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 (FEE REQUIRED)
For the Fiscal Year Ended June 30, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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.)
201 Main Street, Suite 1805
Fort Worth, Texas 76102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 817-348-9701
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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 l5(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 )
1
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of September 16, 1996 was $70,702,675 based on the New York
Stock Exchange closing price on such date.
As of September 16, 1996 there were 11,312,428 shares of the
registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1996 Annual Report to Stockholders are attached as
Exhibit 13 to this Annual Report on Form lO-K and are incorporated by reference
into parts I, II and IV. Portions of the definitive Proxy Statement for the 1996
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 1996 Annual Report to Stockholders and the
definitive l996 Proxy Statement are not to be deemed incorporated into or filed
as part of this Report.
PART I
Item 1. BUSINESS
InterTAN 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" and "Tandy
Computer Center" trade names, 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 its entire foreign retail operations and
its then entire ownership interest in InterTAN and its operations, thereby
constituting InterTAN as an independent public corporation.
FACTORS THAT COULD AFFECT FUTURE PERFORMANCE
This report contains certain forward looking statements about the
business and financial condition of InterTAN, Inc. ("InterTAN" or the
"Company"), including various statements contained in "Management's Discussion
and Analysis of Financial Condition and Results of Operations." The forward-
looking statements are reasonably based on current assumptions regarding
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 forward looking statements.
2
Reliance on Tandy Relationship. Tandy, including certain of its
affiliates, is the Company's principal supplier, is the licensor of the
Company's principal trade names, and is a secured creditor of the Company.
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 3 to the Notes to Consolidated Financial Statements contained in
InterTAN's 1996 Annual Report to Stockholders.
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. 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 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 -
Other - 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 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 high degree of market recognition and have greater resources,
financial or otherwise, than the Company. In addition, some large United States
retailers have recently expanded into the Canadian market.
The Company believes that the major competitive factors in its
businesses include customer service, store location, 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 objectives. The
3
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 and U.K.
operations require 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 - Business Strategy"
and "- Products."
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 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 "- Business Strategy - Strategic Alliances."
Offering Additional Products and Services. The Company's strategy,
particularly in Canada due to its alliance with Rogers Cantel, Inc., includes
offering additional communications products and services, which may include,
among others, paging, cable television, home security monitoring and
communication, cellular phone service, local 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, 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 "- Business
Strategy - Strategic Alliances."
Reliance on Successful Expansion. 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
20 new stores in fiscal 1997. There can be no assurances that the Company will
be able to locate and obtain favorable store sites to meet its expansion 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.
Consequently, the Company's ability to grow
4
and the future of its operations will 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 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 is in discussion with
Revenue Canada regarding several issues relating to the Company's spin-off from
Tandy and the Company's former operations in continental Europe. If Revenue
Canada were to prevail in its stated position on these matters, after the
Company had unsuccessfully pursued a11 rights of appeal, the Company would
likely need to seek additional financing. Depending on the level of
reassessments, the Company may also need to seek additional financing to 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."
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 expansion plan 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."
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 several 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 and
its subsidiaries purchased approximately 30% of their inventory through Tandy in
fiscal 1996. These purchases were all made in U.S. dollars and the products
purchased were sold in Canada, the United Kingdom and Australia in local
currencies.
5
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.
DESCRIPTION OF BUSINESS
InterTAN is engaged principally in the sale of consumer electronics
products and services through company-operated retail stores and dealer outlets
in Canada, the United Kingdom and Australia. The Company also sells product to
direct resellers and end users in certain European countries where the Company
has no company-operated stores or licensed dealers. InterTAN's ongoing retail
operations are conducted through three wholly-owned subsidiaries, InterTAN
Australia Ltd. ("InterTAN Australia"), a New South Wales corporation which
operates in Australia under the trade name "Tandy Electronics", InterTAN Canada
Ltd. ("InterTAN Canada"), an Alberta corporation which operates in Canada under
the trade name "RadioShack", and InterTAN U.K. Limited ("InterTAN U.K."), a U.K.
corporation which operates in the United Kingdom under the "Tandy" trade name.
As used herein, "InterTAN" or "Company" sometimes collectively refers to
InterTAN, InterTAN Australia, InterTAN Canada and InterTAN U.K., accordinng to
the context.
In May 1993, InterTAN announced it was discontinuing its continental
European operations. These operations were closed during fiscal year 1994. In
addition, InterTAN Canada no longer trades under the Tandy Computer Center trade
name.
As at June 30, 1996, InterTAN's company-operated retail stores and
dealers totaled 1,780 consisting of 450 company-operated and 402 dealer stores
in Canada, 345 company-operated and 171 dealer stores in the U.K., and 210
company-operated and 202 dealer stores in Australia. InterTAN's company-operated
retail stores are located primarily in leased premises. 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", a "Tandy Dealer", or a "Tandy
Electronics Dealer", as applicable.
6
EMPLOYEES
As at June 30, 1996 InterTAN employed approximately 4,300 persons.
Approximately 130 of InterTAN Canada's employees are represented by unions.
Those employees are engaged in InterTAN Canada's warehousing and distribution
operations and in the Company's stores in the province of Manitoba.
Approximately 60 of InterTAN Australia's employees are represented by three
separate unions. Approximately 30 of those individuals are employed in
warehousing operations while the balance, who are repair technicians and
security monitoring staff, are represented by separate unions.
PRODUCTS AND DISTRIBUTION
InterTAN's stores carry a broad range of private label and brand name,
moderately priced, quality consumer electronics products. 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. The selection of
products offered for sale is comprehensive ranging from, among other things,
small parts and accessories to large ticket items such as stereo systems and
computers. Classes of product include: parts and accessories, audio and video
products, computer hardware and software, communication equipment, cellular
phones and other wireless services, personal electronics products, telephones
and fax machines, batteries and other small electronic items. It is management's
view that the range of products offered by InterTAN is broader than that
typically offered by others in the retail consumer electronics industry. The
product line in InterTAN stores varies from country to country due to product
availability, local laws, regulations and consumer preferences. The trade-marks
RadioShack, Optimus and Tandy are used under license from Tandy; the Company's
trade-marked brands include Genexxa and Techcessories. See "Merchandise, License
and Advertising Agreements - License Agreements." InterTAN also offers its
customers a selection of brand name products including, among others, Panasonic,
AT&T, Compaq, IBM, Sony, Fisher, Microsoft and Sanyo (the lack of a (R), TM or
SM is not intended, regarding a11 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. Brand name goods are
also used to test new products. 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.
In addition, management believes InterTAN is recognized as the leading
retailer of certain categories of products (e.g., scanners and multi-testers),
as being a primary source for other specific products (e.g., parts and
accessories and cellular phones) and as having the widest selection in a given
category (e.g., batteries). These areas of specialty and market leadership
typically generate higher gross margin returns relative to certain of the
Company's other product lines.
7
1996 SALES BY PRODUCT GROUP
(Rounded to nearest 1%)
Product Group Total
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Audio/Video 18%
Parts & Accessories 22%
Computers 14%
Communications 6%
Personal Electronics 9%
Other 31%
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100%
====
InterTAN believes that it has an efficient product distribution system
and efficient store operations systems and procedures. InterTAN has
traditionally emphasized store operations and has developed information systems
to monitor and control store performance.
The store format typically incorporates the concept of small,
strategically located stores mostly in primary and secondary retailing centers,
and provides the customer with convenience and readily available products to
meet a wide range of consumer electronic needs. InterTAN emphasizes product
knowledge and customer service. Management believes that many customers perceive
store personnel as having superior product knowledge and are, accordingly, a
trusted information resource for consumers. 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 three markets. Under this program the Company offers out of warranty
service to customers to repar a wide range of nationally branded electronic
products. Regional service centers provide repair capability within a
satisfactory turnaround period.
MANAGEMENT INFORMATION SYSTEMS
The Company has a network of point-of-sale terminals in every company-
operated store in each of the three countries in which it operates. Each of the
Company's stores has at least one or more computers which serve as point-of-sale
terminals and are linked to operations headquarters in the particular country.
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. In Canada and the United Kingdom, EPOS is also
linked directly to a system used to automatically replenish a store's stock as
inventory is sold. These programs are store specific and not only ensure that
stores are fully stocked with inventory in adequate and appropriate quantities
but also relieve store managers of time consuming stock ordering duties, leaving
them more time to spend with customers and staff. Management is currently in the
process of integrating automatic inventory replenishment into the EPOS system in
Australia. While various aspects of this system are currently operational,
implementation of the entire program will not be completed until the fourth
quarter of fiscal year 1997.
8
SUPPLIERS
InterTAN acquires approximately 30% of its inventory pursuant to a
merchandise agreement with Tandy and acquires the balance from numerous other
manufacturers located in the United States and in the countries in which
InterTAN has operations. InterTAN uses Tandy's purchasing and export agent, A&A
International, Inc. ("A&A"), a wholly-owned subsidiary of Tandy, as its
exclusive purchasing agent and exporter in the Far East. See "Merchandise,
License and Advertising Agreements - Merchandise Agreements." In addition,
InterTAN Canada previously operated a small manufacturing plant which
manufactured TV antennas and CB car antennas and packaged miscellaneous parts
and accessories. This plant was closed during fiscal 1995 and the products
previously manufactured are now purchased locally or directly from Tandy or
through A&A.
InterTAN purchased approximately $95 million of products through Tandy
in fiscal 1996. This amount is exclusive of certain costs normally associated
with cost of goods such as duties, freight and certain taxes. Under its
merchandise arrangements with Tandy, InterTAN may purchase any products which
Tandy has available for sale 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. InterTAN is not materially dependent on any one
supplier other than Tandy. See "Merchandise, License and Advertising
Agreements."
GEOGRAPHIC ANALYSIS
The principal geographic areas of operations for InterTAN are Canada,
Australia and the United Kingdom. InterTAN closed all company-operated outlets
in continental Europe during fiscal year 1994. 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 dealer
networks.
A table appears in Note 14 to the Consolidated Financial Statements
contained in InterTAN's 1996 Annual Report to Stockholders which appears on page
35 of Exhibit 13 to this Annual Report on Form 10-K which shows net sales,
operating profit and identifiable assets of the Company by geographic area for
the three years ended June 30, 1996. This table is incorporated herein by
reference.
Canada. As at June 30, 1996, InterTAN Canada operated a total of 450
RadioShack stores in Canada. In addition, a network of associated dealers
accounts for a further 402 Canadian RadioShack locations. InterTAN Canada uses a
form of contract management program in a small number of its company-operated
stores.
The consumer electronics industry in Canada is highly competitive. The
influx of "big box" retailers into the Canadian market, some of them with
origins in the United States, has added additional pressure to an already
competitive marketplace. These conditions have been made even more difficult by
the consumer's resistance to the price levels of the most recent generation of
personal computers. Further, digital satellite systems, which have made a
positive contribution to retailing results in the United States, have yet to be
introduced in Canada due to regulatory restrictions and supplier
9
constraints. Management believes that InterTAN Canada's range of products and
service orientation differentiate the Company from other consumer electronics
retailers in Canada.
Based on publicly available material, InterTAN believes that the largest
retailers in Canada in fiscal 1996 (other than department stores) which have a
product line similar to, or competitive with, products offered for sale by
InterTAN Canada were:
Approximate No. of Stores:
-------------------------
Future Shop 72
Adventure Electronique 139
InterTAN's other main competitors in Canada are department stores, general
retailers and other consumer electonics retailers.
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.
InterTAN Canada has a broad customer base. Management believes that the
Company is considered the primary place to shop for products and advice in
selected niches such as parts and accessories, cellular phones and personal
electronics.
United Kingdom. As at June 30, 1996, InterTAN U.K. had 345 company-
operated stores and 171 dealer stores in the U.K., all operating under the Tandy
name. Management has identified InterTAN U.K.'s primary competitors as:
Approximate No. of Stores:
-------------------------
Dixons/Curry's Group 771
Regional Electricity Boards 695
Comet (Kingfisher Group) 234
Consumer electronics retailing is undergoing significant change in the
United Kingdom. In the last 18 months, the number of retail outlets has declined
by approximately 650; additionally, there has been a shift from traditional
"High Street" or similar downtown or in-town locations towards out-of-town
centers. While these out-of-town centers account for approximately 35% of total
consumer electronics retail sales, they tend to have a much different product
mix than stores located in the High Street, with 70% of sales coming from white
goods and large brown goods. This shift to out-of-town locations, combined with
the closure of several chains which previously traded in downtown locations,
10
has left basically three competitors in the High Street - InterTAN U.K., Dixons
and independents. It is management's view that Dixons is InterTAN's most direct
competitor in the United Kingdom.
Management believes that the shift towards out-of-town retailing will
provide the Company with several strategic opportunities to fill the retail gap
left in the High Street. Management believes that certain customer profiles will
continue to shop in High Street locations and there will be continuing customer
demand for products such as portable electronics and accessories from recognized
retailers in those locations.
Australia. As at June 30, 1996 InterTAN Australia had 210 company-
operated stores and 202 dealer stores. Of the 210 company-operated retail
stores, 146 are 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
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 payments and duties 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 placing responsibility for bottom
line performance on the contract manager.
While the retailing of household goods in Australia is showing signs of
improvement, performance in this category is still weak in comparison with other
retail sectors, such as recreational goods and food. While the drought
conditions in certain parts of Australia are improving, the general economic
conditions in rural Australia continue to be poor. Further, the entrance into
Australia of several new category-killer chains has put pressure on both sales
and margins. In prior years, further turmoil was created in the marketplace as
several of the Company's competitors went through periods of financial
reorganization which resulted in downward pressure on pricing of certain
products.
As the economy in Australia begins to improve, the Company is positioned
to take advantage of the opportunity to increase sales by building on its market
strengths - a large number of convenient sales outlets, a broad product
offering, including many unusual and hard to find items, and a well - trained
and service oriented sales staff. With 412 company-operated and dealer
locations, InterTAN Australia is Australia's largest consumer electronics retail
chain in number of locations.
Management believes that InterTAN's primary competitors in Australia
are:
Approximate No. of Stores:
--------------------------
Vox 240
Brash 128
Dick Smith 78
Harvey Norman 59
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There are few fully independent consumer electronics retailers in Australia
since many of the independently owned electronics retailers are members of
large buying groups such as Betta and Retravision, each having approximately 300
and 525 members, respectively.
Business Strategy
In recent years, the Company had experienced gradually eroding margins
in its markets in Canada, Australia and the United Kingdom. Management believes
that one of the factors which contributed to this decline in margins was a shift
in the product mix from higher margin private label products, sourced primarily
through Tandy, to lower margin nationally branded products. In response to this
and other concerns, InterTAN has adopted a business strategy intended to refocus
the Company in its unique market niche and to incorporate many of the new
service initiatives created by Tandy's RadioShack division. As a first step in
implementing this strategy, the Company appointed new management at corporate
headquarters and in the Canadian and United Kingdom subsidiaries. A marketing
director was also added to the Australian subsidiary. These individuals were
recruited not only for their broad-based business skills, but more importantly
for their extensive retail experience. The new strategy also involved the
relocation of the Company's corporate headquarters from Canada to Fort Worth,
Texas. This step was intended to strengthen InterTAN's strategic relationship
with Tandy.
The Company has an agreement with Tandy to enable it to take advantage
of certain marketing and service initiatives introduced by RadioShack USA. These
include the positioning statement "You've got questions. We've got answers." and
the service initiatives: "The Repair Shop at RadioShack"; "RadioShack Express";
and "RadioShack Unlimited". See "Merchandise, License and Advertising
Agreements - Advertising Agreement." Being located in Fort Worth should better
enable the Company to maximize the benefits of these new initiatives. The key
elements of InterTAN's business strategy are discussed more fully below.
Products. InterTAN's strategy focuses on a product plan dedicated to
profitable sales growth by improving operating margins while at the same time
increasing sales. Cornerstones of this plan are a product offering which
includes a higher concentration of private label goods, emphasis on core
categories, simplifing the number of private label offerings and managing the
performance of lower margin product groups. This strategy will be complemented
by the introduction of certain of Tandy's service initiatives designed not only
to produce revenue in their own right, but also to increase traffic in the
Company's stores.
During fiscal year 1996, the Company's sales consisted of the following:
Private label goods 59%
Name brand goods 27%
Computers l4%
----
l00%
====
The Company's objective is to gradually increase the percentage in the
product mix of higher margin private label goods from the present level. In
order to achieve this objective, the Company is working more closely with A&A,
which should enable the Company to expand the range of private label products
available to its customers and to leverage Tandy's sourcing capabilities to
negotiate
12
favorable prices and product offerings with Far East vendors. Increasing the
level of private label products in the merchandise mix will be a gradual process
as these products require longer lead times. Success in attaining this goal
could also be influenced by a surge in popularity of products, such as personal
computers and cellular phones, for which no private label offering is currently
available.
InterTAN has identified six categories which yield attractive margins and in
which management believes the Company has a strong position in all of its
markets. These include parts and accessories, telephones (including answering
machines and fax machines), cellular phones, personal electronics products,
communications equipment and batteries. These categories are emphasized in the
Company's merchandising and marketing programs. InterTAN believes that regular
promotion of these items and displaying them in a prominent place in its stores
will result in higher sales and margins.
In prior periods the Company utilized on its private label goods several brand
names which were used under license from Tandy. In addition, InterTAN had
developed many of its own brand names. Management believes that the numerous
private label names then in use not only resulted in customer confusion but also
increased the Company's product sourcing and marketing costs. In response to
these concerns, the number of private label brand names has been reduced to
five. Three of those - RadioShack, Optimus and Tandy - are used under license
from Tandy. The remaining two - Genexxa and Techcessories - were developed and
are owned by InterTAN and are typically used on private label goods sourced from
a supplier other than Tandy.
The final cornerstone of InterTAN's product strategy is managing the impact of
lower margin product categories. These categories include but are not limited
to, computers and video games. The Company has de-emphasized sales of video
games in all of its operations and will, in most cases, only stock the most
popular items. The Company has also reached an agreement in Canada with a
leading supplier of video and computer games and software to stock those items
in RadioShack Canada stores on a sale or return basis. This has reduced
inventory costs and obsolescence risks associated with those products. While
computers yield relatively low margins, the Company believes it is necessary to
stock and display them to meet customer expectations and to stimulate sales of
higher margin accessories and components. To minimize the impact on overall
margins, the Company carefully monitors the level of computer sales to ensure
that their share of the total sales mix is kept at a manageable level.
STRATEGIC ALLIANCES. InterTAN has the largest number of sales outlets among
consumer electronics retailers in both Canada and Australia and is among the top
three in the United Kingdom. The Company has over twenty years of retail
experience in all 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 announced in the
fourth quarter of fiscal year 1996 between RadioShack Canada and Rogers Cantel,
Inc. ("Cantel"), Canada's only nationally-licensed wireless communications
company. Cantel will initially build 70 to 100 retail stores in major malls
across Canada; RadioShack Canada will manage the majority of those stores. The
stores will predominantly carry Cantel's existing and new products. However,
approximately one quarter of the selling space will be devoted to the Company's
end products and accessories. Additionally, most of
13
RadioShack Canada's 450 company-operated stores will exclusively feature Cantel
wireless communications products and services. Cantel will fund the fixturing of
"Wireless Specialists" 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.
The Company has already established alliances with major cellular carriers in
both Australia and the United Kingdom and will continue to pursue alliance
opportunities, to the extent practicable, in other areas of its business in all
three countries.
RETAIL OPERATIONS. InterTAN will maintain its current strategy of leasing
conveniently located stores in malls in Canada, malls and High Street locations
in the United Kingdom and malls and street locations in Australia. The Company
is also testing smaller formats, including the express store concept and retail
kiosks, in Canada and the United Kingdom. These formats 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. A selected number of clearance stores are also being tested
in the United Kingdom.
ADVERTISING. Traditionally, InterTAN's advertising approach has been strongly
product and price oriented and skewed heavily toward the utilization of print
media with broadcast media support only occurring during the Christmas selling
season. During fiscal year 1996, the Company added informative image
advertising to promote its strength of having knowledgeable and service
oriented sales associates whom consumers can trust to take the "technological
mystery" out of their electronics purchases. Also, specific advertising with an
emphasis on service was created as The Repair Shop program and other service
initiatives were launched in each of the countries, thereby giving consumers
additional reasons to buy, other than promotional prices alone. This strategy
was supported by additional television image advertising outside of the
Christmas period. In addition, InterTAN's flyer, catalog, newspaper insert and
other newspaper advertising programs now carry the "You've got questions. We've
got answers." positioning statement. The Repair Shop program and additional
service initiatives were also featured as they were introduced. The Company
continues to rely on a strong flyer program including direct mailings to
households, newspaper inserts and other forms of distribution of its pre-printed
advertising material. In Canada, for example, during fiscal year 1996 the
Company's flyer program reached over 50% of Canadian households on a regular
basis. Additional direct mail promotions were made to encourage repeat business
in the Company's core categories where it has strong market positions and
attractive margins. As well, innovative credit promotions and extended product
warranties were offered and featured in the Company's advertising.
INVENTORY AND DISTRIBUTION. Management believes that initiatives taken in the
Management Information Systems area, including the installation of EPOS systems
in all three countries and the use of automatic stock replenishment in Canada
and the United Kingdom, combined with increased management attention focused on
inventory flow, have generated higher inventory turns. The inventory turn ratio
had increased steadily in recent years rising from 1.67 for fiscal year 1993 to
1.81 for the 1994 fiscal year and to 1.86 for fiscal year 1995. While management
has continued to focus on inventory control, the additional inventory
requirements needed to increase sales of private label goods (see "Business
Strategy - Products") have made it difficult to maintain inventory turns at
fiscal year 1995 levels. Consequently, inventory turns decreased to 1.83 for
fiscal year 1996. The larger
14
minimum order size and longer lead time associated with private label purchases
present risks that cannot be eliminated.
Management believes that InterTAN's warehouse facilities are generally well
located and efficent in each country. Late in fiscal year 1995, the parts
warehouse in Canada was consolidated with the central warehouse to take
advantage of excess capacity. This action has resulted in lower costs and
improved effectiveness. A number of changes were made to the warehouse in the
United Kingdom, including recruitment of new management, changes to the physical
layout and improved security, all intended to improve performance, productivity
and cost control.
Management implemented improvements to its material handling systems in
fiscal 1994 wich continue to increase productivity. Specifically, an electronic
material picking system was installed in InterTAN's Canadian warehouse
operations, which has increased the speed, accuracy and efficiency of inventory
distribution. During fiscal year 1995, a new system for picking parts was
introduced in Canada which has further increased the efficiency of inventory
distribution. In the United Kingdom, a conveyorized batch picking system was
installed late in fiscal year 1994 which has improved productivity and the flow
of goods. During fiscal year 1995, InterTAN U.K. commenced a major enhancement
of its computer hardware and software. The roll out of this new system was
completed in fiscal year 1996 and has produced improved warehousing and
distribution efficiencies. Early in fiscal year 1996, a new carrier was engaged
in the United Kingdom to distribute inventory from the warehouse to the stores.
One of the benefits of this new arrangement is the more frequent inventory
replenishment of the InterTAN U.K. stores.
MERCHANDISE, LICENSE AND ADVERTISING AGREEMENTS
MERCHANDISE AGREEMENT. In October 1993 the Company and Tandy entered into a
new Merchandise Agreement. This agreement requires the Company to use A&A as
its exclusive exporter of products from the Far East during the term thereof.
Consequently, the Company must pay A&A an annual purchasing agent/exporter fee
equal to $1 million plus 0.2% of the Company's consolidated sales in excess of
$500 million less certain credits the Company earns by purchasing products from
Tandy and A&A.
The Merchandise Agreement originally required the Company to provide
irrevocable letters of credit to A&A in support of 100% of outstanding
inventory purchase orders. In May 1994, this provision was amended to lower the
level of letter of credit coverage to a minimum of 60% during the December to
April period gradually rising to 90% in August. In October, 1995, agreement was
reached to further lower the letter of credit requirements on certain Canadian
purchases. The Company has recently reached agreement with Tandy whereby the
same reduced letter of credit requirements have been extended to the Company's
other subsidiaries.
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.
15
LICENSE AGREEMENTS. In October and November, 1993 the Company entered into a
series of license agreements with Tandy. These agreements permit InterTAN to use
the "RadioShack" trade name in Canada, the "Tandy" trade name in the United
Kingdom and the "Tandy Electronics" trade name in Australia and New Zealand.
Effective July 1, 1996, the expiry dates of these license agreements were
extended from June 30, 2000 to June 30, 2006, 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 sublicense to its dealers and franchisees.
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 will
increase by up to 0.25% each fiscal year until it reaches a maximum of up to
1.0% in fiscal year 1999.
Both the Merchandise Agreement and the license agreements may be revoked by
Tandy in the event of a change in control of InterTAN, the default by the
Company in payment of certain indebtedness owing to Tandy or a breach of the
terms of the agreements.
The rights to use the trade names licensed by Tandy are currently, and in
varying degrees (depending on the country of business), essential to InterTAN's
marketing ability. The loss of the licenses, particularly the license for the
RadioShack trade name for Canada, could have a material adverse impact on the
business of InterTAN. Because Tandy's U.S. advertising program includes
television advertising received in parts of Canada, and because InterTAN
Canada's RadioShack stores have a high profile and wide acceptance, the
license to use Tandy's trademarks in Canada is more valuable than in the
other countries in which InterTAN operates.
ADVERTISING AGREEMENT. In June 1995, the Company announced an advertising
agreement (the "InterTAN Advertising Agreement") with Tandy. Under the terms of
the InterTAN Advertising Agreement, the Company is entitled to the limited use
of certain materials and marks developed by or for Tandy since January 1, 1994,
including the service marks and the trademarks "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 InterTAN Advertising Agreement are vested in the
Company by being added to the license agreements described above. In
consideration for use of the materials and marks developed during calendar year
1994, the Company paid to Tandy a one-time license fee of $100,000. With respect
to materials and marks developed during the term of the agreement, the Company
has agreed to pay to Tandy 6% of Tandy's cost, as defined, of developing such
materials and marks. The agreement currently expires December 31, 1996 but may,
at the Company's request, and at Tandy's option, be extended.
OTHER
SEASONALITY. InterTAN's business is seasonal, with sales peaking in the
November - December Christmas selling season. The United Kingdom and Australian
operations were historically reported with a one month lag. Effective with
fiscal year 1995, these subsidiaries changed their fiscal year end from May 31
to June 30 to coincide with that of the parent company. This change in reporting
did not have a material effect on the annual consolidated financial statements.
Cash flow requirements are also
16
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 and
management is not aware of any direct competitors in the niche market in which
the Company operates in most of InterTAN's markets. However, 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.
Item 2. PROPERTIES.
InterTAN owns three 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, a 152,000 square-foot building (owned by InterTAN Australia) containing
office and warehouse space in Mount Druitt, New South Wales, Australia, where
the headquarters of InterTAN Australia are located, and a 43,000 square-foot
building (owned by InterTAN U.K.) located near Birmingham, England, where the
headquarters for InterTAN U.K. and a properties warehouse are located.
IntertTAN U.K. leases three facilities totaling 136,000 square feet near
Birmingham, England in which the Company's distribution center and repair
facilities are located.exit
InterTAN's head office is located in a 6,675 square-foot facility in Fort
Worth, Texas.
With the exception of a retail store being located in each of InterTAN's three
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.
For additional information concerning InterTAN's properties, the following
sections of Exhibit 13 attached hereto are hereby incorporated by reference:
Page
----
Rent Expense 17
Retail Square Feet 1
Sales Outlets 13
Item 3. LEGAL PROCEEDINGS.
With the exception of the matters discussed in Notes 5 and 9 of the Notes to
Consolidated Financial Statements contained in InterTAN's 1996 Annual Report to
Stockholders which appear on pages 29 and 30 and 32, respectively, of Exhibit 13
attached hereto, 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.
17
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 1996 6 7/8 5 1/4
March 1996 6 1/2 4 5/8
December 1995 9 3/8 7 1/8
September 1995 10 7 1/4
June 1995 7 7/8 6 5/8
March 1995 8 7/8 6 3/4
December 1994 8 3/4 6 3/4
September 1994 7 3/8 5 1/2
As of September 16, 1996, there were approximately 11,700 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 both the
Tandy Loan Agreement and the Syndicated Loan Agreement.
ITEM 6. SELECTED FINANCIAL DATA.
"Financial Highlights" contained in InterTAN's 1996 Annual Report to
Stockholders which appears on page 1 of Exhibit 13 attached hereto is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" contained in InterTAN's 1996 Annual Report to Stockholders which
appears on pages 13 through 21 of Exhibit 13 attached hereto is incorporated
herein by reference.
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following reports, statements and notes contained in InterTAN's 1996
Annual Report to Stockholders which appear on the indicated pages of Exhibit 13
attached hereto are incorporated herein by reference:
Report of Independent Accountants - page 38
Consolidated Statements of Operations - Three years ended June 30, 1996
- page 22
Consolidated Balance Sheets - Two years ended June 30, 1996 - page 23
Consolidated Statements of Cash Flows - Three years ended June 30, 1996
- page 24
Consolidated Statements of Stockholders' Equity - Three years ended June
30, 1996 - page 25
Notes to Consolidated Financial Statements - pages 26-37
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 1995.
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 1996 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 1996
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 1996 definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Regulation 14A.
19
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information called for by this Item with respect to certain
relationships and transactions with management and others has been omitted
pursuant to General Instruction G(3) to Form 10-K. This information is
incorporated by reference from the 1996 definitive proxy statement filed
with the Securities and Exchange Commission pursuant to Regulation 14A.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
(1) Financial Statements
The consolidated financial statements of InterTAN
incorporated by reference in this Form 10-K are listed
in the index given in Item 8.
(2) Financial Statement Schedules:
Financial Statement Schedule VIII 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 in the
Company's 1996 Annual Report to Stockholders and
included in Exhibit 13 attached hereto.
(3) 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).
20
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.
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) Secured Loan Agreement with Trans World Electronics, Inc. (Filed
as Exhibit 10(g) to InterTAN's Annual Report on Form 10-K for
fiscal year ended June 30, 1993 and incorporated herein by
reference).
21
10(c)(i) First Amendment to Secured Loan Agreement with Trans World
Electronics, Inc. dated January 4, 1994 (Filed as Exhibit
10(e)(i) to InterTAN's Annual Report on Form 10-K for fiscal
year ended June 30, 1994 and incorporated herein by reference).
10(c)(ii) Second Amendment to Secured Loan Agreement with Trans World
Electronics, Inc. dated as of May 6, 1994 (Filed as Exhibit
10(g)(i) to InterTAN's Quarterly Report on Form 10-Q for quarter
ended March 31, 1994 and incorporated herein by reference).
10(d) Warrant Agreement with Trans World Electronics, Inc. (Filed as
Exhibit 10(h) to InterTAN's Annual Report on Form 10-K for
fiscal year ended June 30, 1993 and incorporated herein by
reference).
10(e) Registration Rights Agreement between InterTAN, Inc. and Trans
World Electronics, Inc. (Filed as Exhibit 10(i) to InterTAN's
Annual Report on Form 10-K for fiscal year ended June 30, 1993
and incorporated herein by reference).
10(f) 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(g) 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(h) 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(h)(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).
22
10(i) 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(j) 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(k) 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(1) Retirement and Severance Agreement dated July 31, 1994 between
InterTAN, Inc. and Louis G. Neumann (Filed as Exhibit 10(1) to
InterTAN's Annual Report on Form 10-K for fiscal year ended June
30, 1995 and incorporated herein by reference).
10(m) 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(m)(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(m)(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(m)(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).
23
10(n) 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(o) 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(o)(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(p) 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(p)(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(p)(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(p)(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.
10(q) Credit Agreement dated as of May 6, 1994 (Filed as Exhibit
10(q) to InterTAN's Quarterly Report on Form 10-Q for quarter
ended March 31, 1994 and incorporated herein by reference).
24
10(q)(i) Amending Agreement and Extension Agreement, each dated as of
April 25, 1995, amending and extending Credit Agreement (Filed
as Exhibit 10(q)(i) to InterTAN's Annual Report on Form 10-K for
fiscal year ended June 30, 1995 and incorporated herein by
reference).
10(q)(ii) Amending Agreement dated March 1, 1996, amending and extending
Credit Agreement (Filed as Exhibit 10(c) to InterTAN's Quarterly
Report on Form 10-Q for quarter ended March 31, 1996 and
incorporated herein by reference).
* 10(q)(iii) Amending Agreement dated June 25, 1996, amending and extending
Credit Agreement.
10(r) Inventory Repurchase Agreement dated as of May 6, 1994 (Filed as
Exhibit 10(r) to InterTAN's Quarterly Report on Form 10-Q for
quarter ended December 31, 1994 and incorporated herein by
reference).
10(s) 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(s)(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(t) 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).
* 11 Statement of Computations of Earnings per Share.
* 13 1996 Annual Report to Stockholders page 1 ("Financial
Highlights" only) and pages 13 through 38.
21 Subsidiaries of InterTAN, Inc. (Filed as Exhibit 21 to
InterTAN's Annual Report on Form 10-K for fiscal year
ended June 30, 1995 and incorporated herein by reference).
25
* 23 Consent of Independent Accountants
* 27 Article 5 Financial Data Schedule
- --------------
* Filed herewith
(b) No reports on Form 8-K were filed during the fourth quarter of the fiscal
year ended June 30, 1996.
26
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, 1996 /s/James T. Nichols
-------------------------------------
James T. Nichols
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 1996 by the
following persons on behalf of InterTAN, Inc. and in the capacities indicated.
Signature Title
- --------- -----
/s/James G. Gingerich Senior Vice President and
- -------------------------- Chief Financial Officer
James G. Gingerich (Principal Financial Officer)
/s/Douglas C. Saunders Vice President and
- -------------------------- Corporate Controller
Douglas C. Saunders (Principal Accounting Officer)
/s/John A. Capstick Director and
- -------------------------- Chairman of the Board
John A. Capstick
/s/Brian H. Christopher
- --------------------------
Brian H. Christopher Director
/s/Clark A. Johnson
- --------------------------
Clark A. Johnson Director
/s/Walter F. Loeb
- --------------------------
Walter F. Loeb Director
/s/John H. McDaniel
- --------------------------
John H. McDaniel Director
/s/W. Darcy McKeough
- --------------------------
W. Darcy McKeough Director
/s/Ron. G. Stegall
- --------------------------
Ron G. Stegall Director
27
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 September 18, 1996, appearing on Page 38 of the 1996 Annual Report to
Shareholders of InterTAN, Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K),
also included an audit of the Financial Statement Schedules listed in Item 14(a)
of this Form 10-K. In our opinion, these Financial Statement Schedules present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Fort Worth, Texas
September 18, 1996
SCHEDULE VIII
InterTAN, Inc.
Valuation and Qualifying Accounts and Reserves
(In thousands)
Business Restructuring Reserve
Deducted Deducted Deducted Included Included in Total
from from from Other in in Other
Inventory Property and Non-Current Accrued Non-Current
Equipment Assets Expenses Liabilities
-----------------------------------------------------------------------------------------
Balance, June 30, 1993 $ 25,140 $ 21,926 $ 858 $ 26,507 $ 5,400 $ 79,831
Payments and other
dispositions, net (25,140) (21,926) (858) (20,127) (5,400) (73,451)
--------- --------- -------- --------- --------- ---------
Balance, June 30, 1994 - - - 6,380 - 6,380
Credited to cost
and expense - - - (1,600) - (1,600)
Payments and other
dispositions, net - - - (2,170) - (2,170)
--------- --------- -------- --------- --------- ---------
Balance, June 30, 1995 - - - 2,610 - 2,610
Payments and other
dispositions, net - - - 20 - 20
--------- --------- -------- --------- --------- ---------
Balance, June 30, 1996 $ - $ - $ - $ 2,630 $ - $ 2,630
========= ========= ======== ========= ========= =========
SCHEDULE VIII
InterTAN, Inc.
Valuation and Qualifying Accounts and Reserves
(In thousands)
Year ended June 30
--------------------------------------------
1996 1995 1994
---------- ---------- ----------
Allowance for Doubtful Accounts
Balance, beginning of year $ 1,175 $ 1,259 $ 1,308
Additions charged to profit and loss 599 126 375
Accounts receivable charged off,
net of recoveries (28) (210) (424)
---------- ---------- ----------
Balance, end of year $ 1,746 $ 1,175 $ 1,259
========== ========== ==========
Deferred Tax Valuation Allowance
Balance, beginning of year $ 28,107 $ 37,578 $ -
Additions to valuation allowance 3,610 3,427 54,987
Adjustments to valuation allowance (329) (9,100) (17,828)
Reduction in deferred tax assets (927) (3,690) -
Other - (108) 419
---------- ---------- ----------
Balance, end of year $ 30,461 $ 28,107 $ 37,578
========== ========== ==========
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.
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).
Exhibit No. Description
----------- -----------
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) Secured Loan Agreement with Trans World Electronics,
Inc. (Filed as Exhibit 10(g) to InterTAN's Annual
Report on Form 10-K for fiscal year ended June 30, 1993
and incorporated herein by reference).
10(c)(i) First Amendment to Secured Loan Agreement with Trans
World Electronics, Inc. dated January 4, 1994 (Filed as
Exhibit 10(e)(i) to InterTAN's Annual Report on Form
10-K for fiscal year ended June 30, 1994 and
incorporated herein by reference).
10(c)(ii) Second Amendment to Secured Loan Agreement with Trans
World Electronics, Inc. dated as of May 6, 1994 (Filed
as Exhibit 10(g)(i) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended March 31, 1994 and
incorporated herein by reference).
10(d) Warrant Agreement with Trans World Electronics, Inc.
(Filed as Exhibit 10(h) to InterTAN's Annual Report on
Form 10-K for fiscal year ended June 30, 1993 and
incorporated herein by reference).
10(e) Registration Rights Agreement between InterTAN, Inc.
and Trans World Electronics, Inc. (Filed as Exhibit
10(i) to InterTAN's Annual Report on Form 10-K for
fiscal year ended June 30, 1993 and incorporated herein
by reference).
10(f) 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(g) 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).
Exhibit No. Description
----------- -----------
10(h) 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(h)(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(i) 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(j) 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(k) 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(l) 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(m) 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(m)(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).
Exhibit No. Description
----------- -----------
10(m)(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(m)(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(n) 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(o) 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(o)(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(p) 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(p)(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(p)(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).
Exhibit No. Description
----------- -----------
*10(p)(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.
10(q) Credit Agreement dated as of May 6, 1994 (Filed as
Exhibit 10(q) to InterTAN's Quarterly Report on Form
10-Q for quarter ended March 31, 1994 and incorporated
herein by reference).
10(q)(i) Amending Agreement and Extension Agreement, each dated
as of April 25, 1995, amending and extending Credit
Agreement (Filed as Exhibit 10(q)(i) to InterTAN's
Annual Report on Form 10-K for fiscal year ended June
30, 1995 and incorporated herein by reference).
10(q)(ii) Amending Agreement dated March 1, 1996, amending and
extending Credit Agreement (Filed as Exhibit 10(c) to
InterTAN's Quarterly Report on Form 10-Q for quarter
ended March 31, 1996 and incorporated herein by
reference).
*10(q)(iii) Amending Agreement dated June 25, 1996, amending and
extending Credit Agreement.
10(r) Inventory Repurchase Agreement dated as of May 6, 1994
(Filed as Exhibit 10(r) to InterTAN's Quarterly Report
on Form 10-Q for quarter ended December 31, 1994 and
incorporated herein by reference).
10(s) 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(s)(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(t) 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).
Exhibit No. Description
----------- -----------
* 11 Statement of Computations of Earnings per Share.
* 13 1996 Annual Report to Stockholders page 1 ("Financial
Highlights" only) and pages 13 through 38.
21 Subsidiaries of InterTAN, Inc. (Filed as Exhibit 21 to
InterTAN's Annual Report on Form 10-K for fiscal year
ended June 30, 1995 and incorporated herein by
reference).
* 23 Consent of Independent Accountants.
* 27 Article 5 Financial Data Schedule.
_________________
* Filed herewith