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, 1997
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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.)
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:
Name of each exchange
Title of each class 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 15, 1997 was $68,302,370 based on the New York
Stock Exchange closing price on such date.
As of September 15, 1997 there were 12,009,208 shares of the
registrant's Common Stock outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 Annual Report to Stockholders are attached as
Exhibit 13 to this Annual Report on Form 10-K and are incorporated by reference
into Parts I, II and IV. Portions of the definitive Proxy Statement for the
1997 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 1997 Annual Report to Stockholders and the
definitive 1997 Proxy Statement are not to be deemed incorporated into or filed
as part of this Report.
PART I
Item 1. 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 year 1994.
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" herein below. 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 the forward-looking statements.
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 1997 Annual Report to Stockholders.
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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 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 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, 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
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
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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 through certain of its strategic alliances, 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 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 10-15 new stores in fiscal 1998. 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.
Consequently, the Company's ability to grow sales 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 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 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 all 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
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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."
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 1997. 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. 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." Additionally, certain of the Company's debt instruments are not
denominated in the functional currency of the borrower. "See Management
Discussion & Analysis of Financial Condition and Results of Operations Foreign
Currency Transaction (Gains) Losses".
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.
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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. In Canada, the Company also
operates cellular telecommunications stores (the "Cantel Stores") on behalf of
Rogers Cantel Inc. ("Cantel"). See "Geographic Analysis - Canada". 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."), an England/Wales 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., according to the context.
As at June 30, 1997, InterTAN's company-operated retail stores and
dealers totaled 1,683 consisting of 452 company-operated and 401 dealer stores
in Canada, 341 company-operated and 130 dealer stores in the U.K., and 215
company-operated and 144 dealer stores in Australia. In addition, at June 30,
1997, the Company operated 56 Cantel Stores in Canada. 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.
EMPLOYEES
As at June 30, 1997 InterTAN employed approximately 4,400 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 55 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. Types of product include: telephony products, including both
traditional 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. 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
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RadioShack, Optimus and Tandy, among others, are used under license from Tandy;
the Company's trade-marked brands include, among others, 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, Lexmark
and Sanyo (the lack of a /R/, 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. 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.
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
telephony) 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.
1997 SALES BY PRODUCT GROUP
(Rounded to nearest 1%)
Product Group Total
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Parts & Accessories 23%
Audio/Video 18%
Telephony 15%
Computers 13%
Personal Electronics 9%
Communications 5%
Other 17%
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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 focused on effective 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 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 has also
introduced RadioShack USA's "RadioShack Unlimited" program in each of its
markets. Through an in-store catalog, customers are offered thousands of unusual
and hard to find items.
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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 generally store specific and not only
help ensure that stores are 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. Although not
store specific, a form of automatic replenishment is also used in Australia.
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 Agreement."
InterTAN purchased approximately $93,000,000 of products through Tandy
in fiscal 1997. 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. While the Company from time to time enters into
exclusivity arrangements with certain suppliers (see "Business Strategy -
Strategic Alliances"), 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 13 to the Consolidated Financial Statements
contained in InterTAN's 1997 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, 1997. This table is incorporated herein by
reference.
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CANADA. As at June 30, 1997, InterTAN Canada operated a total of 452
RadioShack stores in Canada. In addition, a network of dealers accounts for a
further 401 Canadian RadioShack 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 56 Cantel Stores at June 30, 1997. See "Business Strategy
- -- Strategic Alliances".
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 were made even more difficult during
fiscal year 1997 by the consumer's resistance to the price levels of the most
recent generation of personal computers and delays in the introduction of
digital cellular products. Further, digital satellite systems, which have made
a positive contribution to retailing results in the United States, were only
introduced in Canada in late fiscal year 1997 due to regulatory restrictions and
supplier 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 1997 (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 76
Adventure Electronique 153
InterTAN's other main competitors in Canada are department stores, general
retailers and other consumer electronics 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, telephony and personal
electronics.
UNITED KINGDOM. As at June 30, 1997, InterTAN had 341 company-
operated stores and 130 dealer stores in the United Kingdom, all operating under
the Tandy name. Management has identified InterTAN U.K.'s primary competitors
as:
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Approximate No. of Stores:
--------------------------
Dixons Group* 709
Comet (Kingfisher Group) 356
Argos 394
* Includes stores trading under the banners Dixons, Currys, PC World and The
Link.
Unlike Canada and Australia, the Company's competitors in the United Kingdom
have a broad market share which results in aggressive price and promotion
competition.
Consumer electronics retailing continues to undergo significant changes in
the United Kingdom. More out-of-town superstores are being built, attracting
shoppers from the more traditional downtown or "High Street" locations. While
many of these stores offer a full range of electrical goods, their major
attraction to consumers appears to be for larger purchases such as white goods,
computers and home entertainment. There has also been a continued
rationalization in the High Street with the closure of 200 Powerhouse locations
and the failure of Escom, a computer retailer, and Colourvision, a television
and video retailer. Another competitor, Norweb, sold approximately 70 stores to
Comet. The shift to out-of-town locations, combined with the rationalization
described above, has left basically four competitors in the High Street -
InterTAN U.K., Dixons, Argos 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, 1997 InterTAN Australia had 215 company-
operated stores and 144 dealer stores. Of the 215 company-operated retail
stores, 142 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 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.
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 many economic
indicators are positive, including interest rates, continued concerns over job
security have caused consumer confidence to remain weak. Further, the entrance
into Australia of category-killer chains has put pressure on both sales and
margins. In prior years, further turmoil was created in the
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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, management believes 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, service-oriented sales staff. With 359 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 205
Brash 127
Dick Smith 77
Harvey Norman 68
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 several hundred
members.
BUSINESS STRATEGY
In the early 1990's, the Company had experienced gradually eroding
margins in all three of its markets. 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 adopted a business strategy 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. Another early step in the strategy was the relocation of the
Company's corporate headquarters from Canada to Fort Worth, Texas. This action
has better enabled InterTAN to strengthen its 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
has better enabled 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 high concentration of private label goods, emphasis on
11
core categories, reducing the number of trade marks used on private label goods,
and managing the percentage of lower margin product in the overall sales mix.
This strategy has been 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 1997, the Company's sales consisted of the
following:
Private label goods 57%
Name brand goods 30%
Computers 13%
----
100%
====
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 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. The benefits of
this strategy may be offset by the effect of other initiatives taken to
emphasize certain product lines, such as cellular, in particular products sold
through the Cantel stores, other telephony products, computers and direct to
home satellite systems. While these products have sales growth potential, they
also typically carry margins which are below the Company's average.
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 several brand names on its
private label goods 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 which - 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 currently include
computers and, previously, video games. 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 inventories and sales.
12
STRATEGIC ALLIANCES. InterTAN has the largest number of sales outlets
among consumer electronics retailers in both Canada and Australia and is among
the top four 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 Cantel,
Canada's only nationally-licensed wireless communications company. At June 30,
1997 the Company operated 56 Cantel Stores in major malls across Canada. These
stores predominantly carry Cantel's cellular communications products and
accessories. However, approximately one-quarter of the selling space is devoted
to complementary end products and accessories offered by the Company.
Additionally, most of RadioShack Canada's 452 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. In addition to the
Cantel alliance, the Company recently announced an agreement with AT&T Long
Distance Services Company ("AT&T Canada") under which the Company will market
AT&T Canada telecommunications services in all of its company-operated stores.
AT&T Canada will also fund the construction of AT&T Canada store-in-store
facilities in selected Company retail locations.
In Australia, the Company has entered into an arrangement with Optus
Communications Pty Limited ("Optus") to offer its cellular products exclusively
in Tandy Electronics' 215 company-operated stores. As a part of this
arrangement, the Company receives training programs, marketing support and a
share of future air time revenues. 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.
In the United Kingdom, the Company has also established a non-
exclusive alliance with a major cellular provider, Vodafone Limited. Financial
support from this relationship as well as from certain handset vendors enabled
the Company to construct Communications Centers in all of its 341 company-
operated stores in the United Kingdom. In addition to cellular products, these
Centers feature the full range of the Company's communications products
including, traditional telephones, answering machines, scanners, CB radios and
accessories for these products. During fiscal year 1997, the Company had also
entered into an agreement with Vobis Microcomputer AG to market that company's
personal computer line exclusively in its United Kingdom stores. However, that
relationship was terminated, by mutual agreement, in June, 1997.
The Company will continue to pursue additional alliance opportunities,
to the extent practical, 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 also operates a limited number of express stores in Canada and the
United Kingdom. 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
13
could support a second location. A selected number of clearance stores are also
operated in both Canada and 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. The Company has recently 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 each carry the "You've got questions. We've got
answers." positioning statement. The Repair Shop program and additional service
initiatives are also being featured. The Company continues to rely on a strong
flyer program, newspaper inserts and other forms of distribution of its
advertising material. Additionally, more focused 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, credit promotions and
extended product warranties are offered and featured in the Company's
advertising.
INVENTORY AND DISTRIBUTION. The additional inventory requirements
needed to implement a strategy intended to increase sales of private label goods
(see "Business Strategy - Products") as well as the introduction of the Cantel
Stores, have made it difficult to maintain inventory turns at fiscal year 1995
levels. Consequently, inventory turns decreased to 1.83 and 1.72 for fiscal
years 1996 and 1997, respectively. The larger minimum order size and longer
lead time associated with private label purchases resulted in expected holding
cost increases which are more than offset by enhanced anticipated margins.
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 helped
mitigate the impact of these strategies on inventory levels.
Management believes that InterTAN's warehouse facilities are generally
well located and efficient 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.
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. In Australia, an electronic material
picking system similar to that previously installed in Canada will be introduced
early in fiscal year 1998. The Canadian system has also been expanded and
upgraded since its introduction.
14
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
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 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. Subsequently, the same reduced letter of credit requirements were
extended to the Company's other subsidiaries. In September, 1997 the
Merchandise Agreement was further amended to permit purchase orders to be
supported by a surety bond, as well as by letters of credit.
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. 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 sub-license to its dealers and franchisees.
In consideration for these rights, the Company was obliged to pay a
sales-based royalty of 0.25% beginning in fiscal year 1996. This royalty
increases 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 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.
ADVERTISING AGREEMENT. In June 1995, the Company announced an
advertising agreement with Tandy. Under the terms of the agreement, 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.
15
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.
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. Under the current agreement, the Company's share of
these costs is capped at the 1996 level. The agreement currently expires
December 31, 1997 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 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,
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, 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.
InterTAN 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.
InterTAN's head office is located in a leased 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.
16
For additional information concerning InterTAN's properties, the
following sections of Exhibit 13 attached hereto are hereby incorporated by
reference:
Pages
-----
Rent Expense 16-17
Retail Square Feet 1
Sales Outlets 13
ITEM 3. LEGAL PROCEEDINGS.
With the exception of the matters discussed in Notes 6 and 8 of the
Notes to Consolidated Financial Statements contained in InterTAN's 1997 Annual
Report to Stockholders which appear on pages 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.
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, 1997 $ 4 $3 3/8
March, 1997 4 3/4 3 7/8
December, 1996 6 3/8 4 5/8
September, 1996 6 5/8 5 5/8
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
As of September 15, 1997, there were approximately 11,400 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
17
strategy of reinvesting all profits. Further, InterTAN is currently precluded
from paying dividends under its various loan agreements.
ITEM 6. SELECTED FINANCIAL DATA.
"Financial Highlights" contained in InterTAN's 1997 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 1997 Annual Report to
Stockholders which appears on pages 13 through 21 of Exhibit 13 attached hereto
is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following reports, statements and notes contained in InterTAN's
1997 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, 1997 - page 22
Consolidated Balance Sheets - Two years ended June 30, 1997 - page 23
Consolidated Statements of Cash Flows - Three years ended
June 30, 1997 - page 24
Consolidated Statements of Stockholders' Equity - Three years ended
June 30, 1997 - 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 1996.
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 1997 definitive
proxy statement filed with the Securities and Exchange Commission pursuant to
Regulation 14A.
18
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 1997 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 1997 definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Regulation 14A.
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 1997 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 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 in the Company's 1997 Annual Report
to Stockholders and included in Exhibit 13 attached hereto.
19
(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).
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).
20
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).
4(d) Warrant Agreement dated August 5, 1993 between
InterTAN, Inc. and 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(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(c)(iii) Third Amendment to Secured Loan Agreement with
Trans World Electronics, Inc. dated July 1, 1996
(Filed as Exhibit 10(c) to InterTAN's Quarterly
Report on Form 10-Q for quarter ended September
30, 1996 and incorporated herein by reference).
21
10(d) 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(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).
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).
22
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).
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(m)(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(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).
23
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 (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(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).
24
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 (Filed as Exhibit
10(q)(iii) to InterTAN's Annual Report on Form 10-
K for fiscal year ended June 30, 1996 and
incorporated herein by reference).
10(q)(iv) Amending Agreement dated September 11, 1996
amending the Credit Agreement (Filed as Exhibit
10(a) to InterTAN's Quarterly Report on Form 10-Q
for quarter ended September 30, 1996 and
incorporated herein by reference).
10(q)(v) Amending Agreement dated February 11, 1997
amending the Credit Agreement (Filed as exhibit
10(a) to InterTAN's Quarterly Report on Form 10-Q
for quarter ended March 31, 1997 and incorporated
herein by reference).
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(s)(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(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
25
Exhibit 10(c) to InterTAN's Quarterly Report on
Form 10-Q for quarter ended December 31, 1995 and
incorporated herein by reference).
10(u) 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).
* 13 1997 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.
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).
- -----------------
* Filed herewith
(b) No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended June 30, 1997.
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 26, 1997 /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 26th day of September 1997 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/Ron G. Stegall Director and
- ----------------------------- Chairman of the Board
Ron G. Stegall
/s/William C. Bousquette Director
- -----------------------------
William C. Bousquette
/s/John A. Capstick Director
- -----------------------------
John A. Capstick
/s/Clark A. Johnson Director
- -----------------------------
Clark A. Johnson
/s/Walter F. Loeb Director
- -----------------------------
Walter F. Loeb
/s/John H. McDaniel Director
- -----------------------------
John H. McDaniel
/s/W. Darcy McKeough Director
- -----------------------------
W. Darcy McKeough
/s/James T. Nichols
- -----------------------------
James T. Nichols 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 11, 1997, appearing on Page 38 of the 1997 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 Schedule listed in Item 14(a)
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/Price Waterhouse LLP
Fort Worth, Texas
September 11, 1997
28
Schedule II
INTERTAN, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In thousands)
YEAR ENDED JUNE 30
--------------------------------
1997 1996 1995
-------- -------- --------
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Balance, beginning of year $ 1,746 $ 1,175 $ 1,259
Additions charged to profit and loss 52 599 126
Accounts receivable charged off,
net of recoveries (259) (28) (210)
-------- -------- --------
Balance, end of year $ 1,539 $ 1,746 $ 1,175
======== ======== ========
BUSINESS RESTRUCTURING RESERVE
Balance, beginning of year $ 2,630 $ 2,610 $ 6,380
Credited to cost and expense -- -- (1,600)
Payments and other dispositions, net (1,181) 20 (2,170)
-------- -------- --------
Balance, end of year $ 1,449 $ 2,630 $ 2,610
======== ======== ========
DEFERRED TAX VALUATION ALLOWANCE
Balance, beginning of year $ 30,461 $ 28,107 $ 37,578
Additions to valuation allowance 8,828 3,610 3,427
Adjustments to valuation allowance (1,656) (329) (9,100)
Reduction in deferred tax assets -- (749) (3,690)
Foreign exchange rate effects 1,705 (178) (108)
-------- -------- --------
Balance, end of year $ 39,338 $ 30,461 $ 28,107
======== ======== ========
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).
E-1
Exhibit No. Description
----------- -----------
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).
4(d) Warrant Agreement dated August 5, 1993 between InterTAN, Inc.
and 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(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).
E-2
Exhibit No. Description
----------- -----------
10(c) (iii) Third Amendment to Secured Loan Agreement with Trans World
Electronics, Inc. dated July 1, 1996 (Filed as Exhibit 10(c)
to InterTAN's Quarterly Report on Form 10-Q for quarter ended
September 30, 1996 and incorporated herein by reference).
10(d) 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(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).
E-3
Exhibit No. Description
----------- -----------
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).
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).
E-4
Exhibit No. Description
----------- -----------
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(m)(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(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).
E-5
Exhibit No. Description
----------- -----------
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 (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(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 (Filed as Exhibit 10(q)(iii) to
InterTAN's Annual Report on Form 10-K for fiscal year ended
June 30, 1996 and incorporated herein by reference).
10(q)(iv) Amending Agreement dated September 11, 1996 amending the
Credit Agreement (Filed as Exhibit 10(a) to InterTAN's
Quarterly Report on Form 10-Q for quarter ended September 30,
1996 and incorporated herein by reference).
E-6
Exhibit No. Description
----------- -----------
10(q)(v) Amending Agreement dated February 11, 1997 amending the
Credit Agreement (Filed as exhibit 10(a) to InterTAN's
Quarterly Report on Form 10-Q for quarter ended March 31,
1997 and incorporated herein by reference).
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) Second Amendment to 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(s)(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(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).
10(u) 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).
*13 1997 Annual Report to Stockholders page 1 ("Financial
Highlights" only) and pages 13 through 38.
E-7
Exhibit No. Description
----------- -----------
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.
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).
_________________
* Filed herewith
E-8