FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission File Number 0-13283
REX Stores Corporation
(Exact name of registrant as specified in its charter)
Delaware 31-1095548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2875 Needmore Road, Dayton, Ohio 45414
(Address of principal executive offices) (Zip Code)
(937)276-3931
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
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 ( )
At the close of business on December 13, 1999, the registrant had
9,184,882 shares of Common Stock, par value $.01 per share,
outstanding.
REX STORES CORPORATION AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets......... 3
Consolidated Statements of Income............. 5
Consolidated Statements of Shareholders'
Equity...................................... 7
Consolidated Statements of Cash Flows......... 8
Notes to Consolidated Financial Statements.... 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................ 18
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REX STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
A S S E T S
October 31 January 31 October 31
1999 1999 1998
(In Thousands)
ASSETS:
Cash and cash equivalents $ 4,915 $ 11,912 $ 7,362
Accounts receivable, net 1,864 2,297 1,154
Merchandise inventory 172,712 132,002 177,207
Prepaid expenses and other 1,767 2,039 3,357
Equity investment in limited
partnerships 407 1,838 2,959
Future income tax benefits 9,366 9,366 7,899
--------- --------- --------
Total current assets 191,031 159,454 199,938
PROPERTY AND EQUIPMENT, NET 110,386 98,891 95,624
FUTURE INCOME TAX BENEFITS 8,109 8,109 9,541
RESTRICTED INVESTMENTS 1,962 1,828 1,816
--------- --------- --------
Total assets $ 311,488 $ 268,282 $306,919
========= ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 295 $ - $ 36,797
Current portion of long-term debt 2,278 3,114 2,998
Current portion, deferred income
and deferred gain on sale and
leaseback 11,201 11,453 11,463
Accounts payable, trade 54,910 52,674 64,662
Accrued income taxes 748 147 -
Accrued payroll 5,658 5,889 4,407
Other liabilities 10,594 8,817 10,740
--------- -------- --------
Total current liabilities 85,684 82,094 131,067
--------- -------- --------
3
Liabilities and Shareholders' Equity (Continued)
LONG-TERM LIABILITIES:
Long-term debt 42,756 55,478 52,634
Deferred income 15,904 16,723 16,452
Deferred gain on sale and
leaseback 3,159 3,777 4,557
--------- --------- --------
Total long-term liabilities 61,819 75,978 73,643
--------- --------- --------
SHAREHOLDERS' EQUITY:
Common stock 115 98 97
Paid-in capital 102,214 58,596 58,403
Retained earnings 84,019 75,370 67,505
Treasury stock (22,363) (23,854) (23,796)
--------- --------- --------
Total shareholders' equity 163,985 110,210 102,209
--------- --------- --------
Total liabilities and
shareholders' equity $ 311,488 $ 268,282 $306,919
========= ========= ========
[FN]
The accompanying notes are an integral part of
these unaudited consolidated statements.
4
REX STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
October 31 October 31
1999 1998 1999 1998
(In Thousands, Except Per Share Amounts)
NET SALES $102,432 $92,634 $309,227 $273,044
COSTS AND EXPENSES:
Cost of merchandise sold 74,651 67,326 224,134 197,710
Selling, general and
administrative expenses 24,088 22,152 71,382 65,186
-------- ------- -------- --------
Total costs and expenses 98,739 89,478 295,516 262,896
-------- ------- -------- --------
INCOME FROM OPERATIONS 3,693 3,156 13,711 10,148
INVESTMENT INCOME 60 64 249 287
INTEREST EXPENSE (1,471) (1,911) (4,226) (4,829)
INCOME(LOSS) FROM LIMITED
PARTNERSHIPS 1,173 (270) 1,969 (270)
GAIN ON SALE OF
REAL ESTATE 787 - 787 -
-------- ------- -------- --------
Income before income taxes 4,242 1,039 12,490 5,336
PROVISION FOR INCOME TAXES 1,061 307 3,124 2,006
-------- ------- -------- --------
Income before extraordinary
item 3,181 732 9,366 3,330
Extraordinary loss from early
extinguishment of debt,
net of income tax effect
of $239 717 - 717 -
-------- ------- -------- --------
NET INCOME $ 2,464 $ 732 $ 8,649 $ 3,330
======== ======= ======== ========
5
Consolidated Statements of Income (Continued)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 8,110 7,202 7,692 7,512
======== ======= ======== ========
Basic net income per share
before extraordinary item $ 0.39 $ 0.10 $ 1.22 $ 0.44
Extraordinary item (0.09) - (0.09) -
-------- ------- -------- --------
BASIC NET INCOME PER SHARE $ 0.30 $ 0.10 $ 1.13 $ 0.44
======== ======= ======== ========
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVA-
LENT SHARES OUTSTANDING 9,224 7,509 8,551 7,916
======== ======= ======== ========
Dilutive net income per share
before extraordinary item $ 0.35 $ 0.10 $ 1.10 $ 0.42
Extraordinary item (0.08) - (0.08) -
-------- ------- -------- --------
DILUTED NET INCOME PER SHARE $ 0.27 $ 0.10 $ 1.02 $ 0.42
======== ======= ======== ========
[FN]
The accompanying notes are an integral part of
these unaudited consolidated statements.
6
REX STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Shares
-------------------------------
Issued Treasury Paid-in Retained
Shares Amount Shares Amount Capital Earnings
(In Thousands)
Balance at
October 31, 1998 9,756 $ 97 2,582 $23,796 $ 58,403 $67,505
Common stock
issued 11 1 - - 193 -
Treasury stock
acquired - - 5 58 - -
Net income - - - - - 7,865
----- ------ ----- ------- -------- -------
Balance at
January 31, 1999 9,767 98 2,587 23,854 58,596 75,370
Common stock
issued 1,700 17 (512) (4,721) 43,618 -
Treasury stock
acquired - - 209 3,230 - -
Net income - - - - - 8,649
----- ------ ----- ------- -------- -------
Balance at
October 31, 1999 11,467 $ 115 2,284 $22,363 $102,214 $84,019
====== ====== ===== ======= ======== =======
[FN]
The accompanying notes are an integral part of
these unaudited consolidated statements.
7
REX STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
October 31
1999 1998
(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $8,649 $3,330
Adjustments to reconcile net
income to net cash used in
operating activities:
Depreciation and amortization, net 2,556 2,360
Equity in losses of limited partnerships 1,431 -
Deferred income (1,733) (1,373)
Changes in assets and liabilities
Accounts receivable 433 1,621
Merchandise inventory (40,710) (50,709)
Other current assets 267 (1,284)
Accounts payable, trade 2,236 14,830
Other liabilities 2,054 403
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (24,817) (30,822)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (14,852) (7,926)
Capital disposals 943 2,404
Equity investment in limited
partnerships - (2,959)
Restricted investments (134) (178)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (14,043) (8,659)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable 295 36,797
Payments of long-term debt (21,641) (3,277)
Long-term debt borrowings 8,083 3,289
Common stock issued 46,628 507
Treasury stock issued 1,728 -
Treasury stock acquired (3,230) (7,410)
-------- --------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 31,863 29,906
-------- --------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (6,997) (9,575)
8
Consolidated Statements of Cash Flows (Continued)
CASH AND CASH EQUIVALENTS,
beginning of period 11,912 16,937
-------- --------
CASH AND CASH EQUIVALENTS,
end of period $4,915 $7,362
======== ========
[FN]
The accompanying notes are an integral part of
these unaudited consolidated statements.
9
REX STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 1999
Note 1. Consolidated Financial Statements
The consolidated financial statements included in this report have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission and include, in the opinion of
management, all adjustments necessary to state fairly the information set
forth therein. Any such adjustments were of a normal recurring nature.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these unaudited
consolidated financial statements be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended January 31, 1999.
Note 2. Accounting Policies
The interim consolidated financial statements have been prepared in
accordance with the accounting policies described in the notes to the
consolidated financial statements included in the Company's 1999 Annual
Report on Form 10-K. While management believes that the procedures followed
in the preparation of interim financial information are reasonable, the
accuracy of some estimated amounts is dependent upon facts that will exist or
calculations that will be accomplished at fiscal year end. Examples of
such estimates include changes in the LIFO reserve (based upon the Company's
best estimate of inflation to date), management bonuses and the provision for
income taxes. Any adjustments pursuant to such estimates during the quarter
were of a normal recurring nature.
Certain reclassifications have been made to prior year amounts to
conform with their fiscal 2000 presentation.
10
Notes to Consolidated Financial Statements (Continued)
Note 3. Stock Option Plans
The following summarizes options granted, exercised and canceled or
expired during the nine months ended October 31, 1999:
Shares Under Stock
Option Plans
Outstanding at January 31, 1999
($3.38 to $18.98 per share) 3,194,951
Granted ($11.50 to $22.69 per share) 212,221
Exercised ($3.38 to $16.75 per share) (712,485)
Canceled or expired ($8.13 to $17.25 per share) (17,670)
---------
Outstanding at October 31, 1999
($8.13 to $22.69 per share) 2,677,017
=========
Note 4. Sale of Common Stock
On September 29, 1999, the Company completed the sale of 1,500,000
shares of common stock under a Form S-3 registration statement and received
net proceeds of approximately $44.7 million. The Company used $19.5 million
of the proceeds to pay a portion of its outstanding long-term mortgage debt
and related prepayment fees. The Company incurred an extraordinary
loss for early extinguishment of debt of $717,000, net of the income tax
effect of $239,000. The remaining proceeds are being used to fund new store
expansion and for other general corporate purposes.
11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The Company is a leader in the consumer electronics/appliance retailing
industry with 228 stores in 35 states, operating predominantly in small to
medium-sized markets under the trade name "REX".
Results of Operations
The following table sets forth, for the periods indicated, the relative
percentages that certain income and expense items bear to net sales:
Three Months Ended Nine Months Ended
October 31 October 31
1999 1998 1999 1998
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of merchandise sold 72.9 72.7 72.5 72.4
----- ----- ----- -----
Gross profit 27.1 27.3 27.5 27.6
Selling, general and
administrative expenses 23.5 23.9 23.1 23.9
----- ----- ----- -----
Income from operations 3.6 3.4 4.4 3.7
Interest expense, net (1.4) (2.0) (1.3) (1.7)
Income (loss) from limited 1.1 (0.3) 0.6 (0.1)
partnerships
Gain on sale of real estate 0.8 - 0.3 -
----- ----- ----- -----
Income before income
taxes 4.1 1.1 4.0 1.9
Provision for income taxes 1.0 0.3 1.0 0.7
----- ----- ----- -----
Income before extraordinary item 3.1 0.8 3.0 1.2
Extraordinary loss from early
extinguishment of debt 0.7 - 0.2 -
----- ----- ----- -----
Net income 2.4% 0.8% 2.8% 1.2%
===== ===== ===== =====
12
Comparison of Three and Nine Months Ended October 31, 1999 and 1998
Net sales in the third quarter ended October 31, 1999 were $102.4 million
compared to $92.6 million in the prior year's comparable period, representing
an increase of $9.8 million or 10.6%. This increase is primarily the result
of a 7.7% increase in comparable store sales for the quarter. The Company
considers a store to be comparable after it has been open six full fiscal
quarters.
The television category generated the majority of the comparable store
sales increase for the quarter, with the strongest sales coming from big
screen televisions. The next strongest product for the Company was sales of
digital video disc (DVD) players, with lower retail sales from video
cassette recorders (VCR) generally offsetting those sales increases.
Net sales for the first nine months of fiscal 2000 were $309.2 million
compared to $273.0 million for the first nine months of fiscal 1999,
representing an increase of $36.2 million or 13.3%. This increase is
primarily the result of an increase of 11.2% in comparable store sales for
the first nine months of fiscal 2000. All major product categories made
positive contributions to comparable store sales. The appliance category
accounted for 5.0% of the 11.2% increase in comparable store sales, led by
strong air conditioner sales during the second quarter. Televisions
positively impacted comparable store sales by 4.6%, led by big screen
sales. In addition, the audio, video and other categories impacted comparable
store sales by 1.3%, 0.4% and (0.1)%, respectively.
As of October 31, 1999, the Company had 228 stores compared to 223 stores
one year earlier. There were three stores opened and three closed in the first
nine months of fiscal 2000. In the prior year's comparable period there were
six stores opened and five closed. The Company evaluates the performance of
its stores on a continuous basis and, based on an assessment of
profitability, future cash flows and other factors it deems relevant, will
close any store which is not adequately contributing to Company profitability.
Gross profit of $27.8 million in the third quarter of fiscal 2000 (27.1%
of net sales) was 9.8% higher than the $25.3 million gross profit (27.3% of
net sales) recorded in the third quarter of fiscal 1999. In the first nine
months of fiscal 2000 gross profit was $85.1 million (27.5% of net sales),
a 12.9% increase from $75.3 million (27.6% of net sales) for the first nine
months of fiscal 1999. The reduction in gross profit margin for the third
quarter and the first nine months of fiscal 2000 was primarily due to the
recognition of a lower amount of extended service contract revenues relative
to total merchandise sales. Sales of extended service contracts generally
have a higher gross profit margin in comparison to other product categories.
The decline in the percentage of extended service contract revenues to total
sales served to reduce the gross profit margin in the third quarter and
first nine months of fiscal 2000.
Selling, general and administrative expenses for the third quarter of
fiscal 2000 were $24.1 million (23.5% of net sales), an 8.7% increase over
13
the $22.2 million (23.9% of net sales) for the third quarter of fiscal 1999.
Selling, general and administrative expenses for the first nine months of
fiscal 2000 were $71.4 million (23.1% of net sales), a 9.5% increase from
$65.2 million (23.9% of net sales) for the first nine months of fiscal 1999.
The increase in expense for both the third quarter and first nine months of
fiscal 2000 is primarily the result of increased incentive commissions,
advertising expenditures and other selling costs associated with the
increased sales levels. The reduction in selling, general and administrative
expenses as a percent of net sales is primarily the result of the leveraging
of store operating costs, such as advertising and occupancy expenses, and
corporate costs on an increase in comparable store sales of 7.7% for the
third quarter and 11.2% for the first nine months of fiscal 2000.
Interest expense decreased to $1.5 million (1.4% of net sales) for the
quarter ended October 31, 1999 from $1.9 million (2.1% of net sales) for the
third quarter of fiscal 1999. Interest expense for the first nine
months of fiscal 2000 decreased to $4.2 million (1.4% of net sales) from
$4.8 million (1.8% of net sales) for the first nine months of fiscal 1999.
The decrease in interest expense was primarily the result of lower
borrowings under the line of credit for the first nine months of fiscal 2000.
During the third quarter of fiscal 2000, the Company reported the sale
of a shopping center in which it had previously operated a retail store.
The Company recorded a gain of $787,000 from the sale of this real estate.
Results of the third quarter and first nine months of fiscals 2000 and
1999 also reflect the impact of the Company's equity investment in two
limited partnerships which produce synthetic fuel. Effective February 1,
1999, the Company entered into an agreement to sell a portion of its
investment in one of the limited partnerships, which resulted in the
reduction in the Company's ownership interest from 30% to 17%. The Company
expects to receive cash payments from the sale on a quarterly basis through
2007. These payments are contingent upon and equal to 75% of the federal
income tax credits attributable to the 13% interest sold.
The Company reported income from the limited partnerships of
$1,173,000 for the third quarter of fiscal 2000, which consisted of
$1,547,000 of income generated by the sale of the partnership interest,
partially offset by a charge of $374,000 to reflect the Company's equity
share of the partnerships' losses. For the first nine months of fiscal
2000, the Company reported income from the limited partnerships of
$1,969,000, which consisted of $3,400,000 of income generated by the sale
of the partnership interest, partially offset by a charge of $1,431,000 to
reflect the Company's equity share of the partnerships' losses.
The Company's effective tax rate was reduced to 25.0% for the third
quarter and first nine months of fiscal 2000 from 29.5% for the third
quarter and 37.6% for the first nine months of fiscal 1999 as a result of
the Company's share of federal income tax credits earned by the limited
partnerships under Section 29 of the Internal Revenue Code.
14
The Company recorded an extraordinary loss from the early
extinguishment of debt of $717,000, net of the income tax effect of
$239,000, for the third quarter of fiscal 2000. In October 1999, the
Company paid off approximately $18.9 million of mortgage debt with proceeds
from the Company's secondary offering completed September 29, 1999.
As a result of the foregoing, net income for the third quarter of
fiscal 2000 was $2.5 million, a 236.6% increase from $732,000 for the third
quarter of fiscal 1999. Net income for the first nine months of fiscal
2000 was $8.6 million, a 159.7% increase from $3.3 million for the first
nine months of fiscal 1999.
Liquidity and Capital Resources
Net cash used in operating activities was $24.8 million for the first
nine months of fiscal 2000, compared to $30.8 million for the first nine
months of fiscal 1999. For the first nine months of fiscal 2000, operating
cash flow was provided by net income of $8.6 million adjusted for the net
impact of non-cash items of $2.3 million, which consist of deferred income,
depreciation and amortization and our equity interest in the losses of the
synthetic fuel limited partnerships. The primary use of cash was an
increase in inventory of $40.7 million primarily due to the seasonal timing
of inventory purchases. Cash was also provided by an increase in accounts
payable of $2.2 million, primarily due to an increase in inventory, and an
increase in other liabilities of $2.1 million, primarily due to the timing
of payment of taxes and customer payments.
At October 31, 1999, working capital was $105.3 million compared to
$77.4 million at January 31, 1999. The ratio of current assets to current
liabilities was 2.2 to 1 at October 31, 1999 compared to 1.9 to 1 at
January 31, 1999.
Capital expenditures through October 31, 1999 totaled $14.9 million and
primarily relate to the acquisition of store sites and other construction
expenditures associated with planned fiscal 2000 new store openings and the
purchase of two previously leased stores. The Company expects to open 14
new stores in fiscal 2000.
Cash provided by financing activities totaled approximately $31.9
million for the first nine months of fiscal 2000. On September 29, 1999
the Company completed the sale of 1,500,000 shares of common stock with net
proceeds to the Company of approximately $44.7 million after expenses. The
Company received proceeds of $3.6 million from the exercise of stock
options by employees and directors. The Company paid off $18.9 million of
long-term mortgage debt with proceeds from the stock offering. The Company
also paid off long-term mortgage debt of $3.0 million with scheduled
repayments and $419,000 from the sale of real estate. During the first
half of fiscal 2000, the Company also purchased 209,000 shares of its
common stock for $3.2 million The Company is currently authorized by its
board of directors to purchase an additional 255,700 shares of common
stock. The Company also received proceeds of $8.1 million from long-term
debt borrowings related to mortgage financing for 11 stores.
15
At October 31, 1999, the Company had borrowings totaling $295,000
outstanding on its revolving credit agreement. A total of approximately
$111.6 million was available for borrowings at October 31, 1999.
Year 2000
The statements in this section include "Year 2000 readiness disclosure"
within the meaning of the Year 2000 Information and Readiness Disclosure Act.
Certain software and hardware systems are time sensitive. Older time-
sensitive systems often use a two digit dating convention ("00" rather than
"2000") that could result in system failure and disruption of operations as
the Year 2000 approaches. This is referred to as the Year 2000 issue. The
Year 2000 issue will impact us, our suppliers, customers and other third
parties that transact business with us.
We have a staff of internal resources to address Year 2000 issues.
This team believes that it has identified substantially all hardware and
software systems within REX which may be susceptible to Year 2000 issues.
Projects have been established to address all significant Year 2000 issues.
The Year 2000 Team reports regularly to senior management on the progress of
significant Year 2000 projects.
Most Year 2000 activities are to test hardware and software systems,
including infrastructure systems such as telephones and store security
systems. We determined that we needed to modify some of our software. We
believe all hardware systems are Year 2000 compliant. We believe we have
completed reprogramming and testing all of our critical systems impacted by
Year 2000 issues. We are currently working with outside vendors on the
compliance status of the telephones and store security systems.
We have initiated communications with significant suppliers and other
third parties that transact business with us to identify and minimize
disruptions to our operations and to assist in resolving Year 2000 issues.
Information provided by our 15 largest suppliers states that they believe
their products are Year 2000 compliant. Most of the companies operating
our store security systems believe their systems are either Year 2000
compliant or are not date dependent. However, there can be no certainty
that the impacted systems and products of other parties on which we rely
will be Year 2000 compliant.
We generally believe that our suppliers are responsible for the Year
2000 functionality of the products they supply to us for resale. However,
should product failures occur, we may be required to address the
administrative aspects of those failures, such as handling product returns
or repairs.
The estimated costs for resolving Year 2000 issues are approximately
$200,000. Most of these costs are internal labor related to reprogramming
existing software. Estimates of Year 2000 costs are based on numerous
assumptions and actual costs could be greater than estimates. Specific
factors that might cause such differences include, but are not limited to,
16
the continuing availability of personnel trained in this area and the
ability to timely identify and correct all relevant software and hardware
systems.
While we believe we are diligently addressing the Year 2000 issues to
ensure Year 2000 readiness, there can be no absolute assurance that the
objective will be achieved either internally or as it relates to third
parties. At this time, we believe the most reasonably likely worst case
scenario is that:
we could experience significant volumes of product returns due to
widespread product failures;
we could lose communications links with some stores;
some stores could close due to loss of electric power;
store security systems may not operate; and
individual stores may be unable to process transactions or engage in
normal business activity.
Our contingency plans include conducting store operations on a manual
basis, working to assess and correct system errors and possibly changing
suppliers.
Forward-Looking Statements
This Form 10-Q contains or may contain forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. The words
"believes", "estimates", "plans", "expects", "intends", "anticipates" and
similar expressions as they relate to the Company or its management are
intended to identify such forward-looking statements. Forward-looking
statements are inherently subject to risks and uncertainties. Factors that
could cause actual results to differ materially from those in the forward-
looking statements are set forth in the Risk Factors section in the
Company's prospectus dated September 29, 1999 filed pursuant to Rule 424(b)
under the Securities Act of 1933 (File No. 333-86005).
17
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are filed
with this report:
4(i) Amendment Agreement dated October 19, 1999
to Amended and Restated Loan Agreement dated
July 31, 1995 among the Borrowers, the
registrant, the lenders named therein and
Fleet Bank, N.A. (as successor to NatWest
Bank N.A.) as agent.........................
27 Financial Data Schedule.....................
(b) Reports on Form 8-K. No reports on Form 8-K
were filed during the quarter ended
October 31, 1999.
18
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.
REX STORES CORPORATION
Registrant
December 14, 1999 /s/Stuart A. Rose
Stuart A. Rose
Chairman of the Board
(Chief Executive Officer)
December 14, 1999 /s/Douglas L. Bruggeman
Douglas L. Bruggeman
Vice President, Finance and
Treasurer
(Principal Financial and
Chief Accounting Officer)