<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________
                                    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 March 31, 2002
                                      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

                             ------------------------

                           AMF BOWLING WORLDWIDE, INC.
             (Exact name of Registrant as specified in its charter)

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

                                 8100 AMF Drive
                            Richmond, Virginia 23111
          (Address of principal executive offices, including zip code)

                              --------------------
                                 (804) 730-4000
              (Registrant's telephone number, including area code)

                              --------------------

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

     Indicate by check mark whether the Registrant has 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 [_]

     The number of shares of the Registrant's common stock issued and
outstanding or issuable under the Registrant's Plan of Reorganization as of
May 1, 2002 was 10,000,000 (excluding stock purchase warrants, restricted stock
and stock options).

<PAGE>


                           AMF BOWLING WORLDWIDE, INC.

                                TABLE OF CONTENTS

                                     PART I

<TABLE>
<CAPTION>
                                                                                                             Page
<S>                                                                                                            <C>
Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets (unaudited)..................................................   3

         Condensed Consolidated Statements of Operations (unaudited)........................................   4

         Condensed Consolidated Statements of Cash Flows (unaudited)........................................   5

         Notes to Condensed Consolidated Financial Statements...............................................   6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations......................................................................................   19

Item 3.  Quantitative and Qualitative Disclosure About Market Risk..........................................   25

                                     PART II

Item 1.  Legal Proceedings..................................................................................   27

Item 2.  Changes In Securities and Use of Proceeds..........................................................   28

Item 4.  Submission of Matters to a Vote of Security Holders................................................   30

Item 6.  Exhibits and Reports on Form 8-K...................................................................   30

Signatures..................................................................................................   32
</TABLE>

<PAGE>

                                     PART I

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 ("SEC") are or may be forward-looking statements, including possible
or assumed future results of the operations of AMF Bowling Worldwide, Inc., a
Delaware corporation ("Worldwide" and, together with its subsidiaries, the
"Company"), including but not limited to (a) any statements contained in this
report concerning: (i) the Company's ability to comply with covenants in its
financing facilities, (ii) the Company's ability to generate cash flow to
service its indebtedness and meet its debt payment obligations under its
financing facilities, (iii) the continued availability of sufficient borrowing
capacity or other financing to supplement cash flow and fund operations, (iv)
the results of the Company's plans to improve its bowling centers operations,
(v) the results of the Company's efforts to improve its business of selling
bowling equipment and products, (vi) the ability of the Company's management to
execute the Company's initiatives, (vii) the results of operations of the
Company's businesses, (viii) the outcome of existing or potential litigation,
and (ix) the amounts of capital expenditures needed to maintain or improve the
Company's bowling centers, (b) any statements preceded by, followed by or
including the words "believes," "expects," "predicts," "anticipates," "intends,"
"estimates," "should," "may" or similar expressions and (c) other statements
contained or incorporated in this report regarding matters that are not
historical facts.

         These forward-looking statements relate to the plans and objectives of
the Company or future operations. In light of the risks and uncertainties
inherent in all future projections and the Company's financial position,
particularly risks associated with the Company's recent emergence from Chapter
11, the inclusion of forward-looking statements in this report should not be
regarded as a representation by the Company that the objectives, projections or
plans of the Company will be achieved. Many factors could cause the Company's
actual results to differ materially from those in the forward-looking
statements, including, but not limited to: (i) the Company's ability, and the
ability of its management, to implement successfully the Company's business
initiatives, (ii) the continuation of adverse financial results and substantial
competition in the Company's bowling products business, (iii) the success of the
Company's continuing restructuring efforts in its bowling products business,
(iv) the Company's ability to retain and attract higher quality bowling center
managers and other key staff, (v) the Company's ability to implement
successfully initiatives designed to improve customer traffic in its bowling
centers, (vi) the Company's ability to attract and retain bowlers in its bowling
centers, (vii) the risk of adverse political acts or developments in the
Company's international markets, (viii) fluctuations in foreign currency
exchange rates, (ix) continued or increased competition, (x) the popularity of
bowling, (xi) the decline in general economic conditions, (xii) adverse
judgments in pending or future litigation and (xiii) changes in interest rates.

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

                                      2

<PAGE>

Item 1.  Financial Statements

                           AMF BOWLING WORLDWIDE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                              Reorganized            Predecessor
                                                                                Company                Company
                                                                             March 31, 2002       December 31, 2001
                                                                             --------------       -----------------
                                                                              (unaudited)
    Assets
    ------
<S>                                                                      <C>                      <C>
Current assets:
    Cash and cash equivalents                                            $           46,778       $          25,291
    Accounts and notes receivable, net of allowance for
        doubtful accounts of $0 and $11,543, respectively                            23,982                  27,381
    Inventories, net                                                                 47,845                  38,732
    Advances and deposits                                                            16,783                  14,337
                                                                         ------------------       ------------------
       Total current assets                                                         135,388                 105,741
Property and equipment, net and other long lived assets                             649,662                 725,292
Goodwill, net                                                                            -                  718,414
                                                                         ------------------       -----------------
      Total assets                                                       $          785,050       $       1,549,447
                                                                         ==================       =================

    Liabilities and Stockholders' Equity
    ------------------------------------
Current liabilities:
    Accounts payable                                                     $           24,784       $          24,246
    Accrued expenses and other                                                       94,057                  78,450
    Current portion of long-term debt                                                16,563                 616,395
                                                                         ------------------       -----------------
       Total current liabilities                                                    135,404                 719,091
Long-term debt, less current portion                                                426,544                   3,107
Liabilities subject to resolution                                                     4,691                 595,463
Other long-term liabilities                                                             558                   2,252
                                                                         ------------------       -----------------
      Total liabilities                                                             567,197               1,319,913
                                                                         ------------------       -----------------
Commitments and contingencies                                                         -                         -
Stockholders' equity                                                                217,853                 229,534
                                                                         ------------------       -----------------
       Total liabilities and stockholders' equity                        $          785,050       $       1,549,447
                                                                         ==================       =================
</TABLE>

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

                                      3

<PAGE>

                           AMF BOWLING WORLDWIDE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                        Reorganized
                                                           Company                    Predecessor Company
                                                       ---------------     ------------------------------------------
                                                          One month            Two months           Three months
                                                            ended                ended                   ended
                                                       March 31, 2002      February 28, 2002        March 31, 2001
                                                     --------------        -----------------        --------------
<S>                                                <C>                    <C>                     <C>
Operating revenue                                  $         67,268       $       122,886         $         205,682
                                                   ----------------       ---------------         -----------------
Operating expenses:
   Costs of goods sold                                       10,820                19,991                    42,617
   Bowling center operating expenses                         31,881                62,732                    97,403
   Selling, general, and administrative
     expenses                                                 5,017                 8,049                    12,016
   Restructuring, refinancing and other charges               2,797                   302                     4,047
   Depreciation and amortization                              7,780                17,144                    33,794
                                                   ----------------       ---------------         -----------------
     Total operating expenses                                58,295               108,218                   189,877
                                                   ----------------       ---------------         -----------------
     Operating income                                         8,973                14,668                    15,805
Nonoperating expenses (income):
   Interest expense (a)                                       4,051                 8,113                    38,398
   Other expense (income), net                                 (169)                  907                     4,450
   Interest income                                              (63)                    -                      (566)
                                                   -----------------      ----------------        -----------------
     Total nonoperating expenses, net                         3,819                 9,020                    42,282
                                                   ----------------       ---------------         -----------------
     Income (loss) before reorganization items,
       net and fresh start accounting
       adjustments                                            5,154                 5,648                   (26,477)
Reorganization items, net                                        -                 16,468                        -
Fresh start accounting adjustments                               -                 64,529                        -
                                                   ----------------       ---------------         ----------------
     Income (loss) before provision for
       income taxes, extraordinary item,
       and cumulative effect of change in
       accounting for goodwill                                5,154               (75,349)                  (26,477)
Provision for income taxes                                      457                    17                     2,756
                                                   ----------------       ---------------         -----------------
     Net income (loss) before
       extraordinary item and cumulative
       effect of change in accounting for                                                                   (29,233)
       goodwill                                               4,697               (75,366)
Extraordinary item - gain on debt discharge,
   net                                                           -                774,803                    -
Cumulative effect of change in accounting for
   goodwill                                                      -               (718,414)                   -
                                                   ----------------       ---------------         -----------------
     Net income (loss)                             $          4,697       $       (18,977)        $         (29,233)
                                                   ================       ================        =================

Basic and diluted income per share:
   Net income                                      $           0.47
                                                   ================
Average common shares                                    10,000,000
                                                   ----------------
</TABLE>

------------------------------------
(a)   From January 1, 2002 through the Effective Date, the Company did not
      accrue approximately $11,500 of interest on its prepetition subordinated
      debt. The debt was materially impaired or discharged in the Chapter 11
      proceeding.

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

                                      4

<PAGE>

                           AMF BOWLING WORLDWIDE, INC.
             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF CASH FLOWS
                                 (unaudited)
                               (in thousands)

<TABLE>
<CAPTION>
                                                               Reorganized
                                                                 Company               Predecessor Company
                                                              -------------     -----------------------------------
                                                               One month            Two months        Three months
                                                                 ended                ended              ended
                                                            March 31, 2002      February 28, 2002     March 31, 2001
                                                            --------------     -----------------     ---------------
<S>                                                        <C>                <C>                    <C>
Cash flows from operating activities:
   Net income (loss)                                       $         4,697    $        (18,977)      $      (29,233)
   Adjustments to reconcile net income (loss) to net
       cash provided by operating activities:
     Depreciation and amortization                                   7,780              17,144               33,794
     Fresh start accounting adjustments                            -                    64,529              -
     Cumulative effect of change in accounting for
     goodwill                                                      -                   718,414
     Extraordinary item - gain on debt discharge, net              -                  (774,803)             -
     Amortization of bond discount                                 -                   -                      6,525
     Gain (loss) on the sale of property and
       equipment, net                                                 (182)                (65)                  34
   Changes in assets and liabilities:
     Accounts and notes receivables, net                            (1,817)              3,179               (4,010)
     Inventories                                                    (2,658)             (6,894)               2,687
     Other assets                                                   (1,021)             (8,309)               1,315
     Accounts payable and accrued expenses                           1,249              18,709              (11,739)
     Other long-term liabilities                                        38                (706)                (724)
                                                           ---------------    ----------------       ---------------
     Net cash (used in) provided by operating
       activities                                                    8,086              12,221               (1,351)
                                                           ---------------    ----------------       ---------------
Cash flows from investing activities:
   Purchases of property and equipment                              (2,550)             (2,509)              (5,039)
   Proceeds from the sale of property and equipment                      1             -                         93
                                                           ---------------    ----------------       --------------
     Net cash used in investing activities                          (2,549)             (2,509)              (4,946)
                                                           ----------------   -----------------      ---------------

Cash flows from financing activities:
   Repayment under Bank Debt                                       -                  (436,700)             -
   Borrowing under Term Facility                                   -                   290,000              -
   Borrowing under New Subordinated Notes                          -                   150,000              -
   Borrowing (repayment) under Revolver                            (10,000)             10,000              -
                                                           ----------------   ----------------       ---------------
     Net cash provided by (used in) financing
       activities                                                  (10,000)             13,300              -
Effect of exchange rates on cash                                     1,147               1,791                2,438
                                                           ----------------   ----------------       --------------
   Net increase (decrease) in cash                                  (3,316)             24,803               (3,859)
Cash and cash equivalents at beginning of period                    50,094              25,291               46,759
                                                           ----------------   ----------------       --------------
     Cash and cash equivalents at end of period            $        46,778    $         50,094       $       42,900
                                                           ================   ================       ==============
</TABLE>

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

                                      5

<PAGE>

                           AMF BOWLING WORLDWIDE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (in thousands, except share data and Note 13)
                                  (unaudited)

NOTE 1.  BUSINESS DESCRIPTION - ORGANIZATION, CHAPTER 11 AND EMERGENCE

ORGANIZATION

         The Company is engaged in two business segments: (i) the operation of
bowling centers throughout the United States ("U.S.") and internationally
("Centers") and (ii) 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 allied
products, including bowling balls, bags and shoes ("Products"). The principal
customers for bowling equipment are bowling center operators. Products' revenue
consists of two major sales categories: (a) New Center Packages ("NCPs") (all of
the equipment necessary to outfit a new bowling center or expand an existing
bowling center) and (b) Modernization and Consumer Products (modernization
equipment used to upgrade an existing center, spare parts, supplies and
consumable products used in the operation of a bowling center and resale
products for bowlers). In addition, Products refurbishes and sells used
pinspotters. Combined with new automatic scoring, lanes, bowler seating and
other components, these used pinspotters are sold as factory certified packages.
Revenue from sales of factory certified packages is included in the NCP
category. The Company also manufactures and sells the PlayMaster, Highland and
Renaissance brands of billiards tables.

         Worldwide serves as the corporate headquarters of the Company. Its
employees provide certain management and administrative services for Centers and
Products. All of Worldwide's business operations are conducted through, and its
operating assets are held in, subsidiaries. The Centers business in the U.S. is
primarily owned and operated in AMF Bowling Centers, Inc. ("AMF Centers"), a
wholly owned, indirect subsidiary of Worldwide. The Centers business outside of
the U.S. is owned and operated in separate, indirect subsidiaries of Worldwide
that own and operate bowling centers in various countries. The Products business
is owned and operated in AMF Bowling Products, Inc. ("AMF Products"), which is a
wholly owned, indirect subsidiary of Worldwide.

CHAPTER 11 AND EMERGENCE

         GENERAL

         On July 2, 2001 (the "Petition Date"), Worldwide (as it existed prior
to March 8, 2002, the "Predecessor Company") and certain of its U.S.
subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief
under Chapter 11 ("Chapter 11"), Title 11 of the United States Bankruptcy Code
(the "Bankruptcy Code") with the United States Bankruptcy Court for the Eastern
District of Virginia, Richmond Division (the "Bankruptcy Court"). During the
Chapter 11 proceeding, the Debtors managed and operated their assets and
businesses as debtors-in-possession subject to the supervision and orders of the
Bankruptcy Court. Subsequent to the Petition Date, AMF Bowling, Inc. ("AMF
Bowling") the Company's former indirect parent, filed a separate petition for
relief under Chapter 11.

         On February 1, 2002, the Bankruptcy Court confirmed the Second Amended
Second Modified Joint Plan of Reorganization (the "Plan") of the Debtors. The
Plan became effective March 8, 2002 (the "Effective Date"), which is the date on
which the Debtors formally emerged from Chapter 11. As part of the Plan,
Worldwide entered into a senior secured credit agreement with Bankers Trust
Company, as Administrative Agent, and certain other lenders dated as of February
28, 2002 (the "New Credit Agreement"). Worldwide also entered into an indenture
dated as of March 8, 2002 (the "New Indenture") providing for the issuance of
$150,000 aggregate principal amount of 13.00% Senior Subordinated Notes due 2008
(the "New Subordinated Notes").

         Pursuant to the Plan, as of the Effective Date, the Predecessor
Company's senior secured credit agreement, dated May 1, 1996, as amended and
restated (the "Old Credit Agreement"), its 10 7/8% Series B Senior Subordinated
Notes due 2006 (the "Old Senior Subordinated Notes") and its 12 1/4% Series B
Senior Subordinated Discount Notes due 2006 (the "Old Senior Subordinated
Discount Notes," and collectively with the Old Senior

                                      6

<PAGE>

                         AMF BOWLING WORLDWIDE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Subordinated Notes, the "Old Subordinated Notes") and substantially all of the
Predecessor Company's other pre-petition indebtedness were discharged and
terminated.

         On the Effective Date, the Company (as it existed on and after March 8,
2002, the "Reorganized Company") borrowed $290,000 under a term facility (the
"Term Facility") and $10,000 under a $60,000 revolving credit facility (the
"Revolver" and, collectively with the Term Facility, the "Exit Facility")
provided by the New Credit Agreement. These funds were used to make cash
payments to satisfy certain claims and expenses required to be paid in cash
under the Plan. Subsequent to the Effective Date, the $10,000 borrowing under
the Revolver was repaid. The Revolver remains available for the Reorganized
Company's working capital and general corporate needs, subject to customary
borrowing conditions.

         Pursuant to the Plan, on the Effective Date, the shares of common stock
of Worldwide formerly held by its former direct parent, AMF Group Holdings Inc.
("Group Holdings"), were cancelled. Worldwide issued 9,250,000 shares of new
common stock, $0.01 par value (the "New AMF Common Stock") and $150,000 in New
Subordinated Notes and paid $286,700 in cash to Worldwide's former senior
secured creditors (the "Former Secured Creditors") in full satisfaction of their
claims.

         On April 29, 2002, Worldwide distributed to the holders of the Old
Subordinated Notes 705,515 shares of New AMF Common Stock, 1,660,036 Series A
Warrants (the "Series A Warrants") and 1,621,874 Series B Warrants (the "Series
B Warrants" and collectively with the Series A Warrants, the "Warrants") in full
satisfaction of their claims. In addition, Worldwide will distribute to the
Debtors' remaining former unsecured creditors (the "Remaining Former Unsecured
Creditors") up to 44,485 shares of New AMF Common Stock, 104,670 Series A
Warrants and 102,264 Series B Warrants in full satisfaction of their claims.
Distributions of these securities will occur from time to time pursuant to and
in accordance with the terms of the Plan. Worldwide is not required to make any
cash distribution to the Remaining Former Unsecured Creditors. The number of
shares of New AMF Common Stock and Warrants to be distributed to individual
Remaining Former Unsecured Creditors is contingent upon the resolution of their
individual claims in the Bankruptcy Court. See "Note 12. "Equity" for additional
information regarding the New AMF Common Stock and the Warrants.

         AMF Bowling, the indirect parent of Worldwide prior to the Effective
Date, did not receive any distribution under the Plan based upon its equity
interest in Group Holdings. The Reorganized Company no longer has any
affiliation with either AMF Bowling or Group Holdings and the New AMF Common
Stock, which represents the equity ownership of Worldwide, is distinct from the
shares of common stock of AMF Bowling that remain outstanding at this time.
Management of Worldwide understands that AMF Bowling has filed a liquidating
Chapter 11 plan.

NOTE 2.  BASIS OF PRESENTATION

         The Company's interim condensed consolidated financial statements
presented in this Form 10-Q are unaudited and for the two months ended February
28, 2002 have been prepared in accordance with the American Institute of
Certified Public Accountant's Statement of Position 90-7, "Financial Reporting
by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"), which
provides guidance for financial reporting by entities that have filed petitions
under the Bankruptcy Code and have reorganized in accordance with the Bankruptcy
Code.

         Although the Effective Date of the Plan was March 8, 2002, the
consummation of the Plan has been reflected as of February 28, 2002, the end of
the Company's most recent fiscal month prior to the Effective Date. As a result
of the application of fresh start accounting at February 28, 2002, the Company's
financial results during the three months ended March 31, 2002 include two
different bases of accounting and, accordingly, the operating results and cash
flows of the Reorganized Company and the Predecessor Company are separately
presented. The

                                      7

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Reorganized Company's financial statements are not comparable with the
Predecessor Company's financial statements.

         The following table describes the periods presented in these condensed
consolidated financial statements and related notes thereto and in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations:

<TABLE>
                       Period                                          Referred to as
                       ------                                          --------------
<S>                                                       <C>
Results for the Reorganized Company
     from March 1, 2002 through March 31, 2002            "Reorganized Company 2002 One Month"
Results for the Predecessor Company
     from January 1, 2002 through February 28, 2002       "Predecessor Company 2002 Two Months"
Results for the Predecessor Company
     from January 1, 2001 through March 31, 2001          "2001 First Quarter"
Combined Reorganized Company 2002
     One Month and Predecessor Company
     2002 Two Months                                      "2002 First Quarter"
</TABLE>

         The preparation of the financial statements in conformity with
generally accepted accounting principles for interim 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 the estimates.

         In the opinion of management, all adjustments necessary for the fair
presentation on a going concern basis of the results of operations, cash flows
and financial position for all periods presented have been made. Adjustments
include those of a normal recurring nature, except those relating to fresh start
accounting, the change in accounting for goodwill and gain on debt discharge,
which are more fully discussed in these notes. The results of operations for any
interim period are not necessarily indicative of the results to be expected for
the full year. All significant intercompany balances and transactions have been
eliminated in the accompanying interim condensed consolidated financial
statements.

         These financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Predecessor Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.

NOTE 3.  FRESH START ACCOUNTING

         In connection with the Company's emergence from Chapter 11, the
Reorganized Company applied fresh start accounting in accordance with SOP 90-7.
Under SOP 90-7, the reorganization value of the Reorganized Company, which was
established for purposes of the Plan, was allocated to its assets in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
Combinations" and its liabilities were stated at their present values.

                                      8

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<TABLE>
<CAPTION>
                                      Reorganized Condensed Consolidated Balance Sheet
                                                      February 28, 2002

                                                   Before
                                                Consummation                                                    Reorganized
                                                of the Plan                                                      Company
                                                February 28,       Reorganization             Other            February 28,
                                                    2002 (a)         Adjustments           Adjustments             2002
                                              ------------------   ---------------       ---------------     -----------------
ASSETS
Current assets:
<S>                                           <C>                <C>                  <C>                      <C>
   Cash and cash equivalents                  $      48,537      $      1,557    (d)  $                        $       50,094
   Accounts and notes receivable, net                23,376                                                            23,376
   Inventories, net                                  45,121                                                            45,121
   Advances and deposits                             14,952                                                            14,952
                                              -------------      ------------         -------------            --------------
     Total current assets                           131,986             1,557                  -                      133,543
Property and equipment, net and other
   long lived assets                                706,793            11,743    (d)        (64,529)  (b)             654,007
                                              -------------      ------------         -------------            --------------
     Total assets                             $     838,779      $     13,300         $     (64,529)           $      787,550
                                              =============      ============         ==============           ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                           $      21,424                                                    $       21,424
   Accrued expenses and other                        95,891                                                            95,891
   Current portion of long-term debt                616,395          (616,395)  (c)
                                                                       10,000   (d)                                    10,000
                                              -------------      ------------         -------------            --------------
     Total current liabilities                      733,710          (606,395)                                        127,315
Long-term debt, less current portion                  3,107           440,000   (d)                                   443,107
Liabilities subject to resolution                   599,799                                (595,108)  (b)               4,691
Other long-term liabilities                             537                                                               537
                                              -------------      ------------         -------------            --------------
     Total liabilities                            1,337,153          (166,395)             (595,108)                  575,650
                                              -------------      ------------         -------------            --------------
Commitments and contingencies                             -                                                             -
Total stockholders' equity                         (498,374)          179,695               530,579                   211,900
                                              -------------      ------------         -------------            --------------
     Total liabilities and stockholders'
         equity                               $     838,779      $     13,300         $     (64,529)           $      787,550
                                              ==============     ============         ==============           ==============
</TABLE>

---------------------------------
(a)  The historical balance sheet and the other historical financial statements
     and data relating to the Predecessor Company included in this Form 10-Q do
     not reflect the effects of fresh start accounting.
(b)  Reflects the application of SOP 90-7, including debt extinguishment and the
     write-down of certain long lived assets to reflect the reorganization
     value, which is the enterprise value of the Company for purposes of the
     Plan, upon emergence from Chapter 11.
(c)  Reflects the exchange of debt outstanding under the Old Credit Agreement
     pursuant to the Plan.
(d)  Reflects amounts borrowed under the Exit Facility and the issuance of the
     New Subordinated Notes. Amounts recorded in property and equipment, net and
     other long lived assets include the deferred financing costs associated
     with the Exit Facility.

                                      9

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

NOTE 4.  SIGNIFICANT ACCOUNTING POLICIES

Goodwill

         Goodwill represents the excess of the purchase price of acquisitions
over the allocation among the acquired assets and liabilities in accordance with
estimates of fair market value on the dates of acquisition. Through December 31,
2001, goodwill was being amortized over 40 years. Amortization expense was
$5,216 for the 2001 First Quarter. Accumulated amortization of goodwill was
$116,433 at December 31, 2001.

         Effective January 1, 2002, the Company adopted SFAS No. 142 "Goodwill
and Other Intangible Assets," which specifies goodwill and certain intangible
assets will no longer be amortized, but will be subject to periodic impairment
testing. In conjunction with the adoption of SFAS No. 142, the Company wrote off
$718,414 of goodwill. The write off of goodwill is shown as a cumulative effect
of change in accounting for goodwill in the Predecessor Company 2002 Two Months.

Income Taxes

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

Comprehensive Loss

         Comprehensive income (loss) was $5,953, $(18,977) and $(36,838) for the
Reorganized Company 2002 One Month, the Predecessor Company 2002 Two Months and
the 2001 First Quarter, respectively. Accumulated other comprehensive income
(loss) of $1,256 and $(36,004) at March 31, 2002 and December 31, 2001,
respectively, is included in stockholders' equity and consists of the foreign
currency translation adjustment.

Reclassifications

         Certain previously reported amounts have been reclassified to conform
to the current year presentation.

NOTE 5.  INVENTORIES, NET

         Inventories, net at March 31, 2002 and December 31, 2001, consist of:

<TABLE>
<CAPTION>
                                                   Reorganized            Predecessor
                                                     Company                Company
                                                 March 31, 2002        December 31, 2001
                                                 --------------        -----------------
<S>                                           <C>                    <C>
Products, at FIFO:
  Raw materials                               $          8,109       $          7,648
  Work in progress                                       4,461                  1,943
  Finished goods and spare parts                        26,244                 20,351
Centers, at average cost:
  Merchandise and spare parts                            9,031                  8,790
                                              ----------------       ----------------
                                              $         47,845       $         38,732
                                              ================       ================
</TABLE>

NOTE 6.  PROPERTY AND EQUIPMENT, NET AND OTHER LONG LIVED ASSETS

         As part of fresh start accounting, the Reorganized Company is required
to revalue its noncurrent assets, including land, building and improvements and
equipment, furniture and fixtures as of February 28, 2002. In addition, for
accounting purposes, all accumulated depreciation and amortization as of that
date was eliminated. The Reorganized Company has not completed the revaluation
at this time; however, it believes the completion will have no effect on the
total value of property and equipment, net and other long lived assets as of
March 31, 2002. Property and equipment, net at December 31, 2001 consisted of:
land, $131,188; building and improvements,

                                      10

<PAGE>

                          AMF BOWLING WORLDWIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

$376,958; equipment, furniture and fixtures, $627,605; and other, $2,863; all
reduced by accumulated depreciation and amortization of $453,460. In addition,
other long lived assets were $40,138 at December 31, 2001.

         Depreciation expense for the Reorganized Company 2002 One Month, the
Predecessor Company 2002 Two Months and the 2001 First Quarter was $7,780,
$17,144 and $28,578, respectively.

NOTE 7.  LONG-TERM DEBT

         As discussed in "Note 1. Business Description - Organization, Chapter
11 and Emergence," on the Petition Date, the Debtors filed voluntary petitions
for relief under Chapter 11. As further discussed in Note 1, upon emergence from
Chapter 11, the debt that the Predecessor Company had in place prior to the
Effective Date was terminated, discharged or re-instated.

NEW CREDIT AGREEMENT

         As of February 28, 2002, the Company entered into the New Credit
Agreement that consists of the $290,000 Term Facility maturing in February, 2008
and the $60,000 Revolver maturing in February, 2007. On the Effective Date, the
Company borrowed $10,000 under the Revolver, which amount has been repaid.
Outstanding borrowings under the Term Facility bear interest equal to either the
London Interbank Offered Rate ("LIBOR") plus the applicable margin (4.00% to
4.50%) or the Base Rate (as defined in the New Credit Agreement) plus the
applicable margin (3.00% to 3.50%), at the Company's option depending on certain
financial ratios. Outstanding borrowings under the Revolver bear interest equal
to LIBOR plus the applicable margin (3.25% to 4.00%) or the Base Rate plus the
applicable margin (2.25% to 3.00%), at the Company's option depending on certain
financial ratios. The Company pays a commitment fee of 0.50% on the unused
portion of the Revolver. Drawings under the Revolver are subject to the
fulfillment of certain conditions. The New Credit Agreement contains certain
restrictive covenants, including the achievement of certain financial covenants
and maximum levels of capital expenditures. The principal amount of the Term
Facility must be repaid on a quarterly basis in the amounts and at the times
specified in the New Credit Agreement, with a final principal payment of
$150,000 due on February 28, 2008. The New Credit Agreement also requires
interest payments not less than quarterly and an annual mandatory prepayment
based on a percentage of free cash flow, ranging from 25-75%, as specified in
the New Credit Agreement. Repayment is also required in amounts specified in the
New Credit Agreement for certain events including unreinvested asset sale
proceeds and equity and debt offering proceeds. The obligations of Worldwide
under the New Credit Agreement are secured by substantially all of the Company's
U.S. assets and a 66% pledge of the capital stock of certain first tier foreign
subsidiaries. Certain of the Company's U.S. subsidiaries have guaranteed, or are
directly obligated on, the New Credit Agreement. The New Credit Agreement
contains certain events of default including cross default provisions.

NEW SUBORDINATED NOTES

         As of the Effective Date and pursuant to the Plan, the Company issued
$150,000 aggregate principal amount of 13.00% Senior Subordinated Notes due
September 2008 with interest payable semi-annually. The New Subordinated Notes
were issued pursuant to the New Indenture. The New Subordinated Notes are
expressly subordinated to the payment of the New Credit Agreement and any other
senior indebtedness of the Company; contain affirmative and negative covenants
generally no more restrictive than those contained in the New 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 of the Company. Subject to certain exceptions, the New Subordinated
Notes may not be redeemed at the Company's option before March 1, 2005.
Thereafter, the New Subordinated Notes are redeemable in the manner provided in
the New Indenture at redemption prices equal to 106.50% during the 12 month
period beginning March 1, 2005, 103.25% during the 12 month period beginning
March 1, 2006 and 100.00% beginning on March 1, 2007 and thereafter. Upon the
occurrence of both a change of control of the Company (as defined in the New
Indenture) and a ratings decline (as defined in the New Indenture), the Company
is required to offer to purchase the New Subordinated Notes at 101.00% of their
principal amount, plus accrued interest, and has the option to redeem the New
Subordinated Notes at 110.00% of their principal amount, plus accrued interest.

                                      11

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

DIP LOAN

         During the Chapter 11 proceeding, the Debtors had a $75,000
debtor-in-possession financing facility (the "DIP Loan") from a syndicate of
banks, including Citibank N.A. ("Citibank"), as Collateral Agent and
Administrative Agent. The DIP Loan permitted the Debtors to borrow up to $75,000
from time to time for general corporate and business purposes, subject to
satisfaction of customary drawing conditions and the existence of no events of
default. There were no amounts outstanding under the DIP Loan between December
31, 2001 and the Effective Date and the DIP Loan was terminated on the Effective
Date. Borrowings under the DIP Loan bore interest at a rate of 1.50% over
Citibank's customary base rate or, at the Company's option, 2.50% over LIBOR.

PREPETITION BANK DEBT

         The Company's indebtedness under the Old Credit Agreement consisted of
a $255,000 senior secured revolving credit facility (the "Bank Facility") and
$365,100 senior secured term loan facilities (the "Term Facilities" and
collectively with the Bank Facility, the "Bank Debt").

         The Old Credit Agreement was terminated and the Bank Debt was satisfied
upon the Company's emergence from Chapter 11. As a result of the default under
the Bank Debt that existed prior to the Petition Date, the Company paid interest
to the Former Secured Creditors at Citibank's customary base rate plus a margin
ranging from 2.75% to 3.75%. The interest rates included a 2% increment for
default interest from January 1, 2001 until the Petition Date. After the
Petition Date, the Company did not pay the 2% increment for default interest.
From the Petition Date to the Effective Date, the unpaid 2% increment for
default interest was included in the Former Secured Creditors' allowed claim and
satisfied under the Plan. Prior to cancellation on the Effective Date, the
interest rates on the components of the Bank Debt ranged from 7.50% to 8.50%.
During 2001 and through the Effective Date, no principal payments were made on
the Bank Debt.

         The Company's long-term debt at March 31, 2002 and December 31, 2001,
consists of:

<TABLE>
<CAPTION>
                                                     Reorganized             Predecessor
                                                       Company                 Company
                                                   March 31, 2002         December 31, 2001
                                                   --------------         -----------------
<S>                                            <C>                      <C>
Bank Debt (a)                                  $             -          $          616,395
Revolver (b)                                                 -                       -
Term Facility                                               290,000                  -
New Subordinated Notes                                      150,000                  -
Mortgage and equipment notes (c)                              3,107                  3,107
                                               --------------------     ------------------
     Total debt                                             443,107                619,502
Current maturities                                           16,563                616,395
                                               --------------------     ------------------
     Total long-term debt                      $            426,544     $            3,107
                                               ====================     ==================
</TABLE>

---------------------------
(a)           The Bank Debt is the amount owed under the Old Credit Agreement.
              The Bank Debt was fully secured, was satisfied for the amount
              reported, and therefore reported separately and not included in
              liabilities subject to resolution.
(b)           As of March 31, 2002, there was $55,359 available for borrowing
              under the Revolver, with no amounts outstanding and $4,641 of
              issued but undrawn standby letters of credit.
(c)           Represents debt under one mortgage note and one capitalized
              equipment lease. The amounts were fully secured and reinstated as
              senior debt under the Plan.

                                      12

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

INTEREST EXPENSE

         As of the Petition Date, the Predecessor Company discontinued accruing
interest on certain prepetition debt that management believed would receive
little, if any, distribution under the Plan (primarily the Old Subordinated
Notes). If such interest had been accrued from January 1, 2002 through the
Effective Date, interest expense for the Predecessor Company 2002 Two Months
would have been approximately $11,500 higher than the amount reported.

NOTE 8.  LIABILITIES SUBJECT TO RESOLUTION

         Liabilities subject to resolution in the Chapter 11 at December 31,
2001, consist of:

                                                          Predecessor Company
                                                           December 31, 2001
                                                          --------------------
Old Senior Subordinated Notes                               $       250,000
Old Senior Subordinated Discount Notes                              277,000
Unpaid interest                                                      45,014
Accounts payable and other                                           23,449
                                                            ---------------
                                                            $       595,463
                                                            ===============

NOTE 9.  REORGANIZATION ITEMS, NET AND OTHER CHARGES

         Reorganization items, net for the Predecessor Company 2002 Two Months
consist of:

                                                          Predecessor Company
                                                           February 28, 2002
                                                          -------------------
Professional fees                                           $        10,303
Claims settlement (a)                                                 4,757
Other                                                                 1,408
                                                            ---------------
                                                            $        16,468
                                                            ===============

------------------------------------
(a)      Includes estimated amounts for settlement of tax and administrative
         claims and prepetition claims and the associated legal fees.

         The above reorganization items include cash paid during the Predecessor
Company 2002 Two Months for professional fees and other of $3,905 and $148,
respectively.

REFINANCING COSTS

         During the 2001 First Quarter, the Predecessor Company recorded
approximately $4,047 of refinancing charges related to the proposed
restructuring of debt. The charges primarily included amounts paid prior to the
Petition Date for legal and advisory services and certain payments made in
connection with employee retention programs.

RESTRUCTURING CHARGES

         In the Reorganized Company 2002 One Month, the Company recorded charges
necessary for Products to move from a direct presence in The People's Republic
of China, Hong Kong and India to a presence through distributors. The charges,
excluding compensation amounts, were approximately $2,515 and related to costs
associated with doing business on a direct basis in these countries. The
Reorganized Company will record a charge of approximately $500 in the three
months ended June 30, 2002, related to compensation costs in connection with the
move to distributors.

         The Company continues to review its international operations in
Products and Centers and continues to pursue its restructuring efforts in
Products. The review of international operations includes the Company's
structure and commitments. While management of the Company cannot at this time
predict the outcome or results, if any, of these efforts and whether any
additional restructuring or other charges may be necessary, management presently
believes that such review and restructuring efforts will not have a material
adverse effect on the Company's financial position or results of operations.
However, there can be no assurances in this regard.


                                      13

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

OTHER CHARGES

         The Company recorded asset impairment charges of approximately $282 in
the Reorganized Company 2002 One Month. These charges relate to the Company's
moving to distributors in The People's Republic of China, Hong Kong and India.
The asset impairment charges in the 2001 First Quarter related to
under-performing bowling centers that were subsequently closed. For this
calculation, fair market value is generally determined based on the average
sales proceeds from previous sales of closed bowling centers.

NOTE 10.  INCOME TAXES

         The Company is projecting a net loss from its U.S. business activities
in its current tax year. The Company intends to fully reserve the net deferred
tax asset created during the current tax year in its U.S. business activities.
Therefore, the Company anticipates that its effective tax rate for its U.S.
business activities will be 0% and, accordingly, the Company has not recorded a
provision for income taxes for its U.S. business activities in the Reorganized
Company 2002 One Month. The provision for income taxes as recorded relates to
certain international business activities.

         The Company will be included in the consolidated federal and certain
consolidated state income tax returns of its former parent, AMF Bowling, through
March 8, 2002. There are uncertainties with respect to the application of
certain elections to be made in connection with such returns. These elections
will be made at the time such tax returns are filed. There can be no assurances
that the Internal Revenue Service or state taxing authorities will agree with
the elections made. Accordingly, any net operating losses ("NOLs") and tax
credits available to the Company may be substantially reduced or even eliminated
by the failure of the Internal Revenue Service or state taxing authorities to
agree with such elections. The income tax attributes of other assets may also be
reduced. To the extent the asset basis is reduced for income tax purposes,
depreciation or amortization of assets will also be reduced and, as a result,
the sale or other disposition of such assets may result in a greater tax.

         Realization of deferred tax assets associated with the NOLs and foreign
tax credit carryforwards is dependent on generating sufficient taxable income
prior to their expiration. Management believes there is risk that a portion of
the NOLs and foreign tax credit carryforwards may expire unused and,
accordingly, has established a valuation allowance. As discussed below, such
deferred tax assets will be substantially reduced due to the income tax
implications of the Chapter 11 proceeding.

         The Company must generally reduce its tax attributes, such as NOLs, tax
credits, capital loss carryforwards and tax basis in its assets, by any
cancellation of indebtedness ("COI") income realized. COI income is the amount
by which the indebtedness discharged in the Chapter 11 proceeding exceeds the
cost and the fair market value assigned to property. These circumstances will
result in a substantial reduction of the NOL's and tax credit carryforwards
which would have otherwise been available.

         Since the Plan provides for substantial changes in Worldwide's
ownership, there will also be annual limitations on the amount of federal and
certain state carryforwards on the Effective Date that the Company may be able
to utilize on the income tax returns filed in the future. This annual limitation
is estimated to be $10,600. The annual limitation may be increased or decreased
by certain transactions that result in recognition of either "built-in" gains or
losses, which are unrecognized gains or losses for income tax purposes existing
as of the Effective Date.

         For financial statement purposes, valuation reserves as of March 31,
2002 and December 31, 2001 offset all future tax benefits related to the
recognition of net operating losses. However, certain carryforwards may be
substantially reduced or eliminated upon emergence from Chapter 11 due to
adjustments required by the Code related to COI income.


                                      14

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

NOTE 11.  COMMITMENTS AND CONTINGENCIES

EQUIPMENT SALE BUYBACK AGREEMENTS AND OPERATING LEASE GUARANTEES

         In connection with certain equipment sales, AMF Products offers to
certain lenders and leasing companies outside of the U.S. an equipment buyback
agreement. The buyback price under such agreements is a portion of the debt
incurred by customers to finance the purchase of the equipment. The amount
outstanding related to buyback agreements, substantially all of which were
entered into prior to the Petition Date, is approximately $18,730 at March 31,
2002. If a customer defaults under an equipment loan or lease, AMF Products may
be requested to repurchase the equipment from the lender or leasing company and
would be at risk for the difference of the buyback price paid to the lender or
leasing company and the amount AMF Products could realize in re-selling the
equipment.

         In addition, in connection with two equipment sales prior to the
Petition Date, AMF Products guaranteed the operating real estate leases for the
bowling centers in Germany where the equipment was installed. The Company
disputes its obligation under these arrangements. The amount to be paid during
the lease periods related to such guarantees is approximately $5,015 at March
31, 2002. If either of the guarantees is successfully invoked, AMF Products is
obligated to take over the operation of the bowling center.

         The obligations under the buyback agreements and the operating real
estate lease guarantees that were incurred prior to the Petition Date were
impaired under the Plan. Therefore, management believes the beneficiaries of
such agreements are only entitled to their distributions as unsecured creditors
of the Company under the Plan.

         From time to time, customers default on their obligations to lenders
and leasing companies that are beneficiaries of buy back agreements and
operating lease guarantees and the Company expects that in the future, if
defaults occur, beneficiaries may attempt to enforce the agreements and
guarantees against AMF Products.

ASSET SALES

         From time to time, in connection with the closing of bowling centers or
whenever there is a commercially attractive offer to buy the real estate on
which a bowling center is being operated, the Company attempts to sell such
assets. In addition, in the course of its business, the Company has parcels of
excess real estate that it attempts to sell.

         At the present time, the Company has five contracts to sell excess real
estate and equipment in the U.S. and one contract to sell the land and building
associated with an operating bowling center in the United Kingdom. The aggregate
purchase price under the six contracts is approximately $7,000. The Company
expects these contracts, which are subject to customary terms and contingencies,
to close prior to the end of July 2002. However, there can be no assurance that
the terms and contingencies will be satisfied or that the closings will occur.

LITIGATION AND CLAIMS

         The Company emerged from Chapter 11 on March 8, 2002 and accordingly no
longer operates under the constraints of Chapter 11. Under the Plan, however,
the Bankruptcy Court retained jurisdiction over certain matters, including
matters relating to claims objections, executory contracts and unexpired leases,
litigation pending in the Bankruptcy Court at the time of confirmation,
litigation the Company or other parties may commence relating to the Chapter 11
proceeding, and specific matters relating to the implementation and consummation
of the Plan.

         In June 1998, Harbin Hai Heng Bowling Entertainment Co. Ltd. ("Hai
Heng") filed an action against AMF Products, in the Harbin Intermediate People's
Court in Heilongjing, the People's Republic of China. Hai Heng sought to recover
$3,000 to $4,000 in damages relating to equipment purchased from AMF Products.
Hai Heng asserted the poor quality of the equipment entitled Hai Heng to recover
the purchase price and damages for lost profits and the cost of storing the
equipment.

                                      15

<PAGE>

                             AMF BOWLING WORLDWIDE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

         In November 1998, the Intermediate Court awarded Hai Heng approximately
$3,500. AMF Products appealed the award to the High People's Court of
Heilongjing Province (the "People's Court"). Prior to completion of the appeal
review, the President of the People's Court in February 1999 issued a judgment
in favor of Hai Heng for approximately $2,800 and ordered Hai Heng to return a
portion of the equipment to AMF Products. AMF Products filed an appeal to the
Supreme People's Court in Beijing, the People's Republic of China (the "Supreme
Court"). The Supreme Court declined to review the case and the People's Court
judgment is now final.

         AMF Products and Hai Heng have signed a settlement agreement under
which the judgment of the People's Court against AMF Products will be satisfied
in full by AMF Products paying Hai Heng $150 and not disputing Hai Heng's
seizure of approximately $940 formerly on deposit in AMF Products' Beijing bank
account. Hai Heng has refused to complete the terms of the settlement.

         On January 19, 2001, AMF Products entered into an administrative
Consent Order with the New York State Department of Environmental Conservation
("DEC"), whereby AMF Products agreed to submit an approvable engineering report
and implement a schedule for installation of new control equipment and boiler
upgrades and perform stacks tests to ensure compliance of its 22.8 MBtu per hour
wood fired boiler with New York State air emission requirements. AMF Products
also agreed to pay a $15 penalty of which $5 was suspended. On April 17, 2002,
AMF Products and DEC entered into an Amended Consent Order relating to the same
matter, which resolved allegations by DEC that AMF Products did not comply with
the schedule under the Consent Order. The Amended Consent Order increased the
penalty from the original $15 to $50 with $40 being suspended. This $40 will be
extinguished when AMF Products fulfills its obligations under the Amended
Consent Order. The Amended Consent Order provides an extended schedule for
submission of the approvable engineering report and for the installation of new
control equipment and boiler upgrades and the performance of stack tests.

         The Company currently and from time to time is subject to claims and
actions arising in the ordinary course of its business, including environmental
claims, employee and workers' compensation claims and personal injury claims
from customers of Centers. 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 the Company is involved are not expected to have a
material adverse impact on its financial position or results of operations.
However, it is not possible to predict the outcome of such claims and actions.

         AMF Products recently began a review of claims and other legal matters
outside of the U.S. involving AMF Products and related to the sale of NCPs and
other bowling equipment. This review is ongoing and at this time has revealed
that customers in Germany have raised product quality and shipping issues,
either in response to collection lawsuits or in suits initiated by customers
against AMF Products. Management of the Company cannot predict the outcome of
such claims and other legal matters or whether they will have a material adverse
impact on the Company's financial position or results of operations.

NOTE 12.  EQUITY

         The Company's equity at March 31, 2002 and December 31, 2001, consists
of:

<TABLE>
<CAPTION>
                                                               Reorganized Company           Predecessor Company
                                                                  March 31, 2002              December 31, 2001
                                                           ---------------------------     --------------------
<S>                                                             <C>                           <C>
Common Stock                                                    $              100            $            -
Paid-in capital                                                            211,800                    1,047,529
Retained earnings (deficit)                                                  4,697                     (781,991)
Accumulated other comprehensive income (loss)                                1,256                      (36,004)
                                                                ------------------            -----------------
                                                                $          217,853            $         229,534
                                                                ==================            =================
</TABLE>

         The authorized capital stock of Worldwide, after the Effective Date,
consists of 20,000,000 shares of New AMF Common Stock and 5,000,000 shares of
voting preferred stock (the "Preferred Stock"), par value $0.01 per share.

                                      16

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

         At March 31, 2002, the Common Stock reflects all of the shares that
will ultimately be issued in connection with the Plan. There were 9,250,000
shares outstanding on the Effective Date. The remaining shares of New AMF Common
Stock will be issued as claims are resolved in accordance with the Plan.

         Prior to the Effective Date, Worldwide had 100 shares of common stock,
par value $0.01 per share, issued and outstanding. These shares were owned by
Worldwide's former direct parent, Group Holdings. On March 8, 2002, such shares
were cancelled and the Reorganized Company's affiliation with Group Holdings
ceased.

         In conjunction with fresh start accounting, the historical amount of
common stock, paid-in capital, deficit and accumulated other comprehensive loss
were eliminated as of February 28, 2002.

         Under the Plan, an aggregate of 9,250,000 shares of New AMF Common
Stock were issued as of the Effective Date to the Former Secured Creditors. On
April 29, 2002, Worldwide issued an aggregate 705,515 shares of New AMF Common
Stock, 1,660,036 Series A Warrants and 1,621,874 Series B Warrants to the
holders of the Old Subordinated Notes. An additional 44,485 shares of New AMF
Common Stock, 104,670 Series A Warrants and 102,264 Series B Warrants will be
issued from time to time in accordance with the terms of the Plan to the
Remaining Former Unsecured Creditors in full satisfaction of their claims.

         Worldwide adopted a 2002 Stock Option Plan (the "2002 Stock Option
Plan") that became effective pursuant to the Plan on the Effective Date.
Worldwide is authorized to issue up to 1,839,388 shares of New AMF Common Stock
under the terms of the 2002 Stock Option Plan (subject to adjustments for
changes in the Company's capital structure as provided under the 2002 Stock
Option Plan) pursuant to stock options that may be granted to certain officers,
employees, consultants, and non-employee directors of Worldwide and its
affiliates. Worldwide's Compensation Committee is authorized to make grants and
various other decisions under the 2002 Stock Option Plan and to make
determinations as to a number of the terms of awards granted under the 2002
Stock Option Plan. As of the Effective Date, Worldwide granted 919,282 stock
options under the 2002 Stock Option Plan. The options were granted at an
exercise price of $21.19 per share, vest over a three year period beginning on
the first anniversary of the Effective Date and expire on the seventh
anniversary of the Effective Date.

         As of the Effective Date, the Chief Executive Officer was granted a
restricted stock award of 153,282 shares of New AMF Common Stock. The grant is
subject to the terms of a Restricted Stock Award Agreement dated February 1,
2002. One-third of the restricted shares vest after each of the first, second
and third anniversaries of the Effective Date, subject to his employment with
Worldwide on such date. If his employment is terminated by Worldwide other than
for Cause (as defined in the Restricted Stock Award Agreement) or he terminates
his employment for Good Reason (as also defined in the agreement) before the
first anniversary of the Effective Date, he will become immediately vested in
one-third of the shares subject to the award. If such termination occurs after
the first anniversary of the Effective Date but before all of the shares have
become vested, he will become vested in a pro-rated portion of one-third of the
shares subject to the award (based on the number of days that have elapsed since
the most recent anniversary of the Effective Date). Compensation expense of
approximately $3,248 associated with the restricted stock will be recorded over
the vesting period.

                                      17

<PAGE>

                            AMF BOWLING WORLDWIDE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

NOTE 13.  BUSINESS SEGMENTS

         The Company operates in two business segments: operation of bowling
centers and manufacture and sale of bowling and related products. Information
concerning these operations is presented below (in millions):

<TABLE>
<CAPTION>
                                                                  Reorganized Company
                                                                One Month ended March 31, 2002
                                --------------------------------------------------------------------------------------------------
                                            Centers                       Products
                                -----------------------------   -----------------------------
                                           Inter-       Sub-              Inter-      Sub-
                                  U.S.    national     Total     U.S.    national     total     Corporate    Eliminations    Total
                                  ---     --------     -----     ---     --------     ----      --------     ------------    -----
<S>                            <C>        <C>       <C>       <C>        <C>         <C>         <C>            <C>         <C>
Revenue from unaffiliated
customers                      $  50.7    $  9.2    $  59.9   $  5.2     $  2.2      $  7.4       $  -          $  -        $  67.3
Intersegment sales                   -         -          -      0.2        1.4         1.6          -            (1.6)          -
Operating income (loss)           13.4       1.2       14.6     (1.1)      (2.8)       (3.9)       (1.8)           0.1          9.0
Total assets                     536.0      96.0      632.0     77.3       41.0       118.3        28.4            6.4        785.1
Depreciation and amortization      6.5       0.9        7.4      0.4         -          0.4         0.1           (0.1)         7.8
Capital expenditures               1.6       0.5        2.1      0.2         -          0.2         0.3             -           2.6

</TABLE>


<TABLE>
<CAPTION>



                                                                  Predecessor Company
                                                            Two Months ended February 28, 2002
                                --------------------------------------------------------------------------------------------------
                                              Centers                        Products
                                -----------------------------   -----------------------------
                                           Inter-       Sub-              Inter-      Sub-
                                  U.S.    national     Total     U.S.    national     total     Corporate    Eliminations    Total
                                  ---     --------     -----     ---     --------     ----      --------     ------------    -----
<S>                            <C>        <C>       <C>       <C>        <C>         <C>         <C>            <C>         <C>
Revenue from unaffiliated
customers                      $  93.1    $ 18.2    $ 111.3   $  6.5     $  5.0      $ 11.5       $  -          $  -        $ 122.9
Intersegment sales                   -         -          -      0.5        1.7         2.2          -            (2.2)          -
Operating income (loss)           19.0       1.7       20.7     (2.9)         -        (2.9)       (3.3)           0.2         14.7
Total assets                     538.5      92.6      631.1     79.4       33.8       113.2        37.1            6.2        787.6
Depreciation and amortization     13.6       2.2       15.8      1.3        0.1         1.4         0.1           (0.2)        17.1
Capital expenditures               1.1       0.5        1.6      0.4        0.1         0.5         0.4             -           2.5
</TABLE>


<TABLE>
<CAPTION>


                                                                  Predecessor Company
                                                            Three Months ended March 31, 2002
                                --------------------------------------------------------------------------------------------------
                                              Centers                        Products
                                -----------------------------   -----------------------------
                                           Inter-       Sub-              Inter-      Sub-
                                  U.S.    national     Total     U.S.    national     total     Corporate    Eliminations    Total
                                  ---     --------     -----     ---     --------     ----      --------     ------------    -----
<S>                            <C>        <C>       <C>       <C>        <C>         <C>         <C>            <C>         <C>
Revenue from unaffiliated
customers                      $ 145.7    $ 28.4    $ 174.1   $ 11.8     $ 19.8      $ 31.6       $  -          $  -        $ 205.7
Intersegment sales                   -         -          -      3.0        0.9         3.9          -            (3.9)          -
Operating income (loss)           27.9       1.5       29.4     (7.2)      (0.1)       (7.3)       (6.6)           0.3         15.8
Total assets                     749.2     285.2    1,034.4    567.4       62.4       629.8        13.1            5.4      1,682.7
Depreciation and amortization     22.1       5.5       27.6      6.1        0.2         6.3         0.3           (0.3)        33.8
Capital expenditures               3.0       1.4        4.4      0.3        0.3         0.6          -              -           5.0

</TABLE>

                                      18

<PAGE>

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

CHAPTER 11 AND EMERGENCE

         On the Petition Date, the Debtors filed voluntary petitions for relief
under Chapter 11 with the Bankruptcy Court. During the Chapter 11 proceeding,
the Debtors managed and operated their assets and businesses as
debtors-in-possession subject to the supervision and orders of the Bankruptcy
Court. Subsequent to the Petition Date, AMF Bowling, the Company's former
indirect parent, filed a separate petition for relief under Chapter 11.

         On February 1, 2002, the Bankruptcy Court confirmed the Plan of the
Debtors. The Plan became effective March 8, 2002, which is the date on which the
Debtors formally emerged from Chapter 11. As part of the Plan, Worldwide entered
into the New Credit Agreement with Bankers Trust Company, as Administrative
Agent, and certain other lenders. Worldwide also entered into the New Indenture
providing for the issuance of the New Subordinated Notes. Pursuant to the Plan,
as of the Effective Date, the Old Credit Agreement, the Old Subordinated Notes
and substantially all of the Company's other pre-petition indebtedness were
discharged and terminated.

         As of February 28, 2002, the Reorganized Company reflected the
borrowing of $290.0 million under the Term Facility and $10.0 million under the
Revolver provided by the New Credit Agreement. These funds were used to make
cash payments to satisfy certain claims and expenses required to be paid in cash
under the Plan. Subsequently, the outstanding $10.0 million borrowing under the
Revolver was repaid. The Revolver remains available for the Reorganized
Company's working capital and general corporate needs, subject to customary
borrowing conditions.

         Pursuant to the Plan, on March 8, 2002, the shares of common stock of
Worldwide formerly held by Group Holdings were cancelled. Worldwide issued
9,250,000 shares of New AMF Common Stock and $150.0 million in New Subordinated
Notes and paid $286.7 million in cash to the Former Secured Creditors in full
satisfaction of their claims.

         On April 29, 2002, Worldwide distributed to the holders of the Old
Subordinated Notes 705,515 shares of New AMF Common Stock, 1,660,036 Series A
Warrants and 1,621,874 Series B Warrants in full satisfaction of their claims.
In addition, Worldwide will distribute to the Remaining Former Unsecured
Creditors up to 44,485 shares of New AMF Common Stock, 104,670 Series A Warrants
and 102,264 Series B Warrants in full satisfaction of their claims.
Distributions of these securities will occur from time to time pursuant to and
in accordance with the terms of the Plan. Worldwide is not required to make any
cash distribution to the Remaining Former Unsecured Creditors. The number of
shares of New AMF Common Stock and Warrants to be distributed to individual
Remaining Former Unsecured Creditors is contingent upon the resolution of their
individual claims in the Bankruptcy Court.

         AMF Bowling, the indirect parent of Worldwide prior to the Effective
Date, did not receive any distribution under the Plan based upon its equity
interest in Group Holdings. The Reorganized Company no longer has any
affiliation with either AMF Bowling or Group Holdings and the New AMF Common
Stock, which represents the equity ownership of Worldwide, is distinct from the
shares of common stock of AMF Bowling that remain outstanding at this time.
Management of Worldwide understands that AMF Bowling has filed a liquidating
Chapter 11 plan.

BACKGROUND

         To facilitate a meaningful comparison, certain portions of this
Management's Discussion and Analysis of Financial Condition and Results of
Operations discuss results of Centers and Products separately.

         The results of operations of Centers, Products and the consolidated
group of companies are set forth below. The business segment results presented
below are before intersegment eliminations since the Company's management
believes this provides a more accurate comparison of performance by segment. The
intersegment

                                      19

<PAGE>

eliminations are included in the consolidated results and are not material. The
comparative results of Centers for the 2002 First Quarter versus the 2001 First
Quarter reflect the closing of three centers and the opening of one center.

         The following discussion should be read in conjunction with the interim
condensed consolidated financial statements of the Company and the notes thereto
set forth in this Quarterly Report on Form 10-Q. 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.

         The results discussed below include operating results expressed in
terms of EBITDA, which represents earnings before net interest expense,
provision for income taxes, depreciation and amortization, restructuring
refinancing and other charges, and reorganization items, net. EBITDA information
is included because the Company understands that such information is a standard
measure commonly reported and widely used by certain investors and analysts.
EBITDA is not intended to represent and should not be considered more meaningful
than, or an alternative to, other measures of performance determined in
accordance with generally accepted accounting principles.

<TABLE>
<CAPTION>
                                                     Reorganized Company                     Predecessor Company
                                           ------------------------------------    ----------------------------------------
                                            Three months ended  One month ended     Two months ended    Three months ended
                                            March 31, 2002 (a)   March 31, 2002     February 28, 2002      March 31, 2001
                                            -----------------    --------------     -----------------      --------------
                                                                       (dollars in millions)

Centers (before intersegment eliminations)
-------
<S>                                         <C>                   <C>             <C>                 <C>
Operating revenue                           $        171.2        $       59.9    $         111.3     $      174.1
Costs of goods sold                                   16.2                 5.6               10.6             16.7
Bowling center operating expenses                     94.5                31.6               62.9             97.7
Selling, general, and administrative
   expenses                                            1.9                 0.6                1.3              1.9
Restructuring, refinancing and other
   charges                                             0.1                 -                  0.1              0.8
Depreciation and amortization                         23.2                 7.4               15.8             27.6
                                            --------------        ------------    ---------------     ------------
     Operating income                       $         35.3        $       14.6    $          20.7     $       29.4
                                            ==============        ============    ===============     ============
Selected Data
     EBITDA                                           58.6                22.1               36.5             57.8
     EBITDA Margin                                    34.2%               36.8%              32.8%            33.2%

Products (before intersegment elminations)
--------
Operating revenue                           $         22.7        $        9.0    $          13.7     $       35.5
Costs of goods sold                                   18.0                 6.6               11.4             29.5
                                            --------------        ------------    ---------------     ------------
     Gross profit                                      4.6                 2.4                2.3              6.0
Selling,   general,   and   administrative
   expenses                                            6.6                 3.1                3.5              6.8
Restructuring,   refinancing   and   other
   charges                                             3.1                 2.8                0.3              0.2
Depreciation and amortization                          1.8                 0.4                1.4              6.3
                                            --------------        ------------    ---------------     ------------
     Operating loss                         $         (6.9)       $       (3.9)   $          (2.9)    $       (7.3)
                                            ==============        ============    ===============     ============
Selected Data
     EBITDA                                           (l.9)               (0.7)              (1.2)            (0.8)
     EBITDA margin                                    -8.4%               -7.8%              -8.8%            -2.3%

Consolidated
------------
Operating revenue                           $        190.2        $       67.3    $         122.9     $      205.7
Costs of goods sold                                   30.8                10.8               20.0             42.6
Bowling center operating expenses                     94.6                31.9               62.7             97.4
Selling, general, and administrative
   expense                                            13.0                 5.0                8.0             12.0
Restructuring, refinancing and other
   charges                                             3.1                 2.8                0.3              4.0
Depreciation and amortization                         24.9                 7.8               17.1             33.8
                                            --------------        ------------    ---------------     ------------
     Operating income                                 23.6                 9.0               14.7             15.8
Interest expense, net                                 12.1                 4.0                8.1             37.8
Other expense (income), net                            0.7                (0.2)               0.9              4.5
                                            --------------        ------------    ---------------     ------------
     Income (loss) before reorganization
        items, net and fresh start
        accounting adjustments                        10.8                 5.2                5.6            (26.5)
Reorganization items, net                             16.5                 -                 16.5              -
Fresh start accounting adjustments                    64.5                 -                 64.5              -
                                            --------------        -------------   ---------------     ------------
     Income (loss) before provision for income
       taxes, extraordinary item, and
       cumulative effect of change in
       accounting for goodwill                       (70.2)                5.2              (75.3)           (26.5)
Provision for income taxes                             0.4                 0.4               -                 2.8
                                            --------------        ------------    ---------------     ------------
     Net income (loss) before
        extraordinary item and cumulative
        effect in change of accounting for
        goodwill                                     (70.7)                4.7              (75.3)           (29.2)
Extraordinary item - gain on debt                    774.8                 -                774.8              -
   discharge, net
Cumulative effect of change in accounting
         for goodwill                               (718.4)                -               (718.4)             -
                                            --------------        -------------   ---------------     ------------
     Net income (loss)                      $        (14.3)       $        4.7    $         (19.0)    $      (29.2)
                                            ==============        =============   ===============     ============
</TABLE>

                                      20

<PAGE>
---------------------------------
(a)   The results for the three months ended March 31, 2002 reflect the
      combination of the Reorganized Company 2002 One Month and the Predecessor
      Company 2002 Two Months.

CENTERS

     Centers results reflect all bowling centers operations. To facilitate a
meaningful comparison, the constant center results discussed below reflect the
results of 514 centers that were in operation one full fiscal year as of
December 31, 2001. The discussion of new center results reflects the results of
one center that has been in operation less than one full fiscal year as of
December 31, 2001. Centers derives its revenue from three principal sources: (i)
bowling, (ii) food and beverage and (iii) other, including shoe rental,
amusement machines, billiards and pro shops ("Ancillary Sources"). In the 2002
First Quarter, bowling, food and beverage and Ancillary Sources represented
59.3%, 27.4% and 13.3% of total Centers revenue, respectively. In the 2001 First
Quarter, bowling, food and beverage and Ancillary Sources represented 59.0%,
27.6% and 13.4% of total Centers revenue, respectively.

2002 First Quarter compared to 2001 First Quarter

         Centers operating revenue was down $2.9 million or 1.7% compared with
the 2001 First Quarter, of which $2.0 million relates to centers that were
closed in the prior year. U.S. constant center revenue was flat as compared with
the 2001 First Quarter primarily as a result of higher average price per game
offsetting a decline in the number of games bowled. International constant
centers operating revenue decreased $0.9 million or 3.3% primarily due to a
decrease in bowling revenue. Negative foreign exchange rate variance accounted
for $0.5 million of the decline in revenue for international constant centers.

         Costs of goods sold decreased $0.5 million due to a decrease in
constant center food and beverage revenue and as a result of center closings.

         Operating expenses decreased $3.2 million or 3.3%. A decrease of $2.0
million was attributable to constant centers and was primarily the result of
decreased advertising and promotion expense. A decrease of $1.5 million was
attributable to closed centers. As a percentage of revenue, Centers operating
expenses were 55.2% for the 2002 First Quarter compared with 56.1% for the 2001
First Quarter.

         Centers selling, general and administrative expenses were flat for the
2002 First Quarter compared to the 2001 First Quarter.

         EBITDA increased $0.8 million or 1.4% versus the 2001 First Quarter
primarily due to decreased operating expenses more than offsetting the decline
in revenue. EBITDA margin for the 2002 First Quarter was 34.2% compared with
33.2% for the 2001 First Quarter.

PRODUCTS

2002 First Quarter compared to 2001 First Quarter

         Products operating revenue decreased $12.8 million or 36.1%. The
absence of a strong market, such as the Asia Pacific region in the mid-1990's,
increased price pressure, competition from smaller manufacturers in certain
product lines, competition in general and the lingering effects of technical
difficulties in the scoring and back office systems introduced in 1998 continue
to adversely impact results. Management believes the Chapter 11 proceeding may
have adversely impacted some sales opportunities.

         Gross profit decreased $1.4 million or 23.3% primarily as a result of
the significant decrease in revenue. Gross profit margin was 20.3% in the 2002
First Quarter compared to 16.9% in the 2001 First Quarter. The improved margin
percentage was primarily due to reductions in warranty expense, freight costs
and efficiencies in labor.

         Products selling, general and administrative expenses decreased $0.2
million or 2.9% as compared with the 2001 First Quarter. An increase of $0.7
million in the 2002 First Quarter versus the 2001 First Quarter was due to

                                      21

<PAGE>

recording of charges for recently discovered legal matters and claims in Germany
and an increase in the reserve for expenses involving a former employee.

RESTRUCTURING

         In the Reorganized Company 2002 One Month, Products recorded
restructuring charges necessary to move from a direct presence in The People's
Republic of China, Hong Kong and India to a presence through distributors. The
charges, excluding compensation amounts, were approximately $2.5 million and
related to costs associated with doing business on a direct basis in these
countries. In addition, in the Reorganized Company 2002 One Month Products
recorded an asset impairment charge of $0.3 million related to the move to
distributors. Products will record a charge of approximately $0.5 million in the
three months ended June 30, 2002 related to compensation costs in connection
with the move to distributors.

         The Company continues to review its international operations in
Products and Centers and continues to pursue its restructuring efforts in
Products. The review of international operations includes the Company's
structure and commitments. While management of the Company cannot at this time
predict the outcome or results, if any, of these efforts and whether any
additional restructuring or other charges may be necessary, management presently
believes that such review and restructuring efforts will not have a material
adverse effect on the Company's financial position or results of operations.
However, there can be no assurances in this regard.


CONSOLIDATED

         Consolidated revenue for the 2002 First Quarter was $190.2 million, a
decrease of $15.5 million or 7.5% compared with the 2001 First Quarter. EBITDA
was $51.6 million, a decrease of $2.0 million or 3.7% below the 2001 First
Quarter.

Depreciation and Amortization

         Depreciation and amortization decreased $8.9 million or 26.3% in the
2002 First Quarter compared with the 2001 First Quarter. This change was
primarily due to the write off of $718.4 million of goodwill as of January 1,
2002 in accordance with the Company's adoption of SFAS No. 142 "Goodwill and
Other Intangible Assets."

Interest Expense

         Gross interest expense decreased $26.2 million or 68.2% in the 2002
First Quarter compared with the 2001 First Quarter. From January 1, 2002 through
the Effective Date, the Company did not accrue approximately $11.5 million of
interest on its prepetition subordinated debt. The debt was materially impaired
or discharged in the Chapter 11 proceeding. Interest expense on the Bank Debt
during the 2001 First Quarter included an additional $2.8 million of default
interest related to the Company's default under the Old Credit Agreement. After
the Petition Date, the Company did not pay the 2.0% increment for default
interest. See "Note 7. Long-Term Debt" in the Notes to the Condensed
Consolidated Financial Statements and "-- Liquidity" and "-- Capital Resources"
for further description of the debt.

Provision for Income Taxes

         The Company is projecting a net loss from its U.S. business activities
in its current tax year. The Company intends to fully reserve the net deferred
tax asset created during the current tax year in its U.S. operations. Therefore,
the Company anticipates that its effective tax rate for its U.S. business
activities will be 0% and, accordingly, the Company has not recorded a provision
for income taxes for its U.S. business activities in the Reorganized Company
2002 One Month. The provision for income taxes as recorded relates to certain
international business activities. See "Note 10. Income Taxes" in the Notes to
the Condensed Consolidated Financial Statements for a further discussion of
income tax related matters.

Net Loss

         Net loss in the 2002 First Quarter totaled $14.3 million compared with
a net loss of $29.2 million in the 2001 First Quarter. In addition to the impact
of changes in EBITDA, depreciation and amortization, interest and provisions for
income taxes discussed above, the Company recorded non-recurring amounts
associated with: change in accounting for goodwill, $718.4 million; gain on debt
discharge, net, $774.8 million; reorganization items, net, $16.5 million; and
fresh start accounting adjustments, $64.5 million.

                                      22

<PAGE>

LIQUIDITY - CAPITAL RESOURCES - ASSET SALES - CAPITAL EXPENDITURES

General

         The Predecessor Company's indebtedness under the Old Credit Agreement
consisted of a $255.0 million Bank Facility and $365.1 million Term Facilities.
This indebtedness was discharged and terminated in the Chapter 11 proceeding.

         During the Chapter 11 proceeding, the Predecessor Company had a DIP
Loan. There were no amounts outstanding under the DIP Loan between December 31,
2001 and the Effective Date and the DIP Loan was discharged and terminated on
the Effective Date.

         As of February 28, 2002, the Company entered into the New Credit
Agreement. The New Credit Agreement provides for a $290.0 million Term Facility
and a $60.0 million Revolver. The proceeds of the Term Facility and
approximately $10.0 million of the Revolver were used to make cash payments to
satisfy certain claims and expenses required to be paid in cash under the Plan.
Subsequent to the Effective Date, the outstanding $10.0 million borrowing under
the Revolver was repaid. As of May 3, 2002, there were no outstanding borrowings
under the Revolver. The Revolver continues to be available for the Company's
working capital and general corporate needs, subject to customary borrowing
conditions.

         Based on the amounts outstanding under the New Credit Agreement at May
3, 2002 ($290.0 million under the Term Facility and nothing under the Revolver)
and assuming interest accrues under the Eurodollar borrowing option based on
3-month LIBOR of 1.92%, the Company expects that the interest payable under the
New Credit Agreement (excluding amortization of deferred financing costs and
commitment fees and letter of credit fees payable under the Revolver) and the
New Subordinated Notes, will be approximately $38.5 million annually, assuming
interest rates and applicable margins remain at current levels.

         Both the New Credit Agreement and the New Indenture contain certain
restrictive covenants, including the achievement of certain financial covenants
and maximum levels of capital expenditures.

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

Liquidity

         Working capital as of March 31, 2002 was $0.0 million compared with
negative working capital of $613.4 million at December 31, 2001, an increase of
$613.4 million. As a result of a default under the Old Credit Agreement, the
Company's debt was reclassified as current at December 31, 2000. Decreases in
working capital at March 31, 2002 compared to December 31, 2001 were
attributable to a decrease of $3.4 million in receivables and an increase of
$15.6 million in accrued expenses. These decreases in working capital were
offset by an increase in working capital attributable to a decrease of $599.8
million in current portion of long-term debt, resulting primarily from the
extinguishment of certain prepetition long-term debt, an increase in cash and
cash equivalents of $21.5 million and an increase of $9.1 million in inventory.

         Net cash provided by operating activities was $20.4 million in the 2002
First Quarter as compared with a net cash use of $1.4 million in the 2001 First
Quarter, a difference of $21.8 million. Increases resulted from: (i) $14.3
million net loss in the 2002 First Quarter compared with $29.2 million net loss
in the 2001 First Quarter; (ii) $718.4 million attributable to a change in
accounting for goodwill; (iii) $31.7 million attributable to changes in accounts
payable and accrued expenses; (iv) $64.5 million due to fresh start accounting
adjustments; and (v) $5.6 million attributable to changes in other operating
activities. These increases were partially offset by decreases of: (i) gain on
debt discharge of $774.8 million; (ii) $8.9 million attributable to a reduction
in depreciation and amortization; (iii) $10.6 million attributable to increased
other assets; (iv) $12.3 million due to the change in levels of inventories;

                                      23

<PAGE>

(v) $6.5 million attributable to decreased amortization of bond discount; and
(vi) $0.2 million due to gain on sale of property.

         Net cash used in investing activities was $5.1 million for the 2002
First Quarter compared with $4.9 million in the 2001 First Quarter, a difference
of $0.2 million. Purchases of property and equipment increased by $0.1 million
in the 2002 First Quarter. Proceeds from the sale of property and equipment
decreased by $0.1 million in the 2002 First Quarter.

     Net cash of $3.3 million was provided by financing activities in the 2002
First Quarter compared with no net cash provided in the 2001 First Quarter, a
difference of $3.3 million. Proceeds from long-term debt exceeded repayments by
$3.3 million. During the 2002 First Quarter, the Company borrowed and repaid
$10.0 million under the Revolver.

     As a result of the aforementioned, cash increased by $21.5 million in the
2002 First Quarter compared with a decrease of $3.9 million in the 2001 First
Quarter.

Capital Resources

         As of March 31, 2002, the Company's debt consisted of $290.0 million of
borrowings under the Term Facility, $150.0 million of New Subordinated Notes and
$3.1 million represented by one mortgage note and one capitalized equipment
lease. As of March 31, 2002, the Company had $55.4 million available for
borrowing under the Revolver, with no amounts outstanding and $4.6 million of
issued but undrawn standby letters of credit. See "Note 1. Business Description
- Organization, Chapter 11 and Emergence" and "Note 7. Long-Term Debt" in the
Notes to Condensed Consolidated Financial Statements.

         During the 2002 First Quarter, the Company funded its cash primarily
through cash flows from operations. The Company incurred cash interest expense
of $12.0 million during the 2002 First Quarter, including $9.1 million under the
Bank Debt and $1.6 million under the Exit Facility. During the 2002 First
Quarter, there were no principal payments made under the Old Credit Agreement.
On the Effective Date, the Reorganized Company borrowed $10.0 million under the
Revolver, which amount was repaid prior to March 31, 2002. The Reorganized
Company has made no principal payments on the Term Facility.

         From January 1, 2002 through the Effective Date, the Company did not
accrue approximately $11.5 million of interest on its prepetition subordinated
debt. The debt was materially impaired or discharged in the Chapter 11
proceeding.

         As of December 31, 2001, the Company's debt consisted primarily of
$616.4 million of borrowings under the Old Credit Agreement, $3.1 million
represented by one mortgage note and one capitalized equipment lease, $250.0
million of Old Senior Subordinated Notes and $277.0 million of Old Senior
Subordinated Discount Notes. As of December 31, 2001, the borrowings outstanding
under the Old Credit Agreement consisted of $365.1 million under the Term
Facilities and $251.3 million under the Bank Facility.

         As of December 31, 2001, the Company had no ability to borrow under the
Old Credit Agreement. As of December 31, 2001, the Company had $70.9 million
available for borrowing under the DIP Loan, with no outstanding borrowings and
$4.1 million of issued but undrawn standby letters of credit.

Asset Sales

         At the present time, the Company has five contracts to sell excess real
estate and equipment in the U.S. and one contract to sell the land and building
associated with an operating bowling center in the United Kingdom. The aggregate
purchase price under the six contracts is approximately $7.0 million. The
Company expects these contracts, which are subject to customary terms and
contingencies, to close prior to the end of July 2002. However, there can be no
assurance that the terms and contingencies will be satisfied or that the
closings will occur.

                                      24

<PAGE>

Capital Expenditures

         The Company's capital expenditures were $5.1 million in the 2002 First
Quarter compared with $5.0 million in the 2001 First Quarter, an increase of
$0.1 million. Products expenditures increased $0.8 million. Company-wide
information systems expenditures decreased $1.0 million. Centers maintenance and
modernization expenditures decreased by $0.6 million.

SEASONALITY AND MARKET DEVELOPMENT CYCLES

         The Centers business is seasonal. Cash flows typically peak in the
winter and are lower in the summer.

         Products sales are also seasonal. The beginning of league play in the
fall of each year drives the U.S. market, which is primarily a market for
Modernization and Consumer Products and with the decline in demand for NCPs, is
the largest market for Products. While bowling center proprietors in the U.S.
purchase consumer products throughout the year, they often place larger orders
during the summer in preparation for the start of league play in the fall.
Summer is also generally the peak period for installation of modernization
equipment. These proprietors typically sign purchase orders for modernization
equipment during the spring after they have indications of fall league sign ups.
Modernization equipment is then shipped and installed during the summer when
U.S. bowling centers have generally fewer bowlers.

INTERNATIONAL OPERATIONS

         The Company's international operations are subject to the usual risks
inherent in operating internationally, including, but not limited to, currency
exchange rate fluctuations, economic and political instability, other disruption
of markets, restrictive laws, tariffs and other actions by foreign governments
(such as restrictions on transfer of funds, import and export duties and quotas,
foreign customs, tariffs and value added taxes and unexpected changes in
regulatory environments), difficulty in obtaining distribution and support for
products, the risk of nationalization, the laws and policies of the U.S.
affecting trade, international investment and loans, and foreign tax law
changes. As is the case of other U.S.-based manufacturers with export sales,
local currency devaluation increases the cost of Products' bowling equipment in
that market. As a result, a strengthening U.S. dollar exchange rate may
adversely impact sales volume and profit margins during such periods.

         Foreign currency exchange rates also impact the translation of
operating results from international bowling centers. Revenue and EBITDA of
international bowling centers represented 14.4% and 11.8% of consolidated
revenue and EBITDA, respectively, in the 2002 First Quarter. Revenue and EBITDA
of international bowling centers represented 13.8% and 13.4% of consolidated
revenue and EBITDA, respectively, in the 2001 First Quarter.

IMPACT OF INFLATION

         The Company historically offsets the impact of inflation through price
increases. Periods of high inflation could have a material adverse impact on the
Company 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 the
Company's operations as a result of inflation during the 2002 First Quarter and
the 2001 First Quarter, respectively.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to market risk from changes in foreign currency
exchange rates and interest rates, which could impact its results of operations
and financial condition. The Company manages its exposure to these risks through
its normal operating and financing activities and through the use of interest
rate cap agreements with respect to interest rates. At March 31, 2002, there
were no interest rate cap agreements outstanding and there were no other
material derivative instrument transactions during any of the periods presented.
Under the New Credit Agreement, the Company may be required to enter into
interest rate cap agreements. In addition, management periodically reviews its
exposure to changes in interest rates and may enter into interest rate cap
agreements as it deems appropriate.

                                      25

<PAGE>

         The Company has not hedged against exchange rate movements relative to
its investment in foreign operations. As in the case of other U.S.-based
manufacturers with export sales, local currency devaluation increases the cost
of the Company's bowling equipment in that market. As a result, a strengthening
U.S. dollar exchange rate may adversely impact sales volume and profit margins
during such periods. Foreign currency exchange rates can also impact the
translation of operating results from international bowling centers. Revenue and
EBITDA of international bowling centers represented 14.4% and 11.8% of
consolidated revenue and EBITDA, respectively, in the 2002 First Quarter.
Revenue and EBITDA of international bowling centers represented 13.8% and 13.4%
of consolidated revenue and EBITDA, respectively, in the 2001 First Quarter.

                                      26

<PAGE>

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         The Company emerged from Chapter 11 on March 8, 2002 and accordingly no
longer operates under the constraints of Chapter 11. Under the Plan, however,
the Bankruptcy Court retained jurisdiction over certain matters, including
matters relating to claims objections, executory contracts and unexpired leases,
litigation pending in the Bankruptcy Court at the time of confirmation,
litigation the Company or other parties may commence relating to the Chapter 11
proceeding, and specific matters relating to the implementation and consummation
of the Plan. See "Item 1. Business--Chapter 11 and Emergence" for additional
information regarding the Company's Chapter 11 proceeding.

         In June 1998, Hai Heng filed an action against AMF Products, in the
Harbin Intermediate People's Court in Heilongjing, the People's Republic of
China. Hai Heng sought to recover $3.0 million to $4.0 million in damages
relating to equipment purchased from AMF Products. Hai Heng asserted the poor
quality of the equipment entitled Hai Heng to recover the purchase price and
damages for lost profits and the cost of storing the equipment.

         In November 1998, the Intermediate Court awarded Hai Heng approximately
$3.5 million. AMF Products appealed the award to the People's Court. Prior to
completion of the appeal review, the President of the People's Court in February
1999 issued a judgment in favor of Hai Heng for approximately $2.8 million and
ordered Hai Heng to return a portion of the equipment to AMF Products. AMF
Products filed an appeal to the Supreme Court. The Supreme Court declined to
review the case and the People's Court judgment is now final.

         AMF Products and Hai Heng have signed a settlement agreement under
which the judgment of the People's Court against AMF Products will be satisfied
in full by AMF Products paying Hai Heng $150,000 and not disputing Hai Heng's
seizure of approximately $940,000 formerly on deposit in AMF Products' Beijing
bank account. Hai Heng has refused to complete the terms of the settlement.

         On January 19, 2001, AMF Products entered into an administrative
Consent Order with the New York State DEC, whereby AMF Products agreed to submit
an approvable engineering report and implement a schedule for installation of
new control equipment and boiler upgrades and perform stacks tests to ensure
compliance of its 22.8 MBtu per hour wood fired boiler with New York State air
emission requirements. AMF Products also agreed to pay a $15,000 penalty of
which $5,000 was suspended. On April 17, 2002, AMF Products and DEC entered into
an Amended Consent Order relating to the same matter, which resolved allegations
by DEC that AMF Products did not comply with the schedule under the Consent
Order. The Amended Consent Order increased the penalty from the original $15,000
to $50,000 with $40,000 being suspended. This $40,000 will be extinguished when
AMF Products fulfills its obligations under the Amended Consent Order. The
Amended Consent Order provides an extended schedule for submission of the
approvable engineering report and for the installation of new control equipment
and boiler upgrades and the performance of stack tests.

         The Company currently and from time to time is subject to claims and
actions arising in the ordinary course of its business, including environmental
claims, employee and workers' compensation claims and personal injury claims
from customers of Centers. 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 the Company is involved are not expected to have a
material adverse impact on its financial position or results of operations.
However, it is not possible to predict the outcome of such claims and actions.

         AMF Products recently began a review of claims and other legal matters
outside of the U.S. involving AMF Products and related to the sale of NCPs and
other bowling equipment. This review is ongoing and at this time has revealed
that customers in Germany have raised product quality and shipping issues,
either in response to collection lawsuits or in suits initiated by customers
against AMF Products. Management of the Company cannot predict the outcome of
such claims and other legal matters or whether they will have a material adverse
impact on the Company's financial position or results of operations.

                                      27

<PAGE>

REGULATORY MATTERS

         There are no unique federal or state regulations applicable to bowling
center operations or equipment manufacturing. State and local governments
require establishments 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) without
burdensome reporting or supervision other than revenue tax reports.

ENVIRONMENTAL MATTERS

         The Company's operations are 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.

         The Company currently and from time to time is subject to environmental
claims. In management's opinion, the various claims in which the Company
currently is involved are not likely to have a material adverse impact on its
financial position or results of operations.

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         The authorized capital stock of Worldwide, after the Effective Date,
consists of 20,000,000 shares of New AMF Common Stock and 5,000,000 shares of
Preferred Stock. As of the Effective Date, Worldwide also amended its Bylaws.

         Prior to the Effective Date, Worldwide had 100 shares of common stock,
par value $0.01 per share, issued and outstanding. The shares were owned by
Worldwide's former direct parent, Group Holdings. On the Effective Date, such
shares were cancelled and the Reorganized Company's affiliation with Group
Holdings ceased.

         Pursuant to the Plan, on the Effective Date, Worldwide issued 9,250,000
shares of New AMF Common Stock and $150.0 million in New Subordinated Notes to
the Former Secured Creditors in full satisfaction of their claims.

         On April 29, 2002, Worldwide distributed to the holders of the Old
Subordinated Notes 705,515 shares of New AMF Common Stock, 1,660,036 Series A
Warrants and 1,621,874 Series B Warrants. In addition, Worldwide will distribute
to the Remaining Former Unsecured Creditors up to 44,485 shares of New AMF
Common Stock, 104,670 Series A Warrants and 102,264 Series B Warrants in full
satisfaction of their claims. Distributions of these securities will occur from
time to time pursuant to and in accordance with the terms of the Plan. The
number of shares of New AMF Common Stock and Warrants to be distributed to
individual Remaining Former Unsecured Creditors is contingent upon the
resolution of their individual claims in the Bankruptcy Court.

         Neither the New AMF Common Stock, the New Subordinated Notes nor the
Warrants are listed or quoted on any national securities exchange or national
market system or registered under the Securities Exchange Act of 1934, as
amended.

         The New AMF Common Stock, the New Subordinated Notes and the Warrants
were issued in reliance on the provisions of Section 1145(a)(1) of the
Bankruptcy Code that exempt the initial offer and distribution, and certain
resales, of those securities from registration under the federal securities laws
(the "Bankruptcy Code Exemption"). Up to 44,485 shares of the New AMF Common
Stock, 104,670 Series A Warrants and 102,264 Series B Warrants will be issued
and distributed in reliance on the Bankruptcy Code Exemption to the Remaining
Former Unsecured Creditors from time to time in accordance with the Plan.

                                      28

<PAGE>

         Holders of New AMF Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Holders
do not have cumulative voting rights. Therefore, holders of a majority of shares
of New AMF Common Stock entitled to vote in any election of directors may elect
all directors standing for election. Holders of New AMF Common Stock have no
preemptive rights to subscribe for additional shares of New AMF Common Stock and
no right to convert New AMF Common Stock into any other securities. New AMF
Common Stock is not redeemable.

         The Board of Directors of Worldwide may issue the Preferred Stock and
designate the terms thereof (including with respect to voting rights, dividends,
liquidation preferences and conversion rights), without the need for shareholder
approval. No shares of Preferred Stock are issued and outstanding.

         The Amended and Restated Certificate of Incorporation of Worldwide
provides that Worldwide will not issue non-voting equity securities, as and to
the extent required by Section 1123(a) and (b) of the Bankruptcy Code.

         The Series A Warrants are intended to represent 15% of the fully
diluted equity of Worldwide, giving effect to the shares issuable on the
exercise of the Series A Warrants but without giving effect to the options
available to be granted under the 2002 Stock Option Plan. Holders of the Series
A Warrants will have the right to purchase an aggregate of 1,764,706 shares of
New AMF Common Stock at an exercise price of $21.19 per share, subject to
adjustment in the event of the issuance of New AMF Common Stock as a dividend or
distribution on New AMF Common Stock or certain subdivisions, reclassifications
and combinations of the New AMF Common Stock. The Series A warrants also will
have the benefit of an adjustment mechanism designed to prevent the dilutive
effect of the Series B Warrants. The Series A Warrants will expire on March 9,
2009.

         The Series B Warrants are intended to represent 12.5% of the fully
diluted equity of Worldwide, giving effect to the issuance of the Warrants but
without giving effect to the options available to be granted under the 2002
Stock Option Plan. Holders of the Series B Warrants will have the right to
purchase an aggregate of 1,724,138 shares of New AMF Common Stock at an exercise
price of $21.19 per share, subject to adjustment in the event of the issuance of
New AMF Common Stock as a dividend or distribution on New AMF Common Stock or
certain subdivisions, reclassifications and contributions of the New AMF Common
Stock. The Series B Warrants will expire on March 9, 2009.

         Worldwide adopted the 2002 Stock Option Plan that became effective
pursuant to the Plan on the Effective Date. Worldwide is authorized to issue up
to 1,839,388 shares of New AMF Common Stock under the terms of the 2002 Stock
Option Plan (subject to adjustments for changes in the Company's capital
structure as provided under the 2002 Stock Option Plan) pursuant to stock
options that may be granted to certain officers, employees, consultants, and
non-employee directors of Worldwide and its affiliates. Worldwide's Compensation
Committee is authorized to make grants and various other decisions under the
2002 Stock Option Plan and to make determinations as to a number of the terms of
awards granted under the 2002 Stock Option Plan. As of the Effective Date,
Worldwide granted 919,282 stock options under the 2002 Stock Option Plan. The
options were granted at an exercise price of $21.19 per share, vest over a three
year period beginning on the first anniversary of the Effective Date and expire
on the seventh anniversary of the Effective Date.

         As of the Effective Date, the Chief Executive Officer was granted a
restricted stock award of 153,282 shares of New AMF Common Stock. The grant is
subject to the terms of a Restricted Stock Award Agreement dated February 1,
2002. One-third of the restricted shares vest after each of the first, second
and third anniversaries of the Effective Date, subject to his employment with
Worldwide on such date. If his employment is terminated by Worldwide other than
for Cause (as defined in the Restricted Stock Award Agreement) or he terminates
his employment for Good Reason (as also defined in the agreement) before the
first anniversary of the Effective Date, he will become immediately vested in
one-third of the shares subject to the award. If such termination occurs after
the first anniversary of the Effective Date but before all of the shares have
become vested, he will become vested in a pro-rated portion of one-third of the
shares subject to the award (based on the number of days that have elapsed since
the most recent anniversary of the Effective Date). Compensation expense of
approximately $3.2 million associated with the restricted stock will be recorded
over the vesting period.

                                      29

<PAGE>

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

         The Company solicited votes for the acceptance or rejection of the Plan
under Chapter 11 of the Bankruptcy Code during the period from on or about
November 19, 2001 through January 4, 2002. In accordance with the Bankruptcy
Code and the Plan, votes were solicited from, among other creditors, beneficial
holders of the Old Subordinated Notes (collectively comprising Class 6 under the
Plan). Forty-two beneficial holders, holding approximately $24.2 million of the
outstanding claims in Class 6, voted to accept the Plan. Forty-one beneficial
holders, holding approximately $352.4 million of the outstanding claims in Class
6, voted to reject the Plan. Accordingly, approximately 50.6% of those Class 6
claimants that voted, representing approximately 6.4% of the dollar amount of
the claims held by those Class 6 claimants that voted, voted to accept the Plan.
Approximately 49.4% of those Class 6 claimants that voted, representing
approximately 93.6% of the claims held by those Class 6 claimants that voted,
voted to reject the Plan. Notwithstanding this adverse vote, the Bankruptcy
Court approved the Plan on February 1, 2002.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

<TABLE>
<CAPTION>
<S>      <C>
2.1      Order Confirming Second Amended Second Modified Joint Plan of Reorganization of AMF Bowling Worldwide,
         Inc. and certain of its direct and indirect subsidiaries. (1)
2.2      Second Amended Second Modified Joint Plan of Reorganization of AMF Bowling Worldwide, Inc. and certain
         of its direct and indirect subsidiaries. (2)
3.1      Amended and Restated Certificate of Incorporation of AMF Bowling Worldwide, Inc. (3)
3.2      Amended and Restated By-Laws of AMF Bowling Worldwide, Inc. (4)
4.1      Indenture dated as of March 8, 2002 by and among AMF Bowling Worldwide, Inc., certain subsidiaries of
         AMF Bowling Worldwide, Inc., as Guarantors, and Wilmington Trust Company, as Trustee, with respect to
         13.00% Senior Subordinated Notes due 2008. (5)
4.2      Form of Senior Subordinated Note (attached as exhibit to Exhibit 4.1).
4.3      Registration Rights Agreement dated as of March 8, 2002 by and among AMF Bowling Worldwide, Inc. and
         certain holders of common stock. (6)
4.4      Series A Warrant Agreement dated as of March 8, 2002 between AMF Bowling Worldwide, Inc. and Mellon
         Investor Services LLC, as Warrant Agent. (7)
4.5      Series B Warrant Agreement dated as of March 8, 2002 between AMF Bowling Worldwide, Inc. and Mellon
         Investor Services LLC, as Warrant Agent. (8)
10.1     Senior Secured Credit Agreement, dated as of February 28, 2002 among AMF Bowling Worldwide, Inc.,
         certain of its subsidiaries as borrowers, the financial institutions listed on the signature pages
         thereto, and Bankers Trust Company, as Documentation Agent, Syndication Agent and Administrative Agent
         (without exhibits). (9)
10.2     AMF Bowling Worldwide, Inc. 2002 Stock Option Plan. (10)*
10.3     Amended and Restated Employment Agreement, dated as of February 1, 2002, between AMF Bowling Worldwide,
         Inc. and Roland Smith. (11)*
10.4     Restricted Stock Award Agreement, dated February 1, 2002, between AMF Bowling Worldwide, Inc. and Roland
         Smith. (12)*
10.5     Employment Letter, dated as of January 22, 2002, between AMF Bowling Worldwide, Inc. and John H. Smith.
         (13)*
10.6     Employment Letter, dated as of January 24, 2002, between AMF Bowling Worldwide, Inc. and Wayne T.
         Tennent. (14)*
10.7     Addendum dated April 25, 2002 to Employment Letter, dated as of August 8, 2001, between AMF Bowling
         Worldwide, Inc. and Frederick G. Kraegel. (filed herewith)*

Notes to Exhibits:

         *        Management contract or compensatory plan or arrangement.

(1)      Incorporated by reference to Exhibit 2.1 to the Annual Report on Form 10-K of AMF Bowling Worldwide,
         Inc. for the fiscal year ended December 31, 2001.
</TABLE>

                                      30

<PAGE>

<TABLE>
<CAPTION>
<S>      <C>
(2)      Incorporated by reference to Exhibit 4.6 to AMF Bowling Worldwide, Inc.'s Current Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(3)      Incorporated by reference to Exhibit 3.1 to AMF Bowling Worldwide, Inc.'s Current Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(4)      Incorporated by reference to Exhibit 3.2 to AMF Bowling Worldwide, Inc.'s Current Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(5)      Incorporated by reference to Exhibit 4.1 to AMF Bowling Worldwide, Inc.'s Current Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(6)      Incorporated by reference to Exhibit 4.3 to AMF Bowling Worldwide, Inc.'s Current Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(7)      Incorporated by reference to Exhibit 4.4 to AMF Bowling Worldwide, Inc.'s Current Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(8)      Incorporated by reference to Exhibit 4.5 to AMF Bowling Worldwide, Inc.'s Current Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(9)      Incorporated by reference to Exhibit 10.1 to AMF Bowling Worldwide, Inc.'s Current Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(10)     Incorporated by reference to Exhibit 10.2 to AMF Bowling Worldwide, Inc.'s Current  Report on Form 8-K
         dated March 8, 2002 (File No. 001-12131).
(11)     Incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of AMF Bowling Worldwide,
         Inc. for the fiscal year ended December 31, 2001.
(12)     Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of AMF Bowling Worldwide,
         Inc. for the fiscal year ended December 31, 2001.
(13)     Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K of AMF Bowling Worldwide,
         Inc. for the fiscal year ended December 31, 2001.
(14)     Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of AMF Bowling Worldwide,
         Inc. for the fiscal year ended December 31, 2001.
</TABLE>

(b)      Reports on Form 8-K:

1.   A current report was filed February 5, 2002, in which Worldwide announced
     confirmation of its plan of reorganization.

2.   A current report was filed March 8, 2002, in which Worldwide announced that
     it emerged from Chapter 11 under the United States Bankruptcy Code.

3.   A current report was filed April 1, 2002, in which Worldwide announced a
     change in its fiscal year.

4.   A current report was filed May 10, 2002, in which Worldwide announced the
     distribution of new securities to the holders of the Old Subordinated
     Notes.

                                      31

<PAGE>

                                   SIGNATURES

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

AMF Bowling Worldwide, Inc.
(Registrant)

/s/  Christopher F. Caesar                                    May 15, 2002
---------------------------------------
Christopher F. Caesar
Senior Vice President, Chief Financial Officer
and Treasurer
(principal financial officer)

                                      32