<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended MARCH 31, 2000 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to _________
Commission file number 1-12410
SIMULA, INC.
(Exact Name of Registrant as Specified in Its Charter)
ARIZONA 86-0320129
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2700 NORTH CENTRAL AVENUE, SUITE 1000, PHOENIX, ARIZONA 85004
(Address of Principal Executive Offices) (Zip Code)
(602) 631-4005
(Registrant's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
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)
Yes X No
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Outstanding at March 31, 2000
Common Stock, $.01 par value 11,103,827
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SIMULA, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
------------- -------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 988,800 $ 5,223,236
Contract and trade receivables - Net 28,441,956 24,756,984
Inventories 9,468,531 7,540,570
Deferred income taxes 2,621,000 2,621,000
Prepaid expenses and other 1,000,476 728,772
Net assets held for sale -- 12,036,242
------------- -------------
Total current assets 42,520,763 52,906,804
PROPERTY, EQUIPMENT and LEASEHOLD IMPROVEMENTS - Net 13,301,446 13,947,099
DEFERRED INCOME TAXES 33,334,000 33,438,000
DEFERRED FINANCING COSTS 4,601,184 4,897,773
INTANGIBLES - Net 1,833,763 1,788,057
OTHER ASSETS 326,892 362,368
============= =============
TOTAL $ 95,918,048 $ 107,340,101
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Revolving line of credit $ 10,562,212 $ 12,751,595
Trade accounts payable 4,619,372 6,104,583
Accrued restructuring costs 5,428,405 6,742,000
Other accrued liabilities 7,007,132 8,267,305
Advances on contracts 3,211,419 2,121,232
Current portion of long-term debt 5,845,082 11,908,303
------------- -------------
Total current liabilities 36,673,622 47,895,018
LONG-TERM DEBT - Less current portion 53,776,401 53,820,177
------------- -------------
Total liabilities 90,450,023 101,715,195
------------- -------------
REDEEMABLE CONVERTIBLE 6% SERIES A PREFERRED STOCK,
$.05 par value - issued 2,250 shares 2,250,000 2,250,000
------------- -------------
SHAREHOLDERS' EQUITY
Preferred stock, $.05 par value - authorized 50,000,000 shares;
issued 2,250 shares redeemable convertible 6% series A preferred stock
Common stock, $.01 par value - authorized, 50,000,000 shares;
issued 11,103,827 111,038 111,038
Additional paid-in capital 59,987,309 59,987,309
Accumulated deficit (56,226,065) (56,384,215)
Accumulated other comprehensive income (654,257) (339,226)
------------- -------------
Total shareholders' equity 3,218,025 3,374,906
------------- -------------
TOTAL $ 95,918,048 $ 107,340,101
============= =============
</TABLE>
See notes to consolidated financial statements
2
<PAGE> 3
SIMULA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------------
2000 1998
------------ ------------
<S> <C> <C>
Revenue $ 24,558,858 $ 31,928,262
Cost of revenue 16,545,671 23,414,109
------------ ------------
Gross margin 8,013,187 8,514,153
Administrative expenses 5,453,741 6,049,844
------------ ------------
Operating income 2,559,446 2,464,309
Interest expense (2,263,638) (1,656,040)
------------ ------------
Income before taxes 295,808 808,269
Income tax expense (104,000) (324,000)
------------ ------------
Net income 191,808 484,269
Preferred stock dividends 33,658 --
------------ ------------
Income available to common stockholders income $ 158,150 $ 484,269
============ ============
Income (loss) per common share - basic $ 0.01 $ 0.05
Income (loss) per common share - assuming dilution $ 0.01 $ 0.05
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
SIMULA, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Other Total
--------------------- Paid-in Accumulated Comprehensive Shareholders' Comprehensive
Shares Amount Capital Deficit Income Equity Income
---------- --------- ------------ ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 2000 11,103,827 $ 111,038 $ 59,987,309 $ (56,384,215) $ (339,226) $ 3,374,906
Net earnings (loss) 191,808 191,808 $ 191,808
Preferred Stock Dividends (33,658) (33,658)
Currency translation adjustment (315,031) (315,031) (315,031)
---------- --------- ------------ ------------- ---------- ----------- ----------
BALANCE, March 31, 2000 11,103,827 $ 111,038 $ 59,987,309 $ (56,226,065) $ (654,257) $ 3,218,025 $ (123,223)
========== ========= ============ ============= ========== =========== ==========
</TABLE>
See notes to consolidated financial statements
4
<PAGE> 5
SIMULA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
--------------------------------
2000 1999
------------ ------------
Cash flows used for operating activities:
<S> <C> <C>
Net income $ 191,808 $ 484,269
Adjustment to reconcile net income to net cash used by operating activities:
Depreciation and amortization 1,194,748 1,377,693
Deferred income taxes 104,000 324,000
Capitalized interest 114,040
Currency translation adjustment (315,031) (515,820)
Changes in net assets and liabilities:
Contract and trade receivables - net of advances (2,594,785) (3,446,987)
Inventories (1,927,961) (1,447,363)
Prepaid expenses and other (271,704) (167,737)
Other assets 35,476 (127,224)
Net assets held for sale 677,582 (2,047,803)
Trade accounts payable (1,485,200) (1,522,522)
Restructuring reserve (1,313,595)
Other accrued liabilities (1,260,173) (175,911)
------------ ------------
Net cash used by operating activities (6,850,795) (7,265,405)
------------ ------------
Cash flows used by investing activities:
Proceeds from sale 11,358,660
Purchase of property and equipment (99,994) (693,815)
Costs incurred to obtain intangibles (140,363) (478,951)
------------ ------------
Net cash used in investing activities 11,118,303 (1,172,766)
------------ ------------
Cash flows from financing activities:
Net borrowings under line of credit (2,189,383) 3,200,000
Principal payments under other debt arrangements (6,278,903) (692,181)
Dividends paid (33,658)
Issuance of common shares -- 238,048
Issuance of preferred shares -- 7,500,000
------------ ------------
Net cash provided by financing activities (8,501,944) 10,245,867
------------ ------------
Net (decrease) increase in cash and cash equivalents (4,234,436) 1,807,696
Cash and cash equivalents at beginning of period 5,223,236 933,462
------------ ------------
Cash and cash equivalents at end of period $ 988,800 $ 2,741,158
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 1,095,295 $ 2,276,540
============ ============
Taxes paid $ 9,900
============
</TABLE>
See notes to consolidated financial statements
5
<PAGE> 6
SIMULA, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION:
The accompanying interim consolidated financial statements of Simula,
Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and
with the instructions to Form 10-Q. Accordingly, they do not include
all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion
of Management, all adjustments and reclassifications considered
necessary for a fair and comparable presentation have been included and
are of a normal recurring nature. Operating results for the three
months ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000.
NOTE 2 - INVENTORIES:
At March 31, 2000 and December 31, 1999, inventories consisted of the
following.
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------- ----------
<S> <C> <C>
Raw materials $6,238,029 $5,101,426
Work in process 2,655,498 1,967,397
Finished goods 575,004 471,747
---------- ----------
Total inventories $9,468,531 $7,540,570
========== ==========
</TABLE>
NOTE 3 - RESTRUCTURING
In December 1999, management of the Company, with the approval of the
board of directors, committed itself to a plan of restructuring and
recorded a charge to income of $18.3 million. The plan of
restructuring included a refinancing of its outstanding bank line of
credit and certain term notes (Note 7) and the divestiture of the
Company's new airline seat manufacturing operation. The Company
entered into an agreement to sell substantially all the assets of the
airline seat manufacturing operation in December 1999 and completed
the transaction in January 2000 closing the operating facility at that
time terminating approximately 300 management and production
employees. During the three months ended March 31, 2000, the Company
has incurred and paid total restructuring costs of approximately $1.3
million which is substantially comprised of employee severance
benefits.
NOTE 4 - SEGMENT REPORTING
The Company is a holding company for wholly owned subsidiaries which
operate in two business segments. The Commercial Products segment
includes operations which primarily manufacture inflatable restraints
and related technology for automobiles, airline seating soft goods and
polymer materials. The Government and Defense segment includes
operations that design and manufacture crash resistant components,
energy absorbing devices, ballistic armor and composites principally in
connection with branches of the United States armed forces procurement.
The remaining segment, entitled Other, represents general corporate
operations.
For the three month period ended March 31, 1999 and 1998 inter-segment
sales were insignificant and total intercompany sales of $1,570,060 and
$1,042,308, respectively, have been eliminated.
6
<PAGE> 7
<TABLE>
<CAPTION>
2000
------------------------------------------------------------------------------
Commercial Government
Products and Defense Other Total
------------ ----------- ---------- ------------
<S> <C> <C> <C> <C>
Revenue:
Contract revenue $10,894,185 $ 10,894,185
Product sales:
Airline seat systems $ 5,421,927 5,421,927
Automotive safety systems 7,820,985 7,820,985
Other 89,117 89,117
Technology sales and royalties 270,220 62,424 332,644
------------ ----------- ---------- ------------
Total revenue $ 13,602,249 $10,956,609 $ - $ 24,558,858
============ =========== ========== ============
Operating (loss) income $ 1,844,694 $ 1,052,014 $ (337,262) $ 2,559,446
</TABLE>
<TABLE>
<CAPTION>
1999
------------------------------------------------------------------------------
Commercial Government
Products and Defense Other Total
------------ ----------- ---------- ------------
<S> <C> <C> <C> <C>
Revenue:
Contract revenue $11,486,941 $ 11,486,941
Product sales:
Airline seat systems $ 12,913,286 12,913,286
Automotive safety systems 7,039,742 7,039,742
Other 317,604 317,604
Technology sales and royalties 170,689 170,689
------------ ----------- ---------- ------------
Total revenue $ 20,123,717 $11,804,545 $ - $ 31,928,262
============ =========== ========= ============
Operating (loss) income $ 598,311 $ 2,385,447 $ (519,449) $ 2,464,309
</TABLE>
7
<PAGE> 8
SIMULA, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - EARNINGS PER SHARE:
The following is a reconciliation of the numerators and denominators of
basic and diluted per share computations. For the three month period
ended March 31, 2000, the effect of 1,965,812 shares to be issued upon
conversion of the 8% Notes and 543,260 shares to be issued upon the
conversion of the Redeemable Convertible Preferred Stock were not used
in determining dilutive earnings per share because the result would be
anit-dilutive. For the three month period ended March 31, 1999, the
effects of 2,253,390 shares to be issued upon conversion of the 8%
Notes and the 10% Notes were not used for computing dilutive earnings
per share because the result would be anti-dilutive.
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net Earnings $ 191,808 $ 484,269
Dividends on preferred stock 33,658
----------- -----------
Net earnings available to common stockholders $ 158,150 $ 484,269
=========== ===========
Basic weighted average shares outstanding 11,180,685 9,919,221
Effect of dilutive securities 21,132 108,301
----------- -----------
Diluted weighted average shares outstanding 11,201,817 10,027,522
=========== ===========
Basic per share amounts $ 0.01 $ 0.05
=========== ===========
Diluted per share amounts $ 0.01 $ 0.05
=========== ===========
</TABLE>
8
<PAGE> 9
SIMULA, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
GENERAL - The following discussion and analysis provides information that
management of Simula, Inc. (the "Company") believes is relevant to an assessment
and understanding of the Company's results of operations and financial condition
for the three month period ended March 31, 2000 compared to the same periods in
1999. This discussion should be read in conjunction with the Interim
Consolidated Financial Statements and the Notes thereto included elsewhere in
this Form 10-Q. This Form 10-Q contains certain forward-looking statements and
information. The cautionary statements contained below should be read as being
applicable to all related forward-looking statements wherever they appear. See
"Forward Looking Information and Risks of the Business."
OVERVIEW
Simula, Inc. is an acknowledged world leader in providing crash
resistant and energy absorption technologies that safeguard human lives. In its
role as a safety technology company, Simula invents, manufactures, and markets
advanced occupant seating and restraint systems installed in air, ground, and
sea transport vehicles for the military, aircraft, and automotive industries.
Simula, Inc. conducts its business through eight wholly-owned operating units.
As used herein, the terms "Company" or "Simula" refer collectively to Simula,
Inc. and its consolidated subsidiaries.
Simula is a holding company for operating units in two business
segments. The Commercial Products segment includes technology development,
manufacturing and assembly operations for safety systems for automobiles and
trucks, airline seating soft goods and polymer materials. The Company's
Government and Defense segment includes technology development and manufacturing
operations for military aircraft seating, armor, and crew safety systems sold
principally to U.S. and foreign armed forces.
During the period 1999 through early 2000, the Company completed major
steps in recapitalizing the Company to provide additional working capital and
focus the Company on its profitable core businesses. In August, 1999, the
Company completed the sale of its rail seating operation which was reported as a
discontinued operation. On December 31, 1999, the Company obtained a new credit
facility with an asset based lender to replace its existing bank line and issued
$20 million in secured senior notes in a transaction with a private investor. In
December, 1999 the Company entered into an agreement for the sale of the assets
of its operating unit engaged in the commercial airline seating business, for
cash and the assumption of liabilities. This transaction was completed in
January 2000. "See Management's Discussion and Analysis of Financial Results."
Through its operating divisions and subsidiaries, Simula develops,
manufactures, licenses, and sells products and technologies in six major
categories. The products and technologies are typically developed into a number
of different applications which are provided across a range of markets to
different types of customers:
- - Inflatable Restraints - Simula has numerous patented inflatable
restraint devices, embodying technologies and designs that are
significantly different than the conventional airbag, which are used to
protect occupants in automobiles and aircraft. The products and
technologies are used in both military and commercial markets.
- - Seating Systems - The Company has expertise in crash resistant, energy
absorbing, technologies used in protective seating systems for aircraft
pilots and crews. The systems are used principally in military aircraft
but also have commercial applications and customers.
- - Sensors - The Company has developed and patented a variety of sensors
including one used to detect rollover incidents for land vehicles and
another used to detect crash incidents in aircraft. The sensors trigger
the deployment of safety devices, including inflatable restraints and
airbags. The sensors have application in both commercial and military
markets.
- - Armor - In connection with its military seating systems, Simula
developed extensive technology and an array of armor products. Armor in
numerous designs is used in military aircraft and land vehicles.
Products are also sold and licensed in the civilian market, including
for vehicles and "body armor" for law enforcement and similar
personnel.
- - Polymer Products - Simula sells and licenses a family of proprietary
polymer materials. The materials are transparent, high impact, and have
high optical properties. The materials are suited for a variety of
applications in both military and commercial markets, including
ophthalmic lenses, protective eyewear, and armor systems.
9
<PAGE> 10
SIMULA, INC.
- - Protective Equipment and Parachutes - The Company has patented designs
for state-of-the-art parachutes with numerous competitive advantages.
Parachutes are marketed for pilots in military branches around the
world. Simula also has military customers for a related set of crew and
pilot protective equipment including inflatable life vests utilizing
the Company's inflatable restraint technology.
LIQUIDITY AND CAPITAL RESOURCES
The Company defines liquidity as the ability to access cash to meet
operating and capital needs. The Company's primary source of cash in the 1999
period was from financing activities.
The Company's ability to fund working capital requirements and debt
service during the next year will be dependent upon improved cash flow from the
remaining operating units. Following the 1999 restructuring, the remaining
operations have a recent history of profitability and positive cash flow. The
Company has significantly reduced it's working capital needs and believes that
existing availability under its RLC is adequate to fund its operations. The
Company is continuing to work with it's investment banker to address the
September 2000 maturity of the $5.0 million Term Note. The alternatives
currently being considered include repayment of the note through a combination
of cash flow and availability under the RLC, refinance the note through an
expansion of a banking facility or a new note, work with the note holder to
extend the note beyond the current due date until one of the above is
accomplished, or strategic asset sales or technology licensing.
Company believes it has sufficient manufacturing capacity, at March 31,
2000, to meet its anticipated future delivery requirements.
The Company may, however, seek to obtain additional capital should
demand for it's products exceed current capacity. The raising of capital in
public markets will be primarily dependent upon prevailing market conditions and
the demand for the Company's products and technologies.
The Company's liquidity is greatly impacted by the nature of the
billing provisions under its contracts. Generally, in the early period of
contracts, cash expenditures and accrued profits are greater than allowed
billings while contract completion results in billing previously unbilled costs
and profits. Contract and trade receivables, net of advances on contracts,
increased approximately $2.6 million for the three months ended March 31, 2000.
This increase is primarily due to a $1.9 million increases within the Commercial
Products segment and is attributable to increased volume of the ITS and amounts
receivable in relation to the sale of the airline seating system product line.
Net receivables in the Government and Defense segment increased $0.7 million due
timing of contract billing provisions and actual costs incurred.
Operating activities required the use of $6.9 million of cash during
the three months ended March 31, 2000, compared to the use of $7.3 million of
cash during the same period in 1999. Cash used by operating activities in the
2000 period was primarily used to increase accounts receivable (discussed above)
and inventories, reduce accounts payable and restructuring and accrued
liabilities. Cash used by operating activities in 1999 included approximately
$2.1 million used in its discontinued operation.
Investing activities provided $11.1 million principally from the sale
of the Company's new airline seating systems product line.
Financing activities used $8.5 million of cash during the three months
ended March 31, 2000 as a result of the Company's use of proceeds received in
the sale of its airline seating systems to retire $5 million in term debt and
reduction of its line of credit and other scheduled principal reductions.
RESULTS FROM CONTINUING OPERATIONS
Three Months Ended March 31, 2000 Compared to 1999:
Revenue for the three months ended March 31, 2000 decreased 23% to
$24.6 million from $31.9 million for the comparable period in 1999 and is
attributable to both of the Company's business segments. Commercial Products
revenue decreased 32% to $13.6 million from $20.1 million principally due to a
decrease in revenues related to airliner new seating systems as a result of
Company's sale of this product line in January 2000. Airliner new seating
systems revenue decreased to $4.3 million for the three months ended March 31,
2000 from $10.8 million in the comparable 1999 period. Government and Defense
revenue decreased 7% to $11.0 million from $11.8 million. The decrease in
Government and Defense revenue is primarily attributable to a decrease in the
level of material as an overall component of costs incurred on contracts.
10
<PAGE> 11
SIMULA, INC.
Gross margin for the three months ended March 31, 2000 decreased 11% to
$7.6 million from $8.5 million for the comparable period in 1999. Gross margin
as a percent of sales for the three months ended March 31, 2000 increased 4% to
31% from 27% Commercial Products gross margin decreased 27% to $3.8 million from
$5.2 million and increased as a percent of sales to 28% from 26%. The change in
Commercial Products gross margin is primarily attributable to disposal of the
Company's airliner new seating system product line in January 2000. Government
and Defense gross margin increased 15% to $3.8 million from $3.3 million and as
a percent of sales increased to 35% from 28%. The increase in gross margin in
Government and Defense is primarily attributable to the completion of contracts
which generated additional contribution margin as a result of lower than
expected overall costs.
Administrative expenses for the three months ended March 31, 2000
decreased 16% to $5.0 million from $6.0 million for the comparable period in
1999. Commercial Products administrative expenses decreased 30% to $1.9 million
from $2.8 million and is primarily attributable to the disposal of the Company's
airliner new seating system product line in January 2000. Administrative
expenses as a percentage of sales remained consistent between periods at 14%.
Government and Defense administrative expenses increased 1% to $2.8 million from
$2.7 million. Administrative expenses as a percentage of sales was 25% for the
three month period ended March 31, 2000 as compared to 23% in the comparable
1999 period and is attributable to the decrease in revenue noted above.
Interest expense increased 37% to $2.3 million for the three months
ended March 31, 1999 from $1.7 million for the comparable period in 1999. The
increase in interest expense is primarily attributable to the Company's
increased cost of capital associated with its debt refinancing which was
completed in December 1999 and an overall increase in outstanding borrowings.
The effective income tax rate for the three month periods ended March
31, 2000 and 1999 approximated the Company's combined statutory rate of 35% and
40%, respectively.
Three Months Ended March 31, 1999 Compared to 1998:
Revenue for the three months ended March 31, 1999 increased 42% to
$31.9 million from $22.5 million for the comparable period in 1998. Commercial
Transportation Products revenue increased 40% to $20.1 million from $14.4
million due to increased deliveries of ITS(R) and 16g Seats. Government and
Defense revenue increased 45% to $11.8 million from $8.1 million primarily due
to the timing of material costs incurred on contracts.
Gross margin for the three months ended March 31, 1999 increased 44% to
$8.5 million from $5.9 million for the comparable period in 1998. Commercial
Transportation Products gross margin increased 39% to $5.2 million from $3.7
million. Government and Defense gross margin increased 52% to $3.3 million from
$2.2 million. The increase in gross margin was due to the increase in revenue
noted above. Gross margin as a percent of sales for the three months ended March
31, 1999 remained consistent with the comparable period in 1998 in each of the
Company's segments.
Administrative expenses for the three months ended March 31, 1999
increased 38% to $6.0 million from $4.4 million for the comparable period in
1998. Commercial Transportation Products administrative expenses increased 38%
to $2.8 million from $2.0 million and is attributable to increased support
structure required to support revenue growth. Administrative expenses as a
percentage of sales was 13.9% for the three month period ended March 31, 1999 as
compared to 14.1% in the comparable 1998 period. Government and Defense
administrative expenses increased 34% to $2.7 million from $2.1 million. This
increase is attributable to parachute pre-production costs and an increase in
internally funded research and development as compared to the comparable period
in 1998. Administrative expenses as a percentage of sales was 23.3% for the
three month period ended March 31, 1999 as compared to 25.2% in the comparable
1998 period.
Interest expense increased 38% to $1.7 million for the three months
ended March 31, 1999 from $1.2 million for the comparable period in 1998. The
increase in interest expense is primarily attributable to increased outstanding
borrowing.
The effective income tax rate for the three month periods ended March
31, 1999 and 1998 approximated the Company's combined statutory rate of 40%.
INFLATION
The Company does not believe that it is significantly impacted by inflation.
RESEARCH AND DEVELOPMENT
11
<PAGE> 12
The Company's research and development occurs under fixed-price,
government-funded contracts and Company-sponsored efforts. Historically,
research and development efforts have fluctuated based upon available
government-funded contracts and available Company funding. The Company
anticipates that future fluctuations may also occur as a result of efforts to
expand its inflatable restraint, commercial airliner and helicopter seating, and
other technologies.
SEASONALITY
The Company does not believe that it is currently significantly
impacted by seasonal factors.
FORWARD LOOKING INFORMATION AND RISKS OF THE BUSINESS
The Company believes that in 1999 and early 2000 it successfully
addressed the manufacturing inefficiencies, operating losses, cash flow and
liquidity problems that Simula experienced in recent years. The Company believes
that it has significant competitive advantages based on its current and
developing technologies and products, and that Simula will continue to benefit
from its worldwide recognition as a premier safety technology company.
Management believes the Company is positioned for consistent revenue and
earnings growth during the next five years.
Management estimates that revenues should exceed $100 million in 2000,
earnings should be in the range of $2.5-3.0 million, and EBITDA should exceed
$17.0 million. It is estimated that revenues, earnings, and EBITDA should exceed
$130 million, $6.0 million, and $20 million, respectively, in 2002. By 2004,
management anticipates that the Company's business will have grown substantially
and targets revenues, earnings, and EBITDA in excess of $200 million, $20
million, and $35 million, respectively.
This forward looking information is subject to, and qualified by, the
trends and uncertainties in the Company's business described below and elsewhere
in this Report.
Projected operating results will be affected by a wide variety of
factors which could adversely impact revenues, profitability and cash flows. The
Company's liquidity and available working capital will be dependent upon cash
flow from operations, availability of funds under its credit agreement, and
extensions or refinancings of certain indebtedness or, potentially, proceeds
from asset sales or licensing. Other factors pertinent to the Company's ability
to meet its current and five year financial projections include its leveraged
status and the level and cost of debt; reduction of fixed expenses; ability to
maintain margins or grow volumes in its automotive segment; success in building
strategic alliances with large prime contractors and first tier suppliers to
OEMs; competition and competitive pressures on pricing including from first tier
supplier partners; customer order patterns and seasonality; the cyclical nature
of the automobile industry and other markets addressed by the Company's
products; the level and makeup of military expenditures; the costs of legal
proceedings; contract mix and shifting production and delivery schedules among
the Company's two business segments; amount of resources committed to
independent research and development from time to time; proof of concept and
production validation of certain of the Company's new technologies and proposed
products; technological changes; the level of orders which are received and can
be shipped and invoiced in a quarter; manufacturing capacity and yield; costs of
labor, raw materials, supplies, and equipment; reliability of vendor base, and
economic conditions in the United States and worldwide markets.
As used throughout this report, the words "estimate," "anticipate,"
"expect," "should," "intend," "project," "target," or other expressions that
indicate future events identify forward looking statements which are made
pursuant to safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Actual results and trends may differ materially. Risks include
those described herein and in the Company's registration statements and periodic
reports filed with the U.S. Securities and Exchange Commission.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In February 1998, the Company filed a complaint in United States
District Court for the District of Arizona against Autoliv, Inc., seeking
injunctive relief from alleged anti-competitive acts and practices by Autoliv.
The complaint alleges numerous unlawful actions taken by Autoliv in connection
with a license from the Company to market and distribute the Company's ITS(R).
The legal action asserts that Autoliv has suppressed technology and is
unlawfully interfering with the Company's rights to market the ITS(R) and
related products to other first tier automotive safety equipment suppliers and
to automobile manufacturers. In 1998, the District Court stayed the proceedings
and ruled that the dispute between the parties was a contractual one and was
subject to arbitration pursuant to a contract provision. On November 3, 1998,
the Company filed a separate complaint against Autoliv in the United States
District Court for the
12
<PAGE> 13
District of Delaware seeking injunctive relief and damages for patent
infringement. The Company's complaint alleges that Autoliv developed, offered,
and sold a side impact head protection device in the United States that
infringes the patent that Simula owns for the ITS(R). The Company became aware
of the potential infringement in early October 1998 as Autoliv introduced this
device into production automobiles being offered for the first time in the
United States. In late 1999, the Delaware court similarly stayed the proceedings
pending arbitration. In 1999, the Company commenced an international arbitration
proceeding under the rules of the International Chamber of Commerce. The
arbitration includes the same legal claims as made in the U.S. litigation. The
forum is in Zurich, Switzerland. This arbitration is pending.
The Company has assumed the defense and agreed to indemnify Coach and
Car Equipment Corporation ("CCEC") in a lawsuit instituted in 1999. This
obligation was assumed as part of the negotiated sale of the assets of CCEC
which was completed in August 1999.
CCEC was sued in Washington state court by Talgo, Inc., a customer of
CCEC, on February 12, 1999. The lawsuit consisted of a motion for preliminary
injunction, seeking specific performance under a contract between the parties
for the provision by CEC of rail seats to Talgo, a complaint accompanying
such motion seeking unspecified monetary damages stemming from alleged missed
deliveries by CCEC and defects in seats previously shipped under the contract.
CCEC disputed such allegation. AT the time the lawsuit was filed, Talgo had a
$400,000 balance remaining to be paid to CCEC under the terms of the contract.
Before CCEC filed an answer in the litigation, the parties entered into a
stipulation settlement agreement that was entered with the court on March 18,
1999, pursuant to which the lawsuit was stayed pending performance by both
parties under the settlement agreement and contract.
CCEC believes that it has satisfied the terms of the settlement
agreement and contract however, Talgo continues to withhold payment of the
outstanding remaining balance to CCEC. As a result, settlement has been
abandoned and the stay on the litigation has been lifted. CCEC has filed a
counterclaim against Talgo for nonpayment of the receivable. This litigation is
currently in the discovery phase.
In addition, the Company is involved in other litigation in the
ordinary course of business from time to time. The Company presently is not a
party to any threatened or pending litigation, the negative outcome of which
would be material to the Company.
13
<PAGE> 14
SIMULA, INC.
PART IV
ITEM 6. EXHIBITS AND REPORTS
a) The following Exhibits are included pursuant to Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
NO. DESCRIPTION REFERENCE
--- ----------- ---------
<S> <C>
3.1 Articles of Incorporation of Simula, Inc., as amended and restated............................ (2)
3.2 Bylaws of Simula, Inc., as amended and restated............................................... (1)
4.7 Indenture dated April 1, 1997, in connection with the Company's issuance of the 8%
Senior Subordinated Convertible Notes due May 1, 2004......................................... (15)
10.11 1992 Stock Option Plan, as amended effective September 15, 1998............................... (8)
10.12 1992 Restricted Stock Plan.................................................................... (1)
10.21 1994 Stock Option Plan, as amended effective September 15, 1998............................... (8)
10.26 Simula, Inc. Employee Stock Purchase Plan..................................................... (2)
10.29 Form of Change of Control Agreements, as amended, between the Company and Donald W.
Townsend, Bradley P. Forst, and James A. Saunders............................................. (6)
10.30 Form of Employment Agreements between the Company and Donald W. Townsend, Bradley P. Forst,
and James A. Saunders......................................................................... (7)
10.32 Employment Agreement between the Company and James C. Dodd dated March 2, 1999................ (10)
10.33 Change of Control Agreement between the Company and James C. Dodd dated March 2, 1999......... (10)
10.37 Simula, Inc. 1999 Incentive Stock Option Plan................................................. (11)
10.38 Amended and Restated Asset Purchase Agreement for the sale of Coach and Car Equipment
Corporation, a wholly-owned subsidiary of the Company, dated August 31, 1999 and Note
Refinancing Agreement dated October 21, 1999.................................................. (12)
10.39 Promissory Note between the Company and Stanley P. Desjardins dated October 15, 1999 and
Guarantees by Don and Nelda Townsend, James and Linda Saunders and Bradley and Teresa Forst
dated November 2, 1999........................................................................ (13)
10.40 Asset Purchase Agreement for the sale of Airline Interiors, Inc., a wholly-owned subsidiary
of the Company, dated December 24, 1999....................................................... (15)
10.41 Financing Agreement with The CIT Group/Business Credit, Inc. dated December 30, 1999.......... (15)
10.42 Securities Purchase Agreement with Levine Leichtman Capital Partners II, L.P. dated
December 31, 1999............................................................................. (14)
10.43 Employment Agreement between the Company and Joseph W. Coltman dated February 1, 2000......... (15)
10.44 Change of Control Agreement between the Company and Joseph W. Coltman dated February 1, 2000 (15)
10.45 Promissory Note between the Company and Stanley P. Desjardins dated December 31, 1999,
effective December 14, 1999................................................................... (15)
18. Preference Letter re: change in accounting principles......................................... (3)
21. Subsidiaries of the Company...................................................................
24. Powers of Attorney - Directors................................................................(5)(9)(15)
*27. Financial Data Schedule
</TABLE>
- ----------
* Filed herewith.
(1) Filed with Registration Statement on Form S-18, No. 33-46152-LA, under
the Securities Act of 1933, effective April 13, 1992.
(2) Filed with Definitive Proxy on May 15, 1996, for the Company's Annual
Meeting of Shareholders held on June 20, 1996.
(3) Filed with report on Form 10-Q/A for the quarter ended June 30, 1996.
(4) Filed with Registration Statement on Form S-3/A, No. 333-13499, under
the Securities Act of 1933, effective April 21, 1997.
(5) Filed with report on Form 10-K for the year ended December 31, 1997.
(6) Filed with report on Form 10-Q for the quarter ended March 31, 1998.
The Change of Control Agreements for Messrs. Townsend, Forst and
Saunders are substantially identical and differ materially only in that
Mr. Townsend is entitled to an amount equal to five (5) years base
salary and benefits upon a change of control while Messrs. Forst and
Saunders are entitled to an amount equal to four (4) years base salary
and benefits upon a change of control.
14
<PAGE> 15
SIMULA, INC.
(7) Filed with report on Form 10-Q for the quarter ended March 31, 1998.
The Employment Agreements for Messrs. Townsend, Forst and Saunders are
substantially identical and differ materially only in the following two
respects: (i) the initial term of the agreement with Mr. Townsend is
five (5) years while the initial term of the agreement with Messrs.
Forst and Saunders is three (3) years; and (ii) the post-termination
non-compete period with Mr. Townsend is thirty (30) months while it is
eighteen (18) months with Messrs. Forst and Saunders.
(8) Filed with report on Form 10-Q for the quarter ended September 30,
1998.
(9) Filed with report on Form 10-K for the year ended December 31, 1998.
(10) Filed with report on Form 10-Q for the quarter ended March 31, 1999.
(11) Filed as Appendix A with Definitive Proxy on May 14, 1999, for the
Company's Annual Meeting of Shareholders held on June 17, 1999.
(12) Filed with report on Form 8-K, under the Securities Act of 1933,
effective October 25, 1999.
(13) Filed with report on Form 10-Q for the quarter ended September 30,
1999.
(14) Filed with Schedule 13D, under the Securities Exchange Act of 1934, on
January 10, 2000 effective December 31, 1999 by Levine Leichtman
Capital Partners II, L.P.
(15) Filed with report on Form 10-K for the year ended December 31, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-Q for the quarter ended March
31, 2000 to be signed on its behalf by the undersigned thereunto duly
authorized.
SIMULA, INC.
DATE: May 15, 2000 /s/ Donald W. Townsend
---------------------------------
DONALD W. TOWNSEND
President
Chief Executive Officer
/s/ James C. Dodd
JAMES C. DODD
Executive Vice President
Chief Financial Officer
15
<PAGE> 16
EXHIBIT INDEX
Exhibits
No.
- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 989
<SECURITIES> 0
<RECEIVABLES> 28642
<ALLOWANCES> 200
<INVENTORY> 9469
<CURRENT-ASSETS> 42521
<PP&E> 24874
<DEPRECIATION> 11573
<TOTAL-ASSETS> 95918
<CURRENT-LIABILITIES> 36673
<BONDS> 53776
2250
0
<COMMON> 111
<OTHER-SE> 3107
<TOTAL-LIABILITY-AND-EQUITY> 95918
<SALES> 24559
<TOTAL-REVENUES> 24559
<CGS> 16546
<TOTAL-COSTS> 16546
<OTHER-EXPENSES> 5454
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2264
<INCOME-PRETAX> 296
<INCOME-TAX> 104
<INCOME-CONTINUING> 192
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 192
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
</TABLE>
