##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



(Mark One)



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



For the quarterly period ended January 1, 2006



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)



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



7313 Bell Creek Road

Mechanicsville, Virginia 23111

(Address of principal executive offices, including zip code)



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(804) 730-4000

(Registrants telephone number, including area code)



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



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 ̈



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



As of January 1, 2006, 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 |  | 25
|           |  |                                                                                      
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 41
|           |  |                                                                                      
|Item 4.    |  | Controls and Procedures                                                               |  | 42
|           | 
|PART II    |  |                                                                                      
|           |  |                                                                                      
|Item 1.    |  | Legal Proceedings                                                                     |  | 43
|           |  |                                                                                      
|Item 6.    |  | Exhibits                                                                              |  | 44
|           | 
|Signatures |  | 45                                                                                   



1



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##### Table of Contents

AMF BOWLING WORLDWIDE, INC.



CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)



PART I



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------



|                                                                                                      |  |                |         |   |             |   |         |  
|----------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------- | - | ------- | -
|(In thousands, except share and per share data)                                                       |  | January 1,2006 |         |   | July 3,2005 |  
|Assets                                                                                                |  |                |         |   |             |   |         |  
|Current assets:                                                                                       |  |                |         |   |             |   |         |  
|Cash and cash equivalents                                                                             |  | $              | 34,322  |   |             | $ | 45,254  |  
|Accounts and notes receivable, net of allowance for doubtful accounts of $50 and $2,853, respectively |  |                | 2,417   |   |             |   | 23,497  |  
|Inventories, net                                                                                      |  |                | 5,269   |   |             |   | 25,531  |  
|Prepaid expenses and other current assets                                                             |  |                | 10,052  |   |             |   | 14,293  |  
|Assets held for sale (Note 3)                                                                         |  |                |        |   |             |   | 5,294   |  
|                                                                                                      |  |                |         |   |             |   |         |  
|Total current assets                                                                                  |  |                | 52,060  |   |             |   | 113,869 |  
|Property and equipment, net                                                                           |  |                | 235,665 |   |             |   | 248,526 |  
|Investment in equity affiliate                                                                        |  |                | 40,257  |   |             |   |        |  
|Other assets                                                                                          |  |                | 23,549  |   |             |   | 29,230  |  
|                                                                                                      |  |                |         |   |             |   |         |  
|Total assets                                                                                          |  | $              | 351,531 |   |             | $ | 391,625 |  
|                                                                                                      |  |                |         |   |             |   |         |  
|Liabilities and Stockholders Equity                                                                  |  |                |         |   |             |   |         |  
|Current liabilities:                                                                                  |  |                |         |   |             |   |         |  
|Accounts payable                                                                                      |  | $              | 8,562   |   |             | $ | 12,506  |  
|Accrued expenses and other liabilities                                                                |  |                | 49,894  |   |             |   | 71,121  |  
|Current portion of long-term debt                                                                     |  |                | 1,037   |   |             |   | 1,073   |  
|Liabilities held for sale (Note 3)                                                                    |  |                |        |   |             |   | 1,069   |  
|                                                                                                      |  |                |         |   |             |   |         |  
|Total current liabilities                                                                             |  |                | 59,493  |   |             |   | 85,769  |  
|Long-term debt, less current portion                                                                  |  |                | 203,112 |   |             |   | 203,771 |  
|Liabilities, subject to resolution                                                                    |  |                | 123     |   |             |   | 143     |  
|Other liabilities                                                                                     |  |                | 4,742   |   |             |   | 4,742   |  
|                                                                                                      |  |                |         |   |             |   |         |  
|Total liabilities                                                                                     |  |                | 267,470 |   |             |   | 294,425 |  
|Stockholders equity:                                                                                 |  |                |         |   |             |   |         |  
|Common stock ($0.01 par value, 1,000 shares authorized and outstanding)                               |  |                |        |   |             |   |        |  
|Paid-in capital                                                                                       |  |                | 133,716 |   |             |   | 133,716 |  
|Accumulated deficit                                                                                   |  |                | (45,687 | ) |             |   | (29,690 | )
|Accumulated other comprehensive loss                                                                  |  |                | (3,968  | ) |             |   | (6,826  | )
|                                                                                                      |  |                |         |   |             |   |         |  
|Total stockholders equity                                                                            |  |                | 84,061  |   |             |   | 97,200  |  
|                                                                                                      |  |                |         |   |             |   |         |  
|Total liabilities and stockholders equity                                                            |  | $              | 351,531 |   |             | $ | 391,625 |  
|                                                                                                      |  |                |         |   |             |   |         |  



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



2



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AMF BOWLING WORLDWIDE, INC.



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



|                                                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|------------------------------------------------------------ |  | ------------------ | ------- | - | ------------------ | - | ------- | -------------------- |  | - | -------------------- | - |  | - | ------- | -
|(In thousands)                                               |  | 2006 SecondQuarter |         |   | 2005 SecondQuarter |   |         | 2006 FirstSix Months |  |   | 2005 FirstSix Months |  
|Operating revenue                                            |  | $                  | 127,018 |   |                    | $ | 145,358 |                      |  | $ | 249,761              |   |  | $ | 260,491 |  
|Operating expenses:                                          |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Cost of goods sold                                           |  |                    | 15,810  |   |                    |   | 36,438  |                      |  |   | 47,219               |   |  |   | 62,348  |  
|Bowling center operating expenses                            |  |                    | 87,946  |   |                    |   | 79,857  |                      |  |   | 173,889              |   |  |   | 163,794 |  
|Selling, general and administrative expenses                 |  |                    | 3,199   |   |                    |   | 15,352  |                      |  |   | 13,606               |   |  |   | 25,676  |  
|Asset impairment                                             |  |                    | 163     |   |                    |   |        |                      |  |   | 606                  |   |  |   | 1,303   |  
|Depreciation and amortization                                |  |                    | 9,788   |   |                    |   | 10,538  |                      |  |   | 20,140               |   |  |   | 21,717  |  
|                                                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Total operating expenses                                     |  |                    | 116,906 |   |                    |   | 142,185 |                      |  |   | 255,460              |   |  |   | 274,838 |  
|                                                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Operating income (loss)                                      |  |                    | 10,112  |   |                    |   | 3,173   |                      |  |   | (5,699               | ) |  |   | (14,347 | )
|Non-operating (income) expenses:                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Interest expense                                             |  |                    | 5,557   |   |                    |   | 6,679   |                      |  |   | 11,058               |   |  |   | 13,181  |  
|Interest income                                              |  |                    | (261    | ) |                    |   | (306    | )                    |  |   | (587                 | ) |  |   | (332    | )
|Other income, net                                            |  |                    | (870    | ) |                    |   | (87     | )                    |  |   | (674                 | ) |  |   | (4,739  | )
|                                                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Total non-operating expenses                                 |  |                    | 4,426   |   |                    |   | 6,286   |                      |  |   | 9,797                |   |  |   | 8,110   |  
|                                                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Income (loss) from continuing operations before income taxes |  |                    | 5,686   |   |                    |   | (3,113  | )                    |  |   | (15,496              | ) |  |   | (22,457 | )
|Provision for income taxes                                   |  |                    | (74     | ) |                    |   | 1,276   |                      |  |   | (664                 | ) |  |   | 1,648   |  
|                                                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Income (loss) from continuing operations                     |  |                    | 5,760   |   |                    |   | (4,389  | )                    |  |   | (14,832              | ) |  |   | (24,105 | )
|Discontinued operations (Note 3):                            |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Income from discontinued operations, net of tax              |  |                    | 81      |   |                    |   | 129     |                      |  |   | 144                  |   |  |   | 6,905   |  
|Gain (loss) on disposal, net of tax                          |  |                    | (1,319  | ) |                    |   | 30,247  |                      |  |   | (1,319               | ) |  |   | 30,247  |  
|                                                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  
|Income (loss) from discontinued operations                   |  |                    | (1,238  | ) |                    |   | 30,376  |                      |  |   | (1,175               | ) |  |   | 37,152  |  
|Net income (loss)                                            |  | $                  | 4,522   |   |                    | $ | 25,987  |                      |  | $ | (16,007              | ) |  | $ | 13,047  |  
|                                                             |  |                    |         |   |                    |   |         |                      |  |   |                      |   |  |   |         |  



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



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AMF BOWLING WORLDWIDE, INC.



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                                            |  |                      |         |   |                      |   |         |  
|----------------------------------------------------------------------------------------------------------- |  | -------------------- | ------- | - | -------------------- | - | ------- | -
|(In thousands)                                                                                              |  | 2006 FirstSix Months |         |   | 2005 FirstSix Months |  
|Operating activities:                                                                                       |  |                      |         |   |                      |   |         |  
|Net income (loss)                                                                                           |  | $                    | (16,007 | ) |                      | $ | 13,047  |  
|Less: Income (loss) from discontinued operations, net of tax                                                |  |                      | (1,175  | ) |                      |   | 37,152  |  
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Loss from continuing operations                                                                             |  |                      | (14,832 | ) |                      |   | (24,105 | )
|Adjustments to reconcile net loss from continuing operations to net cash provided by continuing operations: |  |                      |         |   |                      |   |         |  
|Depreciation and amortization                                                                               |  |                      | 20,140  |   |                      |   | 21,717  |  
|(Gain) loss on the sale of property and equipment, net                                                      |  |                      | (394    | ) |                      |   | 257     |  
|Asset impairment                                                                                            |  |                      | 606     |   |                      |   | 1,303   |  
|Changes in assets and liabilities:                                                                          |  |                      |         |   |                      |   |         |  
|Accounts and notes receivable, net                                                                          |  |                      | (1,019  | ) |                      |   | 2,367   |  
|Inventories                                                                                                 |  |                      | (5,269  | ) |                      |   | (1,916  | )
|Other assets                                                                                                |  |                      | (434    | ) |                      |   | 2,175   |  
|Accounts payable and accrued expenses                                                                       |  |                      | 1,906   |   |                      |   | (1,552  | )
|Income taxes payable                                                                                        |  |                      | (3,620  | ) |                      |   | (264    | )
|Other long-term liabilities                                                                                 |  |                      | (602    | ) |                      |   | 1,168   |  
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Net cash used in operating activities from continuing operations                                            |  |                      | (3,518  | ) |                      |   | 1,150   |  
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Investing activities:                                                                                       |  |                      |         |   |                      |   |         |  
|Capital expenditures                                                                                        |  |                      | (30,615 | ) |                      |   | (21,376 | )
|Return of cash from equity affiliate                                                                        |  |                      | 17,351  |   |                      |   |        |  
|Sale of property and equipment                                                                              |  |                      | 7,616   |   |                      |   | 1,548   |  
|Sale of subsidiary                                                                                          |  |                      |        |   |                      |   | 69,875  |  
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Net cash provided by (used in) investing activities from continuing operations                              |  |                      | (5,468  | ) |                      |   | 50,047  |  
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Financing activities:                                                                                       |  |                      |         |   |                      |   |         |  
|Payments of long-term debt                                                                                  |  |                      | (554    | ) |                      |   | (47,080 | )
|Payments under capital lease obligations                                                                    |  |                      | (141    | ) |                      |   | (211    | )
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Net cash used in financing activities from continuing operations                                            |  |                      | (695    | ) |                      |   | (47,291 | )
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Effect of exchange rates on cash                                                                            |  |                      | (604    | ) |                      |   | (2,123  | )
|Net cash provided by investing activities from discontinued operations                                      |  |                      | (149    | ) |                      |   | 14,303  |  
|Net cash provided by operating activities from discontinued operations                                      |  |                      | (498    | ) |                      |   | 2,464   |  
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Net increase (decrease) in cash                                                                             |  |                      | (10,932 | ) |                      |   | 18,550  |  
|Cash and cash equivalents at beginning of period                                                            |  |                      | 45,254  |   |                      |   | 12,734  |  
|                                                                                                            |  |                      |         |   |                      |   |         |  
|Cash and cash equivalents at end of period                                                                  |  | $                    | 34,322  |   |                      | $ | 31,284  |  
|                                                                                                            |  |                      |         |   |                      |   |         |  



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



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|NOTE 1. | BUSINESS DESCRIPTION
|------- | --------------------



Organization



AMF
Bowling Worldwide, Inc., a Delaware corporation (Worldwide), and our subsidiaries (Worldwide and our subsidiaries may be referred to as the Company, AMF, we, us, or our) are engaged in the business of operating bowling centers and hold
an interest in a business that manufactures and sells bowling equipment. Beginning October 8, 2005, the Company has two reportable business segments:



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



| |  |  | Holdings, which consists of our investment in the Joint Venture (defined below) and a service company that provides services exclusively to the Joint Venture.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



For periods prior to October 8, 2005, AMF engaged in two
business segments:



| |  |  | Centers; and
| | - |  | ------------



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



Centers operations and operating assets are held in subsidiaries of Worldwide.



AMF is the largest operator of bowling centers in the world with 365 centers in operation as of January 1, 2006, and is comprised of 352 centers in
the U.S. and 13 bowling centers operating outside the U.S. On September 30, 2004, we sold our 33 bowling centers in the United Kingdom and on February 8, 2005, we sold our 42 bowling centers in Australia. We no longer have bowling center
operations in these countries. The results of Centers in these countries have been reported as discontinued operations for all periods in which they are presented.



AMF was also one of the largest manufacturers of bowling equipment in the world. We conducted our business of manufacturing
and selling bowling equipment through our Products subsidiaries until October 7, 2005. Until such date, we reported Products as a segment of our business. On October 7, 2005, we entered into a Joint Venture with Italian-based Qubica,
S.p.A. (Qubica), in exchange for a 50% equity interest.



On December 4, 2005, we sold our billiards division for gross cash proceeds of approximately $4.5 million subject to certain post-closing adjustments. Billiards manufactured and sold billiard tables and accessories. The results of
operations for the billiards division have been reported as discontinued operations for all periods presented and are included within our former Products segment.



During the first six months of fiscal year 2006 (2006 First Six Months), Worldwide served as the corporate
headquarters of the Company. Its employees provided management and administrative services for Centers and certain administrative services for Products until October 7, 2005 and for Holdings thereafter.



Joint Venture



On October 7, 2005, we completed the previously announced transactions to form the joint venture with the shareholder
of Qubica. In these transactions, AMF Holdings, Inc. (AMF Holdings), a subsidiary of Worldwide, contributed the equity of QubicaAMF Worldwide, LLC, formerly known as AMF Bowling Products, LLC (AMF Products), and substantially
all of the other subsidiaries that conducted our Products business to QubicaAMF Worldwide, S.à.R.L. (the Joint Venture), in exchange for a 50% equity interest in the Joint Venture. The shareholder of Qubica also contributed the
equity of Qubica and its subsidiaries to the Joint Venture in exchange for a 50% equity interest in the Joint Venture. The board of managers of the Joint Venture has six (6) members split equally between AMF and the shareholder of Qubica.



5



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AMF Bowling Products UK Limited (UK BPO), a company organized under the laws of the United
Kingdom, was a subsidiary of our Products business and was not contributed to the Joint Venture. UK BPO is now owned by AMF Holdings. It is a company that provides technical services exclusively to the Joint Venture under a services agreement. The
Joint Venture provides administrative services, such as accounting and financial services, to UK BPO.



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



Since the formation of the
Joint Venture, AMF Products is no longer a guarantor of our obligations under our senior secured credit agreement (the Credit Agreement) and our Subordinated Notes due in 2010 (the Subordinated Notes) and liens against assets
of AMF Products that secured its guarantee have been released. (See Long-Term Debt Note). In addition, the Joint Venture and certain of its subsidiaries, entered into a credit agreement for a $30.0 million asset based loan. Certain
assets of the Joint Venture and certain of its subsidiaries secure the credit agreement. Worldwide and its remaining subsidiaries have no obligation under the Joint Ventures credit agreement. Neither Worldwide nor AMF Holdings has any
obligation to contribute capital or make loans to the Joint Venture.



Accounting for the Joint Venture



Our
investment in the Joint Venture is accounted for using the equity method of accounting. We will receive financial information from the Joint Venture on a delayed basis and will therefore record our share of the income or losses of our investment
approximately one quarter in arrears. In our next quarterly report, we will report the income or losses of our investment for the period October 8, 2005 to December 31, 2005. This report does not include any results from operations for our
investment in the Joint Venture. The Joint Venture has a December 31styear end for financial reporting
purposes and reports on a calendar basis.



Merger



On February 27, 2004, we were acquired in a merger transaction (the
Merger) by a subsidiary of Kingpin Holdings LLC (Kingpin), a Delaware limited liability company formed at the direction of Code Hennessy & Simmons LLC, a Chicago-based private equity firm (CHS) to effect
the Merger. Kingpin Holdings is owned by a fund managed by CHS and other equity investors.



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##### Table of Contents

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 2006 has 52 weeks, and fiscal
year 2005 had 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 July 3, 2005.



|                                                          |  |                        
|--------------------------------------------------------- |  | -----------------------
|Period                                                    |  | Referred to as         
|Results from October 3, 2005 through January 1, 2006      |  | 2006 Second Quarter  
|                                                          | 
|Results from July 4, 2005 through January 1, 2006         |  | 2006 First Six Months
|                                                          | 
|Results from September 27, 2004 through December 26, 2004 |  | 2005 Second Quarter  
|                                                          | 
|Results from June 28, 2004 through December 26, 2004      |  | 2005 First Six Months



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|NOTE 3. | DISCONTINUED OPERATIONS
|------- | -----------------------



On December 4, 2005, we sold our billiards division for gross cash proceeds of approximately $4,500 subject to certain post-closing adjustments. On
September 30, 2004, we sold our bowling center operations in the United Kingdom for gross proceeds of approximately $69,900 and on February 8, 2005, we sold our bowling center operations in Australia for approximately $44,700. In
accordance with SFAS No. 144 Accounting for the Impairment or Disposal of Long-lived Assets, the operations of the billiards division and the bowling centers in the United Kingdom and Australia are reported separately as
discontinued operations for all periods in which they are presented.



The financial results of our discontinued operations were as follows:



|                                         |  |                    |        |   |                    |   |                      |  |   |                      |   |  |   |       
|---------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | -------------------- |  | - | -------------------- | - |  | - | ------
|                                         |  | 2006 SecondQuarter |        |   | 2005 SecondQuarter |   | 2006 FirstSix Months |  |   | 2005 FirstSix Months
|Revenue                                  |  | $                  | 2,246  |   |                    | $ | 3,932                |  | $ | 4,830                |   |  | $ | 6,938 
|                                         |  |                    |        |   |                    |   |                      |  |   |                      |   |  |   |       
|Income from operations, pretax           |  |                    | 81     |   |                    |   | 589                  |  |   | 144                  |   |  |   | 10,063
|Provision (benefit) for income taxes     |  |                    |       |   |                    |   | 460                  |  |   |                     |   |  |   | 3,158 
|                                         |  |                    |        |   |                    |   |                      |  |   |                      |   |  |   |       
|Income (loss) from operations, after tax |  |                    | 81     |   |                    |   | 129                  |  |   | 144                  |   |  |   | 6,905 
|Gain (loss) on disposal, pretax          |  |                    | (1,319 | ) |                    |   | 33,642               |  |   | (1,319               | ) |  |   | 33,642
|Provision for income taxes               |  |                    |       |   |                    |   | 3,395                |  |   |                     |   |  |   | 3,395 
|                                         |  |                    |        |   |                    |   |                      |  |   |                      |   |  |   |       
|Gain on disposal, after tax              |  |                    | (1,319 | ) |                    |   | 30,247               |  |   | (1,319               | ) |  |   | 30,247
|                                         |  |                    |        |   |                    |   |                      |  |   |                      |   |  |   |       
|Income from discontinued operations      |  | $                  | (1,238 | ) |                    | $ | 30,376               |  | $ | (1,175               | ) |  | $ | 37,152
|                                         |  |                    |        |   |                    |   |                      |  |   |                      |   |  |   |       



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



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



|NOTE 4. | EQUITY BASED COMPENSATION
|------- | -------------------------



On February 27, 2004, Kingpin granted 313,145 options to purchase common units of Kingpin, at an exercise price of $10.00 and 104,381 options to
purchase common units at an exercise price of $20.00 per common unit, to Frederick R. Hipp, President and Chief Executive Officer of Worldwide. These options vest ratably over a four year period. Effective September 27, 2004, Kingpin adopted
the 2004 Unit Option Plan (the Option Plan) and granted 100,000 options to purchase common units 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, including provisions for the extinguishment of options upon the termination of employment. Due to turn over of management, as of
February 1, 2006, there are 86,000 options, held by 18 senior managers, which remain outstanding out of this grant. 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 or Worldwide.



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On October 17, 2005, Kingpin granted 75,000 options to purchase common units at an exercise price of
$10.89 per common unit, to eight (8) senior managers of Worldwide and 15,388 options to purchase common units at an exercise price of $10.89 per common unit, to two Board members of Kingpin under the Option Plan. One-third of the options vest
on October 17 of each year beginning October 17, 2006. The options are subject to customary terms and conditions.



On December 31, 2005, under the Option Plan, Kingpin granted 20,000 options to purchase common units at an exercise price of $10.89 per common unit,
to William A. McDonnell, the Vice President and Chief Financial Officer of Worldwide. One-third of the options vest on December 5 of each year beginning December 5, 2006. The options are subject to customary terms and conditions.



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. If we had elected to recognize compensation expense based on the fair value of all stock awards at grant date as prescribed by SFAS
No. 123 Accounting for Stock-Based Compensation, the net income (loss) would have been reflected as the pro forma amounts shown below:



|                                                                       |  |                    |       |                    |   |                      |  |   |                      |   |  |   |       
|---------------------------------------------------------------------- |  | ------------------ | ----- | ------------------ | - | -------------------- |  | - | -------------------- | - |  | - | ------
|                                                                       |  | 2006 SecondQuarter |       | 2005 SecondQuarter |   | 2006 FirstSix Months |  |   | 2005 FirstSix Months
|Net income (loss), as reported                                         |  | $                  | 4,522 |                    | $ | 25,987               |  | $ | (16,007              | ) |  | $ | 13,047
|Stock-based employee compensation under APB 25                         |  |                    |      |                    |   |                     |  |   |                     |   |  |   |      
|Pro forma stock-based employee compensation expense under SFAS No. 123 |  |                    | 43    |                    |   | 27                   |  |   | 70                   |   |  |   | 54    
|                                                                       |  |                    |       |                    |   |                      |  |   |                      |   |  |   |       
|Net income (loss), pro forma                                           |  | $                  | 4,479 |                    | $ | 25,960               |  | $ | (16,077              | ) |  | $ | 12,993
|                                                                       |  |                    |       |                    |   |                      |  |   |                      |   |  |   |       



The fair value of each
unit option grant was estimated at the time of the grant using the Black-Scholes option-pricing model. Pro forma net loss disclosures were computed by amortizing the estimated fair value of the grants over the respective vesting periods.



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|NOTE 5. | COMPREHENSIVE INCOME
|------- | --------------------



Comprehensive income (loss) was $2,518 for the 2006 Second Quarter, $(17,891) for the 2006 First Six Months, $27,244 for the 2005 Second Quarter and
$12,484 for the 2005 First Six Months. Accumulated other comprehensive loss of $3,968 at January 1, 2006 and $6,826 at July 3, 2005 is included in stockholders equity and consists of the foreign currency translation adjustment and
minimum pension liability.



|NOTE 6. | INVENTORIES, NET
|------- | ----------------



Inventories, net consisted of:



|                               |  |                |       |             |   |       
|------------------------------ |  | -------------- | ----- | ----------- | - | ------
|                               |  | January 1,2006 |       | July 3,2005
|Products, at FIFO (b):         |  |                |       |             |   |       
|Raw materials                  |  | $              |      |             | $ | 3,509 
|Work in process (a)            |  |                |      |             |   | 112   
|Finished goods and spare parts |  |                |      |             |   | 16,410
|Centers, at average cost:      |  |                |       |             |   |       
|Merchandise and spare parts    |  |                | 5,269 |             |   | 5,500 
|                               |  |                |       |             |   |       
|Total inventories              |  | $              | 5,269 |             | $ | 25,531
|                               |  |                |       |             |   |       



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



|(b) | See Footnote 1.
|--- | ---------------



|NOTE 7. | PROPERTY AND EQUIPMENT, NET
|------- | ---------------------------



Property and equipment, net, consisted of:



|                                  |  |                |         |   |             |   |         |  
|--------------------------------- |  | -------------- | ------- | - | ----------- | - | ------- | -
|                                  |  | January 1,2006 |         |   | July 3,2005 |  
|Land                              |  | $              | 26,293  |   |             | $ | 28,582  |  
|Buildings and improvements        |  |                | 109,437 |   |             |   | 111,493 |  
|Equipment, furniture and fixtures |  |                | 149,049 |   |             |   | 155,934 |  
|Other                             |  |                | 16,836  |   |             |   | 7,825   |  
|                                  |  |                |         |   |             |   |         |  
|                                  |  |                | 301,615 |   |             |   | 303,834 |  
|Less accumulated depreciation     |  |                | (65,950 | ) |             |   | (55,308 | )
|                                  |  |                |         |   |             |   |         |  
|Property and equipment, net       |  | $              | 235,665 |   |             | $ | 248,526 |  
|                                  |  |                |         |   |             |   |         |  



Depreciation expense
related to property and equipment was $9,697 in the 2006 First Quarter, $19,889 in the 2006 First Six Months, $10,370 in the 2005 Second Quarter and $21,385 in the 2005 First Six Months.



|NOTE 8. | SUPPLEMENTAL CASH FLOW INFORMATION
|------- | ----------------------------------



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



|                                 |  |                      |       |                      |   |       
|-------------------------------- |  | -------------------- | ----- | -------------------- | - | ------
|                                 |  | 2006 FirstSix Months |       | 2005 FirstSix Months
|Cash paid during the period for: |  |                      |       |                      |   |       
|Interest                         |  | $                    | 8,762 |                      | $ | 11,182
|Income taxes                     |  |                      | 2,724 |                      |   | 1,956 
|                                 |  |                      |       |                      |   |       



The assets and
liabilities of Products contributed to the Joint Venture included total current assets of $55,200, total property and equipment, net of $22,035, total other assets of $3,128, and total liabilities of $40,651.



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



As discussed in Note 1, we completed the Merger on February 27, 2004 and substantially all of the debt Worldwide had in place prior to the Merger was
paid in full and replaced by the long term indebtness described below.



Long-Term Debt Summary



Our long-term debt
consisted of:



|                                      |  |                |         |   |             |   |         |  
|------------------------------------- |  | -------------- | ------- | - | ----------- | - | ------- | -
|                                      |  | January 1,2006 |         |   | July 3,2005 |  
|Term Loan                             |  | $              | 78,010  |   |             | $ | 78,564  |  
|Revolver                              |  |                |        |   |             |   |        |  
|Subordinated Notes, 10%, due 2010     |  |                | 123,910 |   |             |   | 123,910 |  
|Old Subordinated Notes, 13%, due 2008 |  |                | 5       |   |             |   | 5       |  
|Mortgage note and capitalized leases  |  |                | 2,224   |   |             |   | 2,365   |  
|                                      |  |                |         |   |             |   |         |  
|Total debt                            |  |                | 204,149 |   |             |   | 204,844 |  
|Current maturities                    |  |                | (1,037  | ) |             |   | (1,073  | )
|                                      |  |                |         |   |             |   |         |  
|Total long-term debt                  |  | $              | 203,112 |   |             | $ | 203,771 |  
|                                      |  |                |         |   |             |   |         |  



Credit Agreements



In September 2004, we entered into a First Amendment to Credit Agreement
(First Amendment). The First 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 First Amendment also permits us to redeem, purchase, prepay, retire, defease or otherwise acquire our Subordinated Notes for cash
consideration that does not exceed 80% of net cash proceeds from those sales of assets or stock of certain of our foreign subsidiaries within a specified period of time. During fiscal year 2005, we repurchased and cancelled $26,100 million of our
Subordinated Notes.



At the end of the 2006 First Six Months,
we owed $78,010 in term loans (the Term Loan) in conjunction with the Credit Agreement which also has an aggregate revolving loan commitment of $40,000 (the Revolver). In June 2005, we entered into a Second Amendment to
Credit Agreement (Second Amendment). The Second Amendment, among other things, provided us with the ability to add a synthetic letter of credit facility that will allow the issuance of up to an additional $20,000 of letters of credit,
and amended certain definitions and covenants to permit the formation of the Joint Venture. It also amended certain of the existing financial covenants, added a minimum liquidity test with respect to certain capital expenditures and a net senior
leverage ratio test and amended certain definitions relating to the requirements to make mandatory excess cash flow prepayments to, among other things, exclude certain adjustments and expenses resulting from certain corporate transactions. The
Second Amendment accounted for the loss of cash flow as a result of the divestiture of certain international center operations.



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No borrowings were outstanding under the Revolver as of the end of the 2006 First Six Months and
outstanding standby letters of credit issued under the Revolver totaled $17,326, leaving $22,674 available for additional borrowings or letters of credit. Our aggregate letter of credit obligations outstanding under the Credit Agreement may not
exceed $20,000. The principal amount of the Term Loan must be repaid on a quarterly basis in the amounts and at the times specified in the Credit Agreement, with a final principal payment of $75,231 due on August 27, 2009. Current scheduled
quarterly principal payments are $199 and are due on the 30th day of the last month of the calendar quarter. Repayment also is required in amounts specified in the Credit Agreement for certain events including certain asset sale proceeds and equity
and debt offering proceeds. The Credit Agreement requires the frequency of interest payments to be not less than quarterly and an annual mandatory prepayment of the Term Loan based on a percentage of free cash flow, ranging from 25-75%, as specified
in the Credit Agreement. Since the transactions to form the Joint Venture have been completed, AMF Products is no longer a guarantor of our obligations under our Credit Agreement and our Subordinated Notes and liens against assets of AMF Products
that secured its guarantee have been released. The obligations under the Credit Agreement are secured by substantially all of our U.S. assets and a 65% pledge of the capital stock of one of our first tier foreign subsidiaries. Certain of our U.S.
subsidiaries have guaranteed, or are directly obligated on, the Credit Agreement. The Credit Agreement contains certain events of default including cross default provisions.



Subordinated Notes



As of February 27, 2004, in conjunction with the Merger, we issued the $150,000 Subordinated Notes (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), 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 our parent or the repurchase or redemption of shares of Worldwide or any parent of Worldwide of up to 35% of the Net Cash Proceeds (as defined in the
Indenture) from the sale of International Operations (as defined in the Indenture). During fiscal year 2005, we repurchased and cancelled $26,100 of Subordinated Notes.



Dividends



Under our Credit Agreement and Indenture, subject to certain restrictions and conditions, we may distribute up to 35% of the Net Cash Proceeds (as defined
in the Indenture and the Credit Agreement) from the sale of certain International Operations (as defined in the Indenture and the Credit Agreement). The payment of a dividend or distribution is prohibited if the announcement or paying of the
dividend or distribution results in a change in outlook or downgrading of the Subordinated Notes by Moodys or Standard & Poors. As a condition to paying a dividend or distribution, the Indenture also requires us to first make an
offer to purchase to the holders of our Subordinated Notes with an aggregated principal amount equal to 35% of such net cash proceeds at a price equal to 102% of the aggregate principal amount being purchased.



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



Liabilities subject to resolution remaining from our 2002 Chapter 11 proceeding were $123 and $143 at January 1, 2006 and July 3, 2005,
respectively. 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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|NOTE 11. | COMMITMENTS AND CONTINGENCIES
|-------- | -----------------------------



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:



|                                    |  |                    |       |   |                    |   |                      |  |                      |       |  |   |      
|----------------------------------- |  | ------------------ | ----- | - | ------------------ | - | -------------------- |  | -------------------- | ----- |  | - | -----
|                                    |  | 2006 SecondQuarter |       |   | 2005 SecondQuarter |   | 2006 FirstSix Months |  | 2005 FirstSix Months
|U.S. Centers  Asset Sales          |  |                    |       |   |                    |   |                      |  |                      |       |  |   |      
|Proceeds                            |  | $                  | 889   |   |                    | $ | 3                    |  | $                    | 1,817 |  | $ | 1,548
|Gain (loss), net                    |  |                    | (59   | ) |                    |   | 3                    |  |                      | 295   |  |   | 502  
|International Centers  Asset Sales |  |                    |       |   |                    |   |                      |  |                      |       |  |   |      
|Proceeds                            |  |                    | 1,998 |   |                    |   |                     |  |                      | 1,998 |  |   |     
|Gain (loss), net                    |  |                    | 171   |   |                    |   |                     |  |                      | 171   |  |   |     



Centers net losses
from asset sales are included in bowling center operating expenses on the Condensed Consolidated Statements of Operations.



On December 4, 2005, we sold our billiards division for gross cash proceeds of approximately $4,500 subject to certain post-closing adjustments.
Billiards manufactured and sold billiard tables and accessories. The results of operations for the billiards division have been reported as discontinued operations for all periods presented.



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 July 2005, the Western Australian Commissioner of State Revenue, (the Commission) assessed Worldwide approximately $314 for stamp taxes
relating to the Merger. The assessment claims that the Merger was a purchase of a land-rich company, which Western Australian law generally provides is a company whose real estate constitutes greater than 60% of a defined set of assets. We paid the
assessment under protest and filed an objection. The objection is being reviewed by the Commission. If the assessment is not reversed, management will consider an appeal of the assessment. The Australian state of South Australia has informed us that
its land-rich law is applicable to the Merger. At its request, we have filed under protest the required form upon which an assessment would be based. An assessment, if issued, could be up to $250, excluding penalties and interest. We anticipate that
such an assessment is highly likely and have recorded the corresponding liability. The Australian state of New South Wales also made inquiries about the applicability of their land-rich laws but has not made assessments.



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|NOTE 12. | BUSINESS SEGMENTS
|-------- | -----------------



FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about
operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers. Beginning October 8, 2005, the Company
has two business segments: Centers (the operation of bowling centers) and Holdings (the manufacture and sale of bowling and related products through our investment in the Joint Venture). In prior periods, the Company reported Products as a segment.
All segment information for prior periods have not been recast to conform to the new segment structure. Information concerning these operations from continuing operations is presented below:



|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|------------- |  | --------------------------------- | ----- | ----------------- | - | ---- | --------------------- |  | - | ----------- | - | --------------------------- | - | ----- | ------------------- | - | ---- | - |  | - | ---- | -
|              |  | 2006 Second Quarter               |      
|(In millions) |  | Revenue fromunaffiliatedcustomers |       | Intersegmentsales |   |      | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                 | 116.7 |                   | $ |     |                       |  | $ | 10.9        |   |                             | $ | 257.4 |                     | $ | 9.3  |   |  | $ | 12.6 |  
|International |  |                                   | 4.6   |                   |   |     |                       |  |   | 1.0         |   |                             |   | 13.2  |                     |   | 0.2  |   |  |   | 0.3  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                   | 121.3 |                   |   |     |                       |  |   | 11.9        |   |                             |   | 270.6 |                     |   | 9.5  |   |  |   | 12.9 |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products      |  |                                   | 5.0   |                   |   | 0.4  |                       |  |   | 0.4         |   |                             |   |      |                     |   | 0.3  |   |  |   | 0.1  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Holdings      |  |                                   | 0.7   |                   |   |     |                       |  |   | 0.3         |   |                             |   | 59.5  |                     |   |     |   |  |   | (0.2 | )
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                   |      |                   |   |     |                       |  |   | (2.7        | ) |                             |   | 15.9  |                     |   | 0.3  |   |  |   | 0.2  |  
|Eliminations  |  |                                   |      |                   |   | (0.4 | )                     |  |   | 0.2         |   |                             |   | 5.5   |                     |   | (0.3 | ) |  |   | (0.1 | )
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                 | 127.0 |                   | $ |     |                       |  | $ | 10.1        |   |                             | $ | 351.5 |                     | $ | 9.8  |   |  | $ | 12.9 |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|              | 
|              |  | 2005 Second Quarter               |      
|(In millions) |  | Revenue fromunaffiliatedcustomers |       | Intersegmentsales |   |      | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                 | 112.5 |                   | $ |     |                       |  | $ | 13.0        |   |                             | $ | 252.1 |                     | $ | 8.1  |   |  | $ | 8.5  |  
|International |  |                                   | 4.7   |                   |   |     |                       |  |   | (0.5        | ) |                             |   | 67.7  |                     |   | 0.3  |   |  |   | 0.2  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                   | 117.2 |                   |   |     |                       |  |   | 12.5        |   |                             |   | 319.8 |                     |   | 8.4  |   |  |   | 8.7  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products:     |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  |                                   | 11.3  |                   |   | 5.3  |                       |  |   | 0.7         |   |                             |   | 78.2  |                     |   | 1.6  |   |  |   | 0.7  |  
|International |  |                                   | 16.9  |                   |   | 1.1  |                       |  |   |            |   |                             |   | 27.1  |                     |   | 0.1  |   |  |   | 0.1  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                   | 28.2  |                   |   | 6.4  |                       |  |   | 0.7         |   |                             |   | 105.3 |                     |   | 1.7  |   |  |   | 0.8  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                   |      |                   |   |     |                       |  |   | (10.0       | ) |                             |   | 32.2  |                     |   | 0.5  |   |  |   | 0.4  |  
|Eliminations  |  |                                   |      |                   |   | (6.4 | )                     |  |   |            |   |                             |   | 7.5   |                     |   | (0.1 | ) |  |   |     |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                 | 145.4 |                   | $ |     |                       |  | $ | 3.2         |   |                             | $ | 464.8 |                     | $ | 10.5 |   |  | $ | 9.9  |  
|              |  |                                   |       |                   |   |      |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  



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##### Table of Contents

|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|------------- |  | --------------------------------- | ----- | ----------------- | - | ----- | --------------------- |  | - | ----------- | - | --------------------------- | - | ----- | ------------------- | - | ---- | - |  | - | ---- | -
|              |  | 2006 First Six Months             |      
|(In millions) |  | Revenue fromunaffiliatedcustomers |       | Intersegmentsales |   |       | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                 | 207.7 |                   | $ |      |                       |  | $ | 1.0         |   |                             | $ | 257.4 |                     | $ | 17.7 |   |  | $ | 29.7 |  
|International |  |                                   | 9.3   |                   |   |      |                       |  |   | 1.5         |   |                             |   | 13.2  |                     |   | 0.4  |   |  |   | 0.4  |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                   | 217.0 |                   |   |      |                       |  |   | 2.5         |   |                             |   | 270.6 |                     |   | 18.1 |   |  |   | 30.1 |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products      |  |                                   | 32.1  |                   |   | 7.7   |                       |  |   | (1.7        | ) |                             |   |      |                     |   | 1.6  |   |  |   | 1.1  |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Holdings      |  |                                   | 0.7   |                   |   |      |                       |  |   | 0.1         |   |                             |   | 59.5  |                     |   |     |   |  |   |     |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                   |      |                   |   |      |                       |  |   | (6.3        | ) |                             |   | 15.9  |                     |   | 0.7  |   |  |   |     |  
|Eliminations  |  |                                   |      |                   |   | (7.7  | )                     |  |   | (0.3        | ) |                             |   | 5.5   |                     |   | (0.3 | ) |  |   | (0.6 | )
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                 | 249.8 |                   | $ |      |                       |  | $ | (5.7        | ) |                             | $ | 351.5 |                     | $ | 20.1 |   |  | $ | 30.6 |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|              | 
|              |  | 2005 Six Months                   |      
|(In millions) |  | Revenue fromunaffiliatedcustomers |       | Intersegmentsales |   |       | Operatingincome(loss) |  |   | Totalassets |   | Depreciationandamortization |   |       | Capitalexpenditures |  
|Centers:      |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  | $                                 | 198.0 |                   | $ |      |                       |  | $ | 2.5         |   |                             | $ | 252.1 |                     | $ | 16.9 |   |  | $ | 18.6 |  
|International |  |                                   | 9.6   |                   |   |      |                       |  |   | (1.8        | ) |                             |   | 67.7  |                     |   | 0.6  |   |  |   | 0.2  |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                   | 207.6 |                   |   |      |                       |  |   | 0.7         |   |                             |   | 319.8 |                     |   | 17.5 |   |  |   | 18.8 |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Products:     |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|U.S.          |  |                                   | 26.1  |                   |   | 12.2  |                       |  |   | (1.4        | ) |                             |   | 78.2  |                     |   | 3.2  |   |  |   | 1.3  |  
|International |  |                                   | 26.8  |                   |   | 2.1   |                       |  |   | 2.1         |   |                             |   | 27.1  |                     |   | 0.2  |   |  |   | 0.1  |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Subtotal      |  |                                   | 52.9  |                   |   | 14.3  |                       |  |   | 0.7         |   |                             |   | 105.3 |                     |   | 3.4  |   |  |   | 1.4  |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Corporate     |  |                                   |      |                   |   |      |                       |  |   | (15.7       | ) |                             |   | 32.2  |                     |   | 0.9  |   |  |   | 1.2  |  
|Eliminations  |  |                                   |      |                   |   | (14.3 | )                     |  |   |            |   |                             |   | 7.5   |                     |   | (0.1 | ) |  |   |     |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  
|Total         |  | $                                 | 260.5 |                   | $ |      |                       |  | $ | (14.3       | ) |                             | $ | 464.8 |                     | $ | 21.7 |   |  | $ | 21.4 |  
|              |  |                                   |       |                   |   |       |                       |  |   |             |   |                             |   |       |                     |   |      |   |  |   |      |  



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##### Table of Contents

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 January 1, 2005 and
July 3, 2005, condensed consolidating statements of operations for the 2006 Second Quarter, 2005 Second Quarter, 2006 First Six Months and 2005 First Six Months and the condensed consolidating statements of cash flows for the 2006 First Six
Months and 2005 First Six Months. The elimination entries presented are necessary to combine the entities. Information presented below for periods in which Products was included as a Guarantor Subsidiary has been recast to present Products as a
Non-Guarantor Subsidiary.



16



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##### Table of Contents

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet



|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|--------------------------------------------- |  | --------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | ------- | -
|                                              |  | January 1, 2006 |        
|                                              |  | Worldwide       |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |         
|Assets                                        |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current assets:                               |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Cash and cash equivalents                     |  | $               | 28,641  |   |                       | $ | 4,658   |                           |  | $ | 1,023        |   |  | $     |         |   |  | $ | 34,322  |  
|Accounts and notes receivable, net            |  |                 | 8       |   |                       |   | 2,256   |                           |  |   | 153          |   |  |       |         |   |  |   | 2,417   |  
|Accounts and notes receivable - intercompany  |  |                 | 14,711  |   |                       |   | 105,569 |                           |  |   | 1,816        |   |  |       | (122,096 | ) |  |   |        |  
|Inventories, net                              |  |                 |        |   |                       |   | 4,922   |                           |  |   | 347          |   |  |       |         |   |  |   | 5,269   |  
|Prepaid expenses and other current assets     |  |                 | (7,939  | ) |                       |   | 17,218  |                           |  |   | 691          |   |  |       | 82       |   |  |   | 10,052  |  
|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current assets                          |  |                 | 35,421  |   |                       |   | 134,623 |                           |  |   | 4,030        |   |  |       | (122,014 | ) |  |   | 52,060  |  
|Property and equipment, net                   |  |                 | 9,665   |   |                       |   | 221,995 |                           |  |   | 4,324        |   |  |       | (319     | ) |  |   | 235,665 |  
|Investment in subsidiaries                    |  |                 | 383,212 |   |                       |   |        |                           |  |   |             |   |  |       | (383,212 | ) |  |   |        |  
|Investment in equity affiliate                |  |                 |        |   |                       |   | 40,257  |                           |  |   |             |   |  |       |         |   |  |   | 40,257  |  
|Other assets                                  |  |                 | 13,027  |   |                       |   | 88,186  |                           |  |   | (1,272       | ) |  |       | (76,392  | ) |  |   | 23,549  |  
|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total assets                                  |  | $               | 441,325 |   |                       | $ | 485,061 |                           |  | $ | 7,082        |   |  | $     | (581,937 | ) |  | $ | 351,531 |  
|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Liabilities and Stockholders Equity          |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current liabilities:                          |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Accounts payable                              |  | $               | 25      |   |                       | $ | 7,934   |                           |  | $ | 603          |   |  | $     |         |   |  | $ | 8,562   |  
|Accrued expenses and other liabilities        |  |                 | 8,351   |   |                       |   | 40,473  |                           |  |   | 1,046        |   |  |       | 24       |   |  |   | 49,894  |  
|Current portion of long-term debt             |  |                 | 796     |   |                       |   | 241     |                           |  |   |             |   |  |       |         |   |  |   | 1,037   |  
|Accounts and notes payable - intercompany     |  |                 | 125,069 |   |                       |   | (8,958  | )                         |  |   | 6,004        |   |  |       | (122,115 | ) |  |   |        |  
|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current liabilities                     |  |                 | 134,241 |   |                       |   | 39,690  |                           |  |   | 7,653        |   |  |       | (122,091 | ) |  |   | 59,493  |  
|Long-term debt, less current portion          |  |                 | 201,129 |   |                       |   | 1,983   |                           |  |   |             |   |  |       |         |   |  |   | 203,112 |  
|Liabilities, subject to resolution            |  |                 |        |   |                       |   | 123     |                           |  |   |             |   |  |       |         |   |  |   | 123     |  
|Other long-term liabilities                   |  |                 | 21,571  |   |                       |   | 54,572  |                           |  |   | 4,909        |   |  |       | (76,310  | ) |  |   | 4,742   |  
|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities                             |  |                 | 356,941 |   |                       |   | 96,368  |                           |  |   | 12,562       |   |  |       | (198,401 | ) |  |   | 267,470 |  
|Stockholders equity:                         |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Common stock                                  |  |                 |        |   |                       |   |        |                           |  |   |             |   |  |       |         |   |  |   |        |  
|Paid-in capital                               |  |                 | 133,716 |   |                       |   | 403,308 |                           |  |   | 10,003       |   |  |       | (413,311 | ) |  |   | 133,716 |  
|Accumulated deficit                           |  |                 | (45,364 | ) |                       |   | (23,870 | )                         |  |   | (2,294       | ) |  |       | 25,841   |   |  |   | (45,687 | )
|Accumulated other comprehensive income (loss) |  |                 | (3,968  | ) |                       |   | 9,255   |                           |  |   | (13,189      | ) |  |       | 3,934    |   |  |   | (3,968  | )
|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total stockholders equity                    |  |                 | 84,384  |   |                       |   | 388,693 |                           |  |   | (5,480       | ) |  |       | (383,536 | ) |  |   | 84,061  |  
|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities and stockholders equity    |  | $               | 441,325 |   |                       | $ | 485,061 |                           |  | $ | 7,082        |   |  | $     | (581,937 | ) |  | $ | 351,531 |  
|                                              |  |                 |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  



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##### Table of Contents

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet



|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|--------------------------------------------- |  | ------------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | ------- | -
|                                              |  | July 3, 2005 |        
|                                              |  | Worldwide    |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |         
|Assets                                        |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current assets:                               |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Cash and cash equivalents                     |  | $            | 39,537  |   |                       | $ | 2,868   |                           |  | $ | 2,849        |   |  | $     |         |   |  | $ | 45,254  |  
|Accounts and notes receivable, net            |  |              |        |   |                       |   | (615    | )                         |  |   | 24,112       |   |  |       |         |   |  |   | 23,497  |  
|Accounts and notes receivable - intercompany  |  |              | 21,901  |   |                       |   | 119,720 |                           |  |   | 22,801       |   |  |       | (164,422 | ) |  |   |        |  
|Inventories, net                              |  |              |        |   |                       |   | 1,325   |                           |  |   | 27,137       |   |  |       | (2,931   | ) |  |   | 25,531  |  
|Prepaid expenses and other current assets     |  |              | (7,452  | ) |                       |   | 13,296  |                           |  |   | 8,449        |   |  |       |         |   |  |   | 14,293  |  
|Assets held for sale                          |  |              |        |   |                       |   | 5,294   |                           |  |   |             |   |  |       |         |   |  |   | 5,294   |  
|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current assets                          |  |              | 53,986  |   |                       |   | 141,888 |                           |  |   | 85,348       |   |  |       | (167,353 | ) |  |   | 113,869 |  
|Property and equipment, net                   |  |              | 7,748   |   |                       |   | 207,463 |                           |  |   | 30,943       |   |  |       | 2,372    |   |  |   | 248,526 |  
|Investment in subsidiaries                    |  |              | 396,724 |   |                       |   |        |                           |  |   |             |   |  |       | (396,724 | ) |  |   |        |  
|Other assets                                  |  |              | 15,092  |   |                       |   | 56,812  |                           |  |   | 33,625       |   |  |       | (76,299  | ) |  |   | 29,230  |  
|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total assets                                  |  | $            | 473,550 |   |                       | $ | 406,163 |                           |  | $ | 149,916      |   |  | $     | (638,004 | ) |  | $ | 391,625 |  
|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Liabilities and Stockholders Equity          |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current liabilities:                          |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Accounts payable                              |  | $            | 46      |   |                       | $ | 5,650   |                           |  | $ | 6,810        |   |  | $     |         |   |  | $ | 12,506  |  
|Accrued expenses and other liabilities        |  |              | 12,468  |   |                       |   | 41,810  |                           |  |   | 16,843       |   |  |       |         |   |  |   | 71,121  |  
|Current portion of long-term debt             |  |              | 796     |   |                       |   | 277     |                           |  |   |             |   |  |       |         |   |  |   | 1,073   |  
|Accounts and notes payable - intercompany     |  |              | 139,229 |   |                       |   | 1,498   |                           |  |   | 23,695       |   |  |       | (164,422 | ) |  |   |        |  
|Liabilities held for sale                     |  |              |        |   |                       |   | 1,069   |                           |  |   |             |   |  |       |         |   |  |   | 1,069   |  
|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current liabilities                     |  |              | 152,539 |   |                       |   | 50,304  |                           |  |   | 47,348       |   |  |       | (164,422 | ) |  |   | 85,769  |  
|Long-term debt, less current portion          |  |              | 201,683 |   |                       |   | 2,088   |                           |  |   |             |   |  |       |         |   |  |   | 203,771 |  
|Liabilities, subject to resolution            |  |              |        |   |                       |   | 143     |                           |  |   |             |   |  |       |         |   |  |   | 143     |  
|Other long-term liabilities                   |  |              | 21,569  |   |                       |   | 35,378  |                           |  |   | 24,094       |   |  |       | (76,299  | ) |  |   | 4,742   |  
|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities                             |  |              | 375,791 |   |                       |   | 87,913  |                           |  |   | 71,442       |   |  |       | (240,721 | ) |  |   | 294,425 |  
|Stockholders equity:                         |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Common stock                                  |  |              |        |   |                       |   |        |                           |  |   |             |   |  |       |         |   |  |   |        |  
|Paid-in capital                               |  |              | 133,716 |   |                       |   | 318,173 |                           |  |   | 305,688      |   |  |       | (623,861 | ) |  |   | 133,716 |  
|Accumulated (deficit) earnings                |  |              | (29,131 | ) |                       |   | (8,165  | )                         |  |   | (210,559     | ) |  |       | 218,165  |   |  |   | (29,690 | )
|Accumulated other comprehensive income (loss) |  |              | (6,826  | ) |                       |   | 8,242   |                           |  |   | (16,655      | ) |  |       | 8,413    |   |  |   | (6,826  | )
|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total stockholders equity                    |  |              | 97,759  |   |                       |   | 318,250 |                           |  |   | 78,474       |   |  |       | (397,283 | ) |  |   | 97,200  |  
|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total liabilities and stockholders equity    |  | $            | 473,550 |   |                       | $ | 406,163 |                           |  | $ | 149,916      |   |  | $     | (638,004 | ) |  | $ | 391,625 |  
|                                              |  |              |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  



18



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##### Table of Contents

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ------------------- | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                                                         |  | 2006 Second Quarter |       
|                                                                                                         |  | Worldwide           |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Operating revenue                                                                                        |  | $                   |       |   |                       | $ | 118,746 |                           |  | $ | 13,112       |   |  | $     | (4,840 | ) |  | $ | 127,018 |  
|Operating expenses:                                                                                      |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cost of goods sold                                                                                       |  |                     |       |   |                       |   | 11,273  |                           |  |   | 7,667        |   |  |       | (3,130 | ) |  |   | 15,810  |  
|Bowling center operating expenses                                                                        |  |                     |       |   |                       |   | 86,500  |                           |  |   | 2,901        |   |  |       | (1,455 | ) |  |   | 87,946  |  
|Selling, general and administrative expenses                                                             |  |                     | 2,010  |   |                       |   | (468    | )                         |  |   | 1,657        |   |  |       |       |   |  |   | 3,199   |  
|Asset Impairment                                                                                         |  |                     |       |   |                       |   | 163     |                           |  |   |             |   |  |       |       |   |  |   | 163     |  
|Depreciation and amortization                                                                            |  |                     | 271    |   |                       |   | 9,351   |                           |  |   | 441          |   |  |       | (275   | ) |  |   | 9,788   |  
|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total operating expenses                                                                                 |  |                     | 2,281  |   |                       |   | 106,819 |                           |  |   | 12,666       |   |  |       | (4,860 | ) |  |   | 116,906 |  
|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                     | (2,281 | ) |                       |   | 11,927  |                           |  |   | 446          |   |  |       | 20     |   |  |   | 10,112  |  
|Non-operating (income) expenses:                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Interest expense                                                                                         |  |                     | 5,509  |   |                       |   | 48      |                           |  |   | 6            |   |  |       | (6     | ) |  |   | 5,557   |  
|Interest income                                                                                          |  |                     | (190   | ) |                       |   | (56     | )                         |  |   | (21          | ) |  |       | 6      |   |  |   | (261    | )
|Other (income) expense                                                                                   |  |                     | (6,082 | ) |                       |   | 5,890   |                           |  |   | (678         | ) |  |       |       |   |  |   | (870    | )
|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total non-operating (income) expenses                                                                    |  |                     | (763   | ) |                       |   | 5,882   |                           |  |   | (693         | ) |  |       |       |   |  |   | 4,426   |  
|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                     | (1,518 | ) |                       |   | 6,045   |                           |  |   | 1,139        |   |  |       | 20     |   |  |   | 5,686   |  
|Provision (benefit) for income taxes                                                                     |  |                     | 58     |   |                       |   | (48     | )                         |  |   | (84          | ) |  |       |       |   |  |   | (74     | )
|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations                                                                 |  |                     | (1,576 | ) |                       |   | 6,093   |                           |  |   | 1,223        |   |  |       | 20     |   |  |   | 5,760   |  
|Discontinued operations:                                                                                 |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from discontinued operations, net of tax                                                   |  |                     |       |   |                       |   | 81      |                           |  |   |             |   |  |       |       |   |  |   | 81      |  
|Gain (loss) on disposal, net of tax                                                                      |  |                     |        |   |                       |   | (1,319  | )                         |  |   |             |   |  |       |       |   |  |   | (1,319  | )
|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from discontinued operations                                                               |  |                     |       |   |                       |   | (1,238  | )                         |  |   |             |   |  |       |       |   |  |   | (1,238  | )
|Equity in income (loss) of subsidiaries                                                                  |  |                     | 6,098  |   |                       |   |        |                           |  |   |             |   |  |       | (6,098 | ) |  |   |        |  
|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                   | 4,522  |   |                       | $ | 4,855   |                           |  | $ | 1,223        |   |  | $     | (6,078 | ) |  | $ | 4,522   |  
|                                                                                                         |  |                     |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  



19



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##### Table of Contents

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                                                         |  | 2005 Second Quarter |        
|                                                                                                         |  | Worldwide           |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Operating revenue                                                                                        |  | $                   |        |   |                       | $ | 114,668 |                           |  | $ | 33,908       |   |  | $     | (3,218 | ) |  | $ | 145,358 |  
|Operating expenses:                                                                                      |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cost of goods sold                                                                                       |  |                     |        |   |                       |   | 12,318  |                           |  |   | 27,587       |   |  |       | (3,467 | ) |  |   | 36,438  |  
|Bowling center operating expenses                                                                        |  |                     |        |   |                       |   | 77,146  |                           |  |   | 2,791        |   |  |       | (80    | ) |  |   | 79,857  |  
|Selling, general and administrative expenses                                                             |  |                     | 9,532   |   |                       |   | 3,834   |                           |  |   | 1,986        |   |  |       |       |   |  |   | 15,352  |  
|Depreciation and amortization                                                                            |  |                     | 499     |   |                       |   | 8,309   |                           |  |   | 1,735        |   |  |       | (5     | ) |  |   | 10,538  |  
|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total operating expenses                                                                                 |  |                     | 10,031  |   |                       |   | 101,607 |                           |  |   | 34,099       |   |  |       | (3,552 | ) |  |   | 142,185 |  
|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                     | (10,031 | ) |                       |   | 13,061  |                           |  |   | (191         | ) |  |       | 334    |   |  |   | 3,173   |  
|Non-operating (income) expenses:                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Interest expense                                                                                         |  |                     | 6,641   |   |                       |   | 39      |                           |  |   | (1           | ) |  |       |       |   |  |   | 6,679   |  
|Interest income                                                                                          |  |                     | (265    | ) |                       |   | (14     | )                         |  |   | (27          | ) |  |       |       |   |  |   | (306    | )
|Other (income) expense                                                                                   |  |                     | (6,241  | ) |                       |   | 6,894   |                           |  |   | (740         | ) |  |       |       |   |  |   | (87     | )
|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total non-operating (income) expenses                                                                    |  |                     | 135     |   |                       |   | 6,919   |                           |  |   | (768         | ) |  |       |       |   |  |   | 6,286   |  
|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                     | (10,166 | ) |                       |   | 6,142   |                           |  |   | 577          |   |  |       | 334    |   |  |   | (3,113  | )
|Provision (benefit) for income taxes                                                                     |  |                     | 219     |   |                       |   | 611     |                           |  |   | 446          |   |  |       |       |   |  |   | 1,276   |  
|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations                                                                 |  |                     | (10,385 | ) |                       |   | 5,531   |                           |  |   | 131          |   |  |       | 334    |   |  |   | (4,389  | )
|Discontinued operations:                                                                                 |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from discontinued operations, net of tax                                                   |  |                     |        |   |                       |   | 370     |                           |  |   | (241         | ) |  |       |       |   |  |   | 129     |  
|Gain on disposal, net of tax                                                                             |  |                     | 30,247  |   |                       |   |        |                           |  |   |             |   |  |       |       |   |  |   | 30,247  |  
|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from discontinued operations                                                               |  |                     | 30,247  |   |                       |   | 370     |                           |  |   | (241         | ) |  |       |       |   |  |   | 30,376  |  
|Equity in income (loss) of subsidiaries                                                                  |  |                     | 6,125   |   |                       |   |        |                           |  |   |             |   |  |       | (6,125 | ) |  |   |        |  
|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                   | 25,987  |   |                       | $ | 5,901   |                           |  | $ | (110         | ) |  | $     | (5,791 | ) |  | $ | 25,987  |  
|                                                                                                         |  |                     |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  



20



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##### Table of Contents

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | --------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                                                         |  | 2006 First Six Months |        
|                                                                                                         |  | Worldwide             |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Operating revenue                                                                                        |  | $                     |        |   |                       | $ | 209,625 |                           |  | $ | 47,858       |   |  | $     | (7,722 | ) |  | $ | 249,761 |  
|Operating expenses:                                                                                      |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cost of goods sold                                                                                       |  |                       |        |   |                       |   | 19,883  |                           |  |   | 32,927       |   |  |       | (5,591 | ) |  |   | 47,219  |  
|Bowling center operating expenses                                                                        |  |                       |        |   |                       |   | 169,888 |                           |  |   | 5,532        |   |  |       | (1,531 | ) |  |   | 173,889 |  
|Selling, general and administrative expenses                                                             |  |                       | 5,218   |   |                       |   | 2       |                           |  |   | 8,386        |   |  |       |       |   |  |   | 13,606  |  
|Asset impairment                                                                                         |  |                       |        |   |                       |   | 259     |                           |  |   | 347          |   |  |       |       |   |  |   | 606     |  
|Depreciation and amortization                                                                            |  |                       | 692     |   |                       |   | 17,797  |                           |  |   | 1,935        |   |  |       | (284   | ) |  |   | 20,140  |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total operating expenses                                                                                 |  |                       | 5,910   |   |                       |   | 207,829 |                           |  |   | 49,127       |   |  |       | (7,406 | ) |  |   | 255,460 |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                       | (5,910  | ) |                       |   | 1,796   |                           |  |   | (1,269       | ) |  |       | (316   | ) |  |   | (5,699  | )
|Non-operating (income) expenses:                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Interest expense                                                                                         |  |                       | 10,960  |   |                       |   | 98      |                           |  |   | 238          |   |  |       | (238   | ) |  |   | 11,058  |  
|Interest income                                                                                          |  |                       | (644    | ) |                       |   | (148    | )                         |  |   | (33          | ) |  |       | 238    |   |  |   | (587    | )
|Other (income) expense                                                                                   |  |                       | (10,902 | ) |                       |   | 10,503  |                           |  |   | (275         | ) |  |       |       |   |  |   | (674    | )
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total non-operating (income) expenses                                                                    |  |                       | (586    | ) |                       |   | 10,453  |                           |  |   | (70          | ) |  |       |       |   |  |   | 9,797   |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                       | (5,324  | ) |                       |   | (8,657  | )                         |  |   | (1,199       | ) |  |       | (316   | ) |  |   | (15,496 | )
|Provision (benefit) for income taxes                                                                     |  |                       | 71      |   |                       |   | (875    | )                         |  |   | 140          |   |  |       |       |   |  |   | (664    | )
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations                                                                 |  |                       | (5,395  | ) |                       |   | (7,782  | )                         |  |   | (1,339       | ) |  |       | (316   | ) |  |   | (14,832 | )
|Discontinued operations:                                                                                 |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from discontinued operations, net of tax                                                   |  |                       |        |   |                       |   | 144     |                           |  |   |             |   |  |       |       |   |  |   | 144     |  
|Gain (loss) on disposal, net of tax                                                                      |  |                       |        |   |                       |   | (1,319  | )                         |  |   |             |   |  |       |       |   |  |   | (1,319  | )
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from discontinued operations, Net of tax                                                   |  |                       |        |   |                       |   | (1,175  | )                         |  |   |             |   |  |       |       |   |  |   | (1,175  | )
|Equity in income (loss) of subsidiaries                                                                  |  |                       | (10,612 | ) |                       |   |        |                           |  |   |             |   |  |       | 10,612 |   |  |   |        |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                     | (16,007 | ) |                       | $ | (8,957  | )                         |  | $ | (1,339       | ) |  | $     | 10,296 |   |  | $ | (16,007 | )
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  



21



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##### Table of Contents

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations



|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | --------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                                                         |  | 2005 First Six Months |        
|                                                                                                         |  | Worldwide             |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Operating revenue                                                                                        |  | $                     |        |   |                       | $ | 197,797 |                           |  | $ | 69,637       |   |  | $     | (6,943 | ) |  | $ | 260,491 |  
|Operating expenses:                                                                                      |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cost of goods sold                                                                                       |  |                       |        |   |                       |   | 18,094  |                           |  |   | 51,236       |   |  |       | (6,982 | ) |  |   | 62,348  |  
|Bowling center operating expenses                                                                        |  |                       |        |   |                       |   | 156,808 |                           |  |   | 7,276        |   |  |       | (290   | ) |  |   | 163,794 |  
|Selling, general and administrative expenses                                                             |  |                       | 14,850  |   |                       |   | 2,824   |                           |  |   | 8,002        |   |  |       |       |   |  |   | 25,676  |  
|Asset impairment                                                                                         |  |                       |        |   |                       |   | 1,303   |                           |  |   |             |   |  |       |       |   |  |   | 1,303   |  
|Depreciation and amortization                                                                            |  |                       | 929     |   |                       |   | 17,238  |                           |  |   | 3,564        |   |  |       | (14    | ) |  |   | 21,717  |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total operating expenses                                                                                 |  |                       | 15,779  |   |                       |   | 196,267 |                           |  |   | 70,078       |   |  |       | (7,286 | ) |  |   | 274,838 |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Operating income (loss)                                                                                  |  |                       | (15,779 | ) |                       |   | 1,530   |                           |  |   | (441         | ) |  |       | 343    |   |  |   | (14,347 | )
|Non-operating (income) expenses:                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Interest expense                                                                                         |  |                       | 13,070  |   |                       |   | 111     |                           |  |   |             |   |  |       |       |   |  |   | 13,181  |  
|Interest income                                                                                          |  |                       | (265    | ) |                       |   | (18     | )                         |  |   | (49          | ) |  |       |       |   |  |   | (332    | )
|Other (income) expense                                                                                   |  |                       | (13,722 | ) |                       |   | 11,989  |                           |  |   | (3,006       | ) |  |       |       |   |  |   | (4,739  | )
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Total non-operating (income) expenses                                                                    |  |                       | (917    | ) |                       |   | 12,082  |                           |  |   | (3,055       | ) |  |       |       |   |  |   | 8,110   |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries |  |                       | (14,862 | ) |                       |   | (10,552 | )                         |  |   | 2,614        |   |  |       | 343    |   |  |   | (22,457 | )
|Provision (benefit) for income taxes                                                                     |  |                       | 341     |   |                       |   | (244    | )                         |  |   | 1,551        |   |  |       |       |   |  |   | 1,648   |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from continuing operations                                                                 |  |                       | (15,203 | ) |                       |   | (10,308 | )                         |  |   | 1,063        |   |  |       | 343    |   |  |   | (24,105 | )
|Discontinued operations:                                                                                 |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from discontinued operations, net of tax                                                   |  |                       |        |   |                       |   | 6,905   |                           |  |   |             |   |  |       |       |   |  |   | 6,905   |  
|Gain on disposal, net of tax                                                                             |  |                       | 30,247  |   |                       |   |        |                           |  |   |             |   |  |       |       |   |  |   | 30,247  |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from discontinued operations                                                               |  |                       | 30,247  |   |                       |   | 6,905   |                           |  |   |             |   |  |       |       |   |  |   | 37,152  |  
|Equity in income (loss) of subsidiaries                                                                  |  |                       | (1,997  | ) |                       |   |        |                           |  |   |             |   |  |       | 1,997  |   |  |   |        |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                                                                                        |  | $                     | 13,047  |   |                       | $ | (3,403  | )                         |  | $ | 1,063        |   |  | $     | 2,340  |   |  | $ | 13,047  |  
|                                                                                                         |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  



22



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##### Table of Contents

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows



|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|------------------------------------------------------------------------------ |  | --------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ---- | - |  | - | ------- | -
|                                                                               |  | 2006 First Six Months |        
|                                                                               |  | Worldwide             |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |     
|Net cash provided by (used in) operating activities from continuing operations |  | $                     | (27,881 | ) |                       | $ | 23,503  |                           |  | $ | 856          |   |  | $     | 4    |   |  | $ | (3,518  | )
|Cash flows from investing activities:                                          |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Capital expenditures                                                           |  |                       | 8       |   |                       |   | (29,697 | )                         |  |   | (1,526       | ) |  |       | 600  |   |  |   | (30,615 | )
|Return of cash from equity affiliate                                           |  |                       | 17,531  |   |                       |   |        |                           |  |   |             |   |  |       |     |   |  |   | 17,531  |  
|Proceeds from the sale of:                                                     |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Property and equipment                                                         |  |                       |        |   |                       |   | 7,595   |                           |  |   | 21           |   |  |       |     |   |  |   | 7,616   |  
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Net cash provided by (used in) investing activities from continuing operations |  |                       | 17,539  |   |                       |   | (22,102 | )                         |  |   | (1,505       | ) |  |       | 600  |   |  |   | (5,468  | )
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Cash flows from financing activities:                                          |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Repayments under long-term debt                                                |  |                       | (554    | ) |                       |   |        |                           |  |   |             |   |  |       |     |   |  |   | (554    | )
|Repayment under capital lease obligations                                      |  |                       |        |   |                       |   | (141    | )                         |  |   |             |   |  |       |     |   |  |   | (141    | )
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Net cash used in financing activities from continuing operations               |  |                       | (554    | ) |                       |   | (141    | )                         |  |   |             |   |  |       |     |   |  |   | (695    | )
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Effect of exchange rates on cash                                               |  |                       |        |   |                       |   |        |                           |  |   |             |   |  |       | (604 | ) |  |   | (604    | )
|Net cash provided by investing activities from discontinued operations         |  |                       |        |   |                       |   | (149    | )                         |  |   |             |   |  |       |     |   |  |   | (149    | )
|Net cash provide by operating activities from discontinued operations          |  |                       |        |   |                       |   | (498    | )                         |  |   |             |   |  |       |     |   |  |   | (498    | )
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Net increase (decrease) in cash                                                |  |                       | (10,896 | ) |                       |   | 613     |                           |  |   | (649         | ) |  |       |     |   |  |   | (10,932 | )
|Cash at beginning of period                                                    |  |                       | 39,537  |   |                       |   | 4,045   |                           |  |   | 1,672        |   |  |       |     |   |  |   | 45,254  |  
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  
|Cash at end of period                                                          |  | $                     | 28,641  |   |                       | $ | 4,658   |                           |  | $ | 1,023        |   |  | $     |     |   |  | $ | 34,322  |  
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |      |   |  |   |         |  



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Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows



|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|------------------------------------------------------------------------------ |  | --------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                               |  | 2005 First Six Months |        
|                                                                               |  | Worldwide             |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Net cash provided by (used in) operating activities from continuing operations |  | $                     | (669    | ) |                       | $ | (1,482  | )                         |  | $ | 1,178        |   |  | $     | 2,123  |   |  | $ | 1,150   |  
|Cash flows from investing activities:                                          |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Capital expenditures                                                           |  |                       | (1,207  | ) |                       |   | (18,555 | )                         |  |   | (1,614       | ) |  |       |       |   |  |   | (21,376 | )
|Proceeds from the sale of:                                                     |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Property and equipment                                                         |  |                       |        |   |                       |   | 1,548   |                           |  |   |             |   |  |       |       |   |  |   | 1,548   |  
|Sale of subsidiary                                                             |  |                       | 69,875  |   |                       |   |        |                           |  |   |             |   |  |       |       |   |  |   | 69,875  |  
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net cash provided by (used in) investing activities from continuing operations |  |                       | 68,668  |   |                       |   | (17,007 | )                         |  |   | (1,614       | ) |  |       |       |   |  |   | 50,047  |  
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cash flows from financing activities:                                          |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Repayments under long-term debt                                                |  |                       | (47,080 | ) |                       |   |        |                           |  |   |             |   |  |       |       |   |  |   | (47,080 | )
|Repayment under capital lease obligations                                      |  |                       |        |   |                       |   | (148    | )                         |  |   | (63          | ) |  |       |       |   |  |   | (211    | )
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net cash used in financing activities from continuing operations               |  |                       | (47,080 | ) |                       |   | (148    | )                         |  |   | (63          | ) |  |       |       |   |  |   | (47,291 | )
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Effect of exchange rates on cash                                               |  |                       |        |   |                       |   |        |                           |  |   |             |   |  |       | (2,123 | ) |  |   | (2,123  | )
|Net cash provided by investing activities from discontinued operations         |  |                       |        |   |                       |   | 15,025  |                           |  |   | (722         | ) |  |       |       |   |  |   | 14,303  |  
|Net cash provided by operating activities from discontinued operations         |  |                       |        |   |                       |   | 2,389   |                           |  |   | 75           |   |  |       |       |   |  |   | 2,464   |  
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net increase (decrease) in cash                                                |  |                       | 20,919  |   |                       |   | (1,223  | )                         |  |   | (1,146       | ) |  |       |       |   |  |   | 18,550  |  
|Cash at beginning of period                                                    |  |                       | 3,379   |   |                       |   | 4,905   |                           |  |   | 4,450        |   |  |       |       |   |  |   | 12,734  |  
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Cash at end of period                                                          |  | $                     | 24,298  |   |                       | $ | 3,682   |                           |  | $ | 3,304        |   |  | $     |       |   |  | $ | 31,284  |  
|                                                                               |  |                       |         |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  



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##### Table of Contents

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



Contents



This MD&A includes the following:



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



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



| |  |  | Fiscal Year
| | - |  | -----------



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



| |  |  | 2006 Second Quarter compared with 2005 Second Quarter
| | - |  | -----------------------------------------------------



| |  |  | 2006 First Six Months compared with 2005 First Six Months
| | - |  | ---------------------------------------------------------



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



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



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



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



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



| |  |  | Seasonality
| | - |  | -----------



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



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



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



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



AMF Bowling Worldwide, Inc., a Delaware corporation (Worldwide), and our subsidiaries (Worldwide and our subsidiaries may be referred to as
the Company, AMF, we, us, or our) are engaged in the business of operating bowling centers and hold an interest in a business that manufactures and sells bowling equipment. Beginning October 8, 2005, the Company has two reportable business
segments:



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



| |  |  | Holdings, which consists of our investment in the Joint Venture (defined below) and a service company that provides services exclusively to the Joint Venture.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



For periods prior to October 8, 2005, AMF engaged in two
business segments:



| |  |  | 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).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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, Holdings 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 unaudited 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.



AMF is the largest operator of bowling centers in the world
with 365 centers in operation as of January 1, 2006, and is comprised of 352 centers in the U.S. and 13 bowling centers operating outside the U.S. On September 30, 2004, we sold our 33 bowling centers in the United Kingdom and on
February 8, 2005, we sold our 42 bowling centers in Australia. We no longer have bowling center operations in these countries. The results of Centers in these countries have been reported as discontinued operations for all periods in which they
are presented.



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##### Table of Contents

AMF was also one of the largest manufacturers of bowling equipment in the world. We conducted our
business of manufacturing and selling bowling equipment through our Products subsidiaries until October 7, 2005. Until such date, we reported Products as a segment of our business. On October 7, 2005, we entered into a Joint Venture, with
Italian-based Qubica, S.p.A. (Qubica), in exchange for a 50% equity interest.



On December 4, 2005, we sold our billiards division for gross cash proceeds of approximately $4.5 million subject to certain post-closing adjustments. Billiards manufactured and sold billiard tables and
accessories. The results of operations for the billiards division have been reported as discontinued operations for all periods presented and are included within our former Products segment.



During the 2006 First Six Months, Worldwide served as the corporate
headquarters of the Company. Its employees provided management and administrative services for Centers and certain administrative services for Products until October 7, 2005 and for Holdings thereafter.



Worldwides business operations and operating assets are held in
subsidiaries. AMF Bowling Centers, Inc. (AMF Centers), a wholly-owned indirect subsidiary of Worldwide, owns and operates our bowling centers in the U.S. Our bowling centers located outside of the U.S. are operated through separate,
indirect subsidiaries of Worldwide.



Joint Venture



On October 7, 2005, we completed the previously announced transactions
to form the joint venture with the shareholder of Qubica. In these transactions, AMF Holdings, Inc. (AMF Holdings), a subsidiary of Worldwide, contributed the equity of QubicaAMF Worldwide, LLC, formerly known as AMF Bowling Products,
LLC (AMF Products), and substantially all of the other subsidiaries that conducted our Products business to QubicaAMF Worldwide, S.à.R.L. (the Joint Venture), in exchange for a 50% equity interest in the Joint Venture.
The shareholder of Qubica also contributed the equity of Qubica and its subsidiaries to the Joint Venture in exchange for a 50% equity interest in the Joint Venture. The board of managers of the Joint Venture has six (6) members split equally
between AMF and the shareholder of Qubica.



AMF Bowling
Products UK Limited (UK BPO), a company organized under the laws of the United Kingdom, was a subsidiary of our Products business and was not contributed to the Joint Venture. UK BPO is now owned by AMF Holdings. It is a company that
provides technical services exclusively to the Joint Venture under a services agreement. The Joint Venture provides administrative services, such as accounting and financial services, to UK BPO.



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



Since the formation of the Joint Venture, AMF Products is no longer a guarantor of our obligations under our senior secured credit agreement (the
Credit Agreement) and our Subordinated Notes due in 2010 (the Subordinated Notes) and liens against assets of AMF Products that secured its guarantee have been released. (See Long-Term Debt Note). In addition, the
Joint Venture and certain of its subsidiaries, entered into a credit agreement for a $30.0 million asset based loan. Certain assets of the Joint Venture and certain of its subsidiaries secure the credit agreement. Worldwide and its remaining
subsidiaries have no obligation under the Joint Ventures



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##### Table of Contents

credit agreement (JV Credit Agreement). Neither Worldwide nor AMF Holdings has any obligation to contribute capital or make loans to the Joint
Venture.



Accounting for the Joint Venture



Our investment in the Joint Venture is accounted for using the equity method
of accounting. We will receive financial information from the Joint Venture on a delayed basis and will therefore record our share of the income or losses of our investment approximately one quarter in arrears. In our next quarterly report, we will
report the income or losses of our investment for the period October 8, 2005 to December 31, 2005. This report does not include any results from operations for our investment in the Joint Venture. The Joint Venture has a
December 31styear end for financial reporting purposes and reports on a calendar basis.



Merger



On February 27, 2004, we were acquired in a merger transaction (the Merger) by a subsidiary of Kingpin
Holdings LLC (Kingpin), a Delaware limited liability company formed at the direction of Code Hennessy & Simmons LLC, a Chicago-based private equity firm (CHS) to effect the Merger. Kingpin Holdings is owned by a fund
managed by CHS and other equity investors.



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 2006 has 52 weeks, and fiscal year 2005 had 53 weeks, with the extra week being reported in the fourth quarter.



Consolidated Results



The results of operations of the consolidated group of companies and Centers are discussed below. The business segments 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.



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##### Table of Contents

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 July 3, 2005.



|                                                          |  |                        
|--------------------------------------------------------- |  | -----------------------
|Period                                                    |  | Referred to as         
|Results from October 3, 2005 through January 1, 2006      |  | 2006 Second Quarter  
|                                                          | 
|Results from July 4, 2005 through January 1, 2006         |  | 2006 First Six Months
|                                                          | 
|Results from September 27, 2004 through December 26, 2004 |  | 2005 Second Quarter  
|                                                          | 
|Results from June 28, 2004 through December 26, 2004      |  | 2005 First Six Months
|                                                          | 
|Results from July 4, 2005 through October 2, 2005         |  | 2006 First Quarter   
|                                                          | 
|Results from June 28, 2004 through September 26, 2004     |  | 2005 First Quarter   



Consolidated Results



|                                                             |  |                    |       |   |                    |   |       |                      |  |   |                      |   |  |   |       |  
|------------------------------------------------------------ |  | ------------------ | ----- | - | ------------------ | - | ----- | -------------------- |  | - | -------------------- | - |  | - | ----- | -
|(In millions)                                                |  | 2006 SecondQuarter |       |   | 2005 SecondQuarter |   |       | 2006 FirstSix Months |  |   | 2005 FirstSix Months |  
|Operating revenue                                            |  | $                  | 127.0 |   |                    | $ | 145.4 |                      |  | $ | 249.8                |   |  | $ | 260.5 |  
|Operating expenses:                                          |  |                    |       |   |                    |   |       |                      |  |   |                      |   |  |   |       |  
|Cost of goods sold                                           |  |                    | 15.8  |   |                    |   | 36.4  |                      |  |   | 47.2                 |   |  |   | 62.4  |  
|Bowling center operating expenses                            |  |                    | 87.9  |   |                    |   | 79.9  |                      |  |   | 173.9                |   |  |   | 163.8 |  
|Selling, general and administrative expenses                 |  |                    | 3.2   |   |                    |   | 15.4  |                      |  |   | 13.6                 |   |  |   | 25.7  |  
|Asset impairment                                             |  |                    | 0.2   |   |                    |   |      |                      |  |   | 0.6                  |   |  |   | 1.3   |  
|Depreciation and amortization                                |  |                    | 9.8   |   |                    |   | 10.5  |                      |  |   | 20.2                 |   |  |   | 21.7  |  
|                                                             |  |                    |       |   |                    |   |       |                      |  |   |                      |   |  |   |       |  
|Operating income (loss)                                      |  |                    | 10.1  |   |                    |   | 3.2   |                      |  |   | (5.7                 | ) |  |   | (14.4 | )
|Interest expense, net                                        |  |                    | 5.3   |   |                    |   | 6.4   |                      |  |   | 10.5                 |   |  |   | 12.8  |  
|Other income, net                                            |  |                    | (0.9  | ) |                    |   | (0.1  | )                    |  |   | (0.7                 | ) |  |   | (4.7  | )
|                                                             |  |                    |       |   |                    |   |       |                      |  |   |                      |   |  |   |       |  
|Income (loss) from continuing operations before income taxes |  |                    | 5.7   |   |                    |   | (3.1  | )                    |  |   | (15.5                | ) |  |   | (22.5 | )
|Provision for income taxes                                   |  |                    | (0.1  | ) |                    |   | 1.3   |                      |  |   | (0.7                 | ) |  |   | 1.6   |  
|                                                             |  |                    |       |   |                    |   |       |                      |  |   |                      |   |  |   |       |  
|Income (loss) from continuing operations                     |  |                    | 5.8   |   |                    |   | (4.4  | )                    |  |   | (14.8                | ) |  |   | (24.1 | )
|Discontinued operations:                                     |  |                    |       |   |                    |   |       |                      |  |   |                      |   |  |   |       |  
|Income (loss) from discontinued operations, net of tax       |  |                    | 0.1   |   |                    |   | 0.1   |                      |  |   | 0.1                  |   |  |   | 6.9   |  
|Gain on disposal, net of tax                                 |  |                    | (1.3  | ) |                    |   | 30.3  |                      |  |   | (1.3                 | ) |  |   | 30.2  |  
|                                                             |  |                    |       |   |                    |   |       |                      |  |   |                      |   |  |   |       |  
|Income from discontinued operations                          |  |                    | (1.2  | ) |                    |   | 30.4  |                      |  |   | (1.2                 | ) |  |   | 37.1  |  
|Net income (loss)                                            |  | $                  | 4.6   |   |                    | $ | 26.0  |                      |  | $ | (16.0                | ) |  | $ | 13.0  |  
|                                                             |  |                    |       |   |                    |   |       |                      |  |   |                      |   |  |   |       |  



Revenue



Consolidated operating revenue was $127.0 million in the 2006 Second
Quarter, a decrease of $18.4 million, or 12.7%, compared with the 2005 Second Quarter. A decrease of $22.4 million is primarily related to Products no longer being fully consolidated during most of the 2006 Second Quarter offset by an increase of
$4.0 million increase in Centers revenue.



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Consolidated revenue was $249.8 million in the 2006 First Six Months, a decrease of $10.7 million, or
4.1%, compared with the 2005 First Six Months. A decrease of $22.4 million is primarily related to Products no longer being fully consolidated during most of the 2006 Second Quarter, offset by a $1.7 million increase in Products first quarter
revenues. Additionally, Centers revenue increased $9.4 million during the 2006 First Six Months compared to 2005 First Six Months.



Cost of Goods Sold and Selling, General and Administrative Expenses



Cost of goods sold and selling, general and administrative expenses decreased $20.6 million, and $12.2 million, in the 2006 Second Quarter and $15.2
million and $12.1 million in the 2006 First Six Months, respectively. The decreases were primarily related to Products no longer being fully consolidated during most of the 2006 Second Quarter.



Asset Impairment



We recorded $0.2 million and $0.6 million for the 2006 Second Quarter and the 2006 First Six Months, respectively, related
to asset impairment charges. These charges represent the difference between the fair market value and carrying value of impaired assets in the U.S primarily related to Products and the impact of the Joint Venture transactions. In the 2005 First Six
Months, we recorded $1.3 million related to asset impairment charges related to underperforming bowling centers.



Depreciation and Amortization



Depreciation and amortization decreased $0.7 million, or 6.7% in the 2006 Second Quarter and $1.5 million or 6.9% in the 2006 First Six Months when
compared to prior periods. A decrease of $1.8 million is primarily related to Products no longer being fully consolidated during most of the 2006 Second Quarter offset by an increase of $1.1 million for Centers.



Interest Expense, net



Interest expense, net decreased $1.1 million, or 17.2%, in the 2006 Second Quarter and $2.3 million, or 18.0% for the First
Six Months compared with the prior period, primarily the result of lower principal amounts outstanding under both our Credit Agreement and Subordinated Notes, offset slightly by increasing interest rates.



Provision for Income Taxes



Total income tax expense decreased to a $0.1 million benefit in the 2006
Second Quarter from $5.1 million expense in the 2005 Second Quarter, including tax expense on discontinued operations. The results in 2006 Second Quarter do not include divested bowling center operations in Australia and the United Kingdom. Income
tax expense for 2005 Second Quarter was primarily attributable to the gain on the sale of our bowling center operations in the United Kingdom.



Total income tax expense decreased to a $0.7 million benefit in the 2006 First Six Months from $8.2 million expense in the 2005 First Six Months. The tax
benefit recorded for the 2006 First Six Months includes federal, state, and foreign taxes, including tax benefit on discontinued operations. The tax expense for the 2005 First Six Months was primarily due to the gain on the sale of our bowling
center operations in the United Kingdom and the taxation of individual subsidiaries by separate foreign jurisdictions. Various foreign subsidiaries and branches recorded a combined tax expense of $0.3 million as compared to an expense of $5.2
million for the 2005 First Six Months based on various foreign tax rates. This decrease is due in part to the sale of the Australia and United Kingdom operations during fiscal year ended July 3, 2005 and the tax expense recognized on the gain
of the sale of our bowling center operations in the United Kingdom. AMF Bowling Centers, Inc, a wholly-owned indirect subsidiary of Worldwide, recorded a state tax benefit of $1.0 million for the 2006 First Six Months compared with a benefit of $0.4
million for the 2005 First Six Months.



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##### Table of Contents

Net Income (Loss)



Net income for the 2006 Second Quarter totaled $3.9 million compared with net income of $26.0 million in the 2005 Second Quarter. This change was
primarily attributable to the changes discussed above as well as the recognition of a loss on the sale of Billiards of $1.3 during the 2006 Second Quarter compared with a gain on the sale of the centers in the United Kingdom of $30.4 during 2005
Second Quarter as reported in discontinued operations. Additionally, 2005 Second Quarter included a charge of $0.9 million related to actions alleging violations of federal legislation involving unsolicited communications.



Net loss for the 2006 First Six Months totaled $16.7 million compared with a
net income of $13.0 million in the 2005 First Six Months. This change was primarily attributable to the changes discussed above as well as expenses related to strategic initiatives of $1.4 million during the 2006 First Six Months compared to $5.2 in
the 2005 First Six Months. Additionally, in the 2005 First Six Months, we recognized $0.5 million in gains related to the disposal of two Products branches and a $4.2 million gain related to an arbitration settlement regarding one of our leases in
France.



Comprehensive Income



Comprehensive loss for the 2006 Second Quarter totaled $20.4 million
compared with $14.8 million in the 2005 Second Quarter. The increase in the loss was primarily attributable to the reduction in income from discontinued operations of $5.9 million as well as the addition of the minimum pension liability of $4.7
million in quarter four of fiscal year 2005.



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.



|                                  |  |                    |       |                    |   |                      |  |                      |       |  |   |      
|--------------------------------- |  | ------------------ | ----- | ------------------ | - | -------------------- |  | -------------------- | ----- |  | - | -----
|(In millions)                     |  | 2006 SecondQuarter |       | 2005 SecondQuarter |   | 2006 FirstSix Months |  | 2005 FirstSix Months
|Operating revenue                 |  | $                  | 121.2 |                    | $ | 117.2                |  | $                    | 217.0 |  | $ | 207.6
|Operating expenses:               |  |                    |       |                    |   |                      |  |                      |       |  |   |      
|Cost of goods sold                |  |                    | 11.6  |                    |   | 11.3                 |  |                      | 20.6  |  |   | 19.6 
|Bowling center operating expenses |  |                    | 88.0  |                    |   | 84.2                 |  |                      | 175.4 |  |   | 168.5
|Asset impairment                  |  |                    | 0.2   |                    |   |                     |  |                      | 0.3   |  |   | 1.3  
|Depreciation and amortization     |  |                    | 9.5   |                    |   | 8.4                  |  |                      | 18.2  |  |   | 17.5 
|                                  |  |                    |       |                    |   |                      |  |                      |       |  |   |      
|Operating income                  |  | $                  | 11.9  |                    | $ | 13.3                 |  | $                    | 2.5   |  | $ | 0.7  
|                                  |  |                    |       |                    |   |                      |  |                      |       |  |   |      



To facilitate a
meaningful comparison, the constant center results discussed below reflect the results of 362 centers, 349 located in the U.S. and 13 international centers that have been in operation one full fiscal year as of July 3, 2005.



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



|                  |  |                      |   |  |                      |  
|----------------- |  | -------------------- | - |  | -------------------- | -
|                  |  | 2006 FirstSix Months |   |  | 2005 FirstSix Months |  
|Revenue:          |  |                      |   |  |                      |  
|Bowling           |  | 57.4                 | % |  | 58.2                 | %
|Food and beverage |  | 27.5                 | % |  | 27.4                 | %
|Ancillary sources |  | 15.1                 | % |  | 14.5                 | %



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##### Table of Contents

2006 Second Quarter compared with 2005 Second Quarter



Centers operating revenue for the 2006 Second Quarter increased $4.0
million, or 3.4%, as compared to the 2005 Second Quarter. U.S. constant center revenue increased $8.2 million, or 7.6%, primarily the result of an increase in open play traffic. Open play revenue reflected growth as a result of increased traffic
which also yielded growth in food and beverage revenue. Partially offsetting this increase is a decline in revenue of $3.7 million attributable to the closure of 21 bowling centers since June 27, 2004.



Centers operating expenses increased $3.8 million, or 4.5%. This increase was
primarily due to increases in U.S. constant center operating expenses of $4.5 million, or 6.2%, primarily the result of a 6.7% increase in payroll expenses. Also contributing to this increase was an increase in utilities, and supplies expenses. The
2006 Second Quarter also includes $0.3 million in casualty losses incurred as a result of hurricanes. In addition, Centers includes expenses totaling $2.3 million that were previously recorded at Worldwide. Severance totaling $0.2 million was
recorded in the 2006 Second Quarter. Partially offsetting these increases was a decrease in expenses of $2.6 million due to closed bowling centers. As a percentage of revenue, Centers operating expenses were 72.6% for the 2006 Second Quarter and
71.8% for the 2005 Second Quarter.



Depreciation and
amortization increased $1.1 million, or 12.9%, attributable to increased capital spending during 2006 First Six Months compared to prior periods and assets transferred from Worldwide to Centers during 2006 First Six Months.



Operating income was $11.9 million in the 2006 Second Quarter versus
operating income of $13.3 million in the 2005 Second Quarter primarily due to the increase in revenue offset by the increases in operating expenses as discussed above. Additionally, Centers recorded charges related to asset impairment resulting from
center closures of $0.2 million in the 2006 Second Quarter.



2006 First Six
Months compared with 2005 First Six Months



Centers
operating revenue for the 2006 First Six Months increased $9.4 million, or 4.5%, as compared to the 2005 First Six Months. U.S. constant center revenue increased $16.1 million, or 8.5%, primarily the result of an increase in open play traffic. Open
play revenue reflected growth as a result of increased traffic and better controls surrounding pricing discounts. Partially offsetting this increase is a decline in revenue of $6.2 million attributable to the closure of 21 U.S. bowling centers since
June 27, 2004. Additionally, international constant center revenue increased $0.2 million or 2.4%. In addition, the increased traffic and new menus have resulted in increases in food and beverage revenue.



Centers operating expenses increased $6.9 million, or 4.1%. This increase was
primarily due to increases in U.S. constant center operating expenses of $8.8 million, or 6.1%, primarily the result of a 6.1% increase in payroll expenses. Also contributing to this increase was an increase in utilities, insurance and supplies
expenses. The 2006 First Six Months also includes $0.4 million in casualty losses incurred as a result of hurricanes. In addition, Centers includes expenses totaling $4.6 million that were previously recorded at Worldwide. Partially offsetting these
increases was a decrease in expenses of $6.2 million due to closed bowling centers. As a percentage of revenue, Centers operating expenses were 80.8% for the 2006 First Six Months and 81.2% for the 2005 First Six Months.



Depreciation and amortization increased $0.7 million, or 3.8%, primarily
attributable to increased capital spending during 2006 First Six Months.



Operating income was $2.5 million in the 2006 First Six Months versus operating income of $0.7 million in the 2005 First Six Months primarily due to the increase in revenue partially offset by the increases in
operating expenses as discussed above. Additionally, Centers recorded charges related to asset impairment resulting from center closures of $0.3 million in the 2006 First Six Months compared to $1.3 million in the 2005 First Six Months.



31



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##### Table of Contents

Holdings



Beginning October 8, 2005, Holdings consists of our investment in the Joint Venture and UK BPO, a service company that provides services exclusively
to the Joint Venture. The operations of UK BPO are not material and are fully consolidated. Our investment in the Joint Venture is accounted for using the equity method of accounting. We will receive financial information from the Joint Venture on a
delayed basis and will therefore record our share of the income or losses of our investment approximately one quarter in arrears. The next quarterly report will include the equity income in or loss of our investment for the period of October 8,
2005 to December 31, 2005. Because of the lag in reporting, this report does not include any results from operations for our investment in the Joint Venture in our discussion in Managements Discussion and Analysis of Financial Condition
and Results of Operations. There is no comparable prior period for Holdings.



Products



The results of Products for the 2006
Second Quarter includes the period from October 3, 2005 to October 7, 2005. The segment information for that period is not presented or discussed because it is not material and there is no comparable prior period information available.
Presented below are the results from 2006 First Quarter which was the last full quarter that Products was fully consolidated.



|                                             |  |                   |      |   |                   |   |      |  
|-------------------------------------------- |  | ----------------- | ---- | - | ----------------- | - | ---- | -
|(in Millions)                                |  | 2006 FirstQuarter |      |   | 2005 FirstQuarter |  
|Products (a):                                |  |                   |      |   |                   |   |      |  
|Operating revenue                            |  | $                 | 34.3 |   |                   | $ | 32.6 |  
|Cost of goods sold                           |  |                   | 27.7 |   |                   |   | 25.1 |  
|                                             |  |                   |      |   |                   |   |      |  
|Gross profit                                 |  |                   | 6.6  |   |                   |   | 7.5  |  
|Selling, general and administrative expenses |  |                   | 7.2  |   |                   |   | 5.0  |  
|Asset impairment                             |  |                   | 0.3  |   |                   |   |     |  
|Depreciation and amortization                |  |                   | 1.4  |   |                   |   | 1.7  |  
|                                             |  |                   |      |   |                   |   |      |  
|Operating income (loss)                      |  | $                 | (2.3 | ) |                   | $ | 0.8  |  
|                                             |  |                   |      |   |                   |   |      |  
|Selected data:                               |  |                   |      |   |                   |   |      |  
|Gross profit margin                          |  |                   | 19.2 | % |                   |   | 23.0 | %
|                                             |  |                   |      |   |                   |   |      |  



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



2006 First Quarter compared with 2005 First Quarter



Products operating revenue increased $1.7 million, or 5.2%, primarily attributable to increased revenue in Europe and Japan of $2.0 million and $0.5
million, respectively. These increases were partially offset by a decrease in revenue in the U.S. of $0.6 million.



Gross profit decreased $0.9 million, or 12.0%. The gross profit margin was 19.2% in the 2006 First Quarter compared with 23.0% in the 2005 First Quarter.
In June 2005, Products began selling scoring products sourced from Qubica. The margin on these sales during the 2006 First Quarter was substantially lower than those on AMF scoring products in the past.



Products selling, general and administrative expenses increased $2.2 million,
or 44.0%, compared with the prior year quarter. The increase in expenses is primarily attributable to the recognition of $0.7 million in gains on the disposal of two Products branches. In the 2006 First Quarter, Products incurred $0.1 million of
expenses that were previously recorded at our United Kingdom bowling center operation. In the 2006 First Quarter, Products also incurred $0.6 million in expenses related to the Joint Venture transaction.



32



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##### Table of Contents

Depreciation and amortization decreased $0.3 million, or 17.6%.



Operating loss was $2.3 million in the 2006 First Quarter, compared with
operating income of $0.8 million in the 2005 First Quarter. The decrease in operating income is primarily due to the decrease in gross profit as well as the increase in selling, general and administrative expenses as discussed above. Additionally,
Products recorded charges of $0.3 million related to asset impairment in the 2006 First Quarter.



Financial Condition



General



As of January 1, 2006, we had $78.4 million in
principal outstanding under our Credit Agreement. No borrowings were outstanding under the Revolver as of the end of the 2006 First Six Months and outstanding standby letters of credit issued under the Revolver totaled $17.3 million, leaving $22.7
million available for additional borrowings or letters of credit.



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.



Both the Credit Agreement and our indenture
dated February 27, 2004 relating to our Subordinated Notes (the Indenture) contain certain restrictive covenants, including covenants requiring the achievement of certain financial covenants and maximum levels of capital
expenditures. We are in compliance with the covenants as of January 1, 2006.



Liquidity



As of January 1, 2006, working
capital was a deficit of $5.5 million compared with working capital of $28.1 million at July 3, 2005. Excluding assets and liabilities held for sale, working capital was $23.9 million at July 3, 2005. This change was primarily attributable
to the removal of Products from our consolidated results.



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



Under our Credit Agreement and Indenture, subject to certain restrictions and
conditions, we may distribute up to 35% of the Net Cash Proceeds (as defined in the Indenture and the Credit Agreement) from the sale of certain International Operations (as defined in the Indenture and the Credit Agreement). The payment of a
dividend is prohibited if the announcement or paying of the dividend results in a change in outlook or downgrading of the Subordinated Notes by Moodys or Standard & Poors. As a condition to paying a dividend, the Indenture also
requires us to first make an offer to purchase to the holders of our 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.



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##### Table of Contents

Operating Cash Flow



|                                         |  |                      |      |   |                      |   |       |  
|---------------------------------------- |  | -------------------- | ---- | - | -------------------- | - | ----- | -
|                                         |  | 2006 FirstSix Months |      |   | 2005 FirstSix Months |  
|Cash flows from operating activities:    |  |                      |      |   |                      |   |       |  
|Before changes in assets and liabilities |  | $                    | 4.3  |   |                      | $ | 36.3  |  
|Working capital                          |  |                      | (8.4 | ) |                      |   | 0.8   |  
|Other changes                            |  |                      | (0.6 | ) |                      |   | 1.2   |  
|Discontinued operations (income ) loss   |  |                      | 1.2  |   |                      |   | (37.1 | )
|                                         |  |                      |      |   |                      |   |       |  
|Total                                    |  | $                    | (3.5 | ) |                      | $ | 1.2   |  
|                                         |  |                      |      |   |                      |   |       |  



Net cash used by
operating activities was $3.5 million in the 2006 First Six Months compared with net cash provided in operating activities of $1.2 million in the 2006 First Six Months, a decrease of $4.7 million. The decrease is the result of Products building its
inventory during the 2006 First Quarter in anticipation of its traditional selling season. However, after October 7, 2006, Products is no longer consolidated and therefore the sales of those inventories did not contribute to working capital
during the 2006 Second Quarter.



Investing



|                                                 |  |                      |       |   |                      |   |       |  
|------------------------------------------------ |  | -------------------- | ----- | - | -------------------- | - | ----- | -
|                                                 |  | 2006 FirstSix Months |       |   | 2005 FirstSix Months |  
|Cash flows from investing activities:            |  |                      |       |   |                      |   |       |  
|Purchases of property and equipment              |  | $                    | (30.6 | ) |                      | $ | (21.4 | )
|Return of cash from equity affiliate             |  |                      | 17.5  |   |                      |   |      |  
|Proceeds from the sale of property and equipment |  |                      | 7.6   |   |                      |   | 1.5   |  
|Proceeds from sale of subsidiary                 |  |                      |      |   |                      |   | 69.9  |  
|                                                 |  |                      |       |   |                      |   |       |  
|Total                                            |  | $                    | (5.5  | ) |                      | $ | 50.0  |  
|                                                 |  |                      |       |   |                      |   |       |  



Net cash used by
investing activities was $5.5 million in the 2006 First Six Months compared with net cash provided in investing activities of $50.0 million in the 2005 First Six Months. In the 2006 First Six Months, we received $17.4 million return of cash from our
equity affiliate. Capital spending has increased $9.2 million over the prior period. In the 2005 First Six Months, we received proceeds of approximately $69.9 million related to the sale of our bowling centers in the United Kingdom and $1.5 million
related to the sale of property and equipment.



Financing



|                                         |  |                      |      |   |                      |   |       |  
|---------------------------------------- |  | -------------------- | ---- | - | -------------------- | - | ----- | -
|                                         |  | 2006 FirstSix Months |      |   | 2005 FirstSix Months |  
|Cash flows from financing activities:    |  |                      |      |   |                      |   |       |  
|Borrowings (repayments) of debt, net     |  | $                    | (0.6 | ) |                      | $ | (47.1 | )
|Payments under capital lease obligations |  |                      | (0.1 | ) |                      |   | (0.2  | )
|                                         |  |                      |      |   |                      |   |       |  
|Total                                    |  | $                    | (0.7 | ) |                      | $ | (47.3 | )
|                                         |  |                      |      |   |                      |   |       |  



Net cash used in
financing activities was $0.7 million in the 2006 First Six Months compared with $47.3 million in the 2005 First Six Months. In the 2006 First Six Months, we made payments of approximately $0.6 million on the Term Loan compared to $47.1 in the prior
period.



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##### Table of Contents

Capital Resources



The following table shows our debt balances:



|                                     |  |                |       |             |   |      
|------------------------------------ |  | -------------- | ----- | ----------- | - | -----
|                                     |  | January 1,2006 |       | July 3,2005
|Term Loan                            |  | $              | 78.0  |             | $ | 78.6 
|Subordinated Notes, 10%, due 2010    |  |                | 123.9 |             |   | 123.9
|Revolver                             |  |                |      |             |   |     
|Mortgage note and capitalized leases |  |                | 2.2   |             |   | 2.3  
|                                     |  |                |       |             |   |      
|Total debt                           |  | $              | 204.1 |             | $ | 204.8
|                                     |  |                |       |             |   |      



In September 2004, we
entered into a First Amendment to Credit Agreement. The First 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 First Amendment also permits us to redeem, purchase, prepay, retire, defease or otherwise acquire our Subordinated
Notes for cash consideration that does not exceed 80% of net cash proceeds from those sales of assets or stock of certain of our foreign subsidiaries within a specified period of time. During fiscal year 2005, we repurchased and cancelled $26.1
million of our Subordinated Notes.



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



As of the end of the 2006 Second Quarter, we had approximately $22.7 million available for borrowing under the Revolver, with no amounts outstanding and approximately $17.3 million of issued but undrawn standby
letters of credit. The Revolver continues to be available for our working capital and general corporate needs, subject to customary borrowing conditions. In addition, the Second Amendment provides us with the ability to add a synthetic letter of
credit.



Both the Credit Agreement and the Indenture contain
certain restrictive covenants, including requiring the Company to achieve certain financial covenants and limiting capital expenditures. We are in compliance with the covenants as of January 1, 2006. There can be no assurance that we will
continue to be in compliance with these covenants.



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##### Table of Contents

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:



|                                    |  |                    |       |   |                    |   |                      |  |                      |       |  |   |      
|----------------------------------- |  | ------------------ | ----- | - | ------------------ | - | -------------------- |  | -------------------- | ----- |  | - | -----
|                                    |  | 2006 SecondQuarter |       |   | 2005 SecondQuarter |   | 2006 FirstSix Months |  | 2005 FirstSix Months
|U.S. Centers  Asset Sales          |  |                    |       |   |                    |   |                      |  |                      |       |  |   |      
|Proceeds                            |  | $                  | 889   |   |                    | $ | 3                    |  | $                    | 1,817 |  | $ | 1,548
|Gain (loss), net                    |  |                    | (59   | ) |                    |   | 3                    |  |                      | 295   |  |   | 502  
|International Centers  Asset Sales |  |                    |       |   |                    |   |                      |  |                      |       |  |   |      
|Proceeds                            |  |                    | 1,998 |   |                    |   |                     |  |                      | 1,998 |  |   |     
|Gain (loss), net                    |  |                    | 171   |   |                    |   |                     |  |                      | 171   |  |   |     



Centers net losses
from asset sales are included in bowling center operating expenses on the Condensed Consolidated Statements of Operations.



On December 4, 2005, we sold our billiards division for gross cash proceeds of approximately $4.5 million subject to certain post-closing
adjustments. Billiards manufactured and sold billiard tables and accessories. The results of operations for the billiards division have been reported as discontinued operations for all periods presented.



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##### Table of Contents

Capital Expenditures



|             |  |                |      |   |                |   |     
|------------ |  | -------------- | ---- | - | -------------- | - | ----
|             |  | 2006 SixMonths |      |   | 2005 SixMonths
|Centers      |  | $              | 30.1 |   |                | $ | 18.8
|Products     |  |                | 1.1  |   |                |   | 1.4 
|Corporate    |  |                | 0.0  |   |                |   | 1.2 
|Eliminations |  |                | (0.6 | ) |                |   |    
|             |  |                |      |   |                |   |     
|Total        |  | $              | 30.6 |   |                | $ | 21.4
|             |  |                |      |   |                |   |     



Capital expenditures
increased $9.2 million in the 2006 First Six Months compared to the 2005 First Six Months primarily due to increased Centers expenditures related to capital improvements to enhance the appearance of our high performance bowling centers as well as
our Long Island, NY market of bowling centers. Capital expenditures are primarily funded from cash generated from operations.



During the 2006 First Quarter, Corporate transferred assets to Centers in excess of its purchases. The offset to this transfer is included in the Centers
total.



Seasonality and Market Development Cycles



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



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



Impact of Inflation



We historically offset the impact of inflation through price increases.
Periods of high inflation could have a material adverse impact on us to the extent that increased borrowing costs for floating rate debt may not be offset by increases in cash flow. There was no significant impact on our operations as a result of
inflation during 2006 First Six Months or the 2005 First Six Months.



Critical Accounting Policies



In preparing the
consolidated financial statements, Generally Accepted Accounting Principles require 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. The development and selection of the
critical accounting policies, and the related disclosure below have been reviewed with the Audit Committee of the board of directors of Kingpin.



Impairment of Long-Lived Assets



We assess the impairment of long-lived assets including our Investment in the Joint Venture 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. Recoverability of assets that will continue to be used in
operations is measured by comparing the carrying



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##### Table of Contents

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.



Self Insurance, Litigation and Claims



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



Deferred Tax
Assets



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



Equity Method



Our investment in the Joint Venture is accounted for using the equity method of accounting because the investment gives us
the ability to exercise significant influence, but not control, over the Joint venture. Significant influence is generally deemed to exist where there is an ownership interest in an investee of between 20% and 50%. Other factors such as the degree
of ultimate control, representation on the Joint Ventures board of managers or similar oversight body are considered in determining whether the equity method of accounting is appropriate. We record our share in the income or losses of our
investment approximately one quarter in arrears for the Joint Venture, which has a calendar year end for financial reporting purposes. Any difference between the carrying amount of our investment on our balance sheet and our portion of the
underlying equity in the Joint Ventures net assets will be amortized. All significant intercompany transactions will be eliminated.



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##### Table of Contents

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 Joint Venture or its success;
| | - |  | ---------------------------------



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



| |  |  | the success of our investment in the Joint Venture;
| | - |  | ---------------------------------------------------



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



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



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



| |  |  | the effect of our prior Chapter 11 filing;
| | - |  | ------------------------------------------



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



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



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



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



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|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 we consider the use of interest rate cap agreements and exchange contracts. At January 1, 2006, no interest rate cap agreements or 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. Foreign currency exchange rates also impact the translation of operating
results from the international bowling centers.



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



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



The following table provides information about our fixed and variable-rate debt at January 1, 2006, weighted average interest rates and respective
maturity dates.



|                |  |                |       |                              |       |   |                   |   |                              |  |      |  
|--------------- |  | -------------- | ----- | ---------------------------- | ----- | - | ----------------- | - | ---------------------------- |  | ---- | -
|Maturity Date   |  | FixedRate Debt |       | WeightedAverageInterest Rate |       |   | VariableRate Debt |   | WeightedAverageInterest Rate | 
|March 1, 2010   |  | $              | 123.9 |                              | 10.00 | % |                   |   |                              |  |     |  
|August 27, 2009 |  |                |      |                              |      |   |                   | $ | 78.0                         |  | 6.94 | %



The fair value of the
Term Loan and the Subordinated Notes at January 1, 2006 was approximately $78.0 million and $123.6 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 principal executive and financial officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including the principal executive and financial officer, concluded that our disclosure
controls and procedures were effective. There have been no changes in internal control over financial reporting during 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 July 2005, the Western Australian Commissioner of State Revenue, (the Commission) assessed Worldwide approximately $0.3 million for stamp
taxes relating to the Merger. The assessment claims that the Merger was a purchase of a land-rich company, which Western Australian law generally provides is a company whose real estate constitutes greater than 60% of all its assets (other than
excluded assets). We paid the assessment under protest and filed an objection. The objection is being reviewed by the Commission. If the assessment is not reversed, management intends to appeal the assessment. The Australian state of South Australia
has told us that its land-rich law is applicable to the Merger. At its request, we have filed the required form upon which an assessment would be based under protest. An assessment, if issued, could be up to $0.3 million, excluding penalties and
interest. We anticipate that such an assessment is highly likely and have recorded the corresponding liability. The Australian state of New South Wales also made inquiries about the applicability of their land-rich laws but have not made
assessments.



Regulatory Matters



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



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



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



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



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|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------



(a) Exhibits



|     |  |                                                                                                                                                                                                                    
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Employment Agreement, dated as of December 5, 2005, between AMF Bowling Worldwide, Inc. and William A. McDonnell (filed herein).*                                                                                  
|     | 
|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.
|- | --------------------------------------------------------



(b) Reports on Form 8-K



During the second quarter of 2006, the registrant filed the following Current Reports on Form 8-K:



| | (1) | A report dated December 5, 2005, which included, under Items 1.01 and 5.02, announcing the appointment of William A. McDonnell as Vice President and Chief Financial Officer.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | A report dated December 5, 2005, which included, under Items 8.01 and 9.01, the registrants press release announcing the appointment of William A. McDonnell as Vice
President and Chief Financial Officer.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | A report dated December 5, 2005, which included, under Items 8.01 and 9.01, the registrants press release regarding a new strategic initiative for its U.S. Bowling Center
operation.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | A report dated October 7, 2005, which included, under Items 2.01 and 9.01, the registrants pro forma financial statements related to the contribution of Products to the
Joint Venture.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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)                              
|                                          
|Date: February 14, 2006                   
|                                          
|/s/ William A. McDonnell                  
|William A. McDonnell                      
|Vice President and Chief Financial Officer



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