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
MAY 31, 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 June 15, 2001 was
4,270,131.
SUMMA INDUSTRIES
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
August 31, 2000 and May 31, 2001 (unaudited) ...........................................................3
Condensed Consolidated Statements of Income (unaudited) - three months
and nine months ended May 31, 2000 and 2001.............................................................4
Condensed Consolidated Statements of Cash Flows (unaudited) - nine months
ended May 31, 2000 and 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
Item 3. Quantitative and Qualitative Disclosure about Market Risk..............................................14
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 May 31, 2001
ASSETS (unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $343,000 $660,000
Accounts receivable, net 17,867,000 18,243,000
Inventories 12,921,000 13,544,000
Prepaid expenses and other 1,651,000 2,237,000
- -----------------------------------------------------------------------------------------------------------------------------------
Total current assets 32,782,000 34,684,000
- -----------------------------------------------------------------------------------------------------------------------------------
Property, plant and equipment 42,501,000 49,831,000
Less accumulated depreciation 15,545,000 19,596,000
- -----------------------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 26,956,000 30,235,000
- -----------------------------------------------------------------------------------------------------------------------------------
Other assets 214,000 287,000
Goodwill and other intangibles, net 29,988,000 35,197,000
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets $89,940,000 $100,403,000
===================================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $6,869,000 $6,371,000
Accrued liabilities 6,451,000 5,979,000
Current maturities of long-term debt 6,701,000 7,672,000
- -----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 20,021,000 20,022,000
- -----------------------------------------------------------------------------------------------------------------------------------
Long-term debt, net of current maturities 25,777,000 32,866,000
Other long-term liabilities 3,082,000 3,136,000
- -----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 48,880,000 56,024,000
- -----------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, par value $.001; 10,000,000 shares authorized; issued and outstanding:
4,224,715 at August 31, 2000 and 4,270,131 at May 31, 2001 17,586,000 17,886,000
Retained earnings 23,474,000 26,641,000
Accumulated other comprehensive income --- (148,000)
- -----------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 41,060,000 44,379,000
- -----------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $89,940,000 $100,403,000
===================================================================================================================================
See accompanying notes to condensed consolidated financial statements.
3
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three months ended May 31 Nine months ended May 31
2000 2001 2000 2001
- ----------------------------------------------------------------------------------------------------------------------------------
Net sales $33,302,000 $32,650,000 $91,894,000 $95,636,000
Cost of sales 23,580,000 23,489,000 65,040,000 69,672,000
- -----------------------------------------------------------------------------------------------------------------------------------
Gross profit 9,722,000 9,161,000 26,854,000 25,964,000
Selling, general, administrative and other expenses 5,586,000 6,183,000 16,129,000 18,214,000
- -----------------------------------------------------------------------------------------------------------------------------------
Operating income 4,136,000 2,978,000 10,725,000 7,750,000
Interest expense 785,000 1,020,000 2,210,000 2,991,000
- -----------------------------------------------------------------------------------------------------------------------------------
Income before income taxes 3,351,000 1,958,000 8,515,000 4,759,000
Provision for income taxes 1,252,000 640,000 3,166,000 1,592,000
- -----------------------------------------------------------------------------------------------------------------------------------
Net income $2,099,000 $1,318,000 $5,349,000 $3,167,000
===================================================================================================================================
Earnings per common share
Basic $.49 $.31 $1.24 $.75
Diluted $.47 $.30 $1.18 $.72
- -----------------------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding
Basic 4,271,000 4,264,000 4,301,000 4,247,000
Diluted 4,466,000 4,405,000 4,525,000 4,417,000
- -----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
4
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine months ended May 31
2000 2001
- -----------------------------------------------------------------------------------------------------------------------------------
Operating activities:
Net income $5,349,000 $3,167,000
- -----------------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 3,597,000 4,230,000
Amortization 724,000 835,000
Gain on disposition of property, plant and equipment (14,000) (186,000)
Net change in assets and liabilities, net of effects of acquisitions:
Accounts receivable (1,498,000) 2,729,000
Inventories (487,000) 2,625,000
Prepaid expenses and other assets (86,000) (213,000)
Accounts payable (1,292,000) (1,411,000)
Accrued liabilities (618,000) (1,756,000)
- -----------------------------------------------------------------------------------------------------------------------------------
Total adjustments 326,000 6,853,000
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 5,675,000 10,020,000
- -----------------------------------------------------------------------------------------------------------------------------------
Investing activities:
Acquisition of businesses (Note 5) (2,174,000) (15,998,000)
Purchases of property and equipment (2,648,000) (2,591,000)
Purchase of patent (95,000) ---
Proceeds from sale of property and equipment 28,000 873,000
Proceeds from cash surrender value of life insurance --- 403,000
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (4,889,000) (17,313,000)
- -----------------------------------------------------------------------------------------------------------------------------------
Financing activities:
Net proceeds from (payments on) line of credit 2,510,000 (775,000)
Proceeds from issuance of long-term debt 2,200,000 17,406,000
Payments on long-term debt (4,571,000) (9,321,000)
Proceeds from the exercise of stock options 271,000 238,000
Proceeds from sale of common stock --- 62,000
Purchases of common stock (895,000) ---
Purchase of warrants (500,000) ---
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (985,000) 7,610,000
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (199,000) 317,000
Cash and cash equivalents, beginning of period 1,148,000 343,000
- -----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $949,000 $660,000
===================================================================================================================================
See accompanying notes to condensed consolidated financial statements.
5
SUMMA INDUSTRIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
May 31, 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 nine months ended May 31, 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 May 31, 2001
--------------- ------------
(audited)
Finished goods........................ $5,292,000 $6,605,000
Work in process....................... 312,000 376,000
Materials and parts................... 7,317,000 6,563,000
----------- -----------
$12,921,000 $13,544,000
=========== ===========
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 May 31 Nine months ended May 31
2000 2001 2000 2001
---- ---- ---- ----
Weighted average shares outstanding - basic...................4,271,000 4,264,000 4,301,000 4,247,000
Effect of dilutive securities:
Impact of common shares to be issued under
stock option plans...................................... 195,000 141,000 219,000 170,000
Impact of common shares to be issued with
respect to warrants..................................... --- --- 5,000 ---
--------- --------- --------- ---------
Weighted average shares outstanding - diluted.................4,466,000 4,405,000 4,525,000 4,417,000
========= ========= ========= =========
4. SUPPLEMENTAL CASH FLOW INFORMATION
Nine months ended May 31
2000 2001
---- ----
Cash paid during the period:
Interest............................................................................. $2,321,000 $3,190,000
Income taxes......................................................................... $2,313,000 $1,377,000
Non-cash investing and financing activities:
Details of acquisitions
Fair value of assets acquired........................................................ $2,791,000 $19,793,000
Liabilities assumed or incurred...................................................... (498,000) (2,808,000)
---------- -----------
Cash paid.......................................................................... 2,293,000 16,985,000
Less cash acquired................................................................. (119,000) (987,000)
---------- -----------
Net cash used in acquisitions.................................................. $2,174,000 $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
7
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 $2,140,000 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 May 31 Nine months ended May 31
2000 2001 2000 2001
---- ---- ---- ----
Net sales......................................$37,775,000 $32,650,000 $105,313,000 $97,380,000
Net income..................................... 2,117,000 1,318,000 5,431,000 3,202,000
Income per common share:
Basic................................. $.49 $.31 $1.26 $.75
Diluted .............................. $.47 $.30 $1.20 $.73
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 on cash flows
of an increase in interest rates. The interest rate swap agreements in place at
May 31, 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 May 31 Nine months ended May 31
2000 2001 2000 2001
---- ---- ---- ----
Net income............................................. $2,099,000 $1,318,000 $5,349,000 $3,167,000
Cumulative effect of accounting change................. --- --- --- (36,000)
Other comprehensive income (loss)...................... --- 4,000 --- (112,000)
---------- ----------- ---------- ---------
Total comprehensive income (loss)...................... $2,099,000 $1,322,000 $5,349,000 $3,019,000
========== =========== ========== ==========
7. SEGMENT REPORTING
Three months ended May 31 Nine months ended May 31
2000 2001 2000 2001
---- ---- ---- ----
Net sales
Engineered polymer components....................$27,812,000 $28,491,000 $77,333,000 $81,085,000
Extruded plastic products........................ 5,490,000 4,159,000 14,561,000 14,551,000
----------- ----------- ---------- ----------
Consolidated.....................................$33,302,000 $32,650,000 $91,894,000 $95,636,000
=========== =========== =========== ===========
Operating income (loss)
Engineered polymer components.................... $4,340,000 $3,714,000 $11,064,000 $10,014,000
Extruded plastic products........................ 111,000 (381,000) 631,000 (1,158,000)
All other........................................ (315,000) (355,000) (970,000) (1,106,000)
--------- --------- --------- -----------
Consolidated .................................... $4,136,000 $2,978,000 $10,725,000 $7,750,000
========== ========== =========== ==========
Identifiable assets August 31, 2000 May 31, 2001
--------------- ------------
Engineered polymer components................... $72,003,000 $81,440,000
Extruded plastic products....................... 16,457,000 16,459,000
All other....................................... 1,480,000 2,504,000
------------- ------------
Consolidated..................................... $89,940,000 $100,403,000
=========== ============
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 thermoformed 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,
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 nine month periods ended May 31, 2000 and May 31, 2001, and
the Company's effective income tax rate during those periods:
Three months ended May 31 Nine months ended May 31
2000 2001 2000 2001
---- ---- ---- ----
Net sales....................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales................................... 70.8% 72.0% 70.8% 72.9%
----- ----- ----- -----
Gross profit.................................... 29.2% 28.0% 29.2% 27.1%
S,G & A and other expenses...................... 16.8% 18.9% 17.5% 19.0%
----- ----- ----- -----
Operating income................................ 12.4% 9.1% 11.7% 8.1%
Interest expense, net........................... 2.4% 3.1% 2.4% 3.1%
----- ----- ----- -----
Income before tax............................... 10.0% 6.0% 9.3% 5.0%
Provision for income taxes...................... 3.7% 2.0% 3.5% 1.7%
----- ----- ----- -----
Net income...................................... 6.3% 4.0% 5.8% 3.3%
===== ===== ===== =====
Effective tax rate.............................. 37.4% 32.7% 37.2% 33.5%
10
Sales for the third quarter, ended May 31, 2001, decreased $652,000, or 2%,
compared to the same period in the prior year, due to decreased sales in
previously owned operations partially offset by the inclusion of the sales of
newly acquired operations. Due to the general business downturn and the
discontinuation of some commodity products, same business sales in the third
quarter were down 10% in the Engineered Polymer Components segment, 39% in
the Extruded Plastic Products segment, and down 15% overall, compared to the
third quarter of fiscal 2000. Of the 15% sales decline, approximately 5% was
a result of the discontinuation of some commodity products and manufacturing
services, primarily in the Extruded Plastic Products segment.
Sales for the nine months ended May 31, 2001 increased $3,742,000, or 4%,
compared to the same period in the prior year, due to the inclusion of the
sales of newly acquired operations partially offset by decreased sales in
previously owned operations. Due to the general business downturn and the
discontinuation of some commodity products, same business sales in the period
were down 7% in the Engineered Polymer Components segment, 19% in the
Extruded Plastic Products segment, and down 9% overall, compared to the first
nine months of fiscal 2000. Of the 9% 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.
Gross profit for the third quarter decreased $561,000, or 6%, from the
comparable prior year period, primarily due to the effects of sales decreases
in previously owned operations and plant consolidation expenses of
approximately $800,000, partially offset by a reduction of ongoing costs of
approximately $500,000 and by the effects of acquisitions. As a percent of
sales, gross profit decreased from 29.2% to 28.0% due to the effects of
volume decreases and plant consolidation expenses.
Gross profit for the nine months ended May 31, 2001 decreased $890,000, or
3%, from the comparable prior year period, primarily due to the effects of
sales decreases in previously owned operations and plant consolidation
expenses of approximately $1,300,000, partially offset by a reduction of
ongoing costs of approximately $500,000 and by the effects of acquisitions.
As a percent of sales, gross profit decreased from 29.2% to 27.1% 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 third quarter ended May 31, 2001 increased
$597,000, or 11%, 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 16.8% to 18.9%,
primarily as a result of the blending of newly acquired businesses with
historically higher operating expenses. Operating margin decreased from 12.4%
in the third quarter of fiscal 2000 to 9.1% in the third quarter of fiscal
2001 as a result of the changes in gross profit and operating expenses
discussed above.
Operating expenses for the nine months ended May 31, 2001 increased
$2,085,000, 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 17.5% to
19.0%, primarily as a result of the blending of newly acquired businesses
with historically higher operating expenses. Operating margin decreased from
11.7% in the first nine months of fiscal 2000 to 8.1% in the first nine
months of fiscal 2001 as a result of the changes in gross profit and
operating expenses discussed above.
Net interest expense for the quarter ended May 31, 2001 increased $235,000
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.
11
Net interest expense for the nine months ended May 31, 2001 increased
$781,000 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 third quarter of fiscal 2001 decreased from
37.4% to 32.7% in the comparable prior year period, due to a lower effective
combined state income tax rate and increased foreign sales corporation tax
benefit.
The effective tax rate in the nine months ended May 31, 2001 decreased from
37.2% to 33.5% 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, decreased from
$9,886,000 at August 31, 2000 to $9,558,000 at May 31, 2001 despite 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 May 31 Nine months ended May 31
2000 2001 2000 2001
---- ---- ---- ----
Net sales
Engineered polymer components.......................... 83.5% 87.3% 84.2% 84.8%
Extruded plastic products.............................. 16.5% 12.7% 15.8% 15.2%
------ ------ ------ ------
Consolidated........................................... 100.0% 100.0% 100.0% 100.0%
====== ====== ====== ======
Operating income (loss)
Engineered polymer components.......................... 104.9% 124.7% 103.1% 129.2%
Extruded plastic products.............................. 2.7% (12.8)% 5.9% (14.9)%
All other.............................................. (7.6)% (11.9)% (9.0)% (14.3)%
------ ------- ------ -------
Consolidated........................................... 100.0% 100.0% 100.0% 100.0%
====== ====== ====== ======
OPERATING MARGIN BY SEGMENT
Three months ended May 31 Nine months ended May 31
2000 2001 2000 2001
---- ---- ---- ----
Engineered polymer components.......................... 15.6% 12.0% 14.3% 12.0%
Extruded plastic products.............................. 2.0% (11.1)% 4.3% 8.5%
Consolidated........................................... 12.4% 7.9% 11.7% 7.7%
The decrease in the operating profit of the Engineered Polymer Components
segment for the quarter and nine 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 operating loss of the Extruded Plastic Products segment for the quarter
and nine month period is primarily due to the discontinuation of some of the
commodity products and plant consolidation expenses incurred, offset
partially by the inclusion of the results of newly acquired operations.
12
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. See footnote 7 in Notes to
Condensed Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL. The Company's working capital at May 31, 2001 was
$14,662,000, 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 the financial and operating
covenants required by the term debt and bank line of credit.
Summary of the Company's debt at May 31, 2001:
Weighted
Average
Interest Additional
Description of Debt Balance Rate Availability Due
------------------- ------ -------- ------------ ----
Bank line of credit.............................. $8,501,000 6.6% $16,499,000 2003
Bank term loans.................................. 22,530,000 8.9% --- 2001-2005
Real estate loans and other...................... 9,507,000 6.9% --- 2001-2021
--------- ---- -----------
Total debt.......................................$40,538,000 8.0% $16,499,000
=========== ==== ===========
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 nine months of fiscal
2001 was $10,020,000, $4,345,000 more than in the first nine months of fiscal
2000, due to changes in components of working capital partially offset by
lower net income.
Cash used in investing activities in the first nine months of fiscal 2001 was
$17,313,000 versus $4,889,000 in the first nine 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 $7,610,000 in the first nine months
of fiscal 2001 versus $985,000 used in financing activities 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 4,270,131 shares were outstanding at May 31, 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.
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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 May 31, 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
None.
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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
None.
(b) CURRENT 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 on June 26, 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
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