UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 4, 2002
Commission File Number 001-15977
FLOOR DECOR, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4051167
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
6001 Powerline Road, Ft. Lauderdale, FL 33309
(Address of principal executive offices) (Zip Code)
(954) 351-9833
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
Pursuant to Item 7(a)(4) of Form 8-K, this Amendment contains additional
financial information required by Form 8-K that was not included in the original
Form 8-K filed by Floor Decor, Inc. (the "Company") dated February 19, 2002 (the
"February 8-K"). The February 8-K disclosed that on February 4, 2002 the Company
acquired all of the outstanding stock of Eagle Eye Scandinavian Distribution
Limited, whose name was changed in March 2002 to Tiger Telematics, Ltd ("Tiger
Telematics"). Tiger Telematics is an early stage company engaged in the
distribution and provision of telematics products and services in certain
European countries.
The Company issued 7,000,000 shares of its Common Stock to the sellers of Tiger
Telematics in the acquisition. Certain additional transactions related to the
acquisition that were disclosed in the February 8-K, are now updated with this
report. First, the selling shareholders of Tiger Telematics agreed to convert
debt owed to them by Tiger Telematics into additional shares of Common Stock.
The Company's post closing audit of Tiger Telematics has determined that the
amount of this debt is substantially less than the originally estimated
(pound)2.3 million reported in the February 8-K. The amount of this debt as
determined by the audit is (pound)432,480 or $610,190. This amount has not yet
been converted to Company Common Stock as of the date of this report. Although
the conversion is still anticipated, no assurances can be given as to the timing
and ultimate completion of the conversion. It is shown in the proforma condensed
financial statements as if the conversion occurred on a proforma basis on
December 31, 2001.
Also in connection with the Tiger Telematics acquisition, certain note holders
of the Company were to convert approximately $1.2 million of debt to Company
Common Stock. As reported in the Company's Form 10-K filed on March 31, 2002 in
Note I to the Financial Statements on Page F-15, $922,733 was actually converted
to Common Stock. Only eight holders of the Company note debt actually accepted
the offer to convert debt to Common Stock. $500,000 of this conversion was by
A.J. Nassar the Company's Chief Executive Officer. The conversion is shown in
the proforma condensed financial statements as if the conversions occurred on
December 31, 2001.
Attached are the audited financial statements of Tiger Telamatics, Ltd.
(Formerly Eagle Eye Scandinavian Distribution Limited) as of and for the period
ended February 4, 2002. Tiger Telematics was incorporated and began business on
October 9, 2001 which renders unnecessary the filing of three years of audited
statements.
Also attached are the pro forma condensed consolidated financial Statements of
the Company and Tiger Telematics as of and for the year ended December 31, 2001,
as required under item 7(b).
No additional exhibits are filed herewith.
Floor Decor, Inc. and Tiger Telematics Ltd.
Pro Forma Condensed Consolidated Financial Statements
The pro forma condensed consolidated financial information reflects the
acquisition of Tiger Telematics. The following pro forma balance sheet reflects
the financial condition of Floor Decor, Inc. as of December 31, 2001 as if the
acquisition had occurred on that date and the pro forma statements of income
reflect the results of operations for year ended December 31, 2001 as if the
acquisition had occurred on October 9, 2001 the date of the inception of Tiger
Telematics.
Floor Decor, Inc. and Subsidiary
Pro Forma Condensed Consolidated Balance Sheet
December 31, 2001
2-04-02 Pro 12-31-01
12-31-01 Tiger Forma Combined
Floor Telematics Adjustments Pro
Decor Ltd. Eliminations Forma
-------------------------------------------------------------------------
Assets
Current Assets
Cash $ 20,331 $ 787 $(A) (787) $ 20,331
Accounts receivable 93,580 - - 93,580
Advances to Officers 26,029 - - 26,029
Inventories 708,293 - 708,293
Prepaid expenses 27,241 479,688 (A) (17,430) 489,499
-------------------------------------------------------------------------
Total current assets 875,474 480,475 (18,217) 1,337,732
-------------------------------------------------------------------------
Property and Equipment, net 161,028 1,436 (A) (1,436) 161,028
Order backlog - - (C)2,800,000 2,800,000
Distribution agreement - - (C) 463,050 463,050
Deposits and Other Assets 262,272 - - 262,272
-------------------------------------------------------------------------
Total Assets $ 1,298,774 $ 481,911 $ 3,243,397 $5,024,082
=========================================================================
See notes to unaudited pro forma condensed consolidated financial statements
Pro Forma Condensed Consolidated Balance Sheet
December 31, 2001
12-31-01 2-4-01 Pro 12-31-01
Tiger Forma Combined
Floor Telematics Adjustments Pro
Decor Ltd. Eliminations Forma
-----------------------------------------------------------------------------
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts Payable $ 764,455 $ 235,949 $(A) (177,245) $ 823,159
Amounts due stockholders 1,541,053 610,190 (A) 51,780 771,121
(C)(1,431,902)
Note Payable 130,119 98,822 (A) (98,822) 29,098
(C) (101,021)
Accrued expenses 147,451 - - 147,451
Customer deposits 110,325 - - 110,325
-----------------------------------------------------------------------------
Total current liabilities 2,693,403 944,961 (1,757,210) 1,881,154
-----------------------------------------------------------------------------
Stockholders' Equity (Deficit)
Common stock, at par 55,887 1 (B) 3,832 66,719
(C) 6,999
Subscription receivable (36) - - (36)
Additional Paid in Capital 514,104 - (B) 1,529,091 4,836,195
(C) 2,793,000
Accumulated deficit (1,964,584) (463,051) (A) 667,685 (1,759,950)
-----------------------------------------------------------------------------
Total stockholder's equity (deficit) (1,394,629) (463,050) 5,000,607 3,142,928
-----------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity (Deficit) $ 1,298,774 $ 481,911 $ 3,243,397 $ 5,024,082
=============================================================================
See notes to unaudited pro forma condensed consolidated financial statements
Floor Decor, Inc. and Subsidiary
Pro Forma Condensed Consolidated Income Statement
For the Year Ended December 31, 2001
12-31-01 2-04-01 Pro 12-31-01
Tiger Forma Combined
Floor Telematics Adjustments Pro
Decor Ltd. Eliminations Forma
------------------------------------------------------------------------------------
Net Sales $ 3,776,750 $ - $ - $ 3,776,750
Cost of goods sold 2,138,963 - - 2,138,963
------------------------------------------------------------------------------------
Gross Profit 1,637,787 - - 1,637,787
-----------------------------------------------------------------------------------
Operating Expenses
Selling expense 983,830 - - 983,830
General and administrative expense 1,807,430 463,051 (A) (204,634)
(E) 38,000 2,103,847
------------------------------------------------------------------------------------
2,791,260 463,051 (166,634) 3,087,677
------------------------------------------------------------------------------------
Operating Loss (1,153,473) (463,051) (166,634) (1,449,890)
------------------------------------------------------------------------------------
Other income (expense)
Interest expense (145,607) - - (145,607)
------------------------------------------------------------------------------------
(145,607) - - (145,607)
------------------------------------------------------------------------------------
Net loss $ (1,299,080) $(463,051) $ 166,634 $ (1,595,497)
====================================================================================
Net loss per share (basic
and diluted) $ (0.024) $(463,051) $ (0.024)
===================================================================================
Weighted average shares outstanding 54,236,664 1 10,832,308 65,068,972
===================================================================================
See notes to unaudited pro forma condensed consolidated financial statements
Floor Decor and Subsidiary
Notes to unaudited Pro forma Condensed Consolidated Financial Statements.
Note A: Floor Decor statements are as of December 31, 2001 and Tiger
Telematics statements shown as of February 4, 2002 have been adjusted to
December 31, 2001. The adjustments shown include $204,634 added to accumulated
deficit to reflect the roll back of 204,634 in losses incurred from December 31,
2001 to February 4, 2002 and to adjust other balance sheet items back to
December 31, 2001.
Note B: The debt of the former Tiger Telematics shareholders has been shown
as if it converted to Common Stock pursuant to the stock purchase agreement as
of December 31, 2001, although such conversion has not yet taken place.
1,525,475 shares are shown as issued and $610,190 is added to common stock and
additional paid in capital. The related conversion of $922,733 of the Company's
noteholders debt into 2,306,833 common stock shares and warrants has been shown
as a reduction of debt and an increase in common stock and additional paid in
capital.
Note C: This transaction was treated as a purchase. The 7,000,000 shares of
stock issued were valued at $.40 per share. This price is the same price as the
private placement transactions with investors that were entered into from
December 2001 through January 2002. See report on Form-K dated February 19,
2002. This valued the stock issued at $2,800,000. The cost of acquiring Tiger
Telematics was allocated based on the fair market value of the underlying net
assets acquired. The negative equity of Tiger Telematics of $463,050 resulted in
an excess of acquisition cost over tangible asset value of $3,263,050.
The excess of the acquisition price over the tangible asset valuation was
assigned to two intangible assets. $2,800,000 was ascribed to an order backlog
of open pending orders for products for future shipments over the next several
years. This amount will be amortized as the orders are shipped on a prorata
basis. The remaining amount of $463,050 was assigned to distribution rights
under a Distribution Agreement with Eagle Eye Telmatics, plc, which was executed
on October 19, 2001(see Form 10-K dated March 31, 2002, exhibit #21.1. This
amount will be amortized quarterly over the three-year remaining life of the
distribution agreement.
Note D: Prepaid expenses of Tiger Telematics include $421,859 of prepaid
commission associated with obtaining the outstanding book of open pending
orders. These commissions will be expensed as the related orders are shipped.
Note E. Pro forma amortization of the distribution agreement for the period
from October 19, 2001 through December 31, 2001 amounted to $328,000.
COMPANY NO: 4301299
TIGER TELEMATICS LIMITED
FINANCIAL STATEMENTS
Period 9 October 2001 to 4 February 2002
--------------------------------------------------------------------------------
TIGER TELEMATICS LIMITED
CONTENTS
Page
Company information 1
Independent auditors' report 2
Profit and loss account 3
Balance sheet 4
Cash flow statement 5
Notes to the financial statements 6 - 7
COMPANY INFORMATION
Director Christopher Sturm
Secretary Ian Dunsford
Incorporation date 9 October 2001 as Eagle Eye European Distribution
Ltd
Changes of name 10 October 2001 became Eagle Eye Scandinavian
Distribution Ltd
11 February 2002 became Eagle Eye Europe Ltd
12 March 2002 became Tiger Telematics Ltd
Registered office 2nd Floor
Berkeley Square House
Berkeley Square
London W1J 6BD
Registered number 4301299
Auditors RSM Robson Rhodes
Chartered Accountants
186 City Road
London EC1V 2NU
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF
TIGER TELEMATICS LIMITED
We have audited the financial statements on pages 3 to 7.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the company's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error.
Opinion
In our opinion the financial statements give a true and fair view of the state
of affairs of the company as at 4 February 2002 and of its loss for the period
then ended and have been properly prepared in accordance with the Companies Act
1985.
RSM Robson Rhodes
Chartered Accountants and Registered Auditors
London, England
28 March 2002
TIGER TELEMATICS LIMITED
--------------------------------------------------------------------------------
PROFIT AND LOSS ACCOUNT
for the period from incorporation on 9 October 2001 to 4 February 2002
Period to 4 February 2002
-------------------- -------------------
$ (pound)
Turnover - -
Cost of sales - -
-------- ---------
Gross profit - -
Administration expenses (463,051) (328,196)
-------- ---------
Loss on ordinary activities before taxation (463,051) (328,196)
Taxation - -
-------- ---------
Loss on ordinary activities after taxation (463,051) (328,196)
-------- ---------
Earnings per share (basic & diluted) (463,051) (328,196)
-------- ---------
Weighted average number of shares 1 1
-------- ---------
STATEMENT OF MOVEMENTS IN EQUITY SHAREHOLDERS FUNDS
For the period ended 4 February 2002
Period to 4 February 2002
---------------------------------------
$ (pound)
Loss for the period (463,051) (328,196)
Issue of share 1 1
Equity shareholders funds at 9 October 2001 - -
-------- ----------
Equity shareholders funds at 4 February 2002 (463,050) (328,195)
======== ==========
BALANCE SHEET
at 4 February 2002
4 February 2002
------------------------------------
$ (pound)
Fixed assets
Tangible assets 1,436 1,018
---------- ----------
Current assets
Other debtors & prepayments 479,688 339,987
Cash at bank and in hand 787 558
---------- ----------
480,475 340,545
Current liabilities
Creditors & accruals (944,961) (669,758)
---------- ----------
Net current liabilities (464,486) (329,213)
Net assets (463,050) (328,195)
========== ==========
Capital and reserves
Called up share capital 1 1
Reserves (463,051) (328,196)
---------- ----------
Equity shareholders' funds (463,050) (328,195)
---------- ----------
The financial statements were approved by the Board on 28 March 2002 and signed
on its behalf by:
Christopher Sturm Carl Freer
Director Executive
CASH FLOW STATEMENT
for the period from 9 October 2001 to 4 February 2002
4 February 2002
------------------------------
$ (pound)
Cash inflow from operating activities (706,790) (500,950)
Returns on investment and servicing of finance - -
Taxation paid - -
Capital expenditure and financial investment
Payments to acquire fixed assets (1,436) (1,018)
Acquisitions and disposals - -
Net cash outflow before financing (708,226) (501,968)
Financing
Issue of share capital 1 1
Floor Decor advance 98,822 70,042
Advances from other related parties 610,190 432,483
Increase in cash 787 558
RECONCILIATION OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES
4 February 2002
------------------------------
$ (pound)
Operating loss (463,051) (328,196)
Depreciation of tangible fixed assets - -
Movements in working capital:
Increase in debtors (479,688) (339,987)
Increase in creditors 235,949 167,233
Cash outflow from operating activities (706,790) (500,950)
ACCOUNTING POLICIES
Basis of accounting
The financial statements are prepared in accordance with applicable
accounting standards and under historical cost accounting rules.
The financial statements have been prepared for the purposes of SEC
filings required as at the date of acquisition of the company by Floor
Decor Inc and include all disclosures required by US GAAP.
The company's first statutory accounts will be prepared for the year
ending 31 December 2002.
The principal accounting policies which the directors have adopted
within that convention are set out below:
Going concern
The financial statements have been prepared on the going concern basis
on the strength of the ongoing financial support being provided by the
director and senior executive, and the new parent undertaking Floor
Decor Inc.
Turnover
Turnover comprises sales to customers less discounts and allowances and
is net of value added tax.
Taxation
The charge for taxation is based on the profit for the year and takes
into account taxation deferred because of timing differences between
the treatment of certain items for taxation and accounting purposes.
Provision is made for deferred tax only to the extent that it is
probable that an actual liability will crystallise.
Fixed assets
Depreciation is provided by the company to write off the cost less the
estimated residual value of tangible assets in equal instalments from
the month after the month of acquisition over their useful economic
lives until disposal.
Leasing
Rentals payable under operating leases are charged to the profit and
loss account as incurred.
Reporting currency
The company utilises sterling as its reporting currency. In connection
with the acquisition of the company by Floor Decor Inc, the
accompanying financial statements have also been stated in US dollars.
All transactions were translated at the rate of exchange in effect at 4
February 2002 of $1.4109 US dollars per (pound)1 sterling.
2 SHARE CAPITAL
20002
Number
Authorised
Ordinary shares of(pound)1 each 1,000,000
Issued and fully paid
Ordinary shares of(pound)1 each 1
3. RELATED PARTY TRANSACTIONS
During the period the company has undertaken transaction with its
shareholder, Christopher Sturm, and senior executive, Carl Freer, and
with the acquiring company Floor Decor Inc.
At 4 February 2002 the company owed Mr Sturm and Mr Freer a total of
(pound)432,483 ($610,190) in respect of non interest bearing advances
made to the company during the period. These advances are subsequently
to be converted into common stock of Floor Decor Inc in connection with
the acquisition of the company on 4 February 2002.
Floor Decor Inc loaned the company(pound)70,042 ($98,822) in January
2002. The sum remains outstanding and is due on demand and bears
interest at a rate of 6%
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FLOOR DECOR, INC.
/S/ Chief Executive Officer and Director April 19, 2002
Alvin J. Nassar
/S/ Chief Financial Officer and Director April 19, 2002
Michael W. Carrender