UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

---

FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: May 2, 2004

OR

|o | 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: 333-75869

---

SPECIAL DEVICES, INCORPORATED(Exact name of Registrant as specified in its charter)

|Delaware                                                       |  | 95-3008754                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|14370 White Sage Road, Moorpark, California 93021              |  | 93021                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

| |  | (805) 553-1200(Registrant's telephone number, including area code) |  | 
| |  | ------------------------------------------------------------------ |  | 

---

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 ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes o    No ý

As of June 11, 2004, the number of outstanding shares of the Registrant's common stock was 3,712,764.



---





SPECIAL DEVICES, INCORPORATED  INDEX TO QUARTERLY REPORT ON FORM 10-Q

|                             |         |     |                                                                                       |                                                                                                              |    | PAGE
|---------------------------- | ------- | --- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | -- | ----
|PART IFINANCIAL INFORMATION |         |    
|                             | Item 1. |     | Financial Statements                                                                  |                                                                                                              |   
|                             |         | (a) |                                                                                       | Consolidated Balance Sheets: May 2, 2004 and November 2, 2003                                                |    | 3   
|                             |         | (b) |                                                                                       | Consolidated Statements of Operations: For the Three Months and Six Months Ended May 2, 2004 and May 4, 2003 |    | 4   
|                             |         | (c) |                                                                                       | Consolidated Statements of Cash Flows: For the Six Months Ended May 2, 2004 and May 4, 2003                  |    | 5   
|                             |         | (d) |                                                                                       | Notes to Consolidated Financial Statements                                                                   |    | 6   
|                             | Item 2. |     | Management's Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                              | 13
|                             | Item 3. |     | Quantitative and Qualitative Disclosures About Market Risks                           |                                                                                                              | 17
|                             | Item 4. |     | Controls and Procedures                                                               |                                                                                                              | 18
|PART IIOTHER INFORMATION    |         |    
|                             | Item 1. |     | Legal Proceedings                                                                     |                                                                                                              | 19
|                             | Item 6. |     | Exhibits and Reports on Form 8-K                                                      |                                                                                                              | 19
|Signatures                   |         | 23 
|Certifications               |         |    

2

---





SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS  (Dollars in thousands)  (Unaudited)

|                                                                       |                                                                                                                                         | May 2
2004                                     |        | November 2
2003 |        
|---------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------- | ------ | --------------- | -------
|ASSETS                                                                 |                                                                                                                                        
|Current assets:                                                        |                                                                                                                                         |                                                |        |                 |        
|                                                                       | Cash and cash equivalents                                                                                                               |                                                | $      | 3,531           |        
|                                                                       | Accounts receivable, net of allowances of $399 at May 2, 2004 and $426 at November 2, 2003                                              |                                                |        | 13,549          |        
|                                                                       | Inventories                                                                                                                             |                                                |        | 6,460           |        
|                                                                       | Prepaid expenses and other current assets                                                                                               |                                                |        | 6,287           |        
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|                                                                       |                                                                                                                                         | Total current assets                           |        |                 | 29,827 
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|Property, plant and equipment, at cost:                                |                                                                                                                                         |                                                |        |                 |        
|                                                                       | Machinery and equipment                                                                                                                 |                                                |        | 92,108          |        
|                                                                       | Furniture, fixtures and computer equipment                                                                                              |                                                |        | 6,186           |        
|                                                                       | Construction in progress and other                                                                                                      |                                                |        | 5,019           |        
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|                                                                       |                                                                                                                                         | Gross property, plant and equipment            |        |                 | 103,313
|                                                                       |                                                                                                                                         | Less accumulated depreciation and amortization |        |                 | (76,152
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|                                                                       |                                                                                                                                         | Net property, plant and equipment              |        |                 | 27,161 
|Other assets, net of accumulated amortization                          |                                                                                                                                         |                                                | 10,443 |                 |        
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|Total assets                                                           |                                                                                                                                         | $                                              | 67,431 |                 | $      
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)       |                                                                                                                                        
|Current liabilities:                                                   |                                                                                                                                         |                                                |        |                 |        
|                                                                       | Accounts payable                                                                                                                        |                                                | $      | 7,243           |        
|                                                                       | Accrued liabilities                                                                                                                     |                                                |        | 8,315           |        
|                                                                       | Current portion of long-term debt                                                                                                       |                                                |        | 750             |        
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|                                                                       |                                                                                                                                         | Total current liabilities                      |        |                 | 16,308 
|Other liabilities                                                      |                                                                                                                                         |                                                | 4,940  |                 |        
|Long-term debt, net of current portion                                 |                                                                                                                                         |                                                | 75,045 |                 |        
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|                                                                       |                                                                                                                                         | Total liabilities                              |        |                 | 96,293 
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|Commitments and contingencies (Note 10)                                |                                                                                                                                         |                                                |        |                 |        
|Redeemable stock:                                                      |                                                                                                                                         |                                                |        |                 |        
|                                                                       | Redeemable preferred stock                                                                                                              |                                                |        | 4,000           |        
|                                                                       | Redeemable common stock                                                                                                                 |                                                |        | 40,000          |        
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|                                                                       |                                                                                                                                         | Total redeemable stock                         |        |                 | 44,000 
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|Stockholders' equity (deficit):                                        |                                                                                                                                         |                                                |        |                 |        
|                                                                       | Preferred stock, $.01 par value, 2,000,000 shares authorized; 4,000 shares issued and outstanding at May 2, 2004 and November 2, 2003   |                                                |        |                |        
|                                                                       | Common stock, $.01 par value, 20,000,000 shares authorized; 3,712,764 shares issued and outstanding at May 2, 2004 and November 2, 2003 |                                                |        | 30              |        
|                                                                       | Additional paid-in capital                                                                                                              |                                                |        | 60,727          |        
|                                                                       | Retained earnings (deficit)                                                                                                             |                                                |        | (133,661        | )      
|                                                                       | Accumulated foreign currency translation adjustment                                                                                     |                                                |        | 42              |        
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|                                                                       |                                                                                                                                         | Total stockholders' equity (deficit)           |        |                 | (72,862
|                                                                       |                                                                                                                                         |                                                |        |                 |        
|Total liabilities, redeemable stock and stockholders' equity (deficit) |                                                                                                                                         | $                                              | 67,431 |                 | $      
|                                                                       |                                                                                                                                         |                                                |        |                 |        

See accompanying notes to consolidated financial statements.

3

---





SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS  (Dollars in thousands)  (Unaudited)

|                             |                               | Three Months Ended                |        | Six Months Ended |       
|---------------------------- | ----------------------------- | --------------------------------- | ------ | ---------------- | ------
|
|Net sales                    |                               | $                                 | 27,591 |                  | $     
|Cost of sales                |                               |                                   | 21,956 |                  |       
|                             |                               |                                   |        |                  |       
|                             |                               | Gross profit                      |        |                  | 5,635 
|Operating expenses           |                               |                                   | 3,014  |                  |       
|                             |                               |                                   |        |                  |       
|                             |                               | Income from operations            |        |                  | 2,621 
|                             |                               |                                   |        |                  |       
|Other income (expense):      |                               |                                   |        |                  |       
|                             | Interest expense, net         |                                   |        | (2,265           | )     
|                             | Equity in losses of SDI-Molan |                                   |        | (238             | )     
|                             |                               |                                   |        |                  |       
|                             |                               | Total other income (expense)      |        |                  | (2,503
|                             |                               |                                   |        |                  |       
|                             |                               | Income (loss) before income taxes |        |                  | 118   
|Income tax expense (benefit) |                               |                                   | 222    |                  |       
|                             |                               |                                   |        |                  |       
|                             |                               | Net income (loss)                 |        | $                | (104  
|                             |                               |                                   |        |                  |       

See
accompanying notes to consolidated financial statements.

4

---





SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  (Dollars in thousands)  (Unaudited)

|                                                                                         |                                            | Six Months Ended                                                     |      
|---------------------------------------------------------------------------------------- | ------------------------------------------ | -------------------------------------------------------------------- | -----
|
|Cash Flows From Operating Activities:                                                    |                                            |                                                                      |      
|                                                                                         | Net income (loss)                          |                                                                      | $    
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                            |                                                                      |      
|                                                                                         |                                            | Depreciation and amortization                                        |      
|                                                                                         |                                            | Equity in losses of SDI-Molan                                        |      
|                                                                                         | Changes in assets and liabilities:         |                                                                      |      
|                                                                                         |                                            | Accounts receivable and other assets                                 |      
|                                                                                         |                                            | Inventories                                                          |      
|                                                                                         |                                            | Net change in investment in and advances to SDI-Molan and affiliates |      
|                                                                                         |                                            | Accounts payable and other liabilities                               |      
|                                                                                         |                                            | Other                                                                |      
|                                                                                         |                                            |                                                                      |      
|                                                                                         |                                            | Net cash provided by operating activities                            |      
|                                                                                         |                                            |                                                                      |      
|Cash Flows From Investing Activities:                                                    |                                            |                                                                      |      
|                                                                                         | Purchases of property, plant and equipment |                                                                      |      
|                                                                                         | Other                                      |                                                                      |      
|                                                                                         |                                            |                                                                      |      
|                                                                                         | Net cash used in investing activities      |                                                                      |      
|                                                                                         |                                            |                                                                      |      
|Cash Flows From Financing Activities:                                                    |                                            |                                                                      |      
|                                                                                         | Repayment of long-term debt                |                                                                      |      
|                                                                                         |                                            |                                                                      |      
|                                                                                         | Net cash used in financing activities      |                                                                      |      
|                                                                                         |                                            |                                                                      |      
|Net decrease in cash and cash equivalents                                                |                                            |                                                                      | (394 
|Cash and cash equivalents at beginning of year                                           |                                            |                                                                      | 3,925
|                                                                                         |                                            |                                                                      |      
|Cash and cash equivalents at end of period                                               |                                            | $                                                                    | 3,531
|                                                                                         |                                            |                                                                      |      
|Supplemental disclosure of cash flow information:                                        |                                            |                                                                      |      
|                                                                                         | Cash paid during the period for:           |                                                                      |      
|                                                                                         |                                            | Interest                                                             |      
|                                                                                         |                                            | Income taxes                                                         |      

See
accompanying notes to consolidated financial statements.

5

---





SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Company Operations

Special Devices, Incorporated, a Delaware corporation (the "Company" or "SDI"), is a leading designer and manufacturer of highly reliable precision engineered
pyrotechnic devices. These devices are used predominantly in vehicle airbag and other automotive safety systems. The Company's primary products are initiators, which function like an "electrical
match" to ignite the gas generating charge in an automotive airbag system. The Company believes it is the world's largest independent supplier of initiators sold to leading domestic and foreign
automotive airbag system manufacturers. Those manufacturers use SDI's product in the assembly of integrated airbag safety systems, which they then sell to automobile original equipment manufacturers.

The
Company formed a joint venture partnership, Special Devices-Molan GmbH & Co. KG ("SDI-Molan") in Germany in June 2001. The Company's 50% interest in SDI-Molan
is held by SDI Germany GmbH ("SDI Germany"), a wholly owned German subsidiary. SDI Germany was established in 2001 for the purpose of holding the interest in the joint venture. SDI-Molan's
business is the development, production, marketing, distribution and sale of air bag initiators, micro gas generators, and seat belt buckles and pyrotechnic pretensioners in Europe.
SDI-Molan began operations in September 2002 and is currently ramping up production on its MGG and Global Standard Initiator ("GSI") lines.

In
June 2002, the Company incorporated Special Devices Japan Kabushiki Kaisha ("SDI Japan") in Japan and SDI Japan began operations as a sales office in 2003. The Company previously distributed
its products in Japan through an agent. In November 2002, the Company formed Special Devices
(Thailand) Co., Ltd ("SD Thailand") in Thailand. SD Thailand is leasing a production ready facility in Thailand and shipped qualifying products in the second half of 2003. Commercial production
is expected to scale up in 2004.

2. Interim Financial Statements

The accompanying unaudited interim consolidated condensed financial statements of the Company include all adjustments (consisting of normal recurring entries)
which management believes are necessary for a fair statement of the financial position and results of operations for the periods presented. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted. It is recommended that
the accompanying consolidated condensed financial statements be read in conjunction with the Company's audited financial statements and footnotes as of and for the year ended November 2, 2003.
Operating results for the three and six month periods ended May 2, 2004 are not necessarily indicative of the operating results for the full year.

The
consolidated financial statements include the accounts of the Company and its subsidiaries, SDI Germany, SDI Japan and SD Thailand. All material intercompany accounts and
transactions have been eliminated. The Company accounts for its 50% ownership interest in SDI-Molan under the equity method of accounting.

The
Company follows Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," which encourages, but
does not require, companies to record as compensation expense over the vesting period the fair value of all stock-based awards on the date of grant. The Company adopted the disclosure requirements of
SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosurean Amendment of SFAS No. 123" effective for the second quarter of fiscal 2003.

6

---



At May 2,
2004, the Company has two stock-based employee compensation plans. The Company accounts for those plans using the intrinsic value method prescribed in Accounting Principles
Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Accordingly, compensation expense for stock options is measured as the excess, if any, of
the estimate of the market value of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock. No stock-based employee compensation cost is reflected in
net income (loss), as all options granted under those plans had an exercise price equal to the estimated market value of the underlying common stock on the date of grant.

The
following table illustrates the effect on net income (loss) if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

|                                                                                                                                            |  | Three Months Ended |      | Six Months Ended |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---- | ---------------- | -
|
|
|Net income (loss), as reported                                                                                                              |  | $                  | (104 | )                | $
|Add: Stock-based employee compensation expense included in net income (loss), net of related tax effects                                    |  |                    |     |                  |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |  |                    | (331 | )                |  
|                                                                                                                                            |  |                    |      |                  |  
|Pro forma net income (loss)                                                                                                                 |  | $                  | (435 | )                | $
|                                                                                                                                            |  |                    |      |                  |  

3. Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments With Characteristics of both Liabilities and Equity". The
statement changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be
classified as liabilities (or assets in some circumstances). The Company is required to adopt the provisions of SFAS No. 150 for financial instruments entered into or modified after
May 31, 2003 and otherwise as of July 7, 2003, except for mandatorily redeemable financial instruments for which the adoption date is February 1, 2004. The Company's "mezzanine"
equity does not meet the requirements of this statement and, therefore, the Company's adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). This interpretation of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," addresses consolidation by business enterprises of variable interest entities. Under current practice, two enterprises generally have been included in consolidated
financial statements because one enterprise controls the other through voting interests. FIN 46 defines the concept of "variable interests" and requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. The interpretation may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the
beginning of the first year restated. In December 2003, the

7

---



FASB
issued FIN 46R, which among other things, revised the implementation dates applicable to a nonpublic entity such as SDI. The Company is required to immediately apply FIN 46 and FIN 46R ("the
Interpretation") to any entity that is subject to the Interpretation and that is created after December 31, 2003. SDI is also required to apply the Interpretation to any entity subject to the
Interpretation that was created before December 31, 2003 by the beginning of the first annual period beginning after December 15, 2004. The Company is currently evaluating the potential
impact of the adoption of FIN 46 and FIN 46R on the financial reporting of its interest in SDI-Molan.

4. Inventories

Inventories consist of the following components:

May 2
2004

November 2
2003(In thousands)Raw materials and components

$
2,405

$
2,074Work in process


1,324


1,236Finished goods


2,731


3,336Total inventories

$
6,460

$
6,646


5. Investment in SDI-Molan

The Company accounts for its 50% ownership interest in SDI-Molan under the equity method of accounting.

Summarized
financial information for SDI-Molan is as follows:

May 2
2004

November 2
2003(In thousands)Investment in SDI-Molan

$
1,442

$
1,431Advances and notes receivable


3,404


2,7654,846


4,196Less prior years losses


(1,570
)

(176
)Less current year loss


(541
)

(1,394
)Net investment in and advances to affiliates

$
2,735

$
2,626


For The Three Months Ended

For The Six
Months EndedMay 2
2004

May 4
2003

May 2
2004

May 4
2003(In thousands)Statement of Operations:Net sales

$
2,397

$
425

$
4,025

$
465Gross profit (loss)


215


(176
)

279


(349
)Loss from operations


(476
)

(609
)

(1,082
)

(1,133
)Net loss


(476
)

(609
)

(1,082
)

(1,133
)


8

---



The
Company made two working capital loans to SDI-Molan each in the amount of 0.8 million Euro in October 2003 and in August 2002 or approximately $1.8 million
in total at May 2, 2004. The loans are denominated in Euros and carry an interest rate of prime plus 2.5% per annum with interest due monthly and principal due in 2006 and 2008, respectively.
In addition, the Company has a receivable for expenses from SDI-Molan in the amount of $0.7 million at May 2, 2004. In October 2003, the Company also made a loan to
its partners in SDI-Molan in the amount of 0.8 million Euro or approximately $0.9 million at May 2, 2004. The loan carries an interest rate of prime plus 2.5% per
annum with principal and interest due in Euros at maturity in 2006.

The
Company has guaranteed bank loans made to SDI-Molan under agreements entered into in August 2002 concurrent with the commencement of operations. SDI-Molan had bank
loans outstanding in the amount of 3.8 million Euro or approximately $4.5 million at May 2, 2004. The Company's guarantee is limited to fifty percent of the loans outstanding and
is subject to a maximum of 3.2 million Euro or approximately $3.8 million at May 2, 2004.

6. Accrued Liabilities

Accrued liabilities consist of the following components:

May 2
2004

November 2
2003(In thousands)Accrued interest

$
3,221

$
3,221Accrued bonuses


440


1,175Other


4,654


6,053Total accrued liabilities

$
8,315

$
10,449


7. Long-Term Debt

Long-term debt consists of the following components:

May 2
2004

November 2
2003(In thousands)Term loan

$
2,201

$
2,701Senior subordinated notes


73,594


73,59475,795


76,295Less current portion


(750
)

(750
)Long-term debt

$
75,045

$
75,545


The
Company entered into a credit facility (the "Credit Facility") in June 2001 which consists of a $25.0 million five-year Revolving Credit Facility (the "Revolver") and a
$5.0 million five-year Term Loan (the "Term Loan"). Available borrowings under the Revolver are based on a formula comprised of eligible accounts receivable and inventory. The
Credit Facility requires lockbox arrangements that provide for all receipts to be swept daily to reduce borrowings outstanding. The agreement governing the Credit Facility contains customary
covenants, including restrictions on the incurrence of debt, the sale of assets, mergers, acquisitions and other business combinations, voluntary prepayment of other

9

---



debt,
transactions with affiliates, repurchase or redemption of equity securities, and financial covenants on tangible net worth. The Revolver and the Term Loan bear interest at the Bank's Base Rate
or the LIBOR Rate plus applicable margins. The Company has the option of electing the LIBOR Rate on all or a portion of the amount outstanding under the Credit Facility prior to the start of each
quarterly interest period. On April 30, 2004, the Company elected the LIBOR Rate option for $2.2 million of the Term Loan for a contract term and rate of 3 months and 3.67% per
annum, respectively. At May 2, 2004, there were no borrowings outstanding under the Revolver. Letters of credit outstanding and applied for under the Revolver reduce the amount of borrowings
available. The Company had $1.8 million in letters of credit outstanding at May 2, 2004. The total amount available under the Revolver at May 2, 2004 was $10.5 million
subject to compliance with certain financial and operating covenants which the Company must meet on a quarterly basis. The Company was in compliance with these covenants as of May 2, 2004.
Substantially all of the Company's assets are pledged as collateral under the Credit Facility.

The
following are the fair value and carrying amounts of long-term debt, including current portion:

May 2
2004

November 2
2003(In thousands)Fair value

$
72,851

$
69,120Carrying amount


75,795


76,295


The
Company's borrowings under its Term Loan and Revolver have variable rates that reflect currently available terms and conditions for similar debt. The carrying amount of this debt is a reasonable
estimate of its fair value. The Senior Subordinated Notes (the "Notes") issued in 1999 bearing interest at 113/8% per annum are traded occasionally in public markets.

8. Income Taxes

The effective tax rate is lower than the statutory tax rate primarily as a result of the valuation allowance provided against the deferred tax asset arising from
the Company's share of losses, under the equity method of accounting, from its investment in SDI-Molan.

9. Recapitalization Transaction

On December 15, 1998, the Company consummated a series of transactions accounted for as a recapitalization (the "Recapitalization") whereby affiliates of
J.F. Lehman and Company ("J.F. Lehman") obtained a controlling interest in the Company. As a result of the Recapitalization, the Company delisted its Common Stock from the NASDAQ Stock Market, and
accordingly filed for deregistration with the Securities and Exchange Commission (the "SEC"). The Company continues to file reports with the SEC pursuant to the terms governing the Notes, which were
issued as part of the Recapitalization.

In
connection with the Recapitalization all shares of the Company's Common Stock, other than those retained by certain members of management and certain other stockholders (the "Continuing
Stockholders"), were converted into the right to receive $34 per share in cash. At the time of the Recapitalization, the Continuing Stockholders retained approximately 41.3% of the common equity of
the Company while new investors acquired the balance of the equity interests in the Company. At

10

---



May 2,
2004, the Continuing Stockholders owned approximately 29.5% of the common equity of the Company. The following table shows the effect the Recapitalization had on stockholders' equity
(deficit) in 1999 (dollars in thousands):

|                                                |  | Common Stock |   |   |     |   |   | Total
Stockholders'
Equity
(Deficit) |  
|----------------------------------------------- |  | ------------ | - | - | --- | - | - | ------------------------------------ | -
|
|
|Balances, October 31, 1998                      |  | 7,809,801    |   | $ | 78  |   | $ | 51,364                               |  
|Record recapitalization transaction             |  | (3,367,618   | ) |   | (41 | ) |   | 22,562                               |  
|Record redeemable common stock                  |  | (735,294     | ) |   | (7  | ) |   |                                     |  
|Contributed assets                              |  |             |   |   |    |   |   | 3,286                                |  
|Accreted put premium on redeemable common stock |  |             |   |   |    |   |   | (2,625                               | )
|Net loss                                        |  |             |   |   |    |   |   |                                     |  
|                                                |  |              |   |   |     |   |   |                                      |  
|Balances, October 31, 1999                      |  | 3,706,889    |   | $ | 30  |   | $ | 74,587                               |  
|                                                |  |              |   |   |     |   |   |                                      |  

10. Commitments and Contingencies

Defense Criminal Investigative Service Investigation.The Company's former Aerospace Division remains the subject of an investigation
commenced in 1999 by the Defense Criminal Investigative Service ("DCIS") of the Office of the Inspector General, U.S. Department of Defense, into allegations that SDI deviated from contractual
requirements relating to the use of organic sealants. The Company responded to a subpoena in 1999, and has met with the government regarding the status of the investigation. The government initially
indicated that it no longer was focusing on the organic sealant issue, but believed SDI may have deviated from contractual requirements regarding other organic epoxy. The Company disputed the
government's interpretation of the contracts as precluding the use of the epoxy in question and submitted an expert report to that effect. The government responded by reasserting the sealant issue,
this time asserting that the sealant may have inhibited the curing of the epoxy, an allegation not previously raised. The Company is responding to the latest allegation but has preliminarily concluded
that certain assumptions underlying the allegation as presented are erroneous. One potential consequence of civil proceedings, if filed, is the possibility that the Company would be suspended from
future military and federal government sales, and if found liable, debarred from such sales for a period of time. This would not be expected to materially affect the Company's financial condition,
results of operations or liquidity given the divestiture of the Aerospace Division, which was
completed in 2001. It could, however, affect the Company's ability to reenter the aerospace market. At this point, it is not possible to predict or assess the likelihood of an unfavorable outcome or
predict the amount of potential liabilities.

Qui Tam Suit.The Company is a defendant in a civil action entitledUnited States ex rel. Charles K. Holder v.
Special Devices, Incorporatedpending in the U.S. District Court for the Central District of California. The action, filed under seal in August 1999 and first served on
the Company in December 2001, is aqui tamlawsuit in which a former employee of the Company is seeking, on behalf of the United States, an
unspecified amount of money damages and civil penalties under the federal False Claims Act. The complaint alleges that the Company, when submitting invoices under unspecified government contracts
prior to August 1999, falsely certified that it was in compliance with

11

---



environmental
laws. The Company is vigorously defending the action. At this stage, it is not possible to evaluate the likelihood of an unfavorable outcome or estimate the range of potential loss, if
any.

Selleck Suit.The Company is a defendant in a civil action entitledDaniel F. Selleck v. Special Devices,
Incorporatedpending in the Superior Court of the State of California for the County of Ventura. A complaint, served in September 2002, alleged breach of contract, fraud
and deceit, negligent misrepresentation, and injunctive and declaratory relief, and seeks damages in excess of $1 million relating to the Plaintiff's purchase from the Company of certain real
estate located in Moorpark, California. An amended complaint served in January 2003 withdrew the allegations of fraud and deceit and the claim for injunctive relief, and added allegations of
negligent interference with prospective economic advantage. SDI also successfully challenged the negligent interference claim, which was withdrawn in a further amended complaint filed in
July 2003. The Company is vigorously defending the action. At this stage, it is not possible to evaluate the likelihood of an unfavorable outcome or estimate the range of potential loss, if
any.

Newhall Property.The Company learned in May 2003 that it holds record title to approximately 156 acres in Newhall, California,
including the property on which it conducted its operations prior to relocating to Moorpark in 1999. It had been management's understanding that title to the property was held by an entity affiliated
with the Company's former owner, from which the Company leased the property from 1978 until 1999. The Company has investigated the status of ownership of the property and the potential effects, if
any, of such status on the Company and its financial statements. As a result of its investigation, the Company has reached an agreement in principle to transfer title to the property to its former
landlord, in exchange for payment of certain expenses related to the investigation, and has concluded that the transaction will not have a material adverse impact on the Company and its financial
statements.

12

---





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND               RESULTS OF OPERATIONS

Our business and earnings are sensitive to general business and economic conditions. These conditions include automotive vehicle sales, short-term interest rates
and consumer confidence levels about the economy. If any of these conditions worsen, our business and earnings could be adversely affected. For example, if consumer confidence erodes and short term
interest rates rise to a point where purchases of automobiles are deferred, our production of initiators, our principal revenue producing product, would be adversely affected. We are subject to price
pressure from our customers which reduces our revenues through lower standard unit pricing. We also are affected by the trend towards increased unit sales of lower priced standard products as
replacements for higher priced legacy lead wire products. Leadwire products differ from standard products in that SDI adds a length of electrical wire, an electrical harness connector and, in some
cases, a machined retainer. Any combination of these value-added features, depending on the customer need, differentiates a leadwire or value-added product from a standard product. The retail
automotive market remains very competitive as the OEMs compete for market share. Automobile manufacturers continue to offer an array of incentives in an effort to sustain sales.

The
following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this report.

Results of Operations

The following table is derived from our Consolidated Statements of Operations and sets forth, for the periods indicated, certain statement of operations data as a percentage of
net sales.

|                       |  | Three Months Ended |   | Six Months Ended |  
|---------------------- |  | ------------------ | - | ---------------- | -
|
|Net sales              |  | 100.0              | % | 100.0            | %
|Cost of sales          |  | 79.6               | % | 78.3             | %
|                       |  |                    |   |                  |  
|Gross profit           |  | 20.4               | % | 21.7             | %
|Operating expenses     |  | 11.0               | % | 8.7              | %
|                       |  |                    |   |                  |  
|Income from operations |  | 9.4                | % | 13.0             | %
|                       |  |                    |   |                  |  

Comparison of the Three Months Ended May 2, 2004 to the Three Months Ended May 4, 2003

Net Sales

Consolidated net sales for the second quarter of 2004 were $27.6 million, compared to consolidated net sales of $30.2 million for the second quarter of 2003. The
decrease in net sales was primarily due to lower unit prices and a decrease in shipments of high value-added lead wire products.

Gross Profit

Consolidated gross profit for the second quarter of 2004 was $5.6 million or 20.4% of consolidated net sales, compared to consolidated gross profit of
$6.6 million or 21.7% of consolidated net sales for the second quarter of 2003. The decrease in gross profit was due to lower unit prices for standard products as well as reduced shipment
levels of high value-added lead wire products.

Operating Expenses

Consolidated operating expenses for the second quarter of 2004 were $3.0 million or 11.0% of consolidated net sales, compared with consolidated operating expenses of
$2.6 million or 8.7% of

13

---



consolidated
net sales for the second quarter of 2003. The increase in 2004 was primarily due to increased legal expenses.

Other Income (Expense)

Our share of the losses of SDI-Molan was $0.2 million for the second quarter of 2004 and compared with $0.3 million for the second quarter of 2003.
SDI-Molan, our joint venture in Germany, started operations in September 2002 and is currently ramping up production on its MGG and GSI lines. We expect to reduce the loss in 2004
as shipments to customers increase. However, increased customer shipments may be sensitive to the Euro/U.S. dollar exchange rate and production start-up issues.

Comparison of the Six Months Ended May 2, 2004 to the Six Months Ended May 4, 2003

Net Sales

Consolidated net sales for the first six months of 2004 were $54.1 million, compared to consolidated net sales of $55.8 million for the first six months of 2003.
The decrease in net sales was primarily due to lower unit prices and a decrease in shipments of high value-added lead wire products.

Gross Profit

Consolidated gross profit for the first six months of 2004 was $10.3 million or 19.0% of consolidated net sales, compared to consolidated gross profit of
$10.6 million or 18.9% of consolidated net sales for the first six months of 2003. The decrease in gross profit was due to lower unit prices and a decrease in shipments of high value-added lead
wire products. The improvement in gross margin is primarily due to productivity gains achieved through operating efficiencies. We continue to make improvements in our manufacturing process, and we
investigate and implement innovations that may serve to reduce the cost of production through improved equipment utilization rates and supplier negotiations.

Operating Expenses

Consolidated operating expenses for the first six months of 2004 were $5.8 million or 10.8% of consolidated net sales, compared with consolidated operating expenses of
$5.2 million or 9.2% of consolidated net sales for the first six months of 2003. The increase in 2004 was primarily due to increased legal expenses.

Other Income (Expense)

Our share of the losses of SDI-Molan was $0.5 million for the first six months of 2004 compared with $0.6 million for the first six months of 2003.
SDI-Molan, our joint venture in Germany, started operations in September 2002 and is currently ramping up production on
its MGG and GSI lines. We expect to reduce the loss in 2004 as shipments to customers increase. However, increased customer shipments may be sensitive to the Euro/U.S. dollar exchange rate and
production start-up issues.

Liquidity and Capital Resources

Our principal sources of liquidity are cash flow from operations and borrowings under our credit facilities. Our principal uses of cash are debt service requirements, capital
expenditures and working capital.

We
entered into a credit facility (the "Credit Facility") in June 2001 which consists of a $25.0 million Revolving Credit Facility (the "Revolver") and a $5.0 million
five-year Term Loan (the "Term Loan"). Available borrowings under the Revolver are based on a formula comprised of our eligible accounts receivable and inventory. The Credit Facility
requires lockbox arrangements that provide for all receipts to be swept daily to reduce borrowings outstanding.

14

---



The
agreement governing the Credit Facility contains customary covenants, including restrictions on the incurrence of debt, the sale of assets, mergers, acquisitions and other business combinations,
voluntary prepayment of other debt, transactions with affiliates, repurchase or redemption of equity securities, and financial covenants on tangible net worth. Substantially all of our assets are
pledged as collateral under the Credit Facility.

On
April 30, 2004, we elected the LIBOR Rate option on $2.2 million of the Term Loan for a contract term and rate of 3 months and 3.67% per annum, respectively. As of
May 2, 2004, we had no borrowings and had $1.8 million in letters of credit outstanding under the Revolver. The total amount available under the Revolver at May 2, 2004 was
$10.5 million subject to compliance with certain financial and operating covenants which we must meet on a quarterly basis. As of May 2, 2004, we were in compliance with all such
covenants.

Operating
activities provided cash of $1.8 million and $1.5 million in the six months ended May 2, 2004 and May 4, 2003, respectively. The increase in cash flow was
primarily due to changes in inventory levels. Inventory decreased by $0.1 million in the first six months of 2004 compared to an increase of $2.8 million in the first six months of 2003.
Capital expenditures, primarily for manufacturing equipment, were $1.9 million in the six months ended May 2, 2004 compared to $3.5 million in the six months ended May 4,
2003. We expect to spend approximately $4.0 to $5.0 million on capital expenditures, primarily for manufacturing equipment, during 2004. We made a tax payment of
$0.8 million in March 2004 to settle the most recent Internal Revenue Service audit. We will make the next semi-annual interest payment of $4.2 million on our Notes in
June 2004. We have made or expect to make the aforementioned payments with cash from operations and borrowings under the Revolver.

As
of May 2, 2004, we had net liabilities of $28.9 million. Our ability to pay the interest on, or to refinance our debt, or to fund planned capital expenditures, will depend on
generating cash flow from future operations. We have had positive cash flow from continuing operations during the past two years ended November 2, 2003.

Off-Balance Sheet Arrangements

We have guaranteed bank loans made to SDI-Molan, our German joint venture, under agreements entered into in August 2002 concurrent with the commencement of
operations. SDI-Molan had bank loans outstanding in the amount of 3.8 million Euro or $4.5 million at May 2, 2004. Our guarantee is limited to fifty percent of the
loans outstanding and is subject to a maximum of 3.2 million Euro or approximately $3.8 million at May 2, 2004. See Note 5 to the Consolidated Financial Statements.

Critical Accounting Policies

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect amounts reported therein, including the financial information reported in Management's Discussion and Analysis of Financial Condition and Results of Operations.
Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent form other sources. Actual results reported in future periods may be based upon amounts that differ from those estimates.
The following represent what we believe are the critical accounting policies most affected by significant management estimates and judgments:

Allowance for Doubtful Accounts

We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific
customer collection issues

15

---



that
have been identified. Accounts receivable are reported net of the allowance for amounts that may become uncollectible in the future. Such allowances can be either specific to a particular
customer or general to all customers. The Company believes the level of the allowance for bad debts is reasonable based on past experience. However, the credit loss rate can be impacted by adverse
changes in the automotive industry, or changes in the liquidity or financial position of our customers which would affect the collectability of our accounts receivable and our future operating
results. If credit losses exceed established allowances, our results of operations and financial condition may be adversely affected.

Inventory Reserves

We review our inventory for specific usage and future utility. Estimates for impairment of inventory are recorded as reserves to reduce the items to the lower of cost or
market.

Contingencies

We account for contingencies in accordance with Statement of Financial Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies." SFAS No. 5 requires
that we record an estimated loss from a loss contingency when information available prior to issuance of our financial statements indicates that it is probable that an asset has been impaired or a
liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant
judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the
ultimate outcome increases. Management believes that the accruals for loss contingencies are adequate.

Environmental Expenditures

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs
can be estimated. Environmental liabilities are not discounted to their present value and are recorded without consideration of potential recoveries from third parties. Subsequent adjustments to
estimates, which may be significant, may be made as more information becomes available or as circumstances change.

Revenue Recognition

We manufacture products to customer specifications under standard purchase orders. Sales are primarily recognized when products are shipped.

Income Taxes

Deferred income taxes are determined using the liability method. A deferred tax asset or liability is determined based on the difference between the financial statement and tax
basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Deferred tax expense is the result of changes in the deferred tax asset or
liability. If necessary, valuation allowances are established to reduce deferred tax assets to their expected realizable values.

Accounting Developments

In May 2003, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain Financial Instruments With Characteristics of
both Liabilities and Equity". The statement changes the accounting for certain financial instruments that, under previous guidance, could

16

---



be
classified as equity or "mezzanine" equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances). We were required to adopt the provisions of SFAS
No. 150 for financial instruments entered into or modified after May 31, 2003 and otherwise as of July 7, 2003, except for mandatorily redeemable financial instruments for which
the adoption date is February 1, 2004. Our "mezzanine" equity does not meet the requirements of this statement and, therefore, our adoption of this standard did not have a material impact on
the our consolidated financial statements.

In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). This interpretation of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," addresses consolidation by business enterprises of variable interest entities. Under current practice, two enterprises generally have been included in consolidated
financial statements because one enterprise controls the other through voting interests. FIN 46 defines the concept of "variable interests" and requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. The interpretation may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the
beginning of the first year restated. In December 2003, the FASB issued FIN 46R, which among other things, revised the implementation dates applicable to a nonpublic entity such as SDI. We are
required to immediately apply FIN 46 and FIN 46R ("the Interpretation") to any entity that is subject to the Interpretation and that is created after December 31, 2003. SDI is also required to
apply the Interpretation to any entity subject to the Interpretation that was created before December 31, 2003 by the beginning of the first annual period beginning after December 15,
2004. We are currently evaluating the potential impact of the adoption of FIN 46 and FIN 46R on the financial reporting of our interest in SDI-Molan.

Forward-Looking Information

The Management's Discussion and Analysis of Financial Condition and Results of Operations section in this report on Form 10-Q contains certain
forward-looking statements and information within the meaning of the Private Litigation Reform Act of 1995. These forward-looking statements and the information relating to our business are based on
the beliefs of management as well as assumptions made by and information currently available to management. The words "anticipates," "believes," "estimates," "expects," "plans," "intends," and similar
expressions, as they relate to our operations, are
intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in any forward-looking statement. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. We do not intend to update these forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We have only limited involvement in derivative financial instruments and do not hold or issue them for trading purposes. We are exposed to market risk related to changes in
foreign exchange rates on transactions denominated in foreign currencies and we selectively use foreign currency forward exchange contracts to manage those risks. At May 2, 2004 we had no open
contracts. Certain amounts borrowed under our Credit Facility are at variable rates and we are thus subject to market risk resulting from interest rate fluctuations. A change of 1% in the interest
rates on these borrowings would have no material impact on our financial position, results of operations or liquidity.

We
also are exposed to market risks related to fluctuations in interest rates on the Notes we issued in December 1998. For fixed rate debt such as the Notes, changes in interest rates generally
affect the fair

17

---



value
of the debt instrument. However, we do not have an obligation to repay the Notes prior to maturity in December 2008.

ITEM 4. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Vice President Finance of Special Devices, Incorporated (its principal executive officer and principal financial officer, respectively) have
concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures are effective to ensure that information required to be disclosed
by us in the reports filed or submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management,
including the Chief Executive Officer and Vice President Finance, as appropriate to allow timely decisions regarding required disclosure.

There
were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.

18

---





PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For legal proceedings, see our Annual Report on Form 10K for the year ended November 2, 2003.

ITEM 2 THROUGH 5.

Omitted as not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|Exhibit No. |  | Description                                                                                                                                                                                                                     
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1(g)      |  | Purchase Agreement, dated as of December 11, 1998, among SDI Acquisition Corp. and BT Alex. Brown Incorporated and Paribas Corporation.                                                                                         
|2.1(a)      |  | Amended and Restated Agreement and Plan of Merger, dated as of June 19, 1998, between the Company and SDI Acquisition Corp.                                                                                                     
|2.2(b)      |  | Amendment No. 1, dated as of October 27, 1998, to the Amended and Restated Agreement and Plan of Merger between the Company and SDI Acquisition Corp.                                                                           
|2.3(c)      |  | Guaranty Agreement, dated as of June 19, 1998, between J.F. Lehman Equity Investors I, LP and the Company.                                                                                                                      
|3.1(g)      |  | Certificate of Incorporation of the Company.                                                                                                                                                                                    
|3.2(g)      |  | Bylaws of the Company.                                                                                                                                                                                                          
|4.1(g)      |  | Indenture, dated as of December 15, 1998, among SDI Acquisition Corp., the Guarantors named therein and United States Trust Company of New York, as Trustee.                                                                    
|4.2(g)      |  | First Supplemental Indenture, dated as of December 15, 1998, among the Company, the Guarantors named therein and the United States Trust Company of New York, as Trustee.                                                       
|4.3(g)      |  | Form of 113/8% Senior Subordinated Note due 2008, Series A (see Exhibit A of the First Supplemental Indenture in Exhibit 4.2).                                                                                                  
|4.4(g)      |  | Form of 113/8% Senior Subordinated Note due 2008, Series B (see Exhibit B of the First Supplemental Indenture in Exhibit 4.2).                                                                                                  
|4.5(g)      |  | Registration Rights Agreement, dated as of December 15, 1998, among SDI Acquisition Corp., as Issuer and BT Alex. Brown Incorporated and Paribas Corporation as Initial Purchasers.                                             
|4.6(k)      |  | Certificate of Designation of Preferences and Relative Participating, Optional and Other Special Rights of Series A 6% Cumulative Convertible Preferred Stock of Special Devices, Incorporated dated as of February 28,
2001.   
|10.6(g)     |  | Management Agreement, dated as of December 15, 1998, between the Company and J.F. Lehman & Company.                                                                                                                             
|10.7(g)     |  | Management Services Agreement, dated as of December 15, 1998, between the Company and J.F. Lehman & Company.                                                                                                                    
|10.8(g)     |  | Subscription Agreement, dated as of September 7, 1998, among the Company, Paribas Principal Incorporated (now known as BNP Paribas Principal Incorporated), J.F. Lehman Equity Investors I, LP and JFL Co-Invest Partners I,
LP.
|10.9(g)     |  | Amendment No. 1 to Subscription Agreement, dated as of December 3, 1998, among the Company, Paribas Principal Incorporated, J.F. Lehman Equity Investors I, LP and JFL Co-Invest Partners I, LP.                                
|10.10(g)    |  | Amendment No. 2 to Subscription Agreement, dated as of December 15, 1998, among the Company, Paribas Principal Incorporated, J.F. Lehman Equity Investors I, LP and JFL Co-Invest Partners I, LP.                               
|            |  |                                                                                                                                                                                                                                 

19

---



|10.11(g) |  | Stockholders Agreement, dated as of December 15, 1998, among the Company, J.F. Lehman & Co., J.F. Lehman Equity Investors I, LP, JFL Co-Invest Partners I, LP, the Neubauer Family Trust, by Walter Neubauer trustee, and
the Treinen Family Trust, by Thomas F. Treinen trustee.                    
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12(g) |  | Pledge Agreement, dated as of December 15, 1998, between the Neubauer Family Trust, by Walter Neubauer, trustee and J.F. Lehman & Company.                                                                                                                                                           
|10.13(g) |  | Rollover Stockholders Agreement, dated as of December 15, 1998, among the Company, J.F. Lehman & Co., the Neubauer Family Trust, by Walter Neubauer trustee, and the Treinen Family Trust, by Thomas F. Treinen
trustee.                                                                             
|10.15(g) |  | Registration Rights Agreement, dated as of December 15, 1998, among the Company, J.F. Lehman Equity Investors I, LP, JFL Co-Invest Partners I, LP, Paribas Principal Incorporated, the Neubauer Family Trust, by Walter
Neubauer trustee, and the Treinen Family Trust, by Thomas F. Treinen trustee.
|10.19(d) |  | Technology License Agreement dated November 7, 1990 between the Company and Davey Bickford Smith.                                                                                                                                                                                                    
|10.20(e) |  | Amended and Restated 1991 Stock Incentive Plan of the Company.                                                                                                                                                                                                                                       
|10.27(f) |  | Development Agreement, dated August 28, 1996, between Company and the City of Moorpark.                                                                                                                                                                                                              
|10.29(h) |  | Employment Agreement dated October 1, 1999 between the Company and Thomas W. Cresante.                                                                                                                                                                                                               
|10.31(h) |  | 1999 Stock Option Plan dated June 23, 1999.                                                                                                                                                                                                                                                          
|10.41(l) |  | Partnership Agreement, dated as of June 26, 2001, among SDI Germany GmbH, Klaus-Jurgen Dittrich and Frank Dittrich.                                                                                                                                                                                  
|10.42(l) |  | Side Agreement, dated as of June 26, 2001, among the Company, Anhaltinische Chemische Fabriken ACF GmbH, Molan-Werk Dittrich Gessellschaft mit beschrankter Haftung & Co. Komman-ditgesellschaft, SDI Germany GmbH,
Klaus-Jurgen Dittrich and Frank Dittrich.                                        
|10.43(l) |  | Loan and Security Agreement, dated as of June 27, 2001, among the Company and Foothill Capital Corporation (now known as Wells Fargo Foothill, Inc.).                                                                                                                                                
|10.44(n) |  | Amended and Restated 1999 Stock Option Plan of the Company.                                                                                                                                                                                                                                          
|10.45(p) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated July 17, 2002.                                                                                                                                                                                                             
|10.46(p) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated October 23, 2002.                                                                                                                                                                                                          
|10.47(p) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated March 28, 2003.                                                                                                                                                                                                            
|10.48(p) |  | Consent and First Amendment to Loan Documents between the Company and Wells Fargo Foothill, Inc. dated April 16, 2003.                                                                                                                                                                               
|10.49(p) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated June 13, 2003.                                                                                                                                                                                                             
|10.50(q) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated June 24, 2003.                                                                                                                                                                                                             
|10.51(q) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated July 29, 2003.                                                                                                                                                                                                             
|10.52(r) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated August 29, 2003.                                                                                                                                                                                                           
|12.1(g)  |  | Statement of Computation of Ratios of Earnings to Fixed Charges.                                                                                                                                                                                                                                     
|21.1(o)  |  | Subsidiaries of the Company.                                                                                                                                                                                                                                                                         
|25.1(g)  |  | Form T-1 Statement of Eligibility of United States Trust Company of New York to act as trustee under the Indenture.                                                                                                                                                                                  
|31.1     |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                                                      

20

---



|31.2    |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                              
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1(i) |  | Special Devices, Incorporated Press Release dated September 22, 2000.                                                                                                
|99.2(i) |  | Agreement and Plan of Merger between the Company and Wind Point Partners IV, LP dated August 18, 2000.                                                               
|99.3(j) |  | Special Devices, Incorporated Press Release dated May 14, 2001.                                                                                                      
|99.4(j) |  | Asset Purchase Agreement, dated as of March 27, 2001, among the Company, PS/EMC West LLC and Pacific Scientific Company (solely with respect to Section 7.2 thereof).
|99.5(j) |  | Amendment No. 1 to Asset Purchase Agreement dated as of May 11, 2001.                                                                                                
|99.6(k) |  | Lease Agreement, dated as of June 4, 2001, among the Company, Autosafe Airbag 14 (CA) LP and Autosafe Airbag 12 (CA) LP.                                             
|99.7(m) |  | Amendment No. 2 to Asset Purchase Agreement dated as of July 30, 2001.                                                                                               

---



21

---





(b)   REPORTS ON FORM 8-K

None.

22

---





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.

|                     |  | SPECIAL DEVICES, INCORPORATED                                                                     
|-------------------- |  | --------------------------------------------------------------------------------------------------
|                     |  |                                                                                                   
|Dated: June 14, 2004 |  | /s/THOMAS W. CRESANTEDirector, President and Chief Executive Officer
(Principal Executive Officer)
|                     |  |                                                                                                   
|Dated: June 14, 2004 |  | /s/JAMES E. REEDERVice President Finance and Assistant Secretary
(Principal Financial Officer)    

23

---



QuickLinks