8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2009

TRANS WORLD ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
New York	0-14818	14-1541629
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	identification No.)
38 Corporate Circle, Albany, New York		12203
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: (518) 452-1242
None
(Former name or former address, if changed since last report.)

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 5, 2009, Trans World Entertainment Corporation issued a press release announcing its financial results for its fiscal fourth quarter ended January 31, 2009. A copy of Trans World Entertainment Corporation’s press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

ITEM 7.01. REGULATION FD DISCLOSURE

Attached hereto as Exhibit 99.2 is the transcript for the earnings conference call of Trans World Entertainment Corporation held on March 5, 2009. The information in this Current Report on Form 8-K, including the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including the exhibit attached hereto, shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Certain information contained in this Current Report on Form 8-K, including information in Exhibit 99.2 hereto, is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning results of operations and Trans World Entertainment Corporation’s strategies. Trans World Entertainment Corporation cautions that there are factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Trans World Entertainment Corporation; accordingly, there can be no assurance that such suggested results will be realized. For a list of Trans World Entertainment Corporation’s risk factors, see the Company’s Annual Filing on Form 10-K with the Securities and Exchange Commission for the year ended February 2, 2008.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     (c) EXHIBITS. The following are furnished as Exhibits to this Report:

Exhibit
No.	Description
99.1	Trans World Entertainment Corporation Press Release dated March 5, 2009
99.2	Trans World Entertainment Corporation Transcript for Earnings Call held on March 5, 2009.

2

SIGNATURES

     Pursuant to the requirements of the Securities 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
Date: March 6, 2009	/s/ John J. Sullivan
	John J. Sullivan
	Executive Vice President-Finance, Chief
	Financial Officer and Secretary

3

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Trans World Entertainment Corporation Press Release dated March 5, 2009.
99.2	Trans World Entertainment Corporation Transcript of Earnings Call held on March 5, 2009.

EX-99.1

EXHIBIT 99.1

	Contact: Trans World Entertainment John J. Sullivan EVP, Chief Financial Officer (518) 452-1242	Contact: Financial Relations Board Marilynn Meek (mmeek@frbir.com) (212) 827-3773
38 Corporate Circle Albany, NY 12203
www.twec.com			NEWS RELEASE

TRANS WORLD ENTERTAINMENT ANNOUNCES FOURTH QUARTER AND
FISCAL 2008 RESULTS

     Albany, NY, March 5, 2009 -- Trans World Entertainment Corporation (Nasdaq: TWMC) today reported financial results for its fourth quarter and fiscal year ended January 31, 2009. For the fourth quarter, total sales decreased 24% to $344.7 million compared to $451.5 million in 2007. Comparable store sales for the quarter decreased 14%. During the quarter, the Company operated an average of 763 stores compared to 922 stores last year, a 17% decline.

     For the fourth quarter of 2008, the Company recorded a net loss of $9.4 million, or $0.30 per share. This year’s fourth quarter results included a non-cash impairment charge to write down certain long-lived assets, pursuant to Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” totaling $15.2 million, or $0.48 per share for the quarter. For the fourth quarter of 2007 the net loss was $66.0 million, or $2.12 per share. Last year’s fourth quarter results included a non-cash tax expense of $43.4 million, or $1.39 per share for the quarter, to establish a full valuation allowance against the Company’s deferred tax assets, pursuant to Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes”. Additionally, last year’s fourth quarter results included a non-cash impairment charge to write down certain long-lived assets, pursuant to SFAS No. 144 totaling $30.7 million, or $0.99 per share for the quarter.

     For fiscal year 2008, total sales decreased 22% to $988.0 million compared to $1.266 billion in 2007. Comparable store sales for fiscal year 2008 decreased 11%. During the year, the Company operated an average of 786 stores compared to 956 stores last year, an 18% decline.

     Net loss for fiscal 2008 was $69.0 million, or $2.21 per share. For fiscal year 2007, the net loss was $99.4 million, or $3.20 per share.

     Trans World will host a teleconference call today, Thursday, March 5, 2009, at 9:00 AM ET to discuss its financial results. Interested parties can listen to the simultaneous webcast on the Company's corporate website, www.twec.com.

     Trans World Entertainment is a leading specialty retailer of entertainment software, including music, video and video games and related products. The Company operates retail stores in the United States, the District of Columbia, the U.S. Virgin Islands, and Puerto Rico, primarily under the names

f.y.e.for your entertainment and Suncoast and on the web at www.fye.com, www.wherehouse.com, www.secondspin.com, www.samgoody.com and www.suncoast.com.

Certain statements in this release set forth management's intentions, plans, beliefs, expectations or predictions of the future based on current facts and analyses. Actual results may differ materially from those indicated in such statements. Additional information on factors that may affect the business and financial results of the Company can be found in filings of the Company with the Securities and Exchange Commission.

—table to follow —

2

TRANS WORLD ENTERTAINMENT CORPORATION
Financial Results

STATEMENTS OF OPERATION:
(in millions, except per share data)	Thirteen Weeks Ended										Fiscal Year Ended
	January 31,			% to		February 2,			% to		January 31,			% to		February 2,			% to
	2009			Sales		2008			Sales		2009			Sales		2008			Sales
Net sales	$	344.7				$	451.5				$	987.6				$	1,265.7
Cost of sales		238.0		69.1	%		299.4		66.3	%		656.7		66.5	%		819.9		64.8	%
Gross profit		106.7		30.9	%		152.1		33.7	%		330.9		33.5	%		445.8		35.2	%
Selling, general and
administrative expenses		94.2		27.3	%		111.7		24.7	%		358.7		36.3	%		433.2		34.2	%
Impairment charge		15.2		4.4	%		30.7		6.8	%		15.2		1.5	%		30.7		2.4	%
Depreciation and amortization		5.4		1.6	%		9.9		2.2	%		22.1		2.3	%		37.2		3.0	%
Loss from operations		(8.1	)	-2.4	%		(0.2	)	0.0	%		(65.1	)	-6.6	%		(55.3	)	-4.4	%
Interest expense, net		0.9		0.3	%		1.0		0.3	%		3.9		0.4	%		6.1		0.5	%
Loss before income taxes		(9.0	)	-2.7	%		(1.2	)	-0.3	%		(69.0	)	-7.0	%		(61.4	)	-4.9	%
Income tax expense		0.4		0.1	%		64.8		14.3	%		-		0.0	%		38.0		3.0	%
Net loss	$	(9.4	)	-2.8	%	$	(66.0	)	-14.6	%	$	(69.0	)	-7.0	%	$	(99.4	)	-7.9	%
Basic and diluted loss per common share:
Basic and diluted loss per common share	$	(0.30	)			$	(2.12	)			$	(2.21	)			$	(3.20	)
Weighted average number of
common shares outstanding		31.3					31.1					31.2					31.0
											January 31,					February 2,
SELECTED BALANCE SHEET CAPTIONS:											2009					2008
(in millions, except store data)
Cash and cash equivalents											$	30.1				$	74.7
Merchandise inventory												378.2					440.2
Fixed assets (net)												50.4					82.2
Accounts payable												170.3					237.8
Long-term debt and capital lease obligations, less current portion												8.8					12.6
Stores in operation												712					813

3

EX-99.2

   c56843_ex99-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing