8-K/A 1 eightk.txt SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 -------------- FORM 8-K -------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 01, 2002 -------------- AURA SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) -------------- Delaware 0-17249 95-4106894 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or Organization) File Number) Identification No.) 2335 Alaska Avenue El Segundo, California 90245 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (310) 643-5300 Former name, former address or former fiscal year, if changed since last report.): None ITEM 2. Disposition of Assets. On December 1, 2002, Aura Systems, Inc. (the "Company") consummated the initial closing under an Agreement for Sale and Leaseback, (together with the agreements contemplated thereby, the "Agreement") with a group of individuals (the "Purchasers") pursuant to which the Company agreed to sell its Aura Realty, Inc. ("Aura Realty") subsidiary to Purchasers and enter into a new 10-year lease of the properties owned by Aura Realty (the "Lease"). Investors are encouraged to read the Form 8-K filed by the Company on December 16, 2002 and Agreement, attached as an exhibit thereto, in its entirety. This amended Form 8-K is presented to provide required pro forma financial information. Item 7. Financial Statements and Exhibits (b) Pro forma Financial Information: Unaudited Pro Forma Condensed Consolidated Data of Aura Systems, Inc. The accompanying unaudited pro forma consolidated balance sheet as of November 30, 2002 has been prepared assuming the disposition of the land and buildings associated with the Company's Aura Realty subsidiary (the "Realty Transaction") had occurred on the balance sheet date. The unaudited pro forma condensed consolidated statements of operations for the nine months ended November 30, 2002 and the year ended February 28, 2002 have been prepared assuming the Realty Transaction had occurred at the beginning of the period presented, March 1, 2001. The unaudited pro forma condensed consolidated balance sheet, statements of operations and notes thereto should be read in conjunction with the consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the nine months ended November 30, 2002 and the Company's Annual Report on Form 10-K for the year ended February 28, 2002. The pro forma information includes certain adjustments and estimates by management. This information does not necessarily reflect actual results that would have occurred nor is it necessarily indicative of future results of operations of the Company after completion of the Realty Transaction.
INDEX Unaudited Pro Forma Condensed Consolidated Balance Sheet as of November 30, 2002 2 Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended November 30, 2002 3 Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Year Ended February 28, 2002 4 Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statements of Operatons 5
AURA SYSTEMS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIATED BALANCE SHEET As of November 30, 2002 Historical Pro Forma Pro Forma Adjustments Balances ASSETS CURRENT ASSETS Cash and cash equivalents $ 76,772 $584,630 $ 661,402 Accounts receivable, net 357,389 - 357,389 Inventories 4,664,534 - 4,664,534 Other current assets 637,104 520,331 1,157,435 -------- -------- ----------- Total current assets 5,735,799 1,104,961 6,840,760 PROPERTY, PLANT AND EQUIPMENT, at cost 16,170,350 (11,894,800) 4,275,550 Less accumulated depreciation and amortization (8,663,016) 4,947,288 (3,715,728) --------------- ---------- ----------- Net property, plant and equipment 7,507,334 (6,947,512) 559,822 NON-CURRENT INVENTORIES 4,500,000 - 4,500,000 PATENTS AND TRADEMARKS, NET 2,830,686 - 2,830,686 LONG TERM RECEIVABLES 2,060,271 - 2,060,271 OTHER ASSETS 1,148,940 (139,980) 1,008,960 ---------------- --------------- ---------- TOTAL ASSETS $23,783,030 $ (5,982,531) $17,800,499 ============ ============= =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 4,878,915 $ (159,762) $ 4,719,153 Notes payable 5,959,078 (982,699) 4,976,379 ----- ---------- -------------- -------------- Total current liabilities 10,837,993 (1,142,461) 9,695,532 NOTES PAYABLE AND OTHER LIABILITIES 6,438,956 (4,979,058) 1,459,898 STOCKHOLDERS' EQUITY Common stock 306,172,595 - 306,172,595 Accumulated deficit (299,666,514) 138,988 (299,527,526) ------------- --------------- ------------- Total stockholders' equity 6,506,081 138,988 6,645,069 --------------- --------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $23,783,030 $ (5,982,531) $17,800,499 ============ ============= ===========
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
AURA SYSTEMS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIATED STATEMENT OF OPERATIONS For the Nine Months Ended November 30, 2002 Pro Forma Pro Forma Historical Adjustments Balances GROSS PROFIT $ 454,524 $ - $ 454,524 OPERATING EXPENSES Engineering, research and development expenses 3,086,865 - 3,086,865 Selling, general and administrative expenses 5,830,328 501,748 6,332,076 Asset impairment loss 2,300,000 - 2,300,000 Legal and accounts payable settlements - - - --------- ------- --------- Total operating expenses 11,217,193 501,748 11,718,941 LOSS FROM OPERATIONS (10,762,669) (501,748) (11,264,417) IMPAIRMENT OF LONG-LIVED ASSETS (700,000) - (700,000) OTHER INCOME (EXPENSE), NET (524,121) 296,225 (227,896) --------------- -------- --------------- LOSS BEFORE EXTRAORDINARY ITEM (11,986,790) (205,523) (12,192,313) EXTRAORDINARY ITEM Gain on extinguishment of debt obligations - - - ---------- ------- ---------- NET LOSS $(11,986,790) $(205,523) $(12,192,313) ============= ========= =============
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
AURA SYSTEMS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIATED STATEMENT OF OPERATIONS For the Year Ended February 28, 2002 Pro Forma Pro Forma Historical Adjustments Balances GROSS PROFIT $ 1,635,559 $ - $ 1,635,559 OPERATING EXPENSES Engineering, research and development expenses 10,735,247 - 10,735,247 Selling, general and administrative expenses 10,006,844 670,142 10,676,986 Asset impairment loss - - - Legal and accounts payable settlements (3,401,685) - (3,401,685) --------------- ------- --------------- Total operating expenses 17,340,406 670,142 18,010,548 LOSS FROM OPERATIONS (15,704,847) (670,142) (16,374,989) IMPAIRMENT OF LONG-LIVED ASSETS (9,095,393) - (9,095,393) OTHER INCOME (EXPENSE), NET (2,026,195) 402,406 (1,623,789) LOSS BEFORE EXTRAORDINARY ITEM (26,826,435) (267,736) (27,094,171) EXTRAORDINARY ITEM Gain on extinguishment of debt obligations 1,889,540 - 1,889,540 --------------- -------- -------------- NET LOSS $(24,936,895) $ (267,736) $(25,204,631) ============= ============= ============
See accompanying notes to unaudited pro forma condensed consolidated financial statements. AURA SYSTEMS, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIATED BALANCE SHEET AND STATEMENTS OF OPERATIONS BALANCE SHEET Cash and cash equivalents have been increased to reflect the net cash proceeds received by the Company at closing. Other current assets have been increased to reflect various deposits and prepayments to the Purchasers net of prepaid real estate taxes which will transfer with the building. Property, plant and equipment have been decreased to reflect the historical cost of the land and buildings being sold, net of the related accumulated depreciation. Other assets have been decreased to reflect the write off of deferred financing costs associated with the mortgage note being transferred to Purchasers. Accounts payable and accrued expenses have been decreased to reflect the payment to the Consultants from the proceeds of the Realty Transaction and the property tax liability which will transfer with the building. Notes payable - current have been decreased to reflect the current portion of the mortgage note and the reduction of the liability for advances of the proceeds received prior to closing. Notes payable and other liabilities have been decreased to reflect the long term portion of the mortgage note. Accumulated deficit has been decreased to reflect the gain on the Realty Transaction that will be recognized in the fourth quarter of Fiscal 2003. STATEMENTS OF OPERATIONS The following notes apply to both periods presented. Selling, general and administrative expenses have been increased to reflect the rent expense that would have been recorded had the new lease been in effect for these periods and reduced to eliminate the depreciation, property tax and other ownership expenses associated with the land and building. Other income (expense), net has been reduced to eliminate the interest expense associated with the mortgage note. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AURA SYSTEMS, INC. Date: December 13, 2002 By: /s/ Neal F. Meehan -------------------- Neal F. Meehan Chairman and Chief Executive Officer