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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended December 31, 1997 or
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[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
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Commission file number 1-10062
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InterTAN, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-2130875
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
201 Main Street, Suite 1805
Fort Worth, Texas 76102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 348-9701
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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
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At January 31, 1998, 12,196,013 shares of the registrant's common stock, par
value $1.00 per share, were outstanding.
1
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TABLE OF CONTENTS
PART II OTHER INFORMATION
ITEM 6 - Exhibits and Reports on Form 8-K 3
Signatures 5
Exhibit 27.1, 27.2, and 27.3 -- Restated Financial Data Schedules 8
2
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The following item of InterTAN, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997, and Exhibit 27 referred to therein, are hereby
amended. Such item and exhibit are set forth herein in their entirety, as
amended. The other exhibits, which are not being amended, are not being filed
with this Amendment.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits Required by Item 601 of Regulation S-K:
Exhibit No. Description
3(a) Restated Certificate of Incorporation (Filed as
Exhibit 3(a) to InterTAN's Registration Statement
on Form 10 and incorporated herein by reference).
3(a)(i) Certificate of Amendment of Restated Certificate
of Incorporation (Filed as Exhibit 3(a)(i) to
InterTAN's Annual Report on Form 10-K for fiscal
year ended June 30, 1995 and incorporated herein
by reference).
3(a)(ii) Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred
Stock (Filed as Exhibit 3(a)(i) to InterTAN's
Registration Statement on Form 10 and
incorporated herein by reference).
3(b) Bylaws (Filed on Exhibit 3(b) to InterTAN's
Registration Statement on Form 10 and
incorporated herein by reference).
3(b)(i) Amendments to Bylaws through August 3, 1990
(Filed as Exhibit 3(b)(i) to InterTAN's Annual
Report on Form 10-K for fiscal year ended June
30, 1990 and incorporated herein by reference).
3(b)(ii) Amendments to Bylaws through May 15, 1995 (Filed
as Exhibit 3(b)(ii) to InterTAN's Annual Report
on Form 10-K for fiscal year ended June 30, 1995
and incorporated herein by reference).
3(b)(iii) Amended and Restated Bylaws (filed as Exhibit
3(b)(iii) to InterTAN's Annual Report on Form 10-
K for fiscal year ended June 30, 1996 and
incorporated herein by reference).
4(a) Articles Fifth and Tenth of the Restated
Certificate of Incorporation (included in Exhibit
3(a)).
3
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4(b) Amended and Restated Rights Agreement between
InterTAN, Inc. and The First National Bank of
Boston (filed as Exhibit 4(b) to InterTAN's
report on Form 8-K dated September 25, 1989 and
incorporated herein by reference).
4(c) Trust Indenture securing the issue of 9%
Convertible Subordinated Debentures due August
30, 2000 (Filed as Exhibit 4(c) InterTAN's Annual
Report on Form 10-K for fiscal year ended June
30, 1993 and incorporated herein by reference).
*10(a) Employment letter dated November 29, 1997 between
InterTAN, Inc. and Brian E. Levy.
*10(b) Form of Omnibus Termination Agreement dated
December 30, 1997 between, among others,
InterTAN, Inc. and Tandy Corporation.
*10(c) Loan Agreement dated to be effective December 22,
1997 among InterTAN, Inc., Bank of America
Canada, Bank of America N.T. & S.A. (London
England Branch Office) and certain other Lenders
as identified therein.
*11 Statement of Computation of Earnings per Share.
**27.1 Restated Article 5, Financial Data Schedule, for
quarter ended December 31, 1997.
**27.2 Restated Article 5, Financial Data Schedule, for
quarter ended December 31, 1996.
**27.3 Restated Article 5, Financial Data Schedule, for
quarter ended March 31, 1996.
*99 Form of Multi-Option Switch Facility Agreement
between InterTAN Australia Ltd. and Westpac
Banking Corporation.
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*Not filed herewith; previously filed with the Form 10-Q for the fiscal
quarter ended December 31, 1997.
**Filed herewith.
b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended December 31,
1997.
4
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
InterTAN, Inc.
(Registrant)
Date: February 19, 1999 By: /s/ James G. Gingerich
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James G. Gingerich
Executive Vice President and
Chief Financial Officer
(Authorized Officer)
By: /s/ Douglas C. Saunders
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Douglas C. Saunders
Vice President and Corporate Controller
(Principal Accounting Officer)
5
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INDEX TO EXHIBITS
INTERTAN, INC. FORM 10-Q/A
Exhibit No. Description
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3(a) Restated Certificate of Incorporation (Filed as Exhibit 3(a)
to InterTAN's Registration Statement on Form 10 and
incorporated herein by reference).
3(a)(i) Certificate of Amendment of Restated Certificate of
Incorporation (Filed as Exhibit 3(a)(i) to InterTAN's Annual
Report on Form 10-K for fiscal year ended June 30, 1995 and
incorporated herein by reference).
3(a)(ii) Certificate of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock (Filed as Exhibit
3(a)(i) to InterTAN's Registration Statement on Form 10 and
incorporated herein by reference).
3(b) Bylaws (Filed on Exhibit 3(b) to InterTAN's Registration
Statement on Form 10 and incorporated herein by reference).
3(b)(i) Amendments to Bylaws through August 3, 1990 (Filed as Exhibit
3(b)(i) to InterTAN's Annual Report on Form 10-K for fiscal
year ended June 30, 1990 and incorporated herein by
reference).
3(b)(ii) Amendments to Bylaws through May 15, 1995 (Filed as Exhibit
3(b)(ii) to InterTAN's Annual Report on Form 10-K for fiscal
year ended June 30, 1995 and incorporated herein by
reference).
3(b)(iii) Amended and Restated Bylaws (filed as Exhibit 3(b)(iii) to
InterTAN's Annual Report on Form 10-K for fiscal year ended
June 30, 1996 and incorporated herein by reference).
4(a) Articles Fifth and Tenth of the Restated Certificate of
Incorporation (included in Exhibit 3(a)).
4(b) Amended and Restated Rights Agreement between InterTAN, Inc.
and The First National Bank of Boston (filed as Exhibit 4(b)
to InterTAN's report on Form 8-K dated September 25, 1989 and
incorporated herein by reference).
6
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4(c) Trust Indenture securing the issue of 9% Convertible
Subordinated Debentures due August 30, 2000 (Filed as Exhibit
4(c) InterTAN's Annual Report on Form 10-K for fiscal year
ended June 30, 1993 and incorporated herein by reference).
*10(a) Employment letter dated November 29, 1997 between InterTAN,
Inc. and Brian E. Levy.
*10(b) Form of Omnibus Termination Agreement dated December 30, 1997
between, among others, InterTAN, Inc. and Tandy Corporation.
*10(c) Loan Agreement dated to be effective December 22, 1997 among
InterTAN, Inc., Bank of America Canada, Bank of America N.T.
& S.A. (London England Branch Office) and certain other
Lenders as identified therein.
*11 Statement of Computation of Earnings per Share.
**27.1 Restated Article 5, Financial Data Schedule, for quarter
ended December 31, 1997.
**27.2 Restated Article 5, Financial Data Schedule, for quarter
ended December 31, 1996.
**27.3 Restated Article 5, Financial Data Schedule, for quarter
ended March 31, 1996.
*99 Form of Multi-Option Switch Facility Agreement between
InterTAN Australia Ltd. and Westpac Banking Corporation.
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*Not filed herewith; previously filed with the Form 10-Q for the fiscal
quarter ended December 31, 1997.
**Filed herewith.
7
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and the consolidated statements of income contained
in InterTAN, Inc.'s second quarter report on Form 10-Q and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 26,025
<SECURITIES> 0
<RECEIVABLES> 16,742
<ALLOWANCES> 0
<INVENTORY> 169,512
<CURRENT-ASSETS> 221,405
<PP&E> 26,777
<DEPRECIATION> 0
<TOTAL-ASSETS> 249,354
<CURRENT-LIABILITIES> 96,068
<BONDS> 39,723
0
0
<COMMON> 12,130
<OTHER-SE> 95,281
<TOTAL-LIABILITY-AND-EQUITY> 249,354
<SALES> 314,268
<TOTAL-REVENUES> 314,619
<CGS> 178,405
<TOTAL-COSTS> 178,405
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,536
<INCOME-PRETAX> 15,563
<INCOME-TAX> 7,125
<INCOME-CONTINUING> 8,438
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,438
<EPS-PRIMARY> 0.70
<EPS-DILUTED> 0.58
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 53,302
<SECURITIES> 0
<RECEIVABLES> 14,721
<ALLOWANCES> 0
<INVENTORY> 185,292
<CURRENT-ASSETS> 262,324
<PP&E> 40,899
<DEPRECIATION> 0
<TOTAL-ASSETS> 305,990
<CURRENT-LIABILITIES> 108,319
<BONDS> 61,201
11,429
0
<COMMON> 0
<OTHER-SE> 118,712
<TOTAL-LIABILITY-AND-EQUITY> 305,990
<SALES> 303,221
<TOTAL-REVENUES> 303,477
<CGS> 170,533
<TOTAL-COSTS> 170,533
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,505
<INCOME-PRETAX> 10,027
<INCOME-TAX> 5,157
<INCOME-CONTINUING> 4,870
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,870
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.33
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 38,597
<SECURITIES> 0
<RECEIVABLES> 10,775
<ALLOWANCES> 0
<INVENTORY> 160,916
<CURRENT-ASSETS> 220,726
<PP&E> 38,690
<DEPRECIATION> 0
<TOTAL-ASSETS> 267,225
<CURRENT-LIABILITIES> 72,489
<BONDS> 64,789
11,034
0
<COMMON> 0
<OTHER-SE> 113,215
<TOTAL-LIABILITY-AND-EQUITY> 267,225
<SALES> 403,840
<TOTAL-REVENUES> 404,537
<CGS> 226,661
<TOTAL-COSTS> 226,661
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,163
<INCOME-PRETAX> 10,393
<INCOME-TAX> 6,369
<INCOME-CONTINUING> 4,024
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,024
<EPS-PRIMARY> 0.37
<EPS-DILUTED> 0.31
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