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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 2, 2014  
     
  OR  
     
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT FOR THE TRANSITION PERIOD FROM _________ TO _________  

 

COMMISSION FILE NUMBER: 0-14818

 

  TRANS WORLD ENTERTAINMENT CORPORATION  
  (Exact name of registrant as specified in its charter)  

 

New York   14-1541629
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer
Identification Number)

 

38 Corporate Circle

Albany, New York 12203

(Address of principal executive offices, including zip code)

 

(518) 452-1242

(Registrant’s telephone number, including area code)

 

Indicate by a check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 S No £

 

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

Large accelerated filer £    Accelerated filer S     Non-accelerated filer £    Smaller reporting company £

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, $.01 par value,

31,608,889 shares outstanding as of August 29, 2014

 

TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

    Form 10-Q
Page No.
PART I. FINANCIAL INFORMATION        
         
Item 1 – Interim Financial Statements (Unaudited)        
         
Condensed Consolidated Balance Sheets at August 2, 2014, February 1, 2014 and August 3, 2013     3  
         
Condensed Consolidated Statements of Operations – Thirteen and Twenty-Six Weeks Ended August 2, 2014 and August 3, 2013     4  
         
Condensed Statements of Comprehensive Income (Loss) – Thirteen and Twenty-Six Weeks Ended August 2, 2014 and August 3, 2013     5  
         
Condensed Consolidated Statements of Cash Flows – Twenty-Six Weeks Ended August 2, 2014 and August 3, 2013     6  
         
Notes to Condensed Consolidated Financial Statements     7  
         
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations     13  
         
Item 3 – Quantitative and Qualitative Disclosures about Market Risk     21  
         
Item 4 – Controls and Procedures     21  
         
PART II. OTHER INFORMATION        
         
Item 1 – Legal Proceedings     22  
         
Item 1A- Risk Factors     22  
         
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds     22  
         
Item 3 – Defaults Upon Senior Securities     22  
         
Item 4 – Mine Safety Disclosures     22  
         
Item 5 – Other Information     22  
         
Item 6 – Exhibits     23  
         
Signatures     24  
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TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

PART 1. FINANCIAL INFORMATION

Item 1 - Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share and share amounts)

(unaudited)

 

   August 2,
2014
   February 1,
2014
   August 3,
2013
ASSETS               
CURRENT ASSETS:               
Cash and cash equivalents  $82,401   $131,002   $95,252 
Merchandise inventory   134,600    150,167    151,451 
Other current assets   10,202    9,798    11,611 
Total current assets   227,203    290,967    258,314 
                
NET FIXED ASSETS   15,821    12,419    11,654 
OTHER ASSETS   9,171    9,031    8,794 
TOTAL ASSETS  $252,195   $312,417   $278,762 
                
LIABILITIES               
CURRENT LIABILITIES:               
Accounts payable  $42,382   $77,625   $50,309 
Accrued expenses and other current liabilities   7,083    7,873    9,021 
Deferred revenue   9,076    10,092    10,094 
Current portion of capital lease obligations   1,138    1,066    999 
Total current liabilities   59,679    96,656    70,423 
                
CAPITAL LEASE OBLIGATIONS, less current portion   351    938    1,488 
OTHER LONG-TERM LIABILITIES   23,349    23,027    24,468 
TOTAL LIABILITIES   83,379    120,621    96,379 
                
SHAREHOLDERS’ EQUITY               
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued)            
Common stock ($0.01 par value; 200,000,000 shares authorized; 58,316,668, 58,298,668 and 58,166,572 shares issued, respectively)   583    583    582 
Additional paid-in capital   315,081    314,932    314,394 
Treasury stock at cost (26,638,280, 26,108,846 and 25,520,605 shares, respectively)   (224,848)   (222,948)   (220,308)
Accumulated other comprehensive income (loss)   170    (119)   (2,416)
Retained earnings   77,830    99,348    90,131 
TOTAL SHAREHOLDERS’ EQUITY   168,816    191,796    182,383 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $252,195   $312,417   $278,762 

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

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TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

 

   Thirteen Weeks Ended  Twenty-six Weeks Ended
   August 2,   August 3,  August 2,   August 3,
   2014   2013  2014   2013
                     
Net sales  $71,908   $80,768   $159,124   $174,702 
Cost of sales   43,861    48,754    98,300    106,899 
Gross profit   28,047    32,014    60,824    67,803 
Selling, general and administrative expenses   32,620    34,018    65,252    67,677 
Income (loss) from operations   (4,573)   (2,004)   (4,428)   126 
Interest expense, net   476    487    960    970 
Loss before income tax expense   (5,049)   (2,491)   (5,388)   (844)
Income tax expense   47    48    94    96 
Net loss  $(5,096)  $(2,539)  $(5,482)  $(940)
                     
LOSS PER SHARE:                    
Loss per share – basic and diluted  $(0.16)  $(0.08)  $(0.17)  $(0.03)
                     
Weighted average number of common shares
outstanding – basic and diluted
   31,831    33,147    31,960    32,717 

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

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TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)

 

   Thirteen Weeks Ended   Twenty-six Weeks Ended
   August 2,   August 3,   August 2,   August 3,
   2014   2013   2014   2013
                     
Net loss  $(5,096)  $(2,539)  $(5,482)  $(940)
Amortization of prior service cost   145    179    289    358 
Comprehensive loss  $(4,951)  $(2,360)  $(5,193)  $(582)

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

5

TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 

   Twenty-six Weeks Ended
   August 2,   August 3,
   2014   2013
Net cash used by operating activities  $(24,798)  $(34,628)
           
Cash flows from investing activities:          
Purchases of fixed assets   (5,383)   (4,682)
Net cash used by investing activities   (5,383)   (4,682)
           
Cash flows from financing activities:          
Cash dividends paid   (16,036)    
Payments of capital lease obligations   (516)   (453)
Exercise of stock options   31    4,786 
Purchase of treasury stock   (1,899)   (2,753)
Net cash (used) provided by financing activities   (18,420)   1,580 
           
Net decrease in cash and cash equivalents   (48,601)   (37,730)
Cash and cash equivalents, beginning of period   131,002    132,982 
Cash and cash equivalents, end of period  $82,401   $95,252 
           
Issuance of shares under deferred share plan  $0   $50 

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

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TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

August 2, 2014 and August 3, 2013

 

Note 1. Nature of Operations

 

Trans World Entertainment Corporation and subsidiaries (“the Company”) is one of the largest specialty retailers of entertainment products, including video, music, electronics, trend, video games and related products in the United States. The Company operates a chain of retail entertainment stores, primarily under the names f.y.e. for your entertainment and Suncoast Motion Pictures, and e-commerce sites, www.fye.com, www.wherehouse.com, and www.secondspin.com in a single industry segment. As of August 2, 2014, the Company operated 327 stores totaling approximately 1.9 million square feet in the United States and the Commonwealth of Puerto Rico.

 

Liquidity and Cash Flows:

The Company’s primary sources of working capital are cash and cash equivalents on hand, cash provided by operations and borrowing capacity under its revolving credit facility (See Note 6 for further details). The Company’s cash flows fluctuate from quarter to quarter due to various items, including seasonality of sales and earnings, merchandise inventory purchases and returns and the related terms on the purchases and capital expenditures. Management believes it will have adequate resources to fund its cash needs for the next twelve months and beyond, including its capital spending, its seasonal increase in merchandise inventory and other operating cash requirements and commitments.

 

Management anticipates that any future cash requirements due to a shortfall in cash from operations would be funded by the Company’s cash and cash equivalents on hand and its revolving credit facility.

 

Seasonality:

The Company’s business is seasonal, with the fourth fiscal quarter constituting the Company’s peak selling period. In fiscal 2013, the fourth quarter accounted for approximately 35% of annual net sales. In anticipation of increased sales activity in the fourth quarter, the Company purchases additional inventory and hires seasonal associates to supplement its core store sales and distribution center staffs. If, for any reason, the Company’s sales were below seasonal norms during the fourth quarter, the Company’s operating results could be adversely affected. Quarterly sales can also be affected by the timing of new product releases, new store openings, store closings and the performance of existing stores.

 

Note 2: Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements consist of Trans World Entertainment Corporation, its wholly-owned subsidiary, Record Town, Inc. (“Record Town”), and Record Town’s subsidiaries, all of which are wholly-owned. All significant intercompany accounts and transactions have been eliminated.

 

The interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in these unaudited condensed consolidated financial statements reflects all normal, recurring adjustments which, in the opinion of management, are necessary for the fair presentation of such financial statements. The

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preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. For the twenty-six weeks ending August 2, 2014, the company recorded an adjustment to correct the liability for workers’ compensation claims related to a prior period, which increased Selling, General and Administrative Expenses and decreased Net Income by approximately $700,000. The cumulative effect of this adjustment is deemed immaterial. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to rules and regulations applicable to interim financial statements.

 

Selling, general and administrative expenses include miscellaneous income items, other than interest.  The Company recorded miscellaneous income items of $1.4 million for the thirteen weeks ended August 2, 2014 compared to an income of $1.6 million for the thirteen weeks ended August 3, 2013. For the twenty-six weeks ended August 2, 2014, the Company recorded miscellaneous income items of $2.7 million, compared to an income of $2.9 million for the twenty-six weeks ended August 3, 2013.

 

The information presented in the accompanying unaudited condensed consolidated balance sheet as of February 1, 2014 has been derived from the Company’s February 1, 2014 audited consolidated financial statements. All other information has been derived from the Company’s unaudited condensed consolidated financial statements as of and for the thirteen weeks and twenty-six weeks ended August 2, 2014 and August 3, 2013. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014.

 

The Company’s significant accounting policies are the same as those described in Note 1 to the Company’s Consolidated Financial Statements on Form 10-K for the fiscal year ended February 1, 2014.

 

Note 3. Recently Adopted Accounting Pronouncements

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.  2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, (“ASU 2014-08”). This amendment changes the requirements for reporting discontinued operations and includes enhanced disclosures about discontinued operations. Under the amendment, only those disposals of components of an entity that represent a strategic shift that has a major effect on an entity’s operations and financial results will be reported as discontinued operations in the financial statements. ASU 2014-08 is effective prospectively for annual periods beginning on or after December 15, 2014, and interim reporting periods within those years. Early adoption is permitted. The Company expects to adopt ASU 2014-08 as of the beginning of 2015 and it does not anticipate the adoption of ASU 2014-08 to have a material impact on the Company’s consolidated financial position, cash flows, or results of operations.

 

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 28, 2017. Early application is not permitted. The standard permits the use of either the

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retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

 

Note 4. Stock Based Compensation

 

As of August 2, 2014, there was approximately $712,000 of unrecognized compensation cost related to stock award awards that is expected to be recognized as expense over a weighted average period of 2.0 years.

 

As of August 2, 2014, stock awards authorized for issuance under the Company’s plans total 15.8 million. There are certain authorized stock awards for which the Company no longer grants awards. Of these awards authorized for issuance, 2.4 million were granted and are outstanding, 1.8 million of which were vested and exercisable. Awards available for future grants at August 2, 2014 were 3.0 million.

 

The table below outlines the assumptions that the Company used to estimate the fair value of stock based awards granted during the twenty-six weeks ended August 2, 2014:

 

Dividend yield  0%
Expected stock price volatility  52.6%-68.0%
Risk-free interest rate  1.65%-2.18%
Expected award life (in years)  4.92-5.71
Weighted average fair value per share of awards granted during the period  $1.95

 

The following table summarizes stock award activity during the twenty-six weeks ended August 2, 2014:

 

   Employee and Director Stock Award Plans
   Number of
Shares
Subject To
Option
  Weighted
Average
Exercise Price
   Weighted
Average
Remaining
Contractual Term
  Other
Share
Awards(1)
  Weighted
Average
Grant Date
Fair Value
 
Balance February 1, 2014   2,907,190   $8.07    2.90    10,941   $9.50 
                          
Granted   192,500    3.36    9.9    26,459    3.23 
Exercised   (18,000)   1.73             
Forfeited                    
Canceled   (752,590)   10.31             
Balance August 2, 2014   2,329,100   $7.00    3.83    37,400   $5.07 
Exercisable August 2, 2014   1,741,600   $8.18    2.18    37,400   $5.07 

 

(1)Other Share Awards include deferred shares granted to Directors.

 

As of August 2, 2014, the intrinsic value of stock awards outstanding was $737,000 and exercisable was $441,000.

 

Note 5. Defined Benefit Plans

 

The Company maintains a non-qualified Supplemental Executive Retirement Plan (“SERP”) for certain

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executive officers of the Company. The SERP provides eligible executives defined pension benefits that supplement benefits under other retirement arrangements. During the twenty-six weeks ended August 2, 2014, the Company did not make any cash contributions to the SERP and presently expects to pay approximately $103,000 in benefits relating to the SERP during Fiscal 2014.

 

The Company had previously provided the Board of Directors with a noncontributory, unfunded retirement plan (“Director Retirement Plan”) that paid retired directors an annual retirement benefit. During the twenty-six weeks ended August 2, 2014, the Company did not make any cash contributions to the Director Retirement Plan, and presently expects to pay approximately $34,000 in benefits relating to the Director Retirement Plan during Fiscal 2014.

 

The measurement date for the SERP and Director Retirement Plan is fiscal year end, using actuarial techniques which reflect estimates for mortality, turnover and expected retirement. In addition, management makes assumptions concerning future salary increases. Discount rates are generally established as of the measurement date using theoretical bond models that select high-grade corporate bonds with maturities or coupons that correlate to the expected payouts of the applicable liabilities.

 

The following represents the components of the net periodic pension cost related to the Company’s SERP and Director Retirement Plan for the respective periods:  

 

   Thirteen weeks ended   Twenty-six weeks ended 
   August 2,
2014
    August 3,
2013
   August 2,
2014
    August 3,
2013
 
   (in thousands)   (in thousands) 
Service cost  $14   $28   $27   $56 
Interest cost   172    164    345    328 
Amortization of prior service cost   180    180    360    360 
Amortization of net gain   (35)   (1)   (71)   (2)
Net periodic pension cost  $331   $371   $661   $742 

 

Note 6. Line of Credit

 

In May 2012, the Company entered into a $75 million credit facility (“Credit Facility”) which amended the previous credit facility. The principal amount of all outstanding loans under the Credit Facility together with any accrued but unpaid interest, are due and payable in May 2017, unless otherwise paid earlier pursuant to the terms of the Credit Facility. Payments of amounts due under the Credit Facility are secured by the assets of the Company.

 

The Credit Facility includes customary provisions, including affirmative and negative covenants, which include representations, warranties and restrictions on additional indebtedness and acquisitions. The Credit Facility also includes customary events of default, including, among other things, material adverse effect, bankruptcy, and certain changes of control. The Credit Facility also contains other terms and conditions, including limitations on the payment of dividends and covenants around the number of store closings. The Company is compliant with all covenants.

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Interest under the Credit Facility will accrue, at the election of the Company, at a Base Rate or LIBO Rate, plus, in each case, an Applicable Margin, which is determined by reference to the level of availability, with the Applicable Margin for LIBO Rate loans ranging from 2.25% to 2.75% and the Applicable Margin for Prime Rate loans ranging from 0.75% to 1.25%. In addition, a commitment fee ranging from 0.375% to 0.50% is also payable on unused commitments.

 

The availability under the Credit Facility is subject to limitations based on inventory levels.

 

During the first half of 2014 and 2013, the Company did not have any borrowings under the Credit Facility. As of August 2, 2014 and August 3, 2013, the Company had no outstanding letter of credit obligations and $0.1 million of outstanding letter of credit obligations under the Credit Facility, respectively. The Company had $43 million and $51 million available for borrowing as of August 2, 2014 and August 3, 2013, respectively.

 

Note 7. Accumulated Other Comprehensive Income (Loss)

 

Accumulated other comprehensive income (loss) that the Company reports in the condensed consolidated balance sheets represents the excess of accrued pension liability over accrued benefit cost, net of taxes, associated with the Company’s defined benefit plans. Comprehensive income (loss) consists of net income or loss and the reclassification of pension costs previously reported in comprehensive income (loss) for the thirteen and twenty-six weeks ended August 2, 2014 and August 3, 2013. Amortization of prior service cost is recorded under selling, general and administrative expenses in the condensed consolidated statements of operations.

 

Note 8. Depreciation and Amortization of Fixed Assets

 

Depreciation and amortization of fixed assets included in the condensed consolidated statements of operations is as follows:

 

   Thirteen Weeks Ended   Twenty-six Weeks Ended 
   August 2,
2014
   August 3,
2013
   August 2,
2014
   August 3,
2013
 
   (in thousands)   (in thousands) 
Cost of sales  $128   $120   $251   $244 
Selling, general and administrative expenses   858    861    1,640    1,685 
Total  $986   $981   $1,891   $1,929 

 

Note 9. Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average common shares outstanding for the period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock (net of any assumed repurchases) that then shared in the earnings of the Company, if any. It is computed by dividing net income (loss) by the sum of the weighted average shares outstanding and additional common shares that would have been outstanding if the dilutive potential common shares had been issued for the Company’s common stock awards from the Company’s Stock Award Plans.

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For the thirteen and twenty-six week periods ended August 2, 2014 and August 3, 2013, the impact of all outstanding stock awards was not considered because the Company reported a net loss and such impact would be anti-dilutive. Accordingly, basic and diluted loss per share is the same.

 

Note 10. Shareholders’ Equity

 

During the twenty-six weeks ended August 2, 2014, the Company repurchased approximately 529,000 shares of common stock at an average price of $3.59 per share, for an aggregate purchase price of $1.9 million, including direct fees related to the purchase of shares. Since the inception of the program, the Company has repurchased approximately 1.1 million shares of common stock at an average price of $4.03 per share, for an aggregate purchase price of approximately $4.5 million. The Company has $17.5 million available for purchase under its repurchase program. The Company classified the repurchased shares as treasury stock on the Company’s balance sheet.

 

On March 6, 2014, our board of directors declared a special cash dividend of $0.50 per common share, with an ex-dividend date of March 18, 2014. The total special dividend payout was $16.0 million.

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TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

PART 1. FINANCIAL INFORMATION

Item 2 - Management’s Discussion and Analysis of Financial Condition and

Results of Operations

August 2, 2014 and August 3, 2013

 

Overview

Management’s Discussion and Analysis of Financial Condition and Results of Operations provides information that the Company’s management believes necessary to achieve an understanding of its financial statements and results of operations. To the extent that such analysis contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. These risks include, but are not limited to, changes in the competitive environment for the Company’s merchandise, including the entry or exit of non-traditional retailers of the Company’s merchandise to or from its markets; releases by the music, video and video games industries of an increased or decreased number of “hit releases”; general economic factors in markets where the Company’s merchandise is sold; and other factors discussed in the Company’s filings with the Securities and Exchange Commission. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report and the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014.

 

At August 2, 2014, the Company operated 327 stores totaling approximately 1.9 million square feet in the United States, the District of Columbia and the Commonwealth of Puerto Rico. The Company’s stores offer predominantly entertainment product, including video and music. In total, these two categories represented 75% of the Company’s net sales for the twenty-six weeks ended August 2, 2014. The balance of categories, including trend, electronics, video games and related products represented 25% of the Company’s net sales for the twenty-six weeks ended August 2, 2014.

 

The Company’s results have been, and will continue to be, contingent upon management’s ability to understand industry trends and to manage the business in response to those trends and general economic trends. Management monitors a number of key performance indicators to evaluate its performance, including:

 

Net sales and comparable store net sales: The Company measures and reports the rate of comparable store net sales change. A store is included in comparable store net sales calculations at the beginning of its thirteenth full month of operation. Stores relocated/expanded or downsized are excluded from comparable store net sales if the change in square footage is greater than 20%. Closed stores that were open for at least thirteen months are included in comparable store net sales through the month immediately preceding the month of closing. The Company further analyzes net sales by store format and by product category.

 

Cost of Sales and Gross Profit: Gross profit is impacted primarily by the mix of products sold, by discounts negotiated with vendors and discounts offered to customers. The Company records its distribution and product shrink expenses in cost of sales. Distribution expenses include those costs associated with receiving, shipping, inspecting and warehousing product and costs associated with

13

product returns to vendors. Cost of sales further includes obsolescence costs and is reduced by the benefit of vendor allowances, net of direct reimbursements of expense.

 

Selling, General and Administrative (“SG&A”) Expenses: Included in SG&A expenses are payroll and related costs, occupancy charges, general operating and overhead expenses and depreciation charges (excluding those related to distribution operations, as disclosed in Note 8 to the condensed consolidated financial statements). SG&A expenses also include fixed asset write offs associated with store closures, if any, and miscellaneous income and expense items, other than interest. 

 

Balance Sheet and Ratios: The Company views cash, net inventory investment (merchandise inventory less accounts payable) and working capital (current assets less current liabilities) as relevant indicators of its financial position. See Liquidity and Capital Resources for further discussion of these items.

 

RESULTS OF OPERATIONS

 

Thirteen and Twenty-six Weeks Ended August 2, 2014

Compared to the Thirteen and Twenty-six Weeks Ended August 3, 2013

 

The following table sets forth a period over period comparison of the Company’s net sales by category:

 

   Thirteen weeks ended   Twenty-six weeks ended
   August 2,
2014
   August 3,
2013
   Change   %   Comp
Store
Net
Sales
   August 2,
2014
   August 3,
2013
   Change   %   Comp
Store
Net
Sales
 
   (in thousands, except store data)       (in thousands, except store data))     
                 
Net sales
  $71,908   $80,768   $(8,860)   (11.0%)   (3.4%)  $159,124   $174,702    (15,578)   (8.9%)   (1.4%)
As a % of sales                                                  
Video   44.5%   44.0%             (1.5%)   46.2%   45.1%             0.7%
Music   29.4%   32.0%             (11.5%)   28.9%   31.7%             (8.7%)
Trend   13.0%   11.6%             5.1%   11.8%   9.3%             8.0%
Electronics   9.5%   9.0%             0.7%   8.9%   9.7%             (4.2%)
Video Games   3.6%   3.4%             5.6%   4.2%   4.2%             12.4%
                                                   
Store Count:                            327    355    (28)   (7.8%)     

 

Net sales. Net sales decreased 11.0% and 8.9% during the thirteen and twenty-six weeks ended August 2, 2014, respectively, as compared to the same periods last year. The decline in net sales for the thirteen week period resulted from a decrease in store count of 7.1% and a 3.4% decrease in comparable net sales. The decline in net sales for the twenty-six week period resulted from a decrease in store count of 7.8% and a 1.4% decrease in comparable net sales.

 

Video:

Comparable store net sales in the video category decreased 1.5% and increased 0.7% during the thirteen and twenty-six weeks ended August 2, 2014, respectively. Comparable store sales increases in Blu-ray were offset by declines in DVD. The video category represented 44.5% of total net sales for the thirteen weeks ended August 2, 2014 compared to 44.0% in the comparable quarter last year.

 

According to Warner Brothers Home Video, total physical video unit sales industry-wide were down 9.8% during the period corresponding to the Company’s second fiscal quarter.

14

Music:

Comparable store net sales in the music category decreased 11.5% and 8.7% during the thirteen weeks and twenty-six weeks ended August 2, 2014 respectively. The music category represented 29.4% of total net sales for the thirteen ended August 2, 2014 compared to 32.0% in the comparable quarter last year.

 

According to Soundscan, total physical CD unit sales industry-wide were down 17% during the period corresponding to the Company’s second fiscal quarter.

 

Trend:

Comparable store net sales in the trend category increased 5.1% and 8.0% during the thirteen and twenty-six weeks ended August 2, 2014, respectively. In trend, the Company continues to drive positive comparable store sales as the Company capitalizes on broad based entertainment franchises. Trend product represented 13.0% of total net sales for the thirteen weeks ended August 2, 2014 compared to 11.6% in the comparable quarter last year.

 

Electronics:

Comparable store net sales in the electronics category increased 0.7% and decreased 4.2% during the thirteen and twenty-six weeks ended August 2, 2014, respectively. The Company was able to drive positive comparable store sales as the Company broadened the product mix in portable speakers and mobile accessories. Electronics net sales represented 9.5% of total net sales for the thirteen weeks ended August 2, 2014 compared to 9.0% in the comparable quarter last year.

 

Video Games:

Comparable store net sales for video games increased 5.6% and 12.4% during the thirteen and twenty-six weeks ended August 2, 2014, respectively. Currently, 129 stores, or 39.4% of the Company’s stores carry games. Video games net sales represent 3.6% of total net sales for the thirteen weeks ended August 2, 2014 compared to 3.4% in the comparable quarter last year.

 

According to NPD Group, industry sales were up 29.1% during the period corresponding to the Company’s second fiscal quarter.

 

Gross Profit. The following table sets forth a period over period comparison of the Company’s gross profit:

 

  

Thirteen weeks ended

(in thousands)

   Change  

Twenty-six weeks ended

(in thousands)

   Change
   August 2,
2014
   August 3,
2013
   $   %   August 2,
2014
   August 3,
2013
   $   % 
Gross Profit  $28,047   $32,014   $(3,967)   (12.4%)  $60,824   $67,803   $(6,979)   (10.3%)
                                         
As a % of sales
   39.0%   39.6%             38.2%   38.8%          

 

Gross profit dollars decreased 12.4% and 10.3% for the thirteen and twenty-six weeks ended August 2, 2014, respectively as compared to the same period last year. The decrease in gross profit as a percentage of sales was due to distribution and freight expenses.

 

SG&A Expenses. The following table sets forth a period over period comparison of the Company’s SG&A expenses:

15
   Thirteen weeks ended
(in thousands)
   Change  Twenty-six weeks ended
(in thousands)
   Change 
   August 2,
2014
   August 3,
2013
   $   %   August 2,
2014
   August 3,
2013
   $   % 
SG&A  $32,620   $34,018   $(1,398)   (4.1%)  $65,252   $67,677   $(2,425)   (3.6%)
                                         
As a % of sales    45.4%   42.1%             41.0%   38.8%          

 

For the thirteen weeks ended August 2, 2014, SG&A expenses decreased $1.4 million, or 4.1% on the net sales decline of 11.0% resulting in a 330 basis point increase in SG&A expenses as a percentage of net sales. The increase in SG&A as a percentage of sales is primarily due to the deleveraging of occupancy and corporate overhead expenses due to sales decline.

 

For the twenty-six weeks ended August 2, 2014, SG&A expenses decreased $2.4 million, or 3.6% on the net sales decline of 8.9% resulting in a 220 basis point increase in SG&A expenses as a percentage of net sales. The increase in SG&A as a percentage of sales is primarily due to the deleveraging of occupancy and corporate overhead expenses due to sales decline.

 

Interest Expense, Net. Net interest expense was $0.5 million and $1.0 million during the thirteen and twenty-six weeks ended August 2, 2014, respectively, compared to $0.5 million and $1.0 million during the thirteen and twenty-six weeks ended August 3, 2013. Net interest expense consists primarily of interest on capital leases, unused commitment fees and the amortization of fees related to the Company’s credit facility.

 

Income Tax Expense (Benefit).  In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income. Management considers the scheduled reversal of taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. During fiscal 2011, based on available objective evidence, management concluded that a full valuation allowance should be recorded against the Company’s deferred tax assets. Management continues to assess the need for and amount of the valuation allowance against the deferred tax assets by giving consideration to all available evidence to the Company’s ability to generate future taxable income in its conclusion of the need for a full valuation allowance. Based on further assessment, management concluded there isn’t sufficient evidence to support reversal of the valuation allowance at this time. Any reversal of the Company’s valuation allowance will favorably impact its results of operations in the period of reversal. The Company is currently unable to determine whether or when that reversal might occur, but it will continue to assess the realizability of its deferred tax assets and will adjust the valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will become realizable in the future. The Company has significant net operating loss carry forwards and other tax attributes that are available to offset projected taxable income and current taxes payable, if any, for the year ending January 31, 2015.  The deferred tax impact resulting from the utilization of the net operating loss carry forwards and other tax attributes will be offset by a reduction in the valuation allowance.  As of February 1, 2014, the Company had a net operating loss carry forward of $157.6 million for federal income tax purposes and approximately $244 million for state income tax purposes that expire at various times through 2031 and are subject to certain limitations and statutory expiration periods.

 

For the thirteen and twenty-six week periods ended August 2, 2014 and August 3, 2013, the Company’s current tax expense was associated with quarter-specific items attributable to interest accruals on related uncertain tax positions and state taxes based on modified gross receipts incurred for these thirteen and twenty-six week periods.

16

Net loss. The following table sets forth a period over period comparison of the Company’s net loss:

 

   Thirteen weeks ended  Twenty-six weeks ended
   August 2,
2014
  August 3,
2013
  Change  August 2,
2014
  August 3,
2013
  Change
   (in thousands)   (in thousands) 
Loss before income tax  $(5,049)  $(2,491)   (2,558)  $(5,388)  $(844)  $(4,544)
                               
Income tax expense   47    48    (1)   94    96    (2)
Net loss  $(5,096)  $(2,539)  $(2,557)  $(5,482)  $(940)  $(4,542)

 

For the thirteen weeks ended August 2, 2014, the Company’s net loss was $5.1 million compared to a loss of $2.5 million for the thirteen weeks ended August 3, 2013. The increase in net loss was due to the decline in gross profit from lower net sales.

 

For the twenty-six weeks ended August 2, 2014, the Company’s net loss was $5.5 million, compared to net loss of $0.9 million for the twenty-six weeks ended August 3, 2013. The increase in net loss was due to the decline in gross profit from lower net sales.

 

LIQUIDITY

 

Liquidity and Cash Flows: The Company’s primary sources of working capital are cash and cash equivalents on hand, cash provided by operations and borrowing capacity under its revolving credit facility (See Note 6 to the condensed consolidated financial statements for further details). The Company’s cash flows fluctuate from quarter to quarter due to various items, including seasonality of net sales and earnings, merchandise inventory purchases and returns and the related terms on the purchases and capital expenditures. Management believes it will have adequate resources to fund its cash needs for the next twelve months and beyond, including its capital spending, its seasonal increase in merchandise inventory and other operating cash requirements and commitments.

 

Management anticipates that any future cash requirements due to a shortfall in cash from operations would be funded by the Company’s cash and cash equivalents on hand and its revolving credit facility, discussed hereafter. At the present time, the Company does not expect any material changes in the mix (between equity and debt) or the relative cost of capital resources.

 

The following table sets forth a summary of key components of cash flow and working capital for each of the twenty-six weeks ended August 2, 2014 and August 3, 2013, or at those dates:

 

   Twenty-six weeks ended   Change 
(in thousands)  August 2,
2014
   August 3,
2013
   $ 
Operating Cash Flows    $(24,798)  $(34,628)  $7,459 
Investing Cash Flows     (5,383)   (4,682)   (701)
Financing Cash Flows     (18,420)   1,580    (20,000)
Capital Expenditures     (5,383)   (4,682)   (701)
Cash and Cash Equivalents     82,401    95,252    (12,851)
Merchandise Inventory     134,600    151,451    (16,851)
Working Capital     167,524    187,891    (20,367)
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The Company had cash and cash equivalents of $82.4 million at August 2, 2014, compared to $131.0 million at February 1, 2014 and $95.3 million at August 3, 2013. Merchandise inventory was $70 per square foot at August 2, 2014 versus $71 per square foot as of August 3, 2013.

 

Cash used by operating activities was $24.8 million for the twenty-six weeks ended August 2, 2014. The primary use of cash was a $35.2 million seasonal reduction of accounts payable and payment of $1.6 million in accrued expenses, partially offset by a $15.6 million reduction in inventory. The Company’s merchandise inventory and accounts payable are influenced by the seasonality of its business. A significant reduction of accounts payable occurs annually in the fiscal first half, reflecting payments for merchandise inventory sold during the prior year’s holiday season.

 

Cash used by investing activities, which was constituted entirely of capital expenditures, was $5.4 million for the twenty-six weeks ended August 2, 2014.

 

Cash used by financing activities was $18.4 million for the twenty-six weeks ended August 2, 2014.

The primary uses of cash were the purchases of common stock for $1.9 million and a dividend payment of $16.0 million in the first quarter of 2014.

 

During the twenty-six weeks ended August 2, 2014, the Company repurchased approximately 529,000 shares of common stock at an average price of $3.59 per share, for an aggregate purchase price of approximately $1.9 million, including direct fees related to the purchase of shares. Since the inception of the program, the Company has repurchased approximately 1.1 million shares of common stock at an average price of $4.03 per share, for an aggregate purchase price of approximately $4.5 million. The Company has approximately $17.5 million available for purchase under its repurchase program. The Company classified the repurchased shares as treasury stock on the Company’s balance sheet.

 

On March 6, 2014, our board of directors declared a special cash dividend of $0.50 per common share, with an ex-dividend date of March 18, 2014. The total special dividend payout was $16.0 million.

 

In May 2012, the Company entered into a $75 million credit facility (“Credit Facility”) which amended the previous credit facility. The principal amount of all outstanding loans under the Credit Facility together with any accrued but unpaid interest, are due and payable in May 2017, unless otherwise paid earlier pursuant to the terms of the Credit Facility. Payments of amounts due under the Credit Facility are secured by the assets of the Company.

 

The Credit Facility includes customary provisions, including affirmative and negative covenants, which include representations, warranties and restrictions on additional indebtedness and acquisitions. The Credit Facility also includes customary events of default, including, among other things, material adverse effect, bankruptcy, and certain changes of control. The Credit Facility also contains other terms and conditions, including limitations on the payment of dividends and covenants around the number of store closings. The Company is compliant with all covenants.

18

Interest under the Credit Facility will accrue, at the election of the Company, at a Base Rate or LIBO Rate, plus, in each case, an Applicable Margin, which is determined by reference to the level of availability, with the Applicable Margin for LIBO Rate loans ranging from 2.25% to 2.75% and the Applicable Margin for Prime Rate loans ranging from 0.75% to 1.25%. In addition, a commitment fee ranging from 0.375% to 0.50% is also payable on unused commitments.

 

The availability under the Credit Facility is subject to limitations based on sufficient inventory levels.

 

During the first half of 2014 and 2013, the Company did not have any borrowings under the Credit Facility. As of August 2, 2014 and August 3, 2013, the Company had no outstanding letter of credit obligations and $0.1 million of outstanding letter of credit obligations under the Credit Facility, respectively. The Company had $43 million and $51 million available for borrowing as of August 2, 2014 and August 3, 2013, respectively.

 

Capital Expenditures. During the twenty-six weeks ended August 2, 2014, the Company made capital expenditures of $5.4 million. The Company currently plans to spend approximately $15.0 million for capital expenditures in fiscal 2014.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the reported amounts of assets and liabilities in the financial statements. Management continually evaluates its estimates and judgments including those related to merchandise inventory and return costs, income taxes and accounting for gift card liability. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Form 10-K for the year ended February 1, 2014 includes a summary of the critical accounting policies and methods used by the Company in the preparation of its condensed consolidated financial statements. There have been no material changes or modifications to the policies since February 1, 2014.

 

Recently Issued Accounting Pronouncements:

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.  2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, (“ASU 2014-08”). This amendment changes the requirements for reporting discontinued operations and includes enhanced disclosures about discontinued operations. Under the amendment, only those disposals of components of an entity that represent a strategic shift that has a major effect on an entity’s operations and financial results will be reported as discontinued operations in the financial statements. ASU 2014-08 is effective prospectively for annual periods beginning on or after December 15, 2014, and interim reporting periods within those years. Early adoption is permitted. The Company expects to adopt ASU 2014-08 as of the beginning of 2015 and it does not anticipate the adoption of ASU 2014-08

19

to have a material impact on the Company’s consolidated financial position, cash flows, or results of operations.

 

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 28, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

20

TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

PART I – FINANCIAL INFORMATION

 

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

 

To the extent the Company borrows under its Credit Facility, the Company is subject to risk resulting from interest rate fluctuations since interest on the Company’s borrowings under its Credit Facility can be variable. Interest under the Credit Facility will accrue, at the election of the Company, at a Base Rate or LIBO Rate, plus, in each case, an Applicable Margin, which is determined by reference to the level of availability as defined in the Credit Agreement, with the Applicable Margin for LIBO Rate loans ranging from 2.25% to 2.75% and the Applicable Margin for Base Rate loans ranging from 0.75% to 1.25%. If interest rates on the Company’s Credit Facility were to increase by 25 basis points, and to the extent borrowings were outstanding, for every $1,000,000 outstanding on the facility, income before income taxes would be reduced by $2,500 per year. For a discussion of the Company’s accounting policies for financial instruments and further disclosures relating to financial instruments, see “Nature of Operations and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended February 1, 2014. The Company does not currently hold any derivative instruments.

 

Item 4 – Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of August 2, 2014, have concluded that as of such date the Company’s disclosure controls and procedures were effective and designed to ensure that (i) information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

(b) Changes in internal controls. There have been no changes in the Company’s internal controls over financial reporting that occurred during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

21

TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

 

PART II - OTHER INFORMATION

 

Item 1 – Legal Proceedings

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of its business and have not been finally adjudicated. Although there can be no assurance as to the ultimate disposition of these matters, it is management’s opinion, based upon the information available at this time, that the expected outcome of these matters, individually and in the aggregate, will not have a material adverse effect on the results of operations and financial condition of the Company.

 

Item 1A – Risk Factors

Risks relating to the Company’s business and Common Stock are described in detail in Item 1A of the Company’s most recently filed Annual Report on Form 10-K for the year ended February 1, 2014.

 

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

During the third quarter of fiscal 2013, the Company determined that participants in the Trans World Entertainment Corporation 401(k) Savings Plan (the “401(k) Plan”) had invested in Company Common Stock (the “Common Stock”) under the 401(k) Plan that were not registered under the Securities Act of 1933.  Purchases of Common Stock were made on the open market by the 401(k) Plan.  Investments in the Common Stock during the third quarter of fiscal 2013 represented 2,568 shares of the Company’s Common Stock with an aggregate purchase price equal to $12,070.  Under applicable federal securities laws, certain participants may have a right to rescind their investment and require the Company to repurchase its Common Stock for an amount equal to the price paid for the Common Stock (or if the Common Stock has been sold, to receive damages for any loss that was incurred on the sale), plus interest.  Additionally, the Company may be subject to civil and other penalties by regulatory authorities.  Generally, the federal statute of limitations applicable to securities rescission rights is one year from the date of acquisition of the security.  Investments by the 401(k) Plan in the Common Stock during the preceding twelve months represented 83,389 shares of the Company’s Common Stock with an maximum aggregate offering price equal to $438,626.  Based on the August 29, 2014 closing price for the Company’s Common Stock, the maximum potential payment for claims based on these rights is under $250,000.

 

The failure to register the shares of Common Stock under the 401(k) Plan was inadvertent and the Company intends to make a registered rescission offer to eligible plan participants in the third quarter of fiscal 2014.  Based on the current market price of the Company’s Common Stock, the Company does not believe the potential liability for rescission claims is material to the Company’s financial condition or results of operations. 

 

The Common Stock investment option was closed to participants effective November 15, 2013.  No further Common Stock purchases by the 401(k) Plan will be permitted.

 

Item 3 – Defaults Upon Senior Securities

None.

 

Item 4 – Mine Safety Disclosure

Not Applicable.

 

Item 5 – Other Information

None.

22

Item 6 - Exhibits

 

(A) Exhibits -
Exhibit No.
  Description
  31.1   Chief Executive Officer certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.
       
  31.2   Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
  32   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
  101.INS   XBRL Instance Document (furnished herewith)
       
  101.SCH   XBRL Taxonomy Extension Schema (furnished herewith)
       
  101.CAL   XBRL Taxonomy Extension Calculation Linkbase (furnished herewith)
       
  101.DEF   XBRL Taxonomy Extension Definition Linkbase (furnished herewith)
       
  101.LAB   XBRL Taxonomy Extension Label Linkbase (furnished herewith)
       
  101.PRE   XBRL Taxonomy Extension Presentation Linkbase (furnished herewith)
23

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.

 

TRANS WORLD ENTERTAINMENT CORPORATION  
       
September 11, 2014   By: /s/ Robert J. Higgins  
    Robert J. Higgins
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
       
September 11, 2014   By: /s/ John Anderson  
    John Anderson
Chief Financial Officer
(Principal and Chief Accounting Officer)
 
24