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UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington~~ WASHINGTON, 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: August 4, 2002
For the quarterly period ended: May 4, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition~~Transition ~~period~~Period from to

Commission ~~file~~File ~~number~~Number: 333-75869

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

Delaware

(State or other jurisdiction of
incorporation or organization)

95-3008754

(I.R.S. Employer Identification No.)

14370 White Sage Road, Moorpark, California 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: (1l) 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

At As ~~September~~of June 1013, ~~2002~~2003, the ~~total~~ 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: ~~August~~May 4, ~~2002~~2003 and ~~October~~November 313, ~~2001~~2002	3
	(b)	Consolidated Statements of Operations: For the Three and ~~Nine~~Six Months Ended ~~August~~May 4, ~~2002~~2003 and ~~July~~May 295, ~~2001~~2002	4
	(c)	Consolidated Statements of Cash Flows: For the ~~Nine~~Six Months Ended ~~August~~May 4, ~~2002~~2003 and ~~July~~May 295, ~~2001~~2002	5
	(d)	Notes to Consolidated Financial Statements	6
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		1112
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		1516
ITEM 4.	Controls and Procedures		16
PART II—OTHER INFORMATION
ITEM 1.	Legal Proceedings		1617
ITEM 2.	Changes in Securities and Use of Proceeds		16
ITEM 6.	Exhibits and Reports on Form 8-K		18
ITEM 6.	Exhibits and Reports on Form 8-K		17
Signatures			21
Signatures			20
Certifications			22
Certifications			21

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

			August 4, 2002			October 31, 2001
			May 4, 2003			November 3, 2002
ASSETS
Current assets:
	Cash		$	524		$	1,341
Cash and cash equivalents			$	1,736		$	4,852
	Accounts receivable, net of allowances of $388 at August 4, 2002 and $642 at October 31, 2001			10,842			12,745
	Accounts receivable, net of allowances of $361 at May 4, 2003 and $339 at November 3, 2002			13,928			12,700
	Inventories			910,~~012~~236			107,~~600~~461
	Deferred tax assets			2,354			2,562
	Prepaid expenses and other current assets			5,019			4,773
	Prepaid expenses and other current assets			4,681			6,151
	Deferred tax assets			2,438			2,438
		Total current assets		2733,~~413~~357			3332,~~399~~224
Property, plant and equipment, at cost
Property, plant and equipment, at cost:
	Machinery and equipment			8187,~~685~~110			8084,~~770~~626
	Construction in progress			65,~~379~~699			25,~~903~~030
	Other			56,~~800~~269			56,~~474~~002
		Gross property, plant and equipment		9399,~~864~~078			8995,~~147~~658
		Less accumulated depreciation and amortization		(6067,~~905~~738	)		(5363,~~945~~502	)
		Net property, plant and equipment		3231,~~959~~340			3532,~~202~~156
Other assets, net of accumulated amortization				810,~~753~~087			710,~~159~~674
Notes receivable				4,480			4,505
Total assets			$	74,784		$	75,054
Total assets			$	73,605		$	80,265
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Accounts payable		$	911,~~369~~063		$	97,~~188~~756
	Income taxes payable			—			2,316
	Accrued liabilities			7,343			10,355
	Accrued interest			13,~~130~~232			43,~~309~~255
	Accrued bonus			2,288			2,074
	Other current liabilities			7,285			8,466
	Current portion of long-term debt			1,000			1,000
		Total current liabilities		2122,~~072~~638			2722,~~353~~366
Deferred income taxes				4,534			2,869
Other liabilities				5,318			5,318
Long-term debt, net of current portion				7675,~~569~~819			7876,~~430~~569
		Total liabilities		~~102~~103,~~175~~775			~~108~~104,~~652~~253
Commitments and contingencies (Note 7)
Commitments and contingencies (Note 10)
Redeemable preferred stock				4,000			4,000
Redeemable common stock				3538,~~875~~125			3336,625
Stockholders' equity (deficit):
	Preferred stock, $.01 par value; 2,000,000 shares authorized; 4,000 shares issued and outstanding at August 4, 2002 and October 31, 2001			—			—
	Preferred stock, $.01 par value, 2,000,000 shares authorized; 4,000 shares issued and outstanding at May 4, 2003 and November 3, 2002			—			—
	Common stock, $.01 par value; 20,000,000 shares authorized; 3,712,764 shares issued and outstanding at August 4, 2002 and October 31, 2001			30			30
	Common stock, $.01 par value, 20,000,000 shares authorized; 3,712,764 shares issued and outstanding at May 4, 2003 and November 3, 2002			30			30
	Additional paid-in capital			6462,~~852~~602			6764,102
	Deficit			(133,327	)		(133,144	)
	Retained earnings (deficit)			(133,680	)		(133,956	)
		Total stockholders' equity (deficit)		(68,445	)		(66,012	)
	Accumulated foreign currency translation adjustment			(68	)		—
Total liabilities and stockholders' equity (deficit)			$	73,605		$	80,265
		Total stockholders' equity (deficit)		(71,116	)		(69,824	)
Total liabilities and stockholders' equity (deficit)			$	74,784		$	75,054

See accompanying notes to consolidated financial statements.

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

			Three Months Ended						~~Nine~~Six Months Ended
			August 4, 2002			July 29, 2001			August 4, 2002			July 29, 2001
			May 4, 2003			May 5, 2002			May 4, 2003			May 5, 2002
Net sales			$	2930,~~477~~230		$	2831,~~429~~862		$	8855,~~904~~810		$	9159,~~873~~427
Cost of sales				2223,~~600~~670			2625,~~791~~216			6945,~~571~~254			8048,~~363~~991
		Gross profit		6,~~877~~560			16,~~638~~646			1910,~~333~~556			1110,~~510~~436
Operating expenses				42,~~516~~622			43,~~788~~266			135,~~451~~155			116,~~911~~915
Environmental and other investigation costs				—			552			—			1,552
		Income from operations		3,938			3,380			5,401			3,521
		Total operating expenses		4,516			5,340			13,451			13,463
Other income (expense):
		Income (loss) from operations		2,361			(3,702	)		5,882			(1,953	)
	Interest expense, net			(2,236	)		(2,329	)		(4,483	)		(4,547	)
Other expense:
	Gain on extinguishment of debt			—			—			—			521
	Interest expense, net			(2,263	)		(2,985	)		(6,810	)		(10,374	)
	Equity in losses of SDI-Molan			(304	)		—			(566	)		—
	Loss on disposal of assets			—			(5,047	)		—			(6,258	)
		Total other income (expense)		(2,540	)		(2,329	)		(5,049	)		(4,026	)
		Total other expense		(2,263	)		(8,032	)		(6,810	)		(16,632	)
		Income (loss) from continuing operations before income taxes		1,398			1,051			352			(505	)
		Income (loss) from continuing operations before extraordinary gain and income taxes		98			(11,734	)		(928	)		(18,585	)
Income tax expense (benefit)				297			411			76			(420	)
Income tax expense (benefit)				49			(4,294	)		(371	)		(7,034	)
		Income (loss) from continuing operations		1,101			640			276			(85	)
		Income (loss) from continuing operations before extraordinary gain		49			(7,440	)		(557	)		(11,551	)
Gain on sale of discontinued operations, net of taxes of $28				—			—			—			41
Discontinued operations:
		Net income (loss)	$	1,101		$	640		$	276		$	(44	)
	Income from discontinued operations, net of taxes of $0, $23, $0 and $745, respectively			—			35			—			1,118
	Gain (loss) on sale of discontinued operations, net of tax expense (benefit) of $(126), $10,158, $(98) and $10,158, respectively			(188	)		15,237			(147	)		15,237
		Income (loss) before extraordinary gain		(139	)		7,832			(704	)		4,804
Extraordinary gain on extinguishment of debt, net of taxes of $0				—			2,826			521			2,826
		Net income (loss)	$	(139	)	$	10,658		$	(183	)	$	7,630

See accompanying notes to consolidated financial statements.

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

			Nine Months Ended
			Six Months Ended
			August 4, 2002			July 29, 2001
			May 4, 2003			May 5, 2002
Cash Flows From Operating Activities:
	Net income (loss)		$	~~(183~~276	)	$	~~7,630~~(44	)
	Extraordinary gain on extinguishment of debt			(521	)		(2,826	)
	Gain on sale of discontinued operations			—			(41	)
	Income from discontinued operations			—			(1,118	)
	Inome (loss) from continuing operations			276			(85	)
	(Gain) loss on sale of discontinued operations			147			(15,237	)
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities:
	Loss from continuing operations			(557	)		(11,551	)
		Depreciation and amortization		4,583			5,003
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities:
		Gain on extinguishment of debt		—			(521	)
		Depreciation and amortization		7,517			9,685
		Equity in losses of SDI-Molan		566			—
		Loss on disposal of assets		—			6,258
		Deferred income taxes		1,873			(600	)
	Changes in assets and liabilities:
		Accounts receivable and other assets		3(1,~~068~~395	)		~~1,155~~720
		Inventories		1(2,~~588~~775	)		21,~~397~~821
		Accounts payable and other liabilities		~~(4,279~~42	)		(92,~~800~~581	)
		Income taxes payable		~~(2,218~~230	)		~~3,270~~(497	)
		Other		—(16	)		~~749~~—
		Net cash provided by continuing operations		61,~~992~~511			13,~~563~~860
		Net cash provided by (used in) discontinued operations		69			(21,891	)
		Net cash provided by discontinued operations		—			69
		Net cash provided by (used in) operating activities		7,061			(20,328	)
		Net cash provided by operating activities		1,511			3,929
Cash Flows From Investing Activities:	~~Cash Flows From Investing Activities:~~
	Purchases of property, plant and equipment	~~Purchases of property, plant and equipment~~		(43,~~717~~472	)		(43,~~302~~336	)
		Capital contribution to SDI-Molan		(973	)		—
	Other			(405	)		(198	)
		Proceeds from real estate transaction		—			27,043
	Net cash used in investing activities			(3,877	)		(3,534	)
		Proceeds on sale of discontinued operations		69			42,830
Cash Flows From Financing Activities:
		Other		(939	)		(547	)
	Repurchase of long-term debt			—			(293	)
		Net cash provided by (used in) investing activities		(6,560	)		65,024
	Repayment of long-term debt			(750	)		(750	)
	Cash Flows From Financing Activities:
	Net cash used by financing activities			(750	)		(1,043	)
		Net repayments under revolving line of credit		—			(4,400	)
Net decrease in cash and cash equivalents				(3,116	)		(648	)
		Repayment of long-term debt		(1,025	)		(30,775	)
Cash and cash equivalents at beginning of year				4,852			1,341
		Proceeds from term loan		—			5,000
Cash and cash equivalents at end of period			$	1,736		$	693
		Repurchase of senior subordinated notes		(293	)		(7,404	)
		Proceeds from issuance of redeemable preferred stock		—			4,000
		Net cash used in financing activities		(1,318	)		(33,579	)
Net increase (decrease) in cash				(817	)		11,117
Cash at beginning of year				1,341			596
Cash at end of period			$	524		$	11,713
Supplemental disclosure of cash flow information:
	Cash paid during the period for:
		Interest	$	84,~~858~~406		$	144,~~820~~572
		Income taxes	$	—		$	10,851
	Noncash investing and financing activities:
		Notes receivable from disposals of assets	$	—		$	4,550

See accompanying notes to consolidated financial statements.

SPECIAL DEVICES, INCORPORATED AND ~~SUBSIDIARY~~ SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~—(Unaudited)~~

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. We believe we are 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, ~~SDI—~~Special Devices-Molan GmbH & Co. KG ("SDI-Molan") in Germany in June 2001. SDI Germany GmbH ("SDI Germany"), a wholly owned German subsidiary, holds the Company's 50% interest in SDI-Molan. 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 ~~is expected~~started ~~to start~~ operations ~~before~~in ~~the end of fiscal~~ September 2002.

On In ~~December~~June ~~15,~~2002 ~~1998,~~ the Company ~~consummated~~incorporated aSpecial ~~series~~Devices ofJapan ~~transactions~~Kabushiki ~~accounted~~Kaisha ~~for as a recapitalization~~ (~~the~~"SDI Japan"~~Recapitalization"~~) ~~whereby~~in ~~affiliates~~Japan ~~of J.F. Lehman~~ and ~~Company ("J.F. Lehman") obtained a controlling interest~~ in October 2002 the Company. Asincorporated aSpecial ~~result~~Devices ~~of the Recapitalization~~(Thailand) Co., Ltd. ~~the~~("SDI ~~Company~~Thailand"). ~~delisted~~SDI ~~its~~Japan ~~Common~~and ~~Stock~~SDI ~~from~~Thailand ~~the~~are ~~NASDAQ~~subsidiaries ~~Stock~~of ~~Market,~~SDI ~~and~~that ~~accordingly~~were ~~filed~~formed ~~for deregistration~~to ~~with~~create ~~the~~a ~~Securities~~direct ~~and~~business ~~Exchange~~presence ~~Commission~~in ~~(the~~these ~~"SEC")~~geographic markets. The Company ~~continues~~previously distributed toits ~~file~~products ~~reports~~in ~~with~~Japan ~~the~~through ~~SEC~~an ~~pursuant to the terms governing the Senior Subordinated Notes~~agent.

In The ~~connection~~divestiture ~~with~~of the ~~Recapitalization~~Aerospace ~~all~~Division, ~~shares~~which ofincluded the Company's ~~Common~~subsidiary ~~Stock~~Scot, ~~other~~Incorporated ~~than those retained by certain members of management and certain other stockholders~~ (~~the~~ "~~Continuing Stockholders~~Scot"), ~~were~~was ~~converted~~completed ~~into the right to receive $34 per share~~ in ~~cash.~~a Atseries ~~the time~~ of ~~the~~transactions ~~Recapitalization,~~in ~~the~~2000 ~~Continuing~~and ~~Stockholders retained approximately 41~~2001.3% ofScot ~~the~~was divested ~~common~~on ~~equity~~September 21, of2000 ~~the~~and ~~Company while new investors acquired~~ the ~~balance~~net assets of the ~~equity~~remaining ~~interests~~Aerospace inoperations ~~the~~were ~~Company.~~sold Aton ~~August~~May 411, ~~2002, the Continuing Stockholders owned approximately 29~~2001.5% ~~of the common equity of the Company.~~

~~The~~ As ~~principal~~of ~~executive~~May 4, ~~offices~~2003, the Company had net liabilities of ~~the~~$29.0 million. The Company's ~~are~~ability ~~located~~to atpay ~~14370~~the ~~White~~interest ~~Sage~~on, ~~Road~~or to refinance debt, ~~Moorpark~~or to fund planned capital expenditures, ~~California~~will ~~93021~~depend ~~and~~on ~~its~~generating ~~telephone~~cash ~~number~~flow isfrom ~~(805) 553-1200~~future operations. The Company had positive cash flow from continuing operations during the past two fiscal years.

2. Interim Financial Statements

The accompanying unaudited interim consolidated condensed financial statements of the Company include all adjustments (consisting of normal recurring entries) ~~which~~ 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 ~~accounting~~in ~~principles~~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 ~~October~~November 313, ~~2001~~2002. Operating results for the three month and ~~nine-~~ six month periods ended ~~August~~May 4, ~~2002~~2003 are not necessarily indicative of the operating results for the full year.

3 During 2002, the Company refined its allocation of overhead expenses to cost of sales. ~~Discontinued~~As ~~Operations~~ a result of this change, cost of sales, gross profit and operating expenses have been reclassified for all prior periods presented. There was no impact on results of operations or financial position in any period. On

The divestiture of the Aerospace Division, which included the Company's subsidiary, Scot, Incorporated ("Scot") was completed in a series of transactions in 2000 and 2001. As previously disclosed, Scot was divested on September 21, 2000 and the net assets of the remaining Aerospace operations were sold on

~~May~~November 114, 2002, ~~2001 (~~the ~~"Aerospace~~Company ~~Sale").~~adopted ~~The~~Financial ~~results~~Accounting ofStandards ~~operations~~Board ~~and~~("FASB") ~~the~~Statement ~~net assets~~ of ~~the~~Financial ~~Aerospace~~Accounting ~~Segment~~Standards ~~have~~("SFAS") ~~been~~No. 145, ~~reclassified~~"Rescission toof ~~Discontinued~~SFAS ~~Operations~~No. 4, ~~Accounting~~44 ~~for discontinued~~and ~~operations~~64, ~~according~~Amendment toof ~~GAAP~~SFAS ~~involves~~No. 13, ~~identifying~~and ~~charges~~Technical ~~such~~Corrections." asAccordingly, ~~corporate~~gains ~~allocations~~on ~~that~~extinguishment ~~were~~of ~~originally~~debt ~~charged~~have tobeen ~~Aerospace~~reclassified ~~operations~~to ~~but~~income ~~that~~from ~~would be~~ continuing operations. ~~Those~~Certain ~~continuing~~other ~~charges~~prior ~~are~~year ~~then~~amounts ~~reallocated~~have ~~back~~been reclassified to ~~the~~conform ~~remaining operations of the Automotive Products Division. In addition, interest expense was reallocated~~ to the ~~Aerospace~~current ~~Segment~~year's ~~based on its total assets~~presentation. ~~This reallocation of corporate charges and interest has been done for all prior periods presented.~~

~~Net~~ The ~~sales~~Company ofadopted the ~~Aerospace~~interim ~~Division~~disclosure ~~were~~requirements $0of SFAS No. 148 "Accounting for Stock-Based Compensation—Transition and ~~$11~~Disclosure—an Amendment of SFAS No.4 ~~million~~123" effective for the ~~nine~~second ~~months~~quarter ~~ended~~of ~~August~~fiscal 2003. At May 4, ~~2002~~2003, the Company has two stock-based employee compensation plans. The Company accounts for those plans under the recognition and ~~July~~measurement principles of Accounting Principles Board ("APB") Opinion No. 2925, ~~2001~~"Accounting for Stock Issued to Employees", ~~respectively~~and related Interpretations. 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, "Accounting for Stock-Based Compensation", to stock-based employee compensation.

4. Recent Accounting Pronouncements

	Three Months Ended					Six Months Ended
	May 4, 2003			May 5, 2002		May 4, 2003			May 5, 2002
	(In thousands)					(In thousands)
Net income (loss), as reported	$	1,101		$	640	$	276		$	(44	)
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		(1,198	)		—		(1,198	)		—

Pro forma net income (loss)	$	(97	)	$	640	$	(922	)	$	(44	)

~~In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No~~3. ~~141,~~ ~~"Business Combinations",~~Recent ~~SFAS No. 142, "Goodwill and Other Intangible Assets", and SFAS No. 143, "~~Accounting for Asset Retirement Obligations." SFAS No. 141 requires that the purchase method of accounting be used for all business combinations, establishes specific criteria for recognizing intangible assets separately from goodwill and requires certain disclosures regarding reasons for a business combination and the allocation of the purchase price paid. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and for all business combinations accounted for using the purchase accounting method for which the date of acquisition is July 1, 2001 or later. SFAS No. 142 establishes that goodwill and certain intangible assets will no longer be amortized to earnings, but instead tested for impairment at least annually. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, that the associated asset retirement costs be capitalized as part of the carrying amount of the asset and requires certain disclosures providing descriptions of the asset retirement obligations and reconciliations of changes in components of those obligations. Except for business combinations initiated after June 30, 2001, the Company is required to adopt the provisions of SFAS No.'s 141, 142 and 143 on November 1, 2002. The Company does not expect the adoption of these statements to have a material impact on the Company's results of operations or financial position. Pronouncements

In ~~August~~ May ~~2001~~2003, the FASB issued SFAS No. ~~144~~150, "Accounting for ~~the~~Certain ~~Impairment~~Financial orInstruments ~~Disposal~~With Characteristics of ~~Long-Lived~~both ~~Assets."~~Liabilities ~~This~~and ~~statement supersedes SFAS No~~Equity". ~~121,~~ The ~~"Accounting~~statement ~~for~~changes the ~~Impairment~~accounting ~~of Long-Lived Assets and~~ for ~~Long-Lived~~certain ~~Assets~~financial toinstruments Bethat, ~~Disposed~~under ~~Of"~~previous ~~and~~guidance, ~~the~~could ~~accounting~~be ~~and~~classified ~~reporting~~as ~~provisions~~equity ofor ~~Accounting Principles Board (~~"~~APB~~mezzanine") ~~Opinion No. 30~~equity, ~~"Reporting~~by ~~the~~now ~~Results~~requiring ofthose ~~Operations—Reporting~~instruments ~~the~~to ~~Effects~~be classified ofas ~~Disposal~~liabilities of(or aassets ~~Segment~~in ofsome ~~a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions~~circumstances)." ~~SFAS~~The ~~No. 144~~Company ~~establishes~~is ~~accounting~~required ~~standards~~to ~~for~~adopt the ~~impairment~~provisions of ~~long-lived assets, excluding goodwill, and for long-lived assets to be disposed of.~~ SFAS No. ~~144~~150 ~~requires that long-lived assets be reviewed~~ for ~~impairment~~financial ~~whenever~~instruments ~~events~~entered into or ~~changes~~modified ~~in circumstances indicate that~~after ~~the~~May 31, ~~carrying~~2003 ~~amount of an asset may not be recoverable. Recoverability of assets to be held~~ and ~~used~~otherwise isas ~~measured by a comparison~~ of ~~the~~July 7, ~~carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired~~2003, ~~the~~except ~~impairment~~for tomandatorily beredeemable ~~recognized~~financial isinstruments ~~measured~~for ~~by the amount by~~ which the ~~carrying~~adoption ~~amount~~date ofis ~~the~~February 1, ~~assets~~2004. ~~exceeds~~The ~~the~~Company's ~~fair value of~~"mezzanine" ~~the~~equity ~~assets.~~does ~~Assets~~not tomeet ~~be disposed of are reported at~~ the ~~lower~~requirements of ~~the~~this ~~carrying amount or fair value less costs to sell. The~~ statement ~~retains~~and ~~the~~therefore ~~basic provisions of APB Opinion No. 30 for~~ the ~~presentation~~ ~~of discontinued operations in the statement of operations but broadens that presentation to include a component of an entity (rather than a segment of a business). The~~ Company ~~is required to adopt the provisions of SFAS No. 144 on November 1, 2002 and~~ does not expect the adoption to have a material impact on the Company's results of operations or financial position.

Inof ~~April 2002, the FASB issued~~ SFAS No. ~~145,~~149 ~~"Rescission~~for ofcontracts ~~FASB~~entered ~~Statements~~into ~~No. 4,~~or 44modified ~~and~~after ~~64, Amendment of FASB Statement No.~~June 1330, ~~and~~2003 ~~Technical Corrections." This statement rescinds SFAS No. 4, "Reporting Gains~~ and ~~Losses~~for ~~from~~hedging ~~Extinguishment~~relationships ofdesignated ~~Debt,"~~after ~~and an amendment of that statement, SFAS No.~~June 6430, ~~"Extinguishments of Debt Made to Satisfy Sinking Fund Requirements"~~2003. ~~Under~~The ~~SFAS~~Company ~~No. 4,~~has all gains and losses from extinguishment of debt were required to be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. With the elimination of SFAS No. 4, gains and losses from extinguishment of debt are to be classified as extraordinary items only iflimited ~~they meet the criteria for~~involvement ~~extraordinary items~~ in ~~APB~~derivative ~~Opinion~~financial ~~No. 30,~~instruments ~~"Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of Business,~~ and ~~Extraordinary,~~does ~~Unusual~~not ~~and Infrequently~~hold ~~Occurring~~or ~~Events~~issue ~~and~~them ~~Transactions."~~for ~~Applying~~trading ~~the provisions of APB Opinion No~~purposes. 30 ~~will~~Foreign ~~distinguish~~currency ~~transactions~~forward ~~that~~exchange ~~are~~contracts ~~part of an entity's recurring operations from those that~~ are ~~unusual~~selectively orused ~~infrequent~~to ormanage ~~that~~market ~~meet~~risks ~~the~~related ~~classification~~to ofchanges ~~an extraordinary item. SFAS No. 145 also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers," and~~in ~~amends~~foreign ~~SFAS~~exchange ~~No. 13,~~rates ~~"Accounting~~on ~~for Leases," to eliminate an inconsistency between the required accounting for sale-leaseback~~ transactions ~~and~~denominated ~~the~~in ~~required~~foreign ~~accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions~~currencies. ~~This~~There ~~statement~~were ~~also~~no ~~amends~~open ~~other~~contracts ~~existing~~at ~~authoritative pronouncements to make various technical corrections~~May 4, ~~clarify meanings or describe their applicability under changed conditions~~2003. The Company ~~is required to adopt the provisions of SFAS No. 145 on November 1, 2002 and~~ does not expect the adoption to have a material impact on the Company's results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal ~~activity~~ activity be recognized and measured initially at fair value only when the liability is incurred, not when it is "planned". The Company is required to adopt the provisions of SFAS No. ~~144~~146 for exit or disposal activities that are initiated after December 31, 2002 and does not expect the adoption to have a material impact on the Company's results of operations or financial position.

54. Inventories

Inventories consist of the following components:

	August 4, 2002		October 31, 2001
	May 4, 2003		November 3, 2002
	(In thousands)
Raw materials and components	$	34,~~505~~203	$	32,~~770~~867
Work in process		1,~~309~~157		~~888~~995
Finished goods		4,~~198~~876		53,~~942~~599
Total inventories	$	910,~~012~~236	$	107,~~600~~461

65. Long-Term Debt

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 ~~which~~ 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 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 1, 2003, the Company elected the LIBOR Rate option for $3.0 million of the Term Loan for a contract term and rate of 4 months and 3.76% per annum, respectively. At May 4, 2003, 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 $2.5 million in letters of credit outstanding at May 4, 2003. The total amount available under the Revolver at May 4, 2003 was $11.6 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

~~The~~these 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. The Term Loan had a balance of $4.0 million and an effective interest rate of 5.25% per annum at August 4, 2002. At August 4, 2002, 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 $3.5 million in letters of credit outstanding at August 4, 2002. The total amount available under the Revolver at August 4, 2002 was $7.9 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 ~~August~~ May 4, ~~2002~~2003. Substantially all of the Company's assets are pledged as collateral under the Credit Facility.

~~In November~~ ~~2001, the~~ The Company ~~purchased~~has ~~$0.8 million~~guaranteed ~~face~~bank ~~value~~loans ofmade ~~its~~to ~~Senior~~SDI-Molan ~~Subordinated~~under ~~Notes~~agreements ~~(the~~entered ~~"Notes")~~into in ~~the~~August 2002. ~~open~~The ~~market~~Company's ~~for~~guarantee ~~$0.3 million~~is ~~resulting~~limited into ~~an extraordinary~~fifty ~~gain~~percent of ~~$0.5 million.~~the Atloans outstanding ~~August 4,~~and ~~2002,~~is ~~the~~subject ~~Company~~to ~~had~~a ~~$73.6 million~~maximum of ~~Notes outstanding~~3.2 million ~~The~~Euro ~~Notes~~or ~~are~~approximately ~~due~~$3.6 million inat ~~December~~May ~~2008~~4, ~~and bear interest at 113/8% per annum~~2003. ~~Interest is payable semi~~SDI-~~annually~~Molan inhad ~~June~~bank ~~and~~loans ~~December.~~outstanding ~~The~~in ~~Notes~~the ~~are~~amount ~~noncollateralized obligations~~ of 5.5 million ~~the~~Euro ~~Company~~or ~~that~~approximately ~~are~~$6.2 million ~~subordinate~~at toMay 4, ~~its obligations under the Credit Facility~~2003.

The ~~Company~~following ~~has~~are ~~guaranteed bank loans made to SDI-Molan under agreements entered into in August 2002. The Company's guarantee is limited to fifty percent of~~ the ~~loans outstanding~~fair value and iscarrying ~~subject~~amounts ~~to a maximum~~ of ~~€3.2 million~~long-term ~~or approximately $3.1 million at the current exchange rate. At September 10~~debt, ~~2002,~~including ~~SDI~~short-~~Molan had~~term noborrowings: ~~bank loans outstanding.~~

The fair value and carrying amount of long-term debt, including short-term borrowings, are as follows:

	May 4, 2003		November 3, 2002
	(In thousands)
Fair value	$	63,572	$	45,188
Carrying amount		76,819		77,569

	August 4, 2002		October 31, 2001
	(In thousands)
Fair value	$	44,452	$	34,772
Carrying amount	$	77,569	$	79,430

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.

~~The Company's borrowings under the Term Loan and the Revolver have variable rates that reflect currently available terms and conditions for similar debt~~6. ~~The~~Income ~~carrying amount of the Term Loan and the Revolver is a reasonable estimate of its fair value. The Notes are traded occasionally in public markets.~~ Taxes

7 For the six months ended May 4, 2003 and May 5, 2002, the Company had effective tax rates of 21% and 83%, respectively. ~~Commitments~~The difference from the expected statutory rate results primarily from a valuation allowance provided against SDI Germany's losses in fiscal 2003 and ~~Contingencies~~ a nontaxable gain on extinguishment of debt in fiscal 2002.

~~OSHA Investigations~~7. On ~~September 1, 2000, an accidental initiation incident occurred at the Company's Moorpark facility and two employees were injured.~~ The State of California, Department of Industrial Relations, Division of Occupational Safety and Health ("Cal-OSHA") conducted a post-incident and process safety management inspection, which resulted in the issuance in February 2001 of citations for alleged safety violations and proposed fines aggregating approximately $168,000. The Company has appealed the citations and the appeal is pending. Because the accident resulted in a serious injury, the Cal-OSHA's Bureau of Investigation ("BOI") conducted its own investigation to determine whether to refer the matter to the District Attorney's Office for Ventura County. The Company believes that this investigation has concluded and no referral has been made. At this stage, it is not possible to predict or assess the amount of potential liabilities associated with the BOI investigation which could result in criminal liabilities and penalties. Recapitalization

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 May 4, 2003, the Continuing Stockholders owned approximately 29.5% of the common equity of the

~~Qui Tam Suit. The~~ Company ~~is a defendant in a civil action entitled United States ex rel~~. ~~Charles K~~ ~~Holder v. Special Devices, Incorporated pending in the U.S. District Court for the Central District of California.~~ The ~~action,~~following ~~filed~~table ~~under~~shows ~~seal in August 1999 and first served on~~ the ~~Company~~effect ~~in December 2001, is a qui tam lawsuit in which a former employee of~~ the ~~Company~~Recapitalization ishad ~~seeking,~~ on ~~behalf~~stockholders' ofequity ~~the~~(deficit) ~~United States,~~(dollars 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~~thousands): ~~with environmental laws. The Company is vigorously defending the action.~~

CharTech Suit. The Company conducted a mediation with CharTech, IsoVac and George Neff that resulted in a binding agreement setting forth key terms of the settlement of this dispute. Under these key terms, SDI will pay CharTech a fee for a non-exclusive license under the CharTech Patent Rights. The pending lawsuit is to be dismissed with prejudice as part of the terms. The parties are in the process of implementing the settlement agreement. The settlement does not have a material impact on the Company's results of operations, financial position or liquidity.

	Common Stock											Total Stockholders' Equity (Deficit)
	Common Stock					Additional Paid-in Capital			Retained Earnings (Deficit)
	Shares		Amount			Additional Paid-in Capital			Retained Earnings (Deficit)
Balances, October 31, 1998	7,809,801		$	78		$	51,364		$	45,838		$	97,280
Record recapitalization transaction	(3,367,618	)		(41	)		22,562			(163,727	)		(141,206	)
Record redeemable common stock	(735,294	)		(7	)		—			(24,993	)		(25,000	)
Contributed assets	—			—			3,286			—			3,286
Accreted put premium on redeemable common stock	—			—			(2,625	)		—			(2,625	)
Net loss	—			—			—			(20,266	)		(20,266	)

Balances, October 31, 1999	3,706,889		$	30		$	74,587		$	(163,148	)	$	(88,531	)

~~Hermetic Seal Suit~~8. ~~The~~ ~~Company~~Related isParty a defendant in a civil action entitled Hermetic Seal Corporation and HCC Industries, Inc. v. Special Devices, Inc. pending in the Superior Court of the State of California for the County of Los Angeles. The complaint, filed in August 2002 by a former supplier, claims damages in excess of $2.3 million for breach of contract. The Company intends to vigorously defend the action. Transactions

~~Other Litigation.~~ The Company ismade a ~~defendant~~working incapital ~~various~~loan ~~other~~to ~~pending~~SDI-Molan ~~claims~~in ~~and~~August 2002 ~~lawsuits~~for $0.7 million. InThe ~~the~~balance ~~opinion~~outstanding ofat ~~the Company's management~~May 4, ~~after~~2003 ~~consultation~~was $0.7 million. ~~with~~In ~~counsel~~addition, ~~disposition~~the ofCompany ~~such~~has ~~matters is not expected to have~~ a ~~material~~receivable ~~adverse~~from ~~effect~~SDI-Molan ~~upon~~for ~~either~~expenses in the ~~Company's~~amount ~~results~~ of ~~operations,~~$0.7 million ~~financial~~at ~~position~~May 4, ~~or liquidity~~2003.

9. Gain on Extinguishment of Debt

In November 2001, the Company repurchased $0.8 million face value of Notes in the open market for $0.3 million resulting in a gain of $0.5 million.

10. Commitments and Contingencies

Defense Criminal Investigative Service Investigation. The Company's former Aerospace Division remains the subject of an investigation by the Defense Criminal Investigative Service ("DCIS") of the Office of the Inspector General, Department of Defense, into allegations that SDI deviated from contractual requirements relating to the use of organic sealants. SDI responded to a subpoena in 1999 and met recently with the government regarding the status of the investigation. The government has indicated that it no longer is focusing on the sealant issue, but believes SDI may have deviated from contractual requirements regarding other organic epoxy. The Company disputes the government's interpretation of the contracts as precluding the use of the epoxy in question and have submitted to the government an expert report to that effect. One potential consequence of civil proceedings or criminal charges, if filed, is the possibility that the Company would be suspended from future military and federal government sales, and if convicted, 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 our Aerospace Division, which was completed in 2001. At this point, it is not possible to predict or assess the likelihood of an unfavorable outcome or predict the amount of potential liabilities.

OSHA Investigation. On September 1, 2000, an accidental initiation incident occurred at the Company's Moorpark facility and two employees were injured. The State of California, Department of Industrial Relations, Division of Occupational Safety and Health ("Cal-OSHA") conducted a post-incident and process safety management inspection, which resulted in the issuance in February 2001 of citations for alleged safety violations and proposed fines aggregating approximately $168,000. The Company appealed the citations, and the appeal was settled pursuant to a Settlement

Agreement under which the aggregate amount of fines was reduced to approximately $85,000, payable in quarterly installments commencing on December 5, 2002. Because the accident resulted in a serious injury, Cal-OSHA's Bureau of Investigation ("BOI") conducted its own investigation to determine whether to refer the matter to the District Attorney's Office for Ventura County. By letter dated May 14, 2003, BOI advised that this investigation had been completed and the criminal aspect of the case had been closed.

Qui Tam Suit. The Company is a defendant in a civil action entitled United States ex rel. Charles K. Holder v. Special Devices, Incorporated pending 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 a qui tam lawsuit 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 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.

CharTech Suit. A lawsuit alleging that the Company willfully infringed two patents held by CharTech Engineering, Inc. ("CharTech") was filed on July 14, 2000, in the U.S. District Court for the Central District of California. The Company answered the complaint, asserted counterclaims against CharTech, and filed a third party complaint against CharTech, its related company Iso Vac Engineering, Inc. ("IsoVac") and George Neff, a principal in both companies. Mediation resulted in a binding settlement agreement, under which the Company will pay CharTech a fee of $1,250,000 for a non-exclusive license under the CharTech patent rights. The fee is payable in installments, with a total of $775,000 paid to date and the last installment payable on December 31, 2007. The pending lawsuit has been dismissed with prejudice pursuant to the terms of the settlement.

Hermetic Seal Suit. The Company is a defendant in a civil action entitled Hermetic Seal Corporation and HCC Industries, Inc. v. Special Devices, Inc. pending in the Superior Court of the State of California for the County of Los Angeles. The complaint, filed in August 2002 by a former supplier, claimed damages in excess of $2.3 million for breach of contract. The Company has reached an agreement in principle with the plaintiffs following a mediation, the terms of which will require the Company to make a payment of $530,000 in exchange for which plaintiffs will release the Company from certain known and unknown liabilities arising from any of their business dealings, including all liability the Company may have to the plaintiffs arising from the facts alleged in the lawsuit. The payment has been recorded as an expense in the statement of operations in the second quarter.

Selleck Suit. The Company is a defendant in a civil action entitled Daniel F. Selleck v. Special Devices, Incorporated pending 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. 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 recently learned 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 is currently investigating the status of ownership of the property and the potential effects, if any, of such status on the Company and its financial statements.

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

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. WeDuring ~~sold~~2002, ~~the~~we ~~net~~refined ~~assets comprising~~ our ~~remaining~~allocation ~~Aerospace~~of ~~operations~~overhead onexpenses ~~May 11,~~to ~~2001~~cost ~~(the~~of ~~"Aerospace Sale")~~sales. ~~The~~As ~~results~~a result of ~~operations~~ ~~and~~this ~~the~~change, ~~net~~cost ~~assets~~ of ~~the~~sales, ~~Aerospace~~gross ~~Segment~~profit and operating expenses have been reclassified ~~to Discontinued Operations. Accounting~~ for ~~discontinued operations according to GAAP involves identifying charges such as~~all ~~corporate~~prior ~~allocations~~periods ~~that were originally charged to Aerospace operations but that would be continuing~~presented. ~~Those~~There ~~continuing charges are then reallocated back to the remaining operations of the Automotive Products Division. In addition, interest expense~~ was ~~reallocated~~no toimpact ~~the Aerospace segment based~~ on ~~its~~net ~~total~~income ~~assets.~~(loss) ~~This~~in ~~reallocation~~any ~~of corporate charges and interest has been done for all prior periods presented~~period.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items in the Company's Consolidated Statements of Operations.

	Three Months Ended				~~Nine~~Six Months Ended
	August 4, 2002		July 29, 2001		August 4, 2002		July 29, 2001
	May 4, 2003		May 5, 2002		May 4, 2003		May 5, 2002
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	7678.73	%	9479.21	%	7881.31	%	8782.54	%
Gross profit	2321.37	%	520.89	%	2118.79	%	1217.56	%
Operating expenses	158.37	%	1610.93	%	159.12	%	1211.97	%
Environmental and other investigation costs	—	%	1.9	%	—	%	1.7	%
Income from operations	13.0	%	10.6	%	9.7	%	5.9	%
Income (loss) from operations	8.0	%	(13.0	)%	6.6	%	(2.1	)%

Comparison of the Three Months Ended ~~August~~ May 4, ~~2002~~2003 to the Three Months Ended ~~July~~May 295, ~~2001~~2002

Net Sales

Consolidated net sales for the ~~third~~second quarter of ~~2002~~2003 were $2930.52 million, compared to consolidated net sales of $2831.49 million for the ~~third~~second quarter of ~~2001~~2002. ~~The~~While ~~increase~~total units shipped increased by 7%, the decrease in net sales was primarily due to ~~higher~~lower unit sales and prices on high value-added lead wire products. Leadwire products differ from standard products ~~partially~~in ~~offset~~that bySDI ~~lower~~adds ~~unit~~a ~~prices~~length of electrical wire, an electrical harness connector and, in some cases, a machined retainer. Any combination of these value-added features, depending on ~~high~~the customer need, differentiates a leadwire or value-added ~~lead~~product ~~wire~~from ~~products~~a standard product.

Gross Profit

Consolidated gross profit for the ~~third~~second quarter of ~~2002~~2003 was $6.96 million or 2321.37% of consolidated net sales, compared to consolidated gross profit of $16.6 million or 520.89% of consolidated net sales for the ~~third~~second quarter of ~~2001~~2002. The improvement in gross margin is primarily due to ~~manufacturing~~ productivity gains ~~and improved margins on standard products~~ achieved through ~~product~~operating ~~redesigns and negotiated supplier pricing agreements~~efficiencies.

Operating Expenses

Consolidated operating expenses for the ~~third~~second quarter of ~~2002~~2003 were $42.54 million or 158.30% of consolidated net sales, compared with consolidated operating expenses of $43.83 million or 1610.93% of consolidated net sales for the ~~third~~second quarter of ~~2001~~2002. The decrease iswas primarily due to ~~slightly~~ lower ~~research~~accrued ~~and~~incentive ~~development expenses in the current quarter~~bonus.

11Other Income (Expense)

~~Environmental~~ We recorded $0.3 million in the second quarter of 2003 for our share of the losses of our joint venture in Germany, SDI-Molan. SDI-Molan started operations in September 2002 and ~~Other~~we ~~Investigation~~anticipate ~~Costs~~ net losses from its operations during the current fiscal year.

There were no environmental and other investigation costs for the third quarter of 2002, compared with environmental and other investigation costs of $0.6 million accrued in the third quarter of 2001 related to our former Newhall, California facility. Ongoing costs with respect to these matters are being charged against the amount previously accrued. 12

~~Other~~Comparison ~~Expense~~of the Six Months Ended May 4, 2003 to the Six Months Ended May 5, 2002

Net interest expense was $2.3 million for the third quarter of 2002 compared to net interest expense of $3.0 million for the third quarter of 2001. The decrease was primarily due to a reduction in outstanding debt. Average debt outstanding was $78.3 million in the third quarter of 2002, compared with $112.5 million in the third quarter of 2001. We used the net proceeds from the Aerospace Sale in May 2001 and the sale-leaseback of our real estate assets in June 2001 (the "Real Estate Transaction") to repay borrowings under our prior credit facility and to retire a portion of our Senior Subordinated Notes ("Notes").

Comparison of the Nine Months Ended August 4, 2002 to the Nine Months Ended July 29, 2001

Net Sales

Consolidated net sales for the ~~nine~~six months ended ~~August~~May 4, ~~2002~~2003 were $8855.98 million, compared to consolidated net sales of $9159.94 million for the six ~~nine~~ months ended ~~July~~May 295, ~~2001~~2002. ~~The~~While total units shipped increased by 9%, the decrease in net sales was primarily due to lower unit sales and prices on high value-added lead wire products. Leadwire ~~partially~~products ~~offset~~differ byfrom ~~significantly~~standard ~~higher~~products ~~unit~~in ~~sales~~that onSDI 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 ~~products~~product.

Gross Profit

Consolidated gross profit for the ~~nine~~six months ended ~~August~~May 4, ~~2002~~2003 was $1910.36 million or 2118.79% of consolidated net sales, compared to consolidated ~~gross~~ gross profit of $1110.54 million or 1217.56% of consolidated net sales for the ~~nine~~six months ended ~~July~~May 295, ~~2001~~2002. The improvement in gross margin is primarily due to ~~manufacturing~~productivity gains ~~and improved margins on standard products~~ achieved through ~~product~~operating ~~redesigns and negotiated supplier pricing agreements~~efficiencies.

Operating Expenses

Consolidated operating expenses for the ~~nine~~six months ended ~~August~~May 4, ~~2002~~2003 were $~~13.~~5.0 million or 158.19% of consolidated net sales, compared with ~~consolidated~~ consolidated operating expenses of $116.9 million or 1211.97% of consolidated net sales for the ~~nine~~six months ended ~~July~~May 295, ~~2001~~2002. The ~~increase~~decrease iswas primarily due to ~~higher~~reduced legal expenses ~~and other expenses~~ related to the CharTech ~~litigation~~Litigation (see Note 710 to the Consolidated Financial Statements in Part I1) and ~~higher~~lower accrued incentive bonus.

~~Environmental and~~ Other ~~Investigation~~Income ~~Costs~~(Expense)

There were no ~~environmental~~gains ~~and~~on ~~other~~extinguishment ~~investigation~~of ~~costs~~debt ~~for~~in the ~~first~~six ~~nine~~ months ofended ~~2002~~May 4, 2003 compared ~~with~~to ~~environmental~~a ~~and~~gain ~~other investigation costs~~ of $10.65 million ~~accrued~~ in the ~~first~~six ~~nine~~ months ofended May 5, ~~2001~~2002. ~~These~~We ~~expenses~~repurchased ~~included~~ $1.0.8 million ~~related~~face tovalue ~~the settlement~~ of ~~the~~Senior ~~Cal-OSHA~~Subordinated ~~Hollister~~Notes ~~investigation~~(the ~~and $0.6 million~~"Notes") ~~related~~issued toin ~~our~~1999 ~~former~~bearing ~~Newhall,~~interest ~~California~~of ~~facility.~~113/8% ~~Ongoing~~per ~~costs~~annum ~~with~~in ~~respect to these matters are being charged against~~ the ~~amount~~open ~~previously~~market ~~accrued~~for $0.3 million.

~~Other~~ We recorded ~~Expense~~ $0.6 million in the six months ended May 4, 2003 for our share of the losses of our joint venture in Germany, SDI-Molan. SDI-Molan started operations in September 2002 and we anticipate net losses from its operations during the current fiscal year.

Net interest expense was $6.8 million for the nine months ended August 4, 2002 compared with net interest expense of $10.4 million for the nine months ended July 29, 2001. The decrease was primarily due to a reduction in outstanding debt. Average debt outstanding was $79.4 million in the nine months ended August 4, 2002, compared with $131.9 million in the nine months ended July 29, 2001. We used

the net proceeds from the Aerospace Sale and the Real Estate Transaction to repay borrowings under our prior credit facility and to retire a portion of our Notes.

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 five-year 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 ~~which~~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 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.

As of August 4, 2002, we had no borrowings and $3.5 million of letters of credit outstanding under the Revolver. The total amount available under the Revolver at August 4, 2002 was $7.9 million subject to compliance with certain financial covenants. As of August 4, 2002, we were in compliance with all such covenants.

We have guaranteed bank loans made to SDI-Molan, the German joint venture formed in June 2001, under agreements entered into in August 2002. Our guarantee is limited to fifty percent of the loans outstanding and is subject to a maximum of €3.2 million or approximately $3.1 million at the current exchange rate. At September 10, 2002, SDI-Molan had no bank loans outstanding. SDI-Molan is expected to start operations before the end of fiscal 2002. We anticipate net losses from their operations over the next twelve months.

Continuing operations provided cash of $7.0 and $1.6 million in the nine months ended August 4, 2002 and July 29, 2001, respectively. Capital expenditures, primarily for manufacturing equipment, were $4.7 million in the nine months ended August 4, 2002 and $4.3 million in the nine months ended July 29, 2001. We expect to spend approximately $5.0 to $6.0 million on capital expenditures, primarily for manufacturing equipment, during fiscal 2002. We made a loan of $0.7 million in the fourth quarter of 2002 to SDI-Molan. We will make the next semiannual interest payment of $4.2 million on our Notes in December 2002. We expect to make the aforementioned payments with cash from operations and borrowings under the Revolver.

Our working capital of $6.3 million at August 4, 2002, was similar to our working capital of $6.0 million at October 31, 2001.

Our ability to pay the interest on, or to refinance our debt, or to fund planned capital expenditures, will depend on our future performance which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. While management believes that we will be able to meet our liquidity needs, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under the Revolver in an amount sufficient to enable us to service our debt, or to fund our other liquidity needs.

Business

On ~~economy.~~April 1, ~~If any of these conditions worsen~~2003, ~~our~~the ~~business~~Company ~~and~~elected ~~earnings~~the ~~could~~LIBOR beRate ~~adversely~~option ~~affected~~for $3.0 million ~~For~~of ~~example,~~the ifTerm ~~consumer~~Loan ~~confidence~~for ~~erodes~~a ~~and~~contract ~~short~~ term ~~interest~~and ~~rates~~rate ~~rise~~of to4 months aand ~~point~~3.76% ~~where~~per annum, ~~purchases~~respectively. As of ~~automobiles~~May 4, ~~is deferred~~2003, ~~our~~we ~~production~~had ofno ~~initiators,~~borrowings ~~our~~and ~~principal~~$2.5 million ~~revenue~~in ~~producing~~letters ~~product,~~of ~~would~~credit beoutstanding ~~adversely~~under ~~affected~~the Revolver. WeThe ~~are~~total ~~subject~~amount toavailable ~~price~~under ~~pressure~~the ~~from~~Revolver ~~our~~at ~~customers which~~May 4, ~~reduces~~2003 ~~our~~was ~~revenues~~$11.6 million ~~through~~subject ~~lower~~to ~~standard~~compliance ~~unit~~with ~~pricing.~~certain Wefinancial ~~are~~and ~~also~~operating ~~affected~~covenants bywhich ~~the~~we ~~trend~~must ~~towards~~meet ~~increased~~on ~~unit~~a ~~sales~~quarterly ofbasis. ~~lower~~As ~~cost~~of ~~standard~~May 4, ~~products~~2003, aswe ~~replacements~~were ~~for~~in ~~higher~~compliance ~~cost~~with ~~prior~~all ~~generation~~such ~~lead wire products~~covenants.

~~Accounting~~ We have ~~Developments~~ guaranteed bank loans made to SDI-Molan under agreements entered into in August 2002. Our guarantee is limited to fifty percent of the loans outstanding and is subject to a maximum of 3.2 million Euro or approximately $3.6 million at May 4, 2003. SDI-Molan had bank loans outstanding in the amount of 5.5 million Euro or $6.2 million at May 4, 2003. SDI-Molan started operations in September 2002. We anticipate net losses from its operations for the current year.

~~In June~~ ~~2001,~~Continuing operations ~~the~~provided ~~Financial~~cash ~~Accounting Standards Board ("FASB") issued Statement~~ of ~~Financial Accounting Standards ("SFAS") No~~$1.5 ~~141,~~million ~~"Business Combinations",~~and ~~SFAS No~~$3.9 ~~142,~~million ~~"Goodwill~~in ~~and~~the ~~Other~~six ~~Intangible~~months ~~Assets"~~ended May 4, 2003 and ~~SFAS No.~~May ~~143~~5, ~~"Accounting~~2002, ~~for Asset Retirement Obligations~~respectively." ~~SFAS~~The ~~No. 141~~decrease ~~requires~~in ~~that the purchase~~cash ~~method~~flow ofwas ~~accounting~~primarily bedue ~~used~~to ~~for~~higher ~~all~~incentive ~~business~~bonus ~~combinations,~~payments ~~establishes~~made ~~specific~~in ~~criteria~~the ~~for~~first ~~recognizing~~quarter ~~intangible~~of ~~assets~~2003. ~~separately~~Capital ~~from~~expenditures, ~~goodwill~~primarily ~~and requires certain disclosures regarding reasons~~ for amanufacturing ~~business~~equipment, ~~combination~~were ~~and the allocation of the purchase price paid~~$3. ~~SFAS No.~~5 ~~141~~million isin ~~effective~~the ~~for~~six ~~all~~months ended ~~business combinations initiated after June~~May 304, ~~2001~~2003 ~~and~~compared ~~for~~to ~~all~~$3.3 million ~~business combinations~~in ~~accounted for using~~ the ~~purchase~~six ~~accounting~~months ~~method~~ended ~~for which the date of acquisition is July~~May 15, ~~2001 or later~~2002. ~~SFAS~~We ~~No. 142~~expect ~~establishes that goodwill and certain intangible assets will no longer be amortized~~ to ~~earnings,~~spend ~~but~~approximately ~~instead tested for impairment at least annually~~$5.0 ~~SFAS~~to No$6.0 ~~143~~million ~~requires~~on ~~that~~capital ~~the~~expenditures, ~~fair~~primarily ~~value of a liability~~ for ~~an asset retirement obligation~~ bemanufacturing ~~recognized~~equipment, induring ~~the period in which it is incurred if a reasonable estimate of fair value can be made~~2003, ~~that~~comparable ~~the~~to ~~associated asset retirement costs be capitalized as part of~~ the ~~carrying~~$6.0 million ~~amount~~spent ofin ~~the asset~~2002. ~~and~~We ~~requires~~will ~~certain~~make ~~disclosures providing descriptions of~~ the ~~asset~~next ~~retirement~~semi-annual ~~obligations~~interest ~~and~~payment ~~reconciliations~~ of ~~changes in components of those obligations~~$4.2 million ~~Except~~on ~~for~~our ~~business~~Notes ~~combinations~~in ~~initiated after~~ June ~~30,~~2003. ~~2001,~~We weexpect ~~are required~~ to ~~adopt~~make the ~~provisions~~aforementioned ofpayments ~~SFAS~~with ~~No.'s~~cash ~~141,~~from ~~142~~operations and ~~143~~borrowings onunder ~~November 1, 2002. We do not expect~~ the ~~adoption of these statements to have a material impact on our results of operations or financial position~~Revolver.

~~In August~~ ~~2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement supersedes SFAS No. 121,~~As ~~"Accounting for the Impairment~~ of ~~Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and the accounting and reporting provisions of Accounting Principles Board ("APB") Opinion No.~~May 304, ~~"Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business and Extraordinary~~2003, ~~Unusual~~we ~~and~~had ~~Infrequently~~net ~~Occurring Events~~liabilities ~~and Transactions." SFAS No. 144 establishes accounting standards for the impairment~~ of ~~long-lived assets, excluding goodwill, and for long-lived assets to be disposed of~~$29. ~~SFAS No.~~0 ~~144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable~~million. ~~Recoverability~~Our ofability ~~assets~~ to bepay ~~held and used is measured by a comparison of~~ the ~~carrying~~interest ~~amount~~on, ofor ~~an asset~~ to ~~future net~~refinance ~~cash~~our ~~flows expected to be generated by the asset. If such assets are considered to be impaired~~debt, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or ~~fair value less costs~~ to ~~sell.~~fund ~~The~~planned ~~statement~~capital ~~retains~~expenditures, ~~the basic provisions of APB~~will ~~Opinion~~depend ~~No. 30~~on ~~for~~generating ~~the~~cash ~~presentation~~flow offrom ~~discontinued~~future operations ~~in the statement of operations but broadens that presentation to include a component of an entity (rather than a segment of a business)~~. We ~~are~~have ~~required~~had topositive ~~adopt~~cash ~~the~~flow ~~provisions~~from ofcontinuing ~~SFAS~~operations ~~No. 144~~during ~~on November 1, 2002 and do not expect~~ the ~~adoption~~past totwo ~~have~~fiscal ~~a material impact on our results of operations or financial position~~years.

~~In April 2002,~~Critical ~~the~~Accounting FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment of that statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking Fund Requirements". Under SFAS No. 4, all gains and losses from extinguishment of debt were required to be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. With the Policies

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. This requires us to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. From time to time, we may have the following allowances and/or accruals among others:

1.: Allowances for accounts receivable including a sales allowance and an allowance for bad debts;
2.: Allowances for inventory including allowances for obsolescence and shrinkage;
3.: Valuation allowances for deferred taxes;
4.: Accruals for cleanup at formerly operated sites; and
5.: Other expense accruals such as for litigation.

General Business and Economic Conditions

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 believe that the airbag initiator market in the United States has become, and will for the foreseeable future remain, closely tied with the fluctuations of the automotive market. In particular, our third quarter is affected by the automotive industry shutdown for the model year changeover. We are subject to price pressure from our customers which reduces our revenues through

lower ~~elimination~~standard ofunit ~~SFAS No~~pricing. 4, ~~gains~~We ~~and~~also ~~losses from extinguishment of debt~~ are toaffected beby ~~classified as extraordinary items only if they meet~~ the ~~criteria~~trend ~~for~~towards ~~extraordinary~~increased ~~items~~unit insales ~~APB Opinion No. 30, "Reporting the Results~~ of ~~Operations—Reporting~~lower ~~the~~cost ~~Effects~~standard ofproducts ~~Disposal~~as ofreplacements afor ~~Segment~~higher ofcost ~~Business,~~prior ~~and~~generation ~~Extraordinary,~~lead ~~Unusual~~wire ~~and~~products. ~~Infrequently Occurring Events and~~The ~~Transactions."~~retail ~~Applying~~automotive ~~the~~market ~~provisions~~remains ofvery ~~APB~~competitive ~~Opinion~~as ~~No. 30 will distinguish transactions that are part of an entity's recurring operations from those that are unusual or infrequent or that meet~~ the ~~classification of an extraordinary item. SFAS No.~~OEMs ~~145~~compete ~~also~~for ~~rescinds~~market ~~SFAS No~~share. ~~44,~~ ~~"Accounting~~During ~~for~~calendar ~~Intangible~~year ~~Assets~~2002 ~~of Motor Carriers,"~~ and ~~amends~~early ~~SFAS No. 13~~2003, ~~"Accounting for~~automobile ~~Leases,"~~manufacturers tohave ~~eliminate~~offered an ~~inconsistency~~array ~~between~~of ~~the~~incentives ~~required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic~~in ~~effects~~an ~~that~~effort ~~are similar~~ to ~~sale-leaseback~~sustain ~~transactions~~sales. This statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. We are required to adopt the provisions of SFAS No. 145 on November 1, 2002 and do not expect the adoption to have a material impact on our results of operations or financial position.

~~In June 2002, the FASB issued SFAS No. 146, "~~Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred, not when it is "planned". We are required to adopt the provisions of SFAS No. 144 for exit or disposal activities that are initiated after December 31, 2002 and do not expect the adoption to have a material impact on our results of operations or financial position. Developments

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). We are 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 we do not expect the adoption to have a material impact on our results of operations, financial position or liquidity.

In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities". The statement amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of SFAS No. 133, "Accounting for Derivatives and Hedging Activities". The changes in the statement are meant to result in more consistent reporting of contracts as either derivatives or hybrid instruments. We are required to adopt the provisions of SFAS No. 149 for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. We have only limited involvement in derivative financial instruments and do not hold or issue them for trading purposes. Foreign currency forward exchange contracts are selectively used to manage market risks related to changes in foreign exchange rates on transactions denominated in foreign currencies. There were no open contracts at May 4, 2003. We do not expect the adoption to have a material impact on our results of operations, financial position or liquidity.

In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Accounting Standards ("SFAS") No. 148, "Accounting for Stock- Based Compensation—Transition and Disclosure—an amendment of SFAS No. 123". This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation", to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We have chosen to continue to account for stock-based compensation 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 our stock at the date of the grant over the amount an employee must pay to acquire the stock. We adopted the interim disclosure provisions of SFAS No. 148 for financial reports for the quarter ended May 4, 2003 (see Note 2 to the Consolidated Financial Statements in Part 1). As the adoption of this standard involves disclosures only, we do not expect a material impact on our results of operations, financial position or liquidity.

with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred, not when it is "planned". We are required to adopt the provisions of SFAS No. 146 for exit or disposal activities that are initiated after December 31, 2002 and do not expect the adoption to have a material impact on our results of operations, financial position or liquidity.

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 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 ~~August~~May 4, ~~2002, we~~2003 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 value of the debt instrument. However, we do not have an obligation to repay the Notes prior to maturity in December 2008.

15 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 and accounting officer, respectively) have concluded, based on their evaluation as of a date within 90 days prior to the date of the filing of 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.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~CharTech~~ Defense ~~Suit~~Criminal Investigative Service Investigation. WeOur ~~conducted~~former aAerospace ~~mediation~~Division ~~with~~remains ~~CharTech~~the subject of an investigation by the Defense Criminal Investigative Service ("DCIS") of the Office of the Inspector General, ~~IsoVac~~Department ~~and~~of ~~George~~Defense, ~~Neff~~into allegations that ~~resulted~~SDI indeviated afrom ~~binding~~contractual ~~agreement~~requirements ~~setting forth~~relating ~~key~~to ~~terms~~the use of organic sealants. SDI responded to a subpoena in 1999 and met recently with the ~~settlement~~government regarding the status of ~~this~~the ~~dispute~~investigation. ~~Under~~The ~~these~~government ~~key~~has ~~terms~~indicated that it no longer is focusing on the sealant issue, but believes SDI ~~will~~may ~~pay~~have ~~CharTech~~deviated afrom ~~fee~~contractual ~~for~~requirements aregarding ~~non-exclusive~~other ~~license~~organic ~~under~~epoxy. We dispute the ~~CharTech~~government's ~~Patent~~interpretation ~~Rights~~of the contracts as precluding the use of the epoxy in question and have submitted to the government an expert report to that effect. ~~The~~One ~~pending~~potential ~~lawsuit~~consequence of civil proceedings or criminal charges, if filed, is the possibility that we towould be ~~dismissed~~suspended ~~with~~from ~~prejudice~~future asmilitary ~~part~~and federal government sales, and if convicted, debarred from such sales for a period of time. This would not be expected to materially affect our financial condition, results of operations or liquidity given the ~~terms.~~divestiture ~~The~~of ~~parties~~our ~~are~~Aerospace Division, which was completed in 2001. At this point, it is not possible to predict or assess the ~~process~~likelihood of ~~implementing~~an unfavorable outcome or predict the ~~settlement~~amount ~~agreement~~of potential liabilities.

~~Hermetic~~ OSHA ~~Seal Suit~~Investigation. WeOn ~~are~~September 1, a2000, ~~defendant~~an inaccidental ainitiation ~~civil~~incident ~~action~~occurred ~~entitled~~at ~~Hermetic~~our ~~Seal~~Moorpark ~~Corporation~~facility and ~~HCC~~two employees ~~Industries, Inc~~were injured. The State of California, Department of Industrial Relations, Division of Occupational Safety and Health ("Cal-OSHA") conducted a post-incident and v.process ~~Special~~safety ~~Devices~~management inspection, ~~Inc.~~ ~~pending~~which resulted in the ~~Superior~~issuance ~~Court~~in February 2001 of citations for alleged safety violations and proposed fines aggregating approximately $168,000. We appealed the ~~State~~citations, ofand ~~California~~the ~~for~~appeal was settled pursuant to a Settlement Agreement under which the ~~County~~aggregate amount of ~~Los~~fines ~~Angeles.~~was ~~The~~reduced ~~complaint~~to approximately $85,000, ~~filed~~payable in ~~August~~quarterly installments commencing on December 5, 2002. byBecause the accident resulted in a ~~former~~serious ~~supplier~~injury, ~~claims~~Cal-OSHA's ~~damages~~Bureau of Investigation conducted its own investigation to determine whether to refer inthe ~~excess~~matter ofto $2the District Attorney's Office for Ventura County.3 By letter dated May ~~million~~14, ~~for~~2003, ~~breach~~BOI ofadvised ~~contract.~~that Wethis ~~intend~~investigation tohad ~~vigorously~~been ~~defend~~completed and the ~~action~~criminal aspect of the case had been closed.

~~For~~ CharTech Suit. A lawsuit alleging that SDI willfully infringed two patents held by CharTech Engineering, Inc. ~~other~~("CharTech") ~~legal~~was ~~proceedings~~filed on July 14, ~~see~~2000, ~~our~~in ~~Annual~~the ~~Report~~U.S. onDistrict ~~Form~~Court for the Central District of California. We answered the complaint, asserted counterclaims against CharTech, and filed a third party complaint against CharTech, its related company Iso Vac Engineering, ~~10-K405~~Inc. ("IsoVac") and George Neff, a principal in both companies. Mediation resulted in a binding settlement agreement, under which we will pay CharTech a fee of $1,250,000 for a non-exclusive license under the ~~year~~CharTech ~~ended~~patent ~~October~~rights. The fee is payable in installments, with a total of $775,000 paid to date and the last installment payable on December 31, ~~2001~~2007. The pending lawsuit has been dismissed with prejudice pursuant to the terms of the settlement.

Hermetic Seal Suit. We are a defendant in a civil action entitled Hermetic Seal Corporation and HCC Industries, Inc. v. Special Devices, Inc. pending in the Superior Court of the State of California for the County of Los Angeles. The complaint, filed in ~~ITEM~~August 2002 by a former supplier, claimed damages in excess of $2.3 million ~~CHANGES~~for INbreach ~~SECURITIES~~of ~~AND~~contract. ~~USE~~We OFhave ~~PROCEEDS~~ reached an agreement in principle with the plaintiffs following a mediation, the terms of which will require us to make a payment of $530,000 in exchange for which plaintiffs will release us from certain known and unknown liabilities arising from any of their business dealings, including all liability we may have to the plaintiffs arising from the facts alleged in the lawsuit. The payment has been recorded as an expense in the statement of operations in the second quarter.

~~In May~~ ~~2002,~~For other welegal ~~granted certain employees options to purchase an aggregate of 500~~proceedings,~~400~~ ~~shares~~see of our ~~common~~Annual ~~stock~~Report aton anForm 10-K ~~exercise~~for ~~price of $20.00 per share pursuant to our Amended and Restated 1999 Stock Option Plan. The transaction was exempt from registration under~~ the ~~Securities~~year ~~Act~~ended ~~of 1933 (the "Act") pursuant to Rule~~November ~~701~~3, ~~under the Act~~2002.

ITEM 32 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(l)		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.
10.2(g)		Credit Agreement, dated as of December 15, 1998, among the Company, various banks and Bankers Trust Company, as Lead Arranger and Administrative Agent.
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 Inc., 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 Inc., 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 Inc., J.F. Lehman Equity Investors I, LP and JFL Co-Invest Partners I, LP.
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.
10.14(g)		Pledge Agreement, dated as of December 15, 1998, between Thomas Treinen Family Trust, by Thomas F. Treinen, trustee and J.F. Lehman & Company.
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 Inc., 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.
10.21(d)		Special Devices, Incorporated 401(k) Plan.
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.
10.34(h)		Second Amendment to Credit Agreement, dated January 26, 2000 among the Company, various banks, and Bankers Trust Company, as Lead Arranger or Administrative Agent.
10.35(k)		Third Amendment to Credit Agreement, dated June 7, 2000 among the Company, various banks, and Bankers Trust Company, as Lead Arranger or Administrative Agent.
10.36(k)		Fourth Amendment to Credit Agreement, dated September 18, 2000 among the Company, various banks, and Bankers Trust Company, as Lead Arranger or Administrative Agent.
10.37(j)		Fifth Amendment to Credit Agreement, dated January 12, 2001 among the Company, various banks, and Bankers Trust Company, as Lead Arranger or Administrative Agent.
10.38(k)		Capital Call Agreement dated September 18, 2000 among the Company, various banks, and Bankers Trust Company as Administrative Agent.
10.39(l)		First Amendment to Credit Agreement, dated July 14, 1999 among the Company, various banks, and Bankers Trust Company, as Lead Arranger or Administrative Agent.
10.40(l)		Sixth Amendment to Credit Agreement, dated April 25, 2001 among the Company, various banks, and Bankers Trust Company, as Lead Arranger or Administrative Agent.
10.41(m)		Partnership Agreement, dated as of June 26, 2001, among SDI Germany GmbH, Klaus-Jurgen Dittrich and Frank Dittrich.
10.42(m)		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(m)		Loan and Security Agreement, dated as of June 27, 2001, among the Company and Foothill Capital Corporation.
10.44(o)		Amended and Restated 1999 Stock Option Plan of the Company.
12.1(g)		Statement of Computation of Ratios of Earnings to Fixed Charges.
21.1(g)		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.
99.1(i)		Special Devices, Incorporated Press Release dated September 22, 2000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a): EXHIBITS

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, 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.
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		Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated July 17, 2002.
10.46		Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated October 23, 2002.
10.47		Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated March 28, 2003.
10.48		Consent and First Amendment to Loan Documents between the Company and Wells Fargo Foothill, Inc. dated April 16, 2003.
10.49		Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated June 13, 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.
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(k)		Special Devices, Incorporated Press Release dated May 14, 2001.
99.3(j)		Special Devices, Incorporated Press Release dated May 14, 2001.
99.4(k)		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(k)		Amendment No. 1 to Asset Purchase Agreement dated as of May 11, 2001.
99.6(l)		Lease Agreement, dated as of June 4, 2001, among the Company, Autosafe Airbag 14 (CA) LP and Autosafe Airbag 12 (CA) LP.
99.7(n)		Amendment No. 2 to Asset Purchase Agreement dated as of July 30, 2001.

None

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.

(a): Previously filed as Appendix A to the Company's Proxy Statement on Schedule 14A filed with the Commission on August 18, 1998 and incorporated herein by reference.
(b): Previously filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed with the Commission on December 10, 1998 and incorporated herein by reference.
(c): Previously filed as Exhibit 2.3 to the Company's Current Report on Form 8-K filed with the Commission on July 10, 1998 and incorporated herein by reference.
(d): Previously filed as an exhibit to Registration Statement on Form S-1 (File No. 33-40903) and incorporated herein by reference.
(e): Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1994 and incorporated herein by reference.
(f): Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996 and incorporated herein by reference.
(g): Previously filed as an exhibit to Registration Statement on Form S-4 (File No. 333-75869) and incorporated herein by reference.
(h): Previously filed as an exhibit to the Company's Annual Report on Form 10-K405 for the fiscal year ended October 31, 1999 and incorporated herein by reference.
(i): Previously filed as an exhibit to the Company's Current Report on Form 8-K filed with the Commission on October 6, 2000 and incorporated herein by reference.
(j): Previously filed as an exhibit to the Company's Current Report on Form 8-K filed with the Commission on May 25, 2001 and incorporated herein by reference.
(k): Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2001 and incorporated herein by reference.
(l): Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 29, 2001 and incorporated herein by reference.
(m): Previously filed as an exhibit to the Company's Annual Report on Form 10-K405 for the fiscal year ended October 31, 2001 and incorporated herein by reference.
(n): Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended May 5, 2002 and incorporated herein by reference.
(o): Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended November 3, 2002 and incorporated herein by reference.
(b): REPORTS ON FORM 8-K

None.

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: September 11, 2002		/s/ THOMAS W. CRESANTE Director, President and Chief Executive Officer (Principal Executive Officer)
Dated: June 13, 2003		/s/ THOMAS W. CRESANTE Director, President and Chief Executive Officer (Principal Executive Officer)
Dated: September 11, 2002		/s/ JAMES E. REEDER Vice President Finance (Principal Financial and Accounting Officer)
Dated: June 13, 2003		/s/ JAMES E. REEDER Vice President Finance (Principal Financial and Accounting Officer)

2021

CERTIFICATIONS

I, Thomas W. Cresante, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Special Devices, Incorporated;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c): presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: ~~September~~June 1113, ~~2002~~2003 /s/ THOMAS W. CRESANTE Director, President and Chief Executive Officer (Principal Executive Officer)

2122

CERTIFICATIONS

I, James E. Reeder, certify that:

1.

I have reviewed this quarterly report on Form 10-K of Special Devices, Incorporated;

2.

3.

4.

a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c): presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

Dated: ~~September~~June 1113, ~~2002~~2003 /s/ JAMES E. REEDER Vice President Finance (Principal Financial and Accounting Officer)

2223

QuickLinks

SPECIAL DEVICES, INCORPORATED INDEX TO QUARTERLY REPORT ON FORM 10-Q
SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited)
SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands) (Unaudited)
SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited)
SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

ITEM 4. CONTROLS AND PROCEDURES

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES
CERTIFICATIONS
CERTIFICATIONS

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