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
FEBRUARY 28, 2001
[ ] 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 March 15, 2001 was
4,258,801.
SUMMA INDUSTRIES
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
August 31, 2000 and February 28, 2001 (unaudited) ............................................3
Condensed Consolidated Statements of Income (unaudited) - three months
and six months ended February 29, 2000 and February 28, 2001..................................4
Condensed Consolidated Statements of Cash Flows (unaudited) - six months
ended February 29, 2000 and February 28, 2001.................................................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
Item 1. Legal Proceedings............................................................................14
Item 2. Changes in Securities and Use of Proceeds....................................................14
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.............................................................15
Signature Page........................................................................................15
2
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED BALANCE SHEETS
August 31, 2000 February 28, 2001
ASSETS (unaudited)
------------------------------------------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 343,000 $ 1,593,000
Accounts receivable 17,867,000 20,433,000
Inventories 12,921,000 15,240,000
Prepaid expenses and other 1,651,000 2,345,000
------------------------------------------------------------------------------------------------------------------
Total current assets 32,782,000 39,611,000
------------------------------------------------------------------------------------------------------------------
Property, plant and equipment 42,501,000 48,932,000
Less accumulated depreciation 15,545,000 18,293,000
------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 26,956,000 30,639,000
------------------------------------------------------------------------------------------------------------------
Other assets 214,000 284,000
Goodwill and other intangibles, net 29,988,000 35,296,000
------------------------------------------------------------------------------------------------------------------
Total assets $89,940,000 $105,830,000
==================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 6,869,000 $ 8,478,000
Accrued liabilities 6,451,000 5,227,000
Current maturities of long-term debt 6,701,000 9,042,000
------------------------------------------------------------------------------------------------------------------
Total current liabilities 20,021,000 22,747,000
------------------------------------------------------------------------------------------------------------------
Long-term debt, net of current maturities 25,777,000 36,980,000
Other long-term liabilities 3,082,000 3,172,000
------------------------------------------------------------------------------------------------------------------
Total liabilities 48,880,000 62,899,000
------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, par value $.001; 10,000,000 shares authorized; issued and
outstanding:
4,224,715 at August 31, 2000 and 4,248,801 at February 28, 2001 17,586,000 17,760,000
Retained earnings 23,474,000 25,323,000
Accumulated other comprehensive income --- (152,000)
------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 41,060,000 42,931,000
------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $89,940,000 $105,830,000
==================================================================================================================
See accompanying notes to condensed consolidated financial statements.
3
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three months ended Six months ended
Feb 29, 2000 Feb 28, 2001 Feb 29, 2000 Feb 28, 2001
- ------------------------------------------------------------------------------------------------------------------------
Net sales $30,023,000 $31,441,000 $58,592,000 $62,986,000
Cost of sales 21,163,000 23,208,000 41,460,000 46,183,000
- ------------------------------------------------------------------------------------------------------------------------
Gross profit 8,860,000 8,233,000 17,132,000 16,803,000
Selling, general, administrative and other expenses 5,493,000 6,222,000 10,543,000 12,031,000
- ------------------------------------------------------------------------------------------------------------------------
Operating income 3,367,000 2,011,000 6,589,000 4,772,000
Interest expense 746,000 1,056,000 1,425,000 1,971,000
- ------------------------------------------------------------------------------------------------------------------------
Income before income taxes 2,621,000 955,000 5,164,000 2,801,000
Provision for income taxes 974,000 298,000 1,914,000 952,000
- ------------------------------------------------------------------------------------------------------------------------
Net income $ 1,647,000 $ 657,000 $ 3,250,000 $ 1,849,000
========================================================================================================================
Earnings per common share
Basic $.38 $.15 $.75 $.44
Diluted $.36 $.15 $.71 $.42
- ------------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding
Basic 4,310,000 4,245,000 4,317,000 4,238,000
Diluted 4,524,000 4,399,000 4,554,000 4,423,000
- ------------------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
4
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six months ended
Feb 29, 2000 Feb 28, 2001
- ---------------------------------------------------------------------------------------------------------------
Operating activities:
Net income $3,250,000 $1,849,000
- ---------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 2,388,000 2,871,000
Amortization 481,000 536,000
(Gain) on disposition of property, plant and equipment (9,000) (184,000)
Net change in assets and liabilities, net of effects of acquisitions:
Accounts receivable (1,582,000) 539,000
Inventories (130,000) 1,129,000
Prepaid expenses and other assets (240,000) (318,000)
Accounts payable (139,000) 696,000
Accrued liabilities (907,000) (2,476,000)
- ---------------------------------------------------------------------------------------------------------------
Total adjustments (138,000) 2,793,000
- ---------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 3,112,000 4,642,000
- ---------------------------------------------------------------------------------------------------------------
Investing activities:
Acquisition of businesses (Note 5) (2,024,000) (15,998,000)
Purchases of property and equipment (1,433,000) (1,630,000)
Purchase of patent (95,000) ---
Proceeds from sale of property and equipment --- 865,000
Proceeds from insurance claim --- 403,000
- ---------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (3,552,000) (16,360,000)
- ---------------------------------------------------------------------------------------------------------------
Financing activities:
Net proceeds from line of credit 3,742,000 2,049,000
Proceeds from issuance of long-term debt 2,200,000 15,306,000
Payments on long-term debt (5,428,000) (4,561,000)
Proceeds from the exercise of stock options 234,000 112,000
Proceeds from sale of common stock --- 62,000
Purchases of common stock (569,000) ---
- ---------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 179,000 12,968,000
- ---------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (261,000) 1,250,000
Cash and cash equivalents, beginning of period 1,148,000 343,000
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 887,000 $1,593,000
===============================================================================================================
See accompanying notes to condensed consolidated financial statements.
5
SUMMA INDUSTRIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2001
(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 consolidated 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 six
months ended February 28, 2001 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, "Revenue Recognition in Financial Statements" ("SAB101"), in the first
quarter of fiscal 2001. The adoption of SAB101 had no effect on the Company's
consolidated financial statements.
2. INVENTORIES
Inventories were as follows:
AUGUST 31, 2000 FEBRUARY 28, 2001
--------------- -----------------
(audited)
Finished goods........................ $5,292,000 $7,524,000
Work in process....................... 312,000 520,000
Materials and parts................... 7,317,000 7,196,000
--------- ---------
$12,921,000 $15,240,000
=========== ===========
6
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.
Three months ended Six months ended
FEB 29, 2000 FEB 28, 2001 FEB 29, 2000 FEB 28, 2001
------------ ------------ ------------ ------------
Weighted average shares outstanding - basic................. 4,310,000 4,245,000 4,317,000 4,238,000
Effect of dilutive securities:
Impact of common shares to be issued under
stock option plans.................................... 213,000 154,000 229,000 185,000
Impact of common shares to be issued with
respect to warrants................................... 1,000 --- 8,000 ---
--------- --------- --------- ---------
Weighted average shares outstanding - diluted............... 4,524,000 4,399,000 4,554,000 4,423,000
========= ========= ========= =========
4. SUPPLEMENTAL CASH FLOW INFORMATION
Six months ended
FEB 29, 2000 FEB 28, 2001
------------ ------------
Cash paid during the period:
Interest.............................................................. $1,565,000 $ 1,934,000
Income taxes.......................................................... $1,237,000 $ 1,109,000
Non-cash investing and financing activities:
Details of acquisitions
Fair value of assets acquired......................................... $2,533,000 $19,793,000
Liabilities assumed or incurred....................................... (390,000) (2,808,000)
------------ ------------
Cash paid........................................................... 2,143,000 16,985,000
Less cash acquired.................................................. (119,000) (987,000)
------------ ------------
Net cash used in acquisitions................................... $2,024,000 $15,998,000
============ ============
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 acquired assets was $100,000 and has been recorded as
goodwill, which is being amortized on a straight-line basis over 15 years.
7
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.
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 Ram consisted of $5,825,000 in cash, an
unsecured note for $750,000, liabilities assumed or incurred of $483,000 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
acquired assets was $3,892,000 and has been recorded as goodwill, which is being
amortized on a straight-line basis over 25 years.
The Company utilized its remaining bank acquisition facility of $12,800,000 to
facilitate the PSI and Ram acquisitions.
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 PSI as though
the acquisition had been made as of September 1, 1999. Pro forma adjustments
have been made to give 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, Yarbrough-Timco or Ram
acquisitions, as such adjustments would not be material.
Three months ended Six months ended
FEB 29, 2000 FEB 28, 2001 FEB 29, 2000 FEB 28, 2001
------------ ------------ ------------ ------------
Net sales......................................$34,496,000 $31,441,000 $67,538,000 $64,730,000
Net income..................................... 1,675,000 657,000 3,314,000 1,884,000
Income per common share:
basic................................. $.39 $.15 $.77 $.44
diluted .............................. $.37 $.15 $.73 $.43
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 PSI had been effective at September 1, 1999 or the results which
may be achieved in the future.
8
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
February 28, 2001 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. The unrealized gain or loss on interest
rate swaps is the Company's only other comprehensive income.
Three months ended Six months ended
FEB 29, 2000 FEB 28, 2001 FEB 29, 2000 FEB 28, 2001
------------ ------------ ------------ ------------
Net income......................... $1,647,000 $657,000 $3,250,000 $1,849,000
Other comprehensive income (loss) --- (77,000) --- (152,000)
---------- -------- ------------ ------------
Total comprehensive income (loss) $1,647,000 $580,000 $3,250,000 $1,697,000
========== ======== ============ ============
7. SEGMENT REPORTING
Three months ended Six months ended
FEB 29, 2000 FEB 28, 2001 FEB 29, 2000 FEB 28, 2001
------------ ------------ ------------ ------------
Net sales:
Engineered polymer components.......... $25,064,000 $26,113,000 $49,521,000 $52,594,000
Extruded plastic products.............. 4,959,000 5,328,000 9,071,000 10,392,000
--------- --------- --------- ----------
Consolidated........................... 30,023,000 31,441,000 58,592,000 62,986,000
========== ========== ========== ==========
Operating income:
Engineered polymer components.......... 3,421,000 2,973,000 6,724,000 6,300,000
Extruded plastic products.............. 348,000 (529,000) 520,000 (777,000)
All other.............................. (402,000) (433,000) (655,000) (751,000)
--------- --------- --------- ---------
Consolidated .......................... $3,367,000 $2,011,000 $6,589,000 $4,772,000
========== ========== ========== ==========
Identifiable assets: AUGUST 31, 2000 FEBRUARY 28, 2001
--------------- -----------------
Engineered polymer components.......... $72,003,000 $84,647,000
Extruded plastic products.............. 16,457,000 18,553,000
All other.............................. 1,480,000 2,630,000
--------------- -----------------
Consolidated............................ $89,940,000 $105,830,000
=============== =================
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.
9
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 condensed consolidated statements of income, as a percent of sales for
the three and six month periods ended February 29, 2000 and February 28, 2001,
and the Company's effective income tax rate during those periods:
Three months ended Six months ended
FEB 29, 2000 FEB 28, 2001 FEB 29, 2000 FEB 28, 2001
------------ ------------ ------------ ------------
Net sales............................. 100.0% 100.0% 100.0% 100.0%
Cost of sales......................... 70.5% 73.8% 70.8% 73.3%
------ ------ ------ ------
Gross profit.......................... 29.5% 26.2% 29.2% 26.7%
S,G & A and other expenses............ 18.3% 19.8% 18.0% 19.1%
------ ------ ------ ------
Operating income...................... 11.2% 6.4% 11.2% 7.6%
Interest expense, net................. 2.5% 3.4% 2.4% 3.2%
------ ------ ------ ------
Income before tax..................... 8.7% 3.0% 8.8% 4.4%
Provision for income taxes............ 3.2% .9% 3.3% 1.5%
------ ------ ------ ------
Net income............................ 5.5% 2.1% 5.5% 2.9%
====== ====== ====== ======
Effective tax rate.................... 37.2% 31.2% 37.1% 34.0%
Sales for the second quarter, ended February 28, 2001, increased $1,418,000, or
5%, compared to the same period in the prior year, due to the inclusion of the
sales of newly acquired operations offset by decreased
10
sales in previously owned operations. Due to the general business downturn, same
business sales in the second quarter were down 10% in the Engineered Polymer
Components segment, down 15% in the Extruded Plastic Products segment, and down
11% overall, compared to the second quarter of fiscal 2000. Of the 11% sales
decline, approximately 2% was a result of the discontinuation of, and price
increases on, some commodity products and manufacturing services, primarily in
the Extruded Plastic Products segment.
Sales for the six months ended February 28, 2001 increased $4,394,000, or 7%,
compared to the same period in the prior year, due to the inclusion of the sales
of newly acquired operations offset by decreased sales in previously owned
operations. Due to the general business downturn, same business sales in the
period were down 5% in the Engineered Polymer Components segment, down 7% in the
Extruded Plastic Products segment, and down 5% overall, compared to the first
six months of fiscal 2000. Of the 5% sales decline, approximately 1% was a
result of the discontinuation of, and price increases on, some commodity
products and manufacturing services, primarily in the Extruded Plastic Products
segment.
Gross profit for the second quarter decreased $627,000, or 7%, from the
comparable prior year period, primarily due to the effects of sales decreases in
previously owned operations and plant consolidation expenses of approximately
$500,000, partially offset by the effects of acquisitions. As a percent of
sales, gross profit decreased from 29.5% to 26.2% due to the effects of volume
decreases, plant consolidation expenses and inflation in costs not fully passed
through to customers by increased selling prices.
Gross profit for the six months ended February 28, 2001 decreased $329,000, or
2%, from the comparable prior year period, primarily due to the effects of sales
decreases in previously owned operations and plant consolidation expenses of
approximately $500,000, partially offset by the effects of acquisitions. As a
percent of sales, gross profit decreased from 29.2% to 26.7% due to the effects
of volume decreases, plant consolidation expenses and inflation in costs not
fully passed through to customers by increased selling prices.
Operating expenses for the second quarter ended February 28, 2001 increased
$729,000, or 13%, from the comparable prior year period, primarily due to the
inclusion of the operating expenses of recently acquired businesses partially
offset by decreases in operating expenses of previously owned operations. As a
percent of sales, operating expenses increased from 18.3% to 19.8%, primarily as
a result of the blending of newly acquired businesses with historically higher
operating expenses. Operating margin decreased from 11.2% in the second quarter
of fiscal 2000 to 6.4% in the second quarter of fiscal 2001 as a result of the
changes in gross margin and operating expenses discussed above.
Operating expenses for the six months ended February 28, 2001 increased
$1,488,000, or 14%, from the comparable prior year period, primarily due to the
inclusion of the operating expenses of recently acquired businesses partially
offset by decreases in operating expenses of previously owned operations. As a
percent of sales, operating expenses increased from 18.0% to 19.1%, primarily as
a result of the blending of newly acquired businesses with historically higher
operating expenses. Operating margin decreased from 11.2% in the first six
months of fiscal 2000 to 7.6% in the first six months of fiscal 2001 as a result
of the changes in gross margin and operating expenses discussed above.
Net interest expense for the quarter ended February 28, 2001 increased $310,000
from the comparable prior year period, primarily due to increased debt levels
related to acquisitions and higher average interest rates on recent acquisition
related term loans.
Net interest expense for the six months ended February 28, 2001 increased
$546,000 from the comparable prior year period, primarily due to increased debt
levels related to acquisitions and higher average interest rates on recent
acquisition related term loans.
The effective tax rate in the second quarter of fiscal 2001 decreased to 31.2%
from 37.2% in the comparable prior year period, due to a lower effective
combined state income tax rate and increased foreign sales
11
corporation tax benefit.
The effective tax rate in the six months ended February 28, 2001 decreased to
34.0% from 37.1% in the comparable prior year period 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 $11,051,000 at February 28, 2001 due to the
inclusion of backlog of recently acquired operations. Because the length of time
between entering an order and shipping the product 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
Three months ended Six months ended
FEB 29, 2000 FEB 28, 2001 FEB 29, 2000 FEB 28, 2001
------------ ------------ ------------ ------------
Net sales
Engineered polymer components................ 83.5% 83.1% 84.5% 83.5%
Extruded plastic products.................... 16.5% 16.9% 15.5% 16.5%
------- ------- ------- -------
Consolidated................................. 100.0% 100.0% 100.0% 100.0%
======= ======= ======= =======
Operating income
Engineered polymer components................ 101.6% 147.8% 102.0% 132.0%
Extruded plastic products.................... 10.3% (26.3)% 7.9% (16.3)%
All other.................................... (11.9)% (21.5)% (9.9)% (15.7)%
------- ------- ------- -------
Consolidated................................. 100.0% 100.0% 100.0% 100.0%
======= ======= ======= =======
OPERATING MARGIN BY SEGMENT
Three months ended Six months ended
FEB 29, 2000 FEB 28, 2001 FEB 29, 2000 FEB 28, 2001
------------ ------------ ------------ ------------
Engineered polymer components................ 13.6% 11.4% 13.6% 12.0%
Extruded plastic products.................... 7.0% (9.9)% 5.7% (7.5)%
Consolidated................................. 11.2% 6.4% 11.2% 7.6%
The decrease in the operating profit of the Engineered Polymer Components
segment for the quarter and six month period is primarily due to the effects of
decreased sales in previously owned operations and plant consolidation expenses
incurred, partially offset by the contribution of newly acquired operations.
The decrease in the operating profit of the Extruded Plastic Products segment
for the quarter and six month period is primarily due to plant consolidation
expense incurred, decreased sales on previously owned operations, increased
resin costs and the effect of competitive conditions on gross margins, offset
partially by the inclusion of the results of newly acquired operations.
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 partially offset by a decrease in the
assets of the previously owned operations.
12
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL. The Company's working capital at February 28, 2001 was
$16,864,000, compared to $12,761,000 at August 31, 2000. The increase was
primarily associated with the inclusion of the assets and liabilities of
recently acquired operations.
FINANCING ARRANGEMENTS. The Company has several debt relationships as described
below. Substantially all of the Company's assets are pledged to secure debt. The
Company is in compliance with financial and operating covenants required by the
term debt and bank line of credit.
Summary of the Company's debt at February 28, 2001:
Weighted
Average
Interest Additional
DESCRIPTION OF DEBT BALANCE RATE Availability DUE
------------------- ------- ---- ------------ ---
Bank line of credit.......................... $11,325,000 8.1% $13,675,000 2002
Bank term loans.............................. 26,062,000 8.9% --- 2001-2005
Real estate loans and other.................. 8,635,000 7.1% --- 2000-2021
----------- ---- ------------
Total debt................................... $46,022,000 8.4% $13,675,000
=========== ==== ============
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 fluctuation and are
subject to reduction as the Company achieves certain financial milestones.
Net cash provided by operating activities in the first six months of fiscal 2001
was $4,642,000, $1,530,000 more than in the first six months of fiscal 2000,
primarily due to changes in components of working capital partially offset by
lower net income.
Cash used in investing activities in the first six months of fiscal 2001 was
$16,360,000 versus $3,552,000 in the first six months of fiscal 2000, primarily
due to two acquisitions in 2001 (see Note 5), compared to a much smaller
acquisition made in 2000.
Cash provided by financing activities was $12,968,000 in the first six months of
fiscal 2001 versus $179,000 in fiscal 2000, primarily due to increased bank term
loans to facilitate acquisitions.
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 4,248,801
shares were outstanding at February 28, 2001 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.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company encounters lawsuits from time to time in the ordinary course of
business and, at February 28, 2001, 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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Stockholders held on December 15, 2000,
incumbent directors Michael L. Horst and William R. Zimmerman were re-elected to
the Board of Directors of the Company to serve as one Class of the Board of
Directors for a three year term and until their successors are elected and
qualified. Messrs. Horst and Zimmerman each received approximately 3,705,000
votes in their favor, with no votes against re-election, approximately 53,000
abstentions and no broker non-votes.
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.
14
2.1 Asset Purchase Agreement dated November 3, 2000 among the
Registrant, Ram Belts & Chains, Inc., a newly-formed Delaware
corporation and wholly-owned subsidiary of the Registrant ("Buyer"),
Rainbow Industrial Products Corp. ("Rainbow"), and Howard and Lee
Beth Miller relating to the purchase of assets of the Ram Belts &
Chains division of Rainbow by Buyer. (1)
--------------------
(1) Incorporated by reference from the Company's Form 8-K dated
December 1, 2000 relating to the acquisition of assets of the
Ram Belts & Chains division of Rainbow Industrial Products
Corp.
(b) CURRENT REPORTS ON FORM 8-K.
Form 8-K dated December 1, 2000 relating to the acquisition of assets of
the Ram Belts & Chains division of Rainbow Industrial Products Corp.
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 March 27, 2001.
SUMMA INDUSTRIES
/s/ James R. Swartwout /s/ Trygve M. Thoresen
- ---------------------- ----------------------
James R. Swartwout Trygve M. Thoresen
President and Chief Financial Officer Vice President and Secretary
15