Mail Stop 3561
January 31, 2006
Mr. Robert J. Higgins
Chairman and Chief Executive Officer
Trans World Entertainment Corporation
38 Corporate Circle
Albany, NY 12203
Re: Trans World Entertainment Corporation
Form 10-K for the Fiscal Year Ended January 29, 2005
Filed April 14, 2005
File No. 0-14818
Dear Mr. Higgins:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Please provide a written response to
our
comments. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended January 29, 2005
Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting
Policies
Gift Certificates, page 39
1. We note that you estimate breakage based on the historical
relationship of the redemption of gift cards redeemed to gift
cards
sold over a certain period of time. Please tell us your basis in
GAAP for recognizing revenue before either performance or a legal
release from the liability as contemplated by SFAS 140. In doing
so,
tell us whether all of your gift cards and certificates are
redeemable for cash and carry expiration dates and whether and how
your accounting policies differ with respect to gift cards and
certificates that do and do not carry expiration dates. Please
also
tell us whether you recognize breakage upon sale of the gift cards
and certificates or over the term of your performance obligation
and
your basis in GAAP for doing so. We generally do not believe that
any breakage should be recognized at the point of purchase. In
your
response, please provide historical evidence that demonstrates to
us
that the demand for future performance with respect to the
estimated
breakage recognized is remote and that the estimate is based on a
large population of homogeneous transactions. Consider providing
us
a schedule that reflects the following information for an
appropriate
historical period:
* the number and dollar amount of gift cards purchased by year;
* the number, dollar amount and percentage of gift cards redeemed
in
the year of purchase and in each subsequent year;
* the number, dollar amount and percentage of gift cards
outstanding
at the end of the year of purchase and each subsequent year; and
* the breakage recognized on a quarterly basis for the historical
periods presented in the filing.
Finally, tell us where breakage is classified in your statements
of
operations.
Note 4. Fixed Assets, page 42
2. We note your disclosures on pages 13, 25, 37, and 43 regarding
the
correction of lease accounting errors and that the cumulative
effect
of the error was recorded in fiscal year 2004. It appears that
your
prior period statements of cash flows and balance sheet have not
been
revised to conform to your current presentation for construction
allowances. Tell us why you did not restate your historical
statements of cash flows to reflect construction allowances in
operating activities. Additionally, with regard to your lease
accounting errors, please provide us with your qualitative and
quantitative assessment of materiality for the quarterly and
annual
periods presented which supports your conclusion that these
adjustments are not material to your historical financial
statements
and that no restatements are necessary. In your response, please
provide a table showing the previously reported and "as adjusted"
amounts for each applicable cash flow, balance sheet, and
statement
of operations line item. The "as adjusted" column should reflect
your financial statements as if all lease accounting errors and
misclassifications have been corrected. Refer to SAB Topics 5:F
and
1:M.
Form 8-K filed August 11, 2005
3. We note that you disclose the per-share impacts of an income
tax
benefit and a state tax charge. We also note that similar
disclosure
is included in your Form 8-K filed on November 10, 2005. As
required by Release 33-8176, please disclose the following
information in future filings:
* the reasons why management believes that presentation of the
non-
GAAP financial measures provide useful information to investors
regarding your financial condition and results of operations; and
* to the extent material, the additional purposes, if any, for
which
management uses the non-GAAP financial measures that are not
otherwise disclosed.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Staff Accountant Andrew Blume at (202) 551-3254.
Any
other questions regarding disclosure issues may be directed to me
at
(202) 551-3716.
Sincerely,
William Choi
Accounting Branch
Chief
Mr. Robert J. Higgins
Trans World Entertainment Corporation
January 31, 2006
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