Kaspien Holdings Inc. - Quarter Report: 2008 August (Form 10-Q)

TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES
Item 2 - Management’s Discussion and Analysis of Financial Condition and
Results of Operations
August 2, 2008 and August 4, 2007

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, home 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 financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.

As of August 2, 2008, the Company operated 789 stores totaling approximately 5.0 million square feet in the United States, the District of Columbia, the Commonwealth of Puerto Rico and the U.S. Virgin Islands. The Company’s stores offer predominantly entertainment software, including music, home video and video games. In total, these categories represented 86% of the Company’s sales in the twenty-six weeks ended August 2, 2008. The balance of categories, including software accessories, trend and electronic products represented 14% of the Company’s sales in the twenty-six weeks ended August 2, 2008.

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

Sales: The Company measures the rate of comparable store sales change. A store is included in comparable store sales calculations at the beginning of its thirteenth full month of operation. Mall stores relocated in the same shopping center after being open for at least thirteen months are considered comparable stores. Closed stores that were open for at least thirteen months are included in comparable store sales through the month immediately preceding the month of closing. The Company further analyzes sales by store format and by product category. In evaluating sales within a category, the Company analyzes Top 50 (sales from the top 50 selling new releases from a specified period) and catalog (older releases) sales.

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 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.

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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 asset impairment charges and write-offs, if any, and miscellaneous 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 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, 2008
Compared to the Thirteen and Twenty-six Weeks Ended August 4, 2007

The following table sets forth a period over period comparison of the Company’s sales for the thirteen weeks and twenty-six weeks ended August 2, 2008 and August 4, 2007, by category:

		Thirteen weeks ended																		Twenty-six weeks ended
		August 2,				August 4,				Change				%			Comp			August 2,				August 4,				Change				%			Comp
		2008				2007											Store			2008				2007											Store
																	Sales																		Sales
						(in thousands)																		(in thousands)
Sales		$	215,226			$	267,305			$	(52,079	)		(19	)%		(7	)%		$	447,778			$	553,612			$	(105,834	)		(19	)%		(7	%)
As a % of sales
Music			39	%			43	%									(17	)%			38	%			43	%									(21	)%
Home Video			39	%			36	%									1	%			40	%			37	%									3	%
Video Games			8	%			8	%									(10	)%			8	%			8	%									(1	)%
Other			14	%			13	%									6	%			14	%			12	%									13	%
Store Count:																					789				963				(174	)		(18	)%

Sales. Sales decreased 19% in both the thirteen and twenty-six week periods ending August 2, 2008. The decrease in total sales is due to comparable store sales decline of 7% for both the thirteen and twenty-six week periods ended August 2, 2008 and a decline of 18% in the number of stores in operation as compared to the same period last year.

           Music:
The Company offers a wide range of compact discs (“CDs”) and music DVDs across most music genres, including new releases from current artists as well as an extensive catalog of music from past periods and artists.

During the thirteen and twenty-six weeks ended August 2, 2008, CD sales in comparable stores decreased 17% and 21%, respectively, versus the thirteen and twenty-six weeks ended August 4, 2007. The decrease is related to continued industry declines.

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           Home Video:
The Company offers DVDs and high definition DVDs in all of its stores. Comparable store sales in the video category increased 1% and 3% during the thirteen and twenty-six week periods ending August 2, 2008, respectively. The increase in video sales was driven by catalog performance and strong promotional efforts, partially offset by a weak new release schedule.

           Video Games:
The Company offers video game hardware and software in many of its stores. Comparable store sales decreased 10% during the thirteen weeks ended August 2, 2008 while decreasing 1% during the twenty-six week period ended August 2, 2008. The decline in video game sales is due to a lack of allocation of hardware which limits software sales attachment and the reduction in the number of stores carrying video games to 400 from 600 with the strategy to build the business on the allocation of product to fewer stores.

           Other:
The Company offers accessory items for the use, care and storage of entertainment software, along with trend and electronic products. Comparable store sales, on a combined basis, increased 6% and 13% during the thirteen and twenty-six week periods ended August 2, 2008, respectively. In addition, on a combined basis, these categories represented 14% of total sales during the thirteen and twenty six weeks ended August 2, 2008.

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

		Thirteen weeks ended								Twenty-six weeks ended
		(in thousands)				Change				(in thousands)				Change
		August 2,		August 4,						August 2,		August 4,
		2008		2007		$		%		2008		2007		$		%
Gross Profit		$75,870		$97,962		$(22,092)		(23)%		$158,858		$202,343		$(43,485)		(21)%
As a % of sales		35.3%		36.6%						35.5%		36.5%

The decrease in gross profit as a percentage of sales for the thirteen and twenty-six week periods ended August 2, 2008 reflects lower vendor allowances this year versus last year.

Selling, General & Administrative Expenses (“SG&A”). The following table sets forth a period over period comparison of the Company’s SG&A:

		Thirteen weeks ended								Twenty-six weeks ended
		(in thousands)				Change				(in thousands)				Change
		August 2,		August 4,						August 2,		August 4,
		2008		2007		$		%		2008		2007		$		%
SG&A		$94,533		$114,823		$(20,290)		(18)%		$188,331		$233,622		$(45,291)		(19)%
As a % of sales		43.9%		43.0%						42.1%		42.2%

The $20 million decrease in SG&A expenses for the thirteen weeks ended August 2, 2008 compared to prior year is largely attributable to the Company operating an average of 18% fewer stores. Despite the decrease, SG&A as a percentage of sales increased to 43.9% from 43.0% due to the sales decline of 19% in the quarter. The increase in SG&A expenses as a percentage of sales from 42.2% for the twenty-six week period ended August 4, 2007 to 42.1% for the twenty-six week period ended August 2, 2008 is due to the overall sales decline of 19%.

Included in SG&A for the twenty six weeks ended August 2, 2008, is a gain of $3.1 million from the sale of the Canton, Ohio distribution facility.

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Interest Expense, net. Interest expense, net was $1.0 million and $1.9 million during the thirteen and twenty-six week periods ended August 2, 2008 compared to $1.7 million and $3.1 million for the thirteen and twenty-six week periods ended August 4, 2007, respectively. The decrease is due to lower average borrowings and average interest rates under the Company’s revolving credit facility.

Income Tax Benefit. The following table sets forth a period over period comparison of the Company’s income tax benefit:

		Thirteen weeks ended								Twenty-six weeks ended
		(in thousands)								(in thousands)
		August 2,				August 4,				August 2,				August 4,
		2008				2007				2008				2007
Income tax expense (benefit) before impact
of period-specific items		$	0			$	(8,388	)		$	0			$	(15,576	)
Effective tax rate before impact of period
specific items			0	%			45.1	%			0	%			45.3	%
Tax expense (benefit) of period-specific
items			(419	)			(138	)			(296	)			298
Income tax expense (benefit)		$	(419	)		$	(8,526	)		$	(296	)		$	(15,278	)

As of February 2, 2008, the Company had incurred a cumulative three-year loss. Based on the cumulative three-year loss and other available objective evidence, management concluded that a full valuation allowance should be recorded against the Company’s deferred tax assets. In light of the recognition of a full valuation allowance as of February 2, 2008, the net loss incurred for the thirteen and twenty-six weeks ended August 2, 2008 and the projected net loss for the year ending January 31, 2009, the Company did not provide a current tax benefit for the net loss incurred for the thirteen and twenty six weeks ended August 2, 2008.

For the thirteen and twenty six weeks ended August 2, 2008, the tax benefit associated with quarter-specific items is primarily attributable to FIN 48 statute of limitation expirations offset by tax expense attributable to FIN 48 interest and state taxes based on modified gross receipts recorded during the period. For the thirteen and twenty six weeks ended August 4, 2007, the tax benefit associated with quarter-specific items is primarily attributable to changes in state tax laws enacted during the period.

 

 

 

 

 

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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,				August 4,				August 2,				August 4,
(in thousands)		2008				2007				2008				2007
Loss before income tax
benefit		$	(19,649	)		$	(18,600	)		$	(31,352	)		$	(34,421	)
Income tax benefit			(419	)			(8,526	)			(296	)			(15,278	)
Net loss		$	(19,230	)		$	(10,074	)		$	(31,056	)		$	(19,143	)

Loss before income tax benefit increased $1.0 million to $19.6 million for the second quarter of 2008, from $18.6 million last year. For the thirteen weeks ended August 2, 2008, the Company’s net loss increased $9.2 million, to $19.2 million from $10.1 million for the thirteen weeks ended August 4, 2007, largely attributable to the reduced tax benefit recorded in the current interim period.

For the twenty six weeks ended August 2, 2008, loss before income taxes improved $3.1 million to $31.4 million from $34.4 million last year. This improvement was primarily driven by the gain on the sale of the Canton, Ohio distribution facility. The Company’s net loss increased $11.9 million to $31.1 million from $19.1 million for the twenty six weeks ended August 4, 2007, largely attributable to the reduced tax benefit recorded in the current interim period.

 

 

 

 

 

 

 

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Cash Flows. The Company’s primary sources of working capital are cash provided by operations and borrowings under its revolving credit facility. The Company’s cash flows fluctuate from quarter to quarter due to various items, including the seasonality of sales and results from operations, merchandise inventory purchases and the related terms on the purchases, tax payments, capital expenditures, and store acquisitions. Management believes it will have adequate resources to fund its cash needs for the foreseeable future.

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, 2008 and August 4, 2007:

		Twenty six weeks ended								Change
(in thousands)		August 2,				August 4
		2008				2007				$
Operating Cash Flows		$	(99,027	)		$	(157,020	)		$	57,993
Financing Cash Flows			33,748				60,595				(26,847	)
Sale of distribution facility			6,193				---				6,193
Capital Expenditures			(5,169	)			(8,947	)			3,778
Cash and Cash
Equivalents			10,400				13,258				(2,858	)
Merchandise Inventory			399,193				474,753				(75,560	)
Working Capital			228,815				256,998				(28,183	)

The Company had cash and cash equivalents of $10.4 million at August 2, 2008, compared to $74.7 million at February 2, 2008 and $13.3 million at August 4, 2007. Merchandise inventory was $81 per square foot at August 2, 2008, compared to $82 per square foot at August 4, 2007.

Cash used by operating activities was $99.0 million for the twenty six weeks ended August 2, 2008. The primary use of cash was a seasonal reduction of accounts payable, resulting in an $81.4 million increase in net inventory (inventory less accounts payable). The Company's merchandise inventory and accounts payable are heavily influenced by the seasonality of its business. A significant reduction of accounts payable occurs annually in the fiscal first quarter, reflecting payments for merchandise inventory sold during the prior year's holiday season.

During the twenty six weeks ended August 2, 2008, the Company sold its Canton, Ohio distribution facility, receiving net proceeds of $6.2 million.

Cash provided by financing activities was $33.7 million for the twenty six weeks ended August 2, 2008. The primary source of cash of $35.5 million was from borrowings under the Company’s revolving credit facility.

The Company has a five-year, $150 million secured revolving credit facility with Bank of America, N.A. that expires in January 2011. The revolving credit facility contains provisions governing additional indebtedness and acquisitions and is secured by the Company’s eligible inventory, proceeds from the sale of inventory and by the stock of the Company’s subsidiaries. The Company anticipates the amount of the revolving credit facility being fully available to the Company through its term, and does not anticipate any difficulty in obtaining a replacement facility upon its expiration. As of August 2, 2008, the

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Company had borrowed $35.5 million under the revolving credit facility, had $0.7 million in outstanding letter of credit obligations under the revolving credit facility and $113.8 million was available for borrowing. The weighted average interest rate on outstanding borrowings for the thirteen weeks ended August 2, 2008 was 3.52%.

Capital Expenditures. During the twenty-six weeks ended August 2, 2008, the Company made capital expenditures of $5.2 million. The Company plans to spend a total of $15 million for capital expenditures in 2008.

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, valuation of long-lived assets, income taxes, stock-based compensation 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.

Note 1 of Notes to the Consolidated Financial Statements on Form 10-K for the year ended February 2, 2008 includes a summary of the significant 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 2, 2008.

Recently Issued Accounting Pronouncements:

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”). This new standard establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This standard is effective for fiscal years beginning after December 15, 2008. The Company plans to adopt SFAS 160 on February 1, 2009 and will apply the provisions to prospective transactions.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations,” (“SFAS 141R”). This new standard applies to all transactions or other events in which an entity obtains control of one or more businesses, including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration. This standard replaces FASB Statement No. 141 and applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. The Company plans to adopt SFAS 141R on February 1, 2009 and will apply the provisions to prospective transactions.

 

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In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, (“SFAS 161”). SFAS 161 provides companies with requirements for enhanced disclosures about derivative instruments and hedging activities to enable investors to better understand their effects on a company’s financial position, financial performance and cash flows. These requirements include the disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. SFAS 161 is effective for fiscal years beginning after November 15, 2008. The adoption of SFAS 161 is not expected to impact the Company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to Statement of Auditing Standards Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We do not expect this statement to have a material impact on our financial condition or operating results.

 

 

 

 

 

 

 

 

 

 

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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 revolving credit facility, the Company is subject to risk resulting from interest rate fluctuations since interest on the Company’s borrowings under its revolving credit facility can be variable. Interest on the revolving credit facility is payable monthly in arrears at a variable rate of either the prime rate or LIBOR plus 0.75%. If interest rates on the Company’s revolving 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 2, 2008. The Company does not hold any derivative instruments and does not engage in hedging activities.

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, 2008, have concluded that as of such date the Company’s disclosure controls and procedures were adequate and effective and designed to ensure that material information relating to the Company and its subsidiaries would be made known to such officers on a timely basis.

(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.

 

 

 

 

 

 

 

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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 2, 2008.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3 – Defaults Upon Senior Securities
None.

Item 4 - Submission of Matters to a Vote of Security Holders

A)	An Annual Meeting of Shareholders of Trans World Entertainment Corporation was held on Wednesday, July 1, 2008.
B)	In the case of each individual nominee named below, authority to vote was withheld with respect to the number of shares shown opposite their name in Column 1, and each nominee received the number of votes set opposite their name in Column 2 for election as director of the Corporation.

		Column 1		Column 2
Names of Nominees		Withheld		Votes for
Martin Hanaka		711,104		28,289,246
Isaac Kaufman		729,692		28,270,658

Item 5 – Other Information
None.

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.

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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, 2008		By:   /s/ Robert J. Higgins
		Robert J. Higgins
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
September 11, 2008		By:   /s/ John J. Sullivan
		John J. Sullivan
		Executive Vice President and Chief Financial Officer (Principal Financial
		and Chief Accounting Officer)

 

 

 

 

 

 

 

 

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