Document/Exhibit Description Pages Size
1: 10-K 1993 10K 88± 407K
2: EX-2.(B) 1993 10K Exhibit 2B 13± 51K
3: EX-2.(C) 1993 10K Exhibit 2C 54± 209K
4: EX-2.(D) 1993 10K Exhibit 2D 51± 205K
5: EX-4.(A) 1993 10K Exhibit 4A 79± 321K
6: EX-4.(B) 1993 10K Exhibit 4B 41± 172K
7: EX-4.(C)(I) 1993 10K Exhibit 4C(I) 75± 266K
8: EX-4.(C)(II) 1993 10K Exhibit 4C(Ii) 5± 22K
9: EX-4.(D) 1993 10K Exhibit 4D 9± 36K
10: EX-4.(E) 1993 10K Exhibit 4E 7± 31K
11: EX-10.(A) 1993 10K Exhibit 10A 12± 44K
12: EX-10.(B) 1993 10K Exhibit 10B 5 26K
13: EX-10.(C) 1993 10K Exhibit 10C 16± 54K
14: EX-10.(D) 1993 10K Exhibit 10D 16± 58K
15: EX-10.(E) 1993 10K Exhibit 10E 16± 56K
16: EX-10.(F) 1993 10K Exhibit 10F 16± 58K
17: EX-10.(G) 1993 10K Exhibit 10G 12± 44K
18: EX-10.(H) 1993 10K Exhibit 10H 1 8K
19: EX-10.(I) 1993 10K Exhibit 10I 11± 48K
20: EX-10.(K) 1993 10K Exhibit 10K 1 9K
21: EX-10.(M) 1993 10K Exhibit 10M 48± 181K
22: EX-10.(N) 1993 10K Exhibit 10N 31± 116K
23: EX-10.(O) 1993 10K Exhibit 10O 12± 51K
24: EX-10.(P) 1993 10K Exhibit 10P 11± 49K
25: EX-11 1993 10K Exhibits 11 and 12 4± 26K
26: EX-22 1993 10K Exhibit 22 1 8K
27: EX-23 1993 10K Exhibit 23 1 10K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR
THE TRANSITION PERIOD
Commission file number 1-5571
TANDY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-1047710
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 One Tandy Center, Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(817) 390-3700
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
Common Stock, par value $1 per share New York Stock Exchange
10% Subordinated Debentures due 1994 New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
$2.14 Depositary Shares New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO 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 ___
As of March 22, 1994, the aggregate market value of the
voting stock held by non-affiliates of the registrant was
$3,001,535,742 based on the New York Stock Exchange closing
price.
As of March 22, 1994, there were 63,812,277 shares of
the registrant's Common Stock outstanding.
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
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. ___
Documents Incorporated by Reference
Portions of the Proxy Statement for the 1994 Annual Meeting
of Stockholders are incorporated by reference into Part III.
The Index to Exhibits is on Sequential Page No. 63.
Total Pages 422.
(This page intentionally left blank.)
PART I
ITEM 1. BUSINESS.
GENERAL
The Company engages in the retail sale of consumer
electronics including personal computers primarily in the
United States. The Company's retail operations include the
Radio Shack, McDuff Electronics, VideoConcepts, The Edge in
Electronics, Computer City and Incredible Universe store
chains as well as some new concepts which it is testing.
These new test concepts are Famous Brand Electronics
Warehouse, Energy Express Plus and Audio Video & Computers.
Radio Shack. Radio Shack is the Company's largest
operating division. At December 31, 1993, Radio Shack
had 4,553 company-owned stores located throughout the
United States. These stores average approximately
2,370 square feet in area and are located in major
malls, strip centers and individual store fronts,
primarily in metropolitan markets. To provide service
to smaller communities, Radio Shack had on the same date
a network of 2,002 dealer/franchise stores. The dealers
are generally engaged in other retail operations and
augment their sales with Radio Shack products. In
addition, Radio Shack had 65 international dealers at
December 31, 1993.
The 4,553 company-owned stores carry a broad
assortment of electronic parts and accessories,
audio/video equipment, cellular and conventional
telephones as well as specialized products such as
scanners, electronic toys and personal computers. The
personal computers offered through these consumer stores
primarily target entry level users seeking computers for
home, individual and small business use.
Tandy Name Brand Retail Group. The Tandy Name
Brand Retail Group is comprised of VideoConcepts, McDuff
Electronics and The Edge in Electronics retail outlets.
At December 31, 1993, this group operated a total of 322
stores which sell name brand televisions, audio
equipment, personal computers and other electronic
products and appliances.
The Tandy Name Brand Retail Group operates two
distinctly different types of store formats -- mall
stores and supercenters. The 231 mall stores average
3,100 square feet in size while the 75 supercenters,
which are located in stand-alone or strip center
locations, average 12,200 square feet. Mall stores sell
primarily electronic, audio and video products. The
supercenter product offerings also include major
appliances.
The Company closed approximately 110 Tandy Name
Brand Retail Group stores in the first quarter of 1993.
See "Management's Discussion and Analysis of Results of
Operations and Financial Condition" found in Item 7 and
Note 4 of the Notes to Consolidated Financial Statements
for more information.
"The Edge in Electronics" began operating in 1990.
This chain of electronic boutique stores is designed for
mall customers interested in fashionable personal and
portable name brand electronics. As of December 31,
1993, these 16 stores were located in major malls and
averaged approximately 1,100 square feet.
Computer City. As of December 31, 1993, the
Company had 40 Computer City stores open, three of which
were in Europe. The Computer City chain operates as a
supercenter format featuring many name brand computers,
software and related products, including U. S. Logic,
Tandy, IBM, Apple, Sony, Lotus, Borland, Microsoft,
Packard-Bell, Compaq, AST and Hewlett-Packard. These
stores average about 23,500 square feet and carry more
than 5,000 products. The Company has opened two new
stores since December 31, 1993 and plans to open an
additional 22 stores later in 1994.
Incredible Universe. In August 1993 Incredible
Universe became a separate division of Tandy. At
December 31, 1993, Tandy operated three Incredible
Universe stores: one in Portland, Oregon; a second in
Arlington, Texas; and a third store located in northeast
Dallas, Texas. These 160,000 to 200,000 square foot
stores offer a broad selection of consumer electronics
and appliances. The Company recently opened its fourth
store in Miami, Florida, and announced plans to open
stores in Tempe, Arizona; Columbus, Ohio; Sacramento,
California and Hollywood, Florida. In addition, more
Incredible Universe stores are currently planned for
1994 and 1995.
Supporting the retail operations is an extensive
infrastructure that includes:
A&A International, Inc. - This wholly owned
subsidiary of the Company serves the wide-ranging
international import/export, sourcing, evaluation,
logistics and quality control needs of the Company.
InterTAN Inc. is the largest outside customer of the
Company. Most of A&A's activity for InterTAN originates
from manufacturers in the Far East. For more discussion
on InterTAN see Note 21 of the Notes to Consolidated
Financial Statements.
Tandy Service Centers - The Company maintains a
large service and support network in the consumer
electronics retail industry. These centers repair name
brand and private label products sold through all of the
Company's retail distribution channels. Over one
million parts are stocked in the Tandy Service division
which includes 116 service centers throughout the
nation.
Regional Distribution Centers - The 14 distribution
centers ship over one million cartons each month to both
Radio Shack and the Tandy Name Brand Retail Group
operations. This group will also be instrumental in
supporting the new Radio Shack Gift Express service.
Tandy Information Services - TIS collects
information from the retail stores nationwide and
updates a large database with sales information. This
database is a sophisticated marketing tool benefiting
every phase of the Company's operations. TIS also
processes the inventory, accounting, payroll,
telecommunications and operating information for all of
the Company's operations. In addition, specialized
information is tracked for the Company's distribution
and corporate activities.
Tandy Credit Corporation - This operation, a wholly
owned subsidiary of the Company, helps support sales of
the Company's retail operations and provides retail
divisions additional marketing flexibility through the
utilization of credit promotions. This group maintains
and manages Tandy's various private label credit
cards.
Tandy Transportation, Inc. - A large fleet of
tractors and trailers transports much of the merchandise
from the ports of entry to the Company's regional
distribution centers and local distribution facilities
for delivery to Radio Shack and Tandy Name Brand Retail
Group stores.
Consumer Electronics Manufacturing - The Company
also engages in the manufacturing business with 11
manufacturing facilities in the United States and
three overseas manufacturing operations in China, Hong
Kong and Taiwan. The China operation is a joint
venture. These 14 manufacturing facilities cover a
total of 1,674,000 square feet and employ over 4,700
workers and professionals as of December 31, 1993,
excluding those persons working at facilities included
in discontinued operations. The Company continues to
manufacture a variety of products for use in its
consumer electronics retailing operations. The products
include audio, video, telephony, antennas, wire and
cable products and a wide variety of hard to find parts
for consumer electronic products. Most of the Company's
manufacturing output is sold through the Radio Shack
store chain. In addition, the Company has previously
operated several related marketing businesses that
manufacture and sell consumer electronics and computers
to retailers and end users, see "Discontinued
Operations" below for further information.
DISCONTINUED OPERATIONS
On June 25, 1993, the Board of Directors of Tandy
adopted a formal plan of divestiture under which it would
sell its computer manufacturing and marketing businesses, the
O'Sullivan Industries, Inc. ready-to-assemble furniture
manufacturing and related marketing business, the Memtek
Products division and the Lika printed circuit board
business. The divestiture plan replaced the Company's plan
to spin off all of the Company's manufacturing and marketing
businesses as described in Tandy's Transition Report on Form
10-K/A-4 for the six-month period ended December 31, 1992.
In connection with the plan of divestiture the Company
accounted for the divestiture of these businesses as
discontinued operations. Prior year results of operations
have been reclassified to reflect the discontinued operations
treatment.
Computer Manufacturing. In furtherance of the
divestiture plan, the Company closed the sale of the
computer manufacturing and marketing businesses
to AST Research, Inc. ("AST") on July 13, 1993. In
accordance with the terms of the definitive agreement
between Tandy and AST, Tandy received $15,000,000 upon
closing of the sale. The balance of the purchase price
of $90,000,000 (as adjusted post-closing based on the
results of an audit of the assets and liabilities
conveyed) is payable by a promissory note. The
promissory note is payable in three years and interest
is accrued and paid annually. The interest rate on the
promissory note is currently 3.75% per annum and is
adjusted annually, not to exceed 5% per annum. The
terms of the promissory note stipulate that the
outstanding principal balance may be paid at maturity at
AST's option in cash or the common stock of AST.
However, at Tandy's option not more than 50% of the
initial principal balance may be paid in common stock of
AST. The promissory note is supported by a standby
letter of credit in the amount of the lesser of
$100,000,000 or 70% of the outstanding principal amount
of the promissory note. At December 31, 1993, the
standby letter of credit approximated $67,704,000.
Accounts receivable relating to the computer operations,
approximating $83,000,000 at June 30, 1993, inured to
the benefit of Tandy upon collection. At December 31,
1993, the balance of the remaining accounts receivable,
net of allowance for doubtful accounts, was $7,700,000.
Tandy also retained certain inventory which it intends
to liquidate before June 30, 1994. At December 31,
1993, this inventory amounted to approximately
$3,700,000.
In October 1993, the Company sold its computer
marketing operations in France to AST, together with
certain other multimedia assets and additional Swedish
inventory, for an aggregate of approximately $6,700,000,
which was evidenced by an increase in the amount of the
promissory note described above to $96,700,000. The
Company has discounted this note by $2,000,000 and the
discount will be recognized as interest using the
effective interest rate method over the life of the
note.
Memtek Products. On November 10, 1993, the Company
executed a definitive agreement with Hanny Magnetics
(B.V.I.) Limited, a British Virgin Islands corporation
("Hanny") to purchase certain assets of the Company's
Memtek Products operations, including the license
agreement with Memorex Telex, N.V. for the use of the
Memorex trademark on licensed consumer electronics
products. This sale closed on December 16, 1993. As of
December 31, 1993, Tandy has received payments of
$62,500,000, recorded a $7,102,000 receivable from Hanny
for the remaining purchase price and retained
approximately $61,000,000 in accounts receivable and
certain other assets for liquidation. Hanny is a
subsidiary of Hanny Magnetics (Holdings) Limited, a
Bermuda corporation, listed on the Hong Kong Stock
Exchange. At December 31, 1993, accounts receivable,
net of related allowance for doubtful accounts, retained
by Tandy approximated $40,100,000.
O'Sullivan Industries. On November 23, 1993, the
Company announced that it would sell the common stock of
O'Sullivan Industries, Inc. ("O'Sullivan") in an initial
public offering. On January 27, 1994 the Company
announced that it had reached an agreement with the
underwriters to sell O'Sullivan Industries Holdings,
Inc., the parent company of O'Sullivan, common stock to
the public at $22 per share. The net proceeds realized
by Tandy in the initial public offering, together with
the $40,000,000 cash dividend from O'Sullivan
Industries, Inc., approximated $350,000,000. The
initial public offering closed on February 2, 1994.
Pursuant to a Tax Sharing and Tax Benefit
Reimbursement Agreement between Tandy and O'Sullivan
Industries Holdings, Inc. the Company will receive
payments from O'Sullivan resulting from an increased tax
basis of O'Sullivan's assets thereby increasing tax
deductions and accordingly, reducing income taxes
payable by O'Sullivan. The amount to be received by the
Company each year will approximate the federal tax
benefit expected to be realized with respect to the
increased tax basis. These payments will be made over a
15-year time period. The Company will recognize these
payments as additional sale proceeds and gain in the
year in which the payments become due and payable to the
Company.
Lika. On January 24, 1994, the Company announced
that it had signed a definitive agreement to sell its
manufacturing facilities which make Lika printed circuit
boards. This divestiture is expected to close by June
1994 and is expected to yield approximately $17,000,000
in proceeds, including cash, a note and the liquidation
of certain retained assets.
In connection with the computer manufacturing sale and
the Memtek Products sale, the Company agreed to retain
certain liabilities primarily relating to warranty
obligations on products sold prior to the sale. Management
believes that accrued reserves, as reflected on its December
31, 1993 balance sheet, are adequate to cover estimated
future warranty obligations for the products and for any
remaining costs to dispose of these operations.
With the closing of the Lika transaction, the
divestiture program announced in June 1993 will be complete.
The proceeds from the divestitures are being used to reduce
short-term debt and for the expansion of the Incredible
Universe and Computer City store operations. See
"Management's Discussion and Analysis of Results of
Operations and Financial Condition" and Note 3 of the Notes
to Consolidated Financial Statements for further information.
SALE OF JOINT VENTURE INTEREST
During the quarter ended September 30, 1993, the Company
entered into definitive agreements with Nokia Corporation
("Nokia") to sell the Company's interests in two cellular
telephone manufacturing joint ventures with Nokia, TMC
Company Ltd. located in Masan, Korea, and TNC Company located
in Fort Worth, Texas. Pursuant to the terms of the
definitive agreements, the Company received an aggregate of
approximately $31,700,000 for its interests in these joint
ventures. The Company also entered into a three-year
Preferred Supplier Agreement pursuant to which it has agreed
to purchase from Nokia substantially all of Radio Shack's
requirements for cellular telephones at prevailing
competitive market prices at the time of the purchase. These
operations were not part of the overall divestment plan
adopted in June 1993 by the Company's Board of Directors;
therefore, the gain from the sale and their results of
operations are not included in discontinued operations.
SEASONALITY
As is the case with other retail businesses, the
Company's net sales and other revenues are greater during the
Christmas season than during other periods of the year.
There is a corresponding pre-seasonal inventory build-up
requiring working capital associated with this increased
sales volume. For additional information, see Note 22 of the
Notes to Consolidated Financial Statements.
PATENTS AND TRADEMARKS
Tandy owns or is licensed to use many trademarks related
to its business in the United States and in foreign
countries. Radio Shack, Computer City, Incredible Universe,
McDuff Electronics, VideoConcepts, Realistic, Tandy and
Optimus are some of the registered marks most widely used by
the Company. Tandy believes that the Radio Shack, Computer
City and Incredible Universe names and marks are
well-recognized and associated with a high-quality service
provider by consumers. The Company's products are sold
primarily under the Radio Shack, Optimus, Tandy and Realistic
trademarks which are registered in the U.S. and many foreign
countries. The Company believes that the loss of the Radio
Shack name or mark would be material to its business, but
does not believe that the loss of any one trademark
registration would be material.
Tandy also owns, and is in the process of applying for,
various patents relating to retail and support functions.
SUPPLIERS
The Company obtains merchandise from a large number of
suppliers from various parts of the world. Alternative
sources of supply exist for most merchandise purchased by the
Company. As the Company's product line is diverse, the
Company would not expect a lack of availability of any single
product to have a material impact on its operations.
BACKLOG ORDERS
The Company has no material backlog of orders for the
products it sells.
COMPETITION
The consumer electronics retail business is highly
competitive. The Company competes in the sale of its
products with department stores, mail order houses, discount
stores, general merchants, home appliance stores and gift
stores which sell comparable products manufactured by others.
Competitors range in size from local drug and hardware stores
to large chains and department stores. Computer store chains
and franchise groups as well as independent computer stores
and several major retailers compete with the Company in the
retail personal computer marketplace. Consumer electronic
and computer mail-order companies also compete with the
Company. The products which compete with those sold by the
Company are manufactured by numerous domestic and foreign
manufacturers. Many of these products carry nationally
recognized brand names or private labels and are sold in
markets common to the Company. Some of the Company's
competitors have financial resources equal to or greater than
the Company's resources.
Management believes that among the factors that are
important to its competitive position are price, quality,
service and the broad selection of electronic products and
computers carried at conveniently located retail outlets. The
Company's utilization of trained personnel and its ability to
use national and local advertising media are important to the
Company's ability to compete in the consumer electronics
marketplace. Management of the Company believes it is a
strong competitor in each of the factors referenced above.
Given the highly competitive nature of the consumer
electronics retail business, no assurance can be given that
the Company will continue to compete successfully in all of
the factors referenced above. However, the Company would be
adversely affected if its competitors were to offer their
products at significantly lower prices, introduce innovative
or technologically superior products not yet available to the
Company or if the Company were unable to obtain products in a
timely manner for an extended period of time.
The Company focuses on various types of store formats to
address the marketplace. Each of the Company's retailing
formats uses a distinct but complementary path to the
marketplace, based on its unique customer appeal, marketing
strengths and margin structure.
Radio Shack. Radio Shack stores offer the
shopping convenience of approximately 6,555 outlets,
high-quality private label products, unique selection,
knowledgeable personnel and excellent customer service.
Radio Shack has strong sales in approximately 3,200
different items in such consumer-demand product
categories as speakers, batteries, communications
equipment, tape decks, antennas, electronic components
and accessories.
Computer City. Computer City stores offer
approximately 5,000 different name-brand items,
competitive prices and excellent customer service on
computers, computer software and accessories.
Tandy Name Brand Retail Group. This group sells
name brand consumer electronics and appliances in three
distinctly different types of store formats.
VideoConcepts and McDuff Electronics mall stores average
approximately 3,100 square feet in size. McDuff
SuperCenters average approximately 12,200 square
feet and are located in many secondary markets. The
Edge in Electronics stores average approximately 1,100
square feet in size, carry approximately 1,000 different
name brand personal and portable consumer electronics
products and are located in major markets.
Incredible Universe. A new concept in the
retailing of name brand consumer electronics are 160,000
to 200,000 square foot stores which provide the customer
with a "universe" of choices. These stores carry over
85,000 different stock-keeping units.
The Company has faced intense competition in its
consumer electronics retailing businesses. Competition is
driven by technology and product cycles, as well as the
economy. In the consumer electronics retailing business,
competitive factors include price, product quality,
manufacturing and distribution capability and brand
reputation. The Company believes that its retailing formats
compete effectively in their respective marketplaces.
RESEARCH AND DEVELOPMENT
Research and development expenditures are not
significant.
EMPLOYEES
As of December 31, 1993, the Company had approximately
42,000 employees, excluding 2,000 full time employees
associated with discontinued operations at O'Sullivan and
Lika. The number also excludes temporary retail employees
remaining from the Christmas selling season. Management of
the Company considers the relationship between the Company
and its employees to be good. It does not anticipate any
work stoppage due to labor difficulties.
ITEM 2. PROPERTIES.
Information on the Company's properties is in
"Management's Discussion and Analysis of Results of
Operations and Financial Condition" and the financial
statements included in this Form 10-K and is incorporated
herein by reference. The following items are discussed
further on the following pages:
Page
Retail Outlets . . . . . . . . . 16
Property, Plant and Equipment. . 43
Leases . . . . . . . . . . . . . 47
The Company leases rather than owns most of its retail
facilities. However, the land and buildings of most of the
Incredible Universe stores are owned rather than leased. The
Radio Shack, Tandy Name Brand Retail Group and Computer City
stores are located primarily in major shopping malls,
stand-alone buildings or shopping centers owned by other
companies. The Company owns most of the property on which
its executive offices are located in Fort Worth, Texas as
well as five distribution facilities and most of its
manufacturing facilities and land located throughout the
United States. Existing warehouse and office facilities are
deemed adequate to meet the Company's needs in the
foreseeable future.
ITEM 3. LEGAL PROCEEDINGS.
In July 1985, Pan American Electronics, Inc., a Radio
Shack dealer in Mission, Texas ("Pan Am"), filed suit against
the Company in the 92nd Judicial District Court in Hidalgo
County, Texas. The Plaintiff's complaint alleged breach of
contract and fraud based upon the allegations that the
Company made certain misrepresentations and acted beyond the
scope of its authority under the dealer agreement, with the
alleged result that the plaintiff was forced out of the
computer mail order business in 1984. In November 1993, Pan
Am and Tandy resolved the pending litigation and the lawsuit
was dismissed in December 1993. Although the terms of the
settlement are confidential, the resolution of this legal
action did not have a materially adverse impact on the
Company's financial position or results of operation.
There are various other claims, lawsuits, disputes with
third parties, investigations and pending actions involving
allegations of negligence, product defects, discrimination,
patent infringement, tax deficiencies and breach of contract
against the Company and its subsidiaries incident to the
operation of its business. The liability, if any, associated
with these matters was not determinable at December 31, 1993.
While certain of these matters involve substantial amounts,
and although occasional adverse settlements or resolutions
may occur and negatively impact earnings in the year of
settlement, it is the opinion of management that their
ultimate resolution will not have a materially adverse effect
on Tandy's financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Stockholders held October 15,
1993, the Company elected directors to serve for the ensuing
year and voted to adopt the Tandy Corporation 1993 Incentive
Stock Plan. Out of the 80,915,627 eligible votes, 63,361,775
votes were cast at the meeting either by proxies solicited in
accordance with Schedule 14A or by security holders voting in
person. There were 9,890,351 broker non-votes which are not
included in the following table as they were not treated as
being present at the meeting. In the case of directors,
abstentions are treated as votes withheld and are included in
the table. No other matters were voted on at the meeting.
The tabulation of votes for each nominee is set forth below
under Item No. 1 and the vote on the Tandy Corporation 1993
Incentive Stock Plan is set forth under Item No. 2 below:
Nominees for Directors
______________________
Item No. 1
__________
VOTES VOTES
DIRECTORS FOR WITHHELD
_________ _____ ________
James I. Cash, Jr. 62,626,072 735,703
Caroline R. Hunt 62,588,534 773,241
Lewis F. Kornfeld, Jr. 62,507,688 854,087
Jack L. Messman 62,848,102 513,673
William G. Morton, Jr. 62,606,784 754,991
Thomas G. Plaskett 62,216,712 1,145,063
John V. Roach 62,391,582 970,193
William T. Smith 62,598,399 763,376
Alfred J. Stein 62,569,000 792,775
William E. Tucker 62,627,905 733,870
Jesse L. Upchurch 62,792,385 569,390
John A. Wilson 62,679,493 682,282
1993 Incentive Stock Plan
_________________________
Item No. 2
__________
FOR AGAINST ABSTAIN
___ _______ _______
52,196,098 10,338,869 826,808
EXECUTIVE OFFICERS OF THE REGISTRANT (SEE ITEM 10 OF PART
III).
The following is a list of Tandy Corporation's executive
officers, their ages, positions and length of service with
the Company as of March 30, 1994
Position
(Date Elected Years with
Name to Current Position) Age Company
____ ____________________ ___ __________
John V. Roach Chairman of the Board, 55 26
Chief Executive Officer
and President (July 1982)
William C. Bousquette Executive Vice President 57 3 (1)
and Chief Financial Officer
(January 1994)
Herschel C. Winn Senior Vice President and 62 25
Secretary (November 1979)
Robert M. McClure Senior Vice President 58 21 (2)
(January 1994)
Lou Ann Blaylock Vice President - 55 23 (3)
Corporate Relations
(January 1993)
Dwain H. Hughes Vice President and 46 14 (4)
Treasurer (June 1991)
Ronald L. Parrish Vice President - 51 7
Corporate Development
(April 1987)
Richard L. Ramsey Vice President and 48 27
Controller (January 1986)
Frederick W. Padden Vice President - Law 61 3 (5)
and Assistant Secretary
(January 1994)
Leonard H. Roberts President of Radio Shack 45 (6)
(July 1993)
David M. Thirion Vice President - 46 17 (7)
Retail Services
(January 1993-August 1993)
James B. Sheets Vice President - Legal 42 17 (8)
(January 1993-December 1993)
and Assistant Secretary
(November 1986-December 1993)
Bernie S. Appel Senior Vice President, 61 33 (9)
Tandy Corporation and
Chairman, Radio Shack
Division (January 1992-
March 1993)
There are no family relationships among the executive
officers listed and there are no arrangements or
understandings pursuant to which any of them were appointed
as executive officers. All executive officers of Tandy
Corporation are elected by the Board of Directors annually to
serve for the ensuing year, or until their successors are
elected. All of the executive officers listed above have
served the Company in various capacities over the past five
years, except for Mr. Bousquette, Mr. Padden and Mr. Roberts.
(1) Mr. Bousquette previously served as Executive Vice
President and Chief Financial Officer of the Company
from November 1990 until January 1993 when he was
elected as Chief Executive Officer of TE Electronics
Inc. Prior to joining Tandy, he served as Executive
Vice President and Chief Financial Officer of Emerson
Electric Company from March 1984 until November 1990.
(2) Mr. McClure served as President of the Tandy Electronics
Division from August 1987 until January 1993 when he was
elected as Chief Operating Officer and President of TE
Electronics Inc.
(3) Mrs. Blaylock was Director of Corporate Relations from
January 1986 until she was elected Vice President -
Corporate Relations in January 1993.
(4) Mr. Hughes was elected Vice President and Treasurer of
the Company in June 1991. From June 1989 until June
1991, Mr. Hughes was Assistant Treasurer of the Company;
and, from 1984 until June 1989, he was Director of the
Company's Internal Audit Department.
(5) Mr. Padden has been Vice President, General Counsel and
Secretary of TE Electronics Inc. since January 1993.
From January 1991 to January 1993 he was the Deputy
General Counsel - Intellectual Property for Tandy
Corporation. Prior to joining Tandy he was a General
Attorney at AT&T-Bell Laboratories from 1984 to January
1991.
(6) Mr. Roberts became President of the Radio Shack Division
on July 7, 1993. Prior to joining Tandy he served as
the Chairman and Chief Executive Officer of Shoney's
Inc. from 1990 to 1993 and as President and Chief
Executive Officer of Arby's, Inc. from 1985 to 1990.
(7) Mr. Thirion resigned as the Vice President - Retail
Services in August 1993 to become the Senior Vice
President and General Manager of the Tandy Name Brand
Retail Group Division. Mr. Thirion was Vice President
of the Radio Shack Division from January 1989 until
January 1993.
(8) Mr. Sheets served as Assistant Secretary of the Company,
a position he was elected to in November 1986. Mr.
Sheets also served as Deputy General Counsel - Corporate
from November 1986 until he was elected Vice President -
Legal in January 1993. Mr. Sheets resigned effective
December 31, 1993.
(9) Mr. Appel was President of the Radio Shack Division from
June 1984 until January 1992. In January 1992 Mr Appel
was appointed as the Senior Vice President of Tandy
Corporation and Chairman of the Radio Shack division.
Mr. Appel resigned as an executive officer of the
Company on March 1, 1993 and retired as an employee of
Tandy on June 30, 1993.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
MARKET FOR COMMON STOCK
The Company's common stock is listed on the New York
Stock Exchange and trades under the symbol "TAN". The
following table presents the high and low sale prices for the
Company's common stock for each quarter of the two and
one-half years ended December 31, 1993.
Dividends
Quarter Ended: High Low Close Declared
____ ___ _____ _________
December 31, 1993 $50 3/4 $35 3/8 $49 1/2 $.15
September 30,1993 37 3/8 28 1/8 36 7/8 .15
June 30, 1993 32 3/8 28 3/8 30 .15
March 31, 1993 32 1/8 24 5/8 29 5/8 .15
December 31, 1992 31 3/4 24 5/8 29 3/4 .15
September 30,1992 27 3/4 22 1/4 27 1/8 .15
June 30, 1992 29 5/8 23 7/8 24 1/2 .15
March 31, 1992 31 1/4 23 7/8 29 3/4 .15
December 31, 1991 30 1/8 24 3/8 28 7/8 .15
September 30, 1991 28 3/4 23 3/8 28 3/8 .15
HOLDERS OF RECORD
At March 22, 1994 there were 35,227 holders of record of
the Company's common stock.
DIVIDENDS
The Board of Directors periodically reviews the
Company's dividend policy. The quarterly dividend rate is
currently $.15.
ITEM 6. SELECTED FINANCIAL DATA
SELECTED SUPPLEMENTAL FINANCIAL DATA (UNAUDITED)
TANDY CORPORATION AND SUBSIDIARIES
[Enlarge/Download Table]
<CAPTIONS>
Six Months (1)
(Dollars and shares in Year Ended Ended
thousands, except per December 31, December 31, Year Ended June 30,
share amounts) ____________ __________________ __________________________________________
1993 1992 1991 1992 1991 1990 1989
______________________________________________________________________________________________________________________________
Operations
Net sales and operating
revenues. . . . . . . . . . . . . . . . $4,102,551 $2,161,149 $2,031,763 $3,649,284 $3,573,699 $3,648,946 $3,559,692
__________ __________ __________ __________ __________ __________ __________
__________ __________ __________ __________ __________ __________ __________
Income before income taxes,
discontinued operations and
cumulative effect of change in
accounting principle. . . . . . . . . . $ 311,155 $ 102,917 $ 201,856 $ 330,498 $ 343,277 $ 445,048 $ 494,576
Provision for income taxes . . . . . . . 115,523 35,236 73,153 119,785 123,342 167,926 190,754
__________ __________ __________ __________ __________ __________ __________
Income from continuing operations . . . 195,632 67,681 128,703 210,713 219,935 277,122 303,822
Income (loss) from discontinued
operations . . . . . . . . . . . . . . (111,797) (63,875) (8,060) (26,866) (13,872) 13,225 19,682
__________ __________ __________ __________ __________ __________ __________
Income before cumulative effect of
change in accounting principle . . . . 83,835 3,806 120,643 183,847 206,063 290,347 323,504
Cumulative effect on prior years of change
in accounting principle, net of taxes (2) 13,014 -- -- -- (10,619) -- --
__________ __________ __________ __________ __________ __________ __________
Net income . . . . . . . . . . . . . . . $ 96,849 $ 3,806 $ 120,643 $ 183,847 $ 195,444 $ 290,347 $ 323,504
__________ __________ __________ __________ __________ __________ __________
__________ __________ __________ __________ __________ __________ __________
Net income per average common and
common equivalent share:
Income from continuing operations . . . $ 2.48 $ 0.86 $ 1.61 $ 2.60 $ 2.75 $ 3.38 $ 3.42
Income (loss) from discontinued
operations. . . . . . . . . . . . . . . (1.47) (0.84) (0.10) (0.34) (0.17) 0.16 0.22
__________ __________ __________ __________ __________ __________ __________
Income before cumulative effect of
change in accounting principle . . . . 1.01 0.02 1.51 2.26 2.58 3.54 3.64
Cumulative effect on prior years of change
in accounting principle, net of taxes . 0.17 -- -- -- (0.14) -- --
__________ __________ __________ __________ __________ __________ __________
Net income per average common and
common equivalent share (3) . . . . . . $ 1.18 $ 0.02 $ 1.51 $ 2.26 $ 2.44 $ 3.54 $ 3.64
__________ __________ __________ __________ __________ __________ __________
__________ __________ __________ __________ __________ __________ __________
Average common and common equivalent
shares outstanding (3) . . . . . . . . 76,184 75,559 78,149 79,011 78,258 81,943 88,849
Dividends declared per
common share. . . . . . . . . . . . . . $ .60 $ .30 $ .30 $ .60 $ .60 $ .60 $ .60
Ratio of earnings to fixed
charges (4) . . . . . . . . . . . . . . 3.89 2.83 N/A 3.95 3.55 4.77 6.06
[Enlarge/Download Table]
SELECTED SUPPLEMENTAL FINANCIAL DATA (UNAUDITED)
TANDY CORPORATION AND SUBSIDIARIES
<CAPTIONS>
Six Months (1)
(Dollars and shares in Year Ended Ended
thousands, except per December 31, December 31, Year Ended June 30,
share amounts) ____________ _______________ _______________________________________
1993 1992 1992 1991 1990 1989
_________________________________________________________________________________________________________________________
Year-End Financial
Position
Inventories. . . . . . . . . . . . . . . $1,276,302 $1,472,365 $1,391,295 $1,301,854 $1,452,065 $1,285,373
Total assets (5) . . . . . . . . . . . . $3,219,099 $3,381,428 $3,165,164 $3,078,145 $3,239,980 $2,574,310
Working capital. . . . . . . . . . . . . $1,128,343 $1,478,041 $1,556,435 $1,550,848 $1,312,517 $1,373,311
Current ratio. . . . . . . . . . . . . . 2.09 to 1 2.39 to 1 2.99 to 1 3.18 to 1 2.12 to 1 3.41 to 1
Capital structure:
Current debt . . . . . . . . . . . . . . $ 387,953 $ 385,706 $ 231,097 $ 179,818 $ 695,871 $ 192,096
Long-term debt . . . . . . . . . . . . . $ 186,638 $ 322,778 $ 357,525 $ 427,867 $ 252,540 $ 141,124
Total debt . . . . . . . . . . . . . . . $ 574,591 $ 708,484 $ 588,622 $ 607,685 $ 948,411 $ 333,220
Total debt, net of cash
and short-term
investments . . . . . . . . . . . . . . $ 361,356 $ 595,858 $ 482,168 $ 421,392 $ 813,214 $ 274,822
Stockholders' equity (5) . . . . . . . . $1,950,750 $1,888,351 $1,930,740 $1,846,762 $1,723,496 $1,782,838
Total capitalization (5) . . . . . . . . $2,525,341 $2,596,835 $2,519,362 $2,454,447 $2,671,907 $2,116,058
Long-term debt as a % of
total capitalization. . . . . . . . . 7.4% 12.4% 14.2% 17.4% 9.5% 6.7%
Total debt as a % of total
capitalization. . . . . . . . . . . . . 22.8% 27.3% 23.4% 24.8% 35.5% 15.7%
Stockholders' equity per
common share (6). . . . . . . . . . . . $ 25.24 $ 24.74 $ 25.35 $ 23.48 $ 21.78 $ 20.65
Financial Ratios
Return on average
stockholders' equity (4) . . . . . . . 10.2% 3.5% 11.2% 12.3% 15.8% 17.9%
Percent of sales:
Income before income taxes, discontinued
operations and cumulative effect of
change in accounting principle . . . 7.6% 4.8% 9.0% 9.6% 12.2% 13.9%
Income from continuing operations . . . 4.8% 3.2% 5.7% 6.2% 7.6% 8.5%
(1) The Company changed its fiscal year end from a June 30
to a December 31 year end effective with the six month
transition period ended December 31, 1992.
(2) See Note 2 of the Notes to Consolidated Financial
Statements for a discussion of the change in accounting
principles.
(3) Income (loss) per share amounts and average common and
common equivalent share amounts for the six months
ending December 31, 1992 and fiscal 1992 have been
retroactively restated to reflect the assumption that
the Series C PERCS would convert into 12,457,100 common
shares in lieu of the previously used conversion amount
of 15,000,000 common shares based upon the Company's
December 31, 1993 closing price of its common stock of
$49.50 per share. See Note 2 of the Notes to
Consolidated Financial Statements.
(4) Computed using income from continuing operations.
(5) Includes investment in discontinued operations.
(6) At December 31, 1993, December 31, 1992 and June 30,
1992, computed assuming the Series C PERCS will
convertinto 12,457,100 shares of common stock.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION.
Tandy Corporation ("Tandy" or the "Company") changed its
fiscal year end from June 30 to December 31 effective
December 31, 1992.
The following Management's Discussion and Analysis of
Results of Operations and Financial Condition compares the
full calendar year ended December 31, 1993 with the full
fiscal years ended June 30, 1992 and 1991. Although these
twelve-month periods end at different times, management
believes that the seasonality of the retail business relating
to Christmas is so significant that it would distort trends
and related percentage comparisons to sales for the readers
if a full year's results were compared to the six-month
transition period ended December 31, 1992.
NET SALES AND OPERATING REVENUES
For the year ending December 31, 1993, overall sales
grew 12% to $4,102,551,000 as compared to $3,649,284,000 for
the fiscal year ending June 30, 1992. This increase was
primarily due to the opening of three Incredible Universe
stores and the expansion of the Computer City chain. On a
comparable store basis, Radio Shack's sales increased
slightly during the year ended December 31, 1993 as compared
to the fiscal year ended June 30, 1992. A moderate increase
in sales of Radio Shack's core business (i.e., consumer
electronics and accessories) was offset by a decline in sales
of personal computers through the Radio Shack division.
The decrease in Radio Shack's computer business reflects
the impact of sharply lower pricing in response to
competitive pressures in the marketplace. The changing
dynamics of the personal computer business has had a
significant impact on Radio Shack's performance during fiscal
years 1993, 1992 and 1991. A combination of shifts in retail
distribution to super stores and telemarketing combined with
rapidly declining prices has taken the computer category from
approximately 17.0% of Radio Shack's sales with a gross
profit of 29.0% in the year ended June 30, 1992 to
approximately 14.2% of sales and a gross profit of 15.2% for
the year ended December 31, 1993. Radio Shack's extensive
assortment of electronic parts, accessories and specialty
items differentiates it from other consumer electronics
retailers in the marketplace. The table below shows the
breakdown by major category of Radio Shack sales.
[Download Table]
RADIO SHACK SALES TO CUSTOMERS
<CAPTIONS>
Percent of Total Sales
________________________________________________
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ ________________ ______________
Class of Products 1993 1992 1992 1991
_________________________________________________________________________________
Consumer electronics . . . . . 44.6% 46.1% 43.9% 44.3%
Electronic parts, accessories
and specialty equipment . . . 36.1 35.4 34.4 33.5
Personal computers, peripherals,
software and accessories * . 14.2 14.3 17.0 17.7
Other. . . . . . . . . . . . . 5.1 4.2 4.7 4.5
_____ _____ _____ _____
. . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0%
_____ _____ _____ _____
_____ _____ _____ _____
* Excludes Radio Shack Computer Centers closed at June 30, 1991.
The decline in Radio Shack's computer sales has been
offset by sales of the Computer City chain. The Computer
City chain opened its 40th supercenter in December 1993,
approximately two years after its initial launching of eight
stores. Computer City's sales increases were the result of
25 additional stores since June 30, 1992 and comparable store
sales gains at old stores in excess of 30% for the year ended
December 31, 1993.
The Name Brand Retail Group experienced a sales decrease
in calendar 1993 as compared to the June 1992 fiscal year.
This decrease was primarily a result of the closing of 110
McDuff and VideoConcepts stores in February 1993. This
decline was offset in part by the addition of three
Incredible Universe stores. The first two Incredible
Universe stores were opened in the fall of 1992 with the
third having been added in the fall of 1993.
Shipments to InterTAN Inc. decreased for calendar year
1993 as compared to the fiscal year ended June 30, 1992. See
the discussion in the "InterTAN Update" found on page 23.
[Enlarge/Download Table]
RETAIL OUTLETS
<CAPTIONS>
Average
Store
Size Dec. 31, Dec. 31, June 30, Dec. 31, June 30,
(Sq. Ft.) 1993 1992 1992 1991 1991
____________________________________________________________________________________________
Radio Shack
Company-owned*. . . . . . . . 2,370 4,553 4,558 4,553 4,604 4,595
Dealer/Franchise. . . . . . . N.A. 2,002 2,122 2,203 2,238 2,241
_____ _____ _____ _____ _____
6,555 6,680 6,756 6,842 6,836
_____ _____ _____ _____ _____
_____ _____ _____ _____ _____
Tandy Name Brand Retail Group
McDuff Supercenters . . . . . 12,198 75 150 151 147 138
McDuff/VideoConcepts
Mall Stores. . . . . . . . . 3,081 231 266 266 270 245
The Edge in Electronics . . . 1,107 16 16 16 15 9
Computer City . . . . . . . . 23,487 40 20 15 8 --
Incredible Universe. . . . . . 183,667 3 2 -- -- --
_____ _____ _____ _____ _____
365 454 448 440 392
_____ _____ _____ _____ _____
Total Stores 6,920 7,134 7,204 7,282 7,228
_____ _____ _____ _____ _____
_____ _____ _____ _____ _____
* Excludes Radio Shack Computer Centers closed at June 30, 1991.
For the six-month period ending December 31, 1992, net
sales and operating revenues increased 6.4% to
$2,161,149,000. This increase was primarily due to the
opening of two Incredible Universe stores and expansion of
the Computer City chain. Comparable store sales were
essentially even with the six-month period ended December 31,
1991.
The change in the Company's sales in the fiscal years
ended June 30, 1992 and 1991 reflected a continued adverse
product cycle in consumer electronics, a weak economy and
widespread price cutting in the personal computer market.
Sales through all retail stores increased 3.2% in the fiscal
year ended June 30, 1992 as compared with fiscal 1991.
The increase in sales in the fiscal year ended June 30,
1992 was primarily due to new store expansions. During
fiscal 1992, 15 Computer City stores, 34 McDuff and
VideoConcepts stores and seven of The Edge in Electronics
stores were opened. On a company-wide basis, comparable
store sales declined 1% in fiscal 1992 following a similar
decline in the prior year. Comparable store sales increased
slightly at Radio Shack in fiscal 1992 due to the continued
strengthening of its electronics parts, accessories and
specialty items business. This increase more than offset a
decline in Radio Shack's computer business which was impacted
significantly by extensive price cutting in the marketplace.
Comparable store sales of the McDuff and VideoConcepts stores
were down 10% in fiscal 1992 as compared to fiscal 1991,
reflecting intense competitive pressures in name brand
electronics retailing.
To address the pricing and distribution shifts in
computer retailing, the Computer City chain of super stores
was launched in October 1991 (fiscal year ended June 30,
1992). The Computer City format is designed to sell high
volumes of well known name brand personal computers and
related products at discount prices.
Though in operation for only the last seven months of
fiscal 1992, Computer City's sales more than offset the
decline in the Company's U.S. computer sales through Radio
Shack and direct sales. As of June 30, 1992, 15 Computer
City stores were in operation, 13 in the U.S. and two in
Europe.
GROSS PROFIT
Gross profit as a percent of sales and operating
revenues for the year ended December 31, 1993 was 41.9% as
compared to 43.5% for the six months ended December 31, 1992,
47.2% for the fiscal year ended June 30, 1992 and 48.7% for
the fiscal year ended June 30, 1991. The decline, in part,
reflects the faster growth of new high-volume formats such as
Computer City and Incredible Universe with inherently lower
gross margins than Radio Shack stores. The Company expects
this trend to continue as sales at Incredible Universe and
Computer City increase. Combined Computer City and
Incredible Universe sales contributed 18.6%, 8.9% and 2.6% to
consolidated sales in the fiscal year ended December 31,
1993, the six months ended December 31, 1992 and the fiscal
year ended June 30, 1992, respectively. The 5.3% decline in
gross profit percent from fiscal 1992 reflects the growth of
the newer retail businesses. Management expects the
long-term impact of accelerated growth for its new businesses
to result in a lower consolidated gross margin as a percent
of sales and operating revenues.
In addition to the increasing effect of the lower gross
margin businesses, Radio Shack's gross margin has trended
down during the fiscal years ended December 31, 1993 and June
30, 1992 and 1991 because of a decline in computer margins
resulting from more competitive pricing. In the absence of
any additional major decreases in computer retail prices in
the industry, management believes this decline in Radio
Shack's gross margin will diminish during 1994. Partially
offsetting the decline were increased sales of high-margin
electronic parts, accessories and specialty items sold
through Radio Shack. In management's opinion, new concepts
which could increase Radio Shack gross margins include
introducing the Radio Shack Gift Express program, creating
new store formats and the launching of The Repair Shop at
Radio Shack, a name brand out-of-warranty repair program.
Competitive pressures in name brand electronics retailing
decreased McDuff's and VideoConcepts' gross margins in each
of the three fiscal years ended December 31, 1993 and June
30, 1992 and 1991. Additionally, gross margins were impacted
in the McDuff and VideoConcepts units by the increasing
percentage of sales related to the lower margin computer
category.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A") as
a percent of sales and operating revenues for the year ended
December 31, 1993 declined from the year ended June 30, 1992
and declined for the six months ended December 31, 1992 from
the six months ended December 31, 1991. The accompanying
table summarizes the breakdown of various components of SG&A
and their related percentage of sales and operating revenues.
The lower SG&A percent reflects the lower costs, relative to
net sales and operating revenues associated with the
Company's newer retail formats, as well as the lower
operating costs achieved through cost reduction programs and
the further streamlining of operations in the new retail
formats.
SG&A expenses as a percent of sales and operating
revenues declined in the fiscal year ended June 30, 1992 as
compared with fiscal 1991. The benefits of actions taken to
streamline operations and reduce costs are reflected in most
expense categories in fiscal 1992.
Year-to-year comparisons are impacted by the $18,987,000
gain which includes a foreign currency gain of $6,894,000 in
fiscal year 1992 from the sale of a Japanese subsidiary, the
assets of which were primarily real estate, and the remaining
foreign currency gain of $3,748,000 recognized in 1992 as
opposed to a foreign currency gain of only $762,000 in 1993.
The Company's exposure to foreign currency fluctuations has
decreased significantly with the disposal of the Company's
computer manufacturing and marketing operations as well as
the disposal of Memtek Products. Both of these operations
had significant European operations.
Advertising costs have decreased in dollars and as a
percent of sales and operating revenues in the fiscal year
ended December 31, 1993 as compared to the fiscal years ended
June 30, 1992 and 1991. Management has focused its efforts
on more efficient advertising methods in Radio Shack
utilizing the Company's data base of customer activity to
reduce costs while maintaining market awareness.
Rent expense has declined slightly in dollars and more
significantly as a percent of sales during the year ended
December 31, 1993 as compared to fiscal 1992. This
percentage decrease results primarily from the fact that the
Company owns most of the Incredible Universe locations and is
additionally impacted by Computer City's low rent to sales
ratio.
The Company's credit operations have been successful in
supporting sales of the retail operations. Private label
credit cards represented 34% of credit sales for the year
ended December 31, 1993, 36% for the six months ended
December 31, 1992, 43% in fiscal 1992 and 44% in fiscal 1991.
This decline in the percentage results from increased sales
through the Computer City and Incredible Universe stores
which have a lower percentage of private label card usage. A
decrease in bad debt expense relates to tighter credit
controls and a 4% decline from fiscal 1992 in overall private
label credit card sales. Expenses associated with the credit
card operations which are included in SG&A expense have
decreased.
[Enlarge/Download Table]
SUMMARY OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
________________ ________________ ________________ ___________________________________
1993 1992 1991 1992 1991
% of % of % of % of % of
Sales & Sales & Sales & Sales & Sales &
(In thousands) Dollars Revenues Dollars Revenues Dollars Revenues Dollars Revenues Dollars Revenues
______________________________________________________________________________________________________________________________
Payroll and commissions $ 554,728 13.5% $288,057 13.3% $282,544 13.9% $ 534,779 14.7% $ 512,823 14.4%
Advertising 205,831 5.0 150,374 7.0 154,025 7.6 239,352 6.6 251,903 7.0
Rent 202,401 4.9 105,328 4.9 101,184 5.0 204,673 5.6 191,941 5.4
Other taxes 79,508 1.9 38,198 1.8 36,593 1.8 73,701 2.0 66,427 1.9
Utilities and telephone 62,4371 .5 31,197 1.4 30,990 1.5 61,468 1.7 59,675 1.7
Insurance 45,373 1.1 26,301 1.2 19,936 1.0 44,427 1.2 46,653 1.3
Stock purchase and savings plans 17,562 .4 7,749 .3 6,852 .3 15,396 .4 15,933 .4
Foreign currency transaction gains (762) -- (3,065) (.1) (1,941) (.1) (10,642) (.3) (13,051) (.4)
Other 131,684 3.3 78,845 3.6 70,472 3.5 119,893 3.3 163,534 4.6
__________ ____ ________ ____ ________ ____ __________ ____ __________ ____
Subtotal 1,298,762 31.6 722,984 33.4 700,655 34.5 1,283,047 35.2 1,295,838 36.3
Credit operations 55,914 1.4 38,815 1.8 30,089 1.5 59,073 1.6 51,702 1.4
__________ ____ ________ ____ ________ ____ __________ ____ __________ ____
$1,354,676 33.0% $761,799 35.2% $730,744 36.0% $1,342,120 36.8% $1,347,540 37.7%
__________ ____ ________ ____ ________ ____ __________ ____ __________ ____
__________ ____ ________ ____ ________ ____ __________ ____ __________ ____
PROVISION FOR BUSINESS RESTRUCTURING
The Company adopted a plan resulting in business
restructuring charges during the six months ended December
31, 1992 designed to improve the Company's competitiveness
and future profitability. The pre-tax charge of $48,000,000
related primarily to the closing of approximately 110 of the
432 Tandy Name Brand Retail Group stores, mainly McDuff
Supercenters in major market areas and, to a lesser extent,
the elimination of certain product lines. Some product lines
were reduced or eliminated after consideration of competitive
factors and market trends.
In the fourth quarter of fiscal year 1991, the Company
recorded a business restructuring charge of $8,531,000. The
charge covered anticipated costs associated with Radio Shack
computer centers which were being closed, relocated or
converted to other store formats or sales offices. These
costs included the estimated lease obligations for store
closings and relocations as well as estimated fixed asset
write-offs for all affected stores.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense as a percentage of
sales and operating revenues decreased slightly in the year
ended December 31, 1993 as compared with the year ended June
30, 1992. The dollar amount of depreciation and amortization
expense for the year ended December 31, 1993 increased 7%
over the dollar amount for the year ended June 30, 1992, due
to additional capital expenditures related to the three
Incredible Universe stores and the addition of 25 new
Computer City stores. The dollar amount of depreciation and
amortization expense for the year ended June 30, 1992
increased 5% over the prior fiscal year due to increased
capital expenditures related to the new Tandy Name Brand
Retail Group and Computer City super stores and the
remodeling of Radio Shack stores.
[Enlarge/Download Table]
NET INTEREST (INCOME)/EXPENSE
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ _________________ _________________
(In thousands) 1993 1992 1991 1992 1991
__________________________________________________________________________________________
Interest expense . . . . . . $ 39,707 $ 20,532 $ 23,948 $ 43,154 $ 70,313
Less:
Interest income. . . . . . . (8,137) (1,982) (2,606) (5,092) (5,042)
Interest income of credit operations (57,401) (31,308) (27,950) (62,307) (93,830)
_________ _________ _________ _________ _________
Net interest income. . . . . $(25,831) $(12,758) $ (6,608) $(24,245) $(28,559)
_________ _________ _________ _________ _________
_________ _________ _________ _________ _________
Net interest income of $25,831,000 for the year ended
December 31, 1993 and $24,245,000 for the fiscal year ended
June 30, 1992 was attributable primarily to interest income
earned by the credit operations. The decrease in interest
income of the credit company in the year ended December 31,
1993 as compared to the fiscal year ended June 30, 1992
resulted from a decrease in the average credit card
receivables outstanding during the period. This decline
results from increased payments from credit customers
reflecting the overall improvement in the economy and a
desire by consumers to shift debt to lower interest rate
instruments. The increase in interest income of the credit
company in the six months ended December 31, 1992 as compared
to December 31, 1991 resulted from growth of consumer credit
card receivables. The decrease in interest income of the
credit company in the fiscal year ended June 30, 1992 as
compared with fiscal year 1991 resulted from the
securitization of private label receivables in June 1991.
Interest income, exclusive of Tandy Credit Corporation's
income, represented primarily interest on short-term
investments. The increase in interest income for the year
ended December 31, 1993 compared to the fiscal year ended
June 30, 1992 was due to the increase in short-term
investments as proceeds from the divestiture of discontinued
operations were received and to the recognition of interest
income on the AST and InterTAN notes receivable. Interest
income as it relates to InterTAN notes receivable will
increase in fiscal 1994 as the Company will commence
recording the accretion of discount relating thereto. See
further discussion on notes receivable in the "InterTAN
Update".
The decrease in interest expense for the year ended
December 31, 1993 as compared to the year ended June 30, 1992
is due to the decrease of total debt and lower U.S. interest
rates. Overall interest expense should decline in fiscal
1994 as the Company receives cash proceeds from the disposal
of its discontinued operations and applies a significant
portion of such proceeds against short-term debt and toward
the retirement of its 10% subordinated debentures. Partially
offsetting the decline in expected interest expense in 1994
will be higher interest rates resulting from the Federal
Reserve Bank's move to keep inflation low in the overall U.S.
economy. The decrease in interest expense in the fiscal year
ended June 30, 1992 reflected the reduced debt attributable
to the securitization of private label credit card
receivables and lower interest rates.
PROVISION FOR INCOME TAXES
The effective tax rate for the year ended December 31,
1993 was 37.1%. The higher effective tax rate for the year
ended December 31, 1993 as compared to 36.2% for the year
ended June 30, 1992 and 36.0% for the year ended June 30,
1991 reflects the impact of the increase of the federal tax
rate to 35% from 34%. The effective tax rate for the
six-month period ended December 31, 1992 was 34.2%. This
lower effective rate reflects the successful resolution of
certain IRS examinations during the period.
The requirements of Financial Accounting Standard No.
109, "Accounting for Income Taxes", which the Company adopted
January 1, 1993, are discussed in Note 12 of the Notes to
Consolidated Financial Statements.
DISCONTINUED OPERATIONS
On June 25, 1993, the Board of Directors of Tandy
adopted a formal plan of divestiture under which it would
sell its computer manufacturing and marketing businesses, the
O'Sullivan Industries, Inc. ready-to-assemble furniture
manufacturing and related marketing business, the Memtek
Products division and the Lika printed circuit board
business. The divestiture plan replaced the Company's plan
to spin off all of the Company's manufacturing and marketing
businesses as described in Tandy's Transition Report on Form
10-K/A-4 for the six-month period ended December 31, 1992.
In connection with the plan of divestiture the Company
accounted for the divestiture of these businesses as
discontinued operations and recognized an after-tax charge of
$70,000,000 in its quarter ended June 30, 1993. This charge
was subsequently reduced by approximately $15,822,000 in the
quarter ended December 31, 1993. The reduction of the
reserve previously taken resulted from the better than
anticipated sales price received for O'Sullivan Industries
Holdings, Inc. partially offset by additional foreign
currency translation losses and below plan operating results
of the divested companies during the divestment period, net
of related income tax adjustments. Prior year results of
operations have been reclassified to reflect the discontinued
operations treatment.
Computer Manufacturing. In furtherance of the
divestiture plan, the Company closed the sale of the computer
manufacturing and marketing businesses to AST Research, Inc.
("AST") on July 13, 1993. In accordance with the terms of
the definitive agreement between Tandy and AST, Tandy
received $15,000,000 upon closing of the sale. The balance
of the purchase price of $90,000,000 (as adjusted
post-closing based on the results of an audit of the assets
and liabilities conveyed) is payable by a promissory note.
The promissory note is payable in three years and interest is
accrued and paid annually. The interest rate on the
promissory note is currently 3.75% per annum and is adjusted
annually, not to exceed 5% per annum. The terms of the
promissory note stipulate that the outstanding principal
balance may be paid at maturity at AST's option in cash or
the common stock of AST. However, at Tandy's option not more
than 50% of the initial principal balance may be paid in
common stock of AST. The promissory note is supported by a
standby letter of credit in the amount of the lesser of
$100,000,000 or 70% of the outstanding principal amount of
the promissory note. At December 31, 1993, the standby
letter of credit approximated $67,704,000. Accounts
receivable relating to the computer operations, approximating
$83,000,000 at June 30, 1993, inured to the benefit of Tandy
upon collection. At December 31, 1993, the balance of the
remaining accounts receivable, net of allowance for doubtful
accounts, was $7,700,000. Tandy also retained certain
inventory which it intends to liquidate before June 30, 1994.
At December 31, 1993, this inventory amounted to
approximately $3,700,000.
In October 1993, the Company sold its computer marketing
operations in France to AST, together with certain other
multimedia assets and additional Swedish inventory, for an
aggregate of approximately $6,700,000, which was evidenced by
an increase in the amount of the promissory note described
above to $96,700,000. The Company has discounted this note
by $2,000,000 and the discount will be recognized as income
using the effective interest rate method over the life of the
note.
Memtek Products. On November 10, 1993, the Company
executed a definitive agreement with Hanny Magnetics (B.V.I.)
Limited, a British Virgin Islands corporation ("Hanny") to
purchase certain assets of the Company's Memtek Products
operations, including the license agreement with Memorex
Telex, N.V. for the use of the Memorex trademark on licensed
consumer electronics products. This sale closed on December
16, 1993. As of December 31, 1993, Tandy has received
payments of $62,500,000, recorded a $7,102,000 receivable
from Hanny for the remaining purchase price and retained
approximately $61,000,000 in accounts receivable and certain
other assets for liquidation. Hanny is a subsidiary of Hanny
Magnetics (Holdings) Limited, a Bermuda corporation, listed
on the Hong Kong Stock Exchange. At December 31, 1993,
accounts receivable, net of related allowance for doubtful
accounts, retained by Tandy approximated $40,100,000.
O'Sullivan Industries. On November 23, 1993, the
Company announced that it would sell the common stock of
O'Sullivan Industries, Inc. ("O'Sullivan") in an initial
public offering. On January 27, 1994 the Company announced
that it had reached an agreement with the underwriters to
sell O'Sullivan Industries Holdings, Inc., the parent company
of O'Sullivan, common stock to the public at $22 per share.
The net proceeds realized by Tandy in the initial public
offering, together with the $40,000,000 cash dividend from
O'Sullivan, approximated $350,000,000. The initial public
offering closed on February 2, 1994.
Pursuant to a Tax Sharing and Tax Benefit Reimbursement
Agreement between Tandy and O'Sullivan Industries Holdings,
Inc., the Company will receive payments from O'Sullivan
resulting from an increased tax basis of O'Sullivan's assets
thereby increasing tax deductions and accordingly, reducing
income taxes payable by O'Sullivan. The amount to be
received by the Company each year will approximate the
federal tax benefit expected to be realized with respect to
the increased tax basis. These payments will be made over a
15-year time period. The Company will recognize these
payments as additional sale proceeds and gain in the year in
which the payments become due and payable to the Company.
Lika. On January 24, 1994, the Company announced that
it had signed a definitive agreement to sell its
manufacturing facilities which make Lika printed circuit
boards. This divestiture is expected to close by June 1994
and is expected to yield approximately $17,000,000 in
proceeds, including cash, a note and the liquidation of
certain retained assets.
In connection with the computer manufacturing sale and
the Memtek Products sale, the Company agreed to retain
certain liabilities primarily relating to warranty
obligations on products sold prior to the sale. Management
believes that accrued reserves, as reflected on its December
31, 1993 balance sheet, are adequate to cover estimated
future warranty obligations for the products and for any
remaining costs to dispose of these operations.
With the closing of the Lika transaction, the
divestiture program announced in June 1993 will be complete.
Proceeds from the formal divestiture plan should total
approximately $715,000,000 including net income tax benefits
of $16,600,000 and notes receivable of approximately
$100,000,000 that mature by the end of 1996. The proceeds
from the divestitures are being used to reduce short-term
debt and for the expansion of the Incredible Universe and
Computer City store operations.
[Enlarge/Download Table]
CASH FLOW AND LIQUIDITY
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ ________________ ________________________
(In thousands) 1993 1992 1992 1991*
_________________________________________________________________________________________
Operating activities . . . . $ 322,294 $ 13,680 $ 146,782 $ 617,353
Investing activities . . . . (52,149) (90,171) (102,190) (140,499)
Financing activities . . . . (169,536) 82,663 (124,431) (425,758)
*Includes $350 million asset securitization
Tandy's cash flow and liquidity, in management's
opinion, remains strong. During the year ended December 31,
1993, cash provided by operations was $322,294,000 as
compared to $146,782,000 for the fiscal year ended June 30,
1992. The increased cash flow from operations in calendar
1993 compared to fiscal year ended June 30, 1992 was due
partially to receivables which provided $30,133,000 in cash
in 1993 but used $121,719,000 in 1992. The decline in
accounts receivable in 1993 versus 1992 is due to the
liquidation of receivables related to the divested operations
and lower consumer receivables related to the Company's
private label credit card portfolio. The latter reason
reflects consumers' desires to liquidate debt with higher
interest rates and the overall improved economy. Inventory
required less cash in calendar 1993 than in fiscal 1992. The
increase in inventory during 1993 related to new store
openings and the expansion of Radio Shack's core product lines.
Investing activities involved capital expenditures, net
of retirements, primarily for retail expansion of
$129,287,000 for the year ended December 31, 1993 compared to
$127,495,000 for the fiscal year ended June 30, 1992.
Proceeds received from the sale of divested operations
totaled $111,988,000 during the year ended December 31, 1993.
Investing activities in 1993 also included $31,663,000 for
the purchase of InterTAN's bank debt and the
extension/funding of a working capital line of credit. See
"InterTAN Update" for further information. Short-term debt
of $46,885,000 and long-term debt of $62,195,000 were retired
during 1993. Future store expansions and refurbishments and
other capital expenditures are expected to approximate
$150,000,000 to $180,000,000 per year over the next two years
and will be funded primarily from available cash, proceeds
from divestiture of discontinued operations, cash flow from
operations and proceeds from possible sale/leaseback
arrangements of Incredible Universe stores.
Operating cash flow in the fiscal year ended June 30,
1992 was $146,782,000 compared to $617,353,000 for the fiscal
year ended June 30, 1991. This decreased cash flow was
partially due to the $89,441,000 increase in inventories for
the Tandy Name Brand Retail Group and Computer City store
expansions in fiscal 1992 compared to a $151,339,000 decrease
in inventories in 1991. Operating cash flow was also higher
in 1991 due to the cash proceeds from the securitization of
$350,000,000 of credit card receivables.
The Company's investing activities were generally for
capital expenditures in fiscal 1992 which totaled
$127,495,000. The capital expenditures were used principally
for Radio Shack's store remodeling program, expansion of the
Computer City store chain and initial construction of two
Incredible Universe stores.
Financing activities in the fiscal year ended June 30,
1992 included the sale of Depositary Shares of PERCS for
$430,000,000 and the subsequent purchase of common stock with
the proceeds of this preferred stock issue. Long-term and
short-term debt of $20,098,000 was retired in the year ended
June 30, 1992 compared to fiscal 1991 retirements of $441,577,000.
Following are the current credit ratings for Tandy
Corporation:
Standard
Category Moody's and Poor's
________ _______ __________
Senior Unsecured Baa2 A-
Subordinated Baa3 BBB
Medium Term Notes Baa2 A-
Preferred Stock Baa3 BBB
ESOP Senior Notes Baa2 A-
Commercial Paper P-2 A-2
The above ratings are investment grade ratings.
Management does not believe that a downgrade in 1993 by
Moody's has had or will have a materially adverse effect on
the Company's ability to borrow funds although the borrowings
may be slightly more costly.
CAPITAL STRUCTURE AND FINANCIAL CONDITION
The Company's balance sheet and financial condition
continue to be strong. The Company's available borrowing
facilities as of December 31, 1993 are detailed in Note 9 of
the Notes to Consolidated Financial Statements and are
incorporated herein by reference.
Proceeds from the sale of divested operations totaled
$111,988,000 through December 31, 1993. The net assets
associated with discontinued operations remaining to be
divested were $405,664,000 at December 31, 1993 and related
primarily to O'Sullivan which was disposed of in February
1994 and Lika whose sale is pending. Other information
related to discontinued operations are discussed in
"Discontinued Operations".
In the fiscal year ended June 30, 1992, the Company
issued 150,000 PERCS shares and used the proceeds of this
offering to purchase $430,000,000 of the Company's common
stock for treasury. Each PERCS share has an annual dividend
rate of $214.00 and is automatically convertible on April 15,
1995 into 100 shares of common stock, par value $1 per share,
subject to possible adjustment based upon the market value of
the common stock on the conversion date or the occurrence of
certain other events. Based upon the market price of the
Company's common stock at December 31, 1993, each PERCS share
would have converted into 83 shares. At any time prior to
April 15, 1995, the Company may call the PERCS. The PERCS
are discussed further in Note 18 of the Notes to Consolidated
Financial Statements.
The Company's issue of 10% subordinated debentures due
June 30, 1994 was called by the Company on February 23, 1994
for redemption on April 1, 1994. The redemption will be at
the price of 100% of face value or approximately $32,000,000.
In fiscal 1991, the Company filed a shelf registration
for $500,000,000, of which $400,000,000 was designated for
medium-term notes, and Tandy Credit Corporation increased its
medium-term note program by $200,000,000. During fiscal
1991, short-term debt was refinanced by the issuance of
$155,500,000 in medium-term notes. In the fourth quarter of
fiscal 1991, Tandy Credit Corporation completed an asset
securitization to increase financial flexibility. Credit
card receivables were sold to the Tandy Master Trust which
issued $350,000,000 of participating 8.25% Class A Asset
Backed Certificates, Series A. Proceeds were primarily used
to retire short-term debt.
Tandy established an employee stock ownership plan
("TESOP") in 1990. This plan issued $100,000,000 of debt in
July 1990 to purchase preferred stock from the Company for
funding of the plan. The Company has guaranteed the
repayment of the TESOP notes and, as a result, the
indebtedness of the TESOP has been recognized as a long-term
obligation on the Company's consolidated balance sheet.
Dividend payments and contributions by the Company will be
used to repay the indebtedness.
The debt-to-capitalization ratio was 22.8%, 27.3%, 23.4%
and 24.8% at December 31, 1993, December 31, 1992, June 30,
1992 and June 30, 1991, respectively. This
debt-to-capitalization ratio should improve further in fiscal
1994 due to the cash proceeds from divestitures being used to
retire debt.
The Company's available borrowing facilities as of
December 31, 1993 are detailed in Note 9 of the Notes to
Consolidated Financial Statements. Management believes that
the Company's present borrowing capacity is greater than the
established credit lines and long-term debt in place.
Management believes that the Company's cash flow from
operations, cash and short-term investments, expected
proceeds from divestitures and its available borrowing
facilities are more than adequate to fund planned store
expansion, growth in the Company's private label credit
accounts, retirement of the 10% subordinated debentures and
to meet debt service and preferred dividend requirements.
Inflation has not significantly impacted the Company
over the past three years. Management does not expect
inflation to have a significant impact on operations in the
foreseeable future unless global situations substantially
affect the world economy.
The American Institute of Certified Public Accountants
issued Statement of Position 93-7, "Reporting on Advertising
Costs" in December 1993. The statement generally requires
all advertising costs to be expensed in the period in which
the costs are incurred or the first time the advertising
takes place and is effective for years beginning after June
15, 1994. The statement is not anticipated to have any
material effect on the results of operation or financial
condition of the Company.
SALE OF JOINT VENTURE INTEREST
During the quarter ended September 30, 1993, the Company
entered into definitive agreements with Nokia Corporation
("Nokia") to sell the Company's interests in two cellular
telephone manufacturing joint ventures with Nokia, TMC
Company Ltd. located in Masan, Korea, and TNC Company located
in Fort Worth, Texas. Pursuant to the terms of the
definitive agreements, the Company received an aggregate of
approximately $31,700,000 for its interests in these joint
ventures. The Company also entered into a three-year
Preferred Supplier Agreement pursuant to which it has agreed
to purchase from Nokia substantially all of Radio Shack's
requirements for cellular telephones at prevailing
competitive market prices at the time of the purchase. These
operations were not part of the overall divestment plan
adopted in June 1993 by the Company's Board of Directors;
therefore, the gain on the sale and their results of
operations are not included in discontinued operations.
INTERTAN UPDATE
InterTAN Inc. ("InterTAN"), the former foreign retail
operations of Tandy, was spun off to Tandy stockholders as a
tax-free dividend in fiscal 1987. Under the merchandise
purchase terms of the original distribution agreement,
InterTAN could purchase on payment terms from Tandy, at
negotiated prices, new and replacement models of products
that Tandy had in its Radio Shack U.S. catalog or which Tandy
may reasonably secure. A&A International ("A&A"), a
subsidiary of Tandy, was the exclusive purchasing agent for
products originating in the Far East for InterTAN.
On July 16, 1993 InterTAN had an account payable to
Tandy of approximately $17,000,000 of which $7,600,000 was in
default. InterTAN's outstanding purchase orders for
merchandise placed under the distribution agreement with
Tandy, but not yet shipped, totaled approximately
$44,000,000. Because InterTAN had defaulted, on July 16
Tandy terminated the merchandise purchase terms of the
distribution agreement and the license agreements. Tandy
offered InterTAN interim license agreements which expired
July 22, 1993, unless extended. These were extended on July
23, 1993.
On July 30, 1993 Trans World Electronics, Inc. ("Trans
World"), a subsidiary of Tandy, reached agreement with
InterTAN's banking syndicate to buy approximately $42,000,000
of InterTAN's debt at a negotiated, discounted price. The
closing of this purchase occurred on August 5, 1993, at which
time Tandy resumed limited shipments to InterTAN and granted
a series of short-term, interim licenses pending the
execution of new license and merchandise agreements. The
debt purchased from the banks has been restructured into a
seven-year note with interest of 8.64% due semiannually
beginning February 25, 1994 and semiannual principal payments
beginning February 25, 1995 (the "Series A" note). Trans
World also provided approximately $10,000,000 in working
capital and trade credit to InterTAN. Interest on the
working capital loan (the "Series B" note) of 8.11% is due
semiannually beginning February 25, 1994 with the principal
due in full on August 25, 1996. Trans World also has
received warrants with a five-year term exercisable for
approximately 1,450,000 shares of InterTAN common stock at an
exercise price of $6.62 per share. As required by an
agreement with Trans World, InterTAN filed a registration
statement on January 21, 1994 seeking to register the
warrants under the Securities Act of 1933.
In addition to the bank debt purchased by Trans World
and the working capital loan, InterTAN's obligations to Trans
World included two additional notes for approximately
$23,665,000 (the "Series C" note) and $24,037,000 (the
"Series D" note) with interest rates of 7.5% and 8%,
respectively. The notes represent the restructuring of
InterTAN accounts payable for merchandise already shipped and
require monthly interest payments. Also, InterTAN had
obligations for purchase orders outstanding for merchandise
ordered by A&A for InterTAN but not yet shipped totaling
approximately $31,262,000 at December 31, 1993. All
principal and interest on the Series C note was paid in full
by December 31, 1993. As merchandise under existing
outstanding purchase orders is shipped, A&A will invoice
InterTAN and amounts owed will be assigned to Trans World and
will increase the amount of the Series D note. The balance
of the Series D note as of December 31, 1993 was
approximately $7,500,000. All of Tandy's debt from InterTAN
is secured by a first priority lien on substantially all of
InterTAN's assets.
A new merchandise agreement was reached with InterTAN in
October 1993 which requires future purchase orders be backed
by letters of credit posted by InterTAN. New license
agreements have been negotiated which provide for a future
royalty to Tandy.
As required by the various agreements now existing
between Tandy and InterTAN, InterTAN has obtained a bank
revolving credit facility for Canadian $30,000,000 (U.S.
$22,662,000 equivalent at December 31, 1993). Tandy has
agreed with InterTAN's new banking agent, that in case of
InterTAN's default on the bank credit line, Tandy will, at
the option of the bank, purchase InterTAN's inventory and
related accounts receivable at 50% of their net book value,
up to the amount of outstanding bank loans, but not to exceed
Canadian $60,000,000 (U.S. $45,324,000 equivalent at December
31, 1993). In that event, Tandy could foreclose on its first
priority lien on InterTAN's assets. If Tandy fails to
purchase the inventory and related accounts receivable of
InterTAN from the bank, InterTAN's banking agent, upon notice
to Tandy and expiration of time, can foreclose upon
InterTAN's assets ahead of Tandy. At December 31, 1993,
InterTAN had no borrowings under this revolving credit
facility.
As of December 31,1993 InterTAN owed Tandy an aggregate
of $63,511,000. The current portion of the obligation
approximates $11,650,000 and the non-current portion
approximates $51,861,000. In 1993 Tandy has not recognized
any accretion of discount on the note receivable from
InterTAN resulting from the purchase of the bank debt at a
discounted price but will commence accretion of such discount
in 1994 due to InterTAN's financial results and payment
history as of December 31, 1993. Accretion of this discount
will be based on the effective interest rate method and will
approximate $3,856,000 in 1994. During the year ended
December 31, 1993, Tandy recognized approximately $93,315,000
of sales to InterTAN and interest income of $3,085,000.
Tandy's sales to InterTAN totaled $90,130,000 during the six
months ended December 31, 1992, $171,126,000 during fiscal
1992, and $160,024,000 during fiscal 1991.
A&A will continue as the exclusive purchasing agent for
InterTAN in the Far East on a commission basis. Commencing
in March 1994 only the purchasing agent commission and sales
by Tandy manufacturing plants to InterTAN will be recorded as
sales. InterTAN purchases from third parties through A&A
will no longer be recorded as sales reflecting the
arrangement under the new merchandise agreement.
Accordingly, management expects that reported sales by Tandy
to InterTAN in 1994 will be considerably lower than in prior
years, however, the earned income relating thereto will not
be materially different.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Index to Consolidated Financial Statements and
Financial Statement Schedules is found on page 29. The
Company's Financial Statements, Notes to Consolidated
Financial Statements and Financial Statement Schedules follow
the index.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Tandy will file a definitive proxy statement with the
Securities and Exchange Commission not later than 120 days
after the end of the fiscal year covered by this Form 10-K
pursuant to Regulation 14A. The information called for by
this Item with respect to directors has been omitted pursuant
to General Instruction G(3). This information is
incorporated by reference from the Proxy Statement for the 1994
Annual Meeting. For information relating to the Executive Officers
of the Company, see Part I of this report. The Section 16(A)
reporting information is incorporated by reference from the
Proxy Statement for the 1994 Annual Meeting.
ITEM 11. EXECUTIVE COMPENSATION
Tandy will file a definitive proxy statement with the
Securities and Exchange Commission not later than 120 days
after the end of the fiscal year covered by this Form 10-K
pursuant to Regulation 14A. The information called for by
this Item with respect to executive compensation has been
omitted pursuant to General Instruction G(3). This
information is incorporated by reference from the Proxy
Statement for the 1994 Annual Meeting.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Tandy will file a definitive proxy statement with the
Securities and Exchange Commission not later than 120 days
after the end of the fiscal year covered by this Form 10-K
pursuant to Regulation 14A. 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). This information is incorporated
by reference from the Proxy Statement for the 1994 Annual
Meeting.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Tandy will file a definitive proxy statement with the
Securities and Exchange Commission not later than 120 days
after the end of the fiscal year covered by this Form 10-K
pursuant to Regulation 14A. 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). This information is
incorporated by reference from the Proxy Statement for the
1994 Annual Meeting.
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
2. Financial Statement Schedules
The financial statements and financial statement
schedules filed as a part of this report are listed in the
"Index to Consolidated Financial Statements and Financial
Statement Schedules" on page 29. The index, statements and
schedules are incorporated herein by reference.
3. Exhibits required by Item 601 of Regulation
S-K
A list of the exhibits required by Item 601 of
Regulation S-K and filed as part of this report is set forth
in the Index to Exhibits on page 63, which immediately
precedes such exhibits.
Certain instruments defining the rights of holders of
long-term debt of the Company and its consolidated
subsidiaries are not filed as exhibits to this report because
the total amount of securities authorized thereunder does not
exceed ten percent of the total assets of the Company on a
consolidated basis. The Company hereby agrees to furnish the
Securities and Exchange Commission copies of such instruments
upon request.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the three months
ended December 31, 1993.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Tandy Corporation has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TANDY CORPORATION
March 30, 1994 /s/ John V. Roach
______________________
John V. Roach
Chairman of the Board, Chief
Executive Officer and President
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Tandy Corporation has duly
caused this report to be signed on its behalf by the
following persons in the capacities indicated on this 30th
day of March, 1994.
Signature Title
/s/ John V. Roach Chairman of the Board, Chief
___________________________
John V. Roach Executive Officer and President
(Chief Executive Officer)
/s/ William C. Bousquette Executive Vice President and
___________________________
William C. Bousquette Chief Financial Officer
(Principal Financial Officer)
/s/ Richard L. Ramsey Vice President and Controller
___________________________
Richard L. Ramsey (Principal Accounting Officer)
/s/ James I. Cash, Jr. Director
___________________________
James I. Cash, Jr.
/s/ Caroline R. Hunt Director
___________________________
Caroline R. Hunt
/s/ Lewis F. Kornfeld, Jr. Director
___________________________
Lewis F. Kornfeld, Jr.
/s/ Jack L. Messman Director
___________________________
Jack L. Messman
/s/ William G. Morton Director
___________________________
William G. Morton
/s/ Thomas G. Plaskett Director
___________________________
Thomas G. Plaskett
/s/ William T. Smith Director
___________________________
William T. Smith
/s/ Alfred J. Stein Director
___________________________
Alfred J. Stein
/s/ William E.Tucker Director
___________________________
William E. Tucker
/s/ Jesse L. Upchurch Director
___________________________
Jesse L. Upchurch
/s/ John A. Wilson Director
___________________________
John A. Wilson
TANDY CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
Page
Report of Independent Accountants. . . . . . . . . . 30
Consolidated Statements of Income for the year
ended December 31, 1993, the six months ended
December 31, 1992 and each of the two years ended
June 30, 1992. . . . . . . . . . . . . . . . . . . 31
Consolidated Balance Sheets at December 31, 1993
and December 31, 1992. . . . . . . . . . . . . . . 32
Consolidated Statements of Cash Flows for the year
ended December 31, 1993, the six months ended
December 31, 1992 and each of the two years ended
June 30, 1992. . . . . . . . . . . . . . . . . . . 33
Consolidated Statements of Stockholders' Equity for
the year ended December 31, 1993, the six months
ended December 31, 1992 and the two years ended
June 30, 1992 . . . . . . . . . . . . . . . . . . 34-35
Notes to Consolidated Financial Statements . . . . . 36-60
Financial Statement Schedules:
V-Property, Plant and Equipment. . . . . . . . . . 61
VI-Accumulated Depreciation and Amortization of
Property, Plant and Equipment . . . . . . . . . . 62
X-Supplementary Income Statement Information . . . 62
Separate financial statements of Tandy Corporation have
been omitted because Tandy is primarily an operating company
and the amount of restricted net assets of consolidated and
unconsolidated subsidiaries and Tandy's equity in
undistributed earnings of 50% or less-owned companies
accounted for by the equity method are not significant. All
subsidiaries of Tandy Corporation are included in the
consolidated financial statements. Financial statements of
50% or less-owned companies have been omitted because they do
not, considered individually or in the aggregate, constitute
a significant subsidiary.
The financial statement schedules should be read in
conjunction with the consolidated financial statements. All
other schedules have been omitted because they are not
applicable, not required or the information is included in
the consolidated financial statements or notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Tandy Corporation
In our opinion, the consolidated financial statements listed
in the accompanying index on page 29 present fairly, in all
material respects, the financial position of Tandy
Corporation and its subsidiaries (the "Company") at December
31, 1993 and 1992, and the results of their operations and
their cash flows for the year ended December 31, 1993, the
six months ended December 31, 1992, and for each of the two
years in the period ended June 30, 1992 in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Company's
management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted
our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles
used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
As discussed in Note 2 to the consolidated financial
statements, the Company changed its method of accounting for
income taxes in 1993 and for extended warranty and service
contracts in fiscal 1991.
/s/ Price Waterhouse____________________
PRICE WATERHOUSE
Fort Worth, Texas
February 22, 1994
[Enlarge/Download Table]
CONSOLIDATED STATEMENTS OF INCOME
Tandy Corporation
and Subsidiaries
<CAPTIONS>
Year Ended Six Months Ended
December 31, December 31, Year Ended June 30,
__________________ __________________ _______________________________________
1993 1992 1992 1991
Reclassified for discontinued operations. % of % of % of % of
(In thousands, except per share amounts) Dollars Revenues Dollars Revenues Dollars Revenues Dollars Revenues
________________________________________________________________________________________________________________________
Net sales and operating
revenues . . . . . . . . . . . . . . $4,102,551 100.0% $2,161,149 100.0% $3,649,284 100.0% $3,573,699 100.0%
Cost of products sold. . . . . . . . . 2,382,607 58.1 1,221,231 56.5 1,926,390 52.8 1,831,702 51.3
__________ _____ __________ _____ __________ _____ __________ _____
Gross profit . . . . . . . . . . . . . 1,719,944 41.9 939,918 43.5 1,722,894 47.2 1,741,997 48.7
__________ _____ __________ _____ __________ _____ __________ _____
Expenses:
Selling, general and
administrative . . . . . . . . . . . 1,354,676 33.0 761,799 35.2 1,342,120 36.8 1,347,540 37.7
Depreciation and
amortization . . . . . . . . . . . . 79,944 1.9 39,960 1.9 74,521 2.0 71,208 2.0
Net interest income. . . . . . . . . . (25,831) (0.6) (12,758) (0.6) (24,245) (0.6) (28,559) (0.8)
Provision for restructuring costs . . -- -- 48,000 2.2 -- -- 8,531 0.2
__________ _____ __________ _____ __________ _____ __________ _____
1,408,789 34.3 837,001 38.7 1,392,396 38.2 1,398,720 39.1
__________ _____ __________ _____ __________ _____ __________ _____
Income before income taxes,
discontinued operations and
cumulative effect of change in
accounting principle . . . . . . . . 311,155 7.6 102,917 4.8 330,498 9.0 343,277 9.6
Provision for income taxes . . . . . . 115,523 2.8 35,236 1.6 119,785 3.3 123,342 3.4
__________ _____ __________ _____ __________ _____ __________ _____
Income from continuing operations . . 195,632 4.8 67,681 3.2 210,713 5.7 219,935 6.2
__________ _____ __________ _____ __________ _____ __________ _____
Loss from discontinued operations:
Operating loss, net of tax . . . . . (57,619) (1.4) (63,875) (3.0) (26,866) (0.7) (13,872) (0.4)
Loss on disposal, net of tax . . . . (54,178) (1.3) -- -- -- -- -- --
__________ _____ __________ _____ __________ _____ __________ _____
(111,797) (2.7) (63,875) (3.0) (26,866) (0.7) (13,872) (0.4)
__________ _____ __________ _____ __________ _____ __________ _____
Income before cumulative
effect of change in
accounting principle . . . . . . . . 83,835 2.1 3,806 0.2 183,847 5.0 206,063 5.8
Cumulative effect on prior years
of change in accounting principle,
net of taxes . . . . . . . . . . . . 13,014 0.3 -- -- -- -- (10,619) (0.3)
__________ _____ __________ _____ __________ _____ __________ _____
Net income . . . . . . . . . . . . . . $ 96,849 2.4% $ 3,806 0.2% $ 183,847 5.0% $ 195,444 5.5%
__________ _____ __________ _____ __________ _____ __________ _____
__________ _____ __________ _____ __________ _____ __________ _____
Net income per average common
and common equivalent share:
Income from continuing operations . . $ 2.48 $ 0.86 $ 2.60 $ 2.75
Loss from discontinued operations . . (1.47) (0.84) (0.34) (0.17)
__________ __________ __________ __________
Income before cumulative effect of
change in accounting principle . . . 1.01 0.02 2.26 2.58
Cumulative effect on prior years of
change in accounting principle,
net of taxes . . . . . . . . . . . . 0.17 -- -- (0.14)
__________ __________ __________ __________
Net income per average common and
common equivalent share . . . . . . $ 1.18 $ 0.02 $ 2.26 $ 2.44
__________ __________ __________ __________
__________ __________ __________ __________
Average common and common
equivalent shares outstanding . . . 76,184 75,559 79,011 78,258
__________ __________ __________ __________
__________ __________ __________ __________
The accompanying notes are an integral part of these financial statements.
[Enlarge/Download Table]
CONSOLIDATED BALANCE SHEETS
Tandy Corporation and Subsidiaries
<CAPTIONS>
Reclassified for discontinued operations. December 31,
(In thousands) ___________________________
1993 1992
______________________________________________________________________________________________________
Assets
Current assets:
Cash and short-term investments. . . . . . . . . . . . . . . . . . . . $ 213,235 $ 112,626
Accounts and notes receivable, less allowance for doubtful accounts. . 582,443 797,748
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,276,302 1,472,365
Deferred tax and other current assets. . . . . . . . . . . . . . . . . 88,005 162,012
__________ __________
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 2,159,985 2,544,751
__________ __________
Property, plant and equipment, at cost, less accumulated depreciation. . 463,738 546,585
Investment in discontinued operations. . . . . . . . . . . . . . . . . . 405,664 --
Other assets, net of accumulated amortization . . . . . . . . . . . . . 189,712 290,092
__________ __________
$3,219,099 $3,381,428
__________ __________
__________ __________
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 346,164 $ 375,006
Subordinated debentures, net of unamortized bond discount . . . . . . 31,739 --
Current portion of guarantee of TESOP indebtedness . . . . . . . . . . 10,050 10,700
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 279,942 245,966
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 349,057 421,158
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . 14,690 13,880
__________ __________
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . 1,031,642 1,066,710
__________ __________
Notes payable, due after one year. . . . . . . . . . . . . . . . . . . . 127,708 223,218
Guarantee of TESOP indebtedness. . . . . . . . . . . . . . . . . . . . . 58,930 68,980
Subordinated debentures, net of unamortized bond discount . . . . . . . -- 30,580
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . -- 53,984
Other non-current liabilities. . . . . . . . . . . . . . . . . . . . . . 50,069 49,605
__________ __________
Total other liabilities 236,707 426,367
__________ __________
Stockholders' equity:
Preferred stock, no par value, 1,000,000 shares authorized
Series A junior participating, 100,000 shares authorized and none issued -- --
Series B convertible, 100,000 shares authorized and issued . . . . 100,000 100,000
Series C PERCS, 150,000 shares authorized and issued . . . . . . . . 429,982 429,982
Common stock, $1 par value, 250,000,000 shares authorized
with 85,645,000 shares issued. . . . . . . . . . . . . . . . . . . . 85,645 85,645
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . 85,752 86,414
Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,028,041 2,006,174
Foreign currency translation effects . . . . . . . . . . . . . . . . . 1,003 (11,056)
Common stock in treasury, at cost, 21,689,000, and 22,419,000 shares,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . (707,331) (726,861)
Unearned deferred compensation related to TESOP . . . . . . . . . . . (72,342) (81,947)
__________ __________
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . 1,950,750 1,888,351
Commitments and contingent liabilities . .
__________ __________
$3,219,099 $3,381,428
__________ __________
__________ __________
The accompanying notes are an integral part of these financial statements.
[Enlarge/Download Table]
CONSOLIDATED STATEMENTS OF CASH FLOWS
Tandy Corporation and Subsidiaries
<CAPTIONS>
Six Months
Year Ended Ended Year Ended
Reclassified for discontinued operations. December 31, December 31, June 30,
(In thousands) ____________ ____________ ________________________
1993 1992 1992 1991
__________________________________________________________________________________________________________________
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 96,849 $ 3,806 $ 183,847 $ 195,444
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss reserve on disposal of discontinued operations . 54,178 -- -- --
Reserve for restructuring. . . . . . . . . . . . . . . -- 87,500 -- 13,753
Cumulative effect on prior years of change in
accounting principle, net of taxes . . . . . . . . . (13,014) -- -- 10,619
Depreciation and amortization. . . . . . . . . . . . . 98,571 53,502 103,281 99,698
Deferred income taxes and other items . . . . . . . . 11,552 (29,097) 9,302 (29,633)
Provision for credit losses and bad debts . . . . . . 57,491 41,483 67,388 60,643
Gain on sale of subsidiary, assets of which
were primarily real estate . . . . . . . . . . . . . -- -- (18,987) --
Changes in operating assets and liabilities:
Securitization of customer receivables . . . . . . -- -- -- 350,000
Receivables. . . . . . . . . . . . . . . . . . . . 30,133 (107,295) (121,719) (256,445)
Inventories. . . . . . . . . . . . . . . . . . . . (63,965) (81,069) (89,441) 151,339
Other current assets . . . . . . . . . . . . . . . 16,158 (11,882) (2,955) (2,028)
Accounts payable, accrued expenses and income taxes 34,341 56,732 16,066 23,963
_________ _________ _________ _________
Net cash provided by operating activities . . . . . . . . 322,294 13,680 146,782 617,353
_________ _________ _________ _________
Investing activities:
Additions to property, plant and equipment . . . . . . . . (129,287) (69,661) (127,495) (151,098)
Proceeds from sale of divested operations . . . . . . . . 111,988 -- -- --
Proceeds from sale of subsidiary, assets
of which were primarily real estate . . . . . . . . . . -- -- 20,293 --
Purchase of InterTAN's bank debt and restructuring
of working capital . . . . . . . . . . . . . . . . . . . (31,663) -- -- --
Other investing activities . . . . . . . . . . . . . . . . (3,187) (20,510) 5,012 10,599
_________ _________ _________ _________
Net cash used by investing activities . . . . . . . . . . (52,149) (90,171) (102,190) (140,499)
_________ _________ _________ _________
Financing activities:
Purchases of treasury stock. . . . . . . . . . . . . . . . (27,650) (24,595) (527,773) (83,086)
Sales of treasury stock to employee
stock purchase program . . . . . . . . . . . . . . . . . 42,067 25,412 49,590 50,383
Issuance of Series C PERCS . . . . . . . . . . . . . . . . -- -- 429,982 --
Issuance of preferred stock to TESOP . . . . . . . . . . . -- -- -- 100,000
Dividends paid, net of taxes . . . . . . . . . . . . . . . (74,873) (37,443) (56,132) (51,478)
Changes in short-term borrowings-net . . . . . . . . . . . (46,885) 186,917 57,533 (598,763)
Additions to long-term borrowings. . . . . . . . . . . . . -- 1,043 21,071 210,167
Repayments of long-term borrowings . . . . . . . . . . . . (62,195) (68,671) (98,702) (52,981)
_________ _________ _________ _________
Net cash provided (used) by financing activities . . . . . (169,536) 82,663 (124,431) (425,758)
_________ _________ _________ _________
Increase (decrease) in cash and
short-term investments . . . . . . . . . . . . . . . . . 100,609 6,172 (79,839) 51,096
Cash and short-term investments
at the beginning of the year . . . . . . . . . . . . . . 112,626 106,454 186,293 135,197
_________ _________ _________ _________
Cash and short-term investments
at the end of the year . . . . . . . . . . . . . . . . . $ 213,235 $ 112,626 $ 106,454 $ 186,293
_________ _________ _________ _________
_________ _________ _________ _________
The accompanying notes are an integral part of these financial statements.
[Enlarge/Download Table]
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Tandy Corporation and Subsidiaries
<CAPTIONS>
Common Stock
Preferred ___________________
(In thousands) Stock Shares Dollars
_________________________________________________________________________________________________
Balance at June 30, 1990 . . . . . . . . . . . . . . . . . $ -- 95,645 $ 95,645
Purchase of treasury stock . . . . . . . . . . . . . . . . -- -- --
Foreign currency translation adjustments, net of taxes . . -- -- --
Sale of treasury stock to SPP. . . . . . . . . . . . . . . -- -- --
Exercise of stock options. . . . . . . . . . . . . . . . . -- -- --
GRiD earn out. . . . . . . . . . . . . . . . . . . . . . . -- -- --
Retirement of treasury stock . . . . . . . . . . . . . . . -- (10,000) (10,000)
Issuance of 100,000 shares of Series B convertible shares 100,000 -- --
Series B convertible stock dividends, net of taxes of
$2,337,000 . . . . . . . . . . . . . . . . . . . . . . . -- -- --
TESOP deferred compensation earned . . . . . . . . . . . . -- -- --
Common stock dividends declared. . . . . . . . . . . . . . -- -- --
Net income . . . . . . . . . . . . . . . . . . . . . . . . -- -- --
________ _______ ________
Balance at June 30, 1991 . . . . . . . . . . . . . . . . . 100,000 85,645 85,645
Purchase of treasury stock . . . . . . . . . . . . . . . . -- -- --
Tender offer for common stock. . . . . . . . . . . . . . . -- -- --
Foreign currency translation adjustments, net of taxes . . -- -- --
Sale of treasury stock to SPP. . . . . . . . . . . . . . . -- -- --
Exercise of stock options. . . . . . . . . . . . . . . . . -- -- --
Issuance of 150,000 shares of Series C PERCS . . . . . . . 429,982 -- --
Series B convertible stock dividends, net of taxes of
$2,530,000 . . . . . . . . . . . . . . . . . . . . . . . -- -- --
TESOP deferred compensation earned . . . . . . . . . . . . -- -- --
Series C PERCS dividends . . . . . . . . . . . . . . . . . -- -- --
Common stock dividends declared. . . . . . . . . . . . . . -- -- --
Net income . . . . . . . . . . . . . . . . . . . . . . . . -- -- --
________ _______ ________
Balance at June 30, 1992 . . . . . . . . . . . . . . . . . 529,982 85,645 85,645
Purchase of treasury stock . . . . . . . . . . . . . . . . -- -- --
Foreign currency translation adjustments, net of taxes . . -- -- --
Sale of treasury stock to SPP. . . . . . . . . . . . . . . -- -- --
Exercise of stock options. . . . . . . . . . . . . . . . . -- -- --
Series B convertible stock dividends, net of taxes of
$1,246,000 . . . . . . . . . . . . . . . . . . . . . . . -- -- --
TESOP deferred compensation earned . . . . . . . . . . . . -- -- --
Series C PERCS dividends . . . . . . . . . . . . . . . . . -- -- --
Common stock dividends declared. . . . . . . . . . . . . . -- -- --
Net income . . . . . . . . . . . . . . . . . . . . . . . . -- -- --
________ _______ ________
Balance at December 31, 1992 . . . . . . . . . . . . . . . 529,982 85,645 85,645
Purchase of treasury stock . . . . . . . . . . . . . . . . -- -- --
Foreign currency translation adjustments, net of taxes . . -- -- --
Sale of treasury stock to SPP. . . . . . . . . . . . . . . -- -- --
Exercise of stock options. . . . . . . . . . . . . . . . . -- -- --
Series B convertible stock dividends, net of taxes of
$2,497,000 . . . . . . . . . . . . . . . . . . . . . . . -- -- --
TESOP deferred compensation earned . . . . . . . . . . . . -- -- --
Series C PERCS dividends . . . . . . . . . . . . . . . . . -- -- --
Repurchase of preferred stock. . . . . . . . . . . . . . . -- -- --
Common stock dividends declared. . . . . . . . . . . . . . -- -- --
Net income . . . . . . . . . . . . . . . . . . . . . . . . -- -- --
________ _______ ________
Balance at December 31, 1993 . . . . . . . . . . . . . . . $529,982 85,645 $ 85,645
________ _______ ________
________ _______ ________
[Enlarge/Download Table]
<CAPTIONS>
Foreign
Treasury Stock Additional Currency Unearned
___________________ Paid-In Retained Translation Deferred
Shares Dollars Capital Earnings Effects Compensation Total
____________________________________________________________________________________________________
(16,513) $(634,739) $132,750 $2,121,405 $ 8,435 $ -- $1,723,496
(2,933) (83,086) -- -- -- -- (83,086)
-- -- -- -- (9,633) -- (9,633)
1,667 62,161 (11,778) -- -- -- 50,383
53 1,867 (5) -- -- -- 1,862
476 15,974 (2,167) -- -- -- 13,807
10,000 370,670 (13,150) (347,520) -- -- --
-- -- -- -- -- (100,000) --
-- -- -- (4,538) -- -- (4,538)
-- -- -- -- -- 5,967 5,967
-- -- -- (46,940) -- -- (46,940)
-- -- -- 195,444 -- -- 195,444
_______ _________ ________ __________ _______ _________ __________
(7,250) (267,153) 105,650 1,917,851 (1,198) (94,033) 1,846,762
(3,521) (96,348) -- -- -- -- (96,348)
(13,500) (433,575) -- -- -- -- (433,575)
-- -- -- -- 3,477 -- 3,477
1,795 62,256 (12,666) -- -- -- 49,590
20 688 -- -- -- -- 688
-- -- -- -- -- -- 429,982
-- -- -- (4,911) -- -- (4,911)
-- -- -- -- -- 8,233 8,233
-- -- -- (12,573) -- -- (12,573)
-- -- -- (44,432) -- -- (44,432)
-- -- -- 183,847 -- -- 183,847
_______ _________ ________ __________ _______ _________ __________
(22,456) (734,132) 92,984 2,039,782 2,279 (85,800) 1,930,740
(959) (25,000) -- -- -- -- (25,000)
-- -- -- -- (13,335) -- (13,335)
987 31,982 (6,570) -- -- -- 25,412
9 289 -- -- -- -- 289
-- -- -- (2,419) -- -- (2,419)
-- -- -- -- -- 3,853 3,853
-- -- -- (16,050) -- -- (16,050)
-- -- -- (18,945) -- -- (18,945)
-- -- -- 3,806 -- -- 3,806
_______ _________ ________ __________ _______ _________ __________
(22,419) (726,861) 86,414 2,006,174 (11,056) (81,947) 1,888,351
(763) (24,749) -- -- -- -- (24,749)
-- -- -- -- 12,059 -- 12,059
1,311 42,292 (225) -- -- -- 42,067
182 5,882 (437) -- -- -- 5,445
-- -- -- (4,638) -- -- (4,638)
-- -- -- -- -- 9,605 9,605
-- -- -- (32,100) -- -- (32,100)
-- (3,895) -- -- -- -- (3,895)
-- -- -- (38,244) -- -- (38,244)
-- -- -- 96,849 -- -- 96,849
_______ _________ ________ __________ _______ _________ __________
(21,689) $(707,331) $ 85,752 $2,028,041 $ 1,003 $ (72,342) $1,950,750
_______ _________ ________ __________ _______ _________ __________
_______ _________ ________ __________ _______ _________ __________
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Tandy Corporation and Subsidiaries
NOTE 1-DESCRIPTION OF BUSINESS
Tandy Corporation ("Tandy" or the "Company") is engaged
in consumer electronics retailing including the retail sale
of personal computers. Radio Shack is the largest of Tandy's
retail store systems with company-owned stores and
dealer/franchise outlets. The Tandy Name Brand Retail Group
includes McDuff Electronics mall stores and Supercenters,
VideoConcepts mall stores and The Edge in Electronics stores.
Tandy also operates the Computer City and Incredible Universe
store chains. Additionally, Tandy continues to operate
certain related retail support groups and consumer
electronics manufacturing businesses.
NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The consolidated financial
statements include the accounts of Tandy and its wholly owned
subsidiaries, including its credit and insurance
subsidiaries. Investments in 20% to 50% owned companies are
accounted for on the equity method. The manufacturing and
marketing operations included in the divestment plan have
been accounted for as discontinued operations. See Note 3
for further information relating to discontinued operations.
Significant intercompany transactions are eliminated in
consolidation.
CHANGE IN FISCAL YEAR: On January 10, 1993, the Board
of Directors authorized the fiscal year of Tandy to be
changed from June 30 to December 31 and as of December 31,
1992 this change was made. The fiscal periods of certain
foreign operations end one month earlier than the Company's
year end to facilitate their inclusion in the consolidated
financial statements.
FOREIGN CURRENCY TRANSLATION: In accordance with the
Financial Accounting Standards Board (the "FASB") Statement
No. 52, "Foreign Currency Translation," balance sheet
accounts of the Company's foreign operations are translated
from foreign currencies into U.S. dollars at year end or
historical rates while income and expenses are translated at
the weighted average sales exchange rates for the year.
Translation gains or losses related to net assets located
outside the United States are shown as a separate component
of stockholders' equity. Losses aggregating $19,803,000, net
of tax, relating to discontinued operations were transferred
from equity and charged to loss on disposal of discontinued
operations during 1993. Gains and losses resulting from
foreign currency transactions (transactions denominated in a
currency other than the entity's functional currency) are
included in net income. Such foreign currency transaction
gains approximated $762,000 for the year ended December 31,
1993, $3,065,000 for the six months ended December 31, 1992
and $10,642,000 and $13,051,000 for fiscal years 1992 and
1991, respectively.
CHANGE IN ACCOUNTING PRINCIPLE-PROVISION FOR INCOME
TAXES: In January 1993, the Company adopted Statement of
Financial Accounting Standards ("FAS") No. 109, "Accounting
for Income Taxes" ("FAS 109") and applied the provisions
prospectively. The adoption of FAS 109 changes the Company's
method of accounting for income taxes from the deferred
method ("APB 11") to an asset and liability approach.
Previously, the Company deferred the past tax effects of
timing differences between financial reporting and taxable
income. The asset and liability approach requires the
recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of assets and
liabilities.
The adjustments to the January 1, 1993 balance sheet to
adopt FAS 109 totaled $13,014,000. Approximately $9,786,000
of this adjustment related to continuing operations and the
remaining $3,228,000 was from discontinued operations. The
aggregate amount of $13,014,000 is reflected in the
accompanying 1993 Consolidated Statements of Income as the
cumulative effect of change in accounting principle. It
primarily represents the impact of adjusting deferred taxes
to reflect the then current tax rate of 34% as opposed to the
higher tax rates that were in effect when the deferred taxes
originated. See Note 12 for further discussion of income
taxes.
CHANGE IN ACCOUNTING PRINCIPLE-EXTENDED WARRANTY AND
SERVICE CONTRACTS: Tandy's retail operations offer extended
warranty and service contracts on products sold. These
contracts generally provide extended warranty coverage for
periods of 12 to 48 months.
The FASB issued Technical Bulletin No. 90-1, "Accounting
for Separately Priced Extended Warranty and Product
Maintenance Contracts" in December 1990. This bulletin
requires revenues from sales of extended warranty and service
contracts to be recognized ratably over the lives of the
contracts. Costs directly related to sales of such contracts
are to be deferred and charged to expense proportionately as
the revenues are recognized. A loss is recognized on
extended warranty and service contracts if the sum of the
expected costs of providing services under the contracts
exceeds related unearned revenue.
During the fourth quarter of fiscal 1991, the Company
elected to adopt this technical bulletin on a retroactive
basis to the beginning of fiscal 1991 by restating the
previously reported three quarters. The method of adoption
included the application of this accounting change to all
existing contracts outstanding at July 1, 1990 and to all
contracts entered into during fiscal 1991. Prior to the
adoption of this technical bulletin, the Company had
recognized a portion of the extended warranty and service
contract revenues immediately, deferred the remaining
revenues which were recognized ratably over their contract
lives and expensed associated costs as incurred.
The effect of this change for fiscal 1991 was to
decrease income before the cumulative effect of the change in
accounting by $3,708,000 ($.05 per share). The cumulative
effect of the change on years prior to 1991, net of income
taxes of $5,471,000, was to decrease 1991 net income by
$10,619,000 ($.14 per share).
CASH AND SHORT-TERM INVESTMENTS: Cash on hand in
stores, deposits in banks and short-term investments with
original maturities of three months or less are considered
cash and cash equivalents. Short-term investments are
carried at cost, which approximates market value.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS:
CREDIT OPERATIONS-The customer receivables of the
credit operations are classified as current assets, including
amounts which are contractually due after one year. This is
consistent with retail industry practices.
Finance charges, late charges and returned check fees
arising from the Company's private label credit cards are
recognized when earned, as interest income. The Company's
policy is to write off accounts after 210 days past the
initial billing date without payment of the amount due or
whenever deemed uncollectible by management, whichever is
sooner. Collection efforts continue subsequent to write-off.
The Company is charged a fee by an outside accounts
receivable processing service for establishing new accounts.
These initial direct costs are capitalized and amortized on a
straight-line basis over a period of 84 months, the estimated
life over which the account will be used by a customer. These
costs are shown in the accompanying consolidated balance
sheets as a part of the related accounts receivable.
Amortization of these loan origination costs are included as
a reduction of interest income in the accompanying
consolidated statements of income. Costs to process accounts
on an ongoing basis are expensed as incurred.
OTHER CUSTOMER RECEIVABLES-An allowance for doubtful
accounts is provided when accounts are determined to be
uncollectible.
Concentrations of credit risk with respect to customer
receivables are limited due to the large number of customers
comprising the Company's base and their location in many
different geographic areas of the country.
INVENTORIES: Inventories are stated at the lower of
cost (principally based on average cost) or market value.
PROPERTY AND EQUIPMENT: For financial reporting
purposes, depreciation and amortization are primarily
calculated using the straight-line method, which amortizes
the cost of the assets over their estimated useful lives. The
ranges of estimated useful lives are:
_____________________________________________________________
Buildings. . . . . . . . . . . . . . . . . . . .10-40 years
Equipment. . . . . . . . . . . . . . . . . . . . 2-15 years
Leasehold improvements . . . . . . . . . . . . .the shorter
of the life of the improvements or the
term of the related lease and certain renewal periods
_____________________________________________________________
When depreciable assets are sold or retired, the related
cost and accumulated depreciation are removed from the
accounts. Any gains or losses are included in selling,
general and administrative expenses. Major additions and
betterments are capitalized. Maintenance and repairs which
do not materially improve or extend the lives of the
respective assets are charged to operating expenses as
incurred.
AMORTIZATION OF EXCESS PURCHASE PRICE OVER NET TANGIBLE
ASSETS OF BUSINESSES ACQUIRED: The excess purchase price is
generally amortized over a 40-year period using the
straight-line method and is classified as a non-current
asset.
FAIR VALUE OF FINANCIAL INSTRUMENTS: The fair value of
financial instruments is determined by reference to various
market data and other valuation techniques as appropriate.
Unless otherwise disclosed, the fair values of financial
instruments approximate their recorded values.
REVENUES: Retail sales are recorded on the accrual
basis. Credit service charges are recorded monthly on the
basis of customer account balances.
PRE-STORE OPENING EXPENSES: Direct incremental expenses
associated with the openings of new stores are deferred and
amortized over a twelve-month period from the date of the
store opening.
NET INCOME PER AVERAGE COMMON AND COMMON EQUIVALENT
SHARE: Net income per average common and common equivalent
share is computed by dividing net income less the Series B
convertible stock dividends, net of taxes, by the weighted
average common and common equivalent shares outstanding
during the period. Current year weighted average share
calculations include 12,457,000 common shares relating to the
Preferred Equity Redemption Convertible Preferred Stock
("PERCS"). Per share amounts and the weighted average number
of shares outstanding for the six-month period ended December
31, 1992 and for the fiscal year ended June 30, 1992, have
been retroactively restated to reflect the assumption that
the PERCS would convert into 12,457,000 common shares in lieu
of the maximum number of common shares of 15,000,000. The
reduction is based upon Tandy's common stock price at
December 31, 1993 being in excess of the conversion strike
price thereby reducing the number of common shares that would
be issued to PERCS shareholders upon conversion. Earnings
per share amounts previously reported by the Company for the
six months ended December 31, 1992 and the fiscal year ended
June 30, 1992 were $0.84 and $2.58 for income from continuing
operations, respectively, and $0.02 and $2.24 for net income,
respectively. Fiscal 1991 and 1990 were not effected as the
PERCS were not outstanding during these years.
The Series B convertible stock dividends, net of taxes,
were $7,136,000 for the fiscal year ended December 31, 1993,
$2,419,000 for the six months ended December 31, 1992,
$4,911,000 in fiscal 1992 and $4,538,000 in fiscal 1991. The
taxes netted against these amounts were $0, $1,246,000,
$2,530,000 and $2,337,000, respectively. Upon adoption of
FAS 109 as of January 1, 1993 and in accordance with EITF
92-3, preferred dividends utilized in the earnings per share
calculation can no longer be reduced for associated tax
benefits paid on unallocated preferred stock held by an
employee stock ownership plan.
As the Series C PERCS mandatorily convert into common
stock, they are considered outstanding common stock and the
dividends are not deducted from net income for purposes of
calculating net income per average common and common
equivalent share. Dividends on the Series C PERCS, which
were issued in February 1992, were $32,100,000 for the year
ended December 31, 1993, $16,050,000 for the six months ended
December 31, 1992 and $12,573,000 for the year ended June 30,
1992.
Fully diluted earnings per common and common equivalent
share are not presented since dilution is less than 3%.
NOTE 3-DISCONTINUED OPERATIONS
On June 25, 1993, the Board of Directors of Tandy
adopted a formal plan of divestiture under which it would
sell its computer manufacturing and marketing businesses, the
O'Sullivan Industries, Inc. ready-to-assemble furniture
manufacturing and related marketing business, the Memtek
Products division and the Lika printed circuit board
business. The divestiture plan replaced the Company's plan
to spin off all of the Company's manufacturing and marketing
businesses as described in Tandy's Transition Report on Form
10-K/A-4 for the six-month period ended December 31, 1992. In
connection with the plan of divestiture the Company accounted
for the divestiture of these businesses as discontinued
operations and recognized an after-tax charge of $70,000,000
in its quarter ended June 30, 1993. This charge was
subsequently reduced by approximately $15,822,000 in the
quarter ended December 31, 1993. The reduction of the
reserve previously taken resulted from the better than
anticipated sales price received for O'Sullivan Industries
Holdings, Inc. partially offset by additional foreign
currency translation losses and below plan operating results
of the divested companies during the divestment period, net
of related income tax adjustments. Prior year results of
operations have been reclassified to reflect the discontinued
operations treatment.
Computer Manufacturing. In furtherance of the
divestiture plan, the Company closed the sale of the
computer manufacturing and marketing businesses to AST
Research, Inc. ("AST") on July 13, 1993. In accordance
with the terms of the definitive agreement between Tandy
and AST, Tandy received $15,000,000 upon closing of the
sale. The balance of the purchase price of $90,000,000
(as adjusted post-closing based on the results of an
audit of the assets and liabilities conveyed) is payable
by a promissory note. The promissory note is payable in
three years and interest is accrued and paid annually.
The interest rate on the promissory note is currently
3.75% per annum and is adjusted annually, not to exceed
5% per annum. The terms of the promissory note
stipulate that the outstanding principal balance may be
paid at maturity at AST's option in cash or the common
stock of AST. However, at Tandy's option not more than
50% of the initial principal balance may be paid in
common stock of AST. The promissory note is supported
by a standby letter of credit in the amount of the
lesser of $100,000,000 or 70% of the outstanding
principal amount of the promissory note. At December
31, 1993, the standby letter of credit approximated
$67,704,000. Accounts receivable relating to the
computer operations, approximating $83,000,000 at June
30, 1993, inured to the benefit of Tandy upon
collection. At December 31, 1993, the balance of the
remaining accounts receivable, net of allowance for
doubtful accounts, was $7,700,000. Tandy also retained
certain inventory which it intends to liquidate before
June 30, 1994. At December 31, 1993, this inventory
amounted to approximately $3,700,000.
In October 1993, the Company sold its computer
marketing operations in France to AST, together with
certain other multimedia assets and additional Swedish
inventory, for an aggregate of approximately $6,700,000,
which was evidenced by an increase in the amount of the
promissory note described above to $96,700,000. The
Company has discounted this note by $2,000,000 and the
discount will be recognized as income using the
effective interest rate method over the life of the
note.
Memtek Products. On November 10, 1993, the Company
executed a definitive agreement with Hanny Magnetics
(B.V.I.) Limited, a British Virgin Islands corporation
("Hanny") to purchase certain assets of the Company's
Memtek Products operations, including the license
agreement with Memorex Telex, N.V. for the use of the
Memorex trademark on licensed consumer electronics
products. This sale closed on December 16, 1993. As of
December 31, 1993, Tandy has received payments of
$62,500,000, recorded a $7,102,000 receivable from Hanny
for the remaining purchase price and retained
approximately $61,000,000 in accounts receivable and
certain other assets for liquidation. Hanny is a
subsidiary of Hanny Magnetics (Holdings) Limited, a
Bermuda corporation, listed on the Hong Kong Stock
Exchange. At December 31, 1993, accounts receivable,
net of related allowance for doubtful accounts,
retained by Tandy approximated $40,100,000.
O'Sullivan Industries. On November 23, 1993, the
Company announced that it would sell the common stock of
O'Sullivan Industries, Inc. ("O'Sullivan") in an initial
public offering. On January 27, 1994 the Company
announced that it had reached an agreement with the
underwriters to sell O'Sullivan Industries Holdings,
Inc., the parent company of O'Sullivan, common stock to
the public at $22 per share. The net proceeds realized
by Tandy in the initial public offering, together with
the $40,000,000 cash dividend from O'Sullivan,
approximated $350,000,000. The initial public offering
closed on February 2, 1994.
Pursuant to a Tax Sharing and Tax Benefit
Reimbursement Agreement between Tandy and O'Sullivan
Industries Holdings, Inc., the Company will receive
payments from O'Sullivan resulting from an increased tax
basis of O'Sullivan's assets thereby increasing tax
deductions and accordingly, reducing income taxes
payable by O'Sullivan. The amount to be received by the
Company each year will approximate the federal tax
benefit expected to be realized with respect to the
increased tax basis. These payments will be made over a
15-year time period. The Company will recognize these
payments as additional sale proceeds and gain in the
year in which the payments become due and payable to the
Company.
Lika. On January 24, 1994, the Company announced
that it had signed a definitive agreement to sell its
manufacturing facilities which make Lika printed
circuit boards. This divestiture is expected to close
by June 1994 and is expected to yield approximately
$17,000,000 in proceeds, including cash, a note and the
liquidation of certain retained assets.
In connection with the computer manufacturing sale and
the Memtek Products sale, the Company agreed to retain
certain liabilities primarily relating to warranty
obligations on products sold prior to the sale. Management
believes that accrued reserves, as reflected on its December
31, 1993 balance sheet, are adequate to cover estimated
future warranty obligations for the products and for any
remaining costs to dispose of these operations.
With the closing of the Lika transaction, the
divestiture program announced in June 1993 will be complete.
Proceeds from the formal divestiture plan should total
approximately $715,000,000 including net income tax benefits
of $16,600,000 and notes receivable of approximately
$100,000,000 that mature by the end of 1996. The proceeds
from the divestitures are being used to reduce short-term
debt and for the expansion of the Incredible Universe and
Computer City store operations.
The losses from discontinued operations prior to the
measurement date are outlined in the table below.
[Enlarge/Download Table]
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ _________________ __________________
(In thousands) 1993 1992 1992 1991
______________________________________________________________________________________________
Net sales and operating revenues . . . $ 368,137 $500,861 $940,591 $954,821
_________ ________ ________ ________
_________ ________ ________ ________
Loss from discontinued operations:
Operating loss before income tax . . . $ (59,549) $(72,665) $(30,503) $ (4,387)
Income tax benefit (provision) . . . . 1,930 8,790 3,637 (9,485)
_________ ________ ________ ________
Operating loss . . . . . . . . . . . . (57,619) $(63,875) $(26,866) $(13,872)
_________ ________ ________ ________
________ ________ ________
Estimated loss on disposal . . . . . . (63,778)
Estimated operating loss during
phase out period . . . . . . . . . . (7,000)
Income tax benefit . . . . . . . . . . 16,600
_________
Loss on disposal . . . . . . . . . . . (54,178)
_________
Total loss from discontinued operations $(111,797)
_________
_________
A loss from the sale of the Company's computer
manufacturing operations to AST, inclusive of losses from
operations during the phase out period, is offset by the
gains from the sale of Memtek Products, O'Sullivan and Lika,
also inclusive of results of operations during the phase out
period.
Interest expense of $4,608,000 allocated through the
measurement date of June 30, 1993 and $5,170,000 for the six
months ended December 31, 1992, have been allocated to
discontinued operations based on the percentage of the net
assets of discontinued operations to total net assets.
At December 31, 1993 net assets of discontinued
operations consist primarily of inventories, accounts
receivable and property, plant and equipment, primarily
relating to O'Sullivan and Lika operations.
NOTE 4-RESTRUCTURING AND OTHER CHARGES
The Company adopted a plan resulting in business
restructuring charges during the six months ended December
31, 1992 designed to improve the Company's competitiveness
and future profitability. The pre-tax charge of $48,000,000
related primarily to the closing of approximately 110 of the
432 Tandy Name Brand Retail Group stores, mainly McDuff
Supercenters in major market areas and, to a lesser extent,
the elimination of certain product lines. Some product lines
were reduced or eliminated after consideration of competitive
factors and market trends. Additional restructuring charges
of $39,500,000 related to discontinued operations were
recognized in the six months ending December 31, 1992 and
primarily related to the write-off of goodwill, the
rationalization of certain product lines and the closure of
certain operations. This restructuring charge is included in
the operating loss from discontinued operations.
In fiscal 1991 an $8,531,000 charge was incurred for
restructuring. The charges consisted principally of costs
associated with closings of Radio Shack computer centers.
Restructuring charges relating to continuing operations are
presented in the accompanying income statements as a separate
line item.
NOTE 5-SHORT-TERM INVESTMENTS
The weighted average interest rate was 3.2% at December
31, 1993 for short-term investments totaling $153,839,000.
The weighted average interest rate was 3.5% at December 31,
1992 for short-term investments totaling $40,913,000.
NOTE 6-ACCOUNTS AND NOTES RECEIVABLE
Accounts and Notes Receivable
[Download Table]
<CAPTIONS>
December 31,
__________________
(In thousands) 1993 1992
________________________________________________________________________________
Gross customer receivable balances of credit operations. . $ 797,550 $834,321
Less securitized customer receivables . . . . . . . . . . (350,000) (350,000)
_________ ________
Customer receivable balances of credit operations . . . . 447,550 484,321
Plus initial direct costs, net of amortization of
$5,302,000 and $4,018,000, respectively . . . . . . . . 9,202 7,351
_________ ________
Net customer receivable balances of credit operations . . 456,752 491,672
Trade accounts receivable. . . . . . . . . . . . . . . . . 114,143 85,246
Receivable from InterTAN . . . . . . . . . . . . . . . . . 11,650 15,585
Other receivables. . . . . . . . . . . . . . . . . . . . . 22,238 26,257
Less allowance for doubtful accounts . . . . . . . . . . . (22,340) (21,945)
_________ ________
Receivables related to continuing operations . . . . . . . 582,443 596,815
Receivables related to discontinued operations, net. . . . -- 200,933
_________ ________
$582,443 $797,748
_________ ________
_________ ________
[Enlarge/Download Table]
Allowance for Doubtful Accounts
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ ________________ ________________
(In thousands) 1993 1992 1992 1991
__________________________________________________________________________________________________
Balance at the beginning of the year . . . . $ 21,945 $ 17,203 $ 16,359 $ 16,263
Provision for credit losses and bad debts
included in selling, general and
administrative expense. . . . . . . . . . . 55,043 38,735 62,509 53,049
Reserve allocated to securitized receivables (1,203) (2,033) (1,136) (12,126)
Uncollected receivables written off,
net of recoveries. . . . . . . . . . . . . (53,445) (31,960) (60,529) (40,827)
________ ________ ________ ________
Balance at the end of the year related to
continuing operations. . . . . . . . . . . 22,340 21,945 17,203 16,359
Balance at the end of the year related to
discontinued operations. . . . . . . . . . -- 8,849 8,208 15,604
________ ________ ________ ________
Balance at the end of the year . . . . . . . $ 22,340 $ 30,794 $ 25,411 $ 31,963
________ ________ ________ ________
________ ________ ________ ________
Effective May 1, 1991, the Company transferred
$573,500,000 of its customer receivables to a trust which, in
turn, on June 18, 1991, sold $350,000,000 of certificates
representing undivided interests in the trust in a public
offering. Net proceeds from the sale of receivables
approximated $346,000,000 and the Company recognized a gain
of approximately $3,900,000 related to the transaction. At
December 31, 1993 and 1992, all $350,000,000 of the
certificates were outstanding and, accordingly, were not
reflected in the Company's accounts receivable balances. The
fair value of the certificates at December 31, 1993 was
approximately $367,815,000. At December 31, 1993, the
balance of the receivables in the trust approximated
$651,700,000. The Company owns the remaining undivided
interest in the trust not represented by the certificates and
will continue to service the receivables for the trust.
Cash flows generated from the receivables in the trust
are dedicated to the payment of interest on the certificates
which have an annual fixed interest rate of 8.25%, absorption
of defaulted accounts in the trust and payment of servicing
fees to the Company with any remaining cash flows remitted to
the Company. In the event that such excess cash flows are
not sufficient to absorb defaulted accounts, the Company is
contingently liable up to a maximum amount of $136,100,000.
Under this agreement the trust may issue additional
series of certificates from time to time. Terms of any
future series will be determined at the time of issuance.
NOTE 7-PROPERTY, PLANT AND EQUIPMENT
December 31,
____________________
(In thousands) 1993 1992
_____________________________________________________________
Land . . . . . . . . . . . . . . . . . . $ 32,346 $ 20,942
Buildings. . . . . . . . . . . . . . . . 174,126 156,783
Furniture, fixtures and equipment . . . 394,242 393,886
Leasehold improvements . . . . . . . . . 314,424 310,509
________ ________
915,138 882,120
Less accumulated depreciation. . . . . . 451,400 437,180
________ ________
Property, plant and equipment related to
continuing operations. . . . . . . . . 463,738 444,940
Property, plant and equipment related to
discontinued operations, net . . . . . -- 101,645
________ ________
$463,738 $546,585
________ ________
________ ________
NOTE 8-OTHER ASSETS
Other assets includes the excess purchase price over net
tangible assets of businesses acquired for continuing
operations of $18,207,000 at December 31, 1993 and
$18,728,000 at December 31, 1992. These amounts are net of
accumulated amortization of $4,485,000, and $3,964,000,
respectively. The balance at December 31, 1993 includes
long-term receivables relating to InterTAN and AST of
$126,384,000, net of discount of $22,198,000. See Notes 3
and 21 for a further description of the terms of the AST and
InterTAN notes receivable. The balance at December 31, 1992
includes other assets relating to discontinued operations of
approximately $207,864,000.
NOTE 9-INDEBTEDNESS AND BORROWING FACILITIES
Borrowings payable within one year are summarized in the
accompanying short-term debt table on page 45. The
short-term debt caption includes primarily domestic seasonal
borrowings. The current portion of long-term debt at
December 31, 1993 includes $82,701,000 of medium-term notes
and other loans compared to $48,696,000 at December 31, 1992.
The short-term debt additionally includes $31,739,000 of 10%
subordinated debentures due June 30, 1994. This subordinated
debenture has been called by the Company for redemption on
April 1, 1994.
Tandy's short-term credit facilities, including
revolving credit lines, are summarized in the accompanying
short-term borrowing facilities table found on page 46.
A commercial paper program was established during fiscal
1991 for Tandy. The Company has a $400,000,000 committed
facility in place for the commercial paper program. This
facility is to be used only if maturing commercial paper
cannot be repaid due to an inability to sell new paper. This
facility is composed of two tranches of $200,000,000 each
expiring in June 1994 with annual commitment fees for the
tranches of 1/10 of 1% per annum and 3/20 of 1% per annum,
respectively, whether used or unused. The commercial paper
facility limits the amount of commercial paper that may be
outstanding to a maximum of $400,000,000.
Long-term debt at December 31, 1993 and December 31,
1992 totaled $186,638,000 and $322,778,000, respectively.
Included in both years are $45,000,000 of 8.69% senior notes
due January 15, 1995. These senior notes have been
outstanding since February 7, 1990.
Tandy completed a $500,000,000 shelf registration in
January 1991 of which $400,000,000 was designated for
medium-term notes. Tandy Credit's $400,000,000 shelf
registration was amended in October 1990 to add a
$200,000,000 Series B medium-term note program. At December
31, 1993 available borrowing capacity under Tandy's and Tandy
Credit's medium-term note programs aggregated $429,200,000.
Medium-term notes outstanding at December 31, 1993 totaled
$125,479,00 compared 6to $148,900,000 at December 31, 1992.
The weighted average coupon rates of medium-term notes
outstanding at both of these dates was 8.7%.
The Company established an employee stock ownership
trust in June 1990. Further information on the trust and its
related indebtedness, which is guaranteed by the Company, is
detailed in the discussion of the Tandy Employees Stock
Ownership Plan in Note 14.
Long-term borrowings outstanding at December 31, 1993
mature as follows:
(In thousands)
_____________________________________________________________
1994 . . . . . . . . . . . . . . . . . . . $124,490
1995 . . . . . . . . . . . . . . . . . . . 61,008
1996 . . . . . . . . . . . . . . . . . . . 22,678
1997 . . . . . . . . . . . . . . . . . . . 40,921
1998 . . . . . . . . . . . . . . . . . . . 37,331
1999 and thereafter. . . . . . . . . . . . 24,700
_____________________________________________________________
The fair value of the Company's long-term debt of
$311,128,000 (including current portion) is approximately
$328,516,000 at December 31, 1993.
Consolidated interest expense was $39,707,000 for the
year ended December 31, 1993, $20,532,000 for the six months
ended December 31, 1992 and $43,154,000, and $70,313,000 for
the years ended June 30, 1992 and 1991. Interest income,
primarily related to the Company's credit card operations,
totaled $65,538,000 for the year ended December 31, 1993,
$33,290,000 for the six months ended December 31, 1992 and
$67,399,000 and $98,872,000 for the years ended June 30, 1992
and 1991.
[Download Table]
Short-Term Debt
<CAPTIONS>
December 31,
_______________________
(In thousands) 1993 1992
_________________________________________________________________________________
Short-term bank debt . . . . . . . . . . . . . . . . . $ 90,612 $245,692
Current portion of long-term debt. . . . . . . . . . . 82,701 48,696
Commercial paper, less unamortized discount. . . . . . 172,851 63,879
________ ________
346,164 358,267
Current portion of guarantee of TESOP indebtedness . . 10,050 10,700
10% subordinated debentures due 1994, less
unamortized discount of $692,000 . . . . . . . . . . 31,739 --
________ ________
Total short-term debt related to continuing operations 387,953 368,967
Total short-term debt related to discontinued operations -- 16,739
________ ________
Total short-term debt. . . . . . . . . . . . . . . . . $387,953 $385,706
________ ________
________ ________
[Download Table]
Long-Term Debt
<CAPTIONS>
December 31,
___________________
(In thousands) 1993 1992
___________________________________________________________________________________
Notes payable with interest rates at December 31, 1993
ranging from 3.54% to 8.69% . . . . . . . . . . . . $ 84,930 $110,131
Medium-term notes payable with interest rates at
December 31, 1993 ranging from 7.25% to 9.67% . . . 125,479 148,900
________ ________
210,409 259,031
Less portion due within one year included in current
notes payable. . . . . . . . . . . . . . . . . . . . (82,701) (48,696)
________ ________
127,708 210,335
________ ________
Guarantee of TESOP indebtedness. . . . . . . . . . . . 68,980 79,680
Less current portion. . . . . . . . . . . . . . . . . (10,050) (10,700)
________ ________
58,930 68,980
________ ________
10% subordinated debentures due 1994, less unamortized
discount of $1,851,000 . . . . . . . . . . . . . . . -- 30,580
________ ________
Total long-term debt related to continuing operations 186,638 309,895
Total long-term debt related to discontinued operations -- 12,883
________ ________
Total long-term debt . . . . . . . . . . . . . . . . . $186,638 $322,778
________ ________
________ ________
[Enlarge/Download Table]
Short-Term Borrowing Facilities
<CAPTIONS>
Six Months
Year Ended Ended Year Ended
December 31, December 31, June 30,
____________ ____________ ____________________
(In thousands) 1993 1992 1992 1991
_____________________________________________________________________________________________________________
Domestic seasonal bank credit lines and
bank money market lines:
Lines available at period end . . . . . . . . . . $1,050,000 $1,255,000 $1,398,000 $1,125,000
Loans outstanding at period end . . . . . . . . . $ 90,000 $ 240,500 $ 15,000 $ 1,165
Compensating balance requirements . . . . . . . . None None None None
Weighted average interest rate at
period end . . . . . . . . . . . . . . . . . 3.6% 3.6% 4.0% 6.3%
Weighted average of loans outstanding
during period. . . . . . . . . . . . . . . . $ 168,901 $ 75,454 $ 20,394 $ 235,878
Highest month-end borrowings. . . . . . . . . . . $ 253,200 $ 255,000 $ 50,350 $ 526,540
Weighted average interest rate during
period . . . . . . . . . . . . . . . . . . . 3.6% 3.6% 5.1% 8.2%
Short-term foreign credit lines:
Lines available at period end . . . . . . . . . . $ 143,685 $ 186,841 $ 340,704 $ 331,267
Loans outstanding at period end . . . . . . . . . $ 612 $ 21,257 $ 13,774 $ 41,110
Compensating balance requirements . . . . . . . . None None None None
Weighted average interest rate at
period end . . . . . . . . . . . . . . . . . 6.7% 9.1% 11.1% 9.8%
Weighted average of loans outstanding
during period. . . . . . . . . . . . . . . . $ 1,956 $ 22,590 $ 42,638 $ 76,610
Highest month-end borrowings. . . . . . . . . . . $ 4,382 $ 29,260 $ 61,637 $ 96,201
Weighted average interest rate during
period . . . . . . . . . . . . . . . . . . . 4.0% 9.7% 13.9% 12.1%
Letters of credit and banker's acceptance lines
of credit:
Lines available at period end . . . . . . . $ 526,000 $ 442,785 $ 410,000 $ 475,000
Acceptances outstanding at period end. . . . None None None None
Compensating balance requirements. . . . . . None None None None
Letters of credit open against outstanding
purchase orders at period end . . . . . $ 124,701 $ 128,798 $ 232,791 $ 206,625
Commercial paper credit facilities:
Commercial paper outstanding at period
end. . . . . . . . . . . . . . . . . . . . . $ 172,851 $ 63,879 $ 109,295 $ 8,554
Weighted average interest rate at
period end . . . . . . . . . . . . . . . . . 3.5% 3.8% 3.8% 6.1%
Weighted average of commercial paper
outstanding during period. . . . . . . . . . $ 174,494 $ 112,000 $ 80,601 $ 247,583
Highest month-end borrowings. . . . . . . . . . . $ 295,500 $ 312,250 $ 201,900 $ 346,782
Weighted average interest rate during
period . . . . . . . . . . . . . . . . . . . 3.5% 3.5% 5.0% 7.6%
NOTE 10-LEASES
Tandy leases rather than owns most of its facilities.
The Radio Shack stores comprise the largest portion of
Tandy's leased facilities. The Radio Shack, Tandy Name Brand
Retail Group and Computer City stores are located primarily
in major shopping malls, shopping centers or freestanding
facilities owned by other companies. The Company owns most
of the Incredible Universe stores. The store leases are
generally based on a minimum rental plus a percentage of the
store's sales in excess of a stipulated base figure. Radio
Shack store leases average approximately 10 years, generally
with renewal options. Tandy also leases distribution centers
and office space. Capital leases are not material as the
Company's operations are basically structured in a manner
that precludes the need for significant financing or capital
leases.
Future minimum rent commitments at December 31, 1993 for
all long-term noncancelable leases (net of immaterial amounts
of sublease rent income) are in the following table.
(In thousands)
-------------------------------------------------------------
1994 . . . . . . . . . . . . . . . . . . . $144,102
1995 . . . . . . . . . . . . . . . . . . . 140,105
1996 . . . . . . . . . . . . . . . . . . . 126,148
1997 . . . . . . . . . . . . . . . . . . . 109,907
1998 . . . . . . . . . . . . . . . . . . . 93,541
1999 and thereafter. . . . . . . . . . . . 305,763
-------------------------------------------------------------
[Enlarge/Download Table]
Rent Expense
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ _________________ _________________
(In thousands) 1993 1992 1992 1991
_________________________________________________________________________________________________
Minimum rents. . . . . $200,183 $102,986 $201,794 $188,868
Contingent rents . . . 2,644 2,456 3,938 4,560
Sublease rent income . (426) (114) (1,059) (1,487)
________ ________ ________ ________
Total rent expense . $202,401 $105,328 $204,673 $191,941
________ ________ ________ ________
________ ________ ________ ________
[Download Table]
Space Owned and Leased (Unaudited)
<CAPTIONS>
Approximate Square Footage
____________________________________________________
at December 31,
1993 1992
________________________ ________________________
(In thousands) Owned Leased Total Owned Leased Total
___________________________________________________________________________________
Retail
Radio Shack. . . . . . . . . -- 10,767 10,767 -- 10,766 10,766
Computer City. . . . . . . . -- 940 940 -- 566 566
Name Brand Retail Group. . . 550 1,649 2,199 366 2,553 2,919
Other. . . . . . . . . . . . 275 -- 275 272 162 434
_____ ______ ______ _____ ______ ______
825 13,356 14,181 638 14,047 14,685
Manufacturing. . . . . . . . 641 212 853 794 212 1,006
Warehouse and office . . . . 3,134 1,957 5,091 3,137 1,915 5,052
_____ ______ ______ _____ ______ ______
4,600 15,525 20,125 4,569 16,174 20,743
_____ ______ ______ _____ ______ ______
_____ ______ ______ _____ ______ ______
Note: Square footage related to continuing operations only.
[Download Table]
NOTE 11-ACCRUED EXPENSES
<CAPTIONS>
December 31,
___________________
(In thousands) 1993 1992
___________________________________________________________________________
Payroll and bonuses. . . . . . . . . . . . . . . $ 57,600 $ 38,222
Sales and payroll taxes. . . . . . . . . . . . . 44,790 38,887
Insurance. . . . . . . . . . . . . . . . . . . . 48,609 47,388
Deferred service contract income . . . . . . . . 102,223 97,044
Rent . . . . . . . . . . . . . . . . . . . . . . 22,093 20,117
Advertising. . . . . . . . . . . . . . . . . . . 25,546 27,506
Interest expense . . . . . . . . . . . . . . . . 7,358 8,262
Restructuring reserve. . . . . . . . . . . . . . 6,790 38,320
Other. . . . . . . . . . . . . . . . . . . . . . 34,048 44,591
________ ________
Accrued expenses related to continuing operations 349,057 360,337
Accrued expenses related to discontinued operations -- 60,821
________ ________
$349,057 $421,158
________ ________
________ ________
NOTE 12-INCOME TAXES
The components of the provision for income taxes and a
reconciliation of the U.S. statutory tax rate to the
Company's effective income tax rate are given in the
accompanying tables.
[Download Table]
Income Tax Expense
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ _________________ _________________
(In thousands) 1993 1992 1992 1991
____________________________________________________________________________________
Current
Federal. . . . . . . . . . $109,543 $ 63,869 $118,552 $132,693
State. . . . . . . . . . . 8,543 1,482 4,822 8,049
Foreign. . . . . . . . . . 1,781 1,003 3,530 9,164
________ ________ ________ ________
119,867 66,354 126,904 149,906
________ ________ ________ ________
Deferred
Federal. . . . . . . . . . (4,344) (31,123) (5,619) (24,454)
Foreign. . . . . . . . . . -- 5 (1,500) (2,110)
________ ________ ________ ________
(4,344) (31,118) (7,119) (26,564)
________ ________ ________ ________
Total Income tax expense . . $115,523 $ 35,236 $119,785 $123,342
________ ________ ________ ________
________ ________ ________ ________
[Enlarge/Download Table]
Statutory vs. Effective Tax Rate
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ _________________ __________________
(In thousands) 1993 1992 1992 1991
__________________________________________________________________________________________________________________
Components of pretax income from continuing operations:
United States. . . . . . . . . . . . . . . . . . . . . $298,506 $ 97,874 $325,584 $337,576
Foreign. . . . . . . . . . . . . . . . . . . . . . . . 12,649 5,043 4,914 5,701
________ ________ ________ ________
Income before income taxes . . . . . . . . . . . . . . $311,155 $102,917 $330,498 $343,277
Statutory tax rate . . . . . . . . . . . . . . . . . . x 35% x 34% x 34% x 34%
________ ________ ________ ________
Federal income tax at statutory rate . . . . . . . . . 108,904 34,992 112,369 116,714
State income taxes, less federal income
tax benefit . . . . . . . . . . . . . . . . . . . 5,553 978 3,183 5,312
Other, net . . . . . . . . . . . . . . . . . . . . . . 1,066 (734) 4,233 1,316
________ ________ ________ ________
Total income tax expense . . . . . . . . . . . . . . . $115,523 $ 35,236 $119,785 $123,342
________ ________ ________ ________
________ ________ ________ ________
Effective tax rate . . . . . . . . . . . . . . . . . . 37.13% 34.24% 36.24% 35.93%
________ ________ ________ ________
________ ________ ________ ________
As of December 31, 1993, the Company has tax net
operating loss carryforwards of approximately $20,659,000
which are available to offset future taxable income. These
carryforwards which are expected to be fully utilized, expire
beginning in the year ending December 31, 2006. Accordingly,
the Company has recognized a deferred tax asset relating to
these carryforwards.
In January 1993, the Company adopted FAS No. 109. The
adoption of FAS 109 changes the Company's method of
accounting for income taxes from the deferred method ("APB
11") to an asset and liability approach. Previously, the
Company deferred the past tax effects of timing differences
between financial reporting and taxable income. The asset
and liability approach requires the recognition of deferred
tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying
amounts and the tax bases of assets and liabilities.
The adjustments to the January 1, 1993 balance sheet to
adopt FAS 109 totaled $13,014,000. Approximately $9,786,000
of this adjustment related to continuing operations and the
remaining $3,228,000 was from discontinued operations. The
aggregate amount of $13,014,000 is reflected in 1993 net
income as the cumulative effect of change in accounting
principle. It primarily represents the impact of adjusting
deferred taxes to reflect the then current tax rate of 34% as
opposed to the higher tax rates that were in effect when the
deferred taxes originated. The Company subsequently
increased its U.S. deferred tax asset in 1993 as a result of
legislation enacted during 1993 which increased the corporate
tax rate from 34% to 35%. Deferred tax assets and
liabilities as of December 31, 1993 for continuing operations
were comprised of the following:
Deferred Tax Assets
___________________
(In thousands) December 31, 1993
_________________
Bad debt reserve $14,268
Intercompany profit elimination 6,654
Deferred service contract income 41,290
Restructuring reserves 3,362
Insurance reserves 5,607
Loss carryforwards and carrybacks 7,231
Foreign tax credits 4,396
_______
82,808
Valuation allowance (4,396)
_______
Total deferred tax assets 78,412
_______
Deferred Tax Liabilities
________________________
Inventory adjustments, net 8,445
Depreciation and amortization 8,322
Credit card origination costs 3,221
Deferred taxes on foreign operations 4,275
Other 4,269
_______
Total deferred tax liabilities 28,532
_______
Net Deferred Tax Assets $49,880
_______
_______
NOTE 13-STOCK PURCHASE AND SAVINGS PLANS
Stock purchase and savings plans are offered by Tandy
Corporation to its employees. These plans are designed to
provide employees with a consistent investment program which
provides for their retirement and an opportunity to
participate in the Company's growth.
TANDY CORPORATION STOCK PURCHASE PROGRAM. The Program
is available to most employees who have been employed at
least six months. Each participant may contribute 1% to 10%
of annual compensation, except that the President of the
Company may limit the maximum contribution for employees of
certain divisions or subsidiaries to a percentage less than
10%. The Company matches 40%, 60% or 80% of the employee's
contribution depending on the length of the employee's
participation in the program. The Company periodically
purchases common stock on the open market and then sells the
number of shares required by the program each month at a
price equal to the average of the daily closing prices for
that month. The stock purchased by each participant is
distributed annually after December 31. In the event of a
tender offer (other than an issuer tender offer) or a change
in control, as defined in the program, all stock credited to
participants' accounts will be distributed to the
participants. If the Company elects, treasury shares or
authorized but unissued shares may be used. Tandy's
contributions to the stock purchase program were $18,955,000
for the year ended December 31, 1993 and $8,756,000 for the
six months ended December 31, 1992. For fiscal 1992 and 1991
the Company's contributions were $20,253,000 and $19,614,000,
respectively.
TANDY EMPLOYEES DEFERRED SALARY AND INVESTMENT PLAN. The
Plan became effective on July 1, 1982. An eligible employee
electing to participate in this plan may defer 5% of annual
compensation, subject to certain limitations established by
the Tax Reform Act of 1986. The Company pays this amount
into the plan as a deferred salary contribution for the
account of the employee. The employee's 5% contribution is
considered deferred compensation and is not taxed to the
employee as long as it remains in the plan. Prior to October
1, 1990, the Company matched 80% of the employee's deferred
salary contribution. This matching contribution ceased on
September 30, 1990. Beginning October 1990, the Company
began making contributions to the newly formed employee stock
ownership plan described in Note 14 in lieu of the matching
contributions to the deferred salary and investment plan. To
participate in the employee stock ownership plan, employees
must continue to make deferred salary contributions to the
Tandy Employees Deferred Salary and Investment Plan. The
plan is available to most employees who have been employed at
least one year. The contributions made by the Company until
the employee stock ownership plan became effective October 1,
1990 were fully vested upon payment to the trustee. In June
1992, the Company received a determination letter ruling that
the Tandy Employees Deferred Salary and Investment Plan is a
qualified 401(k) plan. An administrative committee appointed
by the Board of Directors invests the plan's assets. A
substantial majority of the plan's assets are invested in
Tandy securities. The Company's contribution to the
investment plan from July 1, 1990 through September 30, 1990
was $3,401,000.
NOTE 14-TANDY EMPLOYEES STOCK OWNERSHIP PLAN
As a continuation of the Company's programs to encourage
employee ownership of Tandy stock, the Company formed the
Tandy Employees Stock Ownership Plan and trust (the "TESOP")
on June 28, 1990. On July 31, 1990, the TESOP trustee
borrowed $100,000,000 at an interest rate of 9.34% with
varying semi-annual principal payments through June 30, 2000.
Dividend payments and contributions from Tandy will be used
to repay the indebtedness. Because Tandy has guaranteed the
repayment of these notes, the indebtedness of the TESOP is
recognized as a long-term obligation in the accompanying
consolidated balance sheet. An offsetting charge has been
made in the stockholders' equity section of the accompanying
consolidated balance sheet to reflect unearned compensation
related to the TESOP.
The TESOP trustee used the proceeds from the issuance of
the notes to purchase 100,000 shares of Series B TESOP
Convertible Preferred Stock (the "TESOP Preferred Stock")
from Tandy at a price of $1,000 per share. Each share of
such stock is convertible into 21.768 shares of Tandy common
stock. The number of shares of Company common stock into
which each share of the TESOP Preferred Stock is convertible
("the Conversion Price") is subject to anti-dilution
adjustment upon the occurrence of a number of corporate
events. The annual cumulative dividend on TESOP Preferred
Stock is $75.00 per share, payable semi-annually. This
series of stock has certain liquidation preferences and may
be redeemed by Tandy after July 1, 1994 at specified
premiums. The TESOP Preferred Stock will be held by the
trustee until redemption or conversion and may not be sold or
distributed outside the TESOP except for resale to Tandy. The
TESOP requires that shares of TESOP Preferred Stock not yet
allocated to any participant's account, as well as allocated
shares for which no voting instructions are received, be
voted by the trustee in proportion to the votes cast with
respect to allocated shares of TESOP Preferred Stock.
Participants in the Tandy Employees Deferred Salary and
Investment Plan became eligible to participate in the TESOP
effective October 1, 1990. At that time the Company began
making payments to the TESOP in lieu of its matching
contributions to the Tandy Employees Deferred Salary and
Investment Plan. During the term of the TESOP, the TESOP
Preferred Stock will be allocated to the participants
semi-annually based on the principal payments made on the
indebtedness. The allocations to the individual
participants' accounts are determined according to the terms
of the TESOP. As vested participants withdraw from the
TESOP, payments are made in cash or Tandy common stock. The
preferred stock has a face value of $1,000 per share and the
Company is obligated to redeem the preferred stock at the
higher of the appraised value or $1,000 per share in the
event of a participant's withdrawal. The Company has the
option to redeem the preferred stock in either cash or common
stock. Participants in the TESOP that were hired prior to
October 1, 1990 became immediately vested in all allocations
made to their accounts. Employees hired after September 30,
1990 who become TESOP participants will become vested in
amounts allocated to their accounts upon the earlier of three
years of participation in the TESOP or the completion of five
years of employment with the Company. Forfeited shares are
returned to the TESOP and allocated to the accounts of other
participants.
In June 1992 the Company received a determination letter
ruling from the IRS that the TESOP was a qualified employee
stock ownership plan.
In fiscal 1991 Tandy recorded, as a component of
stockholders' equity, $100,000,000 of unearned compensation
to reflect the value of the TESOP Preferred Stock sold to the
TESOP. As shares of the TESOP Preferred Stock are allocated
to the TESOP participants, compensation expense is recorded
and unearned compensation is reduced. Interest expense on
the TESOP notes is also recognized as a cost of the TESOP.
The compensation component of the TESOP expense is reduced by
the amount of dividends accrued on the TESOP Preferred Stock
with any dividends in excess of the compensation expense
reflected as a reduction of interest expense. During the
year ended December 31, 1993, the compensation and interest
costs related to the TESOP before the reduction for the
allocation of dividends were $9,605,000 and $7,195,000,
respectively. During the six months ended December 31, 1992,
the compensation and interest costs related to the TESOP
before the reduction for the allocation of dividends were
$4,266,000 and $3,969,000, respectively. Such amounts for
fiscal 1992 were $8,233,000 and $8,526,000, respectively. For
the fiscal year ended June 30, 1991, these amounts were
$5,967,000 and $8,488,000, respectively. Contributions from
Tandy to the TESOP for the year ended December 31, 1993 and
the six months ended December 31, 1992 totaled $17,895,000
and $9,269,000, respectively, including the $7,135,000 and
$3,665,000 of dividends paid on the TESOP Preferred Stock.
Contributions for the year ended June 30, 1992 totaled
$16,926,000, including the $7,441,000 of dividends paid on
the TESOP Preferred Stock. The fiscal 1991 cash contributions
were $15,108,000, including $6,875,000 of dividends paid on
the TESOP Preferred Stock.
At September 30, 1993, 25,620 shares of TESOP Preferred
Stock had been released and allocated to participants'
accounts in the TESOP (including 6,093 shares which had been
withdrawn by participants). During the six months ended
December 31, 1993, 5,400 shares of TESOP Preferred Stock were
released for allocation to participants at March 31, 1994.
At December 31, 1993, 68,980 shares of TESOP Preferred Stock
were available for later release and allocation to
participants over the remaining life of the TESOP.
Under the terms of Tandy's guarantee of the notes, Tandy
is obligated to make annual contributions to the TESOP to
enable it to pay principal and interest on the debt
securities. Tandy has fully and unconditionally guaranteed
the TESOP's payment obligations, whether at maturity, upon
redemption, upon declaration of acceleration or otherwise.
The holders of the notes have no recourse against the assets
of the TESOP except in the event that the TESOP defaults on
payments due and then only to the extent that the TESOP holds
cash payments made by Tandy to the TESOP to enable it to meet
its obligations under the notes and any earnings attributable
to such contributions. No amounts were in default as of
December 31, 1993.
The TESOP fiscal year ends on March 31. At March 31,
1993, the TESOP held as assets $97,725,000 of TESOP Preferred
Stock and $4,511,000 of receivables and had liabilities
comprised of the remaining principal on the notes of
$79,680,000 and accrued interest payable on the notes of
$1,861,000, resulting in net assets of $20,695,000.
NOTE 15-STOCK OPTIONS AND PERFORMANCE AWARDS
1985 Stock Option Plan
______________________
Under the 1985 Stock Option Plan, as amended, options to
acquire up to 2,000,000 shares of Tandy's common stock may be
granted to officers and key management employees of the
Company. The shares authorized for issuance under the Plan
upon the exercising of an option have been registered with
the Securities and Exchange Commission. The Organization and
Compensation Committee (the "Committee") has sole discretion
in determining whether to grant options, who shall receive
them, the number of options granted to any individual and
whether an option will be an incentive stock option or a
nonstatutory stock option. The term of incentive stock
options may not exceed 10 years and the term of nonstatutory
stock options may not exceed a term of 10 years plus one
month. No option may be exercised within one year of the
date of grant and then may be exercised in specified
installments only after stated intervals of time.
The maximum amount that may be exercised at the
expiration of each of the first through fifth anniversaries
of the nonstatutory stock options is 20%. On each of the
first three anniversaries of the date of grant of the
incentive stock options, one-third of each individual's
options become exercisable. Upon termination of employment,
the optionee must exercise all currently vested options by
the earlier of the option expiration date(s) or three months
from the date of termination of employment or forfeit such
options, except that upon retirement at age 55 or older the
three months is extended to 12 months in the case of
nonstatutory stock options only. Notwithstanding the grant of
options initially exercisable in installments, upon the
termination of employment as a result of death or total
disability of an optionee, all options then held shall for a
period of 12 months, subject to earlier termination at the
fixed expiration date, become immediately exercisable without
regard to dates at which the installments are exercisable.
Upon the retirement of an optionee at age 55 or older, the
Committee may in its discretion accelerate the dates at which
remaining installments of options may be exercised to the
date of retirement. In the event of a change in control, all
outstanding options become immediately exercisable for the
full number of shares subject to options. The option price
was determined by the Committee at the time the option is
granted, but the option price will not be less than 100% of
the fair market value of the stock on the date of grant.
Since the option prices have been fixed at the market price
on the date of grant, no compensation has been charged
against earnings by the Company. Authorized and unissued
shares or treasury stock may be issued to participants when
options are exercised.
The 1985 Stock Option Plan provides for adjustments to
be made to options outstanding under the plan in order to
prevent dilution of options upon the occurrence of a number
of events, including the distribution of shares of a
subsidiary of the Company to its stockholders.
Tandy assumed an option plan which had been created by
GRiD prior to its acquisition. All unexercised GRiD options
expired June 30, 1993. Under the 1985 Stock Option Plan
there were 1,268,205 vested options which could have been
exercised for a total price of $44,710,134 at December 31,
1993. Shares available for additional grants under the 1985
Stock Option Plan were 138,599 at December 31, 1993.
1993 Incentive Stock Plan
_________________________
During March 1993, the Board adopted the Tandy
Corporation 1993 Incentive Stock Plan (the "1993 Plan"). The
1993 Plan was approved by stockholders in October 1993.
Certain provisions of the 1993 Plan were amended by the Board
on October 15, 1993. The 1993 Plan is administered by the
Organization and Compensation Committee (the "Committee") of
the Board. A total of 3,000,000 shares of the Company's
common stock were reserved for issuance under the 1993 Plan
and have been registered with the Securities and Exchange
Commission.
The 1993 Plan permits the grant of incentive stock
options ("ISOs"), nonstatutory stock options (options which
are not ISOs) ("NSOs"), stock appreciation rights ("SARs"),
restricted stock, performance units or performance shares.
Grants of options under the 1993 Plan shall be for terms
specified by the Committee, except that the term shall not
exceed 10 years (5 years if granted to a 10% or more
stockholder of the Company's common stock). Subject to the
discretion of the Committee, options become exercisable in
such installments and at such times payments for shares
issuable upon exercise of an option may be made in cash,
common stock, or a combination of both. The amount payable
upon exercise of a SAR may be made at the discretion of the
Committee either in cash or common stock or in a combination
of cash and common stock. Provisions of the 1993 Plan
generally provide that in the event of a change in control
all options become immediately and fully exercisable and all
restrictions lapse on restricted stock.
As part of the 1993 Plan, each non-employee director of
the Company receives a grant of NSOs for 3,000 shares of the
Company's common stock on the first business day of September
of each year ("Director Options"). Director Options have an
exercise price of 100% of the fair market value of the
Company's common stock on the trading day prior to the date
of grant, vest as to one-third of the shares annually on the
first three anniversary dates of the date of grant and expire
10 years after the date of grant. The first grant of the
Director Options was made on September 1, 1993.
The exercise price of an option (other than a Director
Option) is determined by the Committee, provided that the
exercise price shall not be less than 100% of the fair market
value of a share of the Company's common stock on the date of
grant.
At December 31, 1993 there were no vested options which
could have been exercised and 2,650,050 shares available for
additional grants under the 1993 Plan. The 1993 Plan shall
terminate on the tenth anniversary of the day preceding the
date of its adoption by the Board and no option or award
shall be granted under the 1993 Plan thereafter.
Stock option activity from June 30, 1990 through
December 31, 1993, including the exercise of GRiD options, is
summarized in the accompanying chart.
[Download Table]
Stock Option Activity
<CAPTIONS>
Aggregate
Number Option Price Exercised
(In thousands, except per share amounts) of Shares Per Share Value
___________________________________________________________________________________
June 30, 1990. . . . . . . . . . . . . . . 1,119 $5.94-$47.50 $41,467
Options granted. . . . . . . . . . . . . . 369 $25.06-$32.63 9,333
Options exercised. . . . . . . . . . . . . (53) $5.94-$47.50 (413)
Options cancelled. . . . . . . . . . . . . (21) $5.94-$47.50 (736)
June 30, 1991. . . . . . . . . . . . . . . 1,414 $5.94-$47.50 49,651
Options granted. . . . . . . . . . . . . . 358 $24.25-$28.19 10,057
Options exercised. . . . . . . . . . . . . (20) $5.94-$17.81 (119)
Options cancelled. . . . . . . . . . . . . (45) $5.94-$47.50 (1,574)
June 30, 1992. . . . . . . . . . . . . . . 1,707 $5.94-$47.50 58,015
Options granted. . . . . . . . . . . . . . 254 $30.38 7,716
Options exercised. . . . . . . . . . . . . (9) $5.94 (52)
Options cancelled. . . . . . . . . . . . . (12) $5.94-$47.50 (353)
December 31, 1992. . . . . . . . . . . . . 1,940 $5.94-$47.50 65,326
Options granted. . . . . . . . . . . . . . 368 $30.00-$37.25 13,343
Options exercised. . . . . . . . . . . . . (182) $5.94-$47.50 (5,341)
Options cancelled. . . . . . . . . . . . . (162) $5.94-$47.50 (5,533)
December 31, 1993. . . . . . . . . . . . . 1,964 $25.06-$46.13 $67,795
NOTE 16-PREFERRED SHARE PURCHASE RIGHTS
In August 1986 the Board of Directors adopted a
stockholder rights plan and declared a dividend of one right
for each outstanding share of Tandy common stock. The Board
amended the rights plan in June 1988 and amended and restated
the rights plan in June 1990. The rights, which will expire
on June 22, 2000, are currently represented by the common
stock certificates and when they become exercisable will
entitle holders to purchase one one-thousandth of a share of
Tandy Series A Junior Participating Preferred Stock for an
exercise price of $140 (subject to adjustment). The rights
will become exercisable and will trade separately from the
common stock only upon the date of public announcement that a
person, entity or group ("Person") has acquired 15% or more
of Tandy's outstanding common stock without the prior consent
or approval of the disinterested directors ("Acquiring
Person") or ten days after the commencement or public
announcement of a tender or exchange offer which would result
in any person becoming an Acquiring Person. In the event
that any person becomes an Acquiring Person, the rights will
be exercisable for 60 days thereafter for Tandy common stock
with a prior market value (as determined under the rights
plan) equal to twice the exercise price. In the event that,
after any person becomes an Acquiring Person, the Company
engages in certain mergers, consolidations, or sales of
assets representing 50% or more of its assets or earning
power with an Acquiring Person (or persons acting on behalf
of or in concert with an Acquiring Person) or in which all
holders of common stock are not treated alike, the rights
will be exercisable for common stock of the acquiring or
surviving company with a prior market value (as determined
under the rights plan) equal to twice the exercise price.
The rights will not be exercisable by any Acquiring Person.
The rights are redeemable at a price of $.05 per right prior
to any person becoming an Acquiring Person or, under certain
circumstances, after the expiration of the 60-day period
described above, but the rights may not be redeemed or the
rights plan amended for 180 days following a change in a
majority of the members of the Board (or if certain
agreements are entered into during such 180-day period).
NOTE 17-TERMINATION PROTECTION PLANS
In August 1990, the Board of Directors of the Company
approved termination protection plans and amendments to
various other benefit plans including the stock purchase
program and deferred salary and investment plan described in
Note 13. These plans provide for defined termination
benefits to be paid to eligible employees of the Company who
have been terminated, without cause, following a change in
control of the Company (as defined). In addition, for a
certain period of time following employee termination, the
Company, at its expense, must continue to provide on behalf
of the terminated employee certain employment benefits. In
general, during the twelve months following a change in
control, the Company may not terminate or change existing
employee benefit plans in any way which will affect accrued
benefits or decrease the rate of the Company's contribution
to the plans.
NOTE 18-ISSUANCE OF SERIES C PERCS AND TENDER OFFER
In February 1992, the Company issued 15,000,000
depositary shares of Series C Conversion Preferred Stock
("Series C PERCS") at $29.50 per depositary share (equivalent
to $2,950.00 for each Series C PERCS). Each of the
depositary shares represents ownership of 1/100th of a share
of Series C PERCS. The annual dividend for each depositary
share is $2.14 (based on the annual dividend rate for each
Series C PERCS of $214.00). On April 15, 1995, each of the
depositary shares will automatically convert into (i) one
share of Tandy common stock (equivalent to 100 shares for
each Series C PERCS) subject to adjustment in certain events
and (ii) the right to receive on such date an amount in cash
equal to all accrued and unpaid dividends thereon.
Conversion of the outstanding depositary shares (and the
Series C PERCS) is also required upon certain mergers or
consolidations of the Company or in connection with certain
other events. The Company has reserved 15,000,000 shares of
its common stock for the potential conversion of the Series C
PERCS. At any time and from time to time prior to the
mandatory conversion date, the Company may call the
outstanding Series C PERCS (and thereby the depositary
shares), in whole or in part, for redemption. Upon any such
redemption, each owner of depositary shares will receive, in
exchange for each depositary share so called, shares of Tandy
common stock having a market value initially equal to $43.87
(equivalent to $4,387.00 for each Series C PERCS), declining
by $.004085 (equivalent to $.408500 for each Series C PERCS)
on each day following the date of issue of the Series C PERCS
to $39.50 (equivalent to $3,950.00 for each Series C PERCS)
on February 15, 1995, and equal to $39.25 (equivalent to
$3,925.00 for each Series C PERCS) thereafter, plus an amount
in cash equal to all proportionate accrued and unpaid
dividends thereon. The liquidation preference for each
depositary share is $29.50 (equivalent to $2,950 for each
Series C PERCS) plus any accrued and unpaid dividends. The
holders of the Series C PERCS have the right, voting together
with the common stockholders as one class, to vote in the
election of directors and upon such other matters coming
before any meeting of the stockholders and are entitled to
cast 100 common stock votes for each Series C PERCS (or one
common stock vote for each depositary share).
Using a substantial portion of the proceeds from the
issuance of the Series C PERCS, the Company purchased
13,500,000 shares of its common stock at $32.00 per share in
a "Dutch Auction" self tender offer that expired on March 26,
1992.
NOTE 19-SUPPLEMENTAL CASH FLOW INFORMATION
The effects of changes in foreign exchange rates on cash
balances have not been material. Cash flows from operating
activities included cash payments as follows:
[Enlarge/Download Table]
<CAPTIONS>
Year Ended Six Months Ended Year Ended
December 31, December 31, June 30,
____________ ________________ ________________
(In thousands) 1993 1992 1992 1991
___________________________________________________________________________________________
Interest paid. . . . . . . . . . . . . $ 47,223 $29,480 $ 59,214 $ 89,321
Income taxes paid. . . . . . . . . . . $105,313 $62,466 $135,736 $142,355
During the fiscal year ended June 30, 1991, the Company
incurred non-cash financing activities which included the
guarantee of TESOP indebtedness and increase in unearned
deferred compensation of $100,000,000 and treasury stock
issued under an earn-out program of $13,807,000.
NOTE 20-LITIGATION
In July 1985, Pan American Electronics, Inc., a Radio
Shack dealer in Mission, Texas ("Pan Am"), filed suit against
the Company in the 92nd Judicial District Court in Hidalgo
County, Texas. The Plaintiff's complaint alleged breach of
contract and fraud based upon the allegations that the
Company made certain misrepresentations and acted beyond the
scope of its authority under the dealer agreement, with the
alleged result that the plaintiff was forced out of the
computer mail order business in 1984. In November 1993, Pan
Am and Tandy resolved the pending litigation and the lawsuit
was dismissed in December 1993. Although the terms of the
settlement are confidential, the resolution of this legal
action did not have a materially adverse impact on the
Company's financial position or results of operation.
There are various other claims, lawsuits, disputes with
third parties, investigations and pending actions involving
allegations of negligence, product defects, discrimination,
patent infringement, tax deficiencies and breach of contract
against the Company and its subsidiaries incident to the
operation of its business. The liability, if any, associated
with these matters was not determinable at December 31, 1993.
While certain of these matters involve substantial amounts,
and although occasional adverse settlements or resolutions
may occur and negatively impact earnings in the year of
settlement, it is the opinion of management that their
ultimate resolution will not have a materially adverse effect
on Tandy's financial position.
NOTE 21-RELATIONS WITH INTERTAN
InterTAN Inc. ("InterTAN"), the former foreign retail
operations of Tandy, was spun off to Tandy stockholders as a
tax-free dividend in fiscal 1987. Under the merchandise
purchase terms of the original distribution agreement,
InterTAN could purchase on payment terms from Tandy, at
negotiated prices, new and replacement models of products
that Tandy had in its Radio Shack U.S. catalog or which Tandy
may reasonably secure. A&A International ("A&A"), a
subsidiary of Tandy, was the exclusive purchasing agent for
products originating in the Far East for InterTAN.
On July 16, 1993 InterTAN had an account payable to
Tandy of approximately $17,000,000 of which $7,600,000 was in
default. InterTAN's outstanding purchase orders for
merchandise placed under the distribution agreement with
Tandy, but not yet shipped, totaled approximately
$44,000,000. Because InterTAN had defaulted, on July 16
Tandy terminated the merchandise purchase terms of the
distribution agreement and the license agreements. Tandy
offered InterTAN interim license agreements which expired
July 22, 1993, unless extended. These were extended on July
23, 1993.
On July 30, 1993 Trans World Electronics, Inc. ("Trans
World"), a subsidiary of Tandy, reached agreement with
InterTAN's banking syndicate to buy approximately $42,000,000
of InterTAN's debt at a negotiated, discounted price. The
closing of this purchase occurred on August 5, 1993, at which
time Tandy resumed limited shipments to InterTAN and granted
a series of short-term, interim licenses pending the
execution of new license and merchandise agreements. The
debt purchased from the banks has been restructured into a
seven-year note with interest of 8.64% due semiannually
beginning February 25, 1994 and semiannual principal payments
beginning February 25, 1995 (the "Series A" note). Trans
World has provided approximately $10,000,000 in working
capital and trade credit to InterTAN. Interest on the
working capital loan (the "Series B" note) of 8.11% is due
semiannually beginning February 25, 1994 with the principal
due in full on August 25, 1996. Trans World also has
received warrants with a five-year term exercisable for
approximately 1,450,000 shares of InterTAN common stock at an
exercise price of $6.62 per share. As required by an
agreement with Trans World, InterTAN filed a registration
statement on January 21, 1994 seeking to register the
warrants under the Securities Act of 1933.
In addition to the bank debt purchased by Trans World
and the working capital loan, InterTAN's obligations to Trans
World included two additional notes for approximately
$23,665,000 (the "Series C" note) and $24,037,000, (the
"Series D" note) with interest rates of 7.5% and 8%,
respectively. The notes represent the restructuring of
InterTAN accounts payable for merchandise already shipped and
require monthly interest payments. Also, InterTAN had
obligations for purchase orders outstanding for merchandise
ordered by A&A for InterTAN but not yet shipped totaling
approximately $31,262,000 at December 31, 1993. All
principal and interest on the Series C note was paid in full
by December 31, 1993. As merchandise under existing
outstanding purchase orders is shipped, A&A will invoice
InterTAN and amounts owed will be assigned to Trans World and
will increase the amount of the Series D note. The balance
of the Series D note as of December 31, 1993 was
approximately $7,500,000. All of Tandy's debt from InterTAN
is secured by a first priority lien on substantially all of
InterTAN's assets.
A new merchandise agreement was reached with InterTAN in
October 1993 which requires future purchase orders be backed
by letters of credit posted by InterTAN. New license
agreements have been negotiated which provide for a future
royalty to Tandy.
As required by the various agreements now existing
between Tandy and InterTAN, InterTAN has obtained a bank
revolving credit facility for Canadian $30,000,000 (U.S.
$22,662,000 equivalent at December 31, 1993). Tandy has
agreed with InterTAN's new banking agent, that in case of
InterTAN's default on the bank credit line, Tandy will, at
the option of the bank, purchase InterTAN's inventory and
related accounts receivable at 50% of their net book value,
up to the amount of outstanding bank loans, but not to exceed
Canadian $60,000,000 (U.S. $45,324,000 equivalent at December
31, 1993). In that event, Tandy could foreclose on its first
priority lien on InterTAN's assets. If Tandy fails to
purchase the inventory and related accounts receivable of
InterTAN from the bank, InterTAN's banking agent, upon notice
to Tandy and expiration of time, can foreclose upon
InterTAN's assets ahead of Tandy.
As of December 31,1993 InterTAN owed Tandy an aggregate
of $63,511,000. The current portion of the obligation
approximates $11,650,000 and the non-current portion
approximates $51,861,000. In 1993 Tandy has not recognized
any accretion of discount on the note receivable from
InterTAN resulting from the purchase of the bank debt at a
discounted price but will commence accretion of such discount
in 1994 due to InterTAN's financial results and payment
history as of December 31, 1993. Accretion of this discount
will be based on the effective interest rate method and will
approximate $3,856,000 in 1994. During the year ended
December 31, 1993, Tandy recognized approximately $93,315,000
of sales to InterTAN and interest income of $3,085,000.
Tandy's sales to InterTAN totaled $90,130,000 during the six
months ended December 31, 1992, $171,126,000 during fiscal
1992, and $160,024,000 during fiscal 1991.
A&A will continue as the exclusive purchasing agent for
InterTAN in the Far East on a commission basis. Commencing
in March 1994 only the purchasing agent commission and sales
by Tandy manufacturing plants to InterTAN will be recorded as
sales. InterTAN purchases from third parties through A&A
will no longer be recorded as sales reflecting the
arrangement under the new merchandise agreement.
Accordingly, management expects that reported sales by Tandy
to InterTAN in 1994 will be considerably lower than in prior
years, however, the earned income relating thereto will not
be materially different.
NOTE 22-QUARTERLY DATA (UNAUDITED)
As the Company's operations are predominantly retail
oriented, its business is subject to seasonal fluctuations
with the December 31 quarter being the most significant in
terms of sales and profits because of the Christmas selling
season.
During the quarter ended December 31, 1993, the Company
recognized a gain, net of tax, from discontinued operations
of approximately $15,822,000. This gain partially offsets
the after-tax charge of $70,000,000 previously taken in the
June 1993 quarter and reduces the loss on disposal of
discontinued operations to approximately $54,178,000. The
gain resulted from the better than anticipated sales price
received for O'Sullivan partially offset by additional
foreign currency translation losses and below plan operating
results of the divested companies during the divestment
period, net of related income tax adjustments. See Note 3
for further information on discontinued operations.
During the quarter ended March 31, 1993, the Company
adopted FAS 109 which changes the Company's method of
accounting for income taxes from the deferred method to an
asset and liability approach. The adjustments to the January
1, 1993 balance sheet to adopt FAS 109 totaled $13,014,000.
This amount is reflected in 1993 net income as the cumulative
effect of a change in accounting principle. See Note 2 for
further information on Change in Accounting Principle -
Provision for Income Taxes.
During the quarter ended December 31, 1992, the Company
provided pre-tax reserves of $48,000,000 and $39,500,000 for
business restructuring relating to continuing and
discontinued operations, respectively. See Note 4 for
further information on restructuring and other charges.
During the quarter ended June 30, 1992, the Company
completed the sale of a Japanese subsidiary, the assets of
which were primarily real estate. The pre-tax gain from this
sale, including recognition of foreign currency translation
adjustments, was $18,987,000.
As discussed in detail in Note 2, income per share
amounts and the weighted average of common and common
equivalent shares outstanding for all quarters commencing
with the quarter ending March 31, 1992 (date of issuance)
through September 30, 1993 have been retroactively restated
for the assumption that the PERCS will convert into
12,457,133 shares in lieu of the previously used 15,000,000
common shares based upon the Company's stock price at
December 31, 1993.
[Enlarge/Download Table]
QUARTERLY DATA (Unaudited)
<CAPTIONS>
Three Months Ended
Reclassified for discontinued operations. ________________________________________________________________
(In thousands, except per share Sept. 30, Dec. 31, Mar. 31, Jun. 30, Sept. 30, Dec. 31,
amounts) 1991 1991 1992 1992 1992 1992
________________________________________________________________________________________________________________
Net sales and operating revenues . . . . . $834,977 $1,196,786 $815,668 $801,853 $875,850 $1,285,299
Cost of products sold. . . . . . . . . . . 430,980 638,490 425,713 431,207 477,065 744,166
________ __________ ________ ________ ________ __________
Gross profit . . . . . . . . . . . . . . . 403,997 558,296 389,955 370,646 398,785 541,133
________ __________ ________ ________ ________ __________
Expenses:
Selling, general and
administrative . . . . . . . . . . . . . 315,939 414,805 318,843 292,533 326,019 435,780
Depreciation and
amortization . . . . . . . . . . . . . . 18,256 18,045 18,654 19,566 19,713 20,247
Net interest income. . . . . . . . . . . . (2,743) (3,865) (9,173) (8,464) (6,310) (6,448)
Provision for restructuring
costs. . . . . . . . . . . . . . . . . . -- -- -- -- -- 48,000
________ __________ ________ ________ ________ __________
331,452 428,985 328,324 303,635 339,422 497,579
Income before income taxes,
discontinued operations and
cumulative effect of change in
accounting principle . . . . . . . . . . 72,545 129,311 61,631 67,011 59,363 43,554
Provision for income
taxes. . . . . . . . . . . . . . . . . . 26,290 46,863 22,335 24,297 20,326 14,910
________ __________ ________ ________ ________ __________
Income from continuing operations. . . . . 46,255 82,448 39,296 42,714 39,037 28,644
Income (loss) from discontinued operations (4,422) (3,638) (4,205) (14,601) (6,894) (56,981)
________ __________ ________ ________ ________ __________
Income (loss) before
cumulative effect of change
in accounting principle. . . . . . . . . 41,833 78,810 35,091 28,113 32,143 (28,337)
Cumulative effect on prior years
of change in accounting principle. . . . -- -- -- -- -- --
________ __________ ________ ________ ________ __________
Net income (loss). . . . . . . . . . . . . $ 41,833 $ 78,810 $ 35,091 $ 28,113 $ 32,143 $ (28,337)
________ __________ ________ ________ ________ __________
________ __________ ________ ________ ________ __________
Net income (loss) per average common
and common equivalent share:
Income from continuing operations. . . . . $ .57 $ 1.04 $ .46 $ .54 $ .50 $ .36
Loss from discontinued operations. . . . . (0.05) (0.04) (0.05) (0.19) (0.09) (0.75)
________ __________ ________ ________ ________ __________
Income (loss) before cumulative effect of
change in accounting principle . . . . . .52 1.00 .41 .35 .41 (0.39)
Cumulative effect on prior years
of change in accounting principle. . . . -- -- -- -- -- --
________ __________ ________ ________ ________ __________
Net income (loss) per average common
and common equivalent share. . . . . . . $ .52 $ 1.00 $ .41 $ .35 $ .41 $ (0.39)
________ __________ ________ ________ ________ __________
________ __________ ________ ________ ________ __________
Dividends declared per common
share. . . . . . . . . . . . . . . . . . $ .15 $ .15 $ .15 $ .15 $ .15 $ .15
________ __________ ________ ________ ________ __________
________ __________ ________ ________ ________ __________
Average common and common equivalent
shares outstanding . . . . . . . . . . . 78,434 77,863 82,259 77,387 75,507 75,611
________ __________ ________ ________ ________ __________
________ __________ ________ ________ ________ __________
[Enlarge/Download Table]
QUARTERLY DATA (Unaudited) (continued)
<CAPTIONS>
Three Months Ended
Reclassified for discontinued operations. __________________________________________
(In thousands, except per share Mar. 31, Jun. 30, Sept. 30, Dec. 31,
amounts) 1993 1993 1993 1993
________________________________________________________________________________________________________
Net sales and operating revenues . . . . . . . . . . $864,712 $ 843,111 $939,897 $1,454,831
Cost of products sold. . . . . . . . . . . . . . . . 474,992 474,245 539,362 894,008
________ _________ ________ __________
Gross profit . . . . . . . . . . . . . . . . . . . . 389,720 368,866 400,535 560,823
________ _________ ________ __________
________ _________ ________ __________
Expenses:
Selling, general and
administrative . . . . . . . . . . . . . . . . . . 313,190 306,654 317,699 417,133
Depreciation and
amortization . . . . . . . . . . . . . . . . . . . 19,965 20,438 20,090 19,451
Net interest income. . . . . . . . . . . . . . . . . (7,488) (8,211) (4,276) (5,856)
Provision for
restructuring costs. . . . . . . . . . . . . . . . -- -- -- --
________ _________ ________ __________
325,667 318,881 333,513 430,728
Income before income taxes,
discontinued operations and
cumulative effect of change in
accounting principle . . . . . . . . . . . . . . . 64,053 49,985 67,022 130,095
Provision for income
taxes. . . . . . . . . . . . . . . . . . . . . . . 23,380 18,244 24,463 49,436
_______ _________ ________ __________
Income from continuing operations. . . . . . . . . . 40,673 31,741 42,559 80,659
Income (loss) from discontinued operations . . . . . (18,542) (109,077) -- 15,822
________ _________ ________ __________
Income (loss) before
cumulative effect of change
in accounting principle. . . . . . . . . . . . . . 22,131 (77,336) 42,559 96,481
Cumulative effect on prior years
of change in accounting principle. . . . . . . . . 13,014 -- -- --
________ _________ ________ __________
Net income (loss). . . . . . . . . . . . . . . . . . $ 35,145 $ (77,336) $ 42,559 $ 96,481
________ _________ ________ __________
________ _________ ________ __________
Net income (loss) per average common
and common equivalent share:
Income from continuing operations. . . . . . . . . . $ .51 $ .39 $ .53 $ 1.03
Income (loss) from discontinued operations . . . . . (.24) (1.43) -- .21
________ _________ ________ __________
Income (loss) before cumulative effect of
change in accounting principle . . . . . . . . . . .27 (1.04) .53 1.24
Cumulative effect on prior years of change
in accounting principle. . . . . . . . . . . . . . .17 -- -- --
________ _________ ________ __________
Net income (loss) per average common
and common equivalent share. . . . . . . . . . . . $ .44 $ (1.04) $ .53 $ 1.24
________ _________ ________ __________
________ _________ ________ __________
Dividends declared per common
share. . . . . . . . . . . . . . . . . . . . . . . $ .15 $ .15 $ .15 $ .15
________ _________ ________ __________
________ _________ ________ __________
Average common and common equivalent
shares outstanding . . . . . . . . . . . . . . . . 75,722 76,028 76,307 76,674
________ _________ ________ __________
________ _________ ________ __________
[Enlarge/Download Table]
Property, Plant and Equipment SCHEDULE V
Tandy Corporation and Subsidiaries
<CAPTIONS>
Reclassification
Balance at of Balance at
Beginning Additions Retirements Discontinued End of
(In thousands) of Period at Cost and Sales Other(1) Operations Period
_______________________________________________________________________________________________________________
Year Ended December 31, 1993
Land . . . . . . . . . . . . . . . $ 26,044 $ 8,650 $ (1,126) $ -- $ (1,222) $ 32,346
Buildings. . . . . . . . . . . . . 209,608 18,137 (21,868) (359) (31,392) 174,126
Furniture, fixtures and equipment. 534,316 64,768 (124,665) (527) (79,650) 394,242
Leasehold improvements . . . . . . 319,701 37,732 (42,907) (102) -- 314,424
__________ ________ __________ ________ __________ __________
$1,089,669 $129,287 $(190,566) $ (988) $(112,264) $ 915,138
__________ ________ __________ ________ __________ __________
__________ ________ __________ ________ __________ __________
Six Months Ended December 31, 1992
Land . . . . . . . . . . . . . . . $ 25,802 $ 242 $ -- $ -- $ -- $ 26,044
Buildings. . . . . . . . . . . . . 197,286 12,515 -- (193) -- 209,608
Furniture, fixtures and equipment. 510,310 40,087 (13,742) (2,339) -- 534,316
Leasehold improvements . . . . . . 311,560 16,817 (8,414) (262) -- 319,701
__________ ________ __________ ________ __________ __________
$1,044,958 $ 69,661 $ (22,156) $(2,794) $ -- $1,089,669
__________ ________ __________ ________ __________ __________
__________ ________ __________ ________ __________ __________
Year Ended June 30, 1992
Land . . . . . . . . . . . . . . . $ 18,657 $ 8,458 $ (1,313) $ -- $ -- $ 25,802
Buildings. . . . . . . . . . . . . 186,656 11,334 (1,707) 1,003 -- 197,286
Furniture, fixtures and equipment. 464,341 72,240 (28,953) 2,682 -- 510,310
Leasehold improvements . . . . . . 295,674 35,462 (19,658) 82 -- 311,560
__________ ________ __________ ________ __________ __________
$ 965,328 $127,494 $ (51,631) $ 3,767 $ -- $1,044,958
__________ ________ __________ ________ __________ __________
__________ ________ __________ ________ __________ __________
Year Ended June 30, 1991
Land . . . . . . . . . . . . . . . $ 16,781 $ 2,075 $ (332) $ 133 $ -- $ 18,657
Buildings. . . . . . . . . . . . . 154,282 34,735 (2,279) (82) -- 186,656
Furniture, fixtures and equipment. 451,486 69,111 (56,321) 65 -- 464,341
Leasehold improvements . . . . . . 271,206 45,178 (20,701) (9) -- 295,674
__________ ________ __________ ________ __________ __________
$ 893,755 $151,099 $ (79,633) $ 107 $ 965,328
__________ ________ __________ ________ __________ __________
__________ ________ __________ ________ __________ __________
(1) FAS No. 52, "Foreign Currency Translation," requires
that foreign fixed assets and related accumulated
depreciation be translated into U.S. dollars at the rates in
effect at the date of the balance sheet. The amounts shown
in the "Other" column reflect the changes in currency values
between the balance sheet dates.
[Enlarge/Download Table]
Accumulated Depreciation and Amortization SCHEDULE VI
of Property, Plant and Equipment
Tandy Corporation and Subsidiaries
<CAPTIONS>
Reclassification
Balance at of Balance at
Beginning Retirements Discontinued End of
(In thousands) of Period Depreciation and Sales Other(1) Operations Period
________________________________________________________________________________________________________________
Year Ended December 31, 1993
Buildings. . . . . . . . . . . . $ 45,814 $ 5,941 $ (4,314) $ (40) $ (7,036) $ 40,365
Furniture, fixtures and equipment 319,969 60,484 (95,872) (108) (46,781) 237,692
Leasehold improvements . . . . . 177,301 27,106 (31,094) 30 -- 173,343
________ _______ __________ ________ _________ ________
$543,084 $93,531 $(131,280) $ (118) $(53,817) $451,400
________ _______ __________ ________ _________ ________
________ _______ __________ ________ _________ ________
Six Months Ended December 31, 1992
Buildings. . . . . . . . . . . . $ 42,874 $ 2,733 $ -- $ 207 $ -- $ 45,814
Furniture, fixtures and equipment 300,000 32,673 (11,193) (1,511) -- 319,969
Leasehold improvements . . . . . 170,984 14,371 (7,941) (113) -- 177,301
________ _______ __________ ________ _________ ________
$513,858 $49,777 $ (19,134) $(1,417) $ -- $543,084
________ _______ __________ ________ _________ ________
________ _______ __________ ________ _________ ________
Year Ended June 30, 1992
Buildings. . . . . . . . . . . . $ 38,641 $ 5,251 $ (1,149) $ 131 $ -- $ 42,874
Furniture, fixtures and equipment 262,508 61,377 (25,622) 1,737 -- 300,000
Leasehold improvements 159,273 29,301 (17,668) 78 -- 170,984
________ _______ __________ ________ _________ ________
$460,422 $95,929 $ (44,439) $ 1,946 $ -- $513,858
________ _______ __________ ________ _________ ________
________ _______ __________ ________ _________ ________
Year Ended June 30, 1991
Buildings. . . . . . . . . . . . $ 35,194 $ 4,225 $ (858) $ 80 $ -- $ 38,641
Furniture, fixtures and equipment 252,545 60,040 (50,308) 231 -- 262,508
Leasehold improvements . . . . . 148,193 28,433 (17,408) 55 -- 159,273
________ _______ __________ ________ _________ ________
$435,932 $92,698 $ (68,574) $ 366 $ -- $460,422
________ _______ __________ ________ _________ ________
________ _______ __________ ________ _________ ________
(1) FAS No. 52, "Foreign Currency Translation," requires
that foreign fixed assets and related accumulated
depreciation be translated into U.S. dollars at the rates in
effect at the date of the balance sheet. The amounts shown
in the "Other" column reflect the changes in currency values
between the balance sheet dates.
[Enlarge/Download Table]
SCHEDULE X
Charged to Costs and Expenses
Tandy Corporation and Subsidiaries
<CAPTIONS>
Year Ended Six Months Ended
December 31, December 31, Year Ended June 30,
____________ ________________ ____________________
(In thousands) 1993 1992 1992 1991
___________________________________________________________________________________________
Maintenance and repairs. . . . . . . * * * *
Depreciation and amortization of
intangible assets, preoperating
costs and similar deferrals. . . . * * * *
Taxes, other than payroll and
income taxes . . . . . . . . . . . $ 37,719 $ 18,919 $ 32,225 $ 28,446
Royalties. . . . . . . . . . . . . . * * * *
Advertising costs. . . . . . . . . . $205,831 $150,374 $239,352 $251,903
* Less than 1% of sales and operating revenues.
TANDY CORPORATION
INDEX TO EXHIBITS
Exhibit
Number Description
2a Agreement for Purchase and Sale of Assets dated
as of June 30, 1993 between AST Research, Inc.,
as Purchaser and Tandy Corporation, TE
Electronics Inc., and GRiD Systems Corporation,
as Sellers (without exhibits) (filed as Exhibit 2
to Tandy's July 13, 1993 Form 8-K filed on July
27, 1993, Accession No. 0000096289-93-000004 and
incorporated herein be reference).
2b Amended and Restated Stock Exchange Agreement
dated February 1, 1994 by and among O'Sullivan
Industries Holdings, Inc., and TE Electronics
Inc.
2c U.S. Purchase Agreement dated January 26, 1994 by
and among O'Sullivan Industries Holdings, Inc.,
TE Electronics Inc. and the U.S. Underwriters
which included Merrill Lynch & Co., Wheat First
Butcher & Singer, The Chicago Dearborn Company
and Rauscher Pierce Refsnes, Inc.
2d International Purchase Agreement dated January
26, 1994 by and among O'Sullivan Industries
Holdings, Inc., TE Electronics Inc. and the U.S.
Underwriters which included Merrill Lynch
International Limited and UBS Limited.
3a(i) Restated Certificate of Incorporation of Tandy
dated December 10, 1982 (filed as Exhibit 4A to
Tandy's 1993 Form S-8 for the Tandy Corporation
Incentive Stock Plan, Reg. No. 33-51603, filed on
November 12, 1993, Accession No.
0000096289-93-000017 and incorporated herein by
reference).
3a(ii) Certificate of Amendment of Certificate of
Incorporation of Tandy Corporation dated November
13, 1986 (filed as Exhibit 4A to Tandy's 1993
Form S-8 for the Tandy Corporation Incentive
Stock Plan, Reg. No. 33-51603, filed on November
12, 1993, Accession No. 0000096289-93-000017 and
incorporated herein by reference).
3a(iii) Certificate of Amendment of Certificate of
Incorporation, amending and restating the
Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred
Stock dated June 22, 1990 (filed as Exhibit 4A to
Tandy's 1993 Form S-8 for the Tandy Corporation
Incentive Stock Plan, Reg. No. 33-51603, filed on
November 12, 1993, Accession No.
0000096289-93-000017 and incorporated herein by
reference).
3a(iv) Certificate of Designations of Series B TESOP
Convertible Preferred dated June 29, 1990 (filed
as Exhibit 4A to Tandy's 1993 Form S-8 for the
Tandy Corporation Incentive Stock Plan, Reg. No.
33-51603, filed on November 12, 1993, Accession
No. 0000096289-93-000017 and incorporated herein
by reference).
3a(v) Certificate of Designation, Series C Conversion
Preferred Stock dated February 13, 1992 (filed as
Exhibit 4A to Tandy's 1993 Form S-8 for the
Tandy Corporation Incentive Stock Plan, Reg. No.
33-51603, filed on November 12, 1993, Accession
No. 0000096289-93-000017 and incorporated herein
by reference).
3b Tandy Corporation Bylaws, restated as of August
4, 1993 (filed as Exhibit 4B to Tandy's Form S-8
for the Tandy Corporation Incentive Stock Plan,
Reg. No. 33-51603, filed on November 12, 1993,
Accession No. 0000096289-93-000017 and
incorporated herein by reference).
4a Indenture, dated June 30, 1974, for 10%
Subordinated Debentures due 1994.
4b Amended and restated Rights Agreement with the
First National Bank of Boston dated June 22, 1990
for Preferred Share Purchase Rights.
4c(i) Revolving Credit Agreement between Tandy Credit
Corporation, Tandy Corporation and Texas Commerce
Bank, individually and as Agent for eleven other
banks, dated as of June 17, 1991.
4c(ii) First Amendment to Revolving Credit Agreement
between Tandy Credit Corporation, Tandy
Corporation and Texas Commerce Bank, individually
and as agent for eleven other banks, dated June
11, 1992.
4c(iii) Second Amendment to Revolving Credit Agreement
between Tandy Credit Corporation, Tandy
Corporation and Texas Commerce Bank National
Association, individually and as agent for eleven
other banks, dated June 8, 1993 (filed as Exhibit
4c(iii) to Tandy's Form 10-Q filed on November
16, 1993, Accession No. 0000096289-93-000018
and incorporated herein by reference).
4d Continuing Guaranty dated June 18, 1991 by Tandy
of obligations of the Company in favor of the
banks participating in the Revolving Credit
Agreement.
4e Continuing Guaranty dated as of June 18, 1991 by
Tandy Corporation in favor of holders of
indebtedness issued by Tandy Credit Corporation
that is or may be publicly traded and is rated by
at least one nationally recognized rating agency.
10a* Salary Continuation Plan for Executive Employees
of Tandy Corporation and Subsidiaries including
amendment dated June 14, 1984 with respect to
participation by certain executive employees, as
restated October 4, 1990.
10b* Form of Executive Pay Plan Letters
10c* Post Retirement Death Benefit Plan for Selected
Executive Employees of Tandy Corporation and
Subsidiaries as restated June 10, 1991.10d
10d* Tandy Corporation Officers Deferred Compensation
Plan as restated July 10, 1992.
10e* Special Compensation Plan No. 1 for Tandy
Corporation Executive Officers, adopted in 1993.
10f* Special Compensation Plan No. 2 for Tandy
Corporation Executive Officers, adopted in 1993.
10g* Special Compensation Plan for Directors of Tandy
Corporation dated November 13, 1986.
10h* Director Fee Resolution.
10i* Tandy Corporation 1985 Stock Option Plan as
restated effective August 1990.
10j* Tandy Corporation 1993 Incentive Stock Plan as
restated October 14, 1993 (filed as Exhibit 4B to
Tandy's Form S-8 for Tandy Corporation Incentive
Stock Plan, Reg. No. 33-51603, filed on November
12, 1993, Accession No. 0000096289-93-000017 and
incorporated herein by reference).
10k* Tandy Corporation Officers Life Insurance Plan as
amended and restated effective August 22, 1990.
10l* Restated Trust Agreement Tandy Employees
Supplemental Stock Program through Amendment No.
III dated March 29, 199 (filed as Exhibit 10H
to Tandy's Form 10-K/A-4 filed on September 3,
1993, Accession No. 0000096289-93-000011 and
incorporated herein by reference).
10m* Forms of Termination Protection Agreements for
(i) Corporate Executives, (ii) Division
Executives, and iii) Subsidiary Executives.
10n* Tandy Corporation Termination Protection Plans
for Executive Employees of Tandy Corporation and
its Subsidiaries (i) the Level I and (ii) Level
II Plans.
10o* Forms of Bonus Guarantee Letter Agreements with
certain Executive Employees of Tandy Corporation
and its Subsidiaries i) Formula, ii) Discretionary,
and iii) Pay Plan.
10p* Form of Indemnity Agreement with Directors,
Corporate Officers and two Division Officers of
Tandy Corporation.
11 Statement of Computation of Earnings per Share
12 Statement of Computation of Ratios of Earnings to
Fixed Charges
22 Subsidiaries
23 Consent of Independent Accountants
_______________________
* Each of these exhibits is a "management contract or
compensatory plan, contract, or arrangement".
Dates Referenced Herein and Documents Incorporated by Reference
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