UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 23, 2003
SIMULA, INC
(Exact name of registrant as specified in its chapter)
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| Arizona | | 1-12410 | | 86-0320129 |
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(State or other jurisdiction
of incorporation | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 7822 South 46th Street, | | Phoenix, Arizona | | 85044 |
|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (602) 643-7233
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| 2625 South Plaza Drive, Suite 100, | | Tempe, Arizona | | 85282 |
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| (Former name or former address, if changed since last report) |
TABLE OF CONTENTS
EXPLANATORY NOTE: On July 28, 2003, Simula, Inc. filed a current report on Form 8-K relating to the sale on July 23, 2003 of the assets of its Automotive Safety business. Amendment No. 1 to that Form 8-K contained pro forma financial information reflecting the transaction. This amendment to amendment No. 1 on form 8-K/A contains in item 7(b) below the restated pro forma financial information reflecting the transaction.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information
The unaudited pro forma condensed consolidated financial data presented below has been derived from Simula’s historical audited consolidated financial statements as of December 31, 2002 and restated unaudited consolidated financial statements as of June 30, 2003 as adjusted by management on an unaudited basis in the pro forma column to reflect operations as a result of Simula’s decision to sell its automotive safety business. The restated unaudited consolidated financial statements include all adjustments, consisting of normal recurring accruals, which Simula considers necessary for a fair presentation of its financial position and the results of operations for these periods. Operating results for the six months ended June 30, 2003 and the year ended December 31, 2002 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2003 or for any other future period.
Restatement
Subsequent to the issuance of the Company’s unaudited consolidated financial statements for the quarter ended June 30, 2003, the Company determined that certain costs of the sale of the automotive safety business and the potential merger with Armor Holdings were incorrectly capitalized as Prepaid Expenses and Other on the balance sheet. These costs include legal and other fees, related to these proposed transactions that had been incurred by the Company and should have been recorded as expense as incurred. The Prepaid Expense and Other amount in the balance sheet at June 30, 2003 has been restated to expense the capitalized amount of $593,890. Of this amount, $144,057 was expensed in the restated three month period ended March 31, 2003 and $449,833 has been expensed in the three month period ended June 30, 2003. In addition, (loss)/income per share from discontinued operations for the three month and six month periods ended June 30, 2003 have been restated to ($0.01) and $.02 per share, respectively, instead of the previously reported amounts of $0.00 and $0.01, respectively.
SIMULA, INC. AND SUBSIDIARIES
Unaudited Pro forma Condensed Consolidated Balance Sheet as of June 30, 2003
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| | | | | Simula | | Pro forma | | Simula |
| | | | | Consolidated | | Automotive | | Pro forma |
| | | | | 2003 | | Safety Business | | 2003 |
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| | | | | (As restated) | | | | (As restated) |
| | | | | (unaudited) | | (unaudited) | | (unaudited) |
ASSETS | | | | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | | | | | |
| | Cash and receivables (including costs and estimated earnings in excess of billings) | | $ | 24,632,134 | | | $ | (6,893,021 | ) | | $ | 17,739,113 | |
| | Inventories and other | | | 7,095,945 | | | | (3,599,797 | ) | | | 3,496,148 | |
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| | | Total current assets | | | 31,728,079 | | | | (10,492,818 | ) | | | 21,235,261 | |
| Property, Equipment and Leaseholds -Net | | | 9,961,874 | | | | (3,708,729 | ) | | | 6,253,145 | |
| Intangibles, deferred financing fees and other | | | 7,175,486 | | | | (4,022,365 | ) | | | 3,153,121 | |
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| TOTAL | | $ | 48,865,439 | | | $ | (18,223,912 | ) | | $ | 30,641,527 | |
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LIABILITIES AND SHAREHOLDERS’ DEFICIT | | | | | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | | | | | |
| | Revolving line of credit | | $ | 9,555,525 | | | $ | — | | | $ | 9,555,525 | |
| | Trade accounts payable | | | 7,006,508 | | | | (2,916,716 | ) | | | 4,089,792 | |
| | Other accrued liabilities, restructuring, deferred revenue and advances on contracts | | | 11,154,967 | | | | (3,198,451 | ) | | | 7,956,516 | |
| | Current portion of long-term debt | | | 61,893,644 | | | | (822 | ) | | | 61,892,822 | |
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| | | Total current liabilities | | | 89,610,644 | | | | (6,115,989 | ) | | | 83,494,655 | |
| Deferred revenue and lease cost | | | 1,457,080 | | | | (3,928 | ) | | | 1,453,152 | |
| Long term debt – Less current portion | | | 259,709 | | | | — | | | | 259,709 | |
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| | | Total liabilities | | | 91,327,433 | | | | (6,119,917 | ) | | | 85,207,516 | |
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| SHAREHOLDERS’ DEFICIT | | | | | | | | | | | | |
| | Preferred stock, $.05 par value– authorized 50,000,000 shares; none outstanding | | | — | | | | — | | | | — | |
| | Common stock, $.01 par value– authorized 50,000,000 shares; issued 13,017,688 | | | 130,433 | | | | (5,000 | ) | | | 125,433 | |
| | Additional paid-in-capital | | | 62,772,245 | | | | 9,523,742 | | | | 72,295,987 | |
| | Accumulated deficit | | | (100,935,281 | ) | | | (23,259,715 | ) | | | (124,194,996 | ) |
| | Accumulated other comprehensive loss | | | (4,429,391 | ) | | | 1,636,978 | | | | (2,792,413 | ) |
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| | | Total shareholders’ deficit | | | (42,461,994 | ) | | | (12,103,995 | ) | | | (54,565,989 | ) |
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| TOTAL | | $ | 48,865,439 | | | $ | (18,223,912 | ) | | $ | 30,641,527 | |
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SIMULA, INC. AND SUBSIDIARIES
Unaudited Pro forma Condensed Consolidated Statement of Operation for the six months ended June 30, 2003
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| | | | Simula | | Pro forma | | Simula |
| | | | Consolidated | | Automotive Safety | | Pro forma |
| | | | 2003 | | Business | | 2003 |
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| | | | (As restated) | | | | (As restated) |
| Revenue | | $ | 50,987,123 | | | $ | (18,565,287 | ) | | $ | 32,421,836 | |
| Cost of revenue | | | 35,240,896 | | | | (14,848,749 | ) | | | 20,392,147 | |
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| | Gross Margin | | | 15,746,227 | | | | (3,716,538 | ) | | | 12,029,689 | |
| Administrative expenses and other | | | 9,929,336 | | | | (2,060,658 | ) | | | 7,868,678 | |
| Research and development | | | 2,285,446 | | | | (1,156,157 | ) | | | 1,129,289 | |
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| | Operating income | | | 3,531,445 | | | | (499,723 | ) | | | 3,031,722 | |
| Interest expense | | | 5,757,044 | | | | (73 | ) | | | 5,756,971 | |
| Other expense | | | 1,000,000 | | | | — | | | | 1,000,000 | |
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| (Loss) income before tax | | | (3,225,599 | ) | | | (499,650 | ) | | | (3,725,249 | ) |
| Income tax expense | | | 283,000 | | | | (265,989 | ) | | | 17,011 | |
| Net (loss) income before discontinued operations | | | (3,508,599 | ) | | | (233,661 | ) | | | (3,742,260 | ) |
| Net (loss) income from discontinued operations | | | (14,328 | ) | | | — | | | | (14,328 | ) |
| Net (loss) income | | $ | (3,522,927 | ) | | $ | (233,661 | ) | | $ | (3,756,588 | ) |
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| Basic and diluted shares outstanding: | | | | | | | | | | | | |
| (Loss)income before discontinued operations | | | (0.27 | ) | | | (0.02 | ) | | | (0.29 | ) |
| (Loss) income from discontinued operations | | | 0.00 | | | | — | | | | 0.00 | |
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| (Loss) income per common share: basic and diluted | | $ | (0.27 | ) | | $ | (0.02 | ) | | $ | (0.29 | ) |
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SIMULA, INC. AND SUBSIDIARIES
Unaudited Pro forma Condensed Consolidated Statement of Operation for the twelve months ended December 31, 2002
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| | | | Simula | | Pro forma | | Simula |
| | | | Consolidated | | Automotive Safety | | Pro forma |
| | | | 2002 | | Business | | 2002 |
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| Revenue | | $ | 114,553,968 | | | $ | (38,998,096 | ) | | $ | 75,555,872 | |
| Cost of revenue | | | 74,555,569 | | | | (26,387,463 | ) | | | 48,168,106 | |
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| | Gross Margin | | | 39,998,399 | | | | (12,610,633 | ) | | | 27,387,766 | |
| Administrative expenses and other | | | 19,784,538 | | | | (4,590,288 | ) | | | 15,194,250 | |
| Research and development | | | 5,108,172 | | | | (3,244,201 | ) | | | 1,863,971 | |
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| | Operating income | | | 15,105,689 | | | | (4,776,144 | ) | | | 10,329,545 | |
| Interest expense | | | 10,438,307 | | | | (27,328 | ) | | | 10,410,979 | |
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| (Loss) income before tax | | | 4,667,382 | | | | (4,748,816 | ) | | | (81,434 | ) |
| Income tax expense | | | 38,355,848 | | | | (395,715 | ) | | | 37,960,133 | |
| Net (loss) income before discontinued operations | | | (33,688,466 | ) | | | (4,353,101 | ) | | | (38,041,567 | ) |
| Net (loss) income from discontinued operations | | | (347,000 | ) | | | — | | | | (347,000 | ) |
| Net (loss) income | | $ | (34,035,466 | ) | | $ | (4,353,101 | ) | | $ | (38,388,567 | ) |
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| Basic and diluted shares outstanding: | | | | | | | | | | | | |
| (Loss) income before discontinued operations | | | (2.61 | ) | | | (0.33 | ) | | | (2.94 | ) |
| (Loss) income from discontinued operations | | | (0.03 | ) | | | — | | | | (0.03 | ) |
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| (Loss) income per common share: basic and diluted | | $ | (2.64 | ) | | $ | (0.33 | ) | | $ | (2.97 | ) |
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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 hereunto duly authorized.
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| | | SIMULA, INC. |
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| Dated: November 12, 2003 | | /s/ John A. Jenson |
| | | Chief Financial Officer |
