##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|  |  | For the quarterly period ended March 31, 2002 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 1-12410                                                          

Simula, Inc.
(Exact Name of Registrant as Specified in Its Charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Arizona                                                        |  | 86-0320129                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|2625 S.
Plaza Drive, Suite 100, Tempe, Arizona                 |  | 85282                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(602) 631-4005
(Registrants Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant:



|(1) |  | has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Yes X    No



|(2) |  | has been subject to such filing requirements for the past 90 days.
|--- |  | ------------------------------------------------------------------

Yes X    No

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date:

|                             |  |                              
|---------------------------- |  | -----------------------------
|Class                        |  | Outstanding at March 31, 2002
|Common Stock, $.01 par value |  | 12,892,858                   





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TABLE OF CONTENTS



|                             |                                                                                                |                                                    |  |  |  |  |  | 
|---------------------------- | ---------------------------------------------------------------------------------------------- | -------------------------------------------------- |  |  |  |  |  | 
|PART IFINANCIAL INFORMATION
|                             |                                                                                                | Consolidated Balance Sheets                       
|                             |                                                                                                | Consolidated Statements of Operations             
|                             |                                                                                                | Consolidated Statements of Shareholders Deficit  
|                             |                                                                                                | Consolidated Statements of Cash Flows             
|                             |                                                                                                | Notes to Interim Consolidated Financial Statements
|                             | Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition.
|                             | Item 3. Quantitative and Qualitative Disclosure about Market Risk                             
|PART II  OTHER INFORMATION 
|                             | Item 6. Exhibits and Reports                                                                  
|SIGNATURES                  



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##### Table of Contents



SIMULA, INC.

TABLE OF CONTENTS

---

|                                                                                                |  |      |        | 
|----------------------------------------------------------------------------------------------- |  | ---- | ------ | 
|                                                                                                |  | Page
|                                                                                                |  |     
|PART I  FINANCIAL INFORMATION                                                                  |  |      |        | 
|Item 1  Interim Consolidated Financial Statements                                              |  |      |        | 
|Consolidated Balance Sheets as of
March 31, 2002 and December 31, 2001                          |  |      | 2      | 
|Consolidated Statements of Operations for the Three Month
Periods Ended March 31, 2002 and 2001 |  |      | 3      | 
|Consolidated Statement of Shareholders Deficit for the
Three Month Period Ended March 31, 2002 |  |      | 4      | 
|Consolidated Statements of Cash Flows for the
Three Month Periods Ended March 31, 2002 and 2001 |  |      | 5      | 
|Notes to Interim Consolidated Financial Statements                                              |  |      | 6 - 8  | 
|Item 2  Managements Discussion and Analysis of
Results of Operations and Financial Condition  |  |      | 9 - 13 | 
|Item 3  Quantitative and Qualitative Disclosure about Market Risk                              |  |      | 13     | 
|PART II  OTHER INFORMATION                                                                     |  |      |        | 
|Item 6  Exhibits and Reports                                                                   |  |      | 14     | 
|SIGNATURES                                                                                      |  |      | 15     | 



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##### Table of Contents



SIMULA, INC. AND SUBSIDIARIES







Consolidated Balance Sheets
March 31, 2002 and December 31, 2001

---

|                                                      |                                                                                  |                             |            |             |            |      |            |             |            |  
|----------------------------------------------------- | -------------------------------------------------------------------------------- | --------------------------- | ---------- | ----------- | ---------- | ---- | ---------- | ----------- | ---------- | -
|                                                      |                                                                                  |                             |            | 2002        |            | 2001
|                                                      |                                                                                  |                             |            |             |            |     
|ASSETS                                                |                                                                                  |                             |            |             |            |      |            |            
|CURRENT ASSETS                                        |                                                                                  |                             |            |             |            |      |            |            
|                                                      | Cash and cash equivalents                                                        |                             | $          | 341,554     |            |      | $          | 362,319     |           
|                                                      | Contract and trade receivables  Net                                             |                             |            | 27,142,099  |            |      |            | 26,441,295  |           
|                                                      | Inventories                                                                      |                             |            | 7,664,623   |            |      |            | 7,384,222   |           
|                                                      | Deferred income taxes                                                            |                             |            | 2,516,000   |            |      |            | 2,596,000   |           
|                                                      | Prepaid expenses and other                                                       |                             |            | 724,161     |            |      |            | 915,547     |           
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           
|                                                      |                                                                                  | Total current assets        |            |             | 38,388,437 |      |            |             | 37,699,383 |  
|PROPERTY,
EQUIPMENT, and LEASEHOLD IMPROVEMENTS  Net |                                                                                  |                             | 10,491,544 |             |            |      | 10,545,449 |            
|DEFERRED INCOME TAXES                                 |                                                                                  |                             | 34,845,000 |             |            |      | 34,985,000 |            
|DEFERRED FINANCING COSTS                              |                                                                                  |                             | 3,593,321  |             |            |      | 4,059,630  |            
|INTANGIBLES  Net                                     |                                                                                  |                             | 3,304,989  |             |            |      | 3,333,896  |            
|OTHER ASSETS                                          |                                                                                  |                             | 1,797,471  |             |            |      | 2,029,933  |            
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           
|TOTAL                                                 |                                                                                  | $                           | 92,420,762 |             |            | $    | 92,653,291 |            
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           
|LIABILITIES AND SHAREHOLDERS DEFICIT                 |                                                                                  |                             |            |             |            |      |            |            
|CURRENT LIABILITIES                                   |                                                                                  |                             |            |             |            |      |            |            
|                                                      | Revolving line of credit                                                         |                             | $          | 12,662,775  |            |      | $          | 11,488,639  |           
|                                                      | Trade accounts payable                                                           |                             |            | 7,807,377   |            |      |            | 6,972,576   |           
|                                                      | Other accrued liabilities                                                        |                             |            | 6,519,170   |            |      |            | 8,394,234   |           
|                                                      | Deferred revenue                                                                 |                             |            | 1,198,244   |            |      |            | 1,540,247   |           
|                                                      | Accrued restructuring costs                                                      |                             |            | 1,218,136   |            |      |            | 1,313,931   |           
|                                                      | Advances on contracts                                                            |                             |            | 2,034,602   |            |      |            | 2,049,645   |           
|                                                      | Current portion of long-term debt                                                |                             |            | 804,774     |            |      |            | 993,682     |           
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           
|                                                      |                                                                                  | Total current liabilities   |            |             | 32,245,078 |      |            |             | 32,752,954 |  
|DEFERRED REVENUE                                      |                                                                                  |                             | 1,076,336  |             |            |      | 1,367,002  |            
|DEFERRED LEASE COST                                   |                                                                                  |                             | 482,287    |             |            |      | 400,914    |            
|LONG-TERM DEBT  Less current portion                 |                                                                                  |                             | 61,090,231 |             |            |      | 60,772,414 |            
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           
|                                                      |                                                                                  | Total liabilities           |            |             | 94,893,932 |      |            |             | 95,293,284 |  
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           
|                                                      | 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 12,892,858   |                             |            | 128,929     |            |      |            | 128,929     |           
|                                                      | Additional paid-in-capital                                                       |                             |            | 62,412,546  |            |      |            | 62,412,546  |           
|                                                      | Accumulated deficit                                                              |                             |            | (63,003,758 | )          |      |            | (63,377,118 | )         
|                                                      | Accumulated other comprehensive income                                           |                             |            | (2,010,887  | )          |      |            | (1,804,350  | )         
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           
|                                                      |                                                                                  | Total shareholders deficit |            |             | (2,473,170 | )    |            |             | (2,639,993 | )
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           
|TOTAL                                                 |                                                                                  | $                           | 92,420,762 |             |            | $    | 92,653,291 |            
|                                                      |                                                                                  |                             |            |             |            |      |            |             |           

See notes to consolidated financial statements.

2



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SIMULA, INC. AND SUBSIDIARIES




Consolidated Statements of Operations
Three Month Periods Ended March 31, 2002 and March 31, 2001

---

|                                          |  |      |            |      |  |   |            |  
|----------------------------------------- |  | ---- | ---------- | ---- |  | - | ---------- | -
|                                          |  | 2002 |            | 2001
|                                          |  |      |            |     
|REVENUE                                   |  | $    | 29,102,288 |      |  | $ | 25,535,767 |  
|COST OF REVENUE                           |  |      | 19,491,597 |      |  |   | 16,383,598 |  
|                                          |  |      |            |      |  |   |            |  
|GROSS MARGIN                              |  |      | 9,610,691  |      |  |   | 9,152,169  |  
|ADMINISTRATIVE EXPENSES                   |  |      | 4,938,305  |      |  |   | 5,661,754  |  
|RESEARCH AND DEVELOPMENT                  |  |      | 1,520,733  |      |  |   |           |  
|RESTRUCTURING CHARGE                      |  |      |           |      |  |   | 479,000    |  
|                                          |  |      |            |      |  |   |            |  
|OPERATING INCOME                          |  |      | 3,151,653  |      |  |   | 3,011,415  |  
|INTEREST EXPENSE                          |  |      | (2,558,293 | )    |  |   | (2,516,954 | )
|                                          |  |      |            |      |  |   |            |  
|INCOME BEFORE TAXES                       |  |      | 593,360    |      |  |   | 494,461    |  
|INCOME TAX EXPENSE                        |  |      | (220,000   | )    |  |   | (172,000   | )
|                                          |  |      |            |      |  |   |            |  
|NET INCOME                                |  |      | 373,360    |      |  |   | 322,461    |  
|                                          |  |      |            |      |  |   |            |  
|INCOME AVAILABLE TO COMMON STOCKHOLDERS   |  | $    | 373,360    |      |  | $ | 322,461    |  
|                                          |  |      |            |      |  |   |            |  
|INCOME PER COMMON SHAREBasic             |  | $    | 0.03       |      |  | $ | 0.03       |  
|                                          |  |      |            |      |  |   |            |  
|INCOME PER COMMON SHAREAssuming dilution |  | $    | 0.03       |      |  | $ | 0.03       |  
|                                          |  |      |            |      |  |   |            |  

See notes to consolidated financial statements.

3



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SIMULA, INC. AND SUBSIDIARIES




Consolidated Statements of Shareholders Deficit
Three Month Period Ended March 31, 2002

---



|                                |  |              |            |            |  |             |         |               |  |                   |            |         |  |   |             |   |  |   |            |   |  |   |            |  
|------------------------------- |  | ------------ | ---------- | ---------- |  | ----------- | ------- | ------------- |  | ----------------- | ---------- | ------- |  | - | ----------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                |  | Common Stock |            | Additional |  |             |         |               |  | Accumulated Other |            | Total  
|                                |  |              |            | Paid-in    |  | Accumulated |         | Comprehensive |  | Shareholders'    
|                                |  | Shares       |            | Amount     |  | Capital     |         | Deficit       |  | Income            |            | Deficit
|                                |  |              |            |            |  |             |         |               |  |                   |            |        
|BALANCE, JANUARY 1, 2002        |  |              | 12,892,858 |            |  | $           | 128,929 |               |  | $                 | 62,412,546 |         |  | $ | (63,377,118 | ) |  | $ | (1,804,350 | ) |  | $ | (2,639,993 | )
|Net Income                      |  |              |            |            |  |             |         |               |  |                   |            |         |  |   | 373,360     |   |  |   |            |   |  |   | 373,360    |  
|Currency translation adjustment |  |              |            |            |  |             |        |               |  |                   |           |         |  |   |            |   |  |   | (206,537   | ) |  |   | (206,537   | )
|                                |  |              |            |            |  |             |         |               |  |                   |            |         |  |   |             |   |  |   |            |   |  |   |            |  
|BALANCE, MARCH 31, 2002         |  |              | 12,892,858 |            |  | $           | 128,929 |               |  | $                 | 62,412,546 |         |  | $ | (63,003,758 | ) |  | $ | (2,010,887 | ) |  | $ | (2,473,170 | )
|                                |  |              |            |            |  |             |         |               |  |                   |            |         |  |   |             |   |  |   |            |   |  |   |            |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                |  |               |          |  
|------------------------------- |  | ------------- | -------- | -
|                                |  | Comprehensive
|                                |  | Income       
|                                |  |              
|BALANCE, JANUARY 1, 2002        |  |               |          |  
|Net Income                      |  | $             | 373,360  |  
|Currency translation adjustment |  |               | (206,537 | )
|                                |  |               |          |  
|BALANCE, MARCH 31, 2002         |  | $             | 166,823  |  
|                                |  |               |          |  

See notes to consolidated financial statements.

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SIMULA, INC. AND SUBSIDIARIES




Consolidated Statements of Cash Flows
Three Month Periods Ended March 31, 2002 and 2001

---

|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |           |            |            |  
|------------------------------------------------- | ---------------------------------------------------------------------------- | ------------- | ------------------------------------------------ | ----------------------------------------- | --------- | ---------- | -------- | --------- | --------- | ---------- | ---------- | -
|                                                  |                                                                              |               |                                                  |                                           |           | 2002       |          | 2001     
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |          
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                                                                              |               |                                                  |                                           |           |            |          |          
|                                                  | Net income                                                                   |               | $                                                | 373,360                                   |           |            | $        | 322,461   |          
|                                                  | Adjustment to reconcile net income to net cash used in
operating activities: |               |                                                  |                                           |           |            |          |           |          
|                                                  |                                                                              |               | Depreciation and amortization                    | 1,056,159                                 |           |            |          | 1,117,211 |          
|                                                  |                                                                              |               | Deferred income taxes                            |                                           |           | 220,000    |          |           |           | 172,000    |           
|                                                  |                                                                              |               | Capitalized interest                             |                                           |           | 370,106    |          |           |           | 116,269    |           
|                                                  |                                                                              |               | Restructuring charge                             |                                           |           |           |          |           |           | 479,000    |           
|                                                  |                                                                              |               | Currency translation adjustment                  |                                           |           | (206,537   | )        |           |           | 32,044     |           
|                                                  |                                                                              |               | Bad debt expense                                 |                                           |           | 140,062    |          |           |           |           |           
|                                                  | Changes in net assets and liabilities:                                       |               |                                                  |                                           |           |            |          |           |          
|                                                  |                                                                              |               | Contract and trade receivables  net of advances |                                           |           | (855,909   | )        |           |           | (601,079   | )         
|                                                  |                                                                              |               | Inventories                                      |                                           |           | (280,401   | )        |           |           | (543,030   | )         
|                                                  |                                                                              |               | Prepaid expenses and other                       |                                           |           | 191,386    |          |           |           | (74,252    | )         
|                                                  |                                                                              |               | Other assets                                     |                                           |           | 232,462    |          |           |           | (286,745   | )         
|                                                  |                                                                              |               | Trade accounts payable                           |                                           |           | 834,801    |          |           |           | 111,984    |           
|                                                  |                                                                              |               | Deferred revenue                                 |                                           |           | (632,669   | )        |           |           | (701,298   | )         
|                                                  |                                                                              |               | Deferred lease costs                             |                                           |           | 81,373     |          |           |           | (23,833    | )         
|                                                  |                                                                              |               | Restructuring reserve                            |                                           |           | (95,795    | )        |           |           | (358,124   | )         
|                                                  |                                                                              |               | Other accrued liabilities                        |                                           |           | (1,875,064 | )        |           |           | (1,331,252 | )         
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|                                                  |                                                                              |               |                                                  | Net cash used in operating activities     |           |            | (446,666 | )         |           |            | (1,568,644 | )
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                                                                              |               |                                                  |                                           |           |            |          |          
|                                                  |                                                                              |               | Purchase of property and equipment               |                                           |           | (432,660   | )        |           |           | (420,644   | )         
|                                                  |                                                                              |               | Costs incurred to obtain intangibles             |                                           |           | (74,378    | )        |           |           | (247,596   | )         
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|                                                  |                                                                              |               |                                                  | Net cash used in investing activities     |           |            | (507,038 | )         |           |            | (668,240   | )
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                                                                              |               |                                                  |                                           |           |            |          |          
|                                                  |                                                                              |               | Net borrowings under line of credit              |                                           |           | 1,174,136  |          |           |           | 1,969,628  |           
|                                                  |                                                                              |               | Principal payments under other debt arrangements |                                           |           | (241,197   | )        |           |           | (239,347   | )         
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|                                                  |                                                                              |               |                                                  | Net cash provided by financing activities |           |            | 932,939  |           |           |            | 1,730,281  |  
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|NET DECREASE IN CASH AND CASH EQUIVALENTS         |                                                                              |               | (20,765                                          | )                                         |           |            | (506,603 | )        
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD    |                                                                              |               | 362,319                                          |                                           |           |            | 746,078  |          
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|CASH AND CASH EQUIVALENTS, END OF PERIOD          |                                                                              | $             | 341,554                                          |                                           |           | $          | 239,475  |          
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                                                              |               |                                                  |                                           |           |            |          |          
|                                                  |                                                                              | Interest Paid |                                                  | $                                         | 2,376,960 |            |          | $         | 1,897,793 |           
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          
|                                                  |                                                                              | Taxes Paid    |                                                  | $                                         | 192,454   |            |          | $         | 28,900    |           
|                                                  |                                                                              |               |                                                  |                                           |           |            |          |           |          

See notes to consolidated financial statements.

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Note 1  Basis of Presentation

The consolidated financial statements include the accounts of Simula, Inc.
and its subsidiaries (collectively we and our). All of the subsidiaries
are wholly owned. All intercompany transactions are eliminated in
consolidation.

We have prepared the accompanying interim consolidated financial
statements in accordance with Generally Accepted Accounting Principles (GAAP)
for interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and notes required by
GAAP for complete financial statements. In the opinion of management, all
adjustments and reclassifications considered necessary for a fair and
comparable presentation have been included and are of a normal recurring
nature. Operating results for the three months ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. Such interim financial statements should be read in
conjunction with our consolidated financial statements and notes thereto
included in our 2001 Form 10-K.

Note 2  Inventories

At March 31, 2002 and December 31, 2001, inventories consisted of the
following:

|                 |                   |   |           |           |      |   |           |           | 
|---------------- | ----------------- | - | --------- | --------- | ---- | - | --------- | --------- | 
|                 |                   |   | 2002      |           | 2001
|                 |                   |   |           |           |     
|Raw Materials    |                   | $ | 5,386,636 |           |      | $ | 5,308,956 |          
|Work in Progress |                   |   | 1,805,379 |           |      |   | 1,717,528 |          
|Finished Goods   |                   |   | 472,608   |           |      |   | 357,738   |          
|                 |                   |   |           |           |      |   |           |          
|                 | Total Inventories |   | $         | 7,664,623 |      |   | $         | 7,384,222 | 
|                 |                   |   |           |           |      |   |           |          

Note 3  Other Intangible
Assets

In January 2002, the
Company adopted SFAS No. 142 "Goodwill and Other Intangible
Assets." SFAS No. 142 specifies that goodwill and certain
intangible assets with indefinite lives no longer be amortized but
instead be subject to periodic impairment testing. Intangible assets
with finite lives will continue to be amortized over their respective
useful lives and will be tested for impairment in accordance with
SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets." This statement, adopted in January 2002,
supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and
the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations  Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions."

At March 31,
2002, our intangible assets with finite lives are principally
comprised of technology patents with a total cost of $4,315,532 and
accumulated amortization of $1,010,543. Intangible asset amortization
expense for the three months ended March 31, 2002 was
approximately $74,000. Estimated amortization expense for the five
succeeding fiscal years is as follows:

|     |  |   |         | 
|---- |  | - | ------- | 
|2002 |  | $ | 195,000 | 
|2003 |  |   | 140,000 | 
|2004 |  |   | 140,000 | 
|2005 |  |   | 140,000 | 
|2006 |  |   | 140,000 | 

Note 4  Research and Development

Our research and development efforts arise from funded development
contracts and proprietary research and development. The Company previously
tracked such costs excluding intercompany research and development activity
only on an annual basis and included them in total selling, general and
administrative expenses. As of fiscal year 2002, research and development
costs are separately reported and intercompany research and development
activity is eliminated. Accordingly, comparative quarterly information is not
available. Amounts arising from such efforts for the three months ended March
31, were as follows:

|                                          |                                                                      |   |           |            |  
|----------------------------------------- | -------------------------------------------------------------------- | - | --------- | ---------- | -
|                                          |                                                                      |   | 2002     
|                                          |                                                                      |   |          
|Research and development expenses         |                                                                      | $ | 1,520,733 |           
|                                          |                                                                      |   |           |           
|Funded contracts:                         |                                                                      |   |           |           
|                                          | Revenue funded by customers                                          |   | $         | (1,061,504 | )
|                                          | Research and development expenses classified as cost
of such revenue |   |           | 777,789    |  
|                                          |                                                                      |   |           |           
|Funded contract (contribution) deficiency |                                                                      | $ | (283,715  | )         
|                                          |                                                                      |   |           |           

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Note 5  Income Taxes

Statement of Financial Accounting Standards No. 109 requires the recording
of a deferred tax asset valuation allowance if the weight of available evidence
indicates that some or all of the deferred tax asset will not be realized.
Such evidence includes the historical operating performance of the Company
including its ability to continue as a going concern and tax planning
strategies.

We increased our deferred tax valuation allowance $0.8 million in 2001,
$0.7 million in 2000, and $0.1 million in 1999 because certain tax credits and
operating loss carry forwards, primarily related to states in which we no
longer have operations, are unlikely to be utilized. At December 31, 2001, the
Company had approximately $93.0 million of net operating loss carry forwards
which expire through 2021.

We have incurred losses for each of the past six years. These losses were
primarily related to certain unprofitable businesses and charges and write-offs
related to the disposition of those businesses and debt refinancings. Our
operating plan, which has been adopted by the Board of Directors, supports our
ability to generate sufficient taxable income to utilize the available net
operating losses prior to their expiration. This plan is based on programs and
contracts currently in hand and managements expectations for future
operations. In addition, should we be required to sell assets or liquidate
certain business operations, management believes estimated gains would be
sufficient to utilize our existing deferred tax assets.

Accordingly, although realization of the net deferred tax assets are not
assured, management believes that it is more likely than not that all of the
net deferred tax assets related primarily to federal operating loss carry
forwards will be realized. The amount of net deferred tax assets considered
realizable, however, could be reduced in the near term based on changing
conditions.

Note 6  Segment Reporting

We are a holding company for wholly owned subsidiaries that operate in two
primary business segments. Our Aerospace and Defense segment includes
operations that design and manufacture crash resistant components, energy
absorbing devices, and ballistic armor principally for branches of the United
States armed forces procurement. Our Commercial Products segment includes
operations encompassing inflatable restraints and related technology for
automobiles and polymer materials. Our remaining segment, entitled Other,
represents general corporate operations and technology licensing.

For the three-month periods ended March 31, 2002 and 2001, inter-segment
sales were insignificant, and total intercompany sales of $26,793 and $199,430,
respectively, have been eliminated.

|                        |                                |                           |            |               |  |            |           |         |           |       |         |         |  |   |            |            |           | 
|----------------------- | ------------------------------ | ------------------------- | ---------- | ------------- |  | ---------- | --------- | ------- | --------- | ----- | ------- | ------- |  | - | ---------- | ---------- | --------- | 
|                        |                                |                           |            | 2002         
|                        |                                |                           |            |              
|                        |                                |                           |            | Aerospace and |  | Commercial |           |         |           |       |         |         |  |  
|                        |                                |                           |            | and Defense   |  | Products   |           | Other   |           | Total
|                        |                                |                           |            |               |  |            |           |         |           |      
|Revenue:                |                                |                           |            |               |  |            |           |         |           |       |         |         |  |   |            |           
|                        | Contract revenue               |                           | $          | 19,293,239    |  |            | $         |         |           |       | $       |         |  |   | $          | 19,293,239 |          
|                        | Product sales:                 |                           |            |               |  |            |           |         |           |       |         |         |  |   |            |            |          
|                        |                                | Automotive safety systems |            |               |  |            |           |         | 9,028,163 |       |         |         |  |   |            |            | 9,028,163 | 
|                        |                                | Other                     |            |               |  |            |           |         | 102,765   |       |         |         |  |   |            |            | 102,765   | 
|                        | Technology sales and royalties |                           |            |               |  |            |           | 290,494 |           |       |         | 387,627 |  |   |            | 678,121    |          
|                        |                                |                           |            |               |  |            |           |         |           |       |         |         |  |   |            |            |          
|Total revenue           |                                | $                         | 19,293,239 |               |  | $          | 9,421,422 |         |           | $     | 387,627 |         |  | $ | 29,102,288 |           
|                        |                                |                           |            |               |  |            |           |         |           |       |         |         |  |   |            |            |          
|Operating income (loss) |                                | $                         | 3,514,075  |               |  | $          | (290,198  | )       |           | $     | (72,224 | )       |  | $ | 3,151,653  |           

7



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##### Table of Contents



|                        |                                |                           |            |               |  |            |            |         |            |       |            |   |  |   |            |            |            | 
|----------------------- | ------------------------------ | ------------------------- | ---------- | ------------- |  | ---------- | ---------- | ------- | ---------- | ----- | ---------- | - |  | - | ---------- | ---------- | ---------- | 
|                        |                                |                           |            | 2001         
|                        |                                |                           |            |              
|                        |                                |                           |            | Aerospace and |  | Commercial |            |         |            |       |            |   |  |  
|                        |                                |                           |            | and Defense   |  | Products   |            | Other   |            | Total
|                        |                                |                           |            |               |  |            |            |         |            |      
|Revenue:                |                                |                           |            |               |  |            |            |         |            |       |            |   |  |   |            |           
|                        | Contract revenue               |                           | $          | 13,566,420    |  |            | $          |         |            |       | $          |   |  |   | $          | 13,566,420 |           
|                        | Product sales:                 |                           |            |               |  |            |            |         |            |       |            |   |  |   |            |            |           
|                        |                                | Automotive safety systems |            |               |  |            |            |         | 10,193,226 |       |            |   |  |   |            |            | 10,193,226 | 
|                        |                                | Other                     |            |               |  |            |            |         | 1,441,774  |       |            |   |  |   |            |            | 1,441,774  | 
|                        | Technology sales and royalties |                           |            | 52,000        |  |            |            | 282,347 |            |       |            |   |  |   |            | 334,347    |           
|                        |                                |                           |            |               |  |            |            |         |            |       |            |   |  |   |            |            |           
|Total revenue           |                                | $                         | 13,618,420 |               |  | $          | 11,917,347 |         |            | $     | 0          |   |  | $ | 25,535,767 |           
|                        |                                |                           |            |               |  |            |            |         |            |       |            |   |  |   |            |            |           
|Operating income (loss) |                                | $                         | 1,851,859  |               |  | $          | 2,295,108  |         |            | $     | (1,135,552 | ) |  | $ | 3,011,415  |           

Note 7  Earnings per share

The following is a reconciliation of the numerators and denominators of
basic and diluted per share computations. For the three-month periods ended
March 31, 2002 and 2001, the effect of 1,774,074 shares to be issued upon
conversion of the 8% Senior Subordinated Convertible Notes was not used in
determining dilutive earnings per share because the result would be
anti-dilutive.

|                                              |  |                              |            |      |  |   |            | 
|--------------------------------------------- |  | ---------------------------- | ---------- | ---- |  | - | ---------- | 
|                                              |  | Three Months Ended March 31,
|                                              |  | 2002                         |            | 2001
|Net earnings available to common shareholders |  | $                            | 373,360    |      |  | $ | 322,461    | 
|                                              |  |                              |            |      |  |   |            | 
|Basic weighted average shares outstanding     |  |                              | 12,892,858 |      |  |   | 12,190,011 | 
|Effect of dilutive securities                 |  |                              | 287,727    |      |  |   | 395,435    | 
|                                              |  |                              |            |      |  |   |            | 
|Diluted weighted average shares outstanding   |  |                              | 13,180,585 |      |  |   | 12,585,446 | 
|                                              |  |                              |            |      |  |   |            | 
|Basic per share amounts                       |  | $                            | 0.03       |      |  | $ | 0.03       | 
|                                              |  |                              |            |      |  |   |            | 
|Diluted per share amounts                     |  | $                            | 0.03       |      |  | $ | 0.03       | 
|                                              |  |                              |            |      |  |   |            | 

Note 8  Subsequent Event

On April 25, 2002, the purchaser of our rail and mass transit seating
business, which we sold in 1999, filed for Chapter 7 Bankruptcy. Although the purchaser assumed all
obligations at the time of the sale, we were required to remain as
guarantor under a facility lease and certain equipment operating leases.
Because of the bankruptcy proceedings, their proximity, and certain remedies and mitigation rights, we are not at
this time able to reasonably
estimate liability under these guarantees, or when we may be required to
satisfy any obligations. Therefore a loss provision for any
exposure or payments that may be required to satisfy guarantees has not been
recorded in our financial statements as of March 31, 2002. We are monitoring
the proceedings, investigating the potential claims, and are working to resolve
the guarantee obligations.

* * * * * * *

8



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition.

Results of Operations

Three Month Period Ended March 31, 2002, Compared to
Three Month Period Ended March 31, 2001

CONSOLIDATED

|                                                                                |  |                    |        |      |  |        |        |           |  |   |       |  |  |         |    |  
|------------------------------------------------------------------------------- |  | ------------------ | ------ | ---- |  | ------ | ------ | --------- |  | - | ----- |  |  | ------- | -- | -
|                                                                                |  | Three Months Ended
|                                                                                |  | March 31,         
|                                                                                |  |                   
|                                                                                |  |                    |        |      |  |        |        |           |  |   |       |  |  | Percent
|                                                                                |  | 2002               |        | 2001 |  | Change |        | Inc (Dec)
|(In thousands)                                                                  |  |                    |        |      |  |        |        |          
|Revenue                                                                         |  | $                  | 29,102 |      |  | $      | 25,536 |           |  | $ | 3,566 |  |  |         | 14 | %
|Gross margin                                                                    |  |                    | 9,611  |      |  |        | 9,152  |           |  |   | 459   |  |  |         | 5  | %
|Administrative and
research and development
expense                             |  |                    | 6,459  |      |  |        | 5,662  |           |  |   | 797   |  |  |         | 14 | %
|Operating income                                                                |  |                    | 3,152  |      |  |        | 3,011  |           |  |   | 141   |  |  |         | 5  | %
|Interest expense                                                                |  |                    | 2,558  |      |  |        | 2,517  |           |  |   | 41    |  |  |         | 2  | %
|Income before tax                                                               |  |                    | 593    |      |  |        | 494    |           |  |   | 99    |  |  |         | 20 | %
|Tax expense                                                                     |  |                    | 220    |      |  |        | 172    |           |  |   | 48    |  |  |         | 28 | %
|Gross margin as a
percentage of revenue                                         |  |                    | 33     | %    |  |        | 36     | %         |  |   |       |  |  |         |    |  
|Administrative and
research and development
expenses as a percentage
of revenue |  |                    | 22     | %    |  |        | 22     | %         |  |   |       |  |  |         |    |  
|Effective tax rate                                                              |  |                    | 37     | %    |  |        | 35     | %         |  |   |       |  |  |         |    |  

AEROSPACE &
 DEFENSE

|                                        |  |                    |        |      |  |        |        |           |  |   |       |  |  |         |    |  
|--------------------------------------- |  | ------------------ | ------ | ---- |  | ------ | ------ | --------- |  | - | ----- |  |  | ------- | -- | -
|                                        |  | Three Months Ended
|                                        |  | March 31,         
|                                        |  |                   
|                                        |  |                    |        |      |  |        |        |           |  |   |       |  |  | Percent
|                                        |  | 2002               |        | 2001 |  | Change |        | Inc (Dec)
|(In thousands)                          |  |                    |        |      |  |        |        |          
|Revenue                                 |  | $                  | 19,293 |      |  | $      | 13,618 |           |  | $ | 5,675 |  |  |         | 42 | %
|Gross margin                            |  |                    | 6,711  |      |  |        | 4,726  |           |  |   | 1,985 |  |  |         | 42 | %
|Gross margin as a
percentage of revenue |  |                    | 35     | %    |  |        | 35     | %         |  |   |       |  |  |         |    |  

9



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##### Table of Contents



COMMERCIAL PRODUCTS

|                                        |  |                    |       |      |  |        |        |           |  |   |        |   |  |         |     |   
|--------------------------------------- |  | ------------------ | ----- | ---- |  | ------ | ------ | --------- |  | - | ------ | - |  | ------- | --- | --
|                                        |  | Three Months Ended
|                                        |  | March 31,         
|                                        |  |                   
|                                        |  |                    |       |      |  |        |        |           |  |   |        |   |  | Percent
|                                        |  | 2002               |       | 2001 |  | Change |        | Inc (Dec)
|(In thousands)                          |  |                    |       |      |  |        |        |          
|Revenue                                 |  | $                  | 9,421 |      |  | $      | 11,917 |           |  | $ | (2,496 | ) |  |         | (21 | %)
|Gross margin                            |  |                    | 2,512 |      |  |        | 4,426  |           |  |   | (1,914 | ) |  |         | (43 | %)
|Gross margin as a
percentage of revenue |  |                    | 27    | %    |  |        | 37     | %         |  |   |        |   |  |         |     |   

Results of Operations for the Three Month Period Ended March 31, 2002

Revenue for the three months ended March 31, 2002 increased 14% compared
to revenue in the same period for 2001. Revenue for the period grew 42% in the
Aerospace and Defense segment from $13.6 million to $19.3 million due primarily
to volume increases in the armor and parachute product lines. Revenue from the
Commercial Products segment declined 21% primarily due to the disposal of our
airline softgoods manufacturing operation in Atlanta, Georgia, which
contributed revenue of $1.3 million during the three months ended March 31,
2001. Excluding this revenue, Commercial Products revenue decreased 11% during
the comparable period, which was attributable to pricing pressures in our
automotive safety business.

Gross margin increased approximately $459,000 and was attributable to
overall increased volume. The Aerospace and Defense segment increase in gross
margin of approximately $1.9 million together with licensing revenue of
approximately $0.4 million recorded in our Other segment exceeded the gross
margin decrease attributable to our Commercial segment. Gross margin as a
percent of revenue decreased to 33% for the three month period ended March 31,
2002 compared to 36% for the comparable period in 2001. Gross margins in our
Aerospace and Defense segment remained strong in the first quarter due to
savings from on-going efforts for production efficiencies that offset the
increased costs from numerous new product start-ups and production ramp-up.
The decrease in gross margin in the Commercial Products segment is attributable
to pricing pressure on existing platforms, the learning curve on manufacturing
new product for delivery for four new platforms, and the negative impact of a
weak Euro compared to the U.S. Dollar.

Administrative and research and development expenses for the first quarter
of 2002 increased 14% as compared to the comparable 2001 period. This increase
was primarily due to increased development costs attributable to our
Distributed Charge Inflator technology and increased sales and marketing
expenses in our Commercial Products segment and increased bid and
proposal activity in our Aerospace and Defense Segment. Administrative
and research and development expenses for both periods was 22% of revenue.

Operating income increased approximately $0.1 million in the first quarter
of 2002 compared to the comparable 2001 period as increased gross margin was
offset by increases in administrative and research and development expenses.
Operating income for the 2001 period included a restructuring charge of
$479,000 related to headcount reductions and facility shutdown costs.

Interest expense for the first quarter of 2002 increased approximately
$0.1 million compared to the comparable 2001 period and is primarily due to
higher average outstanding borrowings under our RLC required to support
increases in working capital

Our effective income tax rate for the three months ended
March 2002 was 37% as compared to 35% in the comparable 2001 period. Our
effective income tax rate is estimated based upon expected annual operating
results.

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##### Table of Contents



Liquidity and Capital Resources

Our ability to continue to fund working capital and debt service
requirements during the next quarter and year will be dependent upon improved
cash flows generated from operations and increased borrowing availability under
our revolving line of credit (RLC). In 2001, we adopted a successful
restructuring plan for our business that contributed to our improvement in
income from operations before special charges of approximately $7.6 million in
2001 as compared to the previous year. We also successfully refinanced our
Senior Notes in September 2001.

A
factor that could impact our ability to generate Aerospace and Defense revenue
would be limitations on acquiring certain raw materials. Our sales contracts
for the ITS® are based upon the estimated production requirements of the OEMs. Our ability to maintain Commercial Products revenue
will be impacted by our ability to properly hedge our foreign currency
transaction risk as the majority of this revenue is Euro denominated. We
continually review our revenue and cost forecasts so that we can react to
changes in our operations and liquidity position. See Risks and
Uncertainties in the Business and Forward-Looking Information.

Our ability to generate sufficient cash flow from operations is
principally dependent upon our ability to continue to increase revenue and
contain or reduce operating expenses. At March 31, 2002, we had cash and cash
equivalents of $341,554 compared to $362,319 at December 31, 2001. Our
revolving line of credit (RLC) had outstanding borrowings of $12.7 million
and remaining borrowing availability of $2.8 million at March 31, 2002 as
compared to outstanding borrowings of $11.5 million with a remaining borrowing
availability of $3.7 million at December 31, 2001. The decrease in
availability is attributable to funding existing working capital and capital
expenditure needs in a growth environment and scheduled reduction of the RLC
maximum advance limit. The current RLC maximum advance limit is subject to a
$500,000 reduction each quarter through September 30, 2002. Management
believes that future operating cash flow and the remaining availability under
our RLC should be sufficient to fund our operating cash requirement.
We may seek to negotiate a greater maximum advance limit under our
RLC in light of growing business volume and demand for working
capital. We may encounter additional funding requirements to fund expansion, meet
increased working capital needs, meet debt service, or satisfy contingencies. We can give no assurances that these potential
additional needs can be met.

On April 25, 2002, the purchaser of our rail and mass transit seating
business, which we sold in 1999, filed for Chapter 7 Bankruptcy. Although the purchaser assumed all
obligations at the time of the sale, we remain liable as
guarantor under a facility lease and certain equipment operating leases.
Because of the bankruptcy proceedings, their proximity, and certain
remedies and mitigation rights, we are not at this time able to reasonably
estimate liability under these guarantees, or when we may be required to
satisfy any obligations. We are monitoring the proceedings,
investigating the potential claims, and are working to resolve the guarantee
obligations.

Operating activities used approximately $0.5 million of cash during the
three months ended March 31, 2002 as compared to a cash usage of $1.6 million
for the comparable period in 2001. The decrease in cash used by operations is
attributable to less overall working capital required as compared to the prior
2001 period, which required a heavier investment in accounts receivable,
inventories and other assets, and larger reductions in deferred revenue,
restructuring reserves and other current liabilities, partially offset by an
increase in accounts payable. For the three months ended March 31, 2002, the
significant working capital components were comprised of cash used to build
accounts receivable, net of contract advances, and inventories related to
production and sales volume increases, reduction of deferred revenue primarily
attributable to revenue recognition under certain license agreements, reduction
of other liabilities attributable to funding of our pension plan and
semi-annual interest under the 8% Senior Subordinated Convertible Notes, offset
by cash provided through the utilization of prepaid assets, realization of
other assets, and increases in accounts payable related to business volume
increases.

Investing activities used $0.5 million during the three months ended March
31, 2002, principally attributable to the purchase of manufacturing equipment
in both of our business segments and additional investment in our patent
portfolio.

11



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##### Table of Contents



Financing activities provided net cash of $0.9 million for the three
months ended March 31, 2002, compared to $1.7 million for the same period in
2001. Cash provided from financing activities during both periods was
primarily the result of increased borrowing under our RLC.

We believe we have sufficient manufacturing capacity, at March 31, 2002,
to meet our anticipated future delivery requirements. We may however, seek
strategic partners for the joint development of capital intensive new
technology development. We may also seek to obtain additional capital should
demand for our products exceed current capacity. The raising of capital in
public markets will be primarily dependent upon prevailing market conditions
and the demand for our products and technologies.

Research and Development

Historically, we have made significant investments in research and
development. Our research and development expenditures have fluctuated based
on available government-funded contracts and available company funding. We
anticipate that future fluctuations will continue as a result of our efforts to
expand product lines and enhance our existing technologies.

Inflation

We do not believe that we are significantly impacted by inflation.

Seasonality

We do not believe that we are significantly impacted by seasonal factors.

Risks and Uncertainties in the Business and Forward-Looking Information

A wide variety of factors will affect our projected operating and
financial results and could adversely impact our revenues, profitability and
cash flows. Our liquidity and available working capital will largely depend
upon our cash flow from operations and, potentially, upon proceeds from asset
sales or licensing. Improved cash flow from operations will depend on our
ability to increase revenue resulting in utilization of existing manufacturing
capacity, and our ability to continue to implement our cost cutting
initiatives.

We have negotiated financial covenants with our lenders that require us to
maintain certain earnings and financial ratios. There can be no assurance that
we will maintain these covenants. Continued compliance with our debt covenants
is a requirement for maintaining access to funds available under our RLC.

Many of our products are subassemblies in final products. We act as
subcontractor to defense industry prime contractors and as a component supplier
to automotive original equipment manufacturers (OEM) first tier systems
suppliers. Accordingly, to gain and retain market acceptance, we must continue
to demonstrate that our products will provide advantages to the manufacturers
of final products, including increasing product safety and providing such
manufacturers with competitive cost advantages.

Although we have long established relationships with a number of our
Aerospace and Defense customers, we do not have significant long-term supply
contracts with most of these customers. Our customers typically do not commit
to long-term production schedules and, as a result, customer orders generally
are subject to cancellation or delay. Reliance upon defense contracts involves
certain risks, including dependence on Congressional appropriations and changes
in governmental policies that reflect military and political developments.

In our Commercial Products segment, we operate in the highly competitive
automotive safety industry. As most of our competitors have greater resources
than we do, our success in this industry is largely dependent on our ability to
innovate. Our ability to compete effectively in this industry also depends on
our ability to remain competitive in pricing, service, and performance. In
addition, automotive

12



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##### Table of Contents



OEMs continually exert downward pressure on prices, forcing us to innovate
in order to maintain or increase margins from year to year.

Other factors pertinent to our ability to meet our current and future
financial projections include:



| |  | our leveraged status and the level and cost of our debt;                                                                                                                                                                    
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the continued reduction of our fixed expenses;                                                                                                                                                                              
| 
| |  | our ability to continue to provide design and manufacturing services products and new product applications that compare
favorably on the basis of time to introduction, cost, and performance with those of our competitors;
| 
| |  | the cyclical nature of the automobile industry and other markets addressed by our products;                                                                                                                                 
| 
| |  | the level and makeup of military expenditures;                                                                                                                                                                              
| 
| |  | the continued availability of
strategic raw materials and supplies;                                                                                                                                                         
| 
| |  | contract mix and shifting production and delivery schedules among our market segments;                                                                                                                                      
| 
| |  | the amount of resources available for independent research and development;                                                                                                                                                 
| 
| |  | proof of concept and production validation of certain of our new technologies and proposed products, as well as our
financial ability to establish manufacturing capacity for such products; and                            
| 
| |  | technological changes introduced by competitors and customers.                                                                                                                                                              

As used throughout this report, the words estimate, anticipate,
expect, should, intend, project, target, or other expressions that
indicate future events identify forward-looking statements which are made
pursuant to safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. We undertake no obligation to update any of these forward-looking
statements to reflect events or circumstances after the date on which such
statements were made or to reflect the occurrence of unanticipated events.
Actual results and trends may differ materially. Risks include those described
herein and in our registration statements and periodic reports filed with the
U.S. Securities and Exchange Commission.




Item 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes to our exposures to market risk since
December 31, 2001.

13



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##### Table of Contents






PART II  OTHER INFORMATION




Item 6. Exhibits and Reports



|a) |  | The following Exhibits are included pursuant to Item 601 of Regulation
S-K.
|-- |  | ---------------------------------------------------------------------------

|       |  |                                                                                                                                          |  |           |    |  
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | -- | -
|No.    |  | Description                                                                                                                              |  | Reference
|3.1    |  | Articles of Incorporation of Simula, Inc., as amended and restated                                                                       |  |           | (2 | )
|3.2    |  | Bylaws of Simula, Inc., as amended and restated                                                                                          |  |           | (1 | )
|4.7    |  | Indenture dated April 1, 1997, in connection with the Companys
issuance of the 8% Senior Subordinated Convertible Notes due May
1, 2004 |  |           | (6 | )
|10.11  |  | 1992 Stock Option Plan, as amended effective September 15, 1998                                                                          |  |           | (4 | )
|10.12  |  | 1992 Restricted Stock Plan                                                                                                               |  |           | (1 | )
|10.21  |  | 1994 Stock Option Plan, as amended effective September 15, 1998.                                                                         |  |           | (4 | )
|10.26  |  | Simula, Inc. Employee Stock Purchase Plan                                                                                                |  |           | (2 | )
|10.27  |  | Outside Directors Equity Plan                                                                                                            |  |           | (9 | )
|10.37  |  | Simula, Inc. 1999 Incentive Stock Option Plan                                                                                            |  |           | (5 | )
|10.41  |  | Financing Agreement with The CIT Group/Business Credit, Inc.
dated December 30, 1999                                                     |  |           | (6 | )
|10.41A |  | Amendment Number Three to Financing Agreement between the Company
and The CIT Group/Business Credit, Inc. dated September 26, 2001       |  |           | (7 | )
|10.45  |  | Loan Agreement between the Company and Allied Capital Corporation
dated September 26, 2001                                               |  |           | (7 | )
|10.46  |  | Employment Agreement between the Company and Bradley P. Forst
dated November 12, 2001, effective October 1, 2000                         |  |           | (7 | )
|10.47  |  | Employment Agreement between the Company and J. Michael Miller
dated November 12, 2001, effective January 8 , 2001                       |  |           | (7 | )
|10.48  |  | Employment Agreement between the Company and Joseph Coltman dated
December 13, 2001, effective October 13, 2000                          |  |           | (8 | )
|10.49  |  | Employment Agreement between the Company and John S. Hodgson
dated February 1, 2002, effective February 11, 2002                         |  |           | (8 | )
|18.    |  | Preference Letter re: change in accounting principles                                                                                    |  |           | (3 | )
|21.    |  | Subsidiaries of the Company                                                                                                              |  |           | (6 | )



---

|(1) |  | Filed with Registration Statement on Form S-18, No. 33-46152-LA, under
the Securities Act of 1933, effective April 13, 1992.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Filed with Definitive Proxy on May 15, 1996, for the Companys Annual
Meeting of Shareholders held on June 20, 1996.        
|   
|(2) |  | Filed with report on Form 10-Q for the quarter ended June 30, 1996.                                                         
|   
|(3) |  | Filed with report on Form 10-Q for the quarter ended September 30, 1998.                                                    
|   
|(4) |  | Filed with Definitive Proxy on May 14, 1999, for the Companys Annual
Meeting of Shareholders held on
June 17, 1999.        
|   
|(5) |  | Filed with report on Form 10-K for the year ended December 31, 1999.                                                        
|   
|(6) |  | Filed with report on Form 10-Q for the quarter ended March 31, 2000.                                                        
|   
|(7) |  | Filed with report on Form 10-Q for the quarter ended September 30, 2001.                                                    
|   
|(8) |  | Filed with report on Form 10-K for the year ended December 31, 2001.                                                        
|   
|(9) |  | Filed with Registration Statement on Form S-8, effective March 28, 2002.                                                    

14



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-Q for the quarter ended March
31, 2002 to be signed on its behalf by the undersigned thereunto duly
authorized.

|                   |  |  |  |                                                                 
|------------------ |  |  |  | ----------------------------------------------------------------
|                   |  |  |  | SIMULA, INC.                                                    
|                   |  |  |  |                                                                 
|DATE: May 14, 2002 |  |  |  | /s/ Bradley P. Forst                                            
|                   |  |  |  |                                                                 
|                   |  |  |  | BRADLEY P. FORST
President
Chief Executive Officer              
|                   |  |  |  |                                                                 
|                   |  |  |  | /s/ John S. Hodgson                                             
|                   |  |  |  |                                                                 
|                   |  |  |  | JOHN S. HODGSON
Executive Vice President
Chief Financial Officer

15