------------------------------------------------ |  | -------------------------- | ----- | - | --------------------- | - | ------ | -------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------ | -
|                                                                               |  | New Company 2004 One Month |      
|                                                                               |  | Worldwide                  |       |   | GuarantorSubsidiaries |   |        | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Net cash provided by (used in) operating activities from continuing operations |  | $                          | 32    |   |                       | $ | 3,297  |                            |  | $ | 2,081        |   |  | $     | (1,665 | ) |  | $ | 3,745  |  
|                                                                               |  |                            |       |   |                      
|Cash flows from investing activities:                                          |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|Capital expenditures                                                           |  |                            | 859   |   |                       |   | (2,975 | )                          |  |   | (194         | ) |  |       |       |   |  |   | (2,310 | )
|Proceeds from the sale of property equipment                                   |  |                            |      |   |                       |   | 466    |                            |  |   |             |   |  |       |       |   |  |   | 466    |  
|                                                                               |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|Net cash provided by (used in) investing activities from continuing operations |  |                            | 859   |   |                       |   | (2,509 | )                          |  |   | (194         | ) |  |       |       |   |  |   | (1,844 | )
|                                                                               |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|Cash flows from financing activities:                                          |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|Deferred financing costs                                                       |  |                            | (301  | ) |                       |   |       |                            |  |   |             |   |  |       |       |   |  |   | (301   | )
|Payments under capital lease obligations                                       |  |                            |      |   |                       |   | (117   | )                          |  |   |             |   |  |       |       |   |  |   | (117   | )
|                                                                               |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|Net cash used in financing activities from continuing operations               |  |                            | (301  | ) |                       |   | (117   | )                          |  |   |             |   |  |       |       |   |  |   | (418   | )
|                                                                               |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|Effect of exchange rates on cash                                               |  |                            |      |   |                       |   |       |                            |  |   |             |   |  |       | 1,665  |   |  |   | 1,665  |  
|Net cash provided by (used in) discontinued operations                         |  |                            |      |   |                       |   | 2,810  |                            |  |   | (589         | ) |  |       |       |   |  |   | 2,221  |  
|                                                                               |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|Net increase (decrease) in cash                                                |  |                            | 590   |   |                       |   | 3,481  |                            |  |   | 1,298        |   |  |       |       |   |  |   | 5,369  |  
|                                                                               |  |                            |       |   |                      
|Cash and cash equivalents at beginning of period                               |  |                            | 7,678 |   |                       |   | 6,854  |                            |  |   | 3,081        |   |  |       |       |   |  |   | 17,613 |  
|                                                                               |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  
|Cash and cash equivalents at end of period                                     |  | $                          | 8,268 |   |                       | $ | 10,335 |                            |  | $ | 4,379        |   |  | $     |       |   |  | $ | 22,982 |  
|                                                                               |  |                            |       |   |                       |   |        |                            |  |   |              |   |  |       |        |   |  |   |        |  



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



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:                                          |  |                                                   |          |   |                       |   |          |                            |  |   |              |   |  |       |        |   |  |   |          |  
|Capital expenditures                                                           |  |                                                   | (2,125   | ) |                       |   | (25,825  | )                          |  |   | (838         | ) |  |       |       |   |  |   | (28,788  | )
|Proceeds from:                                                                 |  |                                                   |          |   |                       |   |          |                            |  |   |              |   |  |       |        |   |  |   |          |  
|Sale of property and equipment                                                 |  |                                                   |         |   |                       |   | 4,083    |                            |  |   | 34           |   |  |       |       |   |  |   | 4,117    |  
|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 of long-term debt                                                     |  |                                                   | (412,227 | ) |                       |   |         |                            |  |   |             |   |  |       |       |   |  |   | (412,227 | )
|Deferred financing costs                                                       |  |                                                   | (21,747  | ) |                       |   |         |                            |  |   |             |   |  |       |       |   |  |   | (21,747  | )
|Proceeds from issuance of common stock                                         |  |                                                   | 133,716  |   |                       |   |         |                            |  |   |             |   |  |       |       |   |  |   | 133,716  |  
|Stock options                                                                  |  |                                                   | (953     | ) |                       |   |         |                            |  |   |             |   |  |       |       |   |  |   | (953     | )
|Dividends paid                                                                 |  |                                                   | (250,252 | ) |                       |   |         |                            |  |   |             |   |  |       |       |   |  |   | (250,252 | )
|Payments under capital lease obligations                                       |  |                                                   |         |   |                       |   | (203     | )                          |  |   |             |   |  |       |       |   |  |   | (203     | )
|                                                                               |  |                                                   |          |   |                       |   |          |                            |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash used in financing activities from continuing operations               |  |                                                   | (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   |  
|                                                                               |  |                                                   |          |   |                       |   |          |                            |  |   |              |   |  |       |        |   |  |   |          |  



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)



NOTE 15. SUBSEQUENT EVENT



Since the close of the 2005 Third Quarter, we have repurchased and intend to
cancel $12,700 of our Subordinated Notes.



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Introduction



AMF Bowling Worldwide, Inc., a Delaware Corporation, and its subsidiaries (which may be referred to as Worldwide, the Company, we, us or our) operate in
two business segments: bowling center operations (Centers) and bowling products operations (Products). At March 27, 2005, Centers, the largest segment, represented 81.8% of consolidated revenue. In reviewing Centers,
management focuses on 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 (the MD&A) discuss the results of Centers and Products separately.



The MD&A discussion should be read in conjunction with the unaudited interim condensed consolidated financial statements
and the notes to the condensed 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 379 bowling centers on March 27, 2005 (364 in the U.S. and 15 internationally). On September 30, 2004, we sold 33 bowling centers in the United Kingdom for approximately $71.2 million and on
February 8, 2005, we sold our 42 bowling centers in Australia for approximately $45.9 million, subject to certain post-closing adjustments. We no longer have bowling center operations in the United Kingdom or Australia. The results of operations of
the bowling centers in the United Kingdom and Australia are reported as discontinued operations for all periods presented.



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. On April 19, 2005, we signed an asset sale agreement to sell our billiards division which manufactures and sells its
Playmaster, Highland and Renaissance brands of billiard tables. This transaction is expected to be completed in the fourth quarter of fiscal year 2005. The results of operations for the billiards division have been reported as discontinued
operations for all periods presented.



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, 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 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. 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.



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##### Table of Contents

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 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 three and nine months ended March 28, 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.



|                                                                                             |  |                                                    
|-------------------------------------------------------------------------------------------- |  | ---------------------------------------------------
|Period                                                                                       |  | Referred to as                                     
|Results for the New Company from December 27, 2004 through March 27, 2005                    |  | 2005 Third Quarter                               
|                                                                                             | 
|Combined Reorganized Predecessor Company 2004 Two Months and New Company 2004 One Month      |  | 2004 Third Quarter*                              
|                                                                                             | 
|Results for the New Company from March 1, 2004 through March 28, 2004                        |  | New Company 2004 One Month                       
|                                                                                             | 
|Results for Reorganized Predecessor Company from December 29, 2003 through February 29, 2004 |  | Reorganized Predecessor Company 2004 Two Months  
|                                                                                             | 
|Results for the New Company from June 28, 2004 through March 27, 2005                        |  | 2005 Nine Months                                 
|                                                                                             | 
|Combined Reorganized Predecessor Company 2004 Eight Months and New Company 2004 One Month    |  | 2004 Nine Months*                                
|                                                                                             | 
|Results for the Reorganized Predecessor Company from June 30, 2003 through February 29, 2004 |  | Reorganized Predecessor Company 2004 Eight Months

---

|* | These combined periods are not presented on the same basis of accounting due to the application of purchase method accounting and are therefore not in accordance with generally
accepted accounting principles.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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##### Table of Contents

Consolidated Results



|                                                             |  |                  |       |   |                  |   |       |               |  |   |                               |   |  |                |       |   |                |   |       |                               |  |   |       |   |  |   |       |  
|------------------------------------------------------------ |  | ---------------- | ----- | - | ---------------- | - | ----- | ------------- |  | - | ----------------------------- | - |  | -------------- | ----- | - | -------------- | - | ----- | ----------------------------- |  | - | ----- | - |  | - | ----- | -
|                                                             |  | NewCompany       |       |   |                  |   |       | NewCompany    |  |   | ReorganizedPredecessorCompany |   |  | NewCompany     |       |   |                |   |       | ReorganizedPredecessorCompany | 
|(In millions)                                                |  | 2005ThirdQuarter |       |   | 2004ThirdQuarter |   |       | 2004 OneMonth |  |   | 2004 TwoMonths                |   |  | 2005NineMonths |       |   | 2004NineMonths |   |       | 2004 EightMonths              | 
|Operating revenue                                            |  | $                | 166.4 |   |                  | $ | 171.4 |               |  | $ | 55.0                          |   |  | $              | 116.3 |   |                | $ | 426.9 |                               |  | $ | 441.1 |   |  | $ | 386.1 |  
|                                                             |  |                  |       |   |                  |   |      
|Operating expenses:                                          |  |                  |       |   |                  |   |       |               |  |   |                               |   |  |                |       |   |                |   |       |                               |  |   |       |   |  |   |       |  
|Cost of goods sold                                           |  |                  | 30.7  |   |                  |   | 37.1  |               |  |   | 17.2                          |   |  |                | 19.8  |   |                |   | 93.1  |                               |  |   | 97.1  |   |  |   | 79.9  |  
|Bowling center operating expenses                            |  |                  | 90.1  |   |                  |   | 98.8  |               |  |   | 28.1                          |   |  |                | 70.6  |   |                |   | 253.9 |                               |  |   | 248.1 |   |  |   | 219.9 |  
|Selling, general and administrative expenses                 |  |                  | 11.6  |   |                  |   | 27.9  |               |  |   | 3.1                           |   |  |                | 24.8  |   |                |   | 37.3  |                               |  |   | 50.0  |   |  |   | 46.9  |  
|Asset impairment                                             |  |                  | 6.9   |   |                  |   |      |               |  |   |                              |   |  |                |      |   |                |   | 8.2   |                               |  |   |      |   |  |   |      |  
|Depreciation and amortization                                |  |                  | 9.7   |   |                  |   | 11.7  |               |  |   | 3.6                           |   |  |                | 7.9   |   |                |   | 31.4  |                               |  |   | 36.4  |   |  |   | 32.8  |  
|                                                             |  |                  |       |   |                  |   |       |               |  |   |                               |   |  |                |       |   |                |   |       |                               |  |   |       |   |  |   |       |  
|Operating income (loss)                                      |  |                  | 17.4  |   |                  |   | (4.1  | )             |  |   | 2.9                           |   |  |                | (6.8  | ) |                |   | 3.0   |                               |  |   | 9.5   |   |  |   | 6.6   |  
|                                                             |  |                  |       |   |                  |   |      
|Interest expense, net                                        |  |                  | 5.7   |   |                  |   | 7.9   |               |  |   | 1.8                           |   |  |                | 6.0   |   |                |   | 18.6  |                               |  |   | 25.8  |   |  |   | 23.9  |  
|Loss on extinguishment of debt                               |  |                  |      |   |                  |   | 35.3  |               |  |   |                              |   |  |                | 35.3  |   |                |   |      |                               |  |   | 35.3  |   |  |   | 35.3  |  
|Other expense (income), net                                  |  |                  | 1.8   |   |                  |   | 0.4   |               |  |   | 0.9                           |   |  |                | (0.4  | ) |                |   | (3.0  | )                             |  |   | (2.9  | ) |  |   | (3.7  | )
|                                                             |  |                  |       |   |                  |   |       |               |  |   |                               |   |  |                |       |   |                |   |       |                               |  |   |       |   |  |   |       |  
|Income (loss) from continuing operations before income taxes |  |                  | 9.9   |   |                  |   | (47.7 | )             |  |   | 0.2                           |   |  |                | (47.7 | ) |                |   | (12.6 | )                             |  |   | (48.7 | ) |  |   | (48.9 | )
|Provision for income taxes                                   |  |                  | 4.0   |   |                  |   | 2.0   |               |  |   | 0.5                           |   |  |                | 1.5   |   |                |   | 5.6   |                               |  |   | 3.7   |   |  |   | 3.2   |  
|                                                             |  |                  |       |   |                  |   |       |               |  |   |                               |   |  |                |       |   |                |   |       |                               |  |   |       |   |  |   |       |  
|Income (loss) from continuing operations                     |  |                  | 5.9   |   |                  |   | (49.7 | )             |  |   | (0.3                          | ) |  |                | (49.2 | ) |                |   | (18.2 | )                             |  |   | (52.4 | ) |  |   | (52.1 | )
|                                                             |  |                  |       |   |                  |   |      
|Discontinued operations:                                     |  |                  |       |   |                  |   |       |               |  |   |                               |   |  |                |       |   |                |   |       |                               |  |   |       |   |  |   |       |  
|Income (loss) from discontinued operations, net of tax       |  |                  | 0.3   |   |                  |   | 0.5   |               |  |   | (1.3                          | ) |  |                | 1.6   |   |                |   | 7.2   |                               |  |   | 3.0   |   |  |   | 4.3   |  
|Gain (loss) on disposal, net of tax                          |  |                  | (2.8  | ) |                  |   |      |               |  |   |                              |   |  |                |      |   |                |   | 27.5  |                               |  |   |      |   |  |   |      |  
|                                                             |  |                  |       |   |                  |   |       |               |  |   |                               |   |  |                |       |   |                |   |       |                               |  |   |       |   |  |   |       |  
|Income (loss) from discontinued operations                   |  |                  | (2.5  | ) |                  |   | 0.5   |               |  |   | (1.3                          | ) |  |                | 1.6   |   |                |   | 34.7  |                               |  |   | 3.0   |   |  |   | 4.3   |  
|                                                             |  |                  |       |   |                  |   |      
|Net income (loss)                                            |  | $                | 3.4   |   |                  | $ | (49.2 | )             |  | $ | (1.6                          | ) |  | $              | (47.6 | ) |                | $ | 16.4  |                               |  | $ | (49.4 | ) |  | $ | (47.8 | )
|                                                             |  |                  |       |   |                  |   |       |               |  |   |                               |   |  |                |       |   |                |   |       |                               |  |   |       |   |  |   |       |  



Revenue



Consolidated operating revenue for the 2005 Third Quarter was $166.4
million, a decrease of $5.0 million, or 2.9%, compared with the 2004 Third Quarter. This decrease was partially attributable to a $2.1 million decrease in U.S. continuing center revenue due primarily to a decrease in league lineage (number of games
bowled per lane per day). In addition, closed centers represent a $4.2 million negative variance compared with the prior year period. These decreases were partially offset by an increase in Products revenue of $3.3 million, or 11.8%, primarily the
result of increased sales to Centers due to changes in intercompany pricing and an increase in the volume of purchases. Our intercompany revenue eliminations are approximately $2.1 million greater than the prior year period due to the increased
sales to Centers.



Consolidated operating revenue for the 2005
Nine Months was $426.9 million, a decrease of $14.2 million, or 3.2%, compared with the 2004 Nine Months. This decrease was attributable to a $6.7 million decrease in U.S. continuing center revenue due primarily to a decrease in league lineage.
Additionally, closed centers represent a $9.1 million negative variance compared with the prior year period. These losses were partially offset by an increase in Products revenue of $6.8 million, or 7.4%, primarily due to increased sales to Centers
as a result of changes in intercompany pricing and an increase in the volume of purchases. Due to the increase in sales to Centers, the intercompany revenue elimination is $5.1 million greater than the prior year period.



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Depreciation and Amortization



Depreciation and amortization decreased $1.8 million, or 15.7%, in the 2005 Third Quarter and $5.0 million, or 13.7%, in the
2005 Nine Months when compared with the prior year periods. These decreases were primarily attributable to a decrease in Centers depreciation as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated of $2.5 million
and $6.9 million for the 2005 Third Quarter and 2005 Nine Months, respectively. Additionally, depreciation decreased as a result of the sale-leaseback agreements that were entered into in conjunction with the Merger (the Sale-Leaseback
Agreements) of $0.7 million and $4.3 million for the 2005 Third Quarter and 2005 Nine Months, respectively. Closed centers represent $0.2 million and $0.7 million of the decrease for the 2005 Third Quarter and 2005 Nine Months, respectively.
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 $1.9 million and $7.0 million for the New Company
2005 Third Quarter and New Company 2005 Nine Months, respectively.



Asset
Impairments



In the 2005 Third Quarter and the 2005 Nine
Months, we recorded $6.9 million and $8.2 million, respectively, related to asset impairment charges representing the difference between the fair market value and carrying value of impaired assets in the U.S. primarily related to 12 closed and under
performing centers.



Interest Expense, net



Interest expense, net decreased $2.2 million, or 27.8%, in the 2005 Third
Quarter and $7.2 million, or 27.9%, in the 2005 Nine Months compared with prior year periods. These decreases are primarily the result of lower principal amounts and interest rates under our senior secured credit agreement (the Credit
Agreement).



Provision for Income Taxes



Total income tax expense increased to $7.9 million in the 2005 Third Quarter
from $2.9 million in the 2004 Third Quarter, including tax expense on discontinued operations. The increase to income tax expense for the quarter is primarily attributable to the gain on the sale of our bowling center operations in Australia.



Total income tax expense increased to $16.1 million in the
2005 Nine Months from $4.1 million in the 2004 Nine Months, including tax expense on discontinued operations. The tax provision recorded for the 2005 Nine Months includes federal, state, and foreign taxes, including tax expense on discontinued
operations. The increase is primarily due to the gain on the sale of discontinued operations in the United Kingdom and Australia and the taxation of individual subsidiaries by separate foreign jurisdictions. Various foreign subsidiaries and branches
recorded a combined tax expense of $7.9 million as compared to an expense of $1.5 million for the 2004 Nine Months based on various foreign tax rates. This increase is due in part to property sales in Australia and a lease buyout for a bowling
center in France. AMF Bowling Centers, Inc, a wholly-owned indirect subsidiary of Worldwide, recorded a state tax expense of $0.6 million and $2.4 million for the 2005 Nine Months and 2004 Nine Months, respectively.



Net Income (Loss)



Net income (loss) for the 2005 Third Quarter and 2005 Nine Months totaled $3.4 million and $16.4 million, respectively,
compared with $(49.2) million and $(49.4) million, respectively, in the 2004 Third Quarter and the 2004 Nine Months. These increases were primarily attributable to the changes discussed above as well as the recognition of the gain on the disposal of
the discontinued operations of our United Kingdom and Australian bowling centers of $27.5 million. In the 2005 Nine Months we also recognized a $4.2 million gain related to a negotiated termination of one of our bowling center leases in France.
Additionally, the income contributed from our discontinued operations increased by $4.2 million in the 2005 Nine Months. These increases were partially offset by



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increases in operating expenses primarily attributable to an increase in rent of $19.7 million as a result of the
Sale-Leaseback Agreements for the 2005 Nine Months. Additionally, in the 2005 Nine Months, we incurred expenses of $6.7 million related to strategic initiatives, $0.6 million related to certain senior management severance obligations, $1.3 million
in connection with losses related to a forward exchange contract, $1.5 million related to management fees and $1.1 million related to actions alleging violations of federal legislation involving unsolicited communications. The losses incurred in the
2004 Third Quarter and 2004 Nine Months are primarily attributable to costs incurred totaling $34.6 million related to the Merger, as well as a loss on the extinguishment of debt of $35.3 million.



Comprehensive Income (Loss)



Comprehensive income (loss) for the 2005 Third Quarter and the 2005 Nine
Months totaled $4.6 million and $17.0 million, respectively, compared with $(68.0) million and $(63.0) million for the 2004 Third Quarter and the 2004 Nine Months. These increases are primarily attributable to the gain recognized on the sale of our
bowling centers in the United Kingdom and Australia. The losses incurred in the prior year periods are primarily attributable to expenses incurred in connection with the Merger.



Centers



Centers results reflect the operations of our bowling centers located in the U.S. and internationally. 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.



|                                  |  |                    |       |                    |   |                |  |                               |      |                  |   |                  |  |                               |       |  |   |       |  |   |      
|--------------------------------- |  | ------------------ | ----- | ------------------ | - | -------------- |  | ----------------------------- | ---- | ---------------- | - | ---------------- |  | ----------------------------- | ----- |  | - | ----- |  | - | -----
|                                  |  | NewCompany         |       |                    |   | NewCompany     |  | ReorganizedPredecessorCompany |      | NewCompany       |   |                  |  | ReorganizedPredecessorCompany
|(In millions)                     |  | 2005 Third Quarter |       | 2004 Third Quarter |   | 2004 One Month |  | 2004 Two Months               |      | 2005 Nine Months |   | 2004 Nine Months |  | 2004 Eight Months            
|Centers (a):                      |  |                    |       |                    |   |                |  |                               |      |                  |   |                  |  |                               |       |  |   |       |  |   |      
|Operating revenue                 |  | $                  | 141.8 |                    | $ | 148.0          |  | $                             | 44.8 |                  | $ | 103.2            |  | $                             | 349.4 |  | $ | 365.4 |  | $ | 320.6
|Cost of goods sold                |  |                    | 13.3  |                    |   | 18.1           |  |                               | 8.7  |                  |   | 9.4              |  |                               | 32.9  |  |   | 38.4  |  |   | 29.7 
|Bowling center operating expenses |  |                    | 89.3  |                    |   | 99.1           |  |                               | 28.3 |                  |   | 70.8             |  |                               | 257.8 |  |   | 249.0 |  |   | 220.7
|Asset impairment                  |  |                    | 6.9   |                    |   |               |  |                               |     |                  |   |                 |  |                               | 8.2   |  |   |      |  |   |     
|Depreciation and amortization     |  |                    | 7.7   |                    |   | 10.1           |  |                               | 3.1  |                  |   | 7.0              |  |                               | 25.2  |  |   | 31.7  |  |   | 28.6 
|                                  |  |                    |       |                    |   |                |  |                               |      |                  |   |                  |  |                               |       |  |   |       |  |   |      
|Operating income                  |  | $                  | 24.6  |                    | $ | 20.7           |  | $                             | 4.7  |                  | $ | 16.0             |  | $                             | 25.3  |  | $ | 46.3  |  | $ | 41.6 
|                                  |  |                    |       |                    |   |                |  |                               |      |                  |   |                  |  |                               |       |  |   |       |  |   |      

---

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



To facilitate a meaningful comparison, the continuing center results discussed below reflect the results of 379 centers (364 located in the U.S. and 15
international centers) that have been in operation one full fiscal year as of June 27, 2004.



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



|                  |  |                 |   |  |                 |  
|----------------- |  | --------------- | - |  | --------------- | -
|                  |  | 2005Nine Months |   |  | 2004Nine Months |  
|Revenue:          |  |                 |   |  |                 |  
|Bowling           |  | 58.4            | % |  | 58.7            | %
|Food and beverage |  | 27.4            | % |  | 27.5            | %
|Ancillary sources |  | 14.2            | % |  | 13.8            | %



31



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##### Table of Contents

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 operations. 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.



On September 30, 2004, we sold our bowling center business that operated 33
bowling centers in the United Kingdom for gross cash proceeds of approximately $71.2 million and exited bowling center operations in that country. On February 8, 2005, we sold our 42 operating bowling centers in Australia for approximately $49.5
million subject to certain post closing adjustments and exited bowling center operations in that country.



2005 Third Quarter compared with 2004 Third Quarter



Centers operating revenue for the 2005 Third Quarter decreased $6.2 million, or 4.2%, as compared with the 2004 Third Quarter. U.S. continuing center
revenue decreased $2.1 million, or 1.5%, primarily the result of a decrease in league lineage. Also contributing to this decrease is a decline in revenue of $4.2 million attributable to the closure of 16 bowling centers since June 29, 2003.



Bowling center operating expenses decreased $9.8 million, or
9.9%. This decrease was primarily due to $14.0 million of costs incurred in connection with the Merger in the 2004 Third Quarter. Also contributing to this decrease was a decrease in operating expenses of $2.5 million due to closed bowling centers.
These decreases were partially offset by increases in U.S. continuing center operating expenses of $5.7 million, or 7.3%, of which $5.0 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 0.9% primarily the result of increased maintenance and supplies expenses. During the 2005 Third Quarter, we recorded expenses of $0.4 million related
to menu and beverage changes. In addition, taxes and licenses are $0.2 million above prior year primarily related to real estate tax increases resulting from the Sale-Leaseback Agreements. Finally, in the 2005 Third Quarter an additional charge of
$0.1 million was recorded related to the settlement of a case alleging violations of federal legislation involving unsolicited communications and a charge of $0.3 million was recorded related to the examination of strategic alternatives for certain
international center operations. Centers also recorded a loss of $0.8 million in the 2005 Third Quarter and $0.3 million in the 2004 Third Quarter related to the disposal of certain assets. As a percentage of revenue, Centers operating expenses were
63.0% for the 2005 Third Quarter and 66.9% for the 2004 Third Quarter.



Depreciation and amortization decreased $2.4 million, or 23.8%, primarily attributable to a decrease in depreciation of $2.5 million as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. Additionally,
depreciation decreased approximately $0.7 million as a result of the Sale-Leaseback Agreements and $0.2 million as a result of closed centers. These decreases were partially offset by an increase in depreciation of $1.5 million primarily
attributable to adjustments made as a result of the application of purchase method accounting related to the Merger.



Operating income was $24.6 million in the 2005 Third Quarter versus operating income of $20.7 million in the 2004 Third Quarter primarily due to the
decrease in operating expenses and depreciation and amortization partially offset by the decreases in revenue as discussed above. Centers recorded charges related to asset impairment resulting from center closures of $6.9 million in the 2005 Third
Quarter. Additionally, $4.6 million in cost of sales adjustments were incurred in the 2004 Third Quarter in conjunction with the application of purchase method accounting.



2005 Nine Months compared with 2004 Nine Months



Centers operating revenue for the 2005 Nine Months decreased $16.0 million, or 4.4%, as compared with the 2004 Nine Months.
U.S. continuing center revenue decreased $6.7 million, or 2.0%, primarily the result of a decrease in league lineage. Also contributing to this decrease is a decline in revenue of $9.1 million attributable to the closure of 16 bowling centers since
June 29, 2003.



32



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##### Table of Contents

Bowling center operating expenses increased $8.8 million, or 3.5%. This increase was primarily due to
increases in U.S. continuing center operating expenses of $23.3 million, or 10.7%, of which $19.7 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 1.7% primarily attributable to increases in insurance, tax and maintenance expenses. During the 2005 Nine Months, we recorded expenses of $0.4 million related to menu and beverage changes.
Taxes and licenses are $0.7 million above prior year primarily related to real estate tax increases resulting from the Sale-Leaseback Agreements. Additionally, Centers recorded a charge of $1.1 million in the 2005 Nine Months and $0.3 million in the
2004 Nine Months related to actions alleging violations of federal legislation involving unsolicited communications. In the 2004 Nine Months, Centers recognized $1.4 million related to casualty gains. Offsetting these increases was a decrease in
operating expenses of $6.5 million due to closed bowling centers. Additionally, costs of $14.0 million were incurred in connection with the Merger in the 2004 Nine Months. In the 2005 Nine Months, Centers incurred charges of $1.2 million related to
losses on disposals of fixed assets compared to $0.7 million in gains in the 2004 Nine Months. As a percentage of revenue, Centers operating expenses were 73.8% for the 2005 Nine Months and 68.1% for the 2004 Nine Months.



Depreciation and amortization decreased $6.5 million, or 20.5%, primarily
attributable to a decrease in depreciation of $6.9 million as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. Additionally, a decrease of $4.3 million is a result of the Sale-Leaseback Agreements and $0.7
million is attributable to closed centers. These decreases were partially offset by an increase in depreciation of $5.6 million primarily attributable to adjustments made as a result of the application of purchase method accounting related to the
Merger.



Operating income was $25.3 million in the 2005 Nine
Months versus operating income of $46.3 million in the 2004 Nine Months 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 from center closures of $8.2 million in the 2005 Nine Months. Additionally, $4.6 million in cost of sales adjustments were incurred in the 2004 Nine Months in conjunction with the
application of purchase method accounting.



33



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##### Table of Contents

Products



On April 19, 2005, we signed an asset sale agreement to sell our billiards division. This transaction is expected to be completed in the fourth quarter of
fiscal year 2005. The results of operations for our billiards division have been reported as discontinued operations for all periods presented and are not included in the tables or discussion below.



|                                             |  |                  |      |   |                  |   |      |               |  |   |                               |   |  |                |      |   |                |   |      |                               |  |   |      |   |  |   |      |  
|-------------------------------------------- |  | ---------------- | ---- | - | ---------------- | - | ---- | ------------- |  | - | ----------------------------- | - |  | -------------- | ---- | - | -------------- | - | ---- | ----------------------------- |  | - | ---- | - |  | - | ---- | -
|                                             |  | NewCompany       |      |   |                  |   |      | NewCompany    |  |   | ReorganizedPredecessorCompany |   |  | NewCompany     |      |   |                |   |      | ReorganizedPredecessorCompany | 
|(In millions)                                |  | 2005ThirdQuarter |      |   | 2004ThirdQuarter |   |      | 2004 OneMonth |  |   | 2004 TwoMonths                |   |  | 2005NineMonths |      |   | 2004NineMonths |   |      | 2004 EightMonths              | 
|Products (a):                                |  |                  |      |   |                  |   |      |               |  |   |                               |   |  |                |      |   |                |   |      |                               |  |   |      |   |  |   |      |  
|Operating revenue                            |  | $                | 31.2 |   |                  | $ | 27.9 |               |  | $ | 11.8                          |   |  | $              | 16.1 |   |                | $ | 98.4 |                               |  | $ | 91.6 |   |  | $ | 79.8 |  
|Cost of goods sold                           |  |                  | 23.1 |   |                  |   | 23.2 |               |  |   | 9.9                           |   |  |                | 13.3 |   |                |   | 75.4 |                               |  |   | 73.4 |   |  |   | 63.5 |  
|                                             |  |                  |      |   |                  |   |      |               |  |   |                               |   |  |                |      |   |                |   |      |                               |  |   |      |   |  |   |      |  
|Gross profit                                 |  |                  | 8.1  |   |                  |   | 4.7  |               |  |   | 1.9                           |   |  |                | 2.8  |   |                |   | 23.0 |                               |  |   | 18.2 |   |  |   | 16.3 |  
|                                             |  |                  |      |   |                  |   |      |               |  |   |                               |   |  |                |      |   |                |   |      |                               |  |   |      |   |  |   |      |  
|Selling, general and administrative expenses |  |                  | 6.1  |   |                  |   | 4.9  |               |  |   | 1.6                           |   |  |                | 3.4  |   |                |   | 16.9 |                               |  |   | 15.6 |   |  |   | 14.0 |  
|Depreciation and amortization                |  |                  | 1.7  |   |                  |   | 1.3  |               |  |   | 0.5                           |   |  |                | 0.9  |   |                |   | 5.2  |                               |  |   | 4.0  |   |  |   | 3.5  |  
|                                             |  |                  |      |   |                  |   |      |               |  |   |                               |   |  |                |      |   |                |   |      |                               |  |   |      |   |  |   |      |  
|Operating income (loss)                      |  | $                | 0.3  |   |                  | $ | (1.5 | )             |  | $ | (0.2                          | ) |  | $              | (1.4 | ) |                | $ | 0.9  |                               |  | $ | (1.4 | ) |  | $ | (1.2 | )
|                                             |  |                  |      |   |                  |   |      |               |  |   |                               |   |  |                |      |   |                |   |      |                               |  |   |      |   |  |   |      |  
|Selected data:                               |  |                  |      |   |                  |   |      |               |  |   |                               |   |  |                |      |   |                |   |      |                               |  |   |      |   |  |   |      |  
|Gross profit margin                          |  |                  | 26.0 | % |                  |   | 16.8 | %             |  |   | 16.1                          | % |  |                | 17.4 | % |                |   | 23.4 | %                             |  |   | 19.9 | % |  |   | 20.4 | %
|                                             |  |                  |      |   |                  |   |      |               |  |   |                               |   |  |                |      |   |                |   |      |                               |  |   |      |   |  |   |      |  

---

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



2005 Third Quarter compared with 2004 Third Quarter



Products operating revenue increased $3.3 million, or 11.8%, primarily attributable to an increase in revenue in the U.S. and Europe of $2.7 million and
$1.1 million, respectively. These increases were partially offset by a decrease in revenue in Asia of $1.0 million. The increase in revenue in the U.S. is primarily the result of increased sales to Centers due to changes in intercompany pricing and
an increase in the volume of purchases.



Gross profit increased
$3.4 million, or 72.3%. The gross profit margin was 26.0% in the 2005 Third Quarter compared with 16.8% in 2004 Third Quarter. The increased margin percentage was primarily attributable to the pricing changes on sales to Centers. Additionally, in
the 2004 Third Quarter, we incurred cost of sales adjustments of $0.8 million in conjunction with the Merger.



Products selling, general and administrative expenses increased $1.2 million, or 24.5%, compared with the prior year quarter. The increase in expenses is
primarily attributable to an increase in payroll and bad debt expenses. Additionally, in the 2005 Third Quarter Products incurred $0.6 million of expenses that were previously recorded at Worldwide and $0.2 million of expenses that were previously
recorded at our United Kingdom bowling center operations.



Depreciation and amortization increased $0.4 million, or 30.8%, primarily due to adjustments made as a result of the application of purchase method accounting related to the Merger.



Operating income was $0.3 million in the 2005 Third Quarter compared with a
loss of $1.5 million in the 2004 Third Quarter. The increase in operating income is primarily due to the increase in revenue partially offset by the increase in selling, general and administrative expenses as well as depreciation and amortization as
discussed above.



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##### Table of Contents

2005 Nine Months compared with 2004 Nine Months



Products operating revenue increased $6.8 million, or 7.4%, primarily
attributable to increased revenue in the U.S., Mexico and Europe of $8.0 million, $1.4 million and $1.0 million, respectively. These increases were partially offset by a decrease in revenue in Japan of $2.8 million. Sales to Centers increased 31.5%
primarily attributable to changes in intercompany pricing as well as an increase in the volume of purchases.



Gross profit increased $4.8 million, or 26.4%. The gross profit margin was 23.4% in the 2005 Nine Months compared with 19.9% in the 2004 Nine Months. The
increased margin percentage was primarily attributable to the pricing changes on sales to Centers. Additionally, in the 2004 Third Quarter, we incurred cost of sales adjustments of $0.8 million in conjunction with the Merger.



Products selling, general and administrative expenses increased $1.3 million,
or 8.3%, compared with the prior year period. The increase in expenses is primarily attributable to an increase in advertising and payroll expenses as well as bad debt and legal expenses. Additionally, in the 2005 Nine Months Products incurred $1.7
million of expenses that were previously recorded at Worldwide and $0.2 million of expenses that were previously recorded at our United Kingdom bowling center operations. These increases are partially offset by the recognition of $0.7 million in
gains on the disposal of two Products branches.



Depreciation
and amortization increased $1.2 million, or 30.0%, primarily due to adjustments made as a result of the application of purchase method accounting related to the Merger.



Operating income was $0.9 million in the 2005 Nine Months compared with a loss of $1.4 million in the 2004 Nine Months. 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.



Liquidity - Capital Resources  Asset Sales  Capital Expenditures



General



We have $78.9 million in term loans (the Term Loan) under our
Credit Agreement which also has 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 available or
capacity under the Revolver will be sufficient to fund its liquidity and capital expenditure needs.



Liquidity



As of March
27, 2005, working capital was $60.5 million compared with a working capital deficit of $15.5 million at June 27, 2004. Excluding assets and liabilities held for sale, working capital was $51.8 million at March 27, 2005. This change was primarily
attributable to an increase in cash of $73.6 million primarily a result of proceeds received from the sale of our United Kingdom and Australian bowling center operations. Also contributing to this increase is a decrease in accounts payable and
accrued liabilities of $7.7 million and $4.4 million, respectively. Partially offsetting these increases was a decrease in prepaid expenses and other current assets of $7.1 million, a decrease in accounts receivable of $6.1 million and a decrease in
inventories of $6.0 million.



On February 8, 2005, our Board of
Directors 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



35



---

##### Table of Contents

the Credit Agreement) from the sale of certain International Operations (as defined in the Indenture and the Credit
Agreement). As a condition to making such distribution, the Indenture requires us to first make an offer to the holders of our Subordinated Notes 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 $46.8 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, the Company was prohibited from paying the dividend. The Indenture does allow for the dividend to be paid in the future.



Since the close of the 2005 Third Quarter, we have repurchased
and intend to cancel $12.7 million of our Subordinated Notes.



Operating
Cash Flow



Net cash provided by operating activities was
$29.3 million in the 2005 Nine Months compared with $0.9 million in the 2004 Nine Months, an increase of $28.4 million. The increase in net cash provided by operating activities is primarily the result of a decrease in the loss from continuing
operations and improved working capital utilization.



Investing



|                                                 |  |                 |       |   |                 |   |       |  
|------------------------------------------------ |  | --------------- | ----- | - | --------------- | - | ----- | -
|                                                 |  | 2005Nine Months |       |   | 2004Nine Months |  
|Cash flows from investing activities:            |  |                 |       |   |                 |   |       |  
|Purchases of property and equipment              |  | $               | (30.1 | ) |                 | $ | (31.1 | )
|Proceeds from the sale of property and equipment |  |                 | 2.4   |   |                 |   | 4.6   |  
|Proceeds from Sale Leaseback Agreements          |  |                 |      |   |                 |   | 254.0 |  
|Proceeds from sale of subsidiaries               |  |                 | 115.8 |   |                 |   |      |  
|                                                 |  |                 |       |   |                 |   |       |  
|Total                                            |  | $               | 88.1  |   |                 | $ | 227.5 |  
|                                                 |  |                 |       |   |                 |   |       |  



Net cash provided by
investing activities was $88.1 million in the 2005 Nine Months compared with $227.5 million in the 2004 Nine Months. In the 2005 Nine Months, we received proceeds of approximately $115.8 million related to the sale of our bowling centers in the
United Kingdom and Australia and $2.4 million related to the sale of property and equipment. In the 2004 Nine Months, we received proceeds of $254.0 million related to the Sale-Leaseback Agreements in connection with the Merger.



Financing



|                                         |  |                 |       |   |                 |   |        |  
|---------------------------------------- |  | --------------- | ----- | - | --------------- | - | ------ | -
|                                         |  | 2005Nine Months |       |   | 2004Nine Months |  
|Cash flows from financing activities:    |  |                 |       |   |                 |   |        |  
|Borrowings (repayments) of debt, net     |  | $               | (56.1 | ) |                 | $ | (127.2 | )
|Deferred financing costs                 |  |                 |      |   |                 |   | (22.0  | )
|Dividends paid                           |  |                 |      |   |                 |   | (250.3 | )
|Equity investment                        |  |                 |      |   |                 |   | 133.7  |  
|Payments under capital lease obligations |  |                 | (0.8  | ) |                 |   | (0.3   | )
|Other                                    |  |                 |      |   |                 |   | (1.0   | )
|                                         |  |                 |       |   |                 |   |        |  
|Total                                    |  | $               | (56.9 | ) |                 | $ | (267.1 | )
|                                         |  |                 |       |   |                 |   |        |  



Net cash used in
financing activities was $56.9 million in the 2005 Nine Months compared with $267.1 million in the 2004 Nine Months. This decrease is primarily the result of the satisfaction of our old $150.0 million 13% Senior Subordinated Notes due September 2008
and $228.1 million in term loans under our former senior secured credit agreement in the 2004 Nine Months. Additionally, we paid dividends of $250.3 million and received a net equity investment of $133.7 million in connection with the Merger. In the
2005 Nine Months, we made payments of approximately $56.1 million on the Term Loan.



36



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##### Table of Contents

Capital Resources



The following table shows our debt balances at March 27, 2005 and June 27, 2004:



|                                     |  |               |       |              |   |      
|------------------------------------ |  | ------------- | ----- | ------------ | - | -----
|                                     |  | March 27,2005 |       | June 27,2004
|Term Loan                            |  | $             | 79.0  |              | $ | 135.0
|Subordinated Notes, 10%, due 2010    |  |               | 149.9 |              |   | 150.0
|Revolver                             |  |               |      |              |   |     
|Mortgage note and capitalized leases |  |               | 3.0   |              |   | 3.8  
|                                     |  |               |       |              |   |      
|Total debt                           |  | $             | 231.9 |              | $ | 288.8
|                                     |  |               |       |              |   |      



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 10% Senior Subordinated Notes due 2010 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.



At March 27, 2005, there were no outstanding borrowings under the Revolver.
Outstanding standby letters of credit issued under the Revolver totaled $19.0 million leaving $21.0 million available for additional borrowings or letters of credit. The Revolver continues to be available for our working capital and general
corporate needs, subject to customary borrowing conditions.



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 lease termination in France. 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 the achievement of certain
financial covenants and maximum levels of capital expenditures. We are in compliance with the covenants as of March 27, 2005. Our Credit Agreement financial covenant ratios are tightening, primarily because the covenants did not contemplate the sale
of our international bowling center businesses and our U.S. bowling center business financial results have been weaker than expected. There can be no assurance that we will continue to be in compliance with these covenants. We intend to seek an
amendment to these covenants to provide greater financial flexibility.



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.



The following table shows our asset sales for the reported periods:



|                |  |                    |     |           |                  |      |          |  |           |     |  |   |      |  
|--------------- |  | ------------------ | --- | --------- | ---------------- | ---- | -------- |  | --------- | --- |  | - | ---- | -
|                |  | 2005 Third Quarter |     |           | 2005 Nine Months |     
|                |  | Proceeds           |     | Loss, net |                  |      | Proceeds |  | Loss, net |    
|Centers (U.S.): |  |                    |     |           |                  |      |          |  |           |     |  |   |      |  
|Excess property |  | $                  | 0.9 |           | $                | (0.8 | )        |  | $         | 2.4 |  | $ | (0.3 | )
|                |  |                    |     |           |                  |      |          |  |           |     |  |   |      |  



On September 30, 2004,
we sold 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $71.2 million and exited bowling center operations in that country.



37



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##### Table of Contents

On February 8, 2005, we sold our 42 operating bowling centers in Australia for approximately $45.9
million, subject to certain post-closing adjustments and exited bowling center operations in that country.



Capital Expenditures



|             |  |                 |      |   |                 |   |     
|------------ |  | --------------- | ---- | - | --------------- | - | ----
|             |  | 2005Nine Months |      |   | 2004Nine Months
|Centers      |  | $               | 28.6 |   |                 | $ | 29.1
|Products     |  |                 | 1.5  |   |                 |   | 0.7 
|Corporate    |  |                 | 1.8  |   |                 |   | 1.3 
|Eliminations |  |                 | (1.8 | ) |                 |   |    
|             |  |                 |      |   |                 |   |     
|Total        |  | $               | 30.1 |   |                 | $ | 31.1
|             |  |                 |      |   |                 |   |     



Capital expenditures
decreased $1.0 million in the 2005 Nine Months compared with the 2004 Nine Months primarily due to decreased expenditures in Centers. Due to the pricing increases between Products and Centers, the current year includes an intercompany profit
elimination of $1.8 million. Capital expenditures are primarily funded from cash generated from operations.



Seasonality and Market Development Cycles



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 sales 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 generally have fewer bowlers. We do not expect the sale of our bowling center operations in Australia and the United Kingdom to materially impact the historical
seasonality of our business.



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, tariffs and other actions by foreign governments (such as restrictions
on transfer of funds, import and export duties and quotas, foreign customs, tariffs and value added taxes and unexpected changes in regulatory environments), difficulty in obtaining distribution and support for products, the risk of nationalization,
the laws and policies of the U.S. affecting trade, international investment and loans, and foreign tax law changes. As is the case of other U.S.-based manufacturers with export sales, local currency devaluation increases the cost of Products bowling
equipment. In addition, local currency devaluation negatively impacts the translation of operating results from our international operations.



Foreign currency exchange rates also impact the translation of operating results from international bowling centers and Products. International bowling
centers represented 3.5% and 4.0% of consolidated revenue for the 2005 Nine Months and the 2004 Nine Months, respectively. For the 2005 Nine Months, international bowling centers represented $1.4 million in operating loss of the $3.0 million
consolidated operating income and $1.5 million of the $9.3 million consolidated operating income in the 2004 Nine Months. There will be less foreign currency exchange rate impact to our Centers business as a result of the sale of our Australian and
United Kingdom bowling center operations.



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Products international operations represented 9.8% and 9.5% of consolidated revenue for the 2005 Nine
Months and the 2004 Nine Months, respectively. For the 2005 Nine Months Products international operations represented $2.2 million of the $3.0 million consolidated operating income and in the 2004 Nine Months Products international operations
represented $1.8 million in operating loss of the $9.3 million consolidated operating income.



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 the 2005 Third Quarter, 2005 Nine Months, 2004 Third Quarter or 2004 Nine Months.



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Critical Accounting Policies



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 critical accounting policies disclosed below
have been reviewed with the Audit Committee of our parent company.



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 New Center 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.



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 group
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 have closed certain individual center locations with some regularity. Recoverability of assets that will continue to be used in operations is measured by comparing the
carrying amount of the asset to the related total future net cash flows. If an assets carrying value is not recoverable through those 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 17% 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



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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 Statement of Financial Accounting Standards 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 a majority of our 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 Securities and Exchange Commission 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 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 and effect of unusual weather on bowling center operations;
| | - |  | ---------------------------------------------------------------------------



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



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



| |  |  | 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 we 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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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We are exposed to market risk from changes in foreign currency exchange rates and interest rates that could impact our 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 foreign currency forward exchange contracts. At March 27, 2005, no interest rate cap
agreements or foreign currency forward exchange contracts 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.



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.



We had one 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.



The following table
provides information about our fixed and variable-rate debt at March 27, 2005, weighted average interest rates and respective maturity dates.



|                 |  |                |       |                              |       |   |                   |   |                              |  |      |  
|---------------- |  | -------------- | ----- | ---------------------------- | ----- | - | ----------------- | - | ---------------------------- |  | ---- | -
|Maturity Date    |  | FixedRate Debt |       | WeightedAverageInterest Rate |       |   | VariableRate Debt |   | WeightedAverageInterest Rate | 
|December 1, 2010 |  | $              | 149.9 |                              | 10.00 | % |                   |   |                             |  |     |  
|August 27, 2009  |  |                |      |                              |      |   |                   | $ | 79.0                         |  | 5.45 | %
|                 |  |                |       |                              |       |   |                   |   |                              |  |      |  



The fair value of the
Term Loan and the Subordinated Notes at March 27, 2005 was approximately $79.0 million and $152.1 million, respectively.



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ITEM 4. 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 chief executive officer and the chief financial officer, of the effectiveness of
our disclosure controls and procedures. Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective. There have been no changes in
internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II



ITEM 1. 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 are a defendant in two state court actions (one in Georgia and one in Missouri) 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. The plaintiffs in these actions seek statutory damages and requested geographically-limited class certifications. A settlement of the Georgia class action has received final
court approval. A settlement of the Missouri class action has received preliminary court approval. From time to time, we resolve claims alleging similar violations in order to avoid litigation.



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, is 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.



European Community Tariff



The Commission of the European Community 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%. The U.S. Congress recently enacted legislation which was intended to address the issues raised by the EC. The EC has agreed to repeal temporarily the additional duty retroactive to January
1, 2005 until the WTO determines that the U.S. legislation adequately responded to global trade rules. There can be no assurance that the WTO will make a favorable determination.



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ITEM 6. EXHIBITS



| | 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 | 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)).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4.2 | 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 | 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)).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.2 | 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)).*
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.3 | Kingpin Holdings, LLC 2004 Unit Option Plan dated 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)).*
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12.1 | Statement re: Computation of Ratios (filed herewith).
| | ---- | -----------------------------------------------------



| | 31.1 | Certification by the Companys Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.2 | Certification by the Companys Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 32.1 | Certification by the Companys Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 32.2 | Certification by the Companys Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

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



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                                                                            |  |             
|--------------------------------------------------------------------------- |  | ------------
|AMF Bowling Worldwide, Inc.                                                 |  |             
|(registrant)                                                                |  |             
|                                                                            | 
|/s/ Christopher F. Caesar                                                   |  | May 11, 2005
|Christopher F. Caesar                                                       |  |             
|Senior Vice President, Chief Financial Officer and Treasurer                |  |             
|(Duly authorized officer of the registrant and principal financial officer) |  |             



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