SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 30, 2001
(Date of earliest event reported)
InterTAN, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 1-10062 75-2130875
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
3300 Highway #7, Suite 904
Concord, Ontario, Canada L4K 4M3
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(905) 760-9701
Item 2. Acquisition or Disposition of Assets
------------------------------------
On April 30, 2001, pursuant to a Share Sale Agreement dated April 10, 2001,
InterTAN, Inc., a Delaware corporation (the "Registrant"), and InterTAN Canada
Ltd., a wholly-owned subsidiary of the Registrant, each transferred and conveyed
all of their respective equity interest in InterTAN Australia Ltd., a New South
Wales corporation and wholly-owned subsidiary of the Registrant (the "Company"),
to Dick Smith Electronics Holdings Pty Ltd (the "Purchaser"), for cash
consideration paid at closing of A$114,139,649. Post-closing, the Registrant may
be required to repay a portion of the purchase price to the Purchaser, based on
the results of an audit of the Company's balance sheet as at April 30, 2001 (the
"Completion Accounts"). The price will be adjusted upwards or downwards
depending on the relationship between the net assets of the Company as
determined in the Completion accounts and the net assets as at December 31,
2000. Based on unaudited results for the period January 1, 2001 through March 31
and preliminary results for the month of April, management estimates that the
price will be adjusted downwards by approximately A$1,300,000 (approximately
$650,000). The Company owns and operates retail stores in Australia through
which it engages in the sale of a broad range of private label and brand name
consumer electronics products.
The consideration received by Registrant was determined through arms-length
negotiation between the Registrant and the Purchaser.
Item 7. Financial Statements and Exhibits.
---------------------------------
(b) Unaudited pro forma consolidated financial information
2
InterTAN, Inc.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated statements of operations for the
year ended June 30, 2000 and for the nine months ended March 31, 2001 reflect
the historical accounts of the Registrant, adjusted to give effect to the
Registrant's disposition of the Company as if the disposition had occurred as of
the beginning of each period presented.
The following unaudited pro forma consolidated balance sheet as at March 31,
2001 reflects the historical consolidated balance sheet of the Registrant
adjusted to give effect to the disposition of the Registrant's operating
subsidiary in Australia as if such dispositions had taken place on March 31,
2001.
The accounts of InterTAN Australia Ltd. are maintained in Australian dollars.
The statement of operations is translated using monthly average exchange rates
and the balance sheet has been translated at the exchange rate in effect on the
balance sheet date (as at March 31, 2001 the exchange rate was 0.4853 U.S.
dollars to the Australian dollar).
The unaudited pro forma consolidated financial information should be read in
conjunction with the historical financial statements of the Registrant. The
unaudited pro forma consolidated financial data is for informational purposes
only. It is not necessarily indicative of the results of operations or the
financial position which would have been attained had the disposition been
consummated at the foregoing dates and is not intended to project the
Registrant's financial condition on any future date or results of operations for
any future period.
3
InterTAN, Inc.
Pro Forma Consolidated Statements of Operations
For the Nine Months Ended March 31, 2001
- --------------------------------------------------------------------------------
(U.S. dollars in thousands, except per share data)
(Unaudited)
Historical
Historical InterTAN Pro Forma
Consolidated Australia Consolidated
Ltd./(1)/
------------------- -------------------- ---------------------
Net sales and operating revenues $ 387,527 $ 80,569 $ 306,958
Other income 109 94 15
------------------- -------------------- ---------------------
387,636 80,663 306,973
------------------- -------------------- ---------------------
Operating costs and expenses:
Cost of products sold 232,747 48,368 184,379
Selling, general and administrative
expenses 115,763 29,597 86,166
Depreciation and amortization 4,882 1,130 3,752
------------------- -------------------- ---------------------
353,392 79,095 274,297
------------------- -------------------- ---------------------
Operating income 34,244 1,568 32,676
Foreign currency transaction gains (losses) (268) (340) 72
Interest income 917 101 816
Interest expense, net (731) (14) (717)
------------------- -------------------- ---------------------
Income before income taxes 34,162 1,315 32,847
Provision for income taxes 15,268 275 14,993
------------------- -------------------- ---------------------
Net income $ 18,894 $ 1,040 $ 17,854
=================== ==================== =====================
Basic net income per
average common share $ 0.68 $ 0.64
Diluted net income per
average common share $ 0.66 $ 0.62
Average common shares outstanding 27,905 27,905
Average common shares outstanding
assuming dilution 28,637 28,637
The accompanying notes are an integral part of these pro forma consolidated
financial statements.
4