10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                       .

Commission File No.:  0-25244

TRANS WORLD CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization)	13-3738518 (I.R.S. Employer Identification No.)
545 Fifth Avenue, Suite 940 New York, NY (Address of Principal Executive Offices)	10017 (Zip Code)

Registrant’s telephone number, including area code: (212) 983-3355

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934 during the preceding 12 months (or for such 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES xNO o

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  o Accelerated filer  o Non-accelerated filer  o Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES oNO x

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of May 1, 2014 was 8,809,435.

TRANS WORLD CORPORATION AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2014

INDEX

		Page
PART 1 — FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2014 and 2013 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013 (unaudited)	3
	Notes to Condensed Consolidated Interim Financial Statements (unaudited)	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II — OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	18
ITEM 1A.	RISK FACTORS	18
ITEM 5.	OTHER INFORMATION	18
ITEM 6.	EXHIBITS	19
	SIGNATURES	23

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ITEM 1.FINANCIAL STATEMENTS

TRANS WORLD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2014 and December 31, 2013

(in thousands, except for share data)

	March 31, 2014			December 31, 2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	6,570		$	6,284
Prepaid expenses	367			267
Other current assets	348			297
Total current assets	7,285			6,848
PROPERTY AND EQUIPMENT, less accumulated depreciation of $12,579 and $12,246, respectively	33,537			33,464
OTHER ASSETS:
Goodwill	6,085			6,093
Deposits and other assets	1,216			1,218
Total other assets	7,301			7,311
TOTAL ASSETS	$	48,123		$	47,623
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Long-term debt, current maturities	$	—		$	138
Capital lease, current portion	46			48
Accounts payable	465			491
Czech gaming tax accrual	1,756			2,040
Foreign income tax accrual	479			676
Accrued expenses and other current liabilities	2,196			1,702
Total current liabilities	4,942			5,095
LONG-TERM LIABILITIES:
Capital lease, less current portion	68			80
Deferred foreign tax liability	560			560
Total long-term liabilities	628			640
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value, 4,000,000 shares authorized, none issued
Common stock, $0.001 par value, 20,000,000 shares authorized, 8,809,435 shares in 2014 and 8,810,135 shares in 2013, issued and outstanding	9			9
Additional paid-in capital	52,804			52,578
Accumulated other comprehensive income	5,696			5,742
Accumulated deficit	(15,956		)	(16,441		)
Total stockholders’ equity	42,553			41,888
TOTAL LIABILITIES AND EQUITY	$	48,123		$	47,623

See accompanying notes to condensed consolidated interim financial statements.

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TRANS WORLD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31, 2014 and 2013

(in thousands, except for share data)

	Three Months Ended March 31,
	2014			2013
	(Unaudited)			(Unaudited)
REVENUES	$	9,122		$	8,231
COSTS AND EXPENSES:
Cost of revenues	4,986			4,596
Depreciation and amortization	403			396
Selling, general and administrative	3,015			2,775
	8,404			7,767
INCOME FROM OPERATIONS, before other expense and foreign income taxes	718			464
OTHER EXPENSE:
Interest expense, net	(2		)	(23		)
INCOME BEFORE FOREIGN INCOME TAXES	716			441
FOREIGN INCOME TAXES	(231		)	(173		)
NET INCOME	485			268
Other comprehensive income (loss), foreign currency translation adjustments, net of tax	(46		)	(2,168		)
COMPREHENSIVE INCOME (LOSS)	$	439		$	(1,900	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	8,809,894			8,828,483
Diluted	9,121,982			9,055,505
EARNINGS PER COMMON SHARE:
Basic	$	0.06		$	0.03
Diluted	$	0.05		$	0.03

See accompanying notes to condensed consolidated interim financial statements.

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TRANS WORLD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2014 and 2013

(in thousands)

	Three Months Ended March 31,
	2014			2013
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	485		$	268
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	403			396
Stock options expense
Deferred board fees	4			3
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(152		)	(246		)
Deposits and other assets	1			19
Accounts payable	(111		)	(568		)
Interest payable	(5		)	(5		)
Czech gaming tax payable	(189		)	(247		)
Foreign income tax accrual	(194		)	144
Accrued expenses and other current liabilities	712			61
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	954			(175		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(488		)	(485		)
Investment into Hotel Savannah and the Spa	(25		)	(17		)
NET CASH USED IN INVESTING ACTIVITIES	(513		)	(502		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on Commerzbank debt				(431		)
Principal payments on Ceska municipal loan	(151		)	(39		)
Share buyback under the Stock Repurchase Program	(2		)	(28		)
NET CASH USED IN FINANCING ACTIVITIES	(153		)	(498		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(2		)	(252		)
NET INCREASE (DECREASE) IN CASH	286			(1,427		)
CASH:
Beginning of period	6,284			6,887
End of period	$	6,570		$	5,460
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	—		$	23
Cash paid during the period for foreign income taxes	$	732		$	152
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Deferred compensation to be paid in common stock	$	223		$	188

See accompanying notes to condensed consolidated interim financial statements.

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TRANS WORLD CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(in thousands, except for share data)

1.Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated interim financial statements of Trans World Corporation and Subsidiaries (collectively, the “Company,” “TWC,” “we,” “our” or “us”) as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013 reflect all adjustments of a normal and recurring nature to fairly present the consolidated financial position, results of operations and cash flows for the interim periods. The financial statements of all foreign subsidiaries consolidated herein have been converted in accordance with accounting principles generally accepted in the United States of America (“US GAAP” or “GAAP”) for financial presentation purposes. All significant intercompany transactions and account balances have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements have been prepared by the Company according to the instructions of Form 10-Q and pursuant to the U.S. Securities and Exchange Commission’s (“SEC”) accounting and reporting requirements under Regulations S-X and S-K. Pursuant to these instructions, certain financial information and footnote disclosures normally included in such consolidated financial statements have been condensed or omitted.  In presenting the condensed consolidated interim financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates.

In management’s opinion, all adjustments considered necessary for fair presentation of financial position, results of operations and cash flows of the Company have been included. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, together with management’s discussion and analysis, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that may occur for the year ending December 31, 2014.

The condensed consolidated balance sheet as of December 31, 2013 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by US GAAP. All monetary amounts set forth in these financial statements are in United States dollars (“USD” or “$”) unless otherwise stated herein.

2.Nature of Business

Trans World Corporation, a Nevada corporation, and Subsidiaries are primarily engaged in the gaming and hotel business in the Czech Republic.

The Company owns and operates three casinos in the Czech Republic (“CZ”), all under the registered brand, American Chance Casinos (“ACC”). The Ceska casino (“Ceska”), located in the town of Ceska Kubice, in the western part of the CZ, close to the German border, currently has 14 gaming tables and 100 slot machines. The Route 55 casino (“Route 55”), located in Dolni Dvoriste, in the southern part of the CZ, close to the Austrian border, has 23 gaming tables and 130 slot machines. The Route 59 casino (“Route 59”), is located in Hate, near Znojmo, in the CZ, and currently has 21 gaming tables and 120 slot machines.

In addition to the above gaming operations, TWC also owns and operates a 77-room, four-star deluxe hotel, the Hotel Savannah, which is physically connected to its Route 59 casino, and a full-service spa, the Spa at Savannah (the “Spa”), which is operated by an independent contractor and is attached to the hotel. The hotel features eight banquet halls for meetings and special events as well as a full-service restaurant and bar.

Effective November 28, 2013, in order to reflect the Company’s industry diversification, TWC renamed its primary Czech subsidiary, American Chance Casinos a.s. to Trans World Hotels & Entertainment, a.s. (“TWH&E”), while still operating its casinos under the ACC brand, without interruption.  Effective January 1, 2014, in the final stage of consolidation, the Trans World Hotels k.s. legal entity, which owns the Hotel Savannah & the Spa, was merged into TWH&E.

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3.Commitments and Contingencies

Lease Obligations- The Company is obligated under one operating lease, for its corporate office space, expiring in March 2015.  Future aggregate minimum annual rental payments under this lease for the next twelve months are as follows:

Twelve Months Ending March 31,
2015	$	89

Rent expense under this lease was approximately $22 and $21 for the three months ended March 31, 2014 and 2013, respectively.

The Company is also obligated under certain five-year, slot equipment operating leases, the projected costs of which are not included in the table above due to fluctuating inventory, expiring over staggered years, which provide for a monthly fixed rental fee per slot machine, and an option for replacement with different/newer machines during the term of the lease.  In the first quarter of 2014, the Company’s slot lease expenses were approximately $668 versus $599 in the comparable period in 2013, an increase of $69, resulting from an addition of 28 slot machines.

Employment Agreements- The Company’s July 1, 2005 employment agreement with its Chief Executive Officer (“CEO”), Mr. Rami S. Ramadan, absent the intervention of either party by September 30th of each year, will renew automatically for another calendar year, currently ending December 31, 2014.  In addition to a perpetually renewable employment term of one year absent the intervention of either party, the agreement provides for annual compensation, plus participation in the Company’s benefits programs and equity incentive plans.  As of March 31, 2014, the Company is contractually obligated to pay approximately $338 of annual base compensation for the remainder of the year 2014.

401(k) Retirement Plan- The Company maintains a contributory 401(k) retirement plan.  The plan is for the benefit of all eligible corporate employees, who may have up to 16.5% of their salary withheld, not to exceed the maximum, federally-allowed amount.  The Company makes an employer-matching contribution of 60 cents for each employee dollar contributed, per each pay period.

Profit Sharing and Individual Performance Plans- The Company also maintains a profit sharing plan as well as a personal performance plan for the benefit of all eligible key management employees (“KME”s).  The profit sharing plan is based on achieving certain annual financial targets, while the individual performance plan is based on each KME’s personal performance relative to pre-set performance criteria throughout the operating year.

Taxing Jurisdiction-The Czech Republic currently has a number of laws related to various taxes imposed by governmental authorities.  Applicable taxes include corporate income tax, gaming tax, value-added tax (“VAT”), payroll (social) taxes and, formerly, charity taxes.  Tax declarations, together with other legal compliance areas (e.g. customs and currency control matters) are subject to review and investigation by a number of governmental authorities, which are enabled by law to impose fines, penalties and interest charges, and create tax risks in the Czech Republic.  Management believes that it has adequately provided for all of its Czech tax liabilities.

Effective January 1, 2012, charity taxes were eliminated in lieu of a new overall flat gaming tax (the “New Gaming Tax”) of 20.0% on all live game and slot revenues, as well as an applicable 19% corporate income tax on adjusted Czech net income.  Additionally, the administration tax and state supervision fee have been eliminated in lieu of a per slot, per diem tax, payable along with the New Gaming Tax.  The New Gaming Tax is payable by the 25th day following the end of each quarter, while the corporate income tax is payable by June 30th of the subsequent year, and, estimated quarterly income tax payments that began in September 2013. (See also Note 4(k) “Czech Gaming Taxes” and Note 4(l) “Income Taxes” below).

Legal Proceedings- The Company is sometimes subject to various contingencies, the resolutions of which its management believes, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.  TWC was not involved in any material litigation during the quarter ended March 31, 2014, and through the date of this filing.

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4.Summary of Selected Significant Accounting Policies

(a)Revenue recognition-Casino revenue is defined as the net win from gaming activities, which is the difference between gaming wagers and the amount paid out to patrons, and is recognized on the day it is earned. Revenues generated from ancillary services, including lodging, sales of food, beverage, cigarettes, and casino logo merchandise are recognized at the time the related services are performed and represent, on an individual basis, less than three percent of total revenues.

(b)Earnings per share- Basic earnings (loss) per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per common share incorporate the dilutive effect of common stock equivalents on an average basis during the period.  The Company’s common stock equivalents currently include stock options, warrants and deferred compensation stock.  Thus, unexercised stock options to purchase 522,600 and 660,400 shares as of March 31, 2014 and March 31, 2013, respectively were included in the computation of diluted earnings per common share, if such unexercised stock options were “in-the-money” and vested.  Warrants to purchase 75,000 shares were also included, if they were “in-the-money” and vested.  In addition, 309,606 and 148,822 issuable shares, as of March 31, 2014 and March 31, 2013, respectively, under the Company’s Deferred Compensation Plan were also included in the computation.

A table illustrating the impact of dilution on earnings per share is presented below: 

	(UNAUDITED)
	For the Three Months Ended
(amounts in thousands, except for	March 31,
share information)	2014		2013
Basic Earnings Per Share:
Net income	$	485	$	268
Weighted average common shares	8,809,894		8,828,483
Basic earnings per share	$	0.06	$	0.03
Diluted Earnings Per Share:
Net income	$	485	$	268
Weighted average common shares	8,809,894		8,828,483
Addition due to the effect of dilutive securities:
Stock options and warrants (1)	2,482		3,405
Stock issuable under the Deferred Compensation Plan	309,606		223,617
Dilutive potential common shares	9,121,982		9,055,505
Diluted earnings per share	$	0.05	$	0.03

(1) Per the treasury stock method.

(c)Goodwill- Goodwill represents the excess of the cost of the Company’s Czech subsidiaries over the fair value of their net assets at the date of acquisition, which consisted of the Ceska casino, the Rozvadov casino (which was sold in 2012) and the parcel of land in Hate (upon a portion of which the Route 59 Casino and Hotel Savannah and the Spa are situated).  Goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test.  Goodwill impairment tests require the Company to first assess qualitative factors, which include macroeconomic conditions, financial performance, and industry and market considerations, to determine whether it is necessary to perform a two-step quantitative goodwill impairment test.  TWC assesses the potential impairment of goodwill annually (as of September 30th) and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded.  TWC has allocated the goodwill over two geographical reporting units that are components of the operating segment “Czech subsidiaries” and are classified as the “German reporting unit” which consists of the

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Ceska casino and the “Austrian reporting unit” which consists of the land in Hate.  There were no indicators of impairment present during the first quarter of 2014; therefore TWC determined that there was no impairment of goodwill at March 31, 2014.  The Company expects to perform its next required annual assessment of goodwill during the third quarter of 2014.

(d)Property and Equipment- Property and equipment is stated at cost less accumulated depreciation and amortization.  TWC capitalizes the cost of improvements that extend the life of the asset and expenses maintenance and repair costs as incurred.  The Company provides for depreciation and amortization using the straight-line method over the following estimated useful lives:

Asset	Estimated Useful Life
Building and improvements	5-50 years
Furniture, fixtures and other equipment	4-12 years

At March 31, 2014 and December 31, 2013, land, property and equipment consisted of the following:

	As of March 31, 2014			As of December 31, 2013
	(unaudited)
Land	$	2,711		$	2,714
Building and improvements	31,832			31,663
Furniture, fixtures and other equipment	11,573			11,333
	46,116			45,710
Less accumulated depreciation and amortization	(12,579		)	(12,246		)
	$	33,537		$	33,464

(e)Impairment for long-lived assets- The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may be recoverable.  If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists.  If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. An estimate of the asset’s fair value is based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable market value.  There were no impairment losses for long-lived assets recorded for the three months ending March 31, 2014 and 2013.

(f)Foreign currency translation- Foreign subsidiaries whose functional currency is the local foreign currency, balance sheet accounts and cash flows are translated at exchange rates in effect at the end of each reporting period and resulting translation adjustments are included in “accumulated other comprehensive income (loss).”  Statement of operations accounts are translated by applying the monthly averages of the daily exchange rates of one (1) US dollar (“USD”) to the Czech Koruna (“CZK”) on the respective monthly local Czech statement of operations accounts for the period.

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The impact of foreign currency translation on goodwill is presented below:

	Applicable	Goodwill
	Foreign Exchange	German		Austrian
As of March 31, 2014 (in thousands, except FX)	Rate (“FX”)(2)	reporting unit		reporting unit		Total
Residual balance, as of January 1, 2003 (in USD) (1)		USD	3,042	USD	537	USD	3,579
USD residual balance, translated at June 30, 1998
(date of acquisition) FX rate of:	33.8830	CZK	103,072	CZK	18,195	CZK	121,267
2003 CZK balance, translated to USD,
at March 31, 2014 FX rate of:	19.9280	USD	5,172	USD	913	USD	6,085
Net increase to Goodwill		USD	2,130	USD	376	USD	2,506

(1)Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002. This balance represents the remaining, unamortized goodwill, after an impairment charge taken prior to January 1, 2003.

(2)FX (interbank) rates taken from www.Oanda.com.

(g)  Stock-based compensation- The Company recognizes the fair value of stock-based compensation in the condensed consolidated statement of operations. The fair value of the Company’s stock option awards are estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award.  In addition, the calculation of compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of stock-based awards is amortized over the vesting period of the award. There were no award expenses for the three months ended March 31, 2014 and 2013, respectively.

(h)Share repurchase - On November 12, 2013, TWC’s board of directors renewed the Company’s stock repurchase program, authorizing the repurchase of up to 500,000 shares of the Company’s Common Stock over a 12-month period ending November 12, 2014.  The program does not obligate the Company to acquire any particular amount of Common Stock, and it could be modified, extended, suspended or discontinued at any time.  Thus, pursuant to the stock repurchase program and through a registered broker-dealer, TWC began repurchase transactions on the open market beginning on November 23, 2012.

The repurchase transactions for the year 2014 are listed in the table below:

ISSUER PURCHASES OF EQUITY SECURITIES

Date	TotalNumber of Shares Purchased	AveragePrice Paid per Share		Cumulative Total of Number of SharesPurchased as Part ofPublicly AnnouncedPlan	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program
As of 12/31/2013		$	2.80	61,500	438,500
01/09/2014	100	$	2.55	61,600	438,400
03/07/2014	300	$	3.01	61,900	438,100
03/12/2014	300	$	3.03	62,200	437,800

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(i)Comprehensive income (loss) — The Company’s change in the foreign currency translation adjustments is included in other comprehensive income (loss).

(j)Promotional allowances — Promotional allowances primarily consist of food and beverages (“F&B”) furnished gratuitously.  For the three months ended March 31, 2014 and 2013, revenues do not include the retail amount of F&B of $2,133 and $1,560, respectively, provided at no-charge to customers. The retail value of the F&B given away is determined by dividing the F&B costs charged to the gaming operation of $576 and $571, for the respective periods, by the average percentage of cost of F&B sold.

The promotional allowances are summarized below:

	(UNAUDITED)
	For the Three Months Ended
	March 31,
(amounts in thousands)	2014			2013
Cost of gratuitous F&B (A)	$	576		$	571
Average cost of F&B sold(B)	27.0		%	36.6		%
Retail value of F&B (A/B)	$	2,133		$	1,560

(k)Czech gaming taxes — The new Gaming Tax Law is summarized in the following table:

	New Gaming Tax Law *
	(Effective January 1, 2012)
Live Games	20% Gaming Tax from Win (70% of tax paid to the federal government; 30% paid to the local municipality).
Slots	20% Gaming Tax from Win (20% of tax paid to the federal government; 80% paid to the local municipality);
	Fifty-five Korunas (or approximately three U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).
Net Income	19% corporate income tax on adjusted net income earned in the Czech Republic, net of exemptions (paid to the federal government).

*The new Gaming Tax is paid quarterly, by the 25th day following the end of a quarter, while estimated quarterly income tax payments are required the beginning of the third quarter of 2013, with the 2013 corporate income tax obligation to be paid by June 30, 2014.

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TWC’s gaming-related taxes and fees for the three months ended March 31, 2014 and 2013 are summarized in the following table:

	(UNAUDITED)
	For the Three Months Ended
(amounts in thousands)	2014			2013
Gaming revenues (live-game and slot only)	$	8,314		$	7,457
Gaming taxes on live games and slots	1,750			1,573
as % of gaming revenue	21.0		%	21.1		%

In conformity with the European Union (“EU”) taxation legislation, when the Czech Republic joined the EU in 2004, its VAT increased from 5% to 22%, from January 2004 through December 2009, and ranged between 9% and 19% for all intra-EU generated purchases. Between January 1, 2010 and December 31, 2012, VAT rates increased to between 10% and 20%, then to 15% and 21%, beginning on January 1, 2013. The applicable VAT rate varies depending on the product or services sold and/or received.  All non-EU generated purchases were impacted by identical VAT increases, beginning in May 2004. The VAT top rate rose to 21% beginning on January 1, 2013. The Company pays its VAT directly to its vendors in connection with any purchases that are subject to this tax. Unlike in other industries, VATs are not recoverable for gaming operations. The recoverable VAT under the Hotel Savannah operation was non-material for the quarters ended March 31, 2014 and 2013, respectively.

(l)Income taxes — The Company complies with accounting and reporting requirements with respect to accounting for U.S. federal and foreign income taxes, which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and the tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the three months ended March 31, 2014 and 2013, respectively. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2010. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

Effective January 1, 2012, the Czech government instituted an effective corporate income tax of 19% on income derived from gaming revenues, which prior to the law changes were subject only to gaming taxes.As a result of the new tax laws and due to the material income tax liability, the Company incurred an estimated foreign income tax expense of $231 and $173 for the three months ended March 31, 2014 and 2013, respectively.  Corporate income tax is payable by the end of June of the subsequent year.  Effective since September 2013, the Company began making estimated quarterly corporate income tax payments.

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(m)Recently issued and adopted accounting standards:

In March 2013, the FASB issued guidance on a parent’s accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. The guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance was effective prospectively for fiscal years beginning on or after December 15, 2013, and for interim periods within those fiscal years. The Company adopted the guidance on January 1, 2014, as required. There was no material impact on its consolidated financial statements resulting from the adoption.

In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. This guidance was effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date; however retrospective application is permitted. The Company adopted the guidance on January 1, 2014, as required. There was no material impact on its consolidated financial statements resulting from the adoption.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note on Forward-Looking Information

This Form 10-Q contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the use in those statements of terminology such as “may,” “will,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” or “continue,” or the negative of such terms or other comparable terminology. The forward-looking statements included in this Form 10-Q address activities, events or developments that we expect or anticipate will or may occur in the future.

Although we believe the expectations expressed in the forward-looking statements included in this Form 10-Q are based on reasonable assumptions within the bounds of our knowledge of our business at the time the statements are made, a number of factors outside of our control could cause actual results to differ materially from those expressed in any of the forward-looking statements included in this Form 10-Q. Any one or a combination of these factors could materially affect our financial performance, business strategy, business operations, plans, goals and objectives. These factors include but are not limited to:

·the market’s acceptance of our gaming offerings;

·the effect of competition in our markets;

·the political, legislative, and regulatory climates and changes upon our business;

·the impact of fluctuations of currencies on revenue we receive or expenses we incur;

·the weather conditions in the markets that we serve; and

·other factors described in our Form 10-K for the year ended December 31, 2013 under the headings “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk.”

Forward-looking statements that we make or that are made by others on our behalf are based on currently available information relating to our business and the environment in which we operate, but because of the factors listed above, actual results may differ significantly from those in forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. The results or developments we anticipate may not be realized. Even if substantially realized, those results or developments may not result in the expected consequences for us or affect us, our business or our operations in the ways we expect. We caution readers not to place undue reliance on any of these forward-looking statements in this Form 10-Q, which speak only as of their dates. We assume no obligation to update any of the forward-looking statements.

Nature of Business and Competition

We are engaged in the acquisition, development and management of niche casino operations in Europe, which feature gaming tables and mechanized gaming devices, such as video slot machines, as well as the acquisition, development and the management of midsize hotels, which may include casino facilities.  Our expansion into the hotel industry was founded on management’s belief that hotels in the midsize class are complementary to our casino brand; that opportunities in one of these two industries often lead to, or are tied to, opportunities in the other industry; and that a more diversified portfolio of assets will give us greater stability and make us more attractive to potential investors.  Further, several of our top management executives have extensive experience in the hotel industry.  In this pursuit, we have developed our first hotel, Hotel Savannah, a 77-room, European four-star deluxe hotel, adjoining our Route 59 Casino, which primarily draws customers from the Vienna, Austria regional area.

Currently, we own and operate three casinos and a hotel in the Czech Republic (“CZ”).  Our Ceska casino, located at Ceska Kubice, in the western part of the CZ close to the border of Germany, currently has six competitors.  Our other two Czech casinos are located in the southern part of the CZ, close to the Austrian border.  The larger of these two, “Route 55,” located in Dolni Dvoriste, has two competitors, and our other casino, “Route 59,” is located in Hate,

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near Znojmo, and currently has three competitors.  Our Hotel Savannah features eight banquet halls for meetings and special events as well as a full-service restaurant and bar, and is connected to our Route 59 casino with the joint facility’s main restaurant linking the two buildings.  Along with the hotel operation, we also launched a full-service spa operation, the Spa at Hotel Savannah (the “Spa”), the operations of which are outsourced to a private, independent contractor and are attached to Hotel Savannah.  The Spa offers Ayurvedic massage therapies and an indoor pool.  Hotel Savannah and the Spa has eight regional competitors, five of which are located in Austria.

On November 23, 2011, we acquired the Ceska casino building and associated land and an adjacent outbuilding and related plot from the town of Ceska Kubice, from which we had been renting the facilities. The acquisition allowed us to undertake much needed capital improvements to the building, as competition in the Ceska area has increased dramatically in recent years.  We invested approximately CZK 36.0 million, or $1.8 million, for the first phase of the capital improvements, which was to expand the Ceska facility by connecting the existing casino with an annex building, in which five VIP guest rooms, offices, and storage areas are located.  The second phase, with a budget of CZK 4.6 million, or around $231,000, was completed by the end of the first quarter of 2014.  The work encompassed additional renovation and reconfiguration of existing slot areas.  The remodeled slot room permitted the addition of 20 video slot machines, which were added on September 1, 2013.  The total cost of the casino purchase, facility expansion and renovation has been funded by excess cash flow from the Company’s operations.

Exchange Rates

Due to the fact that the Company’s operations are located in Europe and principally in the Czech Republic, TWC’s financial results are subject to the influence of fluctuations in foreign currency exchange rates.  The revenue generated by our Czech operations is generally denominated in Euro’s (“EUR”) and the expenses incurred by these facilities are generally denominated in CZK.  As our primary reporting subsidiary, American Chance Casinos a.s., is a Czech entity, all revenues and expenses, regardless of sources of origin, are recognized in the Czech currency and translated to USD for reporting purposes.  A substantial change in the value of either of these currencies in relation to the value of the USD would have an impact on the results from our operations when translated into USD.  We do not hedge our foreign currency holdings.

The actual 2014 and 2013 operating results in local currency for the Czech casino units were converted to USD using the average of the daily exchange rates of each month in the reporting periods.  The monthly average exchange rates for the CZK versus the USD and EUR, respectively, are presented in the following graphical chart.

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The condensed consolidated balance sheet totals of the Company’s foreign subsidiaries at March 31, 2014 and December 31, 2013 were converted to USDs using the interbank exchange rates, as reported at www.oanda.com, which are depicted in the following table:

As of	USD	CZK	EUR
March 31, 2014	1.00	19.9280	0.7271
December 31, 2013	1.00	19.9038	0.7263

Critical Accounting Policies

The discussion and analysis of our consolidated financial condition and results of operations are based upon our condensed consolidated financial statements. These condensed consolidated financial statements have been prepared following the US GAAP and Article 10 of Regulation S-X for interim periods and require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates, including those related to potential impairment of goodwill and share-based compensation expense. As these are condensed consolidated financial statements, the reader should also review expanded information about our critical accounting policies and estimates provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Form 10-K for the year ended December 31, 2013. There have been no material changes to our critical accounting policies and estimates from the information provided in our Form 10-K for the year ended December 31, 2013.

RESULTS OF OPERATIONS

Performance Measures and Indicators

In discussing the consolidated results of operations, we may use or refer to performance measures and indicators that are common to the gaming industry, such as: (i) total live game drop, the dollar value of gaming chips purchased in a given period; (ii) live game drop per head (“DpH”), the per guest average dollar value of gaming chips purchased for cash; (iii) daily income per slot machine; (iv) net win, the difference between gaming wagers and the amount paid out to patrons; (v) win percentage (“WP”), the ratio of net win over total drop; (vi) occupancy rate, the number of rooms sold divided by the number of rooms available; (vii) average daily rate (“ADR”), the average of room rental rates paid per day; and (viii) revenue per available room for rent (“RevPAR”), revenue generated per available room.  These measures are “non-GAAP financial measures.”

Review of the Condensed Consolidated Interim Results of the Company:

Three Months Ended March 31, 2014 and 2013:

	Three Months Ended March 31,
(in thousands, except per share data)	2014			2013			Variance $		Variance %
	(unaudited)			(unaudited)
Total revenues	$	9,122		$	8,231		891		10.8	%
Total costs and expenses	(8,406		)	(7,790		)	(616	)	7.9	%
Income before foreign income taxes	716			441			275		62.4	%
Foreign income taxes	(231		)	(173		)	(58	)	33.5	%
Net income	$	485		$	268		217		80.8	%
Earnings per common share:
Basic	$	0.06		$	0.03
Diluted	$	0.05		$	0.03

For the quarter ended March 31, 2014, our total revenues rose to $9.1 million, a 10.8% increase, or $891,000, from the $8.2 million from for the same quarter a year ago, largely from the benefits of milder winter weather, which stands as a sharp contrast to the severe winter this quarter last year, that helped boost overall gaming attendance by 9.1%.

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Further, we saw an increase in live game DpH of 5.9%, which contributed to a 7.8% increase in consolidated total drop.  The revenue improvement was also partly due to the success of several new promotional events that resulted in record revenue days for the Company.

For the first quarter, our hotel occupancy rose 0.6 percentage points (“ppts”) over the first quarter a year ago, but gave up 2.8% on ADR.  We saw weaker demands for meetings and conferences in this quarter as well as lower food and beverage (“F&B”) consumption by these meeting attendees.

Total costs and expenses of $8.4 million, increased by 7.9%, or $616,000, from the approximately $7.8 million at March 31, 2013.  The increase was largely due to the higher revenue-based gaming taxes and payroll-related expenses.

Income before foreign income taxes increased 62.4%, or $275,000, to $716,000 from the $441,000 generated in the first quarter of 2013, principally due to the strong incremental revenue achieved.

We incurred estimated foreign corporate income taxes of $231,000 for the income earned in the first quarter of 2014, compared with $173,000 that was based on lower income base.

For the first quarter of 2014, we earned a net income of $485,000, or $0.05 per diluted share, compared with $268,000, or $0.03 per diluted share, for last year’s quarter.

Costs and Expenses

Total costs and expenses for the three months ended March 31, 2014 and 2013 are presented below:

	For the Three Months Ended
	March 31,
(amounts in thousands)	2014		2013		Variance $			Variance %
	(unaudited)		(unaudited)
Cost of revenues	$	4,986	$	4,596	$	390		8.5	%
Depreciation and amortization	403		396		7			1.8	%
Selling, general and administrative	3,015		2,775		240			8.6	%
Other expenses	2		23		(21		)	-91.3	%
Total costs and expenses	$	8,406	$	7,790	$	616		7.9	%

Cost of revenues for the quarter ended March 31, 2014 increased by $390,000, or 8.5%, primarily due to increases in volume-driven labor and revenue-based gaming taxes.

Unlike in US-based casinos, visitors to the our casinos are required, by Czech law, to “check in” at the entrance reception, by presenting acceptable forms of picture identification, which effectively permits the Company to track the frequency of their visits and, to a limited extent, the duration of each visit.  As an incentive to gaming activity, we provide complimentary drinks and a free food buffet to all of our playing guests.  In addition to these general amenities, we also issue different classes of “loyalty” cards to customers who spend relatively longer periods of time playing. These cards entitle the holder and a set number of the holder’s guests, depending on the card type, to various complimentary benefits.  We also grant certain other privileges to our VIP players, at each local casino management’s discretion, such as opening a private gaming table, or extending the casino’s operating hours, and/or providing free hotel accommodations.  These loyalty cards are granted based on the frequency of the players’ visits and the aggregate total drop for a pre-determined number of visits.  The complimentary F&B, hotel accommodations and other player-related costs were recognized in our gaming departmental expenses, which totaled approximately $611,000 or 7.1% of gaming departmental revenues for the three months ended March 31, 2014, versus $600,000 or 7.8% of gaming departmental revenues for the comparable period in 2013.  General gifts and giveaways, which were also recognized in our gaming department, excluding personal gifts, represented $162,000 or 1.9% of gaming departmental revenues for the same three months in 2014, compared with $164,000 or 2.1% of gaming departmental revenues for the comparable period in 2013.

The VIP personal gifts were booked as special promotion expenses in the marketing department (in selling, general and administrative costs), and totaled approximately $20,000 for the first quarter in 2014, versus $7,000 for the same quarter a year ago.

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Depreciation and amortization expense increased by $7,000, or 1.8%, primarily due to addition of assets subsequent to the expansion of the Ceska casino.

Selling, general and administrative costs increased by $240,000, 8.6%, to $3.0 million for the quarter ended March 31, 2014, from approximately $2.8 million the same period in 2013, primarily attributable to increases in marketing and promotional expenses.

Other expense of $2,000 represents net interest expense on the Ceska municipal loan, which was paid in full on January 16, 2014, which decreased from a net of $23,000 for the prior year’s comparable quarter (that also had included interest for the Commerzbank loan that was paid in full on July 4, 2013).

Our Operating Facilities:

Our free-standing casinos each offer free parking, a restaurant, lounge areas and multiple bars.  We own the land and buildings that comprise our casino and hotel assets.  Each of our casinos is within an hour’s drive from a major city in either Germany (i.e., Regensburg) or Austria (i.e., Vienna and Linz).

Ceska

Our Ceska casino, which has been re-themed in connection with an expansion and renovation project that began at the beginning of 2013 and ended at the end of the first quarter of 2014, now has a Frank Lloyd-Wright-inspired organic Modern theme.  As of May 2, 2014, Ceska had 14 gaming tables, including six card tables, seven roulette tables, and a 10-position, Slingshot, multi-win roulette table.  The casino also features 100 video slot machines.  In addition to the games, Ceska also offers five luxurious guest-sleeping rooms, which, when not used as courtesy accommodations for our valuable players and guests, can be, but typically are not, rented to paying overnight guests.  The address of our Ceska casino is Ceska Kubice 64, Ceska Kubice 345 32, Czech Republic.

Route 59

As of May 2, 2014, our Route 59 casino, which has a New Orleans in the 1920’s theme, operated 21 gaming tables, consisting of ten card tables, ten roulette tables, and a 16-position, Slingshot multi-win roulette table, as well as 120 video slot machines.  In March 2009, a reception area in the corridor between the casino and adjacent Hotel Savannah was opened to permit easier access between the two operations.  Route 59 is located at 199 American Way, Hate-Chvalovice, Znojmo 669 02.

Route 55

Our Route 55 casino features a Miami Beach “Streamline Moderne” style, reminiscent of Miami Beach in the early 1950’s.  As of May 2, 2014, the two-story casino offered 23 tables, including 12 card tables, 10 roulette tables, a 16-position, Slingshot multi-win roulette table, as well as 130 video slot machines, six of which were added in November 2013.  On the mezzanine level, the casino offers an Italian restaurant, an open buffet area, a VIP lounge, a VIP gaming room equipped with four gaming tables, which are included in the 23 table count, and three private, luxurious guest-sleeping rooms, equipped with full amenities, similar to the five guest rooms at Ceska.  Route 55 is located at Grenzubergang Wullowitz, Dolni Dvoriste 382 72, Czech Republic.

Hotel Savannah and the Spa at Hotel Savannah

As a complement to our gaming operations, in January 2009, we opened Hotel Savannah, a 77-room, European four-star deluxe hotel, the first, constructed from the ground up, hotel for the Company.  In conjunction with opening the hotel, we also launched a full-service spa, the Spa, which is attached to the hotel.  The Spa features a large indoor pool and Ayurvedic massage therapy, which is sub-contracted to a local operator.  Hotel Savannah, which features eight banquet halls for meetings and conventions, is connected to our Route 59 casino with the hotel restaurant linking the two buildings.  The combined operation of the hotel and spa has proven to benefit Route 59 by attracting additional business to the casino, contributing incremental cash, and enhancing the Company’s overall results.

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Sales and Marketing

We utilize a wide range of media marketing and promotional programs in an effort to secure and enhance our competitive position in the respective markets being served and to differentiate our product from our competitors.  With respect to our Czech casinos, we aggressively target key cities in our media campaigns, most notably Vienna and Linz in Austria, and Regensburg in Germany as well as the areas surrounding these cities, all of which are within driving distance of our casinos.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2014, we had a working capital surplus of $2.3 million, an increase of approximately $600,000, from the working capital surplus of approximately $1.8 million at December 31, 2013.  Net cash provided by operating activities for the three months ended March 31, 2014 was $954,000 versus net cash used in operating activities of $175,000 for the same prior year period, largely due to an increase in our accrued expenses and other current liabilities.  Net cash used in investing activities was $513,000 for the quarter ended March 31, 2014, compared with $502,000 in the prior year quarter, and primarily due to increased capital expenditures related to our Ceska casino expansion and renovation project, while the cash flows from financing activities in the first quarter of 2014 consisted of the payoff of the Ceska municipal loan, respectively, plus $2,000 in stock repurchases, pursuant to the Company’s stock repurchase program. Cash used in financing activities in the prior year’s first quarter included principal repayments of the Commerzbank loan that was paid in full in the last quarter of 2013.

On January 16, 2014, we paid off our sole remaining debt of $138,000, that was the municipal loan granted to us by the town of Ceska Kubice in conjunction with our purchase of the property and land that forms the expanded and renovated Ceska casino.

We are obligated under various contractual commitments over the next five years.  We have no off-balance sheet arrangements.  The following is a five-year summary of our commitments as of March 31, 2014:

(in thousands)			Less than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		Thereafter
Operating and capital leases (1)	$	211	$	142	$	35	$	34	$	—
Employment agreement (2)	338		338
Total contractual obligations	$	549	$	480	$	35	$	34	$	—

(1)Includes long-term lease for corporate office space and financial leases.

(2)Represents remaining salary obligation for 2014 under Mr. Ramadan’s employment agreement.

PLAN OF OPERATIONS

We strive to develop and implement marketing and operational strategies that are designed to increase attendance and revenues at our existing locations in the Czech Republic, while working to minimize costs, through, for example, cost-sharing alliances with non-competing businesses such as food and beverage vendors, where advantageous. We endeavor to find synergy of operations between our Route 59 Casino and our newest operating unit, Hotel Savannah to enhance revenues, while reducing operational redundancies.

Long Range Objective

Our operations are primarily in the gaming industry. Consequently, our senior corporate management, several of whom have extensive experience in the hotel industry, are exploring ways to diversify and expand the Company’s operations through the acquisition and/or development of new, complementary non-gaming business units, such as hotels, while continuing to grow the Company’s existing operations. We will also seek to manage or lease new business

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units that complement our existing operations. Acquisitions will be based on evaluations of the potential returns of projects that arise and, for certain projects, the availability of financing.

ITEM 3.                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4.                CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures, as defined in the Securities Exchange Act of 1934,as amended (the “Exchange Act”) and Exchange Act Rule 13a-15(e), which is designed to provide reasonable assurance that information, which is required to be disclosed in our reports filed pursuant to the Exchange Act, is accumulated and communicated to management in a timely manner. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.  At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including Mr. Ramadan, our CEO and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, Mr. Ramadan concluded that, as of the date of such evaluation, our disclosure controls and procedures were effective, at the reasonable assurance level in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.  We made no changes in internal control over financial reporting during the first quarter of 2014 that materially affected, or are likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS

We are sometimes subject to various contingencies, the resolutions of which, our management believes will not have a material adverse effect on our consolidated financial position or results of operations.  We were not involved in any material litigation during the quarter ended March 31, 2014, and through the date of this filing.

ITEM 1A.             RISK FACTORS

There has been no addition of risk factors from the information provided in our Form 10-K for the year ended December 31, 2013.

The risk factors highlighted in our Form 10-K for the year ended December 31, 2013 are not the only risks our Company is facing.  Additional risks and uncertainties not currently known to us or that we deem to be immaterial at this time also may materially adversely impact our business, financial condition and operational results in the future.

ITEM 5.                OTHER INFORMATION

Share Repurchase

On November 12, 2013, TWC’s board of directors renewed the Company’s stock repurchase program (the “program”), in accordance with the retirement method, authorizing the repurchase of up to 500,000 shares of the

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Company’s Common Stock, over a 12-month period ending November 12, 2014.  The program does not obligate the Company to acquire any particular amount of Common Stock, and it could be modified, extended, suspended or discontinued at any time.  Thus, pursuant to the stock repurchase program and through a registered broker-dealer, we conducted repurchases on the open market, arriving at an outstanding 8,809,435 shares at March 31, 2014.  The repurchase transactions for the year 2014 are listed in the table below:

ISSUER PURCHASES OF EQUITY SECURITIES

Date	TotalNumber of  Shares  Purchased	AveragePrice Paid  per Share		Cumulative Total of  Number of Shares Purchased as Part ofPublicly AnnouncedPlan	Maximum Number  (or Approximate  Dollar Value) of  Shares That May  Yet Be Purchased  Under the Plan or  Program
As of 12/31/2013		$	2.80	61,500	438,500
01/09/2014	100	$	2.55	61,600	438,400
03/07/2014	300	$	3.01	61,900	438,100
03/12/2014	300	$	3.03	62,200	437,800

ITEM 6.                EXHIBITS

Reference is made to the Exhibit Index hereinafter contained.

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TRANS WORLD CORPORATION
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2014

Item No	Item	Method of Filing
3.1(a)	Articles of Incorporation	Incorporated by reference to Exhibit 3.1 contained in the registration statement on Form SB-2 (File No. 33-85446-A).
3.1(b)	Certificate of Amendment to Articles of Incorporation	Incorporated by reference to Exhibit 3.1 contained in the Form 10-KSB for the fiscal year ended December 31, 2000 (File No. 0-25244)
3.1 (c)	Certificate of Amendment to Articles of Incorporation	Incorporated by reference to Exhibit 3.1 contained in the Form 10-KSB for the fiscal year ended December 31, 2004 (File No. 0-25244)
3.2	Bylaws	Incorporated by reference to Exhibit 3.2 contained in the registration statement on Form SB-2 (File No. 33-85446-A).
4.1	Specimen Common Stock Certificate	Incorporated by reference to Exhibit 4.1 contained in the registration statement on Form SB-2 (File No. 33-85446-A).
4.2	Indenture dated March 31, 1998, as supplemented on October 29, 1998. October 15, 1999 and September 10, 2001, among the registrant, TWC International U.S. Corporation, TWC Finance Corp. and U.S. Trust Company of Texas, N.A.	Incorporated by reference to Exhibit 4(1) contained in the Form 8-K filed on April 14, 1998 (File No.0-25244).
4.3	Indenture dated March 31, 1998, as supplemented on October 29, 1998, October 15, 1999 and September 10, 2001, between TWC International U.S. Corporation and U.S. Trust Company of Texas, N.A.	Incorporated by reference to Exhibit 4(III) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244).
4.4	Series A Warrant to Purchase Common Stock dated March 31, 1998	Incorporated by reference to Exhibit 4(VI) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)
4.5	Series B Warrant to Purchase Common Stock dated March 31, 1998	Incorporated by reference to Exhibit 4(VII) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)
4.6	Series C Warrant to Purchase Common Stock dated March 31, 1998	Incorporated by reference to Exhibit 4(II) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)
4.7	Series G Warrant to Purchase Common Stock dated March 31, 1999	Incorporated by reference to Exhibit 10.49 contained in the Form 10-KSB filed on May 30, 2000 (File No. 0-25244)

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4.8	Agreement to Amend Warrants dated March 31, 1998 among the Company and the named Holders	Incorporated by reference to Exhibit 4(VIII) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)
10.1	1993 Incentive Stock Option Plan	Incorporated by reference to Exhibit 10.13 contained in the registration statement on Form SB-2 (File No. 33-85446-A).
10.2	Loan Agreement dated June 11, 1997 between the Company and Value Partners	Incorporated by reference to Exhibit 10.36 contained in the Form 8-K filed on June 17, 1997 (File No. 0-25244)
10.3	Loan Agreement dated October 27, 1997, between Value Partners, and the Company	Incorporated by reference to Exhibit 10.39 contained in the Form 10-QSB for the quarter ended September 30, 1997, filed on November 12, 1997 (File No. 0-25244)
10.4	Employment Agreement between the Company and Rami S. Ramadan dated July 12, 1999	Incorporated by reference to Exhibit 10.1 contained in the Form 8-K filed on July 13, 1999 (File No. 0-25244)
10.5	Amendment to Employment Agreement between the Company and Rami S. Ramadan dated July 1, 2002	Incorporated by reference to Exhibit 10.5 contained in the Registration Statement on Form S-4 (File No. 333-101028)
10.6	1998 Incentive Stock Option Plan	Incorporated by reference to Exhibit 10.46 contained in the Form 10-KSB filed on May 26, 2000 (File No. 0-25244)
10.7	1999 Non-Employee Director Stock Option Plan	Incorporated by reference to Exhibit 10.47 contained in the Form 10-KSB filed on May 26, 2000 (File No. 0-25244)
10.8	Form 12% Secured Senior Note due March 2005	Incorporated by reference to Exhibit 10.48 contained in the Form 10-KSB filed on May 26, 2000 (File No. 0-25244)
10.9	English Restatement of the Spanish Agreement of Sale of Casino de Zaragoza	Incorporated by reference to Exhibit 99.2 contained in the Form 8-K filed on January 9, 2002 (File No. 0-22544)
10.10	Form of Fourth Supplemental Trust Indenture by and among Trans World Corporation, TWG International U.S. Corp., TWG Finance Corp. and the Bank of New York Trust Company of Florida, N.A. (as Trustee)	Incorporated by reference to Exhibit 10.10 contained in the Registration Statement on Form S-4 (File No. 333-101028)
10.11	Waiver and Forbearance of Covenant Violations (Interest) — Primary Indenture	Incorporated by reference to Exhibit 10.11 contained in the Registration Statement on Form S-4 (File No. 333-101028)
10.12	Waiver and Forbearance of Covenant Violations (Interest) — Finance Indenture	Incorporated by reference to Exhibit 10.12 contained in the Registration Statement on Form S-4 (File No. 333-101028)

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10.13	Indemnification Agreement by and between Value Partners, Ltd., Trans World Corporation and TWG International U.S. Corporation dated February 12, 2003	Incorporated by reference to Exhibit 10.13 contained in the Registration Statement on Form S-4 (File No. 333-101028)
10.14	Agreement and Plan of Recapitalization dated June 25, 2003 between the Company and the named Holders	Incorporated by reference to Exhibit 4.9 contained in the Registration Statement on Form S-4 (File No. 333-101028)
10.15	Form of 8% Rate Promissory Note due 2006	Incorporated by reference to Exhibit 4.10 contained in the Registration Statement on Form S-4 (File No. 333-101028)
10.16	Form of Variable Rate Promissory Note due 2010	Incorporated by reference to Exhibit 4.11 contained in the Registration Statement on Form S-4 (File No. 333-101028)
10.17	2004 Equity Incentive Plan, as amended	Incorporated by reference to Appendix E contained in the Proxy Statement for the 2004 Annual Meeting, and from the discussion contained at page 12-14 of the proxy statement for the 2005 Annual Meeting, at page 14-15 of the Proxy Statement for the 2006 Annual Meeting, at page 14-15 of the Proxy Statement for the 2007 Annual Meeting, and at page 15 of the Proxy Statement for the 2009 Annual Meeting (File No. 0-25244)
10.18	Renewal and Amendment of Employment Agreement between the Company and Rami S. Ramadan, Effective as of July 1, 2005	Incorporated by reference to Exhibit 10.18 contained in the Form 10-KSB filed on March 17, 2006 (File No. 0-25244)
14.0	Code of Ethics	Incorporated by reference to Exhibit 14.0 contained in the 2008 Proxy Statement filed on May 14, 2008 (File No. 0-25244)
31.0	Section 302 Certification of Chief Executive Officer and Chief Financial Officer	Filed herewith
32.0	Section 906 Certification of Chief Executive Officer and Chief Financial Officer	Filed herewith

(101)The following financial information from Trans World Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, filed with the SEC on May 6, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the three-month periods ended March 31, 2014 and 2013 (unaudited), (ii) the Condensed Consolidated Balance Sheets at March 31, 2014 (unaudited) and December 31, 2013, (iii) the Condensed Consolidated Statement of Cash Flows for the three-month periods ended March 31, 2014 and 2013 (unaudited), and (iv) Notes to Condensed Consolidated Financial Statements.*

*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANS WORLD CORPORATION
Date:    May 6, 2014	By:	/s/ Rami S. Ramadan
		President, Chief Executive Officer and
		Chief Financial Officer
		(Principal Executive and Financial Officer)

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EX-31.0

EXHIBIT 31.0

RULE 13a-14a/15d-14(a) CERTIFICATION OF THE

CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER

I, Rami S. Ramadan, the Chief Executive Officer/Chief Financial Officer of Trans World Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Trans World Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this quarterly report any material changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter in the case of this quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;  and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    May 6, 2014	By:	/s/ Rami S. Ramadan
		Chief Executive Officer/Chief Financial Officer

1

EX-32.0

Exhibit 32.0

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

The undersigned executive officer of Trans World Corporation (the “Registrant”) hereby certifies that the Registrant’s Form 10-Q for the quarter ended March 31, 2014 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: May 6, 2014	By:	/s/ Rami S. Ramadan
		Rami S. Ramadan
		President, Chief Executive Officer, and
		Chief Financial Officer

This certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Trans World Corporation and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

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Summary of Selected Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Summary of Selected Significant Accounting Policies

Summary of Selected Significant Accounting Policies

4. Summary of Selected Significant Accounting Policies

(a) Revenue recognition-Casino revenue is defined as the net win from gaming activities, which is the difference between gaming wagers and the amount paid out to patrons, and is recognized on the day it is earned. Revenues generated from ancillary services, including lodging, sales of food, beverage, cigarettes, and casino logo merchandise are recognized at the time the related services are performed and represent, on an individual basis, less than three percent of total revenues.

(b) Earnings per share- Basic earnings (loss) per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per common share incorporate the dilutive effect of common stock equivalents on an average basis during the period.  The Company’s common stock equivalents currently include stock options, warrants and deferred compensation stock.  Thus, unexercised stock options to purchase 522,600 and 660,400 shares as of March 31, 2014 and March 31, 2013, respectively were included in the computation of diluted earnings per common share, if such unexercised stock options were “in-the-money” and vested.  Warrants to purchase 75,000 shares were also included, if they were “in-the-money” and vested.  In addition, 309,606 and 148,822 issuable shares, as of March 31, 2014 and March 31, 2013, respectively, under the Company’s Deferred Compensation Plan were also included in the computation.

A table illustrating the impact of dilution on earnings per share is presented below: 

	(UNAUDITED)
	For the Three Months Ended
(amounts in thousands, except for	March 31,
share information)	2014		2013
Basic Earnings Per Share:
Net income	$	485	$	268
Weighted average common shares	8,809,894		8,828,483
Basic earnings per share	$	0.06	$	0.03
Diluted Earnings Per Share:
Net income	$	485	$	268
Weighted average common shares	8,809,894		8,828,483
Addition due to the effect of dilutive securities:
Stock options and warrants (1)	2,482		3,405
Stock issuable under the Deferred Compensation Plan	309,606		223,617
Dilutive potential common shares	9,121,982		9,055,505
Diluted earnings per share	$	0.05	$	0.03

(1) Per the treasury stock method.

(c) Goodwill- Goodwill represents the excess of the cost of the Company’s Czech subsidiaries over the fair value of their net assets at the date of acquisition, which consisted of the Ceska casino, the Rozvadov casino (which was sold in 2012) and the parcel of land in Hate (upon a portion of which the Route 59 Casino and Hotel Savannah and the Spa are situated).  Goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test.  Goodwill impairment tests require the Company to first assess qualitative factors, which include macroeconomic conditions, financial performance, and industry and market considerations, to determine whether it is necessary to perform a two-step quantitative goodwill impairment test.  TWC assesses the potential impairment of goodwill annually (as of September 30th) and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded.  TWC has allocated the goodwill over two geographical reporting units that are components of the operating segment “Czech subsidiaries” and are classified as the “German reporting unit” which consists of the Ceska casino and the “Austrian reporting unit” which consists of the land in Hate.  There were no indicators of impairment present during the first quarter of 2014; therefore TWC determined that there was no impairment of goodwill at March 31, 2014.  The Company expects to perform its next required annual assessment of goodwill during the third quarter of 2014.

(d) Property and Equipment- Property and equipment is stated at cost less accumulated depreciation and amortization.  TWC capitalizes the cost of improvements that extend the life of the asset and expenses maintenance and repair costs as incurred.  The Company provides for depreciation and amortization using the straight-line method over the following estimated useful lives:

Asset	Estimated Useful Life
Building and improvements	5-50 years
Furniture, fixtures and other equipment	4-12 years

At March 31, 2014 and December 31, 2013, land, property and equipment consisted of the following:

	As of March 31, 2014			As of December 31, 2013
	(unaudited)
Land	$	2,711		$	2,714
Building and improvements	31,832			31,663
Furniture, fixtures and other equipment	11,573			11,333
	46,116			45,710
Less accumulated depreciation and amortization	(12,579		)	(12,246		)
	$	33,537		$	33,464

(e) Impairment for long-lived assets- The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may be recoverable.  If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists.  If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. An estimate of the asset’s fair value is based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable market value.  There were no impairment losses for long-lived assets recorded for the three months ending March 31, 2014 and 2013.

(f) Foreign currency translation- Foreign subsidiaries whose functional currency is the local foreign currency, balance sheet accounts and cash flows are translated at exchange rates in effect at the end of each reporting period and resulting translation adjustments are included in “accumulated other comprehensive income (loss).”  Statement of operations accounts are translated by applying the monthly averages of the daily exchange rates of one (1) US dollar (“USD”) to the Czech Koruna (“CZK”) on the respective monthly local Czech statement of operations accounts for the period.

The impact of foreign currency translation on goodwill is presented below:

	Applicable	Goodwill
	Foreign Exchange	German		Austrian
As of March 31, 2014 (in thousands, except FX)	Rate (“FX”)(2)	reporting unit		reporting unit		Total
Residual balance, as of January 1, 2003 (in USD) (1)		USD	3,042	USD	537	USD	3,579
USD residual balance, translated at June 30, 1998
(date of acquisition) FX rate of:	33.8830	CZK	103,072	CZK	18,195	CZK	121,267
2003 CZK balance, translated to USD,
at March 31, 2014 FX rate of:	19.9280	USD	5,172	USD	913	USD	6,085
Net increase to Goodwill		USD	2,130	USD	376	USD	2,506

(1) Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002. This balance represents the remaining, unamortized goodwill, after an impairment charge taken prior to January 1, 2003.

(2) FX (interbank) rates taken from www.Oanda.com.

(g)  Stock-based compensation- The Company recognizes the fair value of stock-based compensation in the condensed consolidated statement of operations. The fair value of the Company’s stock option awards are estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award.  In addition, the calculation of compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of stock-based awards is amortized over the vesting period of the award. There were no award expenses for the three months ended March 31, 2014 and 2013, respectively.

(h) Share repurchase - On November 12, 2013, TWC’s board of directors renewed the Company’s stock repurchase program, authorizing the repurchase of up to 500,000 shares of the Company’s Common Stock over a 12-month period ending November 12, 2014.  The program does not obligate the Company to acquire any particular amount of Common Stock, and it could be modified, extended, suspended or discontinued at any time.  Thus, pursuant to the stock repurchase program and through a registered broker-dealer, TWC began repurchase transactions on the open market beginning on November 23, 2012.

The repurchase transactions for the year 2014 are listed in the table below:

ISSUER PURCHASES OF EQUITY SECURITIES

Date	TotalNumber of Shares Purchased	AveragePrice Paid per Share		Cumulative Total of Number of SharesPurchased as Part ofPublicly AnnouncedPlan	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program
As of 12/31/2013		$	2.80	61,500	438,500
01/09/2014	100	$	2.55	61,600	438,400
03/07/2014	300	$	3.01	61,900	438,100
03/12/2014	300	$	3.03	62,200	437,800

(i) Comprehensive income (loss) — The Company’s change in the foreign currency translation adjustments is included in other comprehensive income (loss).

(j) Promotional allowances — Promotional allowances primarily consist of food and beverages (“F&B”) furnished gratuitously.  For the three months ended March 31, 2014 and 2013, revenues do not include the retail amount of F&B of $2,133 and $1,560, respectively, provided at no-charge to customers. The retail value of the F&B given away is determined by dividing the F&B costs charged to the gaming operation of $576 and $571, for the respective periods, by the average percentage of cost of F&B sold.

The promotional allowances are summarized below:

	(UNAUDITED)
	For the Three Months Ended
	March 31,
(amounts in thousands)	2014			2013
Cost of gratuitous F&B (A)	$	576		$	571
Average cost of F&B sold(B)	27.0		%	36.6		%
Retail value of F&B (A/B)	$	2,133		$	1,560

(k) Czech gaming taxes — The new Gaming Tax Law is summarized in the following table:

	New Gaming Tax Law *
	(Effective January 1, 2012)
Live Games	20% Gaming Tax from Win (70% of tax paid to the federal government; 30% paid to the local municipality).
Slots	20% Gaming Tax from Win (20% of tax paid to the federal government; 80% paid to the local municipality);
	Fifty-five Korunas (or approximately three U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).
Net Income	19% corporate income tax on adjusted net income earned in the Czech Republic, net of exemptions (paid to the federal government).

* The new Gaming Tax is paid quarterly, by the 25th day following the end of a quarter, while estimated quarterly income tax payments are required the beginning of the third quarter of 2013, with the 2013 corporate income tax obligation to be paid by June 30, 2014.

TWC’s gaming-related taxes and fees for the three months ended March 31, 2014 and 2013 are summarized in the following table:

	(UNAUDITED)
	For the Three Months Ended
(amounts in thousands)	2014			2013
Gaming revenues (live-game and slot only)	$	8,314		$	7,457
Gaming taxes on live games and slots	1,750			1,573
as % of gaming revenue	21.0		%	21.1		%

In conformity with the European Union (“EU”) taxation legislation, when the Czech Republic joined the EU in 2004, its VAT increased from 5% to 22%, from January 2004 through December 2009, and ranged between 9% and 19% for all intra-EU generated purchases. Between January 1, 2010 and December 31, 2012, VAT rates increased to between 10% and 20%, then to 15% and 21%, beginning on January 1, 2013. The applicable VAT rate varies depending on the product or services sold and/or received.  All non-EU generated purchases were impacted by identical VAT increases, beginning in May 2004. The VAT top rate rose to 21% beginning on January 1, 2013. The Company pays its VAT directly to its vendors in connection with any purchases that are subject to this tax. Unlike in other industries, VATs are not recoverable for gaming operations. The recoverable VAT under the Hotel Savannah operation was non-material for the quarters ended March 31, 2014 and 2013, respectively.

(l) Income taxes — The Company complies with accounting and reporting requirements with respect to accounting for U.S. federal and foreign income taxes, which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and the tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the three months ended March 31, 2014 and 2013, respectively. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2010. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

Effective January 1, 2012, the Czech government instituted an effective corporate income tax of 19% on income derived from gaming revenues, which prior to the law changes were subject only to gaming taxes. As a result of the new tax laws and due to the material income tax liability, the Company incurred an estimated foreign income tax expense of $231 and $173 for the three months ended March 31, 2014 and 2013, respectively.  Corporate income tax is payable by the end of June of the subsequent year.  Effective since September 2013, the Company began making estimated quarterly corporate income tax payments.

(m) Recently issued and adopted accounting standards:

In March 2013, the FASB issued guidance on a parent’s accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. The guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance was effective prospectively for fiscal years beginning on or after December 15, 2013, and for interim periods within those fiscal years. The Company adopted the guidance on January 1, 2014, as required. There was no material impact on its consolidated financial statements resulting from the adoption.

In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. This guidance was effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date; however retrospective application is permitted. The Company adopted the guidance on January 1, 2014, as required. There was no material impact on its consolidated financial statements resulting from the adoption.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies

Commitments and Contingencies

3. Commitments and Contingencies

Lease Obligations- The Company is obligated under one operating lease, for its corporate office space, expiring in March 2015.  Future aggregate minimum annual rental payments under this lease for the next twelve months are as follows:

Twelve Months Ending March 31,
2015	$	89

Rent expense under this lease was approximately $22 and $21 for the three months ended March 31, 2014 and 2013, respectively.

The Company is also obligated under certain five-year, slot equipment operating leases, the projected costs of which are not included in the table above due to fluctuating inventory, expiring over staggered years, which provide for a monthly fixed rental fee per slot machine, and an option for replacement with different/newer machines during the term of the lease.  In the first quarter of 2014, the Company’s slot lease expenses were approximately $668 versus $599 in the comparable period in 2013, an increase of $69, resulting from an addition of 28 slot machines.

Employment Agreements- The Company’s July 1, 2005 employment agreement with its Chief Executive Officer (“CEO”), Mr. Rami S. Ramadan, absent the intervention of either party by September 30th of each year, will renew automatically for another calendar year, currently ending December 31, 2014.  In addition to a perpetually renewable employment term of one year absent the intervention of either party, the agreement provides for annual compensation, plus participation in the Company’s benefits programs and equity incentive plans.  As of March 31, 2014, the Company is contractually obligated to pay approximately $338 of annual base compensation for the remainder of the year 2014.

401(k) Retirement Plan- The Company maintains a contributory 401(k) retirement plan.  The plan is for the benefit of all eligible corporate employees, who may have up to 16.5% of their salary withheld, not to exceed the maximum, federally-allowed amount.  The Company makes an employer-matching contribution of 60 cents for each employee dollar contributed, per each pay period.

Profit Sharing and Individual Performance Plans- The Company also maintains a profit sharing plan as well as a personal performance plan for the benefit of all eligible key management employees (“KME”s).  The profit sharing plan is based on achieving certain annual financial targets, while the individual performance plan is based on each KME’s personal performance relative to pre-set performance criteria throughout the operating year.

Taxing Jurisdiction-The Czech Republic currently has a number of laws related to various taxes imposed by governmental authorities.  Applicable taxes include corporate income tax, gaming tax, value-added tax (“VAT”), payroll (social) taxes and, formerly, charity taxes.  Tax declarations, together with other legal compliance areas (e.g. customs and currency control matters) are subject to review and investigation by a number of governmental authorities, which are enabled by law to impose fines, penalties and interest charges, and create tax risks in the Czech Republic.  Management believes that it has adequately provided for all of its Czech tax liabilities.

Effective January 1, 2012, charity taxes were eliminated in lieu of a new overall flat gaming tax (the “New Gaming Tax”) of 20.0% on all live game and slot revenues, as well as an applicable 19% corporate income tax on adjusted Czech net income.  Additionally, the administration tax and state supervision fee have been eliminated in lieu of a per slot, per diem tax, payable along with the New Gaming Tax.  The New Gaming Tax is payable by the 25th day following the end of each quarter, while the corporate income tax is payable by June 30th of the subsequent year, and, estimated quarterly income tax payments that began in September 2013. (See also Note 4(k) “Czech Gaming Taxes” and Note 4(l) “Income Taxes” below).

Legal Proceedings- The Company is sometimes subject to various contingencies, the resolutions of which its management believes, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.  TWC was not involved in any material litigation during the quarter ended March 31, 2014, and through the date of this filing.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
CURRENT ASSETS:
Cash	$ 6,570	$ 6,284
Prepaid expenses	367	267
Other current assets	348	297
Total current assets	7,285	6,848
PROPERTY AND EQUIPMENT, less accumulated depreciation of $12,579 and $12,246, respectively	33,537	33,464
OTHER ASSETS:
Goodwill	6,085	6,093
Deposits and other assets	1,216	1,218
Total other assets	7,301	7,311
TOTAL ASSETS	48,123	47,623
CURRENT LIABILITIES:
Long-term debt, current maturities		138
Capital lease, current portion	46	48
Accounts payable	465	491
Czech gaming tax accrual	1,756	2,040
Foreign income tax accrual	479	676
Accrued expenses and other current liabilities	2,196	1,702
Total current liabilities	4,942	5,095
LONG-TERM LIABILITIES:
Capital lease, less current portion	68	80
Deferred foreign tax liability	560	560
Total long-term liabilities	628	640
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 4,000,000 shares authorized, none issued
Common stock, $0.001 par value, 20,000,000 shares authorized, 8,809,435 shares in 2014 and 8,810,135 shares in 2013, issued and outstanding	9	9
Additional paid-in capital	52,804	52,578
Accumulated other comprehensive income	5,696	5,742
Accumulated deficit	(15,956)	(16,441)
Total stockholders' equity	42,553	41,888
TOTAL LIABILITIES AND EQUITY	$ 48,123	$ 47,623

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Basis of Presentation and Consolidation

3 Months Ended

Mar. 31, 2014

Basis of Presentation and Consolidation.

Basis of Presentation and Consolidation.

1. Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated interim financial statements of Trans World Corporation and Subsidiaries (collectively, the “Company,” “TWC,” “we,” “our” or “us”) as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013 reflect all adjustments of a normal and recurring nature to fairly present the consolidated financial position, results of operations and cash flows for the interim periods. The financial statements of all foreign subsidiaries consolidated herein have been converted in accordance with accounting principles generally accepted in the United States of America (“US GAAP” or “GAAP”) for financial presentation purposes. All significant intercompany transactions and account balances have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements have been prepared by the Company according to the instructions of Form 10-Q and pursuant to the U.S. Securities and Exchange Commission’s (“SEC”) accounting and reporting requirements under Regulations S-X and S-K. Pursuant to these instructions, certain financial information and footnote disclosures normally included in such consolidated financial statements have been condensed or omitted.  In presenting the condensed consolidated interim financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates.

In management’s opinion, all adjustments considered necessary for fair presentation of financial position, results of operations and cash flows of the Company have been included. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, together with management’s discussion and analysis, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that may occur for the year ending December 31, 2014.

The condensed consolidated balance sheet as of December 31, 2013 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by US GAAP. All monetary amounts set forth in these financial statements are in United States dollars (“USD” or “$”) unless otherwise stated herein.

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Nature of Business

3 Months Ended

Mar. 31, 2014

Nature of Business

Nature of Business

2. Nature of Business

Trans World Corporation, a Nevada corporation, and Subsidiaries are primarily engaged in the gaming and hotel business in the Czech Republic.

The Company owns and operates three casinos in the Czech Republic (“CZ”), all under the registered brand, American Chance Casinos (“ACC”). The Ceska casino (“Ceska”), located in the town of Ceska Kubice, in the western part of the CZ, close to the German border, currently has 14 gaming tables and 100 slot machines. The Route 55 casino (“Route 55”), located in Dolni Dvoriste, in the southern part of the CZ, close to the Austrian border, has 23 gaming tables and 130 slot machines. The Route 59 casino (“Route 59”), is located in Hate, near Znojmo, in the CZ, and currently has 21 gaming tables and 120 slot machines.

In addition to the above gaming operations, TWC also owns and operates a 77-room, four-star deluxe hotel, the Hotel Savannah, which is physically connected to its Route 59 casino, and a full-service spa, the Spa at Savannah (the “Spa”), which is operated by an independent contractor and is attached to the hotel. The hotel features eight banquet halls for meetings and special events as well as a full-service restaurant and bar.

Effective November 28, 2013, in order to reflect the Company’s industry diversification, TWC renamed its primary Czech subsidiary, American Chance Casinos a.s. to Trans World Hotels & Entertainment, a.s. (“TWH&E”), while still operating its casinos under the ACC brand, without interruption.  Effective January 1, 2014, in the final stage of consolidation, the Trans World Hotels k.s. legal entity, which owns the Hotel Savannah & the Spa, was merged into TWH&E.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
CONDENSED CONSOLIDATED BALANCE SHEETS
PROPERTY AND EQUIPMENT, accumulated depreciation (in dollars)	$ 12,579	$ 12,246
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	4,000,000	4,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,809,435	8,810,135
Common stock, shares outstanding	8,809,435	8,810,135

XML

Summary of Selected Significant Accounting Policies (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 item	Mar. 31, 2013
Earnings per common share
Outstanding share-based options included in diluted EPS (in shares)	522,600	660,400
Outstanding warrants included in diluted EPS (in shares)	75,000	75,000
Basic Earnings Per Share:
Net income	$ 485	$ 268
Weighted average common shares	8,809,894	8,828,483
Basic earnings per share (in dollars per share)	$ 0.06	$ 0.03
Diluted Earnings Per Share:
Net income	485	268
Weighted average common shares	8,809,894	8,828,483
Addition due to the effect of dilutive securities:
Stock options and warrants (in shares)	2,482	3,405
Stock issuable under the Deferred Compensation Plan (in shares)	309,606	223,617
Dilutive potential common shares	9,121,982	9,055,505
Diluted earnings per share (in dollars per share)	$ 0.05	$ 0.03
Goodwill
Number of geographical reporting units over which goodwill has been allocated	2
Impairment of goodwill	$ 0
Total revenues
Revenue recognition
Maximum revenues generated from ancillary services as a percentage of total revenues on an individual basis	3.00%

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 01, 2014
Document and Entity Information
Entity Registrant Name	TRANS WORLD CORP
Entity Central Index Key	0000914577
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		8,809,435
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

XML

Summary of Selected Significant Accounting Policies (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Property and Equipment
Land, property and equipment, gross	$ 46,116		$ 45,710
Less accumulated depreciation and amortization	(12,579)		(12,246)
Land, property and equipment, net	33,537		33,464
Impairment for long-lived assets
Impairment losses for long-lived assets	0	0
Building and improvements
Property and Equipment
Land, property and equipment, gross	31,832		31,663
Building and improvements | Minimum
Property and Equipment
Estimated Useful Life	5 years
Building and improvements | Maximum
Property and Equipment
Estimated Useful Life	50 years
Furniture, fixtures and other equipment
Property and Equipment
Land, property and equipment, gross	11,573		11,333
Furniture, fixtures and other equipment | Minimum
Property and Equipment
Estimated Useful Life	4 years
Furniture, fixtures and other equipment | Maximum
Property and Equipment
Estimated Useful Life	12 years
Land
Property and Equipment
Land, property and equipment, gross	$ 2,711		$ 2,714

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
REVENUES	$ 9,122	$ 8,231
COSTS AND EXPENSES:
Cost of revenues	4,986	4,596
Depreciation and amortization	403	396
Selling, general and administrative	3,015	2,775
TOTAL OPERATING EXPENSES	8,404	7,767
INCOME FROM OPERATIONS, before other expense and foreign income taxes	718	464
OTHER EXPENSE:
Interest expense, net	(2)	(23)
INCOME BEFORE FOREIGN INCOME TAXES	716	441
FOREIGN INCOME TAXES	(231)	(173)
NET INCOME	485	268
Other comprehensive income (loss), foreign currency translation adjustments, net of tax	(46)	(2,168)
COMPREHENSIVE INCOME (LOSS)	$ 439	$ (1,900)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic (in shares)	8,809,894	8,828,483
Diluted (in shares)	9,121,982	9,055,505
EARNINGS PER COMMON SHARE:
Basic (in dollars per share)	$ 0.06	$ 0.03
Diluted (in dollars per share)	$ 0.05	$ 0.03

XML

Summary of Selected Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Selected Significant Accounting Policies

Schedule of impact of dilution on earnings per share

	(UNAUDITED)
	For the Three Months Ended
(amounts in thousands, except for	March 31,
share information)	2014		2013
Basic Earnings Per Share:
Net income	$	485	$	268
Weighted average common shares	8,809,894		8,828,483
Basic earnings per share	$	0.06	$	0.03
Diluted Earnings Per Share:
Net income	$	485	$	268
Weighted average common shares	8,809,894		8,828,483
Addition due to the effect of dilutive securities:
Stock options and warrants (1)	2,482		3,405
Stock issuable under the Deferred Compensation Plan	309,606		223,617
Dilutive potential common shares	9,121,982		9,055,505
Diluted earnings per share	$	0.05	$	0.03

(1) Per the treasury stock method.

Schedule of estimated useful lives of property and equipment

Asset	Estimated Useful Life
Building and improvements	5-50 years
Furniture, fixtures and other equipment	4-12 years

Schedule of land, property and equipment

	As of March 31, 2014			As of December 31, 2013
	(unaudited)
Land	$	2,711		$	2,714
Building and improvements	31,832			31,663
Furniture, fixtures and other equipment	11,573			11,333
	46,116			45,710
Less accumulated depreciation and amortization	(12,579		)	(12,246		)
	$	33,537		$	33,464

Schedule of impact of foreign currency translation on goodwill

	Applicable	Goodwill
	Foreign Exchange	German		Austrian
As of March 31, 2014 (in thousands, except FX)	Rate (“FX”)(2)	reporting unit		reporting unit		Total
Residual balance, as of January 1, 2003 (in USD) (1)		USD	3,042	USD	537	USD	3,579
USD residual balance, translated at June 30, 1998
(date of acquisition) FX rate of:	33.8830	CZK	103,072	CZK	18,195	CZK	121,267
2003 CZK balance, translated to USD,
at March 31, 2014 FX rate of:	19.9280	USD	5,172	USD	913	USD	6,085
Net increase to Goodwill		USD	2,130	USD	376	USD	2,506

(1) Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002. This balance represents the remaining, unamortized goodwill, after an impairment charge taken prior to January 1, 2003.

(2) FX (interbank) rates taken from www.Oanda.com.

Schedule of repurchase transactions

ISSUER PURCHASES OF EQUITY SECURITIES

Date	TotalNumber of Shares Purchased	AveragePrice Paid per Share		Cumulative Total of Number of SharesPurchased as Part ofPublicly AnnouncedPlan	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program
As of 12/31/2013		$	2.80	61,500	438,500
01/09/2014	100	$	2.55	61,600	438,400
03/07/2014	300	$	3.01	61,900	438,100
03/12/2014	300	$	3.03	62,200	437,800

Schedule of promotional allowances

	(UNAUDITED)
	For the Three Months Ended
	March 31,
(amounts in thousands)	2014			2013
Cost of gratuitous F&B (A)	$	576		$	571
Average cost of F&B sold(B)	27.0		%	36.6		%
Retail value of F&B (A/B)	$	2,133		$	1,560

Summary of changes in gaming tax law

	New Gaming Tax Law *
	(Effective January 1, 2012)
Live Games	20% Gaming Tax from Win (70% of tax paid to the federal government; 30% paid to the local municipality).
Slots	20% Gaming Tax from Win (20% of tax paid to the federal government; 80% paid to the local municipality);
	Fifty-five Korunas (or approximately three U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).
Net Income	19% corporate income tax on adjusted net income earned in the Czech Republic, net of exemptions (paid to the federal government).

* The new Gaming Tax is paid quarterly, by the 25th day following the end of a quarter, while estimated quarterly income tax payments are required the beginning of the third quarter of 2013, with the 2013 corporate income tax obligation to be paid by June 30, 2014.

Schedule of gaming-related taxes and fees

	(UNAUDITED)
	For the Three Months Ended
(amounts in thousands)	2014			2013
Gaming revenues (live-game and slot only)	$	8,314		$	7,457
Gaming taxes on live games and slots	1,750			1,573
as % of gaming revenue	21.0		%	21.1		%

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies

Schedule of future aggregate minimum annual rental payments

Twelve Months Ending March 31,
2015	$	89

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Summary of Selected Significant Accounting Policies (Details 3) In Thousands, except Share data, unless otherwise specified	0 Months Ended					3 Months Ended		12 Months Ended				3 Months Ended			3 Months Ended
	Mar. 12, 2014 USD ($)	Mar. 07, 2014 USD ($)	Jan. 09, 2014 USD ($)	Nov. 12, 2013	Jan. 01, 2002	Mar. 31, 2014 USD ($)	Mar. 31, 2013 USD ($)	Dec. 31, 2013 USD ($)	Jan. 01, 2003 USD ($)	Jan. 01, 2003 CZK	Jun. 30, 1998	Mar. 31, 2014 German reporting unit USD ($)	Jan. 01, 2003 German reporting unit USD ($)	Jan. 01, 2003 German reporting unit CZK	Mar. 31, 2014 Austrian reporting unit USD ($)	Jan. 01, 2003 Austrian reporting unit USD ($)	Jan. 01, 2003 Austrian reporting unit CZK
Impact of foreign currency translation on goodwill
Applicable Foreign Exchange Rate ("FX")						19.9280					33.8830
Residual balance						$ 6,085			$ 3,579	121,267		$ 5,172	$ 3,042	103,072	$ 913	$ 537	18,195
Net increase to Goodwill						2,506						2,130			376
Period over which goodwill was amortized					15 years
Stock-based Compensation
Award expenses						0	0
Share repurchase
Shares authorized for repurchase				500,000
Period over which shares is authorized to repurchase				12 months
Total Number of Shares Purchased	300	300	100
Average Price Paid per Share (in dollars per share)	$ 3.03	$ 3.01	$ 2.55					$ 2.80
Cumulative Total of Number of Shares Purchased as Part of Publicly Announced Plan	62,200	61,900	61,600					61,500
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program	437,800	438,100	438,400					438,500
Promotional allowances
Cost of gratuitous F&B						576	571
Average cost of F&B sold (as a percent)						27.00%	36.60%
Retail value of F&B						$ 2,133	$ 1,560

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Commitments and Contingencies (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2014
401 (k) Retirement Plan
401(k) employee contribution, maximum (as a percent)	16.50%
401(k) voluntary employer-matching contribution for each employee dollar contributed (in cents per dollar)	$ 0.60
Mr. Rami S. Ramadan
Commitments and Contingencies
Perpetually renewable employment term	1 year
Annual compensation pursuant to the employment agreement	$ 338,000

XML

Nature of Business (Details)	Mar. 31, 2014 casino
Czech Republic
Nature of Business
Number of casinos owned and operated	3
Ceska
Nature of Business
Number of gaming tables	14
Number of slot machines	100
Route 55
Nature of Business
Number of gaming tables	23
Number of slot machines	130
Route 59
Nature of Business
Number of gaming tables	21
Number of slot machines	120
Hotel Savannah
Nature of Business
Number of rooms	77
Number of banquet halls	8

XML

Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 item	Mar. 31, 2013
Commitments and Contingencies
Number of operating leases	1
Future aggregate minimum annual rental payments under lease for the next two years
2015	$ 89
Operating lease other disclosures
Rent expense	22	21
Slot Equipment
Operating lease other disclosures
Rent expense	668	599
Lease term	5 years
Increase in rent expense	$ 69
Number of slot machines	28

XML

Commitments and Contingencies (Details 3) (Czech Republic)	0 Months Ended
	Jan. 02, 2012
Czech Republic
Taxing Jurisdiction
Gaming tax applicable on all live game and slot revenues (as a percent)	20.00%
Corporate income tax on adjusted net income (as a percent)	19.00%
Period from end of each quarter to pay new gaming tax	25 days

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 485	$ 268
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	403	396
Deferred board fees	4	3
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(152)	(246)
Deposits and other assets	1	19
Accounts payable	(111)	(568)
Interest payable	(5)	(5)
Czech gaming tax payable	(189)	(247)
Foreign income tax accrual	(194)	144
Accrued expenses and other current liabilities	712	61
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	954	(175)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(488)	(485)
Investment into Hotel Savannah and the Spa	(25)	(17)
NET CASH USED IN INVESTING ACTIVITIES	(513)	(502)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on Commerzbank debt		(431)
Principal payments on Ceska municipal loan	(151)	(39)
Share buyback under the Stock Repurchase Program	(2)	(28)
NET CASH USED IN FINANCING ACTIVITIES	(153)	(498)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(2)	(252)
NET INCREASE (DECREASE) IN CASH	286	(1,427)
CASH:
Beginning of period	6,284	6,887
End of period	6,570	5,460
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest		23
Cash paid during the period for foreign income taxes	732	152
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Deferred compensation to be paid in common stock	$ 223	$ 188

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Summary of Selected Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Summary of Selected Significant Accounting Policies

Revenue recognition

(a) Revenue recognition-Casino revenue is defined as the net win from gaming activities, which is the difference between gaming wagers and the amount paid out to patrons, and is recognized on the day it is earned. Revenues generated from ancillary services, including lodging, sales of food, beverage, cigarettes, and casino logo merchandise are recognized at the time the related services are performed and represent, on an individual basis, less than three percent of total revenues.

Earnings per share

(b) Earnings per share- Basic earnings (loss) per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per common share incorporate the dilutive effect of common stock equivalents on an average basis during the period.  The Company’s common stock equivalents currently include stock options, warrants and deferred compensation stock.  Thus, unexercised stock options to purchase 522,600 and 660,400 shares as of March 31, 2014 and March 31, 2013, respectively were included in the computation of diluted earnings per common share, if such unexercised stock options were “in-the-money” and vested.  Warrants to purchase 75,000 shares were also included, if they were “in-the-money” and vested.  In addition, 309,606 and 148,822 issuable shares, as of March 31, 2014 and March 31, 2013, respectively, under the Company’s Deferred Compensation Plan were also included in the computation.

A table illustrating the impact of dilution on earnings per share is presented below: 

	(UNAUDITED)
	For the Three Months Ended
(amounts in thousands, except for	March 31,
share information)	2014		2013
Basic Earnings Per Share:
Net income	$	485	$	268
Weighted average common shares	8,809,894		8,828,483
Basic earnings per share	$	0.06	$	0.03
Diluted Earnings Per Share:
Net income	$	485	$	268
Weighted average common shares	8,809,894		8,828,483
Addition due to the effect of dilutive securities:
Stock options and warrants (1)	2,482		3,405
Stock issuable under the Deferred Compensation Plan	309,606		223,617
Dilutive potential common shares	9,121,982		9,055,505
Diluted earnings per share	$	0.05	$	0.03

(1) Per the treasury stock method.

Goodwill

(c) Goodwill- Goodwill represents the excess of the cost of the Company’s Czech subsidiaries over the fair value of their net assets at the date of acquisition, which consisted of the Ceska casino, the Rozvadov casino (which was sold in 2012) and the parcel of land in Hate (upon a portion of which the Route 59 Casino and Hotel Savannah and the Spa are situated).  Goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test.  Goodwill impairment tests require the Company to first assess qualitative factors, which include macroeconomic conditions, financial performance, and industry and market considerations, to determine whether it is necessary to perform a two-step quantitative goodwill impairment test.  TWC assesses the potential impairment of goodwill annually (as of September 30th) and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded.  TWC has allocated the goodwill over two geographical reporting units that are components of the operating segment “Czech subsidiaries” and are classified as the “German reporting unit” which consists of the Ceska casino and the “Austrian reporting unit” which consists of the land in Hate.  There were no indicators of impairment present during the first quarter of 2014; therefore TWC determined that there was no impairment of goodwill at March 31, 2014.  The Company expects to perform its next required annual assessment of goodwill during the third quarter of 2014.

Property and Equipment

(d) Property and Equipment- Property and equipment is stated at cost less accumulated depreciation and amortization.  TWC capitalizes the cost of improvements that extend the life of the asset and expenses maintenance and repair costs as incurred.  The Company provides for depreciation and amortization using the straight-line method over the following estimated useful lives:

Asset	Estimated Useful Life
Building and improvements	5-50 years
Furniture, fixtures and other equipment	4-12 years

At March 31, 2014 and December 31, 2013, land, property and equipment consisted of the following:

	As of March 31, 2014			As of December 31, 2013
	(unaudited)
Land	$	2,711		$	2,714
Building and improvements	31,832			31,663
Furniture, fixtures and other equipment	11,573			11,333
	46,116			45,710
Less accumulated depreciation and amortization	(12,579		)	(12,246		)
	$	33,537		$	33,464

Impairment for long-lived assets

(e) Impairment for long-lived assets- The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may be recoverable.  If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists.  If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. An estimate of the asset’s fair value is based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable market value.  There were no impairment losses for long-lived assets recorded for the three months ending March 31, 2014 and 2013.

Foreign currency translation

(f) Foreign currency translation- Foreign subsidiaries whose functional currency is the local foreign currency, balance sheet accounts and cash flows are translated at exchange rates in effect at the end of each reporting period and resulting translation adjustments are included in “accumulated other comprehensive income (loss).”  Statement of operations accounts are translated by applying the monthly averages of the daily exchange rates of one (1) US dollar (“USD”) to the Czech Koruna (“CZK”) on the respective monthly local Czech statement of operations accounts for the period.

The impact of foreign currency translation on goodwill is presented below:

	Applicable	Goodwill
	Foreign Exchange	German		Austrian
As of March 31, 2014 (in thousands, except FX)	Rate (“FX”)(2)	reporting unit		reporting unit		Total
Residual balance, as of January 1, 2003 (in USD) (1)		USD	3,042	USD	537	USD	3,579
USD residual balance, translated at June 30, 1998
(date of acquisition) FX rate of:	33.8830	CZK	103,072	CZK	18,195	CZK	121,267
2003 CZK balance, translated to USD,
at March 31, 2014 FX rate of:	19.9280	USD	5,172	USD	913	USD	6,085
Net increase to Goodwill		USD	2,130	USD	376	USD	2,506

(1) Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002. This balance represents the remaining, unamortized goodwill, after an impairment charge taken prior to January 1, 2003.

(2) FX (interbank) rates taken from www.Oanda.com.

Stock-based compensation

(g)  Stock-based compensation- The Company recognizes the fair value of stock-based compensation in the condensed consolidated statement of operations. The fair value of the Company’s stock option awards are estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award.  In addition, the calculation of compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of stock-based awards is amortized over the vesting period of the award. There were no award expenses for the three months ended March 31, 2014 and 2013, respectively.

Share repurchase

(h) Share repurchase - On November 12, 2013, TWC’s board of directors renewed the Company’s stock repurchase program, authorizing the repurchase of up to 500,000 shares of the Company’s Common Stock over a 12-month period ending November 12, 2014.  The program does not obligate the Company to acquire any particular amount of Common Stock, and it could be modified, extended, suspended or discontinued at any time.  Thus, pursuant to the stock repurchase program and through a registered broker-dealer, TWC began repurchase transactions on the open market beginning on November 23, 2012.

The repurchase transactions for the year 2014 are listed in the table below:

ISSUER PURCHASES OF EQUITY SECURITIES

Date	TotalNumber of Shares Purchased	AveragePrice Paid per Share		Cumulative Total of Number of SharesPurchased as Part ofPublicly AnnouncedPlan	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program
As of 12/31/2013		$	2.80	61,500	438,500
01/09/2014	100	$	2.55	61,600	438,400
03/07/2014	300	$	3.01	61,900	438,100
03/12/2014	300	$	3.03	62,200	437,800

Comprehensive income (loss)

(i) Comprehensive income (loss) — The Company’s change in the foreign currency translation adjustments is included in other comprehensive income (loss).

Promotional allowances

(j) Promotional allowances — Promotional allowances primarily consist of food and beverages (“F&B”) furnished gratuitously.  For the three months ended March 31, 2014 and 2013, revenues do not include the retail amount of F&B of $2,133 and $1,560, respectively, provided at no-charge to customers. The retail value of the F&B given away is determined by dividing the F&B costs charged to the gaming operation of $576 and $571, for the respective periods, by the average percentage of cost of F&B sold.

The promotional allowances are summarized below:

	(UNAUDITED)
	For the Three Months Ended
	March 31,
(amounts in thousands)	2014			2013
Cost of gratuitous F&B (A)	$	576		$	571
Average cost of F&B sold(B)	27.0		%	36.6		%
Retail value of F&B (A/B)	$	2,133		$	1,560

Czech gaming taxes

(k) Czech gaming taxes — The new Gaming Tax Law is summarized in the following table:

	New Gaming Tax Law *
	(Effective January 1, 2012)
Live Games	20% Gaming Tax from Win (70% of tax paid to the federal government; 30% paid to the local municipality).
Slots	20% Gaming Tax from Win (20% of tax paid to the federal government; 80% paid to the local municipality);
	Fifty-five Korunas (or approximately three U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).
Net Income	19% corporate income tax on adjusted net income earned in the Czech Republic, net of exemptions (paid to the federal government).

* The new Gaming Tax is paid quarterly, by the 25th day following the end of a quarter, while estimated quarterly income tax payments are required the beginning of the third quarter of 2013, with the 2013 corporate income tax obligation to be paid by June 30, 2014.

TWC’s gaming-related taxes and fees for the three months ended March 31, 2014 and 2013 are summarized in the following table:

	(UNAUDITED)
	For the Three Months Ended
(amounts in thousands)	2014			2013
Gaming revenues (live-game and slot only)	$	8,314		$	7,457
Gaming taxes on live games and slots	1,750			1,573
as % of gaming revenue	21.0		%	21.1		%

In conformity with the European Union (“EU”) taxation legislation, when the Czech Republic joined the EU in 2004, its VAT increased from 5% to 22%, from January 2004 through December 2009, and ranged between 9% and 19% for all intra-EU generated purchases. Between January 1, 2010 and December 31, 2012, VAT rates increased to between 10% and 20%, then to 15% and 21%, beginning on January 1, 2013. The applicable VAT rate varies depending on the product or services sold and/or received.  All non-EU generated purchases were impacted by identical VAT increases, beginning in May 2004. The VAT top rate rose to 21% beginning on January 1, 2013. The Company pays its VAT directly to its vendors in connection with any purchases that are subject to this tax. Unlike in other industries, VATs are not recoverable for gaming operations. The recoverable VAT under the Hotel Savannah operation was non-material for the quarters ended March 31, 2014 and 2013, respectively.

Income taxes

(l) Income taxes — The Company complies with accounting and reporting requirements with respect to accounting for U.S. federal and foreign income taxes, which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and the tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the three months ended March 31, 2014 and 2013, respectively. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2010. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

Effective January 1, 2012, the Czech government instituted an effective corporate income tax of 19% on income derived from gaming revenues, which prior to the law changes were subject only to gaming taxes. As a result of the new tax laws and due to the material income tax liability, the Company incurred an estimated foreign income tax expense of $231 and $173 for the three months ended March 31, 2014 and 2013, respectively.  Corporate income tax is payable by the end of June of the subsequent year.  Effective since September 2013, the Company began making estimated quarterly corporate income tax payments.

Recently issued and adopted accounting standards

(m) Recently issued and adopted accounting standards:

In March 2013, the FASB issued guidance on a parent’s accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. The guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance was effective prospectively for fiscal years beginning on or after December 15, 2013, and for interim periods within those fiscal years. The Company adopted the guidance on January 1, 2014, as required. There was no material impact on its consolidated financial statements resulting from the adoption.

In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. This guidance was effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date; however retrospective application is permitted. The Company adopted the guidance on January 1, 2014, as required. There was no material impact on its consolidated financial statements resulting from the adoption.

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Summary of Selected Significant Accounting Policies (Details 4)	0 Months Ended	1 Months Ended	3 Months Ended		72 Months Ended	3 Months Ended	0 Months Ended	36 Months Ended	72 Months Ended	0 Months Ended	36 Months Ended	72 Months Ended	3 Months Ended
	Jan. 02, 2012 company	Jan. 31, 2004	Mar. 31, 2014 USD ($)	Mar. 31, 2013 USD ($)	Dec. 31, 2009	Mar. 31, 2014 New Gaming Tax Law (effective January 1, 2012)	Jan. 02, 2013 Minimum	Dec. 31, 2012 Minimum	Dec. 31, 2009 Minimum	Jan. 02, 2013 Maximum	Dec. 31, 2012 Maximum	Dec. 31, 2009 Maximum	Mar. 31, 2014 Live games revenues New Gaming Tax Law (effective January 1, 2012)	Mar. 31, 2014 Slot games revenues New Gaming Tax Law (effective January 1, 2012) USD ($)	Mar. 31, 2014 Slot games revenues New Gaming Tax Law (effective January 1, 2012) CZK
Tax law change comparisons
Gaming Tax from Win (as a percent)													20.00%	20.00%	20.00%
Percentage of gaming tax receipt payable to federal government													70.00%	20.00%	20.00%
Percentage of gaming tax receipt payable to the local municipality													30.00%	80.00%	80.00%
Gaming Tax per Machine, per Day														$ 3	55
Corporate income tax on adjusted net income (as a percent)						19.00%
Gaming-related taxes and fees
Gaming revenues (live-game and slot only)			8,314,000	7,457,000
Gaming taxes on live games and slots			1,750,000	1,573,000
Total gaming taxes and fees as % of gaming revenue			21.00%	21.10%
VAT before joining EU (as a percent)		5.00%
VAT after joining EU (as a percent)					22.00%
VAT for all intra-EU generated purchases (as a percent)							15.00%	10.00%	9.00%	21.00%	20.00%	19.00%
Income taxes
Foreign income tax expense			231,000	173,000
Income tax interest expense			0	0
Income tax penalties			$ 0	$ 0
Number of former slot subsidiary companies	3