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, 1999
[ ] 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 November 30, 1999 was
4,322,161.
SUMMA INDUSTRIES
INDEX
PART I - FINANCIAL INFORMATION
Page
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
August 31, 1999 and November 30, 1999 (unaudited) ........................3
Condensed Consolidated Statements of Income (unaudited) -
three months ended November 30, 1998 and 1999.............................4
Condensed Consolidated Statements of Cash Flows (unaudited) -
three months ended November 30,1998 and 1999..............................5
Notes to Condensed Consolidated Financial Statements (unaudited)......... 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations..........................8
PART II - OTHER INFORMATION........................................................13
Item 1. Legal Proceedings.........................................................13
Item 2. Changes in Securities.....................................................13
Item 3. Defaults upon Senior Securities...........................................13
Item 4. Submission of Matters to a Vote of Security Holders.......................13
Item 5. Other Information.........................................................14
Item 6. Exhibits and Reports on Form 8-K..........................................14
Signature Page.....................................................................14
2
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------------------------
November 30, 1999
ASSETS August 31, 1999 (unaudited)
- ----------------------------------------------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $1,148,000 $924,000
Accounts receivable 16,075,000 15,614,000
Inventories 11,714,000 12,402,000
Prepaid expenses and other 1,283,000 1,649,000
- ----------------------------------------------------------------------------------------------------------------------
Total current assets 30,220,000 30,589,000
- ----------------------------------------------------------------------------------------------------------------------
Property, plant and equipment 36,819,000 39,312,000
Less accumulated depreciation 11,098,000 12,283,000
- ----------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 25,721,000 27,029,000
- ----------------------------------------------------------------------------------------------------------------------
Other assets 585,000 499,000
Goodwill and other intangibles, net 31,128,000 30,981,000
======================================================================================================================
Total assets $87,654,000 $89,098,000
======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $7,054,000 $6,039,000
Accrued liabilities 7,046,000 6,612,000
Current maturities of long-term debt 5,794,000 6,215,000
- ----------------------------------------------------------------------------------------------------------------------
Total current liabilities 19,894,000 18,866,000
- ----------------------------------------------------------------------------------------------------------------------
Long-term debt, net of current maturities 27,987,000 28,955,000
Other long-term liabilities 4,400,000 4,275,000
- ----------------------------------------------------------------------------------------------------------------------
Total liabilities 52,281,000 52,096,000
- ----------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, par value $.001; 10,000,000 shares authorized;
issued and outstanding: 4,313,481 at August 31, 1999
and 4,322,161 at November 30, 1999 19,205,000 19,231,000
Retained earnings 16,168,000 17,771,000
- ----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 35,373,000 37,002,000
- ----------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $87,654,000 $89,098,000
======================================================================================================================
See accompanying notes to condensed consolidated financial statements.
3
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three months ended November 30
- ---------------------------------------------------------------------------------------------------
1998 1999
- ---------------------------------------------------------------------------------------------------
Net sales $23,271,000 $28,569,000
Cost of sales 16,005,000 20,297,000
- ---------------------------------------------------------------------------------------------------
Gross profit 7,266,000 8,272,000
Selling, general, administrative and other expenses 4,572,000 5,050,000
- ---------------------------------------------------------------------------------------------------
Operating income 2,694,000 3,222,000
Interest expense 380,000 679,000
- ---------------------------------------------------------------------------------------------------
Income before income taxes 2,314,000 2,543,000
Provision for income taxes 908,000 940,000
- ---------------------------------------------------------------------------------------------------
Net income $1,406,000 1,603,000
- ---------------------------------------------------------------------------------------------------
Earnings per common share
Basic $.33 $.37
Diluted $.32 $.35
- ---------------------------------------------------------------------------------------------------
Weighted average common shares outstanding
Basic 4,254,000 4,324,000
Diluted 4,434,000 4,584,000
- ---------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
4
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three months ended November 30
- --------------------------------------------------------------------------------------------------------------
1998 1999
- --------------------------------------------------------------------------------------------------------------
Operating activities:
Net income $1,406,000 $1,603,000
- --------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 886,000 1,185,000
Amortization 130,000 242,000
Net change in assets and liabilities, net of effects of acquisitions:
Accounts receivable (308,000) 733,000
Inventories (343,000) (543,000)
Prepaid expenses and other assets 119,000 (265,000)
Accounts payable (717,000) (1,103,000)
Accrued liabilities (226,000) (679,000)
- --------------------------------------------------------------------------------------------------------------
Total adjustments (459,000) (430,000)
- --------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 947,000 1,173,000
- --------------------------------------------------------------------------------------------------------------
Investing activities:
Acquisition of business (Note 5) --- (1,521,000)
Purchases of property and equipment (691,000) (778,000)
Purchase of patent --- (95,000)
- --------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (691,000) (2,394,000)
- --------------------------------------------------------------------------------------------------------------
Financing activities:
Net proceeds from line of credit 349,000 3,159,000
Proceeds from issuance of long-term debt 727,000 ---
Payments on long-term debt (969,000) (2,188,000)
Proceeds from the exercise of stock options 105,000 128,000
Purchases of common stock (153,000) (102,000)
- --------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 59,000 997,000
- --------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 315,000 (224,000)
Cash and cash equivalents, beginning of period 293,000 1,148,000
- --------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $608,000 $924,000
- --------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
5
SUMMA INDUSTRIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Summa Industries
(the "Company"), some of which are unaudited, 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, 1999. 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, 1999 are not necessarily
indicative of the results to be expected for the full year ending August 31,
2000.
2. INVENTORIES
Inventories were as follows:
August 31, 1999 November 30,
--------------- -----------
(audited) 1999
----
Finished goods........................ $4,588,000 $5,172,000
Work in process....................... 458,000 265,000
Materials and parts................... 6,668,000 6,965,000
----------- -----------
$11,714,000 $12,402,000
----------- -----------
----------- -----------
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
November 30
1998 1999
---- ----
Weighted average shares outstanding - basic...........4,254,000 4,324,000
Effect of dilutive securities:
Impact of common shares to be issued under
stock option plans.............................. 180,000 246,000
Impact of common shares to be issued with
respect to warrants............................. --- 14,000
--------- ---------
Weighted average shares outstanding - diluted.........4,434,000 4,584,000
========= =========
6
4. SUPPLEMENTAL CASH FLOW INFORMATION
Three months ended
November 30
1998 1999
---- ----
Cash paid during the period:
Interest............................................... $368,000 $885,000
Income taxes........................................... $700,000 222,000
Non-cash investing and financing activities:
Details of acquisitions
Fair value of assets acquired.......................... $ --- $2,266,000
Liabilities assumed or incurred........................ --- (626,000)
-------- ----------
Cash paid............................................ --- 1,640,000
Less cash acquired................................... --- (119,000)
-------- ----------
Net cash used in acquisitions..................... $ --- $1,521,000
-------- ----------
-------- ----------
5. ACQUISITIONS
On March 5, 1999, the Company completed the acquisition of substantially all of
the assets of Plastron Industries, L.P. ("Plastron"). The aggregate purchase
price paid for Plastron consisted of (i) $19,525,000 in cash; (ii) a four-year
warrant exercisable to purchase up to 200,000 shares of the Company's common
stock at $11.75 per share valued at $278,000; (iii) investment banking fees
consisting of a $125,000 cash payment and stock options, valued at $32,000; and
(iv) the assumption of certain liabilities, principally trade payables and
accrued obligations of $2,220,000. 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 values of the net
assets acquired amounted to $13,781,000 and has been recorded as goodwill which
is being amortized on a straight line basis over 35 years.
In September 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 and liabilities assumed or incurred of
$626,000 including an amount due to the former owners of Broadview which is
subject to adjustment based upon working capital. 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. No goodwill was recorded in this transaction.
The results of operations of Plastron have been included in the consolidated
results of operations and the consolidated statements of cash flows of the
Company since March 5, 1999, the date of the acquisition. The following
unaudited proforma financial information presents the results of operations of
the Company with Plastron as if it had been acquired as of September 1, 1998.
Proforma adjustments have been made to give effect to the amortization of
goodwill, adjustments in depreciation and inventory value, interest expense
related to acquisition debt, the related tax effects and the effect upon basic
and diluted earnings per share of the stock
7
options and warrants issued in conjunction with the acquisition. The following
unaudited pro forma financial information does not include adjustments to give
effect to the Broadview acquisition as such adjustments would not be material:
Three months ended
November 30
1998 1999
---- ----
Net sales........................................ $27,782,000 $28,569,000
Net income ...................................... 1,548,000 1,603,000
Income per common share:
basic.............................. $.36 $.37
diluted............................ $.35 $.35
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 Plastron had been effective at September 1, 1998 or the results
which may be achieved in the future.
6. SEGMENT REPORTING
Three months ended
November 30
1998 1999
---- ----
Net sales
Engineered polymer components.................... 18,674,000 24,457,000
Extruded plastic products........................ 4,597,000 4,112,000
--------- ---------
Consolidated..................................... 23,271,000 28,569,000
Operating profit
Engineered polymer components.................... 2,717,000 3,303,000
Extruded plastic products........................ 272,000 172,000
All other........................................ (295,000) (253,000)
--------- ---------
Consolidated .................................... 2,694,000 3,222,000
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 (including, without limitation, the potential material
adverse consequences to the Company of the Year 2000 issue) and elsewhere herein
and in the Company's Annual Report on Form 10-K for the fiscal year ended August
31, 1999. 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
8
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 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. These factors may include changes in the markets for the products
offered by the Company through its operating subsidiaries, increased levels of
competition including the entry of additional competitors and increased success
by existing competitors, reduced margins caused by competitive pressures and
other factors, increases in operating costs including costs of production,
materials, supplies, personnel, equipment, import duties and transportation,
increases in governmental regulation imposed under federal, state or local laws,
including regulations applicable to environmental, labor and trade matters,
changing customer profiles and general economic and industry conditions that
affect customer demand and sales volume, both domestically and internationally,
the introduction of new products by Summa or its competitors, the need to make
material capital expenditures, the timing of the Summa's advertising and
promotional campaigns, and other factors.
9
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, 1998 and 1999,
and the Company's effective income tax rate during those periods:
Three months ended
November 30
1998 1999
---- ----
Net sales.................................. 100.0% 100.0%
Cost of sales.............................. 68.8% 71.0%
------ -------
Gross profit............................... 31.2% 29.0%
S,G & A and other expenses................. 19.7% 17.7%
------ -------
Operating income........................... 11.5% 11.3%
Interest expense, net...................... 1.6% 2.4%
------ -------
Income before tax.......................... 9.9% 8.9%
Provision for income taxes................. 3.9% 3.3%
------ -------
Net income................................. 6.0% 5.6%
------ -------
------ -------
Effective tax rate......................... 39.2% 37.0%
Sales for the first quarter ended November 30, 1999 increased $5,298,000 or 23%,
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
4% in the Engineered Polymer Components segment, down 11% in the Extruded
Plastic Products segment, and up 1% overall, compared to the first quarter of
fiscal 1999. Sales, especially in the Extruded Plastic Products segment, were
adversely impacted by a plant relocation and difficulties with the
implementation of manufacturing software, during the quarter.
Gross profit for the first quarter increased $1,006,000, or 14%, from the
comparable prior year period, primarily due to the effects of acquisitions and
sales growth. As a percentage of sales, gross profit decreased from 31.2% to
29.0%, as a result of the blending of newly acquired businesses with
historically lower gross margins and the adverse effects of a plant relocation
and difficulties with the implementation of manufacturing software, during the
quarter.
Operating expenses for the three months ended November 30, 1999 increased
$478,000, or 10%, 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 decreased from 19.7% to 17.7%, primarily
as a result of the blending of newly acquired businesses with historically lower
operating expenses. Operating margin for the quarter decreased from 11.5% in the
first quarter of fiscal 1999 to 11.3% in the first quarter of fiscal 2000, as a
result of the changes in gross margin and operating expenses discussed above.
Net interest expense for the first quarter ended November 30, 1999 increased
$299,000 from the prior year first quarter, primarily due to increased debt
levels related to acquisitions.
The decrease in the effective tax rate in the first quarter of fiscal 2000
versus fiscal 1999, from 39.2% to 37.0%, is due to a lower effective combined
state income tax rate and increased foreign sales corporation tax benefit.
10
The Company's backlog of unfilled orders, believed to be firm, increased from
$9,338,000 at August 31, 1999 to $10,196,000 at November 30, 1999. 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
November 30
1998 1999
---- ----
Net sales
Engineered polymer components................................... 80.2% 85.6%
Extruded plastic products....................................... 19.8% 14.4%
------- -----
Consolidated.................................................... 100.0% 100.0%
Operating profit
Engineered polymer components................................... 100.9% 102.5%
Extruded plastic products....................................... 10.1% 5.3%
All other....................................................... (11.0%) (7.8%)
-------- ------
Consolidated.................................................... 100.0% 100.0%
OPERATING MARGIN BY SEGMENT
Three months ended
November 30
1998 1999
---- ----
Engineered polymer components................................... 14.5% 13.5%
Extruded plastic products....................................... 5.9% 4.2%
Consolidated.................................................... 11.5% 11.3%
11
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL. The Company's working capital at November 30, 1999 was
$11,723,000, compared to $10,326,000 at August 31, 1999. The most significant
change was a reduction of accounts payable of $1,015,000.
FINANCING ARRANGEMENTS. The Company has several debt relationships as described
below. Substantially all of the Company's assets are pledged to secure debt.
During the quarter, the Company amended its agreement with its primary lenders
to expand its credit capacity. All of the borrowings from the banks are at
variable interest rates and require compliance with financial and operating
covenants.
Summary of the Company's debt at November 30, 1999:
Weighted
Average
Interest Additional
Description of Debt Balance Rate Availability Due
------------------- ------- ---- ------------ ---
Bank line of credit................................. $11,175,000 7.9% $13,825,000 2003
Bank term loans..................................... 17,886,000 7.9% --- 1999-2004
Acquisition facility................................ --- --- 15,000,000 ---
Industrial revenue bonds and other.................. 6,109,000 6.5% --- 1999-2021
----------- ---- -----------
Total debt.......................................... $35,170,000 7.7% $28,825,000
----------- ---- -----------
----------- ---- -----------
Interest rates on bank debt are subject to reduction as the Company achieves
certain financial milestones or increase if the Company borrows additional
funds.
The Company announced a stock buy-back program September 28, 1998 which
authorized the Company to purchase its common stock in an aggregate amount of up
to $2,000,000. As of November 30, 1999, 18,000 shares of common stock had been
repurchased at an aggregate cost of $153,000. During the quarter ended November
30, 1999, no shares were repurchased under the program but 9,105 shares were
purchased from a former employee who received a distribution from the Summa
Industries ESOP, at a price of $14.07 per share, pursuant to a contractual
obligation. The repurchase obligation expired during the quarter ended November
30, 1999.
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 4,322,161
shares were outstanding at November 30, 1999 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.
12
YEAR 2000 COMPLIANCE
The Company is continuing to analyze operations to determine and implement the
procedures necessary to ensure timely Year 2000 compliance. The Company has also
identified and contacted key customers, vendors and suppliers to request
confirmation of timely external Year 2000 compliance.
Each of the Company's facilities utilizes and is dependent upon data processing
systems and software to conduct business. The Company has received confirmation
from vendors of most of the business software used by the Company that such
software is designed to be Year 2000 compliant. Further, for reasons generally
unrelated to the Year 2000 issue, the Company is in the process of purchasing
and installing new systems for certain operations at a cost of several hundred
thousand dollars. The Company currently anticipates that all internally used
software will be Year 2000 compliant in a timely manner. Additionally, various
machines and other types of personal property at each facility have computer
controls and/or contain integrated circuits. The Company has analyzed these
devices and anticipates that they will be functional after January 1, 2000.
Although, the Company currently believes that it will be internally Year 2000
compliant in all material respects prior to January 1, 2000 and that the effort
to achieve Year 2000 compliance has not and will not have a significant impact
on the financial condition or results of future operations of the Company, the
Company remains concerned that the failure to comply by a relatively small
number of large customers and/or vendors, including banking institutions,
utilities, telecommunications and transportation companies, could significantly
disrupt operations at one or more of the Company's facilities. The Company does
not have a formalized Company-wide contingency plan covering worst case
scenarios in the event of Year 2000 non-compliance, but any such plan, if and
when formalized, would likely include technical contacts, access to backup
systems and alternative vendor sources, among other things. See the introductory
paragraph above in this "Management's Discussion and Analysis" section for
forward looking statements disclaimer.
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, 1999, 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
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
13
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. The Company learned that hazardous
substances have been detected in the subsurface of the property and that the
current owner has been requested by a state agency to undertake additional
investigation at the property. The Company is also 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
financial statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
10.1 Amendment No. 2 to Amended and Restated Loan Agreement dated
November 23, 1999 between the Company, Comerica Bank -
California and Mellon Bank, N.A. *
10.2 Employment Agreement dated December 1, 1999 between the
Company and Paul A. Walbrun. *
27.1 Financial Data Schedule *
--------------------
* Filed herewith.
(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 December 21, 1999.
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
14