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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1999
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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 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
3300 Highway #7, Suite 904
Toronto, Ontario, Canada L4K 4M3
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 905-760-9701
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, par value $1.00 per share* New York Stock Exchange
(*Includes related preferred stock purchase rights)
Securities registered pursuant of Section 12(g) of the Act: None
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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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( X)
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 20, 1999 was $364,066,367 based on the New York Stock
Exchange closing price on such date.
As of September 20, 1999 there were 19,948,842 shares of the registrant's Common
Stock outstanding.
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Documents Incorporated by Reference
Portions of the definitive Proxy Statement for the 1999 Annual Meeting of
Stockholders are incorporated by reference into Part III. With the exception of
those portions which are incorporated by reference in this Annual Report on Form
10-K, the definitive 1999 Proxy Statement is not to be deemed incorporated into
or filed as part of this Report.
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InterTAN, Inc.
Form 10-K for the Year Ended June 30, 1999
Table of Contents
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<TABLE>
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Part I Page No.
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<S> <C>
Item 1. Business
Description of Business 4
Employees 5
Products and Distribution 5
Management Information Systems 7
Suppliers 7
Geographic Analysis 8
Strategic Alliances 9
Merchandise, License and Advertising Agreements 10
Seasonality 11
Competition 11
Factors That Could Affect Future Performance 11
Item 2. Properties 15
Item 3. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Part II
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Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 16
Item 6. Selected Financial Data 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 37
Item 8. Financial Statements
Report of Independent Accountants 41
Consolidated Statements of Operations 42
Consolidated Balance Sheets 43
Consolidated Statements of Stockholders' Equity 44
Consolidated Statements of Cash Flows 45
Notes to Consolidated Financial Statements 46
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 67
Part III
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Item 10. Directors and Executive Officers of the Registrant 67
Item 11. Executive Compensation 67
Item 12. Security Ownership of Certain Beneficial Owners and Management 67
Item 13. Certain Relationships and Related Transactions 67
Part IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 68
Signatures 77
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PART I
Item 1. BUSINESS.
Description of Business
InterTAN, Inc. ("InterTAN" or the "Company") was incorporated in the State of
Delaware in June 1986 in order to receive from Tandy Corporation ("Tandy") the
assets and businesses of its foreign retail operations, conducted in Canada
under the "RadioShack" trade name, in Australia under the "Tandy Electronics"
trade name and in the United Kingdom and Europe under the "Tandy" trade name.
Following the transfer of assets, on January 16, 1987 Tandy distributed shares
of InterTAN common stock to the Tandy stockholders in a tax-free distribution on
the basis of one InterTAN share for every ten Tandy shares held. Thus Tandy
effected a spin-off and divestiture of these foreign retail operations and its
then ownership interest in InterTAN and its operations, thereby constituting
InterTAN as an independent public corporation. The Company's operations in
continental Europe were closed during fiscal years 1993 and 1994. During fiscal
year 1999, the Company sold its subsidiary in the United Kingdom. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Loss on Sale of United Kingdom Subsidiary and Other Restructuring
Charges".
InterTAN is engaged principally in the sale of consumer electronics products and
services through company-operated retail stores and dealer outlets in Canada and
Australia. In Canada, the Company also operates cellular telecommunications
stores (the "Cantel Stores") on behalf of Rogers Cantel Inc. ("Cantel"). See
"Geographic Analysis - Canada". InterTAN's ongoing retail operations are
conducted through two wholly-owned subsidiaries: InterTAN Australia Ltd.
("InterTAN Australia"), a New South Wales corporation which operates in
Australia under the trade name "Tandy Electronics" and InterTAN Canada Ltd.
("InterTAN Canada"), an Alberta corporation which operates in Canada under the
trade name "RadioShack". As used herein, "InterTAN" or "Company" sometimes
collectively refers to InterTAN, InterTAN Australia and InterTAN Canada,
according to the context.
As at June 30, 1999, InterTAN's company-operated retail stores and dealers
totaled 1,127 consisting of 451 company-operated and 330 dealer stores in
Canada, and 222 company-operated and 124 dealer stores in Australia. In
addition, at June 30, 1999, the Company operated 45 Cantel Stores in Canada.
The format for InterTAN's company-operated stores typically incorporates the
concept of small, strategically located stores in malls and shopping centers in
Canada and malls and street locations in Australia, each providing the customer
with convenience and readily available products and services to meet a wide
range of consumer electronic needs. The Company also operates a limited number
of express stores in Canada. These express stores feature a targeted range of
merchandise in a more compact floor plan and are established in high traffic
areas that do not presently have a company-operated store or which could support
a second location. In Canada, a "store-in-store" concept was tested during
fiscal year 1999 under which the Company operated the consumer electronics
department in certain selected store formats of The Hudson's Bay Company,
Canada's largest chain of department stores. See "Strategic Alliances". During
fiscal year 2000, a limited number of "new concept" stores will be opened in
both Canada and Australia. These stores will be larger than the typical store
size and will feature an expanded product assortment. Also during fiscal year
2000, the latest generation of prototypical stores will be introduced in
Australia. Stores will be renovated to this new look over a period of years as
regularly scheduled renovations take place. Approximately 40 to 50 stores will
be completed during fiscal year 2000. A limited number of clearance
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stores are also operated in Canada. InterTAN emphasizes product knowledge and
customer service. The Company believes that its sales associates are noted for
their helpfulness and product knowledge and that customers look to the Company's
stores to find the answers to their technology questions.
The "dealers" included in the above totals are independent retail businesses
which operate under their own trade names but are permitted, under dealer
agreements, to purchase any of the products sold by company-operated stores.
The dealer agreements contain a sub-license permitting such dealer to designate
its consumer electronics department or business as a "RadioShack Dealer" or a
"Tandy Electronics Dealer", as applicable. InterTAN's dealer network enables
the Company to penetrate smaller markets which do not have a population base
large enough to support a company-operated store.
InterTAN also provides after-sale service for all the products it sells during
warranty periods and beyond. The Company has adapted RadioShack USA's "Repair
Shop at RadioShack" program in each of its markets. Under this program, the
Company offers out-of-warranty repair service to customers for a wide range of
nationally branded electronic products. The Company's service centers provide
repair capability within a satisfactory turnaround period. The Company also
offers extended warranty plans to its customers. Under these plans, the Company
will either repair or replace defective product, depending on the nature of the
contract, for a specified number of years beyond the normal warranty period.
An E-commerce site, RadioShack.ca, offering customers the opportunity to
purchase over 100,000 products through the Internet was introduced in Canada in
September, 1999. Introduction of this concept into the Australian market will
not likely occur until later in fiscal year 2000.
Employees
As at June 30, 1999 InterTAN employed approximately 3200 persons. The managers
and sales associates in the Company's contract managed stores in australia are
not considered to be employees of the Company and are, therefore, not included
in this total. See "geographic Analysis - Australia". Approximately 75 of
InterTAN Canada's employees, who are engaged in InterTAN Canada's warehousing
and distribution operations, are represented by unions. Approximately 36 of
InterTAN Australia's employees are represented by three separate unions.
Approximately 28 of those individuals are employed in warehousing operations
while the balance, who are repair technicians and security monitoring staff, are
represented by separate unions. The Company considers its relationships with
its employees to be good.
Products and Distribution
InterTAN's strategy focuses on a product plan dedicated to profitable sales
growth by improving gross profit dollars while at the same time increasing
sales. Fundamental to this plan is a product offering which includes both
national brands and private label goods, emphasis on strategically selected core
categories which yield attractive margins, and in which management believes the
Company has a strong position in all of its markets, and managing the percentage
of lower margin product in the overall sales mix. This strategy has been
complemented by the introduction of certain service initiatives designed not
only to produce revenue in their own right, but also to increase traffic in the
Company's stores. Many of these service initiatives include residual revenues
which serve to improve gross margins.
InterTAN's stores carry a broad range of brand name and private label, quality
consumer electronics products. The selection of products offered for sale is
comprehensive, ranging from, among other things, small parts and accessories to
large ticket items such as computers and stereo systems. Types of product
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include: telephony products, including both land-line and cellular telephones,
pagers, answering machines and fax machines, personal electronics products,
personal computer hardware and software, batteries, parts and accessories,
communications products, audio and video products, and other small electronic
items. The product line in InterTAN stores varies from country to country due
to, among other things, product availability, local laws, regulations, varying
electronic and telecommunications standards and consumer preferences. It is
management's view that the range of products offered by InterTAN, in particular
its parts and accessories, is broader than that typically offered by others in
the retail consumer electronics industry. However, products substantially
similar to those sold through InterTAN's retail outlets are sold by many other
retail stores, including department stores, consumer electronics chains and
computer outlets.
The Company's private label products are similar, and in many instances
identical, to those sold through Tandy's RadioShack retail stores in the United
States. Certain of these products carry the trade-marks RadioShack and Optimus,
among others, which are used under license from Tandy. See "Merchandise,
License and Advertising Agreements - License Agreements." Other products carry
the Company's trade-marked brands, including Techcessories.
InterTAN also offers its customers a selection of brand name products including,
among others, Panasonic, Compaq, Sony, Lexmark, Sharp, Star Choice, ExpressVu,
Kodak, JVC, NEC/Packard Bell, Telstra and Sanyo (the lack of a , TM or SM is not
intended, regarding all of the names referred to herein above, to indicate a
lack of registration therefor). These brand name products have been selected to
complement InterTAN's own private label lines either as extensions or to offer
consumers a choice against which they may compare the relative capability and
value of InterTAN's private label products.
Management believes that its private label products offer value to the customer
and also produce above average margins for the Company. For this reason,
InterTAN offers the sale of private label goods complemented by premier national
brands. As part of this strategy, the Company works closely with Tandy's
purchasing and export agent, A&A International, Inc. ("A&A") in an effort to
expand the range of private label products and to leverage Tandy's sourcing
capabilities to negotiate favorable prices and product offerings with Far East
vendors. See "Suppliers" and "Merchandise, License and Advertising Agreements -
Merchandise Agreements". However, the positive benefits of this private label
strategy may be offset by the effect of other initiatives taken to emphasize
certain product lines which have high consumer demand and fit the Company's
market niche. These products include, among others, innovative digital and
wireless technology, including cellular and direct-to-home satellite, other
telephony products, and computers. Private label offers of these products are
not always available and, in addition, stocking these products in branded format
reduces inventory risks. While these products have sales growth potential, they
also typically carry margins which are below the Company's average. This is
partially mitigated by the fact that branded product can often be acquired under
more favorable terms, provides advertising support and reduces warranty
exposure.
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The following table summarizes the product categories which represented more
than 10% of the Company's sales during the past three years:
<TABLE>
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Sales by Product Group
(Rounded to nearest 1%)
(percentages are of total sales) 1999 1998 1997
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Parts & Accessories 24% /1/ 28% /1/ 29% /1/
Telephony, including cellular 25% /2/ 23% /2/ 16% /2/
Audio/Video 12% 15% 17%
Computers 17% /2/ 12% /2/ 13% /2/
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/1/ Includes batteries
/2/ Includes related accessories
Management Information Systems
The Company's information systems are used to process inventory, accounting,
payroll, communications and other operating information for all aspects of the
Company's operations. In addition, each of the Company's stores has one or more
computers which serve as point-of-sale terminals and are linked to that
particular country's operational headquarters. This information network,
referred to as EPOS, provides detailed sales and margin information on a daily
basis, updates InterTAN's customer database and provides improved financial
controls, as well as acting as a monitor of individual store performance. The
EPOS systems are also linked directly to a system used to automatically
replenish a store's stock as inventory is sold.
Suppliers
During fiscal year 1999, InterTAN Canada and InterTAN Australia acquired
approximately 22% of their inventory pursuant to a merchandise agreement with
Tandy and acquired the balance from numerous other manufacturers located in the
United States and in the countries in which InterTAN has operations. InterTAN
uses A&A as its exclusive purchasing agent and exporter in the Far East. See
"Merchandise, License and Advertising Agreements - Merchandise Agreement."
InterTAN purchased approximately $58,000,000 of products through Tandy in fiscal
year 1999, including purchases of approximately $9,000,000 by its former
subsidiary in the United Kingdom. Under its merchandise arrangements with
Tandy, InterTAN may purchase any private label products which Tandy has
available for sale in the United States in its then current RadioShack catalog,
or those products which may otherwise be reasonably available from Tandy or
through A&A. Through its ongoing relationship with Tandy, InterTAN is able to
take advantage of Tandy's sourcing strength to obtain products which management
believes generate gross margins which are higher than industry averages and
which offer enhanced customer value. While the Company from time to time enters
into exclusivity arrangements with certain suppliers (see "Business - Strategic
Alliances"), InterTAN is not materially dependent on any one supplier other than
Tandy. See "Merchandise, License and Advertising Agreements."
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Geographic Analysis
The principal geographic areas of operations for InterTAN are Canada and
Australia. InterTAN closed all company-operated outlets in continental Europe
during fiscal years 1993 and 1994 and sold its United Kingdom subsidiary during
fiscal year 1999. InterTAN has broader market coverage than most of its
competitors due to the large number of stores in each country in which it
operates. Market coverage is further enhanced by the Company's dealer networks.
During fiscal year 1999, the Company's Corporate Headquarters was relocated from
the United States to Canada.
A table appears in Note 14 to the Consolidated Financial Statements which
appears on page 63 of this Annual Report on Form 10-K which shows net sales,
depreciation and amortization, operating profit (loss), identifiable assets and
capital expenditures of the Company by geographic area for the three years ended
June 30, 1999. This table is incorporated herein by reference.
Canada.
As at June 30, 1999, InterTAN Canada operated a total of 451 RadioShack stores
in Canada. In addition, a network of dealers accounted for a further 330
retail locations. InterTAN Canada uses a form of contract management program,
similar to that used in Australia, in a small number of its company-operated
stores. See "Geographic Analysis - Australia". The Company also operated 45
Cantel Stores at June 30, 1999. See "Strategic Alliances".
The consumer electronics industry in Canada is highly competitive. The influx
of "big box" retailers into the Canadian market has added additional pressure to
an already competitive marketplace. However, management believes that InterTAN
Canada's range of products and service orientation differentiate the Company
from other consumer electronics retailers in Canada. The Company has also
established a market position in important growth categories, including
telephony and direct-to-home satellite systems.
InterTAN Canada's RadioShack stores are very similar to those operated by Tandy
in the United States. Because of its geographic proximity to the United States,
InterTAN Canada enjoys the benefit of name recognition, and advertising in
general, as many of Tandy's advertising programs penetrate the border through
media such as cable television and print media. The Company is the market
leader in Canada in the number of retail locations and offers the broadest
geographic coverage. InterTAN Canada also maintains a strong presence in
secondary retail markets through its dealer network.
Based on publicly available material, InterTAN believes that the largest
retailer in Canada in fiscal year 1999 (other than department stores) which had
a product line similar to, or competitive with, products offered for sale by
InterTAN Canada was Future Shop which operated through approximately 87
locations. Another significant competitor ceased operations during fiscal year
1999 and significant clearance activities were carried out.
InterTAN's other main competitors in Canada are department stores, computer and
business product specialty retailers, general retailers and other consumer
electronics retailers.
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Australia.
As at June 30, 1999, InterTAN Australia had 222 company-operated stores and 124
dealer stores. Of the 222 company-operated retail stores, 156 were operated
under "contract management" arrangements. Under the contract management
arrangement, the store manager is not employed by InterTAN Australia. InterTAN
Australia supplies the store inventory. The store manager is generally obliged
to build up a cash deposit to InterTAN Australia amounting to up to 50% of the
average stock value at the store. The gross profit attained by the store is
split between InterTAN Australia and the contract manager, who is responsible
for paying normal operating expenses such as labor and utility costs out of
his/her share of the gross profits. Out of its share of the gross profits,
InterTAN Australia is responsible for all occupancy related payments under the
relevant store lease and other fixed operating expenses. InterTAN Australia is
committed to providing warranty and service back-up, including advertising and
training. Management believes that the contract management program is
successful in improving margins and reducing costs by better aligning Company
and contract managers profit goals.
Management believes that InterTAN's primary competitors in Australia are Dick
Smith and Harvey Norman which, based on recently available public information,
have approximately 99 and 92 stores, respectively. Dick Smith also operates
through a dealer network of approximately 48 stores. Other competitors in
Australia include department stores and a big box chain specializing in
business-related products. Competition in australia also includes independently
owned electronics retailers organized into large buying groups, such as Betta
and Retravision, each having several hundred members.
Strategic Alliances
InterTAN has the largest number of sales outlets among consumer electronics
retailers in both Canada and Australia. The Company has over 25 years of retail
experience in each of its markets and is known for its knowledgeable and
friendly sales associates. Management believes that there are opportunities to
leverage on this strength by forming strategic alliances with other businesses
which are also leaders in their respective fields.
An example of such an alliance is the retail association between RadioShack
Canada and Cantel. At June 30, 1999 the Company operated 45 Cantel Stores in
major malls across Canada. These stores predominantly carry Cantel's cellular
communications products and accessories. Additionally, most of RadioShack
Canada's 451 company-operated stores exclusively feature Cantel wireless
communications products and services. Cantel funded the fixturing of "Cantel
Express" sections in those stores for the exclusive offering of Cantel cellular
products (including digital), paging and other services. This relationship
aligns the Company's consumer electronics retail expertise with Cantel's
technological strength. During fiscal year 1999, the Company tested a "store-
in-store" concept with the Hudson's Bay Company (the "Bay"), Canada's largest
department store. Under this concept, the Company operated, on a test basis,
the consumer electronics department in selected locations in certain of the
Bay's retail formats. Some aspects of this relationship proved to be mutually
beneficial. The Company presently operates in one of the Bay's prominent stores
in Toronto. Additional locations are under negotiation. During fiscal year
1999, the Company also tested a store-in-store concept with Panasonic. This
test was carried out in 20 of the Company's Canadian stores and featured
Panasonic displays with a deeper than typical product assortment. This test was
highly successful and will be expanded to a total of 200 Canadian stores in time
for the 1999 holiday season. The Company also recently announced alliances with
five of Canada's premier cable providers, Rogers Communications, Cogeco Cable
Systems Inc., Le Groupe Videotron Ltee., Videon CableSystems Inc. and Shaw
Communications Inc. These alliances will make internet connectivity through high
speed cable modem available in the Company's stores.
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In Australia, the Company has entered into an arrangement with Optus
Communications Pty Limited ("Optus") to offer its cellular products exclusively
in Tandy Electronics' 222 company-operated stores. As a part of this
arrangement, the Company receives training programs, marketing support and a
share of future air time revenues. Optus also funded the construction of
display cabinets for its cellular products in most of the Company's Australian
stores. In addition, new products and end services to be released by Optus,
such as fiber optic television cable services and video communication, should
become marketable in the future. The Company recently announced an alliance
with Telstra Corporation Limited, one of the largest operators of high speed
Internet service in Australia, to make access to its service available in the
Company's stores. The Company has also formed a relationship in Australia with
Sony, Kodak and Panasonic. Under these alliances, the Company will feature a
significant product assortment highlighted by enhanced graphical store-in-store
representations for these key brands.
The Company will continue to pursue additional alliance opportunities, to the
extent practical, in other areas of its business in both Canada and Australia.
Merchandise, License and Advertising Agreements
Merchandise Agreement.
The Company and Tandy are parties to a Merchandise Agreement which requires the
Company to use A&A as its exclusive purchasing agent for products from the Far
East during the term thereof. Consequently, the Company must pay A&A an annual
purchasing agent/exporter fee. Management expects that for fiscal year 2000 and
future periods this fee will be set at $710,000 and will increase pro-rata if
sales exceed $400,000,000 and will be reduced by certain credits the Company
earns by purchasing products from A&A.
The terms of the various commissions and fees payable by InterTAN to Tandy under
the Merchandise Agreement are to be reviewed by the parties during the six-month
periods ending June 30, 2000 and June 30, 2005. In the event that satisfactory
agreement regarding such terms is not reached, following such reviews, the
Merchandise Agreement may be canceled by either party following 180 days' prior
written notice.
License Agreements.
The Company has license agreements with Tandy which permit InterTAN to use the
"RadioShack" trade name in Canada and the "Tandy Electronics" trade name in
Australia and New Zealand. The expiry dates of these license agreements are June
30, 2009, with automatic annual extensions to June 30, 2010. The license
agreements may be terminated with five years' prior written notice by either
party. Each of the license agreements also provides for a license to use
certain of Tandy's trademarks. In addition, InterTAN has the right to sub-
license to its dealers. In consideration for these rights, the Company is
obliged to pay a sales-based royalty, which in fiscal year 1999 reached its
maximum level of up to 1% of consolidated sales. Both the Merchandise Agreement
and the license agreements may be revoked by Tandy in the event of a change in
control of InterTAN or a breach of the terms of these agreements.
The rights to use the trade names licensed by Tandy are currently, and in
varying degrees (depending on the country of business), an integral part of
InterTAN's marketing strategy. The loss of the licenses would have a material
adverse impact on the business of InterTAN.
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Advertising Agreement.
Pursuant to an advertising agreement with Tandy, the Company is entitled to the
limited use of certain marketing materials, research and marks developed by or
for Tandy since January 1, 1994, including the service marks "The Repair Shop at
RadioShack", "RadioShack Unlimited" and "You've got questions. We've got
answers." The right to use any marks covered by the agreement are vested in the
Company by being added to the license agreements described above. The fee paid
to Tandy under this agreement for calendar year 1999 has been set at $125,000.
Seasonality
Like other retailers, InterTAN's business is seasonal, with sales peaking in the
November - December Christmas selling season. Cash flow requirements are also
seasonal since inventories build prior to the Christmas selling season.
Significant inventory growth for all operations typically begins to build in
late summer and peaks in mid November.
Competition
InterTAN is a specialty consumer electronics retailer. Products substantially
similar to many of those sold through InterTAN's retail outlets are sold by many
other retail stores, including department and discount stores, consumer
electronics chains and computer outlets. See "Geographic Analysis." Some of
these competitors have greater resources, financial or otherwise, than InterTAN.
Factors That Could Affect Future Performance
This report contains certain forward-looking statements about the business and
financial condition of InterTAN, including various statements contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" below. The forward-looking statements are reasonably based on
assumptions regarding future events which are subject to important risk factors.
Accordingly, actual results may vary significantly from those expressed in the
forward-looking statements, and the inclusion of such statements should not be
regarded as a representation by the Company or any other person that the
anticipated results expressed therein will be achieved. The following
information sets forth certain factors that could cause the actual results to
differ materially from those contained in the forward-looking statements.
Reliance on Tandy Relationship.
Tandy, including certain of its affiliates, is the Company's principal supplier
and is the licensor of the Company's principal trade names and marks.
Maintaining its contractual relationships, particularly the supply and license
arrangements, with Tandy is critical to the Company. The loss of such
relationships with Tandy would have a material adverse effect on the Company.
See "Business - Suppliers", "- Merchandise, License and Advertising Agreements"
and Note 4 to the Consolidated Financial Statements.
Quarterly Variations; Seasonality.
The Company's quarterly results of operations may fluctuate significantly as the
result of the timing of the opening of, and the amount of net sales contributed
by, new stores and the timing of costs associated with the selection, leasing,
construction and opening of new stores, as well as seasonal factors, product
introductions and changes in product mix. In addition, sales can be affected as
a result of store closures. The Company's business is seasonal, with sales and
earnings being relatively lower during the fiscal quarters other than the second
fiscal quarter which includes the Christmas selling season. Adverse business
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and economic conditions during this period may adversely affect results of
operations. In addition, excluding the effects of new store openings, the
Company's inventories and related short-term financing needs are seasonal, with
the greatest requirements occurring during its second fiscal quarter. The
Company's financial results for a particular quarter may not be indicative of
results for an entire year and the Company's revenues and/or expenses will vary
from quarter to quarter. The Company's operating results may also be affected
by changes in global economic conditions in the markets where its stores are
located, as well as by weather and other natural conditions. See "Business -
Seasonality" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
Competition.
The retailing industry in which the Company operates is highly competitive.
Products substantially similar to those sold through the Company's retail
outlets are sold by many other retail stores, including department and discount
stores, consumer electronics chains, cellular specialists and computer outlets.
The nature and extent of competition differs from store to store and also from
product line to product line. Certain of the Company's competitors are larger,
have a higher degree of market recognition and have greater resources, financial
or otherwise, than the Company.
The Company believes that the major competitive factors in its businesses
include customer service, store location and number of stores, product
availability and selection, price, technical support, and marketing and sales
capabilities. The Company's utilization of trained personnel and the ability to
use national and local advertising media in each country in which it operates
are important to the Company's ability to compete in its businesses. Given the
highly competitive nature of the retail industry, no assurances can be given
that the Company will continue to compete successfully with respect to the
above-referenced factors. See "Business - Geographic Analysis."
Product Supply.
The Company's merchandise strategy places heavy emphasis on private label
products. These products are typically sourced for the Company in the Far East
and manufactured to the Company's order and specification. Consequently,
private label products require larger minimum order quantities and longer lead
times than nationally branded product which is generally available locally on
reasonably short notice. There can be no assurance that the Company will be
able to arrange for the production of private label goods to the level required
to meet its merchandising and profit objectives. The private label goods being
sourced by the Company in the Far East are also typically purchased by Tandy and
are, therefore, manufactured to North American standards. These products are,
with minor, and in many cases, no modifications, suitable for sale in Canada.
However, the Company's Australian operation requires products using voltage and
other specifications which differ from North American standards. There can be
no assurance that vendors will agree to manufacture products to these
specifications in quantities that are affordable to the Company. Delays in the
timing of arrival of goods from the Far East could also have an adverse impact
on the Company's business, particularly delays during the Christmas selling
season. See "Business - Products and Distribution" and "- Suppliers"
Dependence on Product Development.
The Company's operating results are, and will continue to be, subject in part to
the introduction and acceptance of new products in the consumer electronics
industry. Fluctuations in consumer demand, which could be caused by lack of
successful product development, delays in product introductions, product related
difficulties or lack of consumer acceptance, could adversely affect the growth
rate of sales of products and services and could adversely affect the Company's
operating results. The Company's operating results are also affected by its
ability to anticipate and quickly respond to the changes taking place in its
markets as
12
<PAGE>
consumers' needs, interests and preferences alter with time. There can be no
assurance that the Company will be successful in this regard. See "Business -
Products and Distribution" and " - Strategic Alliances."
Offering Additional Products and Services.
The Company's strategy, particularly through certain of its strategic alliances,
includes offering direct-to-home satellite and additional communications
products and services, which may include, among others, paging, cable
television, home security monitoring and communication, cellular phone service,
local and long-distance phone service, and Internet access. Entry into new
markets entails risks associated with the state of development of the market,
intense competition from companies already operating in those markets, potential
competition from companies that may have greater financial resources and
experience than the Company, regulatory changes ,and increased selling and
marketing expenses. There can be no assurance that the Company's products or
services will receive market acceptance in a timely manner, or at all, or that
prices and demand in new markets will be at a level sufficient to provide
profitable operations. See "Business - Products and Distribution" and "-
Strategic Alliances."
Reliance on Store Locations.
The Company's success is dependent in part upon its ability to open and operate
new stores on a profitable basis and to increase sales at existing stores. The
Company's performance is also dependent to a significant degree upon its ability
to hire, train and integrate qualified employees into its operations. The
Company plans to open approximately 25 new stores in Canada and Australia in
fiscal year 2000. There can be no assurances that the Company will be able to
locate and obtain favorable store sites to meet its goals, attract and retain
competent personnel, open new stores on a timely and cost-efficient basis or
operate the new and existing stores on a profitable basis. The Company plans to
open new stores in existing markets, which may result in the diversion of sales
from existing stores and thus some reduction in comparable store sales. See
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Net Sales and Operating Revenues."
Need for Additional Financing.
The Company requires substantial capital to fund its inventory purchases and
store openings and renovations. The Company's ability to grow sales and the
future of its operations may be affected by the availability of financing and
the terms thereof. There can be no assurance that the Company will have access
to the financing necessary to meet its sales growth plans or that such financing
will be available to the Company on favorable terms. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."
Possible Income Tax Reassessments.
The Company has been in discussion with Revenue Canada regarding several issues
for a number of years. While many of these issues were settled during fiscal
year 1999, certain others remain outstanding. In addition, audits of the
Canadian subsidiaries tax returns for 1994 to 1996 and of the Company's United
States returns for 1990 to 1994 are currently being carried out by the Canadian
and United States tax authorities. Depending on the level of reassessments
which may be received, the Company may need to seek additional financing to pay
such reassessments or post deposits necessary to pursue its rights of appeal.
There can be no assurance that such additional financing would be available.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Income Taxes" and "- Liquidity and Capital Resources."
13
<PAGE>
Management Information Systems.
The Company's success is dependent to a significant degree upon the accuracy and
proper utilization of its management information systems. For example, the
Company's ability to manage its inventories, accounts receivable, accounts
payable and to price its products appropriately, depends upon the quality and
utilization of the information generated by its management information systems.
In addition, the success of the Company's operations is dependent to a
significant degree upon its management information systems. The failure of the
Company's management information systems to adapt to business needs resulting
from, among other things, expansion of its store base and the further
development of its various businesses, could have a material adverse effect on
the Company. See "Business - Management Information Systems."
Year 2000.
The Company depends upon its computer systems, as well as those of various
vendors and service providers, for its day-to-day operations. Inadequate
remediation of the Year 2000 problem by the Company or its vendors, service
providers and others with whom they interact could have an adverse effect on the
Company's operations. The Company has in each country of operation assembled a
management team to take steps to address Year 2000 issues with respect to its
own computers and systems and to obtain satisfactory assurances that comparable
steps are taken by the Company's major service providers and vendors. In light
of the remediation efforts currently being undertaken, the Company does not
anticipate a material adverse impact on its business or operations. However,
there can be no assurances that the remediation plan will be sufficient and
timely or that interaction with other noncomplying computer systems will not
have a material adverse effect on the Company's business, operations or
financial conditions. The Company currently estimates that the total cost to
resolve its Year 2000 issues will not exceed $1,500,000; however, there can be
no assurance that the actual cost incurred will not be higher than this
estimate. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Year 2000 Issues".
Volatility of Stock Price.
The price of the Common Stock may be subject to significant fluctuations in
response to the Company's operating results, developments in the consumer
electronics industry, general market movements, economic conditions, and other
factors. For example, announcements of fluctuations in the Company's, its
vendors' or its competitors' operating results, and market conditions for growth
stocks or retail industry stocks in general, could have a significant impact on
the price of the Common Stock. In addition, the U.S. stock market in recent
years has experienced price and volume fluctuations in general that may have
been unrelated or disproportionate to the operating performance of individual
companies. These fluctuations, as well as general economic and market
conditions, may adversely affect the market price of the Common Stock and the
ability of the Company to access the capital markets, if necessary, to finance
its future operations. See "Market for the Registrant's Common Equity and
Related Stockholder Matters" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."
Currency Fluctuation and Global Economic Risks.
The Company's financial results are reported in U.S. Dollars. Due to the
structure of the Company's operations, possible periodic fluctuation of local
currencies against the U.S. dollar will have an impact on the Company's
financial results. The Company's subsidiaries conduct business in foreign
currencies; accordingly, depreciation in the value of those currencies against
the U.S. dollar reduces earnings as reported by the Company in its financial
statements. The Company's Canadian and Australian subsidiaries
14
<PAGE>
purchased approximately 22% of their inventory through Tandy in fiscal 1999.
These purchases were all made in U.S. dollars and the products purchased were
sold in Canada and Australia in local currencies. Accordingly, exchange rate
fluctuations could have a significant effect on the Company's gross margins. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations."
Currency exchange rates may fluctuate significantly over short periods of time.
Such rates generally are determined by the forces of supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries, actual or perceived changes in interest rates, and other complex
factors, as seen from an international perspective. Currency exchange rates
also can be affected unpredictably by intervention by U.S. or foreign
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or abroad.
Furthermore, due to the nature of the Company's operations, the operating
results of the Company may, from time to time, be generally affected by global
economic and political conditions and such conditions in each particular country
in which the Company operates.
Item 2. PROPERTIES.
InterTAN owns two facilities consisting of a 412,000 square-foot building (owned
by InterTAN Canada) containing office and warehouse space in Barrie, Ontario,
Canada, where the headquarters of InterTAN Canada are located, and two buildings
aggregating 152,000 square-feet (owned by InterTAN Australia) containing office
and warehouse space in Mount Druitt, New South Wales, Australia, where the
headquarters of InterTAN Australia are located.
InterTAN's head office is located in a leased 5,600 square-foot facility near
Toronto, Ontario, Canada. With the exception of a retail store being located in
each of InterTAN's company-owned properties discussed above, InterTAN's
retailing operations are primarily conducted in leased facilities. The average
store size is between 1,200 and 1,800 square feet.
Additional information on the Company's properties is found in "Management's
Discussion and Analysis of Results of Operations and Financial Condition" and in
the "Notes to Consolidated Financial Statements" and is incorporated herein by
reference. The following items are discussed further in the referenced pages of
this Form 10-K.
Pages
-----
Rent Expense 29
Retail Square Feet 17
Sales Outlets 23
15
<PAGE>
Item 3. LEGAL PROCEEDINGS.
With the exception of the matters discussed in Notes 2 and 8 of the "Notes to
Consolidated Financial Statements" on pages 49 and 54, respectively, of this
Form 10-K, such Notes being incorporated herein by reference, there are no
material pending legal proceedings, other than ordinary routine litigation
incidental to InterTAN's business, to which InterTAN or any of its subsidiaries
is a party or to which any of their property is subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The principal United States market in which InterTAN's common stock trades is
the New York Stock Exchange. The common stock also trades in Canada on the
Toronto Stock Exchange.
The high and low closing sales prices (in U.S. dollars), as reported by the New
York Stock Exchange, of InterTAN's common stock for each full quarterly period
within the two most recent fiscal years are set out below:
Quarter Ended High Low
------------- ---- ---
June, 1999 $20 $9/1/4
March, 1999 10/1/4/ 6/1/16/
December, 1998 6/11/16/ 3/9/16/
September, 1998 6 3/9/16/
June, 1998 7/5/8/ 5
March, 1998 5/5/8/ 4/3/4/
December, 1997 5/15/16/ 5
September, 1997 5/3/4/ 3/5/8/
As of September 20, 1999, there were approximately 10,334 recordholders of
InterTAN's common stock.
InterTAN has never declared cash dividends. Based upon InterTAN's long-term
growth opportunities, in the opinion of management, the stockholders are best
served by InterTAN pursuing a strategy of reinvesting all profits. Further,
InterTAN is currently precluded from paying dividends under its current banking
agreements.
16
<PAGE>
Item 6. SELECTED FINANCIAL DATA.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
(In thousands, except percent, per share data, Year ended June 30
number of sales outlets and number of employees) 1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Results:
Net sales $500,050 $541,374 $519,318 $506,445 $491,751
Gross profit percent 43.8 43.1 44.8 44.3 43.2
Operating income (loss) 3,014/1/ 2,360/2/ (3,801)/4/ 11,629 13,861/5/
Net income (loss) (24,645)/1/ (12,773)/2/ (16,609)/4/ (2,241) 8,123/5/
Basic net income (loss) per average common share (1.76) (1.05) (1.45) (0.21) 0.82
Diluted net income (loss) per average common share (1.76) (1.05) (1.45) (0.21) 0.65
....................................................................................................................................
Financial Position at Year End:
Total assets 198,315 223,547 254,307 261,633 262,039
Net working capital 92,958 103,701 138,532 145,471 157,582
Long-term debt - 38,706 57,558 64,730 83,555
Stockholders' equity 110,760 85,990 106,234 119,512 113,326
...................................................................................................................................
Other Information at Year End:
Market capitalization 397,104 67,048 43,783 64,242 76,446
Number of sales outlets 1,127/3/ 1,517/3/ 1,683 1,780 1,839
Retail square feet (company-operated stores) 1,071 1,354 1,479 1,424 1,468
Number of employees 3,155 4,105 4,366 4,343 4,217
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Fiscal year 1999 includes the sales and operating results of the Company's
former subsidiary in the United Kingdom for the first six months of the
year as well as a loss on the disposal of this subsidiary of $35,088,000.
Eliminating the results of this subsidiary would increase operating income
and reduce the net loss by $31,723,000 and $32,641,000, respectively.
/2/ Fiscal year 1998 includes a provision for business restructuring in the
United Kingdom of $12,712,000. In addition, inventory writedowns of
$2,325,000 were charged directly to gross profit.
/3/ In fiscal 1999, the decline in the number of sales outlets is due to the
disposal of the Company's former subsidiary in the United Kingdom. In
fiscal 1998, the decline was due primarily to the closure of stores under
the United Kingdom restructuring plan and the planned reduction in the
number of low volume dealers in all countries. The latter also affected the
number of outlets in fiscal 1997.
/4/ Fiscal year 1997 includes an asset impairment charge of $10,042,000 in the
United Kingdom.
/5/ Fiscal year 1995 includes a credit of $1,600,000 related to business
restructuring of the Company's former operations in continental Europe.
17
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Introductory Note Regarding Forward-Looking Information
With the exception of historical information, the matters discussed herein are
forward-looking statements about the business, financial condition and prospects
of InterTAN, Inc. (the "Company" or "InterTAN"). The actual results of the
Company could differ materially from those indicated by the forward-looking
statements because of various risks and uncertainties including, but not limited
to, international economic conditions, interest and foreign exchange rate
fluctuations, various tax issues, including possible reassessments, changes in
product demand, competitive products and pricing, availability of products,
inventory risks due to shifts in market conditions, dependence on manufacturers'
product development, the regulatory and trade environment, real estate market
fluctuations, certain aspects of Year 2000 compliance and other risks indicated
in the Company's previous filings with the Securities and Exchange Commission.
These risks and uncertainties are beyond the ability of the Company to control,
and in many cases the Company cannot predict the risks and uncertainties that
could cause its actual results to differ materially from those indicated by the
forward-looking statements
Results of Operations
InterTAN is engaged in the sale of consumer electronics products primarily
through company-operated retail stores and dealer outlets in Canada and
Australia. The Company's retail operations are conducted through two wholly-
owned subsidiaries: InterTAN Australia Ltd., which operates in Australia under
the trade name "Tandy Electronics"; and InterTAN Canada Ltd., which operates in
Canada under the trade name "RadioShack". The Company previously also had retail
and dealer outlets in the United Kingdom. These operations were conducted
through a wholly-owned subsidiary, InterTAN U.K. Limited, which operated under
the "Tandy" name. Effective January, 1999, the Company's subsidiary in the
United Kingdom was sold. See "Loss on Sale of United Kingdom Subsidiary and
Other Restructuring Charges". All of these trade names are used under license
from Tandy Corporation ("Tandy"). In addition, the Company has entered into an
agreement in Canada with Rogers Cantel Inc. ("Cantel") to operate
telecommunications stores ("Cantel stores") on its behalf. At June 30, 1999, 45
Cantel stores were in operation.
Effective July 1, 1998, the Company adopted Financial Accounting Standards No.
131, "Disclosure about Segments of an Enterprise and Related Information" ("FAS
131"). All references to "Canada" or "RadioShack Canada", "Australia" or "Tandy
Electronics Australia", the "United Kingdom" or "Tandy U.K." or "Corporate
Headquarters" refer to the Company's segments, unless otherwise noted. The
RadioShack Canada segment includes the results of the Cantel stores described
above.
Overview
There were a number of special factors and charges in both the current and the
prior year that significantly impacted the Company's results of operations and
affected the comparability of the reported results. As previously discussed, in
January 1999 the Company sold its under-performing
18
<PAGE>
subsidiary, InterTAN U.K. Limited, and recorded a loss of $35,088,000. See "Loss
on Sale of Former United Kingdom Subsidiary and Other Restructuring Charges."
Also in the current year, the Company settled one of its long-standing disputes
with the Canadian tax authorities and recorded a related tax charge of
$8,039,000. See "Income Taxes."
In fiscal year 1998, the Company announced its plan to close 69 stores in the
United Kingdom and recorded a charge of $12,712,000 plus another $2,325,000 in
related inventory write downs. See "Loss on Sale of Former United Kingdom
Subsidiary and Other Restructuring Charges." In fiscal year 1997, the Company
recorded an asset impairment charge of $10,042,000 to write down its investment
in store assets in the United Kingdom to fair market value.
The tables below reflect the Company's sales, net income (loss), and net income
(loss) per share for fiscal years 1999, 1998, and 1997, adjusted to eliminate
the following: sales and results of InterTAN UK Limited, including the charge
relating to the closure of 69 stores in fiscal 1998 and the asset impairment
charge in fiscal 1997; the loss on sale of InterTAN UK Limited; and the special
tax charge relating to the dispute settled with the Canadian tax authorities.
19
<PAGE>
<TABLE>
<CAPTION>
Year ended June 30
1999 1998 1997
<S> <C> <C> <C>
Net sales and operating revenues as reported $ 500,050 $ 541,374 $ 519,318
Less sales of former United Kingdom subsidiary (97,141) (172,528) (164,783)
------------ ------------ -------------
Net sales and operating revenues as adjusted $ 402,909 $ 368,846 $ 354,535
============ ============ =============
Net loss as reported $ (24,645) $ (12,773) $ (16,609)
Loss on sale of former United
Kingdom subsidiary and
other restructuring charges 35,088 12,712 -
Net (income) loss of former
United Kingdom subsidiary
before restructuring charges (2,447) 10,036/1/ 23,740/2/
Special provision for income taxes 8,039 - -
------------ ------------ -------------
Net income as adjusted $ 16,035 $ 9,975 $ 7,131
============ ============ =============
Basic and diluted net loss per
average common share as reported $ (1.76) $ (1.05) $ (1.45)
============ ============ =============
Basic net income per
average common share as adjusted $ 1.14 $ 0.82 $ 0.62
============ ============ =============
Diluted net income per
average common share as adjusted $ 0.96 $ 0.67 $ 0.62
============ ============ =============
</TABLE>
(1) Includes inventory writedowns of $2,325,000 associated with the
restructuring charge.
(2) Includes an asset impairment charge of $10,042,000.
20
<PAGE>
Loss on Sale of United Kingdom Subsidiary and Other Restructuring Charges
For some time, the Company had been considering a variety of plans and had
undertaken a number of initiatives intended to improve operating results in the
United Kingdom, including a restructuring plan to close 69 under-performing
stores implemented in the third quarter of fiscal year 1998.
While this restructuring plan, together with other initiatives taken in the
United Kingdom, were contributing to improved operating results in that country,
an overall loss for fiscal year 1999 was still anticipated. The additional cash
injection needed in the United Kingdom to sustain and accelerate the pace of
recovery could only have come from diverting cash otherwise needed in the
Company's profitable Canadian and Australian subsidiaries. Consequently,
management explored the possibility of finding a suitable business partner or
buyer for its United Kingdom subsidiary. During fiscal year 1999 the Company's
Board of Directors approved a plan to sell the Company's investment in InterTAN
U.K. Limited for proceeds of $2,582,000, net of estimated selling costs and the
Company recorded a loss of $35,088,000. The sale included all assets,
liabilities and other obligations of the United Kingdom subsidiary, including
approximately $11,600,000 of bank debt outstanding under InterTAN U.K. Limited's
portion of the Company's syndicated loan agreement which was repaid by the
purchaser at closing. Coincident with the sale, the Company's syndicated loan
facility was reduced from $75,000,000 to $50,000,000. See Segment Reporting
Disclosures, for revenue and operating income (loss) associated with InterTAN
U.K. Limited.
In addition, the purchaser assumed the rights to claim tax loss carryforwards
and other deferred tax deductions having a potential tax benefit of
approximately $30,000,000. To the extent the purchaser is able to utilize all or
a portion of these loss carryforwards and other deferred tax deductions, the
Company is entitled to cash payments equal to 30% of the tax savings realized by
the purchaser (a maximum of approximately $9,000,000). The Company will
recognize such proceeds, if any, as received.
Also under the terms of the sale agreement, the Company has indemnified the
purchaser for certain contingencies, primarily relating to real estate matters
associated with store leases and working capital adjustments. In addition, the
Company remains contingently liable as guarantor of certain leases of InterTAN
U.K. Limited. At the time of the sale, the lease obligation assumed by the
purchaser and guaranteed by the Company was approximately $32,000,000 and the
average remaining life of such leases was approximately 6 years. If the
purchaser were to default on the lease obligations, management believes the
Company could reduce the exposure through assignment, subletting and other
means. The Company has obtained an indemnity from the purchaser for
approximately $13,000,000 which is management's best estimate of the Company's
exposure, if any, under these guarantees. The amount of this indemnity declines
over time as the Company's risk diminishes. Costs, if any, resulting from these
contingencies will be recorded as incurred, or become probable and estimable.
As part of the Company's ongoing efforts to improve the financial performance of
its United Kingdom operation, in January 1998 a plan to close 69 consistently
under-performing stores was approved. In connection with this restructuring
plan, a provision of $12,712,000 was recorded during the third quarter of fiscal
year 1998, reflecting lease disposal costs, severance costs and other closure
costs, including fixture removal and contract termination costs.
21
<PAGE>
Segment Reporting Disclosures
The Company's business is managed along geographic lines. All references to
"Canada", "Australia", "the United Kingdom" and "Corporate Headquarters" refer
to the Company's reportable segments, unless otherwise noted. Transactions
between operating segments are not common and are not material to the segment
information.
Summarized in the table below are the net sales and operating revenues,
operating income (loss), and assets for the Company's reportable segments for
the fiscal year ended June 30, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
Year Ended June 30
(in thousands) 1999 1998 1997
<S> <C> <C> <C>
Net sales and operating revenues:
Canada $297,314 $270,675 $251,907
Australia 105,595 98,171 102,628
United Kingdom 97,141 172,528 164,783
---------------------------------------
$500,050 $541,374 $519,318
=======================================
Operating income (loss):
Canada $ 34,046 $ 23,233 $ 18,826
Australia 7,139 5,710 4,721
United Kingdom (31,723) /1/ (21,804) /2/ (23,147) /3/
Corporate Headquarters expenses (6,448) (4,779) (4,201)
---------------------------------------
Operating income (loss) 3,014 2,360 (3,801)
Foreign currency transaction gains (331) (761) (610)
Interest expense, net 3,280 5,464 6,663
---------------------------------------
Income (loss) before income tax $ 65 $ (2,343) $ (9,854)
=======================================
Assets:
Canada $136,703 $111,496 $123,244
Australia 53,787 45,675 51,640
United Kingdom - /1/ 64,246 69,959
Corporate Headquarters 7,825 2,130 9,464
--------------------------------------
$198,315 $223,547 $254,307
======================================
</TABLE>
/1/ The Company sold its United Kingdom subsidiary in January 1999 and
recognized a loss of $35,088,000. Accordingly, the Company's 1999 operating
results in the United Kingdom reflect only six months of operation and the
loss on sale.
/2/ Reflects a charge of $12,712,000 associated with the closure of 69
unprofitable stores.
/3/ Includes an asset impairment charge of $10,042,000.
22
<PAGE>
Sales Outlets
The geographic distribution of the Company's sales outlets is summarized in the
following table:
Year ended June 30
1999 1998 1997
- -------------------------------------------------------------------
Canada
Company-operated 451* 456* 452*
Dealer 330 340 401
- -------------------------------------------------------------------
781 796 853
- -------------------------------------------------------------------
Australia
Company-operated 222 217 215
Dealer 124 125 144
- -------------------------------------------------------------------
346 342 359
- -------------------------------------------------------------------
United Kingdom
Company-operated - 271 341
Dealer - 108 130
- -------------------------------------------------------------------
- 379 471
- -------------------------------------------------------------------
Total
Company-operated 673 944 1,008
Dealer 454 573 675
- -------------------------------------------------------------------
1,127 1,517 1,683
- -------------------------------------------------------------------
* In addition, the Company operated 45, 54 and 56 stores on behalf of Rogers
Cantel Inc. during fiscal years 1999, 1998 and 1997, respectively.
The dealers included in the preceding table are independent retail businesses
which operate under their own trade names but are permitted, under dealer
agreements, to purchase any of the products sold by InterTAN company stores. The
dealer agreements contain a license permitting the dealer to designate the
consumer electronics department of the dealer's business as a "RadioShack
Dealer" or a "Tandy Electronics Dealer," as applicable. Sales to dealers
accounted for approximately 11% of sales in Canada and Australia during fiscal
year 1999. In fiscal years 1998 and 1997, dealers sales accounted for
approximately 8% and 9%, respectively, of consolidated sales. The decrease in
the number of dealers in all three countries in fiscal year 1998 was primarily
attributable to programs designed to eliminate dealers that were not purchasing
product in sufficient quantities to make them
23
<PAGE>
profitable to the Company. The reduction in the number of dealers did not have a
material effect on sales in fiscal year 1999 or 1998. The Company intends to
continue to explore opportunities to expand its dealer base to produce sales
from communities too small to support company-operated stores.
The Company has entered into an agreement in Canada with Rogers Cantel Inc.
("Cantel") to operate telecommunications stores ("Cantel stores") on its behalf.
At June 30, 1999, 45 stores were in operation. Under the terms of this
agreement, Cantel leases the store and is responsible for fixed costs, including
rent and realty taxes. The Company recognizes revenue from the sale of product
from these locations and also receives an activation commission from Cantel. The
level of commission received is usually lower than for identical product sold
from the Company's own stores. Since these locations are not company-owned, they
are not included in the above table.
InterTAN's business is seasonal; sales peak in the November-December Christmas
selling season. The Company's cash flow requirements are also seasonal since
inventories build prior to the Christmas selling season. Significant inventory
growth for all operations typically begins to build in late summer and peaks in
November.
Profit and loss accounts, including sales, are translated from local currency
values to U.S. dollars at the monthly average exchange rates. The impact of
fluctuations of local country currencies against the U.S. dollar can be
significant. During fiscal year 1999, the U.S. dollar strengthened against the
Canadian and Australian dollars. As a result, the same local currency amounts
translate into fewer U.S. dollars as compared with the prior year. For example,
if local currency sales of the Australian operation in fiscal 1999 were equal to
those in fiscal 1998, the fiscal 1999 income statement would reflect a 7.4%
decrease in sales when reported in U.S. dollars.
The following table outlines the percentage change in the weighted average
exchange rates of the currencies of Canada, Australia and the United Kingdom
relative to the U.S. dollar as compared to the prior year:
Year ended June 30
1999 1998 1997
- --------------------------------------------
Canada (6.5) (3.7) (0.3)
Australia (7.4) (13.5) 3.5
United Kingdom 1.1/1/ 1.7 4.8
- --------------------------------------------
/1/ Represents the weighted average exchange rate for the first six months of
fiscal year 1999 compared to the same period in the prior year.
Net Sales and Operating Revenues
While net sales and operating revenues ("sales") declined in U.S. dollars during
fiscal year 1999 by $41,324,000, this reduction is more than attributable to the
sale of the Company's former subsidiary in the United Kingdom. When the sales of
that entity are removed from both years, the combined sales of the Canadian and
Australian segments showed an increase of $34,063,000 or 9.2% during fiscal year
1999. This sales comparison was significantly affected by foreign currency
fluctuations.
24
<PAGE>
The increase, measured at the same exchange rates, was 17.1%. The effect of new
stores on this growth was not material; the combined comparable-store sales
increase in Canada and Australia was 17.2%.
The following table illustrates the total percentage sales increase (decrease)
by segment area as measured in U.S. dollars and local currencies.
Sales Increase (Decrease)
U.S. dollars
Year ended June 30
(Percentage change) 1999 1998 1997
- --------------------------------------------------------------
Canada 9.8 7.5 1.0
Australia 7.6 (4.3) 9.3
United Kingdom (43.7)/1/ 4.7 1.0
- --------------------------------------------------------------
Local Currencies
Year ended June 30
1999 1998 1997
- --------------------------------------------------------------
Canada 17.5 11.6 1.3
Australia 16.1 10.4 5.6
United Kingdom (44.3)/1/ 3.0 (3.7)
- --------------------------------------------------------------
/1/ Results for the United Kingdom segment for fiscal year 1999 only include
sales for the first six months of the year.
25
<PAGE>
The following table illustrates comparative company-operated store sales
measured at comparable exchange rates.
Comparative Company-Operated Store Sales/1/
Year ended June 30
(Percentage change) 1999 1998 1997
- --------------------------------------------------------------
Canada 18.3 9.2 (1.8)
Australia 14.3 8.1 2.9
United Kingdom 13.3/2/ 8.9 (4.0)
- --------------------------------------------------------------
Consolidated 16.3/2/ 8.9 (1.6)
- --------------------------------------------------------------
/1/ Derived from the accumulation of each store's monthly sales in local
currency for those months in which it was open both in the current and
preceding year.
/2/ Includes results for the United Kingdom only for the first six months of the
year.
On a combined basis, comparable stores sales in Canada and Australia increased
by 17.2%. Sales in both countries were strong throughout the year with each
country posting a double-digit comparable stores sales gain each month of the
year. For fiscal year 1998, combined comparable-store sales in Canada and
Australia increased by 8.9%, while declining by 0.4% during fiscal year 1997.
Sales growth in Canada was broadly-based, with gains being experienced over a
wide range of product categories. Sales growth was most evident in the wireless
and computer categories, reflecting not only the emphasis placed on these
categories, but also strong consumer demand. In wireless, the performance of the
Cantel stores was a major contributor to growth, with those stores producing an
overall sales gain of over 25%, despite a reduction in the store count of over
15%. Direct-to-home satellite also played an important part in Canada's sales
growth for the year. Sales of these products, in Canada, continue to grow as
rural customers seek a wider range of channel selection, and urban customers
turn to an alternative to cable. The Company's focus on the telephone and
battery categories continues to deliver strongly on the sales line. In
audio/video, the Company tested a store-in-store display featuring Panasonic
products in selected stores. This test was very successful and the concept will
be rolled out to 200 Company-operated stores next year.
The growth in sales in Australia was also broadly-based, with increases
experienced in almost all product categories. Supported by a focused marketing
campaign, sales of computers were particularly strong. In the wireless category,
introduction of the prepaid cellular telephone into the Australian market has
resulted in sales growth, both of handsets and related airtime cards. Sales of
subscriber-based digital cellular have also been strong, as the government plans
to substantially shut down the analog system at the end of the year. Management
anticipates that this trend will continue at least through the end of the second
quarter of fiscal year 2000. In addition, the wireless infrastructure in
Australia is being built to accommodate new services. Sales gains in batteries
and
26
<PAGE>
telephones also contributed to overall sales growth in Australia. In an effort
to ensure that sales growth continues to be broadly-based, the Company has
entered into relationships with several nationally-branded vendors including
Panasonic, Kodak and Sony. Balanced graphic representations will characterize
these efforts. These relationships will make the latest in technology available
to the Company's customers.
Sales in the United Kingdom segment for the first six months of fiscal year 1999
decreased by 5.5% compared to the same period in fiscal year 1998. This
reduction was more than attributable to the closure of 69 unprofitable stores in
the third quarter of fiscal year 1998. Comparable-stores sales increased by
13.3%. However, unlike Canada and Australia, sales growth in the United Kingdom
was narrowly focused, with only wireless communications showing meaningful
improvement. The Company's subsidiary in the United Kingdom was sold in January
1999. See "Sale of United Kingdom Subsidiary and Other Restructuring Charges".
Comparative stores sales increased during fiscal year 1998 as a whole by 8.9%,
with increases being experienced in all four quarters. The Company's strategy
for building sales throughout fiscal year 1998 was to actively pursue the growth
opportunities presented by certain key categories with high consumer demand and
which fit the Company's market niche. Targeted product categories included
cellular, telephones and accessories, in particular cordless models, computers,
personal electronics and, in Canada, direct-to-home satellite systems. The
success of this strategy was particularly evident in Canada and Australia during
the second half of the year where these promotional efforts produced gains in a
wide range of product categories. In the United Kingdom, sales growth came
primarily from the sale of cellular products. In that market, the Company's
conveniently located chain of stores, together with its customer profile, proved
to be a major retail outlet for the newer prepaid airtime models. Sales efforts
also continued to focus on the important parts and accessories category in all
three of the Company's markets.
Sales in U.S. dollars increased by 2.5% in fiscal year 1997, over fiscal year
1996. During that year, the effects of a stronger Australian dollar and pound
sterling were partially offset by a weaker Canadian dollar. Measured at the same
exchange rates, sales increased by 0.4%. This increase was more than explained
by a net increase in the store count of three stores and by the opening of 56
Cantel stores in Canada. Comparative store sales declined by 1.6% during fiscal
year 1997. There were a number of factors contributing to this soft sales
performance. In Canada, there were indications of consumer resistance to the
pricing of computers. Wireless sales, for varying reasons, were also soft in all
three of the Company's markets.
Management does not believe that inflation had a material effect on the
comparability of sales during fiscal years 1999, 1998 or 1997. The Company, like
other companies in the industry, is subject to product price reductions as a
result of technological advances.
Gross Profit
Gross profit for fiscal year 1999 declined by $14,258,000 from the fiscal year
1998 level. This reduction was more than attributable to the sale of the United
Kingdom subsidiary. The Canadian and Australian segments combined to produce an
increase in gross profit measured in U.S. dollars of 8.0%. Measured at the same
exchange rates, gross profit increased by 15.8%.
27
<PAGE>
The following analysis summarizes the components of the change in gross profit
from the prior year (in thousands):
- -------------------------------------------------------------------------------
Higher sales in Canada and Australia $ 26,479
Lower gross margin percentage in Canada and Australia (2,093)
Foreign currency rate effects (11,056)
- --------------------------------------------------------------------------------
13,330
Effect of sale of United Kingdom subsidiary (27,588)
- --------------------------------------------------------------------------------
$(14,258)
- --------------------------------------------------------------------------------
The following table illustrates gross profit as a percentage of sales, by
segment area:
(As a percentage of sales) 1999 1998 1997
- -------------------------------------------------------------------
Canada 43.9 44.1 45.3
Australia 46.0 47.2 47.7
United Kingdom 41.2/1/ 39.2 42.1
- -------------------------------------------------------------------
Consolidated 43.8 43.1 44.8
- -------------------------------------------------------------------
/1/ Represents the gross margin percentage in the United kingdom for the first
six months of fiscal year 1999.
The combined gross margin percentages for Canada and Australia for fiscal years
1999, 1998 and 1997 were 44.5%, 44.9% and 46.0%, respectively.
Although sales growth in both Canada and Australia during fiscal year 1999 was
broadly-based, certain product categories, principally computers and wireless,
contributed a disproportionate amount of that growth. As these products carry
margins that are below the Company's average, this growth has tended to put
downward pressure on the gross margin percentage. It has been, and will continue
to be, management's policy to pursue opportunities for profitable sales growth -
i.e., growth which will yield gross profit dollars that exceed incremental
selling, general and administrative expenses. Management believes that a modest
reduction in the gross margin percentage will continue as customers continue to
demand these lower margin, but nevertheless profitable, products. In addition,
while these products initially carry below Company average margins, many offer
opportunities to generate after-sale revenues in the form of residuals, and
sales-based bonuses. Management believes these future income streams will
partially mitigate the margin decline. In addition, many of these products
present opportunities to sell related, and more profitable, parts and
accessories. An orderly transition is underway in Australia to raise the level
of nationally branded product in the assortment to a level that more closely
approximates the Canadian model. As this process evolves, some products will be
cleared from the assortment to make room for new products. Management expects
that this transition will be a factor in reduced margins in Australia in fiscal
year 2000. In the United
28
<PAGE>
Kingdom, the gross margin percentage for the six months ended December 31, 1998
was 41.2% compared with 41.7% for the comparable period last year. As previously
indicated, sales growth in the United Kingdom came substantially from wireless
communication products. These products, in particular the prepaid air time
models, carried margins well below the United Kingdom average.
The gross profit percentage for fiscal year 1998 declined by 1.7 percentage
points. As discussed under "Net Sales and Operating Revenues", the Company
experienced strong sales improvement during fiscal 1998 by aggressively pursuing
strategic growth opportunities. However, with the exception of batteries and
parts and accessories, the categories which presented sales growth potential
tended to carry less than the Company's average margins. This was true in
particular of cellular products in all three countries and direct-to-home
satellite systems in Canada. In addition, the write-down of inventories of
$2,325,000 associated with the store closure program in the United Kingdom
accounted for almost one-half of the decline in the gross margin percentage in
that country. See "Loss on Sales of United Kingdom Subsidiary and Other
Restructuring Charges".
During fiscal year 1997, the gross margin percentage increased by 50 basis
points to 44.8%. This improvement was reflective of a merchandising strategy
which placed greater emphasis on the Company's higher margin core categories,
including parts and accessories and private label goods. Growth in the sale of
extended warranty contracts and improved control over inventories were also
factors that contributed to this improvement.
Selling, General and Administrative Expenses
The following table provides a breakdown of selling, general and administrative
expense ("SG&A") expense by major category (in thousands):
SG&A Expense by Category
<TABLE>
<CAPTION>
1999 1998 1997
Dollars % of Sales Dollars % of Sales Dollars % of Sales
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Payroll $ 76,397 15.3 $ 87,622 16.2 $ 87,774 16.9
Advertising 20,753 4.2 24,770 4.6 27,792 5.4
Rent 31,457 6.3 42,028 7.8 43,578 8.4
Taxes (other than income taxes) 12,283 2.5 17,775 3.3 18,105 3.5
Telephone and utilities 5,220 1.0 6,855 1.3 7,333 1.4
Other 28,858 5.7 32,408 5.9 32,629 6.2
- --------------------------------------------------------------------------------------------------
$174,968 35.0 $211,458 39.1 $217,211 41.8
- --------------------------------------------------------------------------------------------------
</TABLE>
The reduction in SG&A expense in U.S. dollars during fiscal year 1999 is more
than explained by the sale of the United Kingdom subsidiary, which had the
effect of reducing SG&A expense by $39,589,000. SG&A expense in U.S. dollars in
Canada, Australia and at Corporate Headquarters increased by $3,098,000. This
comparison is influenced by the effect of weaker currencies in both Canada and
Australia. Measured at the same exchange rates, SG&A expense in these three
segments
29
<PAGE>
increased by $11,847,000 or 9.3%. This compares to combined increases of 17.1%
and 15.8% in sales and gross profit, respectively, in Canada and Australia, all
measured at the same exchange rates. The reduction in SG&A expense as a
percentage of sales during fiscal year 1999 was due the rate of sales growth as
well as the sale of the Company's United Kingdom subsidiary.
The following is a breakdown of the same-exchange-rate increase in SG&A expense
in Canada, Australia and the Corporate Headquarters during fiscal year 1999 over
the prior year (in thousands):
Payroll $ 6,867
Advertising 977
Rent 1,217
Taxes (other than income taxes) (320)
Telephone and utilities 32
Other 3,074
--------
$ 11,847
========
Payroll increased in both Canada and Australia in support of higher sales.
Increased payroll costs were also experienced in Canada, Australia and Corporate
Headquarters as a result of higher commissions, bonuses and other performance-
based compensation. As a percentage of sales the increase in payroll was less
than the increase in gross profit dollars. The increase in gross spending on
advertising in both Canada and Australia was substantially higher than
indicated, as significantly more vendor support was negotiated in both countries
than in the prior year. Net advertising expense in Canada and Australia declined
as a percentage of sales. Rent increased in both Canada and Australia, both as a
consequence of new store openings/relocations and regular rent reviews. The
increase in "other expense" is attributable to a number of factors including
increases in the royalty payable to Tandy in each of Canada and Australia, both
as a result of higher sales and the scheduled 0.25 percentage point increase in
the royalty rate. This royalty has now reached its maximum level of 1.0% of
sales. Costs associated with the relocation of the Corporate Headquarters to
Canada also contributed to the increase in "other" SG&A expense.
The following table illustrates SG&A as a percentage of sales, by geographic
segment area:
(As a percentage of sales) 1999 1998 1997
- -----------------------------------------------------------
Canada 31.0 33.8 35.9
Australia 38.3 40.5 42.1
United Kingdom 36.9/1/ 43.7 48.2
- -----------------------------------------------------------
/1/ Based on sales and SG&A expenses for the first six months of fiscal year
1999.
Foreign exchange rate effects more than explained the apparent reduction in SG&A
spending during fiscal year 1998. Measured at the same exchange rates, SG&A
expenses increased by approximately 0.8%. Spending increased in Canada and
Australia, primarily on sales-driven expenditures such as payroll. Increases in
the overall store count in both countries and the completion of the roll out of
the Cantel program in Canada also accounted for increases in rent. The scheduled
increase in the royalty
30
<PAGE>
payable to Tandy as well as higher sales contributed to the increase, with
increases being experienced in all three countries. The impact of these
increases in consolidated SG&A expense was partially offset by a reduction in
SG&A spending in the United Kingdom. Savings from the store closure program and
a planned reduction in advertising expense accounted for a significant portion
of the reduced SG&A expense in the United Kingdom.
During fiscal year 1997, SG&A expense increased by $11,517,000. Foreign exchange
rate effects and the scheduled increase in the Tandy royalty explained about
one-half of this increase. Sales growth in Australia, the roll out of the Cantel
program in Canada and advertising to increase brand awareness in Australia and
the United Kingdom also contributed to higher costs.
Depreciation and Amortization
Depreciation and amortization decreased by $1,043,000 during fiscal year 1999,
primarily as a result of the sale of the United Kingdom subsidiary and foreign
currency effects. In fiscal year 1998, depreciation and amortization decreased
by $2,250,000. This reduction primarily resulted from lower depreciation charges
in the United Kingdom following an asset impairment charge recorded in fiscal
year 1997 to write-down the store assets in that country to their estimated fair
value. See "Impairment of Long-Lived Assets". Depreciation and amortization
increased by $1,669,000 in fiscal year 1997. This increase was attributable to
an increase in the level of capital spending, primarily on new stores, store
renovations and enhanced management information systems.
Impairment of Long-Lived Assets
Because of the continued and higher than expected operating losses in the United
Kingdom in fiscal year 1997, the Company conducted an impairment evaluation of
its fixed assets in the United Kingdom. As a result of this evaluation, during
fiscal year 1997, the Company recognized a non-cash impairment charge of
$10,042,000 which represents the difference between the estimated market value
and the book value of the Company's investment in property and equipment in the
United Kingdom, primarily in its retail store locations, including lease
premiums, leasehold improvements and store fittings and fixtures. Estimated fair
market value was determined based upon estimated future discounted cash flows.
Foreign Currency Transaction (Gains)/Losses
Foreign currency transaction gains of $331,000, $761,000 and $610,000 arose
during fiscal years 1999, 1998 and 1997, respectively. These gains resulted from
a variety of factors, including the effect of fluctuating foreign currency
values on certain inter-company debt and trade payables denominated in
currencies other than the functional currency of the debtor. The Company's major
exposures to foreign currency risks were the Canadian dollar denominated
subordinated convertible debentures (the "Debentures") carried on the books of
the Company and the U.S. dollar denominated note due to Tandy which had been
recorded in the Canadian subsidiary. Historically, these two debts provided a
natural hedge, as the related foreign currency risks were largely offsetting.
Upon the repayment of the note due to Tandy in December, 1997, the Debentures
were designated as a hedge against the Company's net investment in its Canadian
subsidiary. Foreign exchange gains and losses on the Debentures are included in
other comprehensive income. As at June 30, 1999, all of the Debentures had been
converted to the Company's common stock. See "Earnings per Share".
31
<PAGE>
Net Interest Expense
Interest expense, net of interest income, was $3,280,000, $5,464,000 and
$6,663,000 for fiscal years 1999, 1998 and 1997, respectively. The reduction in
net interest expense during fiscal year 1999 results from a variety of factors
including the conversion of the Debentures at varying times during the year, the
repayment of a note payable to Tandy during fiscal year 1998, the benefits of
the Company's new revolving credit facility (See "Liquidity and Capital
Resources") and the assumption of United Kingdom bank debt by the purchaser of
that business (See "Sale of United Kingdom Subsidiary and Other Restructuring
Charges"). At June 30, 1999, the Company had no long-term debt. The Company
anticipates that interest income will approximate interest expense during fiscal
year 2000 as its only borrowings should be seasonal, relating to the build up of
inventories for the 1999 Christmas selling season. The benefits of the new
revolving credit agreement and the repayment of the note payable to Tandy also
contributed to lower interest expense in fiscal year 1998. In fiscal year 1997,
net interest expense declined modestly as the effects of scheduled repayments of
the note payable to Tandy were partially offset by an increase in short-term
borrowings in the United Kingdom.
Income Taxes
Historically, the Company's high effective income tax rate has been attributable
to a number of factors, including:
. losses in the United Kingdom and interest expense on the Debentures for which
no tax benefit was available;
. certain Corporate Headquarters expenditures which cannot be deducted by the
operating subsidiaries.
With the sale of the United Kingdom subsidiary and the repayment of the
Debentures, management expects that the effective tax rate will be reduced to
43% - 45% in fiscal year 2000.
The provision for taxes in fiscal year 1999 of $24,710,000 includes a provision
for Canadian and Australian taxes on the profits of the Company earned in those
countries. The fiscal year 1999 provision also included a charge of $8,039,000
related to the settlement of a dispute with the Canadian tax authorities
relating to the 1990 to 1993 taxation years which is discussed more fully below.
The provision for taxes in fiscal year 1998 of $10,430,000 primarily represents
a provision for Canadian federal and provincial and Australian taxes on the
profits of the Company earned in those countries. The provision for taxes in
fiscal years 1997 of $6,755,000 primarily represents a provision for Canadian
federal and provincial taxes on the profits of the Canadian subsidiary.
At June 30, 1999, the Company had deferred tax assets aggregating $13,062,000
against which a valuation allowance has been recorded in the amount of
$7,891,000, primarily relating to capital loss carryforwards from the sale of
the United Kingdom subsidiary and loss carryforwards in the United States. The
potential for future realization of the deferred tax assets will be reviewed on
a regular basis.
32
<PAGE>
An audit of the income tax returns of the Company's Canadian subsidiary for the
1990 to 1993 taxation years was commenced during the 1995 fiscal year. The
Company was advised that Revenue Canada was challenging certain interest
deductions relating to the Canadian subsidiary's former operations in
continental Europe and was proposing to tax certain foreign exchange gains
related to such operations. The Company previously estimated that it could
potentially have an additional liability of up to $21,000,000. In March 1999,
the Company and Revenue Canada agreed to a resolution of this matter which will
result in a liability to the Company of approximately $14,000,000 resulting in a
charge of $8,039,000 during the third quarter, reflecting a settlement which
exceeded management's expectations, but was substantially less than the maximum
exposure of $21,000,000.
The Company was advised in August, 1995 that Revenue Canada intended to extend
the scope of its 1987 to 1989 reassessments to raise certain issues flowing from
the spin-off of the Company from Tandy Corporation in fiscal year 1987. The
Company had previously disclosed that these issues represented a potential loss
in the range of $0 to $21,000,000. Management disagreed with Revenue Canada's
views on these issues and vigorously defended the Company's position. The
Company has been advised that Revenue Canada no longer intends to pursue these
matters and that no related assessment will be issued.
An audit of the income tax returns of the Canadian subsidiary for the 1987 to
1989 taxation years was completed during fiscal year 1994, resulting in
additional tax being levied against the Canadian subsidiary. The Company has
appealed these reassessments and, pending the outcome of these matters, the
Company, by Canadian law, was required to pay one-half of the tax in dispute.
The tax levied by Revenue Canada in reassessing those years was offset by
refunds arising from the carryback of losses incurred in subsequent years.
Depending on the ultimate resolution of these issues, the Company could
potentially have an additional liability in the range of $0 to $11,700,000. The
Company believes it has meritorious arguments in defense of the issues raised by
Revenue Canada and it is in the process of vigorously defending its position. It
is management's determination that no additional provision need be recorded for
these reassessments. It is not practical for management to make any reasonable
determination of when this remaining outstanding Canadian tax issue will
ultimately be resolved.
Audits of the Company's Canadian subsidiary's income tax returns by Revenue
Canada for the 1994 - 1996 taxation years and of the Company's United States
income tax returns by the Internal Revenue Service for the 1990-1994 taxation
years are in process.
Earnings per Share
Basic earnings per share ("EPS") is calculated by dividing the net income or
loss by the actual weighted average number of shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted.
During fiscal years 1999, 1998 and 1997, the Company's potentially dilutive
instruments included its convertible subordinated debentures (the "Debentures").
Under their terms of issuance, the Debentures were convertible into common stock
at a conversion price of Cdn$8.42 per share. All remaining Debentures were
converted into common stock during the year resulting in the issuance of
approximately 6,746,000 additional shares. For fiscal year 1999, such issuance
increased the number of weighted average common shares outstanding for purposes
of calculating EPS by approximately
33
<PAGE>
1,226,000 shares. Also, in fiscal years 1999, 1998 and 1997, the Company's
directors and employees held options to purchase 1,323,349, 1,014,499, and
785,500 common shares, respectively, at prices ranging from $3.50 to $15.75,
$3.50 to $8.1875 and $3.50 to $8.1875, respectively. The dilutive effect of
these options in future periods will depend on the average price of the
Company's common stock during such periods. For illustrative purposes, using the
price of the Company's common stock at August 31, 1999 ($18.50 per share) as an
average would result in approximately 775,000 additional shares being included
in weighted average common shares outstanding.
Liquidity and Capital Resources
Operating activities generated $25,901,000 in cash during fiscal year 1999. Net
income, adjusted for non-cash items, generated $14,136,000 in cash. Increased
inventory levels consumed $11,050,000 in cash. This increase was in response to
and in support of higher sales and were partially offset by an increase in
accounts payable of $10,875,000. Increased sales, in particular of wireless
products, as well as increased vendor advertising support also contributed to an
increase in accounts receivable of $5,875,000. The deferral of tax installments
preserved $17,829,000 in cash as final fiscal 1999 tax payments are not due
until after year end. In addition, the Canadian subsidiary has not yet been
reassessed by the Canadian tax authorities for the settlement agreed to in the
third quarter. Management estimates that the amount of this reassessment will be
approximately $14,000,000.
Operating activities generated $27,706,000 in cash during fiscal year 1998. Net
income, adjusted for non-cash items, produced $8,219,000 in cash. A reduction in
inventory levels contributed a further $11,879,000 in cash. In Canada, inventory
reductions resulted from better management of the level of computer inventories
and monitoring of the flow of merchandise through the product cycle. In the
United Kingdom, the store closure program was a factor in reduced inventory
levels. The Company increased inventories in Australia to support higher sales.
The deferral of income tax installments conserved a further $9,361,000 in cash
during fiscal year 1998. During fiscal year 1997, operating activities generated
$5,570,000 in cash. Net income, adjusted for non-cash items, generated
$10,566,000 in cash, which was partially offset by $7,592,000 in cash consumed
in building inventories. The increase in inventories in fiscal 1997 was due
primarily to the requirements of the newly opened Cantel stores in Canada and
the need to build inventories in response to higher sales in Australia.
Investing activities consumed $17,140,000 in cash during fiscal year 1999.
Routine capital expenditures, primarily on store fixtures and office equipment,
required $7,310,000 in cash. In addition, the sale of the Company's former
subsidiary in the United Kingdom consumed $10,971,000 in cash, representing the
cash balances of that company at the time of sale less the net proceeds of
disposition. However, the subsidiary also had approximately $11,600,000 of
short-term bank debt which was assumed and repaid by the purchaser. Investing
activities consumed $4,520,000 and $7,981,000 in cash during fiscal years 1998
and 1997, respectively. These cash outflows result for the most part from
additions to property and equipment, primarily relating to opening new stores,
renovating existing stores and upgrading information systems.
Cash flow from financing activities generated $5,084,000 in cash during fiscal
year 1999. Short-term bank borrowings in the United Kingdom prior to its sale
resulted in a cash inflow of $2,448,000. Proceeds from the issuance of stock
under the Company's stock purchase plan and from the exercise of stock options
by employees generated $1,890,000 and $746,000, respectively in additional cash.
During fiscal year 1998, financing activities consumed $23,176,000 in cash.
Repayment in full of
34
<PAGE>
loans from Tandy comprised the major component of the cash outflow. A decrease
in the level of short-term borrowings in the United Kingdom was also a
contributing factor. The effect of these reductions in cash resources was
partially offset by the proceeds from the issuance of common stock to employee
plans. In fiscal year 1997, financing activities generated $3,555,000 in cash.
The effects of an increase in short-term borrowings in the United Kingdom
combined with proceeds from the issuance of stock to employee plans were
partially offset by scheduled repayments on loans from Tandy.
The Company's principal sources of liquidity during fiscal year 2000 will be its
cash and short-term investments, its cash flow from operations and its banking
facilities.
In December, 1997, the Company entered into a three-year revolving credit
facility with a syndicate of three lenders (the "Syndicated Loan Agreement") in
an amount not to exceed $75,000,000 in the aggregate. With the sale of InterTAN
U.K. Limited in January, 1999, the facility has been reduced to $50,000,000. The
amount of credit actually available at any particular time is dependent on a
variety of factors, including the level of eligible inventories and accounts
receivable of InterTAN Canada Ltd. (the "Borrower"). The amount of available
credit is then reduced by the amount of trade accounts payable of the Borrower
then outstanding as well as certain other reserves.
The Syndicated Loan Agreement is used primarily to provide letters of credit in
support of purchase orders and, from time to time, to finance inventory
purchases. At June 30, 1999, there were no borrowings against the Syndicated
Loan Agreement and $530,000 was committed in support of letters of credit. There
was $29,259,000 of credit available for use at June 30, 1999. As part of the
sale of InterTAN U.K. Limited, the purchaser repaid the amount owing under the
facility at December 31, 1998 ($11,617,000) and arranged for replacement of the
letters of credit relating to the United Kingdom ($1,430,000 at December 31,
1998). The Company's Merchandise Agreement with Tandy permits the Company to
support purchase orders with a surety bond or bonds as well as letters of
credit. The Company has entered into an agreement with a major insurer to
provide surety bond coverage (the "Bond") in an amount not to exceed
$18,000,000. Use of the Bond will give the Company greater flexibility in
placing orders with Far Eastern suppliers by releasing a portion of the credit
available under the Syndicated Loan Agreement for other purposes.
The Company's Australian subsidiaries, InterTAN Australia Ltd. and Technotron
Sales Corp. Pty, Ltd., have entered into a credit agreement with an Australian
bank (the "Australian Facility"). This agreement established a credit facility
in the amount of A$12,000,000 ($8,010,000 at June 30, 1999 exchange rates). The
Australian Facility has no fixed term and may be terminated at any time upon
five days prior written notice by the lender. All or any part of the facility
may be used to provide letters of credit in support of purchase orders. A
maximum amount of A$5,000,000 ($3,338,000 at June 30, 1999 exchange rates) may
be used in support of short-term borrowings. At June 30, 1999, there were no
borrowings outstanding against the Australian Facility, nor was any amount
committed in support of letters of credit.
The Company's primary uses of liquidity during fiscal year 2000 will include the
funding of capital expenditures, the build-up of inventories for the 1999
Christmas selling season and payments in settlement of tax reassessments. The
Company anticipates that capital additions will approximate $11,000,000 during
fiscal year 2000, mainly related to store expansion, remodeling and upgrading.
Management believes that short-term borrowings under Syndicated Loan Agreement
to finance the seasonal build-up of inventories will peak at approximately
$12,000,000 to $16,000,000 in October and that such borrowings will be repaid by
the end of December. In addition, management expects to
35
<PAGE>
receive additional reassessments of approximately $14,000,000 during fiscal year
2000 relating to the settlement of its dispute with Revenue Canada in respect of
the 1990-1993 taxation years. See "Income Taxes".
Management believes that the Company's cash and short-term investments on hand
and its cash flow from operations combined with the Syndicated Loan Agreement,
the Australian Facility and the Bond will provide the Company with sufficient
liquidity to meet its planned requirements through fiscal year 2000, including
the tax reassessments relating to the 1990-1993 taxation years.
Year 2000 Issues
Management recognizes that certain of the Company's information systems require
further modification or replacement to make them compliant with the Year 2000.
The Company's critical systems include the following:
. Its store operating systems;
. Its so-called "back-end" merchandising and inventory systems,
including purchasing, receiving and warehousing, perpetual
inventories and store replenishment; and,
. Its primary accounting systems, including general ledger, accounts
receivable, accounts payable and payroll.
The Company has employed a variety of internal and external resources to assess
and make changes necessitated by Year 2000 issues to its many different systems
and equipment. Many of these changes were contemplated in any event as upgrades
or replacement of outdated systems and hardware.
In Canada, necessary modifications and testing have been done to all critical
systems except for the operating system supporting its point of sale and certain
of its warehousing systems which may not be Year 2000 compliant in certain
environments. Installation and testing of an upgrade to remedy this situation
should be complete by the end of September, 1999.
In Australia, the Company is in the process of implementing a fully integrated,
enterprise-wide retail solution supplied by an outside vendor to replace its
existing back-end inventory and accounting systems. This new system is certified
as being Year 2000 compliant. However, since determining that this system will
not be completed by calendar year-end, the Company is simultaneously remediating
existing systems to ensure year 2000 compliance. It is anticipated that this
remediation will be completed by November 15, 1999 with final testing completed
by November 30, 1999. After this project has been completed, full attention will
resume on the enterprise-wide solution. All other critical systems in Australia
have been modified and tested.
The Company's current projection is that Year 2000 compliance costs will not
exceed $1,500,000.
In the most reasonably likely worst case scenario, the Company's store operating
and back-end inventory management systems could fail. The consequence of such
failure could include the inability to electronically record sales transactions
in the Company's stores and a breakdown in the supply chain. This would
necessitate reverting to a number of manual systems for recording sales,
ordering product and replenishing the Company's stores. Such an occurrence would
likely result in a loss of revenue; it is not possible to quantify the possible
range of such loss. Management anticipates that a
36
<PAGE>
contingency plan to deal with this scenario, which will rely heavily on
processing transactions manually, will be in place by October 31, 1999.
The Company has communicated with its suppliers and other organizations with
which it does business to coordinate Year 2000 issues and to ensure the
continuity of supply of product and services. While the Company is not aware
that any of its major vendors will experience difficulties in supplying product,
in a most reasonably likely worst case scenario, one or more significant
suppliers could be unable to continue to adequately supply the Company after
1999. With the exception of wireless products, the Company reasonably believes
adequate alternative sources of supply are available. However, in the event that
a disruption in supply were to occur, it is not practical for management to
estimate the range of financial loss, if any, which could result from the
negative effect of such disruption in supply.
The Company's warehouse and distribution systems are centralized in a single
location in both Canada and Australia. In a most reasonably likely worst case
scenario, service from one or both of these locations could be disrupted, caused
by a number of factors beyond the Company's control including, for example, the
failure of local power suppliers to supply electricity. Such a disruption could
result in out-of-stock situations of varying severity at some or all of the
Company's retail locations. The Company is currently evaluating alternative
means of supplying its stores and reasonably anticipates that contingency plans
will be in place by October 31, 1999. It is not practical for management to
reasonably estimate the range of financial loss, if any, which could result from
a disruption in the supply of product to the Company's stores.
The Company is currently in the process of assessing its obligations, if any,
arising from the sale of warranted product which proves not to be Year 2000
compliant in one or more aspects. It is not possible at this time to reasonably
estimate the range of loss, if any, which could arise from such obligation.
Management is closely monitoring the Company's advancements towards final Year
2000 preparations and progress reports are presented periodically to the
Company's Board of Directors. Although there can be no assurance that the
Company will be able to complete all of the modifications in the required time
frame, or that the Company will be able to identify all Year 2000 issues before
problems manifest themselves, in management's opinion, the Company is taking
adequate action to address Year 2000 issues and does not expect the financial
impact of being Year 2000 compliant to be material to the Company's consolidated
financial position, results of operations or cash flows.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of market risks arising primarily from the
impact of changes in interest rates on its short-term credit facilities and from
the impact of foreign currency fluctuations as they relate to its investment,
debt and activities in Canada and Australia.
37
<PAGE>
Foreign currency fluctuations
The Company's activities are carried on in foreign jurisdictions - Canada and
Australia. The Company is exposed to foreign currency risks in three broad
areas:
. Its inventory purchases,
. Translation of its financial results, and
. Its net investment in foreign jurisdictions.
Inventory purchases
During fiscal year 1999, the Company's operating subsidiaries in Canada and
Australia purchased approximately 22% of their inventories in the Far East.
These purchases are made in U.S. dollars and, under the terms of its agreement
with its suppliers, payment must be made at the time of shipment. These orders
often require long lead times. Accordingly, there is risk that the value of the
Canadian and Australian dollars, as the case may be, could fluctuate relative to
the U.S. dollar from the time the goods are ordered until shipment is made.
Management monitors the foreign exchange risk associated with its U.S. dollar
open orders on a regular basis by reviewing the amount of such open orders,
exchange rates, including forecasts from major financial institutions, local
news and other economic factors, all on a country specific basis. Based on this
input, management decides whether or not to lock in the cost of a portion of
those orders in advance of delivery by purchasing forward exchange rate
contracts to be settled on or near the estimated date of inventory delivery.
The table below shows the amount of open orders and forward exchange contracts
on hand at June 30, 1999 and the financial impact which would result if the
functional currency of the purchasing entities were to decline in value by 10%
relative to the U.S. dollar from June 30, 1999 to the date of delivery (in
thousands):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
June 30, 1999 June 30, 1998
<S> <C> <C>
Open orders $31,778 $29,976
- --------------------------------------------------------------------------------
Impact of a 10% decline in local
currency values $ 3,178 $ 2,998
Foreign exchange contracts on hand $ 2,077 $ 6,221
- --------------------------------------------------------------------------------
Impact of a 10% decline in local
currency values $ (208) $ (622)
- --------------------------------------------------------------------------------
Net impact of a 10% decline in local
currency values $ 2,970 $ 2,376
- --------------------------------------------------------------------------------
</TABLE>
The incremental cost of such a decline in currency values, if incurred, would be
reflected in higher cost of sales in future periods. In these circumstances,
management would take product pricing action, where appropriate.
38
<PAGE>
Translation of financial results
The functional currencies of the Company's operating entities in Canada and
Australia are the respective local currencies. However, the reporting currency
of the Company on a consolidated basis is the U.S. dollar. Consequently,
fluctuations in the value of the Canadian and Australian dollars have a direct
effect on reported consolidated results. It is not possible for management to
effectively hedge against the possible impact of this risk.
The following table shows the combined sales and operating income (loss) for
fiscal year 1999, excluding the effects of the Company's former subsidiary in
the United Kingdom, and the effect that a 10% decline in local currency values
would have had on those results (in thousands):
<TABLE>
<CAPTION>
Year ended June 30, 1999 Year ended June 30, 1999
- ----------------------------------------------------------------------------------------------------------------------
Effect of a 10% Effect of a 10%
Decline in Decline in
Currency Currency
(U.S.dollars, in thousands) As Reported Values As Reported Values
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales
Canada $297,314 $(29,731) $270,675 $(27,068)
Australia 105,595 (10,560) 98,171 (9,817)
United Kingdom - - 172,528 (17,253)
- ----------------------------------------------------------------------------------------------------------------------
$402,909 $(40,291) $541,374 $(54,138)
- ----------------------------------------------------------------------------------------------------------------------
Operating Income (Loss)
Canada $ 34,046 $ (3,405) $ 23,233 $ (2,323)
Australia 7,139 (714) 5,710 (571)
United Kingdom - - (21,804) 2,180
Corporate Expenses (6,448) - (4,779) -
- ----------------------------------------------------------------------------------------------------------------------
$ 34,737 $ (4,119) $ 2,360 $ (714)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Net investment in foreign jurisdictions
The Company's net investments in Canada and Australia are recorded in U.S.
dollars at the respective period-end rates. Changes in these rates will have a
direct effect on the carrying value of these investments. The cumulative effect
of such currency fluctuations is recorded in stockholders' equity in accumulated
other comprehensive income (loss). The Company's convertible subordinated
debenture is denominated in U.S. dollars and was recorded in the books of the
parent. This instrument was designated as a partial hedge against the risk
associated with the Company's investment in its Canadian subsidiary. With the
conversion of this instrument during fiscal year 1999, this hedge no longer
exists. The Company currently has no plans to hedge its investment in either
Canada or Australia.
The following table shows the Company's net investment in each of its operating
entities and its expressed in U.S. dollars at June 30, 1999. The table also
shows the effect on those amounts if each local currency were to lose 10% of its
value against the U.S. dollar (in thousands):
39
<PAGE>
<TABLE>
<CAPTION>
June 30, 1999 June 30, 1998
- -------------------------------------------------------------------------------------------------------------------
Effect of a 10% Effect of a
Decline in 10% Decline in
(U.S. dollars, in thousands) Net Investment Currency Values Net Investment Currency Values
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Canada $ 69,514 $ (6,951) $ 64,871 $ (6,488)
Canadian dollar
denominated debenture - - (38,706) 3,871
- -------------------------------------------------------------------------------------------------------------------
$ 69,514 $ (6,951) $ 26,165 $ (2,617)
Australia 35,066 (3,507) 32,263 (3,226)
United Kingdom - - 26,201 (2,620)
- -------------------------------------------------------------------------------------------------------------------
$ 104,580 $ (10,458) $ 84,629 $ (8,463)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Short-term interest rates
The Company's credit facilities include syndicated banking facilities in Canada
and a separate facility in Australia. These banking arrangements, which are used
primarily to finance inventory purchases, provide for interest on any short-term
borrowings at rates determined with reference to the local "prime" or "base
rates". These rates are, therefore, subject to change for a variety of reasons
which are beyond the Company's control. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources".
In fiscal year 1999, the Company borrowed under its Canadian facility during the
months of September, October and November. Borrowings during those months
averaged approximately $6,000,000 and interest paid on such advances was
approximately $110,000. Interest on these Canadian borrowings was payable at the
Canadian prime rate plus 1%. Had the Canadian prime rate been 10% higher,
management estimates that interest expense for the year would have increased by
approximately $10,000. The Company's Australian subsidiary did not borrow during
fiscal year 1999.
It has not been the Company's policy to hedge against the risk presented by
possible fluctuations in short-term interest rates.
40
<PAGE>
Item 8. FINANCIAL STATEMENTS
Report of Independent Accountants
To the Board of Directors and Stockholders of InterTAN, Inc.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
InterTAN, Inc. and its subsidiaries at June 30, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended June 30, 1999, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
Fort Worth, Texas
August 17, 1999, except for Note 13, as to which the date is September 8, 1999
41
<PAGE>
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Year ended June 30
(In thousands, except per share data) 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales and operating revenues $ 500,050 $ 541,374 $ 519,318
Other income 266 511 640
- -----------------------------------------------------------------------------------------------------------------------------
500,316 541,885 519,958
Operating costs and expenses:
Cost of products sold 280,868 307,934 286,835
Selling, general and administrative expenses 174,968 211,458 217,211
Depreciation and amortization 6,378 7,421 9,671
Impairment of long-lived assets - - 10,042
Loss on disposal of United Kingdom subsidiary
and other restructuring charges 35,088 12,712 -
- -----------------------------------------------------------------------------------------------------------------------------
497,302 539,525 523,759
- -----------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 3,014 2,360 (3,801)
Foreign currency transaction gains (331) (761) (610)
Interest expense, net 3,280 5,464 6,663
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes 65 (2,343) (9,854)
Provision for income taxes 24,710 10,430 6,755
- -----------------------------------------------------------------------------------------------------------------------------
Net loss $ (24,645) $ (12,773) $ (16,609)
- -----------------------------------------------------------------------------------------------------------------------------
Basic and diluted net loss per average common share $ (1.76) $ (1.05) $ (1.45)
- -----------------------------------------------------------------------------------------------------------------------------
Average common shares outstanding 14,017 12,138 11,459
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
42
<PAGE>
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30 June 30
(In thousands, except share amounts) 1999 1998
Assets
- --------------------------------------------------------------------------------------------------------------------------------
Current Assets:
<S> <C> <C>
Cash and short-term investments $ 47,403 $ 32,811
Accounts receivable, less allowance for doubtful accounts 9,841 8,539
Inventories 111,934 148,198
Other current assets 3,567 6,690
Deferred income taxes 1,247 369
- ------------------------------------------------------------------------------------------------------------------------------
Total current assets 173,992 196,607
Property and equipment, less accumulated depreciation and amortization 20,123 26,228
Other assets 276 712
Deferred income taxes 3,924 -
- ------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 198,315 $ 223,547
- ------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term bank borrowings $ - $ 9,172
Accounts payable 15,883 24,274
Accrued expenses 17,369 31,995
Income taxes payable 39,286 20,955
Deferred service contract revenue - current portion 4,488 3,382
- ------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 77,026 89,778
9% convertible subordinated debentures - 38,706
Deferred service contract revenue - non-current portion 4,008 3,128
Other liabilities 6,521 5,945
- ------------------------------------------------------------------------------------------------------------------------------
Total liabilities 87,555 137,557
- ------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
Preferred stock, no par value, 1,000,000 shares authorized,
none issued or outstanding - -
Common stock, $1 par value, 40,000,000 shares authorized,
19,855,202 and 12,474,077, respectively, issued and outstanding 19,855 12,474
Additional paid-in capital 151,054 115,980
Deficit (34,895) (10,250)
Accumulated other comprehensive loss (25,254) (32,214)
- -------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 110,760 85,990
- -------------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies (See notes 2, 8 and 9)
Total Liabilities and Stockholders' Equity $ 198,315 $ 223,547
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
43
<PAGE>
Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Accumulated
Additional Retained Other
Common Stock Paid-in Earnings Comprehensive Comprehensive
(In thousands) Shares Amount Capital (Deficit) Income (Loss) Loss Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1996
11,173 $11,173 $111,678 $ 19,132 $(22,471) $ 119,512
Comprehensive loss:
Net loss (16,609) $ (16,609) (16,609)
Foreign currency translation
adjustments (41) (41) (41)
----------
Comprehensive loss $ (16,650)
==========
Issuance of common stock to employee
plans 700 700 2,672 - - 3,372
- ------------------------------------------------------------------------------------ --------------------------
Balance at June 30, 1997 11,873 11,873 114,350 2,523 (22,512) 106,234
Comprehensive loss:
Net loss (12,773) $ (12,773) (12,773)
Foreign currency translation
adjustments (9,702) (9,702) (9,702)
----------
Comprehensive loss (22,475)
==========
Issuance of common stock to employee
plans 601 601 2,528 - - 3,129
Retirement of warrants held by Tandy
Corporation - - (898) - - (898)
- ------------------------------------------------------------------------------------ --------------------------
Balance at June 30, 1998 12,474 12,474 115,980 (10,250) (32,214) 85,990
Comprehensive Loss:
Net loss (24,645) $ (24,645) (24,645)
Foreign currency translation
adjustments 6,960 6,960 6,960
----------
Comprehensive loss $ (17,685)
==========
Issuance of common stock to employee
plans 528 528 2,692 3,220
Issuance of common stock under stock
option plan 102 102 644 746
Conversion of subordinated debentures
to common stock 6,746 6,746 31,528 38,274
Stock-based compensation 5 5 210 215
- ------------------------------------------------------------------------------------- --------------------------
Balance at June 30, 1999 19,855 $19,855 $151,054 $(34,895) $(25,254) $ 110,760
===================================================================================== ==========================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
44
<PAGE>
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Year ended June 30
(In thousands) 1999 1998 1997
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (24,645) $ (12,773) $ (16,609)
Adjustments to reconcile net loss to cash
provided by operating
activities:
Depreciation and amortization 6,378 7,421 9,671
Deferred income taxes (4,822) 166 5,589
Foreign currency transaction gains, unrealized - (1,653) (612)
Impairment of long-lived assets - - 10,042
Net loss on disposition of United Kingdom
subsidiary and other restructuring charges 35,088 12,712 -
Other 2,137 2,346 2,485
Cash provided by (used in) current assets and liabilities:
Accounts receivable (5,875) 450 (164)
Inventories (11,050) 11,879 (7,592)
Other current assets (2,124) (617) (126)
Accounts payable 10,875 (2,231) 1,984
Accrued expenses and deferred service contract revenue 2,110 645 970
Income taxes payable 17,829 9,361 (68)
- -----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 25,901 27,706 5,570
- -----------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property and equipment (7,310) (7,165) (9,244)
Proceeds from sales of property and equipment 167 97 271
Effect of sale of United Kingdom subsidiary on cash (10,971) - -
Other investing activities 974 2,548 992
- -----------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (17,140) (4,520) (7,981)
- -----------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Changes in short-term borrowings, net 2,448 (661) 8,554
Proceeds from issuance of common stock to employee plans 1,890 1,838 1,959
Proceeds from exercise of stock options 746 - -
Principal repayments on long-term borrowings - (24,353) (6,958)
- -----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 5,084 (23,176) 3,555
- -----------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 747 (1,925) (514)
- -----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and short-term investments 14,592 (1,915) 630
Cash and short-term investments, beginning of year 32,811 34,726 34,096
- -----------------------------------------------------------------------------------------------------------------
Cash and short-term investments, end of year $ 47,403 $ 32,811 $ 34,726
=================================================================================================================
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ 4,568 $ 5,547 $ 7,213
Income taxes $ 12,356 $ 715 $ 1,299
=================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
45
<PAGE>
Note 1 Summary of Significant Accounting Policies
Description of Business
InterTAN, Inc. (the "Company" or "InterTAN") is engaged in the sale of consumer
electronics products primarily through company-operated retail stores and dealer
outlets in Canada and Australia. The Company's retail operations are conducted
through two wholly-owned subsidiaries: InterTAN Australia Ltd., which operates
in Australia under the trade name "Tandy Electronics"; and InterTAN Canada Ltd.,
which operates in Canada under the trade name "RadioShack". The Company
previously also had retail and dealer outlets in the United Kingdom. Theses
operations were conducted through a wholly-owned subsidiary, InterTAN U.K.
Limited, which operated under the "Tandy" name. Effective January 1999, the
Company's subsidiary in the United Kingdom was sold. See Note 2 to the
Consolidated Financial Statements. All of these trade names are used under
license from Tandy Corporation ("Tandy"). In addition, the Company has entered
into an agreement in Canada with Rogers Cantel Inc. ("Cantel") to operate
telecommunications stores ("Cantel stores") on its behalf. At June 30, 1999, 45
Cantel stores were in operation. The consolidated financial statements include
the accounts of the Company and its subsidiaries. All material intercompany
transactions, balances and profits have been eliminated. The Company's fiscal
year ends June 30.
Cash and Short-Term Investments
Cash in stores, deposits in banks and short-term investments with original
maturities of three months or less are considered as cash and cash equivalents.
Inventory
Inventories are comprised primarily of finished merchandise and are stated at
the lower of cost, based on the average cost method, or market value.
Property and Equipment
Property and equipment are recorded at cost and depreciated over the estimated
useful lives of the assets using the straight-line method. Estimated useful
lives range from 33 to 40 years for buildings and 3 to 8 years for fixtures and
equipment. Leasehold improvements are amortized over the life of the lease or
the useful life of the asset, whichever is shorter.
Maintenance and repairs are charged to expense as incurred. Renewals and
betterments which materially prolong the useful lives of the assets are
capitalized. The cost and related accumulated depreciation of property retired
or sold are removed from the accounts, and gains or losses are recognized in the
income statement.
The Company reviews all long-lived assets (i.e., property and equipment) for
impairment whenever events or changes in circumstances indicate that the net
book value of the assets may not be recoverable. An impairment loss would be
recognized if the sum of the expected future cash flows (undiscounted and before
interest) from the use of the assets is less than the net book value of the
assets. The amount of the impairment loss would generally be measured as the
difference between the net book value of the assets and their estimated fair
value. See Note 6 to the Consolidated Financial Statements for a discussion of
an impairment charge recorded in fiscal year 1997.
46
<PAGE>
Net Sales and Operating Revenues
Net sales and operating revenues include items related to normal business
operations, including service contract and repair income. Service contract
revenue, net of direct selling expenses, is recognized over the life of the
contract.
Translation of Foreign Currencies
The local currencies of the Company's foreign entities are the functional
currencies of those entities. For reporting purposes, assets and liabilities
are translated to U.S. dollars using the exchange rates in effect at the balance
sheet date; income and expense items are translated using monthly average
exchange rates. The effects of exchange rate changes on net assets located
outside the United States are recorded in equity as part of "accumulated other
comprehensive loss". Gains and losses from foreign currency transactions are
included in the operations of each period.
Comprehensive Income (Loss)
Effective July 1, 1998, the Company adopted Financial Accounting Standards No.
130, "Reporting Comprehensive Income". Comprehensive income is defined as the
change in stockholders' equity during a period except those changes resulting
from investments by owners and distributions to owners. For the Company, the
components of comprehensive income (loss) include net income or loss and the
effects of exchange rate changes on net assets located outside the United States
(foreign currency translation adjustments). For fiscal year 1999, foreign
currency translation adjustments were $6,960,000 and included an adjustment of
$4,087,000 related to the reclassification of accumulated foreign currency
translation losses to net loss on the sale of the United Kingdom subsidiary as
well as foreign currency translation gains of $2,873,000 related to Canada and
Australia.
Contract Management
At June 30, 1999, the Company had 673 company-operated stores, of which 189,
primarily located in Australia, were operated under "contract management"
arrangements. Under the typical contract management arrangement, the store
manager is not employed by the Company, but is under contract to operate the
store on its behalf. The Company selects and supplies the store location
(including lease payments and other fixed location charges) and also supplies
leasehold improvements, fixtures and store inventory. The Company is also
committed to provide supporting services, including advertising and training.
The contract manager is responsible for the labor and overhead necessary to
operate the store. The contract manager is also required to provide a cash
deposit. In return for the service of operating the store, the contract manager
receives compensation equal to approximately one-half of the store's gross
profit.
The revenue, as well as the expenses paid by the Company, related to contract
management stores are included in the consolidated statement of operations. The
contract manager's compensation is included in selling, general and
administrative expenses. Contract managers' deposits are included in the "Other
liabilities" section of the consolidated balance sheet and amounted to
$4,982,000 and $4,547,000 at June 30, 1999 and June 30, 1998, respectively.
Capitalized Financing Costs
Costs incurred in connection with the issuance of debt and renewal fees are
capitalized and are amortized over the term of the respective debt.
Amortization of these costs, which include underwriting, bank, legal and
accounting fees, for fiscal years 1999, 1998 and 1997 was $770,000,
47
<PAGE>
$781,000, and $684,000, respectively. Unamortized balances at June 30, 1999 and
June 30, 1998 were $298,000 and $1,389,000, respectively.
Advertising Costs
Advertising costs are recorded net of vendor contributions and are expensed the
first time the related advertising occurs. During fiscal years 1999, 1998 and
1997, advertising expense was $20,753,000, $24,770,000 and $27,792,000,
respectively.
Income Taxes
Income taxes are accounted for using the asset and liability method. The asset
and liability approach requires the recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between
the book amounts and tax basis of assets and liabilities. However, deferred tax
assets are only recognized to the extent that it is more likely than not that
the Company will realize the benefits of that deferred tax asset.
InterTAN generally considers the earnings of its foreign subsidiaries to be
permanently reinvested for use in those operations and, consequently, deferred
federal income taxes, net of applicable foreign tax credits, are not provided on
the undistributed earnings of foreign subsidiaries which are to be so
reinvested. If the earnings of those subsidiaries as of June 30, 1999 were
remitted to the parent, approximately $82,000,000 subject to adjustment for
deemed foreign taxes paid, would be included in the taxable income of the
parent. By operations of tax statutes currently in effect, the Company would
incur certain U.S. income taxes, including alternative minimum tax. Such
remittances may also be subject to certain foreign withholding taxes (presently
rates range from 0% to 15%) for which there would likely be no U.S. tax relief.
Forward Exchange Contracts
Gains and losses on contracts entered to hedge open inventory purchase orders
are included in the cost of the merchandise purchased. Gains and losses on
contracts intended to mitigate the effects of exchange rate fluctuations on
payables and debt denominated in currencies other than the functional currency
of the debtor are included in income in the periods the exchange rates change.
In June, 1998, the Financial Accounting Standards Board (the "FASB") issued
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133"). This new accounting standard will require
that derivative instruments be measured at fair value and recognized in the
balance sheet as either assets or liabilities, as the case may be. The
treatment of changes in the fair value of a derivative (i.e., gains and losses)
will depend on its intended use and designation. Gains and losses on
derivatives designated as hedges against the cash flow effect of a forecasted
transaction will initially be reported as a component of comprehensive income
and, subsequently, reclassified into earnings when the forecasted transaction
affects earnings. Gains and losses on derivatives designated as hedges against
the foreign exchange exposure of a net investment in a foreign operation will
form part of the cumulative translation adjustment. Gains and losses on all
other forms or derivatives will be recognized in earnings in the period of
change.
The Company will adopt FAS 133 effective July 1, 2000. Upon adoption, FAS 133
is not expected to have a material effect on the Company's financial statements.
48
<PAGE>
Earnings per Share
Basic earnings per share ("EPS") is calculated by dividing the net income or
loss by the actual weighted average number of shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted.
During fiscal years 1999, 1998 and 1997, the Company's potentially dilutive
instruments included its convertible subordinated debentures (the "Debentures").
Under their terms of issuance, the Debentures were convertible into common stock
at a conversion price of Cdn$8.42 per share. All remaining Debentures were
converted into common stock during the year resulting in the issuance of
approximately 6,746,000 additional shares. For fiscal year 1999, such issuance
increased the number of weighted average common shares outstanding for purposes
of calculating EPS by approximately 1,226,000 shares. Also, in fiscal years
1999, 1998 and 1997, the Company's directors and employees held options to
purchase 1,323,349, 1,014,499, and 785,500 common shares, respectively, at
prices ranging from $3.50 to $15.75, $3.50 to $8.1875 and $3.50 to $8.1875,
respectively.
Accounting for Stock-Based Compensation
The Company measures the expense associated with its stock-based compensation
using the intrinsic value method. Application of this method generally results
in compensation expense equal to the quoted price of the shares granted under
option less the amount, if any, the director or employee is required to pay for
the underlying shares. See Note 12.
New Accounting Standards
The American Institute of Certified Public Accountants has issued Statement of
Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" ("SOP 98-1"). This statement is effective for fiscal
years beginning after December 15, 1998 and requires that the direct costs of
certain internally developed software be capitalized and amortized over a
reasonable period. The Company will adopt SOP 98-1 in the first quarter of
fiscal year 2000; such adoption is not expected to have a material effect on the
Company's financial statements.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and related revenues and
expenses, and disclosure of gain and loss contingencies at the date of the
financial statements. Actual results could differ from those estimates.
Classification
Certain prior year balances have been reclassified to conform with the current
year presentation.
Note 2 Loss on Sale of United Kingdom Subsidiary and Other Restructuring
Charges
During fiscal year 1999, the Company's Board of Directors approved a plan to
sell the Company's investment in InterTAN U.K. Limited for proceeds of
$2,582,000, net of estimated selling costs, and the Company recorded a loss of
$35,088,000. The sale included all assets, liabilities and other obligations of
the United Kingdom subsidiary, including approximately $11,600,000 of bank debt
outstanding under InterTAN U.K. Limited's portion of the Company's syndicated
loan agreement, which was repaid by the purchaser on closing. Coincident with
the sale, the Company's syndicated
49
<PAGE>
loan facility was reduced from $75,000,000 to $50,000,000. See Note 14, Segment
Reporting Disclosures, for revenue and operating income (loss) associated with
InterTAN U.K. Limited.
In addition, the purchaser assumed the rights to claim tax loss carryforwards
and other deferred tax deductions having a potential tax benefit of
approximately $30,000,000. To the extent the purchaser is able to utilize all or
a portion of these loss carryforwards and other deferred tax deductions, the
Company is entitled to cash payments equal to 30% of the tax savings realized by
the purchaser (a maximum of approximately $9,000,000). The Company will
recognize such proceeds, if any, as received.
Also under the terms of the sale agreement, the Company has indemnified the
purchaser for certain contingencies primarily relating to real estate matters
associated with store leases and working capital adjustments. In addition, the
Company remains contingently liable as guarantor of certain leases of InterTAN
U.K. Limited. At the time of the sale the lease obligation assumed by the
purchaser and guaranteed by the Company was approximately $32,000,000 and the
average remaining life of such leases was approximately 6 years. If the
purchaser were to default on the lease obligations, management believes the
Company could reduce the exposure through assignment, subletting and other
means. The Company has obtained an indemnity from the purchaser for
approximately $13,000,000 which is management's best estimate of the Company's
potential exposure under these guarantees. The amount of this indemnity
declines over time as the Company's risk diminishes.
As part of the Company's ongoing efforts to improve the financial performance of
its United Kingdom operation, in January 1998 a plan to close 69 consistently
under-performing stores was approved. In connection with this restructuring
plan, a provision of $12,712,000 was recorded during the third quarter of fiscal
year 1998, reflecting lease disposal costs, severance costs and other closure
costs, including fixture removal and contract termination costs. The following
is a summary of the activity within this reserve during each of the last two
fiscal years (in thousands):
<TABLE>
<CAPTION>
Balance
Original Foreign Currency June 30
Provision Paid Rate Effects 1998
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lease disposal costs $11,120 $(2,684) $203 $8,639
Severance costs 748 (506) 8 250
Other exit costs 844 (332) 15 527
- ---------------------------------------------------------------------------------------------------------
$12,712 $(3,522) $226 $9,416
- ---------------------------------------------------------------------------------------------------------
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
Balance Foreign Adjustment on Balance
June 30 Currency Disposal of June 30
1998 Paid Rate Effects InterTAN U.K. 1999
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Lease disposal costs $8,639 $(2,995) $(33) $ (5,611) $ -
Severance costs 250 (105) (1) (144) -
Other exit costs 527 (268) (2) (257) -
- -------------------------------------------------------------------------------------------------------------
$9,416 $(3,368) $(36) $ (6,012) $ -
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Note 3 Bank Debt
In December, 1997 InterTAN Canada Ltd., InterTAN, Inc. and InterTAN U.K. Limited
entered into a three-year revolving facility with a syndicate of lenders (the
"Syndicated Loan Agreement") in an amount not to exceed $75,000,000 in the
aggregate. With the sale of InterTAN U.K. Limited in January, 1999, the
facility was reduced to $50,000,000. The amount of credit actually available at
any particular time is dependent on a variety of factors including the level of
eligible inventories and accounts receivable of InterTAN Canada. The amount of
available credit is then reduced by the amount of trade accounts payable then
outstanding as well as certain other reserves. The interest rate under the
credit facility is the Canadian prime rate plus 1.0%. Letters of credit are
charged at the rate of 1.5% per annum. In addition, a standby fee is payable
on the unused portion of the credit facility. The amount of this fee is subject
to certain thresholds, and ranges from 0.375% to 0.50% of the unused credit
line. The Syndicated Loan Agreement is collateralized by a first priority lien
over all of the assets of InterTAN Canada and is guaranteed by InterTAN, Inc.
This facility will be used primarily to provide letters of credit in support of
purchase orders, to finance inventory purchases and for general corporate
purposes. At June 30, 1999, the maximum borrowing base under the Syndicated
Loan Agreement was $29,789,000 of which $530,000 was committed in support of
letters of credit. There were no loans outstanding against the facility at June
30, 1999. Approximately $29,259,000 was available for use at June 30, 1999.
The Company's Australian subsidiaries, InterTAN Australia Ltd. and Technotron
Sales Corp. Pty. Ltd., have entered into a credit agreement with an Australian
bank (the "Australian Facility"). This agreement established a credit facility
in the amount of A$12,000,000 ($8,010,000 at June 30, 1999 exchange rates). The
Australian Facility has no fixed term and may be terminated at any time upon
five days prior written notice by the lender. All or any part of the facility
may be used to provide letters of credit in support of purchase orders. A
maximum amount of A$5,000,000 ($3,338,000 at June 30, 1999 exchange rates) may
be used in support of short-term borrowings. The Australian Facility is
collateralized by a floating charge over all of the assets of InterTAN
Australia. At June 30, 1999, there were no borrowings outstanding against the
Australian Facility, nor was any amount committed in support of letters of
credit. The terms of the Australian Facility limit the Australian subsidiary
with respect to certain distributions to InterTAN, Inc.
Note 4 Merchandise Agreement with Tandy
The Company and Tandy have entered into a Merchandise Agreement and a series of
license agreements. These agreements permit InterTAN to use, in designated
countries, the "Tandy
51
<PAGE>
Electronics" and "RadioShack" trade names until June 30, 2009, with automatic
annual extensions to June 30, 2010. The license agreements may be terminated
with five years' prior written notice by either party. In the event a change in
control of InterTAN, Inc. or any of its subsidiaries occurs, Tandy may revoke
the Merchandise Agreement and the license agreements. In consideration for these
rights, the Company was obliged to pay a royalty of 0.25% of consolidated sales
beginning in fiscal year 1996. This royalty increases by 0.25 percentage points
each fiscal year until it reaches a maximum of up to 1.0% in fiscal 1999. During
fiscal years 1999, 1998 and 1997, the Company paid Tandy royalties totaling
$4,798,000, $3,929,000 and $2,538,000, respectively. The Company is obliged to
use Tandy's export unit, A & A International, Inc. ("A & A"), as its exclusive
exporter of products from the Far East through the term of the Merchandise
Agreement. In such connection, the Company must pay a purchasing agent/exporter
fee to A & A calculated by adding 0.2% of consolidated sales in excess of
$500,000,000 to the base amount of $1,000,000 and deducting from this certain
credits the Company earns by purchasing products from Tandy and A & A. The
Company paid Tandy fees totaling $816,000, $885,000, and $815,000 in respect of
fiscal years 1999, 1998 and 1997, respectively, under this arrangement. During
fiscal year 1999, the Company's Canadian and Australian subsidiaries purchased
approximately 22% of their merchandise from Tandy and A & A. During fiscal years
1998 and 1997, the Company (including its former United Kingdom subsidiary)
purchased approximately 30% and 32%, respectively, of its merchandise from A & A
and Tandy. The Company's purchase orders with Tandy are supported, based on a
formula agreed with Tandy, by letters of credit issued by banks on behalf of
InterTAN or backed by cash deposits. In September, 1997, the Merchandise
Agreement was amended to permit the Company to support purchase orders with a
surety bond or bonds as well as letters of credit. The Company has secured
surety bond coverage from a major insurer in an amount not to exceed
$18,000,000.
Note 5 9% Subordinated Convertible Debentures
During fiscal year 1994, the Company closed a private placement of
Cdn$60,000,000 of 9% subordinated convertible debentures (the "Debentures")
maturing August 30, 2000. The Debentures were convertible at any time at a
conversion price of Cdn$8.42 per share ($5.72 per share at June 30, 1999
exchange rates).
The Debentures were redeemable upon giving at least 30 business days' notice at
a redemption price equal to the principal amount thereof, plus accrued and
unpaid interest provided that the current market price of the Company's common
shares during a specified period preceding the date of such notice is not less
than 125% of the conversion price. On April 16, 1999, the Company served notice
on all remaining Debenture holders calling for the redemption of all issued and
outstanding Debentures on June 8, 1999. Debenture holders were able to exercise
their right of conversion until June 7, 1999, after which all outstanding
Debentures must be surrendered for cash. All remaining Debenture holders
exercised their right of conversion and, as a result, approximately 4,006,000
additional shares were issued. Approximately 2,740,000 shares had previously
been issued as a result of Debenture conversions between July 31, 1998 and April
16, 1999.
52
<PAGE>
Note 6 Property and Equipment
Property and equipment at June 30, 1999 and 1998 are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
1999 1998
- ----------------------------------------------------------------
<S> <C> <C>
Land $ 1,019 $ 965
Buildings 8,173 9,147
Equipment, furniture and fixtures 29,955 40,804
Leasehold improvements 21,179 39,349
Lease premiums - 7,057
- ----------------------------------------------------------------
60,326 97,322
Less accumulated depreciation
and amortization 40,203 71,094
- ----------------------------------------------------------------
Property and equipment, net $20,123 $26,228
- ----------------------------------------------------------------
</TABLE>
The reduction in the level of property and equipment during fiscal year 1999 is
attributable to the sale of the Company's former subsidiary in the United
Kingdom.
Because of the continued and higher than expected operating losses in the United
Kingdom during fiscal year 1997, the Company conducted an impairment evaluation
of its property and equipment in the United Kingdom. As a result of this
evaluation, during the fourth quarter of fiscal year 1997, the Company
recognized a non-cash impairment loss of $10,042,000 which represents the
difference between the estimated market value and the book value of the
Company's investment in property and equipment in the United Kingdom, primarily
in its retail store locations, including lease premiums, leasehold improvements
and store fittings and fixtures. Fair market value was determined based upon
estimated future discounted cash flows.
Note 7 Accrued Expenses
The following is a summary of accrued expenses at June 30, 1999 and 1998 (in
thousands):
<TABLE>
<CAPTION>
1999 1998
- -----------------------------------------------------------------
<S> <C> <C>
Payroll and bonuses $8,267 9,292
United Kingdom restructuring costs - 9,416
Other 9,102 13,287
- -----------------------------------------------------------------
$17,369 $31,995
- -----------------------------------------------------------------
</TABLE>
For a discussion of the United Kingdom restructuring provision, see Note 2.
53
<PAGE>
Note 8 Income Taxes
The components of the provisions for domestic and foreign income taxes are shown
below (in thousands):
<TABLE>
<CAPTION>
Year ended June 30
1999 1998 1997
- ---------------------------------------------------------
<S> <C> <C> <C>
Current expense:
United States $ 94 111 $ 148
Foreign 29,438 10,153 1,018
- ---------------------------------------------------------
29,532 10,264 1,166
Deferred foreign
(benefit) expense (4,822) 166 5,589
- ---------------------------------------------------------
Total income tax
expense $24,710 $10,430 $6,755
- ---------------------------------------------------------
</TABLE>
The Company's income tax expense primarily represents Canadian and Australian
income tax on the profits earned by its subsidiaries in those countries. No tax
was accrued or payable in the United Kingdom during fiscal years 1999, 1998 or
1997.
54
<PAGE>
Components of the difference between income tax expense and the amount
calculated by applying the U.S. statutory rate of 35% to income before income
taxes are as follows (in thousands):
<TABLE>
<CAPTION>
Year ended June 30
1999 1998 1997
- ------------------------------------------------------------------
<S> <C> <C> <C>
Components of
pre-tax income (loss):
United States $(27,871) $(2,223) $ (901)
Foreign 27,936 (120) (8,953)
- ------------------------------------------------------------------
Income (loss) before
income taxes 65 (2,343) (9,854)
Statutory U.S. tax rate 35% 35% 35%
- ------------------------------------------------------------------
Federal income tax
expense (benefit) at
statutory rate 23 (820) (3,449)
Foreign tax rate
differentials 1,723 1,463 1,177
Provincial income taxes,
less foreign federal
income tax benefit 1,718 1,441 1,202
Book losses for which no
tax benefit was recognized 12,988 8,883 9,367
Charges for income tax dispute
settlement 8,039 - -
Adjustment to valuation
allowance for deferred
tax assets - (666) (1,656)
Other, net 219 129 114
- ------------------------------------------------------------------
Total income tax
expense $ 24,710 $10,430 $ 6,755
==================================================================
</TABLE>
55
<PAGE>
Deferred tax assets are comprised of the following at June 30 (in thousands):
<TABLE>
<CAPTION>
1999 1998
- ---------------------------------------------------
<S> <C> <C>
Depreciation $ 942 $ 3,907
Deferred service contracts 2,982 2,869
Reserves for business
restructuring 561 3,544
Loss carryforwards 7,495 28,646
Other 1,082 4,653
- ---------------------------------------------------
13,062 43,619
Valuation allowance (7,891) (43,250)
- ---------------------------------------------------
Deferred tax asset $ 5,171 $ 369
===================================================
</TABLE>
In connection with the sale of the Company's United Kingdom subsidiary, the
Company wrote off approximately $36,000,000 of deferred tax assets and a like
amount of valuation allowance. The purchaser has agreed to make cash payments
to the Company equal to 30% of tax savings, if any, resulting from the use of
these deferred tax assets (a maximum of $9,000,000). See Note 2.
Since the adoption of the asset and liability method, the Company has regularly
assessed the future benefit which might be derived from the Company's deferred
tax assets. In assessing the future benefit which might be derived from these
deferred tax assets, the Company considers its recent operating history and
financial condition.
During fiscal year 1997, based on the improved operating performance of the
Australian subsidiary during the last two fiscal years, management concluded
that the valuation allowance against the deferred tax assets of that subsidiary
should be reduced by $634,000 and the Company recorded a deferred tax benefit of
that amount. During fiscal year 1998, management reviewed the realization of
the remaining deferred tax assets in Australia. Based on the continued
improvements in the operating performance of the Australian subsidiary,
management concluded that the valuation allowance should be further reduced by
$666,000 and the Company recognized a deferred benefit of that amount.
In the United States, the Company has net operating loss carryforwards for tax
purposes of approximately $3,000,000. These loss carryforwards will expire in
2012 and 2013. In Canada the Company has a net capital loss carryforward from
the sale of the United Kingdom subsidiary of approximately $14,000,000. This
loss may be carried forward indefinitely, but may only be applied against
capital gains.
An audit of the income tax returns of the Company's Canadian subsidiary for the
1990 to 1993 taxation years was commenced during the 1995 fiscal year. The
Company was advised that Revenue Canada was challenging certain interest
deductions relating to the Canadian subsidiary's former operations in
continental Europe and was proposing to tax certain foreign exchange gains
related to such operations. The Company previously estimated that it could
potentially have an additional liability of up to $21,000,000. In March 1999,
the Company and Revenue Canada agreed to a resolution of this matter
56
<PAGE>
which will result in a liability to the Company of approximately $14,000,000
resulting in a charge of $8,039,000 during the third quarter, reflecting a
settlement which exceeded management's expectations, but was substantially less
than the maximum exposure of $21,000,000.
The Company was advised in August, 1995 that Revenue Canada intended to extend
the scope of its 1987 to 1989 reassessments to raise certain issues flowing from
the spin-off of the Company from Tandy Corporation in fiscal year 1987. The
Company had previously disclosed that these issues represented a potential loss
in the range of $0 to $21,000,000. Management disagreed with Revenue Canada's
views on these issues and vigorously defended the Company's position. The
Company has been advised that Revenue Canada no longer intends to pursue these
matters and that no related assessment will be issued.
An audit of the income tax returns of the Canadian subsidiary for the 1987 to
1989 taxation years was completed during fiscal year 1994, resulting in
additional tax being levied against the Canadian subsidiary. The Company has
appealed these reassessments and, pending the outcome of these matters, the
Company, by Canadian law, was required to pay one-half of the tax in dispute.
The tax levied by Revenue Canada in reassessing those years was offset by
refunds arising from the carryback of losses incurred in subsequent years.
Depending on the ultimate resolution of these issues, the Company could
potentially have an additional liability in the range of $0 to $11,700,000. The
Company believes it has meritorious arguments in defense of the issues raised by
Revenue Canada and it is in the process of vigorously defending its position. It
is management's determination that no additional provision need be recorded for
these reassessments. It is not practical for management to make any reasonable
determination of when this remaining outstanding Canadian tax issue will
ultimately be resolved.
Audits of the Company's Canadian subsidiary's income tax returns by Revenue
Canada for the 1994 - 1996 taxation years and of the Company's United States
income tax returns by the Internal Revenue Service for the 1990-1994 taxation
years are in process.
Note 9 Commitments and Contingencies
The Company leases virtually all of its retail space under operating leases with
terms ranging from one to fifteen years. Leases are normally based on a minimum
rental plus a percentage of store sales in excess of a stipulated base. The
remainder of InterTAN's store leases generally provide for fixed monthly rent
adjusted periodically using inflation indices and rent reviews.
In fiscal years 1999, 1998 and 1997 minimum rents, including immaterial
contingent rents and sublease rental income, were $25,460,000, $38,297,000, and
$36,365,000, respectively. Future minimum rent commitments at June 30, 1999 for
all long-term non-cancelable leases (net of immaterial sublease rent income) are
as follows (in thousands):
- ----------------------------------------------------------
2000 $14,755 2003 4,937
2001 12,115 2004 2,237
2002 8,558 2005 and thereafter 1,792
- ----------------------------------------------------------
57
<PAGE>
Apart from the matters described in Notes 2 and 8, there are no material pending
legal proceedings or claims other than routine litigation incidental to the
Company's business to which the Company or any of its subsidiaries is a party or
to which any of their property is subject.
Note 10 Financial Instruments
Other than debt instruments, management believes that the book value of the
Company's financial instruments recorded on the balance sheet approximates their
estimated fair value based on their nature and generally short maturity; such
instruments include cash and short-term investments, accounts receivable and
short-term bank borrowings.
The Company had no long-term debt instruments outstanding at June 30, 1999. At
June 30, 1998, the only long-term debt instrument outstanding was the
Debentures. At that date, this instrument had a book value of $38,706,000 and
an estimated fair value of $41,415,000, based on market price.
The Company enters into foreign exchange contracts to hedge against exchange
rate fluctuations on certain debts, payables and open inventory purchase orders
denominated in currencies other than the functional currency of the issuing
entity. All foreign exchange contracts are written with major international
financial institutions. Except for the opportunity cost of future currency
values being more favorable than anticipated, the Company's risk in those
transactions is limited to the cost of replacing the contracts at current market
rates in the event of nonperformance by the counterparties. The Company
believes its risk of counterparty nonperformance is remote, and any losses
incurred would not be material. At June 30, 1999 and 1998, the Company had
approximately $2,077,000 and $6,750,000, respectively, of foreign exchange
contracts outstanding with a market value of approximately $41,000 and
$(54,000), respectively. Maturity on these contracts outstanding at June 30,
1999 ranged from one to two months from fiscal year-end.
Note 11 Employee Benefit Plans
The Company's Stock Purchase Program is available to most employees. Each
participant may contribute from 1% to 10% of annual compensation. The Company
matches from 40% to 80% of the employee's contribution depending on the length
of the employee's participation in the program. Shares are provided to the plan
either by periodic purchases on the open market or by the Company issuing new
shares.
Under the InterTAN Canada Ltd. Employee Savings Plan (the "Savings Plan"), a
participating employee may contribute 5% of annual compensation into the plan.
The Company matches 80% of the employee's contribution. The Savings Plan is
available to most Canadian employees who have been employed at least two years.
An employee may also elect to contribute an additional 5% of annual compensation
to the plan which is not matched by the employer. The Company's contributions
are fully vested at the end of each calendar quarter. An Administrative
Committee appointed by the Company's Board of Directors directs the investment
of the plan's assets, a significant portion of which are invested in InterTAN,
Inc. common stock.
The InterTAN, Inc. 401(k) Plan is available to all U.S. employees who have
completed at least two months service with the Company. Eligible employees may
contribute, subject to statutory limits, up to 14% of their salary to the plan.
The Company matches the employee contributions to a maximum
58
<PAGE>
of 4% of salary. Fifty percent of the Company's contributions vest in the first
year with full vesting after an employee has completed two years of service with
the Company. Employees have a number of investment options available to them
within the plan, one of which is InterTAN, Inc. common stock. This Plan is in
the process of liquidation following the relocation of the Company's corporate
headquarters to Canada.
The aggregate cost of these plans included in other selling, general and
administration expense totaled $1,591,000, $1,640,000, and $1,701,000 in 1999,
1998 and 1997, respectively.
Note 12 Stock Option Plans
In 1986 and 1996 the Company adopted employee stock option plans (the "1986
Stock Option Plan" and the "1996 Stock Option Plan") under which the
Organization and Compensation Committee of the Board of Directors may grant
options to key management employees to purchase up to an aggregate of 800,000
and 1,500,000 shares, respectively, of the Company's common stock. Incentive
options granted under these plans are exercisable on a cumulative basis equal to
one-third for each year outstanding; unless otherwise specified by the
Committee, nonstatutory options issued under the plans are exercisable on a
cumulative basis equal to 20% for each year outstanding. Upon death or
disability of an optionee, all options then held become immediately exercisable
for one year, and upon retirement, at age 50 or older, the Committee may
accelerate the dates at which the outstanding options may be exercised. Options
under these plans generally expire ten years after the date of grant. The
exercise price of the options granted is determined by the Committee, but cannot
be less than 100% of the market price of the common stock at the date of grant.
At June 30, 1999, options to purchase 330,641 shares were outstanding under the
1986 Stock Option Plan. While options outstanding under this plan will remain in
force until they are exercised, canceled or expire, no further options may be
granted. At June 30, 1999, options to purchase 817,708 shares were outstanding
under the 1996 Stock Option Plan and 656,667 options were available for future
grant. In connection with certain employee retirements and terminations, the
Company accelerated the vesting and extended the exercise period associated with
approximately 396,000 stock options and recorded compensation expense of
$187,000.
In 1991, the Company adopted the Non-Employee Director Stock Option Plan (the
"1991 Director Plan") under which each non-employee director was granted an
option, exercisable immediately, to purchase 25,000 shares of the Company's
common stock. Upon election, all new non-employee directors are granted an
option to purchase 25,000 shares of the Company's common stock. Options granted
under the 1991 Director Plan are exercisable at a price equal to 100% of the
market price of the common stock at the date of grant. The options generally
expire ten years after the date of grant unless the optionee ceases to be a non-
employee director, in which case the options expire one year after the date of
cessation. Common stock issued under the 1991 Director Plan cannot exceed
200,000 shares. At June 30, 1999, options to purchase 175,000 shares were
outstanding under the 1991 Director Plan and 25,000 options were available for
future grant.
In June, 1999, the Company proposed a plan which would grant additional options
to purchase common stock to each non-employee director (such options are
collectively referred to as "the 1999 Director Plan"). This plan is subject to
shareholder approval. Under the 1999 Director Plan, each non-employee director
would be granted an option to purchase 20,000 shares of the Company's common
stock at an exercise price of $15.75 per share. Options granted under this plan
would be
59
<PAGE>
exercisable on a cumulative basis equal to one fourth per year on the date fixed
for the Company's annual meeting of stockholders, commencing with the 1999
meeting to be held in November, 1999. If adopted, and if the fair market value
of the Company's common stock on the date of shareholder approval exceeds the
exercise price, the Company will recognize compensation expense ratably over the
vesting period.
In June, 1999, the Company granted a total of 37,500 shares of restricted stock
awards to two executive officers and to the managing directors of the Company's
Canadian and Australian subsidiaries. On the date of grant, the market value of
these restricted stock awards totaled $590,625. These shares vest equally over
a three-year period provided the Company's consolidated operating income in a
particular year increases by at least 15%. If operating income growth for a
particular year is less than 15% but more than 10%, then one-fifth of the annual
amount will vest for each percentage point of growth over 10%. If operating
income growth for a year is less than 10%, the restricted stock for that year
will not vest. However, if cumulative compounded annual consolidated operating
income grows by 15% per annum over the three-year period, then any restricted
stock not previously vested will vest in its entirety. Compensation expense
relating to these restricted stock awards will be recognized when it becomes
probable that vesting will occur for a particular year.
The Company has also established an incentive stock award plan for approximately
700 store managers. Under this plan, managers achieving certain gross profit
improvement targets in their respective stores during fiscal year 2000 would
each receive up to 100 shares of Company stock. Compensation expense relating to
this plan will be recognized when it becomes probable that the gross profit
improvement targets will be achieved.
60
<PAGE>
A summary of transactions relating to the stock option plans is summarized in
the following tables:
Summary of Stock Option Transactions
<TABLE>
<CAPTION>
1999 1998 1997
- -------------------------------------------------------------------------------------------------------------------------
Weighted-
Weighted- Average Weighted-
Average Exercise Average
Options Exercise Price Options Price Options Exercise Price
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year 1,014,499 $6.49 785,500 $6.94 650,833 $7.27
Grants 491,000 $9.74 277,000 $5.31 209,500 $5.94
Exercised (103,484) $7.42 -- -- -- --
Forfeited (78,666) $5.61 (48,001) $6.95 (74,833) $7.01
- -------------------------------------------------------------------------------------------------------------------------
Outstanding at end of 1,323,349 $7.69 1,014,499 $6.49 785,500 $6.94
year
- -------------------------------------------------------------------------------------------------------------------------
Exercisable at end of 771,513 $6.54 585,496 $6.96 439,331 $7.10
year
- -------------------------------------------------------------------------------------------------------------------------
Weighted-average fair
value of options granted
during the year $6.08 $3.30 $3.71
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fixed Price Stock Options
<TABLE>
<CAPTION>
Options Weighted- Weighted- Options Weighted-
Outstanding Average Average Exercisable Average
Range of Exercise At Remaining Exercise At Exercise
Prices June 30, 1999 Life (years) Price June 30, 1999 Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$3.50 - $5.94 522,867 7.36 $ 5.40 205,032 $5.26
$6.00 - $8.19 598,482 3.96 $ 6.97 566,481 $7.00
$15.75 202,000 9.94 $15.75 - -
- ------------------------------------------------------------------------------------------------------------------------------------
1,323,349 6.22 $ 7.69 771,513 6.54
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
61
<PAGE>
As discussed in Note 1, the Company measures the expense associated with stock-
based compensation using the intrinsic value method. Accordingly, because the
exercise price of the stock options granted is equal to the market price of the
common stock on the date of grant, no compensation expense has been recognized
upon the grant of stock options during fiscal years 1999, 1998 or 1997. Had
the Company adopted the fair value method of recognizing stock-based
compensation, the estimated fair value of the options granted would have been
amortized to compensation expense over the vesting period. Pro forma
information is presented below as if the Company had adopted the fair value
method.
<TABLE>
<CAPTION>
1999 1998 1997
(In thousands, except As Pro As Pro As Pro
per share amounts) Reported Forma Reported Forma Reported Forma
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net loss $(24,645) $(25,538) $(12,773) $(13,513) $(16,609) $(17,172)
Basic and diluted net
loss per average
common share $ (1.76) $ (1.82) $ (1.05) $ (1.11) $ (1.45) $ (1.50)
- --------------------------------------------------------------------------------------------------
</TABLE>
For purposes of the pro forma information above, the fair value of each option
granted for each year was estimated using the Black-Scholes option pricing model
with the following weighted-average assumptions for fiscal years 1999, 1998 and
1997, respectively: expected volatility of 55.1%, 54.1%, and 53.9%; risk free
interest rates of 5.2%, 5.9%, and 6.2%; expected lives of seven years for all
three years and expected dividend yields of 0.0% for all three years.
The above pro forma information is not indicative of future amounts as the pro
forma amounts do not include the impact of stock options granted prior to fiscal
year 1996 and additional awards are anticipated in the future.
Note 13 Preferred Stock Purchase Rights
On September 8, 1999, the Board of Directors adopted a shareholder rights plan.
This plan becomes effective on September 20, 1999 and replaces a previous plan
which expired on that date. Pursuant to the terms of the new plan, the Company
declared a dividend of one right ("Right") on each share of Common Stock of the
Company. Each Right entitles the holder to purchase one-hundredth of a share
of Series A Junior Participating Preferred Stock, no par value per share, of the
Company at an exercise price of $85. The Rights are not currently exercisable
and will become exercisable 10 days after a person or group acquires beneficial
ownership of 15 percent or more of the Company's outstanding Common Stock or
announces a tender offer or exchange offer the consummation of which would
result in beneficial ownership by a person or group of 15 percent or more of the
outstanding Common Stock. The Rights are subject to redemption by the Company
for $.01 per Right at any time prior to the tenth day after the first public
announcement of the acquisition by a person or group of beneficial ownership of
15 percent or more of the Company's Common Stock. In addition, the Board of
Directors is authorized to amend the Rights plan at any time before the Rights
become exercisable.
If a person or group acquires beneficial ownership of 15 percent or more of the
Company's Common Stock and the Rights are then exercisable, each Right will
entitle its holder (other than such person or members of such group) to
purchase, at the Right's then current exercise price, a number of the Company's
shares of Common Stock having a market value of twice such price. In addition,
if
62
<PAGE>
InterTAN is acquired in a merger or other business combination transaction after
a person has acquired beneficial ownership of 15 percent or more of the
Company's Common Stock and the Rights are then exercisable, each Right will
entitle its holder to purchase, at the Right's then current exercise price, a
number of the acquiring company's shares of common stock having a market value
of twice such price. Following the acquisition by a person or group of
beneficial ownership of 15 percent or more of the Company's Common Stock and
prior to an acquisition of beneficial ownership of 50 percent or more of the
Company's Common Stock, the Board of Directors may exchange the Rights (other
than Rights owned by such person or group, which will have become null and
nontransferable), in whole or in part, at an exchange ratio of one share of
Common Stock (or one -hundredth of a share of Preferred Stock) per Right. The
Rights under the new plan will expire on September 20, 2009.
Note 14 Segment Reporting Disclosures
Effective July 1, 1998, the Company adopted Financial Accounting Standards No.
131, "Disclosures about Segments for Enterprise and Related Information ("FAS
131"). The Company's business is managed along geographic lines. All
references in these notes to "Canada", "Australia" and "the United Kingdom"
refer to the Company's reportable segments, unless otherwise noted.
Transactions between operating segments are not common and are not material to
the segment information.
Summarized in the table below are the net sales and operating revenues,
depreciation and amortization, operating income (loss), assets and capital
expenditures for the Company's reportable segments for the fiscal year ended
June 30, 1999, 1998 and 1997:
63
<PAGE>
<TABLE>
<CAPTION>
Year Ended June 30
(in thousands) 1999 1998 1997
<S> <C> <C> <C>
Net sales and operating Revenues:
Canada $ 297,314 $ 270,675 $ 251,907
Australia 105,595 98,171 102,628
United 97,141 /1/ 172,528 164,783
Kingdom
- -------------------------------------------------------------------------------------------------------------------------
$ 500,050 $ 541,374 $ 519,318
- -------------------------------------------------------------------------------------------------------------------------
Depreciation and Amortization:
Canada $ 4,140 $ 4,705 $ 4,758
Australia 1,273 1,166 1,379
United 855 /1/ 1,482 3,468
Kingdom
Corporate Headquarters 110 68 66
- --------------------------------------------------------------------------------------------------------------------------
$ 6,378 $ 7,421 $ 9,671
- --------------------------------------------------------------------------------------------------------------------------
Operating income (loss):
Canada $ 34,046 $ 23,233 $ 18,826
Australia 7,139 5,710 4,721
United (31,723)/1/ (21,804)/2/ (23,147)/3/
Kingdom
Corporate Headquarters expenses (6,448) (4,779) (4,201)
- --------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 3,014 2,360 (3,801)
Foreign currency transaction gains (331) (761) (610)
Interest expense, net 3,280 5,464 6,663
- --------------------------------------------------------------------------------------------------------------------------
Income (loss) before income tax $ 65 $ (2,343) $ (9,854)
- --------------------------------------------------------------------------------------------------------------------------
Assets:
Canada $ 136,703 $ 111,496 $ 123,244
Australia 53,787 45,675 51,640
United Kingdom - /1/ 64,246 69,959
Corporate Headquarters 7,825 2,130 9,464
- --------------------------------------------------------------------------------------------------------------------------
$ 198,315 $ 223,547 $ 254,307
- --------------------------------------------------------------------------------------------------------------------------
Capital expenditures:
Canada $ 3,475 $ 3,370 $ 4,605
Australia 1,564 1,636 2,084
United 2,226 /1/ 1,983 2,536
Kingdom
Corporate Headquarters 45 176 19
- --------------------------------------------------------------------------------------------------------------------------
$ 7,310 $ 7,165 $ 9,244
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ The Company sold its United Kingdom subsidiary in January 1999 and
recognized a loss $35,088,000. Accordingly, the Company's 1999 operating
results in the United Kingdom reflect only six months of operation and the
loss on sale.
/2/ Reflects a charge of $12,712,000 associated with the closure of 69
unprofitable stores.
/3/ Includes an asset impairment charge of $10,042,000.
64
<PAGE>
Note 15 Quarterly Data (Unaudited)
<TABLE>
<CAPTION>
Quarter ended
September 30
(In thousands, except per share data) 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Net sales and operating revenues $ 121,844 $ 121,709
Other income 79 92
- --------------------------------------------------------------------------------
121,923 121,801
Operating costs and expenses:
Cost of products sold 68,876 67,819
Selling, general and administrative expenses 47,847 51,360
Depreciation and amortization 1,790 1,919
Provision for business restructuring - -
- --------------------------------------------------------------------------------
118,513 121,098
- --------------------------------------------------------------------------------
Operating income (loss) 3,410 703
Foreign currency transaction (gains) losses (412) (80)
Interest expense, net 1,113 1,643
- --------------------------------------------------------------------------------
Income (loss) before income taxes 2,709 (860)
Provision for income taxes 3,004 2,049
- --------------------------------------------------------------------------------
Net income (loss) $ (295) $ (2,909)
- --------------------------------------------------------------------------------
Basic net income (loss) per average common share $ (0.02) $ (0.24)
Diluted net income (loss) per average common share1 $ (0.02) $ (0.24)
- --------------------------------------------------------------------------------
Average common shares outstanding 12,524 11,924
Average common shares outstanding assuming dilution 12,524 11,924
- --------------------------------------------------------------------------------
</TABLE>
1 The sum of diluted earnings per share for the four quarters ended June 30,
1999 and 1998 does not equal the diluted earnings per share as reported for
the respective years, primarily because the Company's convertible
debentures were dilutive in the second quarter, but anti-dilutive in all
other quarters and for each year as a whole
2 Represents a loss on the disposal on the Company's former subsidiary in the
United Kingdom. See Note 2.
3 Represents a provision to close 69 unprofitable stores in the United
Kingdom. An additional $2,035,000 in inventory provisions relating to this
restructuring were included in cost of products sold. See Note 2.
65
<PAGE>
<TABLE>
<CAPTION>
Quarter ended Quarter ended Quarter ended
December 31 March 31 June 30
1998 1997 1999 1998 1999 1998
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
$198,379 $192,559 $ 88,066 $117,117 $91,761 $109,989
50 259 73 66 64 94
- --------------------------------------------------------------------------------
198,429 192,818 88,139 117,183 91,825 110,083
112,633 110,586 49,266 68,510 50,093 61,019
60,307 62,701 32,817 49,425 33,997 47,972
1,830 1,873 1,388 1,789 1,370 1,840
376 - 34,712/2/ 12,712/3/ - -
- --------------------------------------------------------------------------------
175,146 175,160 118,183 132,436 85,460 110,831
- --------------------------------------------------------------------------------
23,283 17,658 (30,044) (15,253) 6,365 (748)
(43) (658) 80 158 44 (181)
1,633 1,893 550 923 (16) 1,005
- --------------------------------------------------------------------------------
21,693 16,423 (30,674) (16,334) 6,337 (1,572)
7,929 5,076 10,548 1,438 3,229 1,867
- --------------------------------------------------------------------------------
$ 13,764 $ 11,347 $(41,222) $(17,772) $ 3,108 $ (3,439)
- --------------------------------------------------------------------------------
$ 1.08 $ 0.94 $ (3.13) $ (1.46) $ 0.18 $ (0.28)
$ 0.76 $ 0.55 $ (3.13) $ (1.46) $ 0.17 $ (0.28)
- --------------------------------------------------------------------------------
12,749 12,024 13,190 12,208 17,592 12,358
19,461 19,814 13,190 12,208 20,427 12,358
- --------------------------------------------------------------------------------
</TABLE>
66
<PAGE>
Item 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There has been no change in independent accountants and no disagreement with any
independent accountant on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure during the period
since the end of fiscal year 1998.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information called for by this Item with respect to directors and executive
officers has been omitted pursuant to General Instruction G(3) to Form 10-K.
This information is incorporated by reference from the 1999 definitive proxy
statement filed with the Securities and Exchange Commission pursuant to
Regulation 14A.
Item 11. EXECUTIVE COMPENSATION.
The information called for by this Item with respect to executive compensation
has been omitted pursuant to General Instruction G(3) to Form 10-K. The
information is incorporated herein by reference from the 1999 definitive proxy
statement filed with the Securities and Exchange Commission pursuant to
Regulation 14A.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information called for by this Item with respect to security ownership of
certain beneficial owners and management has been omitted pursuant to General
Instruction G(3) to Form 10-K. This information is incorporated by reference
from the 1999 definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There was no information called for by this Item with respect to certain
relationships and transactions with management and others.
67
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
(1) Financial Statement Schedules:
Financial Statement Schedule II is filed herewith.
All other financial statement schedules are omitted because they
are not applicable or the required information is included in
the Consolidated Financial Statements or Management's Discussion
and Analysis of Financial Condition and Results of Operations.
(2) 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 as Exhibit 3(b) to
InterTAN's Registration Statement on
Form 10 and incorporated herein by
reference).
68
<PAGE>
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).
4(c) Trust Indenture securing the issue of 9%
Convertible Subordinated Debentures due
August 30, 2000 (Filed as Exhibit 4(c)
to InterTAN's Annual Report on Form 10-K
for fiscal year ended June 30, 1993 and
incorporated herein by reference).
10(a) InterTAN, Inc. Restated 1986 Stock
Option Plan (as amended as of February
22, 1994 and April 18, 1995) (Filed as
exhibit 10(a) to InterTAN's Annual
Report on Form 10-K for fiscal year
ended June 30, 1995 and incorporated
herein by reference).
10(b) InterTAN, Inc. Restated 1991 Non-
Employee Director Stock Option Plan (as
amended through February 21, 1994)
(Filed as Exhibit 10(b) to InterTAN's
Annual Report on Form 10-K for fiscal
year ended June 30, 1995 and
incorporated herein by reference).
10(c) Retirement Agreement dated March 3, 1997
between InterTAN, Inc. and James Michael
Wood (Filed as Exhibit 10(c) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1997 and
incorporated herein by reference).
69
<PAGE>
10(d) Employment Agreement between InterTAN,
Inc. and James T. Nichols dated January
1, 1995 (Filed as Exhibit 10(ii) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1995 and
incorporated herein by reference).
10(d)(i) First Amendment to Employment Agreement
dated July 1, 1998 between InterTAN,
Inc. and James T. Nichols. (Filed as
Exhibit 10(a) to InterTAN's Quarterly
Report on Form 10-Q for quarter ended
September 30, 1998 and incorporated
herein by reference) .
10(d)(ii) Letter Agreement dated July 1, 1998
between InterTAN, Inc. and James T.
Nichols amending prior stock option
agreements. (Filed as Exhibit 10(b) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended September 30, 1998 and
incorporated herein by reference).
10(e) Employment Agreement dated November 29,
1997 between InterTAN, Inc. and Brian E.
Levy (Filed as Exhibit 10(a) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended December 31, 1997 and
incorporated herein by reference).
* 10(e)(i) Employment Agreement dated June 10, 1999
between InterTAN, Inc. and Brian E. Levy
superceding prior Employment Agreement
dated November 29, 1997 between same
parties.
10(f) Employment Agreement between InterTAN,
Inc. and David S. Goldberg dated
February 3, 1995 (Filed as Exhibit
10(iii) to InterTAN's Quarterly Report
on Form 10-Q for quarter ended March 31,
1995 and incorporated herein by
reference).
10(f)(i) Confidential General Release and
Separation Agreement between InterTAN,
Inc. and David S. Goldberg dated March
1, 1999. (Filed as Exhibit 10(c) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1999 and
incorporated herein by reference).
10(g) Employment Agreement between InterTAN,
Inc. and John A. Capstick dated February
20, 1995 (Filed as Exhibit 10(iv) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1995 and
incorporated herein by reference).
10(g)(i) Letter dated December 6, 1995 extending
term of employment agreement for John A.
Capstick (Filed as
70
<PAGE>
Exhibit 10(b) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended December 31, 1995 and
incorporated herein by reference).
10(h) Employment Agreement between InterTAN,
Inc. and James G. Gingerich dated March
1, 1995 (Filed as Exhibit 10(v) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1995 and
incorporated herein by reference).
10(i) Employment Agreement between InterTAN,
Inc. and Douglas C. Saunders dated March
10, 1995 (Filed as Exhibit 10(vi) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1995 and
incorporated herein by reference).
10(j) Minutes of Settlement dated April 13,
1995 between InterTAN, Inc. and James B.
Williams (Filed as Exhibit 10(k) to
InterTAN's Annual Report on Form 10-K
for fiscal year ended June 30, 1995 and
incorporated herein by reference).
10(k) Retirement and Severance Agreement dated
July 31, 1994 between InterTAN, Inc. and
Louis G. Neumann (Filed as Exhibit 10(l)
to InterTAN's Annual Report on Form 10-K
for fiscal year ended June 30, 1995 and
incorporated herein by reference).
10(l) Merchandise Agreement dated October 15,
1993 between InterTAN, Inc., InterTAN
Canada Ltd., InterTAN U.K. Limited,
InterTAN Australia Ltd., Technotron
Sales Corp. Pty. Limited, Tandy
Corporation and A&A International, Inc.
(Filed as Exhibit 10(m) to InterTAN's
Quarterly Report on Form 10-Q for
quarter ended December 31, 1993 and
incorporated herein by reference).
10(l)(i) First Amendment to Merchandise Agreement
dated November 1, 1993 (Filed as Exhibit
10(m)(i) to InterTAN's Quarterly Report
on Form 10-Q for quarter ended March 31,
1994 and incorporated herein by
reference).
10(l)(ii) Second Amendment to Merchandise
Agreement dated October 2, 1995 (Filed
as Exhibit 10 to InterTAN's Quarterly
Report on Form 10-Q for quarter ended
September 30, 1995 and incorporated
herein by reference).
71
<PAGE>
10(l)(iii) Third Amendment to Merchandise Agreement
dated February 1, 1996 (Filed as Exhibit
10(b) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended March 31,
1996 and incorporated herein by
reference).
10(l)(iv) Fourth Amendment to Merchandise
Agreement dated July 1, 1996 (Filed as
Exhibit 10(b) to InterTAN's Quarterly
Report on Form 10-Q for quarter ended
September 30, 1996 and incorporated
herein by reference).
10(l)(v) Fifth Amendment to Merchandise Agreement
dated September 2, 1997 (Filed as
Exhibit 10(b) to InterTAN's Quarterly
Report on Form 10-Q for quarter ended
September 30, 1997 and incorporated
herein by reference).
10(m) License Agreement dated November 4, 1993
between Tandy Corporation and InterTAN
Australia Ltd. (Filed as Exhibit 10(n)
to InterTAN's Quarterly Report on Form
10-Q for quarter ended December 31, 1993
and incorporated herein by reference).
10(n) License Agreement dated November 4, 1993
between Tandy Corporation and InterTAN
U.K. Limited (Filed as Exhibit 10(o) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended December 31, 1993 and
incorporated herein by reference).
10(n)(i) First Amendment to License Agreement
(United Kingdom) between InterTAN U.K.
Limited and Tandy Corporation dated
April 21, 1995 (Filed as Exhibit
10(o)(i) to InterTAN's Annual Report on
Form 10-K for fiscal year ended June 30,
1995 and incorporated herein by
reference).
10(o) License Agreement dated November 4, 1993
between Tandy Corporation and InterTAN
Canada Ltd. (Filed as Exhibit 10(p) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended December 31, 1993 and
incorporated herein by reference).
10(o)(i) First Amendment to License Agreement
(Canada) between InterTAN Canada Ltd.
and Tandy Corporation dated March 24,
1995 (Filed as Exhibit 10(i) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1995 and
incorporated herein by reference).
72
<PAGE>
10(o)(ii) Second Amendment to License Agreement
(Canada), Second Amendment to License
Agreement (United Kingdom), and First
Amendment to License Agreement
(Australia and New Zealand), each dated
November 9, 1995 (Filed as Exhibit 10(a)
to InterTAN's Quarterly Report on Form
10-Q for quarter ended December 31, 1995
and incorporated herein by reference).
10(o)(iii) Third Amendment to License Agreement
(Canada), Third Amendment to License
Agreement (United Kingdom), and Second
Amendment to License Agreement
(Australia and New Zealand), each dated
June 26, 1996 (Filed as Exhibit
10(p)(iii) to InterTAN's Annual Report
on Form 10-K for fiscal year ended June
30, 1996 and incorporated herein by
reference).
10(p) Loan Agreement dated to be effective
December 22, 1997 among InterTAN, Inc.,
InterTAN Canada Ltd., InterTAN U.K.
Limited, Bank of America Canada, Bank of
America N.T. & S.A. (London England
Branch Office) and certain other Lenders
as identified therein (Filed as Exhibit
10(c) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended December 31,
1997 and incorporated herein by
reference).
10(p)(i) Form of Rectification and Amendment No.1
to Loan Agreement dated to be effective
February 24, 1998 (Filed as Exhibit
10(a) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended March 31,
1998 and incorporated herein by
reference).
10(p)(ii) Second Amendment to Loan Agreement dated
as of January, 1999 among InterTAN,
Inc., InterTAN Canada Ltd., InterTAN UK
Limited, Bank of America Canada, Bank of
America National Trust and Savings
Association, BankBoston Retail Finance
Inc., Congress Financial Corporation,
BankBoston, N.A. and Burdale Financial
Limited. (Filed as Exhibit 10(b) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1999 and
incorporated herein by reference).
*10(p)(iii) Third Amendment to Loan Agreement dated
as of April 12, 1999 among InterTAN,
Inc., InterTAN Canada Ltd., Bank of
America Canada, BankBoston Retail
Finance Inc., and Congress Financial
Corporation.
73
<PAGE>
10(q) Form of Omnibus Termination Agreement
dated December 30, 1997 between, among
others, InterTAN, Inc. and Tandy
Corporation (Filed as Exhibit 10(b) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended December 31, 1997 and
incorporated herein by reference).
10(r) InterTAN Advertising Agreement and first
amendment thereto (Filed as Exhibit
10(s) to InterTAN's Annual Report on
Form 10-K for fiscal year ended June 30,
1995 and incorporated herein by
reference).
10(r)(i) Second Amendment to InterTAN Advertising
Agreement dated to be effective as of
January 1, 1996 (Filed as Exhibit 10(a)
to InterTAN's Quarterly Report on Form
10-Q for quarter ended March 31, 1996
and incorporated herein by reference).
10(r)(ii) Third Amendment to InterTAN Advertising
Agreement dated to be effective as of
January 1, 1997 (Filed as Exhibit 10(b)
to InterTAN's Quarterly Report on Form
10-Q for quarter ended March 31, 1997
and incorporated herein by reference).
10(r)(iii) Amended and Restated InterTAN
Advertising Agreement among InterTAN,
Inc., InterTAN Canada Ltd., InterTAN
Australia Ltd. and Tandy Corporation
effective as of January 1, 1999. (Filed
as Exhibit 10(a) to InterTAN's Quarterly
Report on Form 10-Q for quarter ended
March 31, 1999 and incorporated herein
by reference).
10(s) Master Sales Agreement (United Kingdom)
dated to be effective as of December 31,
1995, among InterTAN, Inc., InterTAN
U.K. Limited, and Tandy Corporation
(Filed as Exhibit 10(c) to InterTAN's
Quarterly Report on Form 10-Q for
quarter ended December 31, 1995 and
incorporated herein by reference).
10(t) InterTAN, Inc. 1996 Stock Option Plan
and Forms of Stock Option Agreement
(Filed as Exhibits 4.6 and 4.7,
respectively, to InterTAN's Registration
Statement on Form S-8, SEC file number
333-16105, filed on November 14, 1996
and incorporated herein by reference).
10(u) Employment Agreement between InterTAN,
Inc. and Jeffrey A. Losch dated February
23, 1999. (Filed as Exhibit 10(d) to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1999 and
incorporated herein by reference).
74
<PAGE>
10(v) Deed of Indemnity between InterTAN,
Inc., Tandy Corporation, InterTAN Canada
Ltd., The Carphone Warehouse Limited and
Worldwide Telecommunications Ltd. dated
January 23, 1999 (filed as Exhibit No.
10.1 to InterTAN's Current Report on
Form 8-K dated January 25, 1999 and
incorporated herein by reference).
10(w) Tax Deed between InterTAN, Inc. and
Beheer-En Beleggingsmaatschappij Antika
B.V. dated January 23, 1999. (filed as
Exhibit No. 10.2 to InterTAN's Current
Report on Form 8-K dated January 25,
1999 and incorporated herein by
reference).
*10(x) Correspondence dated June 9, 1999 from
InterTAN, Inc. addressed to Brian E.
Levy in respect of a grant of restricted
stock.
*10(y) Correspondence dated June 9, 1999 from
InterTAN, Inc. addressed to James G.
Gingerich in respect of a grant of
restricted stock.
*21 Subsidiaries of InterTAN, Inc.
*23 Consent of Independent Accountants.
*27 Article 5 Financial Data Schedule.
99(a) Form of Multi-Option Switch Facility
Agreement between InterTAN Australia
Ltd. and Westpac Banking Corporation
(Filed as Exhibit 99 to InterTAN's
Quarterly Report on Form 10-Q for
quarter ended December 31, 1996 and
incorporated herein by reference).
99(a)(i) Letter Agreement dated September 30,
1997 amending Multi-Option Switch
Facility (Filed as Exhibit 99 to
InterTAN's Quarterly Report on Form 10-Q
for quarter ended September 30, 1997 and
incorporated herein by reference).
99(a)(ii) Letter Agreement dated August 3, 1998
amending Multi-Option Switch Facility.
(Filed as Exhibit 99 to InterTAN's
Quarterly Report on Form 10-Q for
quarter ended September 30, 1998 and
incorporated herein by reference).
_________________
* Filed herewith
75
<PAGE>
(b) No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended June 30, 1999.
76
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
InterTAN, Inc.
September 27, 1999 /s/Brian E.Levy
---------------------------------------
Brian E. Levy,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on the 27th day of September 1999 by the
following persons on behalf of InterTAN, Inc. and in the capacities indicated.
Signature Title
- --------- -----
/s/James G. Gingerich Executive Vice President and
- ---------------------
James G. Gingerich Chief Financial Officer
(Principal Financial Officer)
/s/Douglas C. Saunders Vice President and
- ----------------------
Douglas C. Saunders Corporate Controller
(Principal Accounting Officer)
/s/Ron G. Stegall Director and
- -----------------
Ron G. Stegall Chairman of the Board
/s/William C. Bousquette
- ------------------------
William C. Bousquette Director
/s/John A. Capstick
- -------------------
John A. Capstick Director
/s/Clark A. Johnson
- -------------------
Clark A. Johnson Director
- -------------------
John H. McDaniel Director
- --------------------
W. Darcy McKeough Director
/s/James T. Nichols Director and
- --------------------
James T. Nichols Vice Chairman of the Board
/s/ Brian E. Levy Director and
- -----------------
Brian E. Levy President and Chief Executive Officer
77
<PAGE>
Report of Independent Accountants on
Financial Statement Schedules
To the Board of Directors of
InterTAN, Inc.
Our audits of the consolidated financial statements referred to in our report
dated August 17, 1999, except for Note 13, as to which the date is September 8,
1999, appearing in Item 8 of this Annual Report on Form 10-K, also included an
audit of the financial statement schedule listed in Item 14(a)(1) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/PricewaterhouseCoopers LLP
Fort Worth, Texas
August 17, 1999
<PAGE>
Schedule II
InterTAN, Inc.
Valuation and Qualifying Accounts and Reserves
<TABLE>
<CAPTION>
(In thousands) Year ended June 30
-------------------------------------------
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Allowance for Doubtful Accounts
Balance, beginning of year $ 1,228 $ 1,539 $ 1,746
Additions charged to profit and loss 27 23 52
Accounts receivable charged off,
net of recoveries (575) (334) (259)
--------- --------- ---------
Balance, end of year $ 680 $ 1,228 $ 1,539
========= ========= =========
European Business Restructuring Reserve
Balance, beginning of year $ 881 $ 1,449 $ 2,630
Credited to cost and expense - - -
Payments and other dispositions, net (141) (568) (1,181)
--------- --------- ---------
Balance, end of year $ 740 $ 881 $ 1,449
========= ========= =========
United Kingdom Business Restructuring Reserve
Balance, beginning of year $ 9,416 $ - $ -
Credited to cost and expense - 12,712 -
Payments and other dispositions, net (3,404) (3,296) -
Adjustment on disposal of United
Kingdom subsidiary (6,012)
--------- --------- ---------
Balance, end of year - $ 9,416 $ -
========= ========= =========
Deferred Tax Valuation Allowance
Balance, beginning of year $ 43,250 $ 39,338 $ 30,461
Additions to valuation allowance 750 7,865 8,828
Adjustments to valuation allowance - (666) (1,656)
Reduction in deferred tax assets (36,200) (2,941) -
Foreign exchange rate effects 91 (346) 1,705
--------- --------- ---------
Balance, end of year $ 7,891 $ 43,250 $ 39,338
========= ========= =========
</TABLE>
<PAGE>
INDEX TO EXHIBITS
-----------------
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 as 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).
<PAGE>
4(c) Trust Indenture securing the issue of 9% Convertible
Subordinated Debentures due August 30, 2000 (Filed as
Exhibit 4(c) to InterTAN's Annual Report on Form 10-K for
fiscal year ended June 30, 1993 and incorporated herein by
reference).
10(a) InterTAN, Inc. Restated 1986 Stock Option Plan (as amended
as of February 22, 1994 and April 18, 1995) (Filed as
exhibit 10(a) to InterTAN's Annual Report on Form 10-K for
fiscal year ended June 30, 1995 and incorporated herein by
reference).
10(b) InterTAN, Inc. Restated 1991 Non-Employee Director Stock
Option Plan (as amended through February 21, 1994) (Filed as
Exhibit 10(b) to InterTAN's Annual Report on Form 10-K for
fiscal year ended June 30, 1995 and incorporated herein by
reference).
10(c) Retirement Agreement dated March 3, 1997 between InterTAN,
Inc. and James Michael Wood ( Filed as Exhibit 10(c) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
March 31, 1997 and incorporated herein by reference).
10(d) Employment Agreement between InterTAN, Inc. and James T.
Nichols dated January 1, 1995 (Filed as Exhibit 10(ii) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
March 31, 1995 and incorporated herein by reference).
10(d)(i) First Amendment to Employment Agreement dated July 1, 1998
between InterTAN, Inc. and James T. Nichols (Filed as
Exhibit10(a) to InterTAN's Quarterly Report on Form 10-Q for
quarter ended September 30, 1998 and incorporated herein by
reference).
10(d)(ii) Letter agreement dated July 1, 1998 between InterTAN, Inc.
and James T. Nichols amending prior stock option agreements.
(Filed as Exhibit 10(b) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended September 30, 1998 and
incorporated herein by reference).
10(e) Employment Agreement dated November 29, 1997 between
InterTAN, Inc. and Brian E. Levy (Filed as Exhibit 10(a) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
December 31, 1997 and incorporated herein by reference).
<PAGE>
*10(e)(i) Employment Agreement dated June 10, 1999 between InterTAN,
Inc. and Brian E. Levy superceding prior Employment
Agreement dated November 29, 1997 between same parties.
10(f) Employment Agreement between InterTAN, Inc. and David S.
Goldberg dated February 3, 1995 (Filed as Exhibit 10(iii) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
March 31, 1995 and incorporated herein by reference).
10(f)(i) Confidential General Release and Separation Agreement
between InterTAN, Inc. and David S. Goldberg dated March 1,
1999. (Filed as Exhibit10(c) to InterTAN's Quarterly Report
on Form 10-Q for quarter ended March 31, 1999 and
incorporated herein by reference).
10(g) Employment Agreement between InterTAN, Inc. and John A.
Capstick dated February 20, 1995 (Filed as Exhibit 10(iv) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
March 31, 1995 and incorporated herein by reference).
10(g)(i) Letter dated December 6, 1995 extending term of employment
agreement for John A. Capstick (Filed as Exhibit 10(b) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
December 31, 1995 and incorporated herein by reference).
10(h) Employment Agreement between InterTAN, Inc. and James G.
Gingerich dated March 1, 1995 (Filed as Exhibit 10(v) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
March 31, 1995 and incorporated herein by reference).
10(i) Employment Agreement between InterTAN, Inc. and Douglas C.
Saunders dated March 10, 1995 (Filed as Exhibit 10(vi) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
March 31, 1995 and incorporated herein by reference).
10(j) Minutes of Settlement dated April 13, 1995 between InterTAN,
Inc. and James B. Williams (Filed as Exhibit
<PAGE>
10(k) to InterTAN's Annual Report on Form 10-K for fiscal
year ended June 30, 1995 and incorporated herein by
reference).
10(k) Retirement and Severance Agreement dated July 31, 1994
between InterTAN, Inc. and Louis G. Neumann (Filed as
Exhibit 10(l) to InterTAN's Annual Report on Form 10-K for
fiscal year ended June 30, 1995 and incorporated herein by
reference).
10(l) Merchandise Agreement dated October 15, 1993 between
InterTAN, Inc., InterTAN Canada Ltd., InterTAN U.K. Limited,
InterTAN Australia Ltd., Technotron Sales Corp. Pty.
Limited, Tandy Corporation and A&A International, Inc.
(Filed as Exhibit 10(m) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended December 31, 1993 and
incorporated herein by reference).
10(l)(i) First Amendment to Merchandise Agreement dated November 1,
1993 (Filed as Exhibit 10(m)(i) to InterTAN's Quarterly
Report on Form 10-Q for quarter ended March 31, 1994 and
incorporated herein by reference).
10(l)(ii) Second Amendment to Merchandise Agreement dated October 2,
1995 (Filed as Exhibit 10 to InterTAN's Quarterly Report on
Form 10-Q for quarter ended September 30, 1995 and
incorporated herein by reference).
10(l)(iii) Third Amendment to Merchandise Agreement dated February 1,
1996 (Filed as Exhibit 10(b) to InterTAN's Quarterly Report
on Form 10-Q for quarter ended March 31, 1996 and
incorporated herein by reference).
10(l)(iv) Fourth Amendment to Merchandise Agreement dated July 1, 1996
(Filed as Exhibit 10(b) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended September 30, 1996 and
incorporated herein by reference).
10(l)(v) Fifth Amendment to Merchandise Agreement dated September 2,
1997 (Filed as Exhibit 10(b) to InterTAN's Quarterly Report
on Form 10-Q for quarter ended September 30, 1997 and
incorporated herein by reference).
<PAGE>
10(m) License Agreement dated November 4, 1993 between Tandy
Corporation and InterTAN Australia Ltd. (Filed as Exhibit
10(n) to InterTAN's Quarterly Report on Form 10-Q for
quarter ended December 31, 1993 and incorporated herein by
reference).
10(n) License Agreement dated November 4, 1993 between Tandy
Corporation and InterTAN U.K. Limited (Filed as Exhibit
10(o) to InterTAN's Quarterly Report on Form 10-Q for
quarter ended December 31, 1993 and incorporated herein by
reference).
10(n)(i) First Amendment to License Agreement (United Kingdom)
between InterTAN U.K. Limited and Tandy Corporation dated
April 21, 1995 (Filed as Exhibit 10(o)(i) to InterTAN's
Annual Report on Form 10-K for fiscal year ended June 30,
1995 and incorporated herein by reference).
10(o) License Agreement dated November 4, 1993 between Tandy
Corporation and InterTAN Canada Ltd. (Filed as Exhibit 10(p)
to InterTAN's Quarterly Report on Form 10-Q for quarter
ended December 31, 1993 and incorporated herein by
reference).
10(o)(i) First Amendment to License Agreement (Canada) between
InterTAN Canada Ltd. and Tandy Corporation dated March 24,
1995 (Filed as Exhibit 10(i) to InterTAN's Quarterly Report
on Form 10-Q for quarter ended March 31, 1995 and
incorporated herein by reference).
10(o)(ii) Second Amendment to License Agreement (Canada), Second
Amendment to License Agreement (United Kingdom), and First
Amendment to License Agreement (Australia and New Zealand),
each dated November 9, 1995 (Filed as Exhibit 10(a) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
December 31, 1995 and incorporated herein by reference).
10(o)(iii) Third Amendment to License Agreement (Canada), Third
Amendment to License Agreement (United Kingdom), and Second
Amendment to License Agreement (Australia and New Zealand),
each dated June 26, 1996 (Filed as Exhibit 10(p)(iii) to
InterTAN's Annual Report on Form 10-K for fiscal year ended
June 30, 1996 and incorporated herein by reference).
<PAGE>
10(p) Loan Agreement dated to be effective December 22, 1997 among
InterTAN, Inc., InterTAN Canada Ltd., InterTAN U.K. Limited,
Bank of America Canada, Bank of America N.T. & S.A. (London
England Branch Office) and certain other Lenders as
identified therein (Filed as Exhibit 10(c) to InterTAN's
Quarterly Report on Form 10-Q for quarter ended December 31,
1997 and incorporated herein by reference).
10(p)(i) Form of Rectification and Amendment No.1 to Loan Agreement
dated to be effective February 24, 1998 (Filed as Exhibit
10(a) to InterTAN's Quarterly Report on Form 10-Q for
quarter ended March 31, 1998 and incorporated herein by
reference).
10(p)(ii) Second amendment to Loan agreement dated as of January, 1999
among InterTAN, Inc. InterTAN Canada Ltd., InterTAN UK Ltd.,
Bank America Canada, Bank America National Trust and Savings
Association, Bank Boston Retail Finance Inc., Congress
Financial Corporation, Bank Boston, NA and Burdale Financial
Limited. (Filed as Exhibit 10(b) to InterTAN's Quarterly
Report on Form 10-Q for quarter ended March 31, 1999 and
incorporated herein by reference).
*10(p)(iii) Third amendment to Loan agreement dated as of April, 1999
among InterTAN, Inc. InterTAN Canada Ltd., InterTAN UK Ltd.,
Bank America Canada, Bank America National Trust and Savings
Association, Bank Boston Retail Finance Inc. and Congress
Financial Corporation.
10(q) Form of Omnibus Termination Agreement dated December 30,
1997 between, among others, InterTAN, Inc. and Tandy
Corporation (Filed as Exhibit 10(b) to InterTAN's Quarterly
Report on For m 10-Q for quarter ended December 31, 1997 and
incorporated herein by reference).
10(r) InterTAN Advertising Agreement and first amendment thereto
(Filed as Exhibit 10(s) to InterTAN's Annual Report on Form
10-K for fiscal year ended June 30, 1995 and incorporated
herein by reference).
10(r)(i) Second Amendment to InterTAN Advertising Agreement dated to
be effective as of January 1, 1996 (Filed as Exhibit 10(a)
to InterTAN's Quarterly Report on Form 10-Q for quarter
ended March 31, 1996 and incorporated herein by reference).
<PAGE>
10(r)(ii) Third Amendment to InterTAN Advertising Agreement dated to
be effective as of January 1, 1997 (Filed as Exhibit 10(b)
to InterTAN's Quarterly Report on Form 10-Q for quarter
ended March 31, 1997 and incorporated herein by reference).
10(r)(iii) Amended and Restated InterTAN Advertising Agreement among
InterTAN, Inc., InterTAN Canada Ltd., InterTAN Australia
Ltd. and Tandy corporation effective as of January 1, 1999.
(Filed as Exhibit 10(a) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended March 31, 1999 and incorporated
herein by reference).
10(s) Master Sales Agreement (United Kingdom) dated to be
effective as of December 31, 1995, among InterTAN, Inc.,
InterTAN U.K. Limited, and Tandy Corporation (Filed as
Exhibit 10(c) to InterTAN's Quarterly Report on Form 10-Q
for quarter ended December 31, 1995 and incorporated herein
by reference).
10(t) InterTAN, Inc. 1996 Stock Option Plan and Forms of Stock
Option Agreement (Filed as Exhibits 4.6 and 4.7,
respectively, to InterTAN's Registration Statement on
Form S-8, SEC file number 333-16105, filed on November 14,
1996 and incorporated herein by reference).
10(u) Employment Agreement between InterTAN, Inc. and Jeffrey A.
Losch dated February 23, 1999 . (Filed as Exhibit 10(d) to
InterTAN's Quarterly Report on Form 10-Q for quarter ended
March 31, 1999 and incorporated herein by reference).
10(v) Deed of Indemnity between InterTAN, Inc., Tandy Corporation,
InterTAN Canada Ltd., The Carphone Warehouse Limited and
Worldwide Telecommunications Ltd. dated January 23, 1999.
(Filed as Exhibit No. 10.1 to InterTAN's Current Report on
Form 8-K dated January 25, 1999 and incorporated herein by
reference).
10(w) Tax Deed between InterTAN, Inc. and Beheer-En
Belggingsmaatschappij Antika B.V. dated January 23, 1999.
(Filed as Exhibit No. 10.2 to InterTAN's Current Report on
Form 8-K dated January 25, 1999 and Incorporated herein by
reference).
<PAGE>
*10(x) Correspondence dated June 9, 1999 from InterTAN, Inc.
addressed to Brian E. Levy in respect of a grant of
restricted stock.
*10(y) Correspondence dated June 9, 1999 from InterTAN, Inc.
addressed to James G. Gingerich in respect of a grant of
restricted stock.
*21 Subsidiaries of InterTAN, Inc.
*23 Consent of Independent Accountants.
*27 Article 5 Financial Data Schedule.
99 Form of Multi-Option Switch Facility Agreement between
InterTAN Australia Ltd. and Westpac Banking Corporation
(Filed as Exhibit 99 to InterTAN's Quarterly Report on Form
10-Q for quarter ended December 31, 1996 and incorporated
herein by reference).
99(a)(i) Letter Agreement dated September 30, 1997 amending Multi-
Option Switch Facility (Filed as Exhibit 99 to InterTAN's
Quarterly Report on Form 10-Q for quarter ended September
30, 1997 and incorporated herein by reference).
99(a)(ii) Letter Agreement dated August 3, 1998 amending Multi-Option
Switch Facility (Filed as Exhibit 99 to InterTAN's Quarterly
Report on Form 10-Q for quarter ended September 30, 1998 and
incorporated herein by reference).
- -----------------
* Filed herewith
<PAGE>
Exhibit 10(e)(i)
----------------
RON G. STEGALL
Chairman of the Board
(817) 548-9171
June 10, 1999
Brian E. Levy
29 Theodore Place
Thornhill, Ontario L4J 8 E2
Dear Brian:
The following letter is to confirm your employment arrangements with InterTAN,
Inc, and replaces your employment letter dated November 29, 1997. Your
compensation and benefits will be as described below and, in consideration, you
agree to devote your primary working time, skill, attention, and best efforts to
the business of the Company as President and Chief Executive Officer. All
amounts referred to within are denominated in U.S. Dollars. Unless otherwise
stated, pay amounts are effective July 1, 1999.
Base Salary: $460,000 per year, subject to annual review, payable in 26
equal bi-weekly amounts in accordance with the Company's
normal payroll procedures.
Bonus: Your bonus base will be $260,000, subject to annual review.
Your bonus may be subject to change, either up or down,
depending upon and corresponding to the Company's actual
operating performance as compared to the budget for the
fiscal year, in accordance with the applicable and current
bonus plans duly approved by the Board of Directors.
Stock Options: In addition to those options previously granted to you, the
Board of Directors hereby grants you an option to purchase
55,000 shares of Company common stock under the InterTAN,
Inc. 1996 Stock Option Plan. The exercise price will be the
fair market value of the stock (i.e. NYSE close price) as of
June 7,1999. You will be entitled to future grants of stock
options as determined from time to time by the Board of
Directors.
<PAGE>
Page 2
Restricted Stock: The Board of Directors grants you up 20,000 shares of
restricted stock on the terms and conditions of the
Restricted Stock Grant approved by the Board of Directors on
June 7, 1999. All stock will vest in the event of a Change
of Control (as defined in the Deferred Compensation Plan
under section 8.5) or involuntary termination or death (DCP
section 8.6).
Severance Benefits: Your employment with the Company shall be "at will" and the
Company shall have the right to terminate your employment at
any time.
(a) If your employment with the Company is terminated for
"gross misconduct", then such termination shall become
effective immediately. The Company shall have only
those rights or obligations which may have accrued
prior to such termination. You shall be entitled to all
earned and unpaid salary to the date of termination as
well as all other benefits which may be due you
pursuant to and subject to any of the Company's health
or employee benefits plans in which you are a
participant. "Gross misconduct" for purposes of this
letter shall mean that you have been convicted of, or
have pleaded nolo contendre or entered into any other
--------------
plea arrangement relating to a felony, whether or not
related to the Company's business, or you were guilty
of reckless or willful misconduct in the performance of
your duties hereunder. The Company's right to terminate
your employment shall be in addition to any other
rights it may have against you.
(b) If your employment with the Company is terminated for
any reason other than your voluntary resignation from
the Company, your "gross misconduct", or your death or
disability, or a Change of Control (as defined in
section 8.5 of the Company's Deferred Compensation
Plan) you shall be entitled to received severance
benefits in an amount equal to twelve (12) months of
your then current base salary and base bonus, which
would be payable under your then current plan formula,
such aggregate amount to be paid out equally over the
twelve (12) month period following your employment
termination date.
(c) If your employment with the Company is involuntarily
terminated within an 18 month period or the scope of
your accountabilities or responsibilities are
materially modified or reduced due to a Change in
Control (as defined in the Deferred Compensation Plan,
section 8.5) you shall be entitled to received
severance benefits in an amount equal to twenty-four
(24) months of your then current base salary and base
bonus, which would be payable under your then current
plan formula, such aggregate amount to be paid out
equally over the twenty-four (24) month period
following your employment termination date, in addition
to any other benefits payable as referred to below.
Additionally, see "Change of Control", detailed below.
<PAGE>
Page 3
Change of Control: The Company's 1996 Stock Option Plan and its Deferred
Compensation Plan contain "change of control" provisions,
each as separately defined in the respective plans. In the
event you are employed by the Company at the time a defined
"change of control" of the Company occurs under either or
both plans, your options and salary continuation shall be
subject to treatment as set forth in each such plan, in
addition to any severance benefits to which you are entitled
under the terms of this letter agreement.
Deferred
Compensation Plans: You are designated as a "Participant" in the Company's DCP
and your "Plan Benefit Amount" will be set at $2,000,000 and
will be subject to and payable in accordance with the terms
of the DCP.
Car Allowance: $9,000 per year, payable in 26 equal bi-weekly amounts as
part of your regular paycheck.
In addition to the provisions above, you will be entitled to participate in the
Company's Stock Purchase Plan, Supplementary Health, Dental, Group Life and
Accidental Death and Disability, and Long Term Disability plans pursuant to the
terms of those plans as they are available to the Company's Executive
management.
Sincerely,
INTERTAN,INC.
/s/ Ron G. Stegall
- ------------------
Ron G. Stegall
Chairman of the Board
Acknowledged and Accepted
June 10, 1999
by: /s/ Brian E. Levy
------------------
Brian E. Levy
<PAGE>
Exhibit 10(p)(iii)
------------------
Replacement
Execution Copy
INTERTAN CANADA LTD.
INTERTAN, INC.
THIRD AMENDMENT TO LOAN AGREEMENT
The Third Amendment to Loan Agreement (this "Amendment") is dated as
of April 12, 1999 and entered into by and among, inter alia, InterTAN Canada
Ltd., as Canadian Borrower, InterTAN, Inc., as the Parent, the financial
institutions listed on the signature pages hereof (the "Lenders"), and Bank of
America Canada, a Canadian chartered bank, as agent for the Lenders (the
"Agent"), and is made with reference to that certain Loan Agreement dated as of
December 22, 1997 (as amended and in effect the "Loan Agreement"), by and among
the Borrower, the Lenders and the Agent, as amended by the Rectification and
Amendment No. 1 dated as of February 24, 1998 and Second Amendment to Loan
Agreement dated as of January, 1999. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Loan
Agreement.
RECITALS
WHEREAS, the Borrower, the Parent and the Lenders desire to amend the
Loan Agreement to make certain amendments as set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Agent, the Lenders and the Parent and the Borrower have agreed
as follows:
Section 1 CONSENTS
1.1 The Lenders hereby consent for all purposes of the Loan
Agreement to the Parent exercising its rights to call the Subordinated
Debentures in accordance with the terms thereof and to the payment by the Parent
for such Subordinated Debentures in cash or by the issuance to holders of the
Subordinated Debentures by the Parent of common shares in its capital upon the
conversion of all or any of the Subordinated Debentures, provided, however, that
-------- -------
the foregoing shall not be construed as a consent to any payments or
Distributions by the Borrower to the Parent not otherwise permitted under the
Loan Agreement.
1.2 The Lenders hereby consent for all purposes of the Loan
Agreement to the payment by the Borrower to Revenue Canada of approximately U.S.
$13,800,000 in full and final settlement of the Interest Deductibility Claim
(defined below) and agree that no Event or Event of Default has occurred or will
occur under Section 11.1(l) in consequence of such payment and settlement.
Section 2 AMENDMENTS TO THE LOAN AGREEMENT
<PAGE>
-2-
2.1 Effective upon receipt by the Agent of evidence satisfactory,
to it that the Borrower has fully and finally settled the claim for
approximately U.S. $25,000,000 of Revenue Canada, Taxation relating to the
deductibility of ESA interest and foreign exchange related to the years 1990 to
1993 (the "Interest Deductibility Claim") by the payment by the Borrower to
Revenue Canada of approximately U.S. $13,800,000, the definition of "Tax
---
Reserve" in Section 1.1 of the Loan Agreement is deleted and the following is
- -------
substituted therefore:
" "Tax Reserve" means, unless altered by the Lenders in the
-----------
exercise of their Permitted Discretion, nil."
2.2 Section 6.8(a) of the Loan Agreement is amended by adding the
following immediately after the word "weekly":
"(or, when no Canadian Revolving Loans are outstanding,
monthly)".
Section 3 CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon each of the Borrower
and the Parent delivering to the Agent (for the Lenders) two originally executed
copies of this Agreement (the date of satisfaction of such condition being
referred to herein as the "Third Amendment Effective Date").
--------------------------------
Section 4 BORROWERS' AND PARENT'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment and to
amend the Loan Agreement in the manner provided herein, each of the Borrower and
Parent represents and warrants to the Agent and each Lender that the following
statements are true, correct and complete:
1. Authorization, Validity, and Enforceability of this Amendment.
The Borrower or the Parent, as applicable, has the corporate power and authority
to execute and deliver this Amendment and to perform the Loan Agreement as
amended by this Amendment (the "Amended Agreement"). The Borrower or the Parent,
-----------------
as applicable, has taken all necessary corporate action (including, without
limitation, obtaining approval of its stockholders if necessary) to authorize
its execution and delivery of this Amendment and the performance of the Amended
Agreement. This Amendment has been duly executed and delivered by the Borrower
or the Parent, as applicable, and this Amendment and the Amended Agreement
constitute the legal, valid and binding obligations of the Borrower or the
Parent, as applicable, enforceable against it in accordance with their
respective terms without defence, setoff or counterclaim. The Borrower's or the
Parent's, as applicable, execution and delivery of this Amendment and the
performance by the Borrower or the Parent, as applicable, of the Amended
Agreement do not and will not conflict with, or constitute a violation or breach
of, or constitute a default under, or result in the creation or imposition of
any Lien upon the property of the Borrower or the Parent, as applicable, or any
of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien,
lease, agreement, indenture, or instrument to which the Borrower or the Parent,
as applicable, is a party or which is binding on it, (b) any
<PAGE>
-3-
Requirement of Law applicable to the Borrower or the Parent, as applicable, or
any of its Subsidiaries, or (c) the certificate or articles of incorporation or
amalgamation or bylaws of the Borrower or the Parent, as applicable, or any of
its Subsidiaries.
2. Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or other person is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, the
Borrower or the Parent, as applicable, or any of its Subsidiaries of this
Amendment or the Amended Agreement except for such as have been obtained or made
and filings required in order to perfect the Agent's security interests.
3. Incorporation of Representations and Warranties From Loan
Agreement. The representations and warranties contained in Section 8 of the Loan
Agreement except to the extent applicable to the U.K. Borrower or the U.K.
Collateral (and, in the case of Section 8.10, except as herein provided and
consented to) are and will be true, correct and complete in all material
respects on and as of the Third Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date or incorporate by
reference information disclosed or contained in the Exhibits to the Loan
Agreement, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
4. Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event or an Event of Default.
Section 5 MISCELLANEOUS
5. Reference to and Effect on the Loan Agreement and the Other
Loan Documents.
(1) On and after the Third Amendment Effective Date, each
reference in the Loan Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Loan
Agreement, and each reference in the other Loan Documents to the "Loan
Agreement", "thereunder", "thereof" or words of like import referring
to the Loan Agreement shall mean and be a reference to the Amended
Agreement.
(2) Except as specifically amended by this Amendment, the Loan
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(3) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy
of the Agent or any Lender under, the Loan Agreement or any of the
other Loan Documents.
<PAGE>
-4-
6. Fees and Expenses. The Borrower acknowledges that all costs,
fees and expenses as described in Section 16.9 of the Loan Agreement incurred by
------------
the Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of the Borrower.
7. Captions. The captions contained in this Amendment are for
convenience of reference only, are without substantive meaning and should not be
construed to modify, enlarge or restrict any provision.
8. Governing Law. THIS AMENDMENT SHALL BE INTERPRETED AND THE
RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE
THEREIN.
9. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts, and by the Agent, each Lender, the Parent and the
Borrower in separate counterparts, each of which shall be an original, but all
of which shall together constitute one and the same amendment; signature pages
may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Amendment (other than the provisions of Sections 1 and 2 hereof,
the effectiveness of which is governed by Section 3 hereof) shall become
effective upon the execution of a counterpart hereof by the Borrower, the
Parent, the Agent and the Lenders and receipt by the Borrower and the Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.
<PAGE>
-5-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
INTERTAN CANADA LTD. BANKBOSTON RETAIL FINANCE INC.
By: /s/James G. Gingerich By: /s/Francis D. O'Connor
----------------------- -----------------------
Name: James G. Gingerich Name: Francis D. O'Connor
Title: Vice-President Title: Director
INTERTAN, INC. CONGRESS FINANCIAL CORPORATION
By: /s/James G. Gingerich By: /s/Vicky Geist
----------------------- -----------------------
Name: James G. Gingerich Name: Vicky Geist
Title: Executive Vice-President & CFO Title: Assistant Vice-President
BANK OF AMERICA CANADA, as Agent and as
Canadian Lender
By: /s/Robert Kizell
-----------------------
Name: Robert Kizell
Title: Vice-President
<PAGE>
EXHIBIT (10(x)
--------------
June 9,1999
Jim Gingerich
46 Quail Run Blvd.
Maple, Ontario
L6A 1E9
Dear Jim:
RE: INTERTAN, INC. GRANT OF RESTRICTED STOCK
As you are aware, the Board of Directors of InterTAN, Inc. approved a grant
of restricted stock at its meeting of June 7, 1999 (the "Restricted Stock
Grant").
On behalf of the Board, I am pleased to confirm that you were selected as a
participant of the Restricted Stock Grant program. As you are aware, the
Restricted Stock Grant is performance based and vests over a three year period
provided that certain growth objectives are achieved. The details of the
Restricted Stock Grant are as set out in the attached Schedule "A".
Congratulations on your selection.
Yours truly,
InterTAN, Inc.
/s/ Jeffrey A. Losch
Jeffrey A. Losch
Vice President, Secretary
& General Counsel
<PAGE>
Schedule "A"
------------
InterTAN, Inc.
RESTRICTED STOCK GRANT
----------------------
Participants and Maximum Possible Awards:
- -----------------------------------------
<TABLE>
<S> <C>
Brian Levy 20,000
James Gingerich 8,000
Heinz Stier 6,000
Malcolm Williams 3,500
------
37,500
</TABLE>
Vesting:
- --------
Annual Grant Calculation
In equal increments annually over a three year period provided InterTAN
Consolidated Operating Income Growth is 15% or more per year. If growth is 10%
or greater but less than 15%, the vesting will be one-fifth of the annual
vesting amount for each point of growth over 10%. If growth is less than 10%,
the restricted stock will not vest for that year.
3 Year Adjustment Provision
Additionally, the number of shares granted to each participant may be
augmented if over the 3 year period, the compounded Consolidated Operating
Income Growth is 15% or greater, then all of the restricted stock not yet vested
will then vest in its entirety.
If over the 3 year period, the compounded Consolidated Operating Income
Growth is between 10% and 15% then the restricted stock shall vest in accordance
with the following table:
Consolidated Operating Percentage Entitlement of
Income Growth Maximum Possible Award
------------------ ----------------------
10.0 - 10.99% 20%
11.0 - 11.99% 36%
12.0 - 12.99% 52%
13.0 - 13.99% 68%
14.0 - 14.99% 84%
15% or greater 100%
Note that any entitlement under such formula will include any stock
previously granted during the proceeding three year period. If the Consolidated
Operating Income Growth is less than 10% for the three years, then no upward
adjustment shall be granted under the above matrix.
<PAGE>
Under no circumstances shall a participant receive an amount of restricted
stock that exceeds their respective Maximum Possible Award entitlement under the
Annual Grant Calculation and/or the 3 Year Adjustment Provision.
Change of Control:
- ------------------
All stock will vest in the event of a Change of Control (as defined in the
Deferred Compensation Plan under Section 8.5) or involuntary termination or
death (DCP section 8.6).
Treasury Stock:
- ---------------
All shares ultimately issued under this plan shall come from Treasury.
<PAGE>
Exhibit (10(y)
-------------
June 9, 1999
Brian Levy
29 Theodore Place
Thornhill, Ontario
L4J 8E2
Dear Brian:
RE: INTERTAN, INC. GRANT OF RESTRICTED STOCK
As you are aware, the Board of Directors of InterTAN, Inc. approved a grant
of restricted stock at its meeting of June 7, 1999 (the "Restricted Stock
Grant").
On behalf of the Board, I am pleased to confirm that you were selected as a
participant of the Restricted Stock Grant program. As you are aware, the
Restricted Stock Grant is performance based and vests over a three year period
provided that certain growth objectives are achieved. The details of the
Restricted Stock Grant are as set out in the attached Schedule "A".
Congratulations on your selection.
Yours truly,
InterTAN, Inc.
/s/ Jeffrey A. Losch
Jeffrey A. Losch
Vice President, Secretary
& General Counsel
<PAGE>
Schedule "A"
------------
InterTAN, Inc.
RESTRICTED STOCK GRANT
----------------------
Participants and Maximum Possible Awards:
- -----------------------------------------
Brian Levy 20,000
James Gingerich 8,000
Heinz Stier 6,000
Malcolm Williams 3,500
------
37,500
Vesting:
- --------
Annual Grant Calculation
In equal increments annually over a three year period provided InterTAN
Consolidated Operating Income Growth is 15% or more per year. If growth is 10%
or greater but less than 15%, the vesting will be one-fifth of the annual
vesting amount for each point of growth over 10%. If growth is less than 10%,
the restricted stock will not vest for that year.
3 Year Adjustment Provision
Additionally, the number of shares granted to each participant may be
augmented if over the 3 year period, the compounded Consolidated Operating
Income Growth is 15% or greater, then all of the restricted stock not yet vested
will then vest in its entirety.
If over the 3 year period, the compounded Consolidated Operating Income
Growth is between 10% and 15% then the restricted stock shall vest in accordance
with the following table:
Consolidated Operating Percentage Entitlement of
Income Growth Maximum Possible Award
- ---------------------- ----------------------
10.0 - 10.99% 20%
11.0 - 11.99% 36%
12.0 - 12.99% 52%
13.0 - 13.99% 68%
14.0 - 14.99% 84%
15% or greater 100%
<PAGE>
Note that any entitlement under such formula will include any stock
previously granted during the proceeding three year period. If the Consolidated
Operating Income Growth is less than 10% for the three years, then no upward
adjustment shall be granted under the above matrix.
Under no circumstances shall a participant receive an amount of restricted
stock that exceeds their respective Maximum Possible Award entitlement under the
Annual Grant Calculation and/or the 3 Year Adjustment Provision.
Change of Control:
- ------------------
All stock will vest in the event of a Change of Control (as defined in the
Deferred Compensation Plan under Section 8.5) or involuntary termination or
death (DCP section 8.6).
Treasury Stock:
- ---------------
All shares ultimately issued under this plan shall come from Treasury.
<PAGE>
Exhibit 21
----------
List of Subsidiaries
Of
InterTAN, Inc.
Jurisdiction of Name Under Which
Subsidiary Name Organization Subsidiary Operates
- --------------- ------------ -------------------
InterTAN Australia Ltd. New South Wales (Aus.) Tandy Electronics
InterTAN Canada Ltd. Alberta (Can.) RadioShack
Technotron Sales Corp. New South Wales (Aus.) Technotron Sales Corp.
Pty. Ltd. Pty. Ltd.
InterTAN Texas, Inc. Texas (U.S.A) InterTAN Texas, Inc.
Note: The Company sold its subsidiary in the United Kingdom, InterTAN U.K. Ltd.,
in January, 1999.
<PAGE>
Exhibit 23
InterTAN, Inc.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-74314) and
in the Registration Statements on Form S-8 (Nos. 33-63090, 33-92286, 33-29055,
333-4344, 333-16105 and 333-22011) of InterTAN, Inc. of our report dated August
17, 1999, except for Note 13, as to which the date is September 8, 1999,
appearing in Item 8 of this Annual Report on Form 10-K for the year ended June
30, 1999. We also consent to the incorporation by reference of our report dated
August 17, 1999 on the Financial Statement Schedule, which is also included in
this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Fort Worth, Texas
September 27, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 47,403
<SECURITIES> 0
<RECEIVABLES> 9,841
<ALLOWANCES> 0
<INVENTORY> 111,934
<CURRENT-ASSETS> 173,992
<PP&E> 20,123
<DEPRECIATION> 0
<TOTAL-ASSETS> 198,315
<CURRENT-LIABILITIES> 77,026
<BONDS> 0
0
0
<COMMON> 19,855
<OTHER-SE> 90,905
<TOTAL-LIABILITY-AND-EQUITY> 198,315
<SALES> 500,050
<TOTAL-REVENUES> 500,316
<CGS> 280,868
<TOTAL-COSTS> 280,868
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,280
<INCOME-PRETAX> 65
<INCOME-TAX> 24,710
<INCOME-CONTINUING> (24,645)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,645)
<EPS-BASIC> (1.76)
<EPS-DILUTED> (1.76)
</TABLE>
