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Form 10-Q Trans World Entertainment

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Form 10-Q Trans World Entertainment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 28, 2006 OR o 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 x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x 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, 30,881,073 shares outstanding as of November 25, 2006 TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Form 10-Q Page No. PART 1. FINANCIAL INFORMATION Item 1 - Financial Statements (Unaudited) Condensed Consolidated Balance Sheets at October 28, 2006, January 28, 2006 and October 29, 2005 3 Condensed Consolidated Statements of Operations – Thirteen Weeks and Thirty-nine Weeks Ended October 28, 2006 and October 29, 2005 4 Condensed Consolidated Statements of Cash Flows – Thirty-nine Weeks Ended October 28, 2006 and October 29, 2005 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 Disclosures about Market Risk 30 Item 4 – Controls and Procedures 30 PART II. OTHER INFORMATION Item 1 – Legal Proceedings 31 Item 1A- Risk Factors 31 Item 2 – Changes in Securities and Use of Proceeds 31 Item 4 - Submission of Matters to a Vote of Security Holders 32 Item 6 - Exhibits and Reports on Form 8-K 32 Signatures 33 2 TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES PART 1. FINANCIAL INFORMATION Item 1 - Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) (unaudited) October 28, January 28, October 29, 2006 2006 2005 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 13,543 $ 197,209 $ 16,805 Merchandise inventory 656,187 402,712 477,732 Income taxes receivable 3,544 892 13,030 Deferred taxes 17,000 11,266 12,397 Other current assets 15,523 14,408 13,513 Total current assets 705,797 626,487 533,477 NET FIXED ASSETS 135,391 132,464 129,918 DEFERRED TAXES 33,133 27,511 27,640 OTHER ASSETS 14,477 13,861 13,876 TOTAL ASSETS $ 888,798 $ 800,323 $ 704,911 LIABILITIES CURRENT LIABILITIES: Accounts payable $ 353,521 $ 322,831 $ 252,014 Borrowings under line of credit 71,605 — — Accrued expenses and other current liabilities 60,241 42,530 35,550 Current portion of long-term debt 499 477 470 Current portion of capital lease obligations 2,958 3,182 3,108 Total current liabilities 488,824 369,020 291,142 LONG-TERM DEBT, less current portion 4,212 4,587 4,708 CAPITAL LEASE OBLIGATIONS, less current portion 12,710 14,887 15,668 DEFERRED RENT AND OTHER LIABILITIES 28,819 33,317 29,290 TOTAL LIABILITIES 534,565 421,811 340,808 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; 55,968,838, 55,727,575 and 55,657,325 shares issued, respectively) 560 557 557 Additional paid-in capital 300,562 298,669 298,982 Accumulated other comprehensive loss (2,048) (2,048) (1,094) Treasury stock at cost (25,103,990, 25,104,990 and 24,444,349 shares, respectively) (217,560) (217,564) (213,262) Retained earnings 272,719 298,898 278,920 TOTAL SHAREHOLDERS’ EQUITY 354,233 378,512 364,103 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 888,798 $ 800,323 $ 704,911 See Notes to Condensed Consolidated Financial Statements. 3 TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Thirteen Weeks Ended Thirty-nine Weeks Ended October 28, October 29, October 28, October 29, 2006 2005 2006 2005 Sales $ 297,679 $ 241,395 $ 884,477 $ 779,923 Cost of sales 188,868 158,397 569,009 499,485 Gross profit 108,811 82,998 315,468 280,438 Selling, general and administrative expenses 130,048 102,325 373,009 311,337 Loss from operations (21,237) (19,327) (57,541) (30,899) Interest expense 1,653 773 4,082 2,005 Other income (46) (152) (4,040) (1,607) Loss before income taxes and extraordinary gain - unallocated negative goodwill (22,844) (19,948) (57,583) (31,297) Income tax benefit (9,539) (8,480) (26,070) (11,928) Loss before extraordinary gain - unallocated negative goodwill (13,305) (11,468) (31,513) (19,369) Extraordinary gain - unallocated negative goodwill, net of income taxes of $2,038, $0 and $4,845, $0 respectively 1,925 — 5,334 — Net loss $ (11,380) $ (11,468) $ (26,179) $ (19,369) BASIC LOSS PER SHARE: Loss per share before extraordinary gain - unallocated negative goodwill $ (0.43) $ (0.36) $ (1.02) $ (0.60) Extraordinary gain - unallocated negative goodwill, net of income taxes 0.06 — 0.17 — Basic loss per share $ (0.37) $ (0.36) $ (0.85) $ (0.60) Weighted average number of common Shares outstanding – basic 30,842 31,624 30,768 32,350 DILUTED LOSS PER SHARE: Loss per share before extraordinary gain - unallocated negative goodwill $ (0.43) $ (0.36) $ (1.02) $ (0.60) Extraordinary gain - unallocated negative goodwill, net of income taxes 0.06 — 0.17 — Diluted loss per share $ (0.37) $ (0.36) $ (0.85) $ (0.60) Weighted average number of common shares outstanding – diluted 30,842 31,624 30,768 32,350 See Notes to Condensed Consolidated Financial Statements. 4 TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Thirty-nine Weeks Ended October 28, October 29, 2006 2005 Net loss $ (26,179) $ (19,369) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and amortization of fixed assets 29,756 27,500 Amortization of intangible assets 189 268 Amortization of lease valuations, net (1,239) (321) Stock compensation programs 1,591 19 Loss on disposal of fixed assets 1,157 1,841 Gain on sale of available-for-sale securities and other investments (3,528) (813) Deferred tax (benefit) obligation (16,201) 2,715 Extraordinary gain on acquisition of business, net of income taxes (5,334) — Changes in operating assets and liabilities, net of effects of acquisitions Accounts receivable (1,133) (1,372) Merchandise inventory (141,087) (46,485) Prepaid expenses and other 169 1,011 Other assets 167 (192) Accounts payable 30,796 (106,382) Income tax receivable (9,819) (21,622) Accrued expenses and other current liabilities (2,401) (8,359) Deferred rent and other liabilities (1,660) (1,231) Net cash used by operating activities (144,756) (172,792) Cash flows from investing activities: Purchases of fixed assets (33,675) (29,063) Acquisition of businesses (78,750) — Proceeds from sale of available-for-sale securities and other investments 4,116 813 Net cash used by investing activities (108,309) (28,250) Cash flows from financing activities: Proceeds from line of credit 71,605 — Proceeds from capital leases — 12,863 Payments of long-term debt (353) (332) Payments of capital lease obligations (2,401) (1,394) Payments for purchases of treasury stock — (26,972) Proceeds from the exercise of stock options 548 3,914 Net cash provided\(used) by financing activities 69,399 (11,921) Net decrease in cash and cash equivalents (183,666) (212,963) Cash and cash equivalents, beginning of year 197,209 229,768 Cash and cash equivalents, end of period $ 13,543 $ 16,805 Supplemental disclosure of non-cash investing and financing activities: Income tax benefit resulting from exercises of stock options $ — $ 2,187 Issuance of shares under deferred stock plan 105 — Issuance of treasury stock under incentive stock programs 4 8 See Notes to Condensed Consolidated Financial Statements. 5 TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) October 28, 2006 and October 29, 2005 Note 1. Nature of Operations Trans World Entertainment Corporation and subsidiaries (“the Company”) is the largest specialty music and video retailer in the United States. The Company operates a chain of mall-based retail entertainment stores under the f.y.e., Sam Goody and Suncoast brands and freestanding locations under the brands Coconuts Music and Movies, Strawberries Music, Wherehouse, Sam Goody, Spec’s and Second Spin. Consistent with the Company’s strategy to establish f.y.e.
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