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 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 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. THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended June 29, 1996 June 28, 1997 June 29, 1996 June 28, 1997 ------------- ------------- ------------- ------------- 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. THE GREAT TRAIN STORE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Twenty-Six Weeks Ended June 29, 1996 June 28, 1997 ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: 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. 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. 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 Twenty-six Weeks Ended Weeks Ended June 29, 1996 June 28, 1997 June 29, 1996 June 28, 1997 -------------- ------------- ------------- ------------- 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)% -------- -------- -------- ------- 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 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 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. 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 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. 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. 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 EXHIBIT INDEX Exhibit No. Description Page 11 Statement Re: Computation of Per Share Earnings 15