U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the twenty-six week period ended June 28, 1997
Commission file number 1-13158
The Great Train Store Company
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 75-2539189
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
14180 Dallas Parkway, Suite 618, Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
(972) 392-1599
(Issuer's Telephone Number, Including Area Code)
Check whether the Issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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
State the number of shares outstanding of each of the Issuer's classes
of common equity, as of the latest practicable date:
Number of Shares Outstanding
Title of Class of Common Stock as of June 28, 1997
- ------------------------------ --------------------
Common Stock $0.01 par value 4,404,269
<PAGE>
THE GREAT TRAIN STORE COMPANY
QUARTERLY REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
FOR THE FISCAL QUARTER ENDED
June 28, 1997
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements Page
-------------------- ----
Unaudited Consolidated Balance Sheet as of June 28, 1997 3
Unaudited Consolidated Statements of Operations for the
thirteen weeks ended June 29, 1996 and June 28, 1997 and
the twenty-six weeks ended June 29, 1996 and June 28, 1997 4
Unaudited Consolidated Statements of Cash Flows for the
twenty-six weeks ended June 29, 1996 and June 28, 1997 5
Notes to Unaudited Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis 7
------------------------------------
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 12
--------------------------------
SIGNATURE PAGE 13
EXHIBIT INDEX 14
<PAGE>
THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
June 28, 1997
-----------------
CURRENT ASSETS:
Cash and cash equivalents $ 881,710
Merchandise inventories 6,646,893
Accounts receivable and other current assets 883,283
------------
Total current assets 8,411,886
PROPERTY AND EQUIPMENT:
Store construction and leasehold improvements 3,865,796
Furniture, fixtures, and equipment 2,086,613
------------
5,952,409
Less accumulated depreciation and amortization (1,740,259)
------------
Property and equipment, net 4,212,150
DEFERRED TAXES 243,683
OTHER ASSETS, net 394,362
------------
Total assets $ 13,262,081
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 1,644,106
Sales taxes payable 107,136
Income taxes payable 29,495
Current portion of capital lease obligations 110,593
------------
Total current liabilities 1,891,330
CAPITAL LEASE OBLIGATIONS, net of current portion 256,495
OTHER LIABILITIES 789,023
------------
Total liabilities 2,936,848
------------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Preferred stock; $.01 par value; 2,000,000 shares
authorized; none issued
Common stock; $.01 par value; 18,000,000 shares
authorized; 4,404,269 shares issued and outstanding 44,043
Paid-in capital 10,261,711
Retained earnings 19,479
------------
Total stockholders' equity 10,325,233
------------
Total liabilities and stockholders' equity $ 13,262,081
============
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended
June 29, 1996 June 28, 1997 June 29, 1996 June 28, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES $2,765,820 $4,015,005 $5,186,831 $7,905,126
COST OF SALES 1,453,387 2,106,807 2,738,271 4,170,516
---------- ---------- ---------- ----------
Gross profit 1,312,433 1,908,198 2,448,560 3,734,610
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Store operating expenses 683,168 1,117,471 1,408,394 2,190,791
Occupancy expenses 489,006 830,377 945,743 1,629,521
Selling, general and administrative expenses 437,086 691,065 814,415 1,296,247
Depreciation and amortization 89,321 197,742 162,613 361,477
---------- ---------- ---------- ----------
Total operating expenses 1,698,581 2,836,655 3,331,165 5,478,036
---------- ---------- ---------- ----------
OPERATING LOSS (386,148) (928,457) (882,605) (1,743,426)
---------- ---------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest expense (32,428) (37,403) (63,337) (71,500)
Interest income 12,203 11,922 29,645 44,346
Other income (expense) (2,137) 2,496 292 6,404
---------- ---------- ---------- ----------
Total other expense, net (22,362) (22,985) (33,400) (20,750)
---------- ---------- ---------- ----------
LOSS BEFORE INCOME TAXES (408,510) (951,442) (916,005) (1,764,176)
INCOME TAX BENEFIT - (352,033) - (652,745)
---------- ---------- ---------- ----------
NET LOSS $ (408,510) (599,409) (916,005) (1,111,431)
========== ========== ========== ==========
NET LOSS PER SHARE $ (0.13) (0.14) (0.29) (0.25)
========== ========== ========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 3,155,742 4,399,601 3,150,371 4,398,160
========== ========== ========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
For the Twenty-Six Weeks Ended
June 29, 1996 June 28, 1997
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Loss $ (916,005) $(1,111,431)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 162,613 361,477
Deferred income taxes - (48,956)
Amortization of unearned compensation - restricted stock 5,665 4,125
Changes in assets and liabilities:
Merchandise inventories (862,512) (523,541)
Accounts receivable and other current assets 62,864 240,351
Other assets (77,385) (188,999)
Accounts payable and accrued liabilities (495,408) (1,363,632)
Sales taxes payable (174,047) (297,498)
Income taxes payable - (272,106)
Other liabilities 80,053 122,006
---------- -----------
Net cash used in operating activities (2,214,162) (3,078,204)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (595,836) (898,467)
---------- -----------
Net cash used in investing activities (595,836) (898,467)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from stock options exercised 212,500 63,738
Proceeds from notes payable 167,500 -
Repayment of notes payable and capital leases (166,141) (69,896)
---------- -----------
Net cash provided by (used in) financing activities 213,859 (6,158)
---------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,596,139) (3,982,829)
CASH AND CASH EQUIVALENTS, beginning of year 3,237,698 4,864,539
---------- -----------
CASH AND CASH EQUIVALENTS, end of year $ 641,559 $ 881,710
========== ===========
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
Assets financed through capital lease obligations $ 155,000 $ -
Interest paid $ 98,571 $ 32,528
Income taxes paid $ 34,927 $ 272,106
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements of The Great Train
Store Company and subsidiaries (the "Company") as of and for the thirteen and
twenty-six week periods ended June 29, 1996 and June 28, 1997 have been prepared
in accordance with the rules and regulations of the Securities and Exchange
Commission ("SEC") and do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of the interim periods have been included. Operating
results for any interim period are not necessarily indicative of the results
that may be expected for the entire fiscal year. The Company's business is
heavily dependent on fourth quarter sales. Historically, the fourth quarter has
accounted for a significantly disproportionate share of the Company's sales and
earnings. These statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 28, 1996 included in
the Company's 1996 Annual Report on Form 10-KSB as filed with the SEC.
Prior year balances include certain reclassifications to conform to the current
year presentation.
On March 26, 1997 the Company increased the $3,000,000 revolving line of credit
to $8,000,000.
During 1997, the Company has opened three new stores, the most recent of which
opened on August 5, in Milwaukee, Wisconsin. The two additional stores were
opened in Paramus, New Jersey, on March 17, and Peabody, Massachusetts, on May
8. In addition, the Company has completed negotiations and signed leases to open
seven additional new stores and four temporary holiday stores during the last
half of 1997 and has agreed in principle to several additional The Great Train
Store and holiday store locations. Leases for new The Great Train Stores have
been signed in Westbury (Long Island), New York; Waterbury, Connecticut; West
Nyack (Rockland County), New York; San Diego, California; Cincinnati, Ohio;
Syracuse, New York; and Grapevine (Dallas), Texas. A 1998 opening in Providence,
Rhode Island has also been announced. Leases for The Great Train Store Express,
temporary holiday stores, have been signed in Dallas, Texas; Nashville,
Tennessee; Tulsa, Oklahoma; and Olathe, Kansas. Additional new store
announcements are expected soon.
<PAGE>
ITEM 2. Management's Discussion and Analysis
Results of Operations
Operating results for any interim period are not necessarily indicative of the
results that may be expected for the entire fiscal year. The Company's business
is heavily dependent on fourth quarter sales which historically have accounted
for a significantly disproportionate share of the Company's annual sales and
earnings. The results of operations in any particular quarter also may be
significantly impacted by the opening of new stores. Prior year balances include
certain reclassifications to conform to the current year presentation. The
following table sets forth, for the periods indicated, selected statements of
operations data expressed as a percentage of net sales:
<TABLE>
<CAPTION>
For the Thirteen For the Twenty-six
Weeks Ended Weeks Ended
June 29, 1996 June 28, 1997 June 29, 1996 June 28, 1997
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 52.6 52.5 52.8 52.8
-------- -------- -------- -------
Gross Profit 47.4 47.5 47.2 47.2
Stores operating expenses 24.7 27.8 27.2 27.7
Occupancy expenses 17.7 20.7 18.2 20.6
Selling, general and administrative 15.8 17.2 15.7 16.4
expenses
Depreciation and amortization 3.2 4.9 3.1 4.6
-------- -------- -------- -------
Operating loss (14.0) (23.1) (17.0) (22.1)
Interest expense (1.2) (0.9) (1.2) (0.9)
Interest income 0.4 0.3 0.5 0.6
Other income (expense) - 0.1 - 0.1
-------- -------- -------- -------
Loss before income taxes (14.8)% (23.6)% (17.7)% (22.3)%
Income tax benefit - 8.8 - 8.3
-------- -------- -------- -------
Net loss (14.8)% (14.8)% (17.7)% (14.0)%
-------- -------- -------- -------
</TABLE>
Comparison of the Thirteen Week Period Ended June 29, 1996 to the Thirteen Week
Period Ended June 28, 1997
Net sales increased approximately $1,249,000 or 45.2%, for the thirteen weeks
ended June 28, 1997, compared with the corresponding period last year. Of this
increase, approximately $1,432,000 was attributable to net sales generated by
stores which were not open for both periods compared. This increase was
<PAGE>
partially offset by a decrease in comparable store sales of approximately
$183,000 or 6.9%. This decrease was primarily due to unusually poor mall traffic
in a number of locations which resulted in weak April and June sales performance
in the stores included in this calculation. Comparable store sales are
calculated based on the stores opened during both of the entire months being
compared.
Gross profit increased approximately $596,000, or 45.4%, for the thirteen weeks
ended June 28, 1997, compared with the corresponding period last year. As a
percentage of net sales, gross profit increased slightly to 47.5% for the
thirteen weeks ended June 28, 1997 compared with 47.4% for the corresponding
period last year.
Store operating expenses increased approximately $434,000, or 63.6%, for the
thirteen weeks ended June 28, 1997, compared with the corresponding period last
year. The increase was primarily due to approximately $444,000 of store
operating expense for the stores which were not open in both periods compared
and a decrease of approximately $10,000 in comparable store expenses. As a
percentage of net sales, store operating expenses increased to 27.8% for the
thirteen weeks ended June 28, 1997, compared with 24.7% for the corresponding
period last year. This increase as a percentage of net sales was primarily due
to pre-opening expenses, which the company expenses as incurred, related to an
increased number of new stores and lower than anticipated sales.
Occupancy expenses increased approximately $341,000, or 69.8%, for the thirteen
weeks ended June 28, 1997, compared with the corresponding period last year.
Approximately $320,000 of the increase in occupancy expenses was attributable to
the stores which were not open for both periods compared. In addition,
approximately $38,000 of the increase was related to the Company leasing
substantial additional central office space in order to support future growth
and leasing additional space, adjacent to an existing store, for the purpose of
distributing a small portion of its merchandise which could not economically or
otherwise be shipped directly to the stores. This was partially offset by a
decrease of $17,000 in comparable store occupancy expenses. As a percentage of
net sales, overall occupancy expenses increased to 20.7% for the thirteen weeks
ended June 28, 1997, compared with 17.7% for the corresponding period last year.
Selling, general and administrative expenses increased approximately $254,000,
or 58.1%, for the thirteen weeks ended June 28, 1997, compared with the
corresponding period last year. The increase in selling, general and
administrative expenses was primarily due to approximately $107,000 of
additional expenses for salaries and related expenses for additional central
office personnel in anticipation of future growth of the Company. A significant
portion of such increase related to the Company's promotion of certain of its
Store Managers to Regional Sales Managers. These positions were created to
supervise the operation of the Company's existing stores and assist in the
opening of new stores as part of the Company's increasing expansion program. In
addition, the Company initiated aggressive marketing programs in several
locations to enhance visibility to its customer base. This program included the
existing train hobby store location which the Company acquired in November,
1996. The Company anticipates that selling, general and administrative expenses
will increase further as a result of increased staffing and other costs in
anticipation of opening additional stores pursuant to the Company's expansion
strategy. As a percentage of net sales, selling, general and administrative
<PAGE>
expenses increased to 17.2% for the second quarter of 1997, from 15.8% for the
same period in 1996. The Company anticipates that, as additional stores are
opened, selling, general and administrative expenses will increase at a slower
rate than the rate of sales growth.
Depreciation and amortization expense increased approximately $108,000, or
121.4%, for the thirteen weeks ended June 28, 1997, compared with the
corresponding period last year. Approximately $80,000 of this increase was the
result of depreciation of assets in stores which were not open for both periods
compared. In addition, the comparable stores had an increase of approximately
$15,000 and the central office had an increase of approximately $13,000, both
related to the expanded asset base, primarily related to the upgrading of and
additions to the Company's management information systems and to the central
office expansion which occurred in January 1997. As a percentage of net sales,
depreciation and amortization expense increased to 4.9% for the thirteen weeks
ended June 28, 1997, from 3.2% for the corresponding period in 1996. This
increase was the result of several factors including the enhancements to the
Company's management information system, primarily in the central office, as
well as an increase in the amount of store construction costs paid by the
Company, net of tenant allowance. During 1996, the Company received a higher
proportion of tenant allowance in the form of free rent as opposed to cash
received at the time of construction.
The Company's pretax loss increased to 23.6% of sales for the thirteen weeks
ended June 28, 1997 from 14.8% of sales for the corresponding period last year.
The Company recorded an income tax benefit of approximately $352,000 based on
the Company's effective tax rate of 37%.
As a result of the foregoing, the Company recorded a net loss of approximately
$599,000 for the thirteen weeks ended June 28, 1997, compared with a net loss of
approximately $409,000 for the corresponding period last year. The Company
anticipates that it will continue to incur seasonal net losses during the third
quarter of the year. As the Company's stores typically lose money in the first
part of the year, the losses in the first half of the year most likely will
increase as more stores are opened. As a percentage of net sales, net loss
remained constant at 14.8% for both the second quarter of 1997 and the
corresponding period last year.
Comparison of the Twenty-six Week Period Ended June 29, 1996 to the Twenty-six
Week Period Ended June 28, 1997
Net sales increased approximately $2,718,000, or 52.4%, for the twenty-six weeks
ended June 28, 1997 compared with the corresponding period last year. Of this
increase, approximately $2,865,00 was attributable to net sales generated by
stores which were not open for both periods compared. This increase was
partially offset by a decrease of approximately $147,000 or 3.0% in comparable
store sales. The decrease in comparative store sales was primarily due to
unusually poor mall traffic in a number of locations which resulted in weak
April and June sales performance in the stores included in this calculation.
This weak period of performance reduced the first quarter's 1.6% increase in
comparable store performance. Comparable store sales are calculated based on the
stores opened during both of the entire months being compared.
<PAGE>
Gross profit increased approximately $1,286,000, or 52.5%, for the twenty-six
weeks ended June 28, 1997, compared with the corresponding period last year. As
a percentage of net sales, gross profit remained constant at 47.2% for the
twenty-six weeks ended June 28, 1997 compared with the corresponding period last
year.
Store operating expenses increased approximately $782,000, or 55.6%, for the
twenty-six weeks ended June 28, 1997, compared with the corresponding period
last year. Approximately $875,000 of the increase resulted from the operation of
the stores which were not open for both periods compared. This increase was
partially offset by a decrease in comparable store operating expenses of
approximately $93,000. As a percentage of net sales, store operating expenses
increased to 27.7% for the twenty-six weeks ended June 28, 1997, compared with
27.2% for the corresponding period last year. As store operating expenses for
the comparable stores remained relatively constant as a percentage of net sales,
the increase as a percentage of net sales is primarily related to new stores.
This increase was primarily due to pre-opening expenses, which the Company
expenses as incurred, related to an increased number of new stores and lower
than anticipated sales. The Company anticipates that as the year continues, the
store operating expenses of the new stores will be closer to the results of the
comparable stores as a percentage of net sales.
Occupancy expenses increased approximately $684,000, or 72.3%, for the
twenty-six weeks ended June 28, 1997, compared with the corresponding period
last year. Approximately $618,000 of the increase in occupancy expenses was
attributable to the stores which were not open for both periods compared, and
approximately $18,000 related to comparable stores. In addition, approximately
$48,000 related to substantial additional central office space which was leased
during January, 1997 in order to support future growth and leasing additional
space, adjacent to an existing store, for the purpose of distributing a small
portion of its merchandise which could not economically or otherwise be shipped
directly to the stores. As a percentage of net sales, overall occupancy expenses
increased to 20.6% for the twenty-six weeks ended June 28, 1997, from 18.2% for
the corresponding period last year. This percentage increase resulted from
several factors including the leasing of substantial additional central office
space and space established for the distribution of certain product, both of
which are expected to only happen infrequently. These charges account for .6% of
the 2.4% increase as a percentage of net sales and the Company believes the
current central office space is adequate for the foreseeable future. In
addition, real estate costs in comparable stores increased at a slightly higher
rate than sales for these stores.
Selling, general and administrative expenses increased approximately $482,000 or
59.2%, for the twenty-six weeks ended June 28, 1997, compared with the
corresponding period last year. The increase in selling, general and
administrative expenses was primarily due to approximately $230,000 of
additional expenses for salaries and related expenses for additional central
office personnel in anticipation of future growth of the Company. A significant
portion of such increase related to the Company's promotion of certain of its
Store Managers to Regional Sales Managers. These positions were created to
supervise the operation of the Company's existing stores and assist in the
opening of new stores as part of the Company's increasing expansion program. In
addition, the Company initiated aggressive marketing programs in several
locations to enhance visibility to its customer base. This program included the
<PAGE>
existing train hobby store location which the Company acquired in November,
1996. The Company anticipates that selling, general and administrative expenses
will increase further as a result of increased staffing and other costs in
anticipation of opening additional stores pursuant to the Company's expansion
strategy. As a percentage of net sales, selling, general and administrative
expenses increased to 16.4% for the twenty-six weeks ended June 28, 1997, from
15.7% for the corresponding period last year. The Company anticipates that as
additional stores are opened, selling, general and administrative expenses will
decrease as a percentage of net sales.
Depreciation and amortization expense increased approximately $199,000, or
122.3%, for the twenty-six weeks ended June 28, 1997, compared with the
corresponding period last year. Approximately $146,000 of this increase was the
result of depreciation of assets in stores not open for both periods compared.
In addition, the comparable stores had an increase of approximately $29,000 and
the central office had an increase of approximately $24,000, both related to the
expanded asset base, primarily related to the upgrading of and additions to the
Company's management information systems and to the central office expansion
which occurred in January 1997. As a percentage of net sales, depreciation and
amortization expense increased to 4.6% for the twenty-six weeks ended June 28,
1997, from 3.1% for the corresponding period last year. This increase was the
result of several factors including the enhancements to the Company's management
information systems, primarily in the central office, the central office
expansion, as well as an increase in the amount of store construction costs paid
by the Company due to increased special features and reduced cash tenant
allowance as a percentage of overall costs. During 1996, the Company received a
higher proportion of tenant allowance in the form of free rent as opposed to
cash received at the time of construction.
Interest expense increased approximately $8,000, or 12.9%, for the twenty-six
weeks ended June 28, 1997, compared with the corresponding period last year. The
increase was primarily the result of expense related to the line of credit which
was established in May of 1996. This increase was partially offset by a decrease
in the average outstanding principal balance of other notes.
Interest income increased approximately $15,000, or 49.6% for the twenty-six
weeks ended June 28, 1997, compared with the corresponding period last year. The
increase was due to interest earned on the increased cash balance which was
primarily a result of interest earned during the early part of 1997 on the
remaining net proceeds of the warrant exercise in August, 1996.
The Company's pretax loss increased to 22.3% of sales for the twenty-six weeks
ended June 28, 1997 from 17.7% of sales for the corresponding period last year.
The Company recorded an income tax benefit of approximately $653,000 based on
the Company's effective tax rate of 37%.
As a result of the foregoing, the Company recorded a net loss of approximately
$1,111,000 for the twenty-six weeks ended June 28, 1997, compared with a net
loss of approximately $916,000 for the corresponding period last year. The
Company anticipates that it will continue to incur seasonal net losses during
the third quarter of the year. As the Company's stores typically lose money in
the first part of the year, the losses in the first half of the year most likely
will increase as more stores are opened. As a percentage of net sales, net loss
decreased to 14.0% for the first half of 1997, from 17.7% for the first half of
1996.
<PAGE>
Liquidity and Capital Resources
The Company's primary uses of cash have been for new store openings, capital
expenditures and funding operating losses.
For the twenty-six weeks ended June 28, 1997, net cash used in operating
activities was approximately $3,078,000 compared to approximately $2,214,000 for
the corresponding period last year. The increase in net cash used in operating
activities primarily resulted from the timing of payments and the increased
activity due to the larger number of stores, a payment of approximately $272,000
in income taxes, and seasonal net losses as adjusted for non-cash items.
During 1997, the Company has opened three new stores, the most recent of which
opened on August 5, in Milwaukee, Wisconsin. The two additional stores were
opened in Paramus, New Jersey, on March 17, and Peabody, Massachusetts, on May
8. In addition, the Company has completed negotiations and signed leases to open
seven additional new stores and four temporary holiday stores during the last
half of 1997 and has agreed in principle to several additional The Great Train
Store and holiday store locations. Leases for new The Great Train Stores have
been signed in Westbury (Long Island), New York; Waterbury, Connecticut; West
Nyack (Rockland County), New York; San Diego, California; Cincinnati, Ohio;
Syracuse, New York; and Grapevine (Dallas), Texas. A 1998 opening in Providence,
Rhode Island has also been announced. Leases for The Great Train Store Express,
temporary holiday stores, have been signed in Dallas, Texas; Nashville,
Tennessee; Tulsa, Oklahoma; and Olathe, Kansas.
The Company intends to finance anticipated capital expenditures, working capital
needs and debt obligations for the foreseeable future from cash from the
Company's operating activities, landlord allowances, the available line of
credit, possible fixtures and equipment or inventory financing, trade credit
and/or the public or private sale of debt or equity securities. As of June 28,
1997, there was no amount outstanding on the $8,000,000 revolving line of
credit.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(A) See Exhibit Index.
(B) No current reports on Form 8-K have been filed during
the twenty-six week period ended June 28, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE GREAT TRAIN STORE COMPANY
August 12, 1997 /s/ Cheryl A. Taylor
- --------------- --------------------------------------------
Date Cheryl A. Taylor
Vice President - Finance and Administration,
Principal Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
11 Statement Re: Computation of Per Share Earnings 15
<TABLE>
EXHIBIT 11
The Great Train Store Company
Computation of Per Share Earnings
<CAPTION>
For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended
June 29, 1996 June 28, 1997 June 29, 1996 June 28, 1997
-------------------- -------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Weighted Average of:
Common Stock Outstanding 3,155,742 4,399,601 3,150,371 4,398,160
Common Stock Equivalents - - - -
-------------- --------------- -------------- ------------
Shares Outstanding 3,155,742 4,399,601 3,150,371 4,398,160
============== =============== ============== ============
Net Loss $ (408,510) $ (599,409) $ (916,005) $ (1,111,431)
Weighted Average Shares Outstanding 3,155,742 4,399,601 3,150,371 4,398,160
-------------- -------------- --------------- ------------
Net Loss Per Share $ (0.13) $ (0.14) $ (0.29) $ (0.25)
============== ============== ============== ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-28-1997
<CASH> 881,710
<SECURITIES> 0
<RECEIVABLES> 883,283
<ALLOWANCES> 0
<INVENTORY> 6,646,893
<CURRENT-ASSETS> 8,411,886
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0
0
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</TABLE>
