<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended
NOVEMBER 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from N/A to N/A
----- -----
Commission File No. 1-7755
SUMMA INDUSTRIES
(Name of registrant as specified in its charter)
DELAWARE 95-1240978
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
21250 HAWTHORNE BOULEVARD, SUITE 500, TORRANCE, CALIFORNIA 90503
(Address of principal executive offices, including zip code)
Registrant's Telephone Number: (310) 792-7024
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act 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 X No
--- ---
The number of shares of common stock outstanding as of December 15, 2000 was
4,238,801.
<PAGE>
SUMMA INDUSTRIES
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
August 31, 2000 and November 30, 2000 (unaudited) .................3
Condensed Consolidated Statements of Income (unaudited) -
three months ended November 30, 1999 and 2000......................4
Condensed Consolidated Statements of Cash Flows (unaudited) -
three months ended November 30,1999 and 2000.......................5
Notes to Condensed Consolidated Financial Statements (unaudited).. 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations..................10
PART II - OTHER INFORMATION.................................................13
Item 1. Legal Proceedings..................................................13
Item 2. Changes in Securities and Use of Proceeds..........................13
Item 3. Defaults upon Senior Securities....................................14
Item 4. Submission of Matters to a Vote of Security Holders................14
Item 5. Other Information..................................................14
Item 6. Exhibits and Reports on Form 8-K...................................14
Signature Page..............................................................15
</TABLE>
2
<PAGE>
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
August 31, 2000 November 30, 2000
ASSETS (unaudited)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $343,000 $1,459,000
Accounts receivable 17,867,000 20,465,000
Inventories 12,921,000 15,033,000
Prepaid expenses and other 1,651,000 2,098,000
----------------------------------------------------------------------------------------------------------------------
Total current assets 32,782,000 39,055,000
----------------------------------------------------------------------------------------------------------------------
Property, plant and equipment 42,501,000 47,734,000
Less accumulated depreciation 15,545,000 16,833,000
----------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 26,956,000 30,901,000
----------------------------------------------------------------------------------------------------------------------
Other assets 214,000 214,000
Goodwill and other intangibles, net 29,988,000 31,682,000
----------------------------------------------------------------------------------------------------------------------
Total assets $89,940,000 $101,852,000
======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $6,869,000 $6,420,000
Accrued liabilities 6,451,000 6,658,000
Current maturities of long-term debt 6,701,000 9,259,000
----------------------------------------------------------------------------------------------------------------------
Total current liabilities 20,021,000 22,337,000
----------------------------------------------------------------------------------------------------------------------
Long-term debt, net of current maturities 25,777,000 34,163,000
Other long-term liabilities 3,082,000 3,075,000
----------------------------------------------------------------------------------------------------------------------
Total liabilities 48,880,000 59,575,000
----------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, par value $.001; 10,000,000 shares authorized;
issued and outstanding: 4,224,715 at August 31, 2000
and 4,235,225 at November 30, 2000 17,586,000 17,686,000
Retained earnings 23,474,000 24,666,000
Accumulated other comprehensive income --- (75,000)
----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 41,060,000 42,277,000
----------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $89,940,000 $101,852,000
======================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three months ended November 30
----------------------------------------------------------------------------------------------------------------------
1999 2000
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $28,569,000 $31,545,000
Cost of sales 20,297,000 22,975,000
----------------------------------------------------------------------------------------------------------------------
Gross profit 8,272,000 8,570,000
Selling, general, administrative and other expenses 5,050,000 5,809,000
----------------------------------------------------------------------------------------------------------------------
Operating income 3,222,000 2,761,000
Interest expense 679,000 915,000
----------------------------------------------------------------------------------------------------------------------
Income before income taxes 2,543,000 1,846,000
Provision for income taxes 940,000 654,000
----------------------------------------------------------------------------------------------------------------------
Net income $1,603,000 $1,192,000
======================================================================================================================
Earnings per common share
Basic $.37 $.28
Diluted $.35 $.27
======================================================================================================================
Weighted average common shares outstanding
Basic 4,324,000 4,231,000
Diluted 4,584,000 4,446,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three months ended November 30
--------------------------------------------------------------------------------------------------------------------
1999 2000
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net income $1,603,000 $1,192,000
--------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 1,185,000 1,315,000
Amortization 242,000 246,000
Net change in assets and liabilities, net of effects of
acquisitions:
Accounts receivable 733,000 (116,000)
Inventories (543,000) 124,000
Prepaid expenses and other assets (265,000) (245,000)
Accounts payable (1,103,000) (1,098,000)
Accrued liabilities (679,000) (821,000)
--------------------------------------------------------------------------------------------------------------------
Total adjustments (430,000) (595,000)
--------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,173,000 597,000
--------------------------------------------------------------------------------------------------------------------
Investing activities:
Acquisition of businesses (Note 5) (1,521,000) (10,173,000)
Purchases of property and equipment (778,000) (755,000)
Purchase of patent (95,000) ---
Proceeds from cash surrender value of life insurance --- 403,000
--------------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (2,394,000) (10,525,000)
--------------------------------------------------------------------------------------------------------------------
Financing activities:
Net proceeds from line of credit 3,159,000 680,000
Proceeds from issuance of long-term debt --- 13,858,000
Payments on long-term debt (2,188,000) (3,594,000)
Proceeds from the exercise of stock options 128,000 38,000
Proceeds from sale of common stock --- 62,000
Purchases of common stock (102,000) ---
--------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 997,000 11,044,000
--------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (224,000) 1,116,000
Cash and cash equivalents, beginning of period 1,148,000 343,000
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $924,000 $1,459,000
====================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
SUMMA INDUSTRIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Summa Industries
(the "Company"), have been condensed in certain respects and should, therefor,
be read in conjunction with the audited financial statements and notes related
thereto contained in the Company's Annual Report on Form 10-K for the year ended
August 31, 2000. In the opinion of the Company, the accompanying unaudited
interim condensed consolidated financial statements contain all adjustments
necessary for a fair presentation for the interim period, all of which were
normal recurring adjustments. The results of operations for the three months
ended November 30, 2000 are not necessarily indicative of the results to be
expected for the full year ending August 31, 2001.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company adopted Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and for Hedging Activities", which
establishes standards for reporting and disclosure of derivative and hedging
instruments, in the first quarter of fiscal 2001. There was no effect on
reported income. (See Note 6., "Comprehensive Income - derivative financial
instruments", below.)
The Company adopted Securities and Exchange Commission Staff Accounting Bulletin
No. 101, ("SAB101"), "Revenue Recognition in Financial Statements", in the first
quarter of fiscal 2001. The adoption of SAB101 had no effect on the Company's
financial statements.
2. INVENTORIES
Inventories were as follows:
<TABLE>
<CAPTION>
August 31, 2000 November 30, 2000
--------------- -----------------
(audited)
<S> <C> <C>
Finished goods......... $5,292,000 $7,059,000
Work in process........ 312,000 627,000
Materials and parts.... 7,317,000 7,347,000
--------- -----------
$12,921,000 $15,033,000
=========== ===========
</TABLE>
6
<PAGE>
3. DILUTED EARNINGS PER SHARE
Diluted earnings per share were calculated using the "treasury stock" method as
if dilutive stock options and warrants had been exercised and the funds were
used to purchase common shares at the average market price during the period.
<TABLE>
<CAPTION>
Three months ended
November 30
1999 2000
---- ----
<S> <C> <C>
Weighted average shares outstanding - basic..............4,324,000 4,231,000
Effect of dilutive securities:
Impact of common shares to be issued under
stock option plans................................. 246,000 215,000
Impact of common shares to be issued with
Respect to warrants................................ 14,000 --
--------- ---------
Weighted average shares outstanding - diluted............4,584,000 4,446,000
========= =========
</TABLE>
4. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Three months ended
November 30
1999 2000
---- ----
<S> <C> <C>
Cash paid during the period:
Interest............................................. $885,000 $874,000
Income taxes......................................... 222,000 17,000
Non-cash investing and financing activities:
Details of acquisitions
Fair value of assets acquired.......................$2,533,000 $12,710,000
Liabilities assumed or incurred......................(893,000) (1,550,000)
--------- -----------
Cash paid..........................................1,640,000 11,160,000
Less cash acquired.................................(119,000) (987,000)
--------- ---------
Net cash used in acquisitions..................$1,521,000 $10,173,000
========= ===========
</TABLE>
5. ACQUISITIONS
On September 1, 1999, Summa acquired substantially all of the assets of
Broadview Injection Molding Co., Inc. ("Broadview"). The aggregate purchase
price paid for Broadview consisted of $1,640,000 in cash, a note for $503,000,
subsequently paid, liabilities assumed or incurred of $364,000 and acquisition
costs of $26,000. The transaction has been accounted for using the purchase
method of accounting, and accordingly, the purchase price has been allocated to
identifiable tangible and intangible assets purchased and liabilities assumed or
incurred based upon their fair value at the date of acquisition. The excess of
the purchase price over the fair value of net acquired assets was $237,000 and
has been recorded as goodwill, which is being amortized on a straight-line basis
over 15 years.
On May 5, 2000, Summa acquired substantially all of the assets of
Yarbrough-Timco. The aggregate purchase price paid for Yarbrough-Timco consisted
of $150,000 in cash, a note payable to the seller in the amount of $50,000,
liabilities assumed or incurred of $124,000 and acquisition costs of $25,000.
The transaction has been accounted for using the purchase method of accounting,
and accordingly, the purchase price has been allocated to identifiable tangible
and intangible assets purchased and liabilities assumed or incurred based upon
their fair value at the date of acquisition. The excess of the purchase price
over the fair value of net
7
<PAGE>
acquired assets was $100,000 and has been recorded as goodwill, which is being
amortized on a straight-line basis over 15 years.
On October 5, 2000, Summa acquired all of the outstanding capital stock of
Plastic Specialties, Inc. ("PSI"). The aggregate purchase price paid for PSI
consisted of $6,287,000 in cash, $4,873,000 in assumed debt, concurrently paid,
preliminary liabilities assumed or incurred of $1,500,000 and acquisition costs
of $50,000. The transaction has been accounted for using the purchase method of
accounting, and accordingly, the purchase price has been allocated to
identifiable tangible and intangible assets purchased and liabilities assumed or
incurred based upon their fair value at the date of acquisition. The excess of
the purchase price over the fair value of net acquired assets was $1,940,000 and
has been recorded as goodwill, which is being amortized on a straight-line basis
over 35 years.
The results of operations of each of the above described acquisitions have been
included in the consolidated results of operations and statements of cash flows
of the Company since the date of acquisition. The following pro forma financial
information presents the results of operations of the Company with Plastic
Specialties, Inc. as though the acquisition had been made as of September 1,
1999. Pro forma adjustments have been made to give the effect to the
amortization of goodwill, adjustments in depreciation and inventory value,
interest expense related to acquisition debt and the related tax effects. The
following pro forma financial information does not include adjustments to give
effect to the Broadview and Yarbrough-Timco acquisitions as such adjustments
would not be material.
<TABLE>
<CAPTION>
Three months ended
November 30
1999 2000
---- ----
<S> <C> <C>
Net sales............................$33,042,000 $33,289,000
Net income .......................... 1,631,000 1,227,000
Income per common share:
Basic............................. $.38 $.29
Diluted........................... $.36 $.28
</TABLE>
The pro forma results in the preceding table are not necessarily indicative of
what the actual consolidated results of operations might have been if the
acquisition of Plastic Specialties, Inc. had been effective at September 1, 1999
or the results which may be achieved in the future.
6. COMPREHENSIVE INCOME - DERIVATIVE FINANCIAL INSTRUMENTS
As part of its interest rate management program, the Company periodically enters
into interest rate swap agreements with respect to portions of its outstanding
debt. The purpose of these swaps is to mitigate the adverse effect of an
increase in interest rates. The interest rate swap agreements in place at
November 30, 2000 effectively convert $10,200,000 of the Company's variable rate
debt to a weighted average fixed rate of 9.2%. The swap agreements expire on
varying dates through September 2002. If the Company had terminated its interest
rate swap agreements at November 30, 2000, the Company would have incurred the
obligation to pay $121,000. Total comprehensive income was $1,603,000 for the
quarter ended November 30, 1999 and $1,117,000 for the quarter ended November
30, 2000. The Company has accounted for this amount on its balance sheet.
8
<PAGE>
7. SEGMENT REPORTING
<TABLE>
<CAPTION>
Three months ended
November 30
1999 2000
---- ----
<S> <C> <C>
Net sales
Engineered polymer components..... $24,457,000 $26,481,000
Extruded plastic products......... 4,112,000 5,064,000
--------- ---------
Consolidated...................... $28,569,000 $31,545,000
Operating profit
Engineered polymer components..... $3,303,000 $3,327,000
Extruded plastic products......... 172,000 (248,000)
All other......................... (253,000) (318,000)
--------- ---------
Consolidated ..................... $3,222,000 $2,761,000
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Identifiable assets August 31, 2000 November 30, 2000
--------------- -----------------
<S> <C> <C>
Engineered polymer components..... $72,003,000 $80,682,000
Extruded plastic products......... 16,457,000 19,345,000
All other......................... 1,480,000 1,825,000
--------- ---------
Consolidated...................... $89,940,000 $101,852,000
=========== ============
</TABLE>
Interest expense and income taxes are not shown in the above table, as they are
not fully allocated by segment. "All other" includes corporate and other
non-operating items not allocated by segment.
8. SUBSEQUENT EVENT
On December 1, 2000, Summa acquired substantially all of the assets of the Ram
Belts & Chains division ("Ram") of Rainbow Industrial Products Corp. The
aggregate purchase price paid for the Ram business assets consisted of
$5,825,000 in cash, a unsecured note payable to the sellers in the amount of
$750,000, liabilities assumed or incurred to be determined, and acquisition
costs of $25,000. The transaction will be accounted for using the purchase
method of accounting. Funds for the transaction were provided by the Company's
bank line of credit.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Statements contained in this Quarterly Report on Form 10-Q, which are not purely
historical, are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including but not limited to statements regarding Summa's expectations,
hopes, beliefs, intentions or strategies regarding the future, such as those set
forth in Part II, Item 1 "Legal Proceedings" below. Actual results could differ
materially from those projected in any forward-looking statements as a result of
a number of factors, including those detailed in this "Management's Discussion
and Analysis" section and elsewhere herein and in the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 2000. The forward-looking
statements are made as of the date hereof, and the Company assumes no obligation
to update the forward-looking statements, or to update the reasons why actual
results could differ materially from those projected in the forward-looking
statements.
Summa manufactures diverse plastic products in two segments: Engineered Polymer
Components and Extruded Plastic Products. Summa designs and manufactures
injection-molded and thermo-formed plastic optical components for OEM customers
in the lighting industry; modular plastic conveyor belt and chain for the food
processing industry; engineered plastic fittings, valves, filters and tubing for
the agricultural irrigation industry; molded plastic coil forms ("bobbins") for
use in transformers, motors, relays and switches; extruded plastic sheet with
smooth or textured surfaces in various colors and sizes for diverse industrial
applications, and other molded and extruded plastic components for diverse
industries.
Growth has been achieved by acquisition, development of new products and
expansion of the Company's sales organization. There can be no assurance that
Summa will be able to continue to consummate acquisitions, develop new products
or expand sales to sustain rates of revenue growth and profitability in future
periods comparable to those experienced in the past several years. Any future
success that the Company may achieve will depend upon many factors including
factors which may be beyond the control of Summa or which cannot be predicted at
this time. See "Risk Factors" in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 2000.
RESULTS OF OPERATIONS
The following table sets forth certain information, derived from Summa's
unaudited consolidated statements of income from continuing operations, as a
percent of sales for the three-month periods ended November 30, 1999 and 2000,
and the Company's effective income tax rate during those periods:
<TABLE>
<CAPTION>
Three months ended
November 30
1999 2000
---- ----
<S> <C> <C>
Net sales........................... 100.0% 100.0%
Cost of sales....................... 71.0% 72.8%
----- -----
Gross profit........................ 29.0% 27.2%
S,G & A and other expenses.......... 17.7% 18.4%
----- -----
Operating income.................... 11.3% 8.8%
Interest expense, net............... 2.4% 2.9%
---- ----
Income before tax................... 8.9% 5.9%
Provision for income taxes.......... 3.3% 2.1%
---- ----
Net income.......................... 5.6% 3.8%
==== ====
Effective tax rate.................. 37.0% 35.4%
</TABLE>
10
<PAGE>
Sales for the first quarter ended November 30, 2000 increased $2,976,000, or
10%, compared to the same period in the prior year, due to the inclusion of the
sales of newly acquired operations. Same business sales in the first quarter
were up 1% in the Engineered Polymer Components segment, up 1% in the Extruded
Plastic Products segment, and up 1% overall, compared to the first quarter of
the prior fiscal year.
Gross profit for the first quarter increased $298,000, or 4%, from the
comparable prior year period, primarily due to the incremental contribution of
recently acquired operations. Gross margin as a percentage of sales decreased
from 29.0% to 27.2% due to inflation in costs not fully passed through to
customers by selling price increases.
Operating expenses for the three months ended November 30, 2000 increased
$759,000, or 15%, from the comparable prior year period, primarily due to the
inclusion of the operating expenses of recently acquired businesses. As a
percentage of sales, operating expenses increased from 17.7% to 18.4%, primarily
as a result of the blending of the newly acquired operations with higher
operating expenses as a percentage of sales. Operating margin for the quarter
decreased from 11.3% in the first quarter of fiscal 2000 to 8.8% in the first
quarter of fiscal 2001, as a result of the changes in gross margin and operating
expenses discussed above.
Net interest expense for the first quarter ended November 30, 2000 increased
$236,000 from the prior year first quarter, primarily due to increased debt
levels related to acquisitions and increases in rates.
The decrease in the effective tax rate in the first quarter of fiscal 2001
versus fiscal 2000, from 37.0% to 35.4%, is due to a lower effective combined
state income tax rate and increased foreign sales corporation tax benefit.
The Company's backlog of unfilled orders, believed to be firm, increased from
$9,886,000 at August 31, 2000 to $10,696,000 at November 30, 2000 due to the
inclusion of the backlog of a recently acquired operation. Because the time
between entering an order and shipping the product and recording a sale is
typically shorter than one month, backlog levels are not a reliable indicator of
future sales volume.
The following tables set forth the relative contribution of each of Summa's
reportable segments to the sales and operating income of the entire Company and
the operating margins of each segment:
RELATIVE CONTRIBUTION BY SEGMENT
<TABLE>
<CAPTION>
Three months ended
November 30
1999 2000
---- ----
<S> <C> <C>
Net sales
Engineered polymer components........... 85.6% 84.0%
Extruded plastic products............... 14.4% 16.0%
----- -----
Consolidated............................ 100.0% 100.0%
Operating profit
Engineered polymer components........... 102.5% 120.5%
Extruded plastic products............... 5.3% (9.0)%
All other............................... (7.8)% (11.5)%
------ -------
Consolidated............................ 100.0% 100.0%
</TABLE>
11
<PAGE>
OPERATING MARGIN BY SEGMENT
<TABLE>
<CAPTION>
Three months ended
November 30
1999 2000
---- ----
<S> <C> <C>
Engineered polymer components...... 13.5% 12.6%
Extruded plastic products.......... 4.2% (4.9)%
Consolidated....................... 11.3% 8.8%
</TABLE>
The increases in the sales of engineered polymer components and of extruded
plastic products is due primarily to the inclusion of the sales of newly
acquired operations. The change in operating profit of the extruded plastic
products is due primarily to increased material and manufacturing costs not
passed through to customers because of competitive conditions and to certain
non-recurring items in the prior fiscal year first quarter.
The increase in assets in the engineered components segment is due primarily to
the inclusion of the assets of recently acquired operations. The increase in
assets in the extruded plastic products segment is due to the inclusion of the
assets of recently acquired operations offset by a decrease in the assets of the
previously owned operations.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL. The Company's working capital at November 30, 2000 was
$16,718,000, compared to $12,761,000 at August 31, 2000. The increase was
primarily associated with the inclusion of the assets and liabilities of a
recently acquired operation.
FINANCING ARRANGEMENTS. The Company has several debt relationships as described
below. Substantially all of the Company's assets are pledged to secure debt. The
term debt and revolving line of credit require compliance with financial and
operating covenants.
Summary of the Company's debt at November 30, 2000:
<TABLE>
<CAPTION>
Weighted
Average
Interest Additional
Description of Debt Balance Rate Availability Due
------------------- ------- ---- ------------ ---
<S> <C> <C> <C> <C>
Bank line of credit................. $9,956,000 8.7% $15,044,000 2002
Bank term loans..................... 27,979,000 9.0% --- 2001-2005
Industrial revenue bonds and other.. 5,487,000 6.8% --- 2000-2021
----------- ---- -----------
Total debt.......................... $43,422,000 8.7% $15,044,000
=========== ==== ===========
</TABLE>
During the quarter, the Company utilized the remaining acquisition facility of
$12,800,000 to facilitate the PSI and RAM transactions. (See footnotes 5 and 8
to unaudited consolidated financial statements in this report on form 10-Q.)
Interest rates on most of the bank term loans are fixed for periods of one to
five years. Interest rates on the remainder of the bank term loans and the bank
line of credit are based on LIBOR, are subject to market
12
<PAGE>
fluctuation and are subject to reduction as the Company achieves certain
financial milestones.
Net cash provided by operating activities in the first quarter of fiscal 2001
was $597,000, $576,000 less than in the first quarter of fiscal 2000, primarily
due to lower net income and changes in components of working capital.
Cash used in investing activities in the first quarter of fiscal 2001 was
$10,525,000 vs. $2,394,000 in the first quarter of fiscal 2000, primarily due to
the acquisition of PSI (see Note 5) in 2001 compared to a much smaller
acquisition made in 2000.
Cash provided by financing activities was $11,044,000 in the first quarter of
fiscal 2001 vs. $997,000 in fiscal 2000, primarily due to increased bank
borrowings to facilitate the PSI transaction.
Summa believes that cash flows from operations and existing credit facilities
will be sufficient to fund working capital requirements, planned capital
expenditures and debt service for the next twelve months. The Company has a
strategy of growth by acquisition. In the event an acquisition plan is adopted
which requires funds exceeding the availability described above, an alternate
source of funds to accomplish the acquisition would have to be developed. The
Company has 10,000,000 shares of common stock authorized, of which 4,235,225
shares were outstanding at November 30, 2000 and 5,000,000 shares of "blank
check" preferred stock authorized, of which none is outstanding. The Company
could issue additional shares of common or preferred stock or enter into new or
revised borrowing arrangements to raise funds.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Except for the outstanding debt and related variable interest rates set forth in
"Managements' Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" above, there are no material
changes to the disclosure set forth in Item 7A of the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company encounters lawsuits from time to time in the ordinary course of
business and, at November 30, 2000, the Company or its affiliates were parties
to several civil lawsuits. Any losses that the Company may suffer from current
or future lawsuits, and the effect such litigation may have upon the reputation
and marketability of the Company's products, could have a material adverse
impact on the results of future operations, the financial condition and
prospects of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On December 1, 2000, following the acquisition of Plastic Specialties, Inc.
("PSI"), the Company sold 5,861 restricted shares of the Company's common stock
to certain management employees of PSI, at the then current market price, for a
total consideration of $62,000, and granted non-qualified stock options to
certain PSI employees, at the then current market price. The options will vest
based on the percentage obtained by dividing the cumulative net income of PSI
after October 5, 2000 by $3.0 million, or fully in nine years. Proceeds were
used to reduce debt.
13
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Prior to October 1986, a previously owned business unit of one of the Company's
subsidiaries operated a facility on property within an area subsequently
designated as a federal Superfund site. In 1997, the Company learned that
hazardous substances had been detected in the soil at the property and that the
current owner had been requested by a state agency to undertake additional
investigation at the property. The Company also became aware that the property
has been subject to a general notice letter issued by the United States
Environmental Protection Agency under the federal Superfund law. The Company, as
the successor to one of several prior tenants of the property, may be held
responsible for the contamination at the site regardless of whether its
subsidiary caused the contamination. The Company does not believe it is
responsible for any contamination at the property, and has not been notified or
contacted by any governmental authority in that regard, nor named in any
proceeding relating to the property. However, if the Company were held liable
under federal Superfund law, or other environmental law, or had to defend itself
against such a claim, the consequences could be material to the Company's
results of operations and financial position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
2.1 Stock Purchase Agreement dated October 4, 2000 among Registrant and
the individuals and entities who were all of the shareholders of PSI
relating to the purchase of PSI by Registrant. (1)
10.1 Plastic Specialties, Inc. Acquisition Stock Option Plan providing for
the issuance of options to purchase up to 50,000 shares of
Registrant's common stock. (1)
27.1 Financial Data Schedule *
--------------------
(1) Incorporated by reference from the Company's Form 8-K dated
October 5, 2000 relating to the acquisition of Plastic
Specialties, Inc.
* Filed herewith.
(b) CURRENT REPORTS ON FORM 8-K.
Form 8-K dated October 5, 2000 relating to the acquisition of Plastic
Specialties, Inc. by the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on December 21, 2000.
SUMMA INDUSTRIES
/s/ James R. Swartwout /s/ Trygve M. Thoresen
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James R. Swartwout Trygve M. Thoresen
President and Chief Financial Officer Vice President and Secretary
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