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 thirty-nine week period ended September 28, 1996
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 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 as of September 28, 1996
--------------- -------------------------
Common Stock $0.01 par value 4,372,419
THE GREAT TRAIN STORE COMPANY
QUARTERLY REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
FOR THE FISCAL QUARTER ENDED
September 28, 1996
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements Page
Unaudited Consolidated Balance Sheet as of September 28, 1996 3
Unaudited Consolidated Statements of Operations for the
thirteen weeks ended September 30, 1995 and September 28, 1996
and the thirty-nine weeks ended September 30, 1995 and September
28, 1996 4
Unaudited Consolidated Statements of Cash Flows for the thirty-nine
weeks ended September 30, 1995 and September 28, 1996 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 13
SIGNATURE PAGE 14
EXHIBIT INDEX 15
THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
------
September 28, 1996
------------------
CURRENT ASSETS:
Cash and cash equivalents $4,285,253
Merchandise inventories 5,333,582
Accounts receivable and other current assets 57,550
------
Total current assets 9,676,385
PROPERTY AND EQUIPMENT:
Store construction and leasehold improvements 3,206,739
Furniture, fixtures, and equipment 813,395
-------
4,020,134
Less - Accumulated depreciation and amortization (1,242,253)
----------
Property and equipment, net 2,777,881
OTHER ASSETS, net 214,131
-------
Total assets $12,668,397
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $2,925,567
Sales taxes payable 88,313
Current portion of capital lease obligations 115,282
-------
Total current liabilities 3,129,162
CAPITAL LEASE OBLIGATIONS, net of current portion 338,997
-------
Total liabilities 3,468,159
---------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Preferred stock; $.01 par value; 2,000,000 shares
authorized; none issued and outstanding -
Common stock; $.01 par value; 18,000,000 shares
authorized; 4,372,419 shares issued and
outstanding 43,724
Paid-in capital 10,022,440
Unearned compensation - restricted stock (4,641)
Accumulated deficit (861,285)
--------
Total stockholders' equity 9,200,238
---------
Total liabilities and stockholders' equity $12,668,397
===========
The accompanying notes are an integral part of these consolidated financial
statements.
THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Thirteen Weeks Ended For the Thirty-nine Weeks Ended
Sept. 30, 1995 Sept 28, 1996 Sept. 30, 1995 Sept. 28, 1996
-------------- ------------- -------------- --------------
NET SALES $2,565,309 $3,596,861 $6,406,521 $8,783,692
COST OF SALES 1,352,093 1,882,389 3,400,319 4,620,660
--------- --------- --------- ---------
Gross profit 1,213,216 1,714,472 3,006,202 4,163,032
--------- --------- --------- ---------
OPERATING EXPENSES:
Store operating expenses 552,275 904,333 1,605,583 2,312,727
Occupancy expenses 424,643 570,315 1,169,520 1,516,058
Selling, general, and
administrative expenses 386,661 450,688 1,042,866 1,265,103
Depreciation and amortization 64,848 88,403 168,613 251,016
------ ------ ------- -------
Total operating expenses 1,428,427 2,013,739 3,986,582 5,344,904
OPERATING LOSS (215,211) (299,267) (980,380) (1,181,872)
-------- -------- -------- ----------
OTHER INCOME (EXPENSE):
Interest expense (38,101) (38,942) (91,296) (102,279)
Interest income 19,538 27,149 92,071 56,794
Other income 2,268 7,099 8,083 7,391
----- ----- ----- -----
Total other income
(expense), net (16,295) (4,694) 8,858 (38,094)
------- ------ ----- -------
NET LOSS ($231,506) ($303,961) ($971,522) ($1,219,966)
========= ========= ========= ===========
NET LOSS PER SHARE $ (0.07) $ (0.08) $ (0.31) $ (0.36)
======== ======== ======== =========
WEIGHTED AVERAGE SHARES
OUTSTANDING 3,145,000 3,952,634 3,145,000 3,430,024
========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Thirty-Nine Weeks Ended
Sept. 30, 1995 Sept. 28, 1996
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ($971,522) ($1,219,966)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 168,613 251,016
Amortization of unearned compensation restricted stock 12,750 6,524
Loss on retirement of property and equipment 20,637 -
Changes in assets and liabilities:
Merchandise inventories (747,213) (2,450,623)
Accounts receivable and other current assets 69,784 165,089
Other assets (8,492) (78,135)
Accounts payable and accrued liabilities (5,040) 1,139,744
Sales taxes payable (122,567) (148,480)
-------- --------
Net cash used in operating activities (1,583,050) (2,334,831)
---------- ----------
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 6,000 -
Proceeds from sale of marketable securities 1,836,150 -
Purchase of property and equipment (243,207) (1,241,257)
-------- ----------
Net cash provided by (used in) investing activities 1,598,943 (1,241,257)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from stock issuance - 5,582,264
Proceeds from notes payable 19,231 -
Repayment of notes payable and capital leases (268,285) (958,621)
-------- --------
Net cash provided by (used in) financing activities (249,054) 4,623,643
-------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (233,161) 1,047,555
CASH AND CASH EQUIVALENTS, beginning of period 1,983,953 3,237,698
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $1,750,792 $4,285,253
========== ==========
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
Assets financed through capital lease obligations $ 249,348 $ 155,000
========== ==========
The accompanying notes are an integral part of these consolidated statements.
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
thirty-nine week periods ended September 28, 1996 and September 30, 1995 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 30, 1995 included in
the Company's 1995 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 May 9, 1996, the Company finalized a $3,000,000 revolving line of credit with
Bank One, Texas. The line of credit has an initial contract period of two years
and is secured by certain assets of the Company, including inventory.
Outstanding borrowings bear interest at the bank's base rate plus 1 1/2% per
annum and a commitment fee of 1/2% per annum is charged on the unused portion of
the line. As of September 28, 1996, there was no amount outstanding on the
revolving line of credit.
Effective December 31, 1995, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." This statement requires
that long-lived assets and certain identifiable intangibles to be held and used
by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recovered. The adoption of this statement had no effect on the consolidated
financial statements.
As of the date of this report, the Company has opened eight new stores, the most
recent of which opened on November 2 in Florida Mall, Orlando, Florida. Other
stores opened in 1996 include Holyoke Mall in Holyoke, Massachusetts; Woodbridge
Center in Woodbridge, New Jersey; Regency Square in Richmond, Virginia; Country
Club Plaza in Kansas City, Missouri; Somerset Collection North in Troy (near
Detroit), Michigan; Bellevue Square in Bellevue (near Seattle), Washington; and
Oxmoor Center in Louisville, Kentucky. In addition, the Company has signed
leases for additional new stores to open in 1996 in Old Orchard Shopping Center
in Chicago, Illinois, Columbiana Centre in Columbia, South Carolina and Carolina
Place in Charlotte, North Carolina.
Effective November 3, 1996, the Company acquired the assets of The Train Depot
in Winter Park (near Orlando), Florida for approximately $295,000. The Company
financed the acquisition through a cash payment of approximately $180,000 and
through a note in the principal amount of approximately $115,000 which is
payable over seven years at 8% interest.
On August 4, 1996, the Company's warrants to purchase one share of common stock
at an exercise price of $5.00 expired. Of the 1,245,000 warrants outstanding,
1,226,169 (or 98.5%) were exercised and gross proceeds approximated $6,130,000.
Associated fees and expenses were approximately $549,000.
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:
For the Thirteen For the Thirty-nine
Weeks Ended Weeks Ended
Sept, 30, 1995 Sept, 28, 1996 Sept. 30, 1995 Sept. 28, 1996
-------------- -------------- -------------- --------------
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 52.7 52.3 53.1 52.6
------- ------- ------- -------
Gross profit 47.3 47.7 46.9 47.4
Store operating expenses 21.5 25.1 25.0 26.3
Occupancy expenses 16.6 15.9 18.3 17.3
Selling, general, & administrative 15.1 12.5 16.3 14.4
expenses
Depreciation and amortization 2.5 2.5 2.6 2.9
Operating loss (8.4) (8.3) (15.3) (13.5)
Interest expense (1.5) (1.1) ( 1.4) ( 1.2)
Interest income .8 .8 1.4 .7
Other income .1 .2 .1 .1
------- -------- -------- --------
Net Loss (9.0)% (8.4)% (15.2)% (13.9)%
COMPARISON OF THIRTEEN WEEK PERIOD ENDED SEPTEMBER 30, 1995 TO THE THIRTEEN WEEK
PERIOD ENDED SEPTEMBER 28, 1996
Net sales increased approximately $1,032,000 or 40.2%, for the thirteen weeks
ended September 28, 1996, compared with the corresponding period last year. Of
this increase, approximately $1,116,000 was attributable to net sales generated
by nine stores which were not open in the comparable period in 1995, and
approximately $36,000 was attributable to a 1.5% increase in comparable store
sales. Comparable store sales are calculated based on the stores opened during
both of the entire months being compared. These increases were partially offset
by a decrease in sales of approximately $120,000 attributable to the 1995
closing of the Columbus store.
Gross profit increased approximately $501,000 or 41.3%, for the thirteen weeks
ended September 28, 1996, compared with the corresponding period last year. As a
percentage of net sales, gross profit increased to 47.7% for the thirteen weeks
ended September 28, 1996, compared with 47.3% in the corresponding period last
year. The increase in gross profit margin resulted from several factors, none of
which individually had a material effect.
Store operating expenses increased approximately $352,000, or 63.8%, for the
thirteen weeks ended September 28, 1996, compared with the corresponding period
last year. Approximately $397,000 of the increase resulted from the operation of
the nine stores which were not open in the comparable period in 1995, $124,000
of which related to pre-opening expenses incurred in the setup and opening of
these stores. This increase was partially offset by a decrease in comparable
store expenses of approximately $14,000 and the elimination of operating
expenses of approximately $31,000 related to the Columbus store location which
was closed on December 30, 1995. As a percentage of net sales, store operating
expenses increased to 25.1% for the thirteen weeks ended September 28, 1996,
compared with 21.5% for the corresponding period last year. This was primarily
due to pre-opening expenses incurred in connection with opening a larger number
of stores in 1996 as compared to 1995.
Occupancy expenses increased approximately $146,000, or 34.3%, for the thirteen
weeks ended September 28, 1996, compared with the corresponding period last
year. Approximately $192,000 of the increase in occupancy expenses was
attributable to the nine stores which were not open in the comparable period in
1995. This was partially offset by an approximate $14,000 decrease in comparable
store occupancy expenses and an approximate $39,000 decrease due to the closing
of the Columbus store. As a percentage of net sales, overall occupancy expenses
decreased to 15.9% for the thirteen weeks ended September 28, 1996, compared
with 16.6% for the corresponding period last year.
Selling, general and administrative expenses increased approximately $64,000, or
16.6%, for the thirteen weeks ended September 28, 1996, compared with the
corresponding period last year. The increase in selling, general, and
administrative expenses was primarily due to approximately $43,000 of additional
expenses related to salaries and related expenses for additional corporate
personnel in anticipation of future growth of the Company, and an approximate
$12,000 increase related to an investor public relations program which was
implemented in the second quarter of 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 decreased to 12.5% for the third
quarter of 1996, from 15.1% for the same period in 1995. This percentage change
resulted from the relatively fixed nature of selling, general and administrative
expenses and the increase in net sales experienced by the Company in the period.
The Company anticipates that, as additional stores are opened, selling, general
and administrative expenses will continue to increase at a slower rate than the
rate of sales growth.
Depreciation and amortization expense increased approximately $24,000, or 36.3%,
for the thirteen weeks ended September 28, 1996, compared with the corresponding
period last year. Such increase was primarily the result of an increase in the
asset base due to the opening of new stores. This increase was partially offset
by an approximate $11,000 decrease due to the closing of the Columbus store. As
a percentage of net sales, depreciation and amortization expense remained
constant at 2.5% for both the thirteen weeks ended September 28, 1996 and
the corresponding period last year.
Interest income increased approximately $8,000, or 39.0% for the thirteen weeks
ended September 28, 1996, compared with the corresponding period last year, due
to the investment of proceeds from the warrant exercise.
As a result of the foregoing, the Company recorded a net loss of approximately
$304,000 for the thirteen weeks ended September 28, 1996, compared with a net
loss of approximately $232,000 for the corresponding period last year. As a
percentage of net sales, net loss decreased to 8.4% for the third quarter of
1996, from 9.0% for the third quarter of 1995.
COMPARISON OF THIRTY-NINE WEEK PERIOD ENDED SEPTEMBER 30, 1995 TO THE
THIRTY-NINE WEEK PERIOD ENDED SEPTEMBER 28, 1996
Net sales increased approximately $2,377,000, or 37.1%, for the thirty-nine
weeks ended September 28, 1996 compared with the corresponding period last year.
Of this increase, approximately $2,603,000 was attributable to net sales
generated by eleven stores which were not open in the comparable period in 1995,
and approximately $111,000 was attributable to a 1.9% increase in comparable
store sales. Comparable store sales are calculated based on the stores opened
during both of the entire months being compared. These increases were partially
offset by a decrease in sales of approximately $337,000 attributable to the 1995
closing of the Columbus store.
Gross profit increased approximately $1,157,000 or 38.5%, for the thirty-nine
weeks ended September 28, 1996, compared with the corresponding period last
year. As a percentage of net sales, gross profit increased to 47.4% for the
thirty-nine weeks ended September 28, 1996, compared with 46.9% for the
corresponding period last year. The increase in gross margin resulted from
several factors, none of which individually had a material effect.
Store operating expenses increased approximately $707,000 or 44.0%, for the
thirty-nine weeks ended September 28, 1996, compared with the corresponding
period last year. Approximately $818,000 of the increase resulted from the
operation of the eleven stores which were not open in the comparable period in
1995, $135,000 of which related to expenses incurred in the setup and opening of
these stores. This increase was partially offset by an approximate $9,000
decrease in comparable store operating expenses and an approximate $102,000
decrease due to closing of the Columbus store location on December 30, 1995. As
a percentage of net sales, store operating expenses increased to 26.3% for the
thirty-nine weeks ended September 28, 1996, compared with 25.0% for the
corresponding period last year. This was primarily due to pre-opening expenses
incurred in connection with opening a larger number of stores in 1996 as
compared to 1995.
Occupancy expenses increased approximately $347,000, or 29.6%, for the
thirty-nine weeks ended September 28, 1996, compared with the corresponding
period last year. Approximately $461,000 of the increase in occupancy expenses
was attributable to the eleven stores which were not open in the comparable
period in 1995. This was partially offset by a decrease in comparable store
occupancy expenses of approximately $7,000 and an approximate $115,000 decrease
due to the closing of the Columbus store. As a percentage of net sales, overall
occupancy expenses decreased to 17.3% for the thirty-nine weeks ended September
28, 1996, from 18.3% for the corresponding period last year.
Selling, general and administrative expenses increased approximately $222,000 or
21.3%, for the thirty-nine weeks ended September 28, 1996, compared with the
corresponding period last year. The increase in selling, general, and
administrative expenses was primarily due to approximately $91,000 of additional
expenses related to salaries and related expenses for additional corporate
personnel in anticipation of future growth of the Company, approximately $30,000
related to the annual managers meeting which included a larger group in 1996 due
to the increased number of stores and the addition of a mid-year managers
meeting for new store managers, and approximately $26,000 related to an investor
public relations program which was implemented in the second quarter of 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 decreased to 14.4% for the thirty-nine weeks ended September 28, 1996,
from 16.3% for the corresponding period last year. This percentage change
resulted from the relatively fixed nature of selling, general and administrative
expenses and the increase in net sales experienced by the Company in the period.
The Company anticipates that as additional stores are opened, selling, general
and administrative expenses will continue to decrease as a percentage of net
sales.
Depreciation and amortization expense increased approximately $82,000, or 48.9%,
for the thirty-nine weeks ended September 28, 1996, compared with the
corresponding period last year. As a percentage of net sales, depreciation and
amortization expense increased to 2.9% for the thirty-nine weeks ended September
28, 1996, from 2.6% for the corresponding period last year. Such increases were
primarily the result of an increase in the asset base due to the opening of new
stores and the addition of a Company wide management information system. The
increase was partially offset by an approximate $31,000 decrease due to the
closing of the Columbus store.
Interest expense increased approximately $11,000, or 12.3%, for the thirty-nine
weeks ended September 28, 1996, compared with the corresponding period last
year. The increase was primarily due to interest expense in 1996 related to the
financing of new management information systems which was not in place until the
third quarter of 1995. This increase was partially offset by a decrease in the
average outstanding principal balance of other notes.
Interest income decreased approximately $35,000, or 38.3% for the thirty-nine
weeks ended September 28, 1996, compared with the corresponding period last
year, due to the lower cash balance for the majority of the thirty-nine week
period. The decrease was partially offset as interest earned on the Company's
cash balance increased subsequent to the investment of warrant exercise
proceeds.
As a result of the foregoing, the Company recorded a net loss of approximately
$1,220,000 for the thirty-nine weeks ended September 28, 1996, compared with a
net loss of approximately $972,000 for the corresponding period last year.
Similar to many retail companies, the Company typically incurs seasonal net
losses in the first part of the year. As the number of the Company's stores
continues to grow, the Company anticipates that the total amount of such
seasonal losses may become larger. As a percentage of net sales, net loss
decreased to 13.9% for the first three quarters of 1996, from 15.2% for the
first three quarters of 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary uses of cash have been to fund construction expenses and
purchase initial merchandise inventories in connection with the opening of new
stores and to fund seasonal net losses.
For the thirty-nine weeks ended September 28, 1996, net cash used in operating
activities was approximately $2,335,000 compared to approximately $1,583,000 for
the corresponding period last year. The increase in net cash used in operating
activities results from the opening of new stores in the period and seasonal net
losses.
As of September 28, 1996, the Company's total debt and lease obligations
(exclusive of trade credit) consisted of approximately $454,000 payable under
capital lease obligations related to the management information systems,
fixtures and equipment. Of such debt obligations, approximately $21,000 under
the fixtures and equipment financing arrangements are payable during 1996.
The Company has opened eight new stores thus far in 1996, the most recent of
which opened on November 2 in Florida Mall, Orlando, Florida. Other stores
opened in 1996 include Holyoke Mall in Holyoke, Massachusetts; Woodbridge Center
in Woodbridge, New Jersey; Regency Square in Richmond, Virginia; Country Club
Plaza in Kansas City, Missouri; Somerset Collection North in Troy (near
Detroit), Michigan; Bellevue Square in Bellevue (near Seattle), Washington; and
Oxmoor Center in Louisville, Kentucky. In addition, the Company has signed
leases for additional new stores to open in 1996 in Old Orchard Shopping Center
in Chicago, Illinois, Columbiana Centre in Columbia, South Carolina and Carolina
Place in Charlotte, North Carolina. Effective November 3, 1996, the Company
acquired the assets of The Train Depot in Winter Park (near Orlando), Florida
for approximately $295,000. The Company financed the acquisition through a cash
payment of approximately $180,000 and through a note in the principal amount of
approximately $115,000 which is payable over seven years at 8% interest.
The Company intends to finance anticipated capital expenditures, working capital
needs and debt obligations for the foreseeable future from net proceeds from the
warrant exercise, cash from the Company's operating activities, landlord
allowances, the available line of credit, possible fixtures and equipment or
inventory financing and trade credit. On August 4, 1996, 1,226,169 (or 98.5%) of
the Company's 1,245,000 outstanding warrants to purchase the Company's common
stock at $5.00 per share were exercised. Gross proceeds were approximately
$6,130,000 and related expenses were approximately $549,000. In addition, in May
1996 the Company entered into a $3,000,000 revolving line of credit with Bank
One, Texas. As of September 28, 1996, there was no amount outstanding on the
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 thirty-nine week period ended September 28, 1996.
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
/s/ Cheryl A. Taylor
Date 11/12/96 Cheryl A. Taylor
Vice President - Finance and Administration,
Principal Financial Officer
EXHIBIT INDEX
Exhibit No. Description Page
10.10 Third Amendment to The Great Train Store Company 15
1994 Incentive Compensation Plan
11 Statement Re: Computation of Per Share Earnings 17
27.1 Financial Disclosure Schedule 18
99.1 Cautionary Statement Identifying Important Factors 19
that Could Cause the Company's Actual Results to
Differ from those Projected in Forward Looking
Statements