---

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U.S. Securities and Exchange CommissionWashington, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the Quarterly Period EndedFebruary 28, 2002

|o | 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

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Summa Industries(Name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

95-1240978(I.R.S. employer identification number)


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 ý    No o

The
number of shares of common stock outstanding as of March 21, 2002 was 4,418,336.

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Summa Industries    INDEX

|                             |  |                                                                                                                      |  | Page
|---------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION |  |                                                                                                                     
|Item 1.                      |  | Financial Statements:                                                                                                |  |     
|                             |  | Condensed Consolidated Balance SheetsAugust 31, 2001 and February 28, 2002 (unaudited)                              |  | 3   
|                             |  | Condensed Consolidated Statements of Income (unaudited)three months and six months ended February 28, 2001 and 2002 |  | 4   
|                             |  | Condensed Consolidated Statements of Cash Flows (unaudited)six months ended February 28, 2001 and 2002              |  | 5   
|                             |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                     |  | 6   
|Item 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                |  | 11  
|PART IIOTHER INFORMATION    |  |                                                                                                                     
|Item 1.                      |  | Legal Proceedings                                                                                                    |  | 15  
|Item 2.                      |  | Changes in Securities and Use of Proceeds                                                                            |  | 15  
|Item 3.                      |  | Defaults upon Senior Securities                                                                                      |  | 15  
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                                  |  | 15  
|Item 5.                      |  | Other Information                                                                                                    |  | 16  
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                                                     |  | 16  
|Signature Page               |  | 17                                                                                                                  

2

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Summa Industries    CONDENSED CONSOLIDATED BALANCE SHEETS

|ASSETS                                             |                                                                                                                                                      | August 31, 2001                            |            | February 28, 2002
(unaudited) |           
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ----------------------------- | ----------
|Current assets:                                    |                                                                                                                                                      |                                            |            |                               |           
|                                                   | Cash and cash equivalents                                                                                                                            |                                            | $          | 246,000                       |           
|                                                   | Accounts receivable                                                                                                                                  |                                            |            | 16,513,000                    |           
|                                                   | Inventories                                                                                                                                          |                                            |            | 13,383,000                    |           
|                                                   | Prepaid expenses and other                                                                                                                           |                                            |            | 3,244,000                     |           
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|                                                   |                                                                                                                                                      | Total current assets                       |            |                               | 33,386,000
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|Property, plant and equipment                      |                                                                                                                                                      |                                            | 50,359,000 |                               |           
|                                                   | Less accumulated depreciation                                                                                                                        |                                            |            | (20,792,000                   | )         
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|                                                   |                                                                                                                                                      | Net property, plant and equipment          |            |                               | 29,567,000
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|Other assets                                       |                                                                                                                                                      |                                            | 164,000    |                               |           
|Goodwill and other intangibles, net                |                                                                                                                                                      |                                            | 35,162,000 |                               |           
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|                                                   |                                                                                                                                                      | Total assets                               |            | $                             | 98,279,000
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|LIABILITIES AND STOCKHOLDERS' EQUITY               |                                                                                                                                                      |                                            |            |                               |           
|Current liabilities:                               |                                                                                                                                                      |                                            |            |                               |           
|                                                   | Accounts payable                                                                                                                                     |                                            | $          | 5,594,000                     |           
|                                                   | Accrued liabilities                                                                                                                                  |                                            |            | 5,571,000                     |           
|                                                   | Current maturities of long-term debt                                                                                                                 |                                            |            | 7,682,000                     |           
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|                                                   |                                                                                                                                                      | Total current liabilities                  |            |                               | 18,847,000
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|Long-term debt, net of current maturities          |                                                                                                                                                      |                                            | 29,178,000 |                               |           
|Other long-term liabilities                        |                                                                                                                                                      |                                            | 4,447,000  |                               |           
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|                                                   |                                                                                                                                                      | Total long-term liabilities                |            |                               | 33,625,000
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|Mandatorily redeemable convertible preferred stock |                                                                                                                                                      |                                            |           |                               |           
|Mandatorily redeemable common stock                |                                                                                                                                                      |                                            |           |                               |           
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|Stockholders' equity:                              |                                                                                                                                                      |                                            |            |                               |           
|                                                   | Common stock, par value $.001; 10,000,000 shares authorized; issued and outstanding: 4,297,313 at August 31, 2001 and 4,418,336 at February 28, 2002 |                                            |            | 18,048,000                    |           
|                                                   | Retained earnings                                                                                                                                    |                                            |            | 27,887,000                    |           
|                                                   | Accumulated other comprehensive (loss)                                                                                                               |                                            |            | (128,000                      | )         
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|                                                   |                                                                                                                                                      | Total stockholders' equity                 |            |                               | 45,807,000
|                                                   |                                                                                                                                                      |                                            |            |                               |           
|                                                   |                                                                                                                                                      | Total liabilities and stockholders' equity |            | $                             | 98,279,000
|                                                   |                                                                                                                                                      |                                            |            |                               |           

See
accompanying notes to condensed consolidated financial statements.

3

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Summa Industries    CONDENSED CONSOLIDATED STATEMENTS OF INCOME  (unaudited)

|                                                    |         | Three months ended Feb 28 |            | Six months ended Feb 28
|--------------------------------------------------- | ------- | ------------------------- | ---------- | -----------------------
|
|Net sales                                           |         | $                         | 31,942,000 |                        
|Cost of sales                                       |         |                           | 24,006,000 |                        
|                                                    |         |                           |            |                        
|Gross profit                                        |         |                           | 7,936,000  |                        
|Selling, general, administrative and other expenses |         |                           | 5,925,000  |                        
|                                                    |         |                           |            |                        
|Operating income                                    |         |                           | 2,011,000  |                        
|Interest expense                                    |         |                           | 1,056,000  |                        
|                                                    |         |                           |            |                        
|Income before income taxes                          |         |                           | 955,000    |                        
|Provision for income taxes                          |         |                           | 298,000    |                        
|                                                    |         |                           |            |                        
|Net income                                          |         | $                         | 657,000    |                        
|                                                    |         |                           |            |                        
|Preferred stock accretion                           |         |                           |           |                        
|                                                    |         |                           |            |                        
|Net income available to common stockholders         |         | $                         | 657,000    |                        
|                                                    |         |                           |            |                        
|Earnings per common share                           |         |                           |            |                        
|                                                    | Basic   |                           | $          | ..15                   
|                                                    | Diluted |                           | $          | ..15                   

See
accompanying notes to condensed consolidated financial statements.

4

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Summa Industries    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (unaudited)

|                                                                                  |                                                                       | Six months ended Feb 28           |                                          
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------- | --------------------------------- | -----------------------------------------
|
|Operating activities:                                                             |                                                                       |                                   |                                          
|Net income                                                                        |                                                                       | $                                 | 1,849,000                                
|                                                                                  |                                                                       |                                   |                                          
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                       |                                   |                                          
|                                                                                  | Depreciation                                                          |                                   |                                          
|                                                                                  | Amortization                                                          |                                   |                                          
|                                                                                  | (Gain) on disposition of property, plant and equipment                |                                   |                                          
|                                                                                  | Net change in assets and liabilities, net of effects of acquisitions: |                                   |                                          
|                                                                                  |                                                                       | Accounts receivable               |                                          
|                                                                                  |                                                                       | Inventories                       |                                          
|                                                                                  |                                                                       | Prepaid expenses and other assets |                                          
|                                                                                  |                                                                       | Accounts payable                  |                                          
|                                                                                  |                                                                       | Accrued liabilities               |                                          
|                                                                                  |                                                                       |                                   |                                          
|                                                                                  |                                                                       |                                   | Total adjustments                        
|                                                                                  |                                                                       |                                   |                                          
|                                                                                  |                                                                       |                                   | Net cash provided by operating activities
|                                                                                  |                                                                       |                                   |                                          
|Investing activities:                                                             |                                                                       |                                   |                                          
|Acquisition of businesses (Note 5)                                                |                                                                       |                                   | (15,998,000                              
|Purchases of property and equipment                                               |                                                                       |                                   | (1,630,000                               
|Proceeds from sale of property and equipment                                      |                                                                       |                                   | 865,000                                  
|Proceeds from insurance claim                                                     |                                                                       |                                   | 403,000                                  
|                                                                                  |                                                                       |                                   |                                          
|                                                                                  |                                                                       |                                   | Net cash (used in) investing activities  
|                                                                                  |                                                                       |                                   |                                          
|Financing activities:                                                             |                                                                       |                                   |                                          
|Net proceeds from line of credit                                                  |                                                                       |                                   | 2,049,000                                
|Proceeds from issuance of long-term debt                                          |                                                                       |                                   | 15,306,000                               
|Payments on long-term debt                                                        |                                                                       |                                   | (4,561,000                               
|Proceeds from the exercise of stock options                                       |                                                                       |                                   | 112,000                                  
|Proceeds from sale of preferred stock                                             |                                                                       |                                   |                                         
|Proceeds from sale of common stock                                                |                                                                       |                                   | 62,000                                   
|                                                                                  |                                                                       |                                   |                                          
|                                                                                  |                                                                       |                                   | Net cash provided by financing activities
|                                                                                  |                                                                       |                                   |                                          
|Effect of exchange rate changes on cash                                           |                                                                       |                                   |                                         
|Net increase in cash and cash equivalents                                         |                                                                       |                                   | 1,250,000                                
|Cash and cash equivalents, beginning of period                                    |                                                                       |                                   | 343,000                                  
|                                                                                  |                                                                       |                                   |                                          
|Cash and cash equivalents, end of period                                          |                                                                       | $                                 | 1,593,000                                
|                                                                                  |                                                                       |                                   |                                          

See
accompanying notes to condensed consolidated financial statements.

5

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Summa Industries    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    February 28, 2002    (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, 2001. 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, 2002 are not necessarily indicative of the results to be expected
for the full year ending August 31, 2002.

There
was an error in the balance sheet in the Company's quarterly report on Form 10-Q for the period ended November 30, 2001. Retained earnings, reported as
$29,392,000, were actually $28,392,000 at November 30, 2001.

Recent accounting pronouncements

In June 2001, the Financial Accounting Standards Board adopted Statements of Financial Accounting Standards No. 141 ("SFAS 141") "Business
Combinations" and No. 142 ("SFAS 142") "Goodwill and Other Intangible Assets." These statements eliminate the pooling of interests method of accounting for business combinations as of
June 30, 2001 and eliminate the amortization of goodwill for all fiscal years beginning after December 15, 2001. Goodwill will be accounted for under an impairment-only
method
after this date. The Company has adopted SFAS 141 and SFAS 142, with respect to new goodwill, as of July 1, 2001 and anticipates adopting SFAS 142 with respect to existing
goodwill as of September 1, 2002, the first day of its 2003 fiscal year. The adoption of SFAS 141 has not impacted the Company's financial condition or results of operations. In
accordance with SFAS 142, existing goodwill as of July 1, 2001 will continue to be amortized through the remainder of fiscal 2002 at which time amortization will cease and the Company
will perform a transitional goodwill impairment test. The Company is currently assessing the impact of adopting SFAS 142 with respect to existing goodwill. Total goodwill amortization was
$269,000 and $278,000 for the quarters ended February 28, 2001 and February 28, 2002, respectively, and was $494,000 and $556,000 for the six months ended February 28, 2001 and
February 28, 2002, respectively.

In
August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143 ("SFAS 143") "Accounting for Asset Retirement
Obligations". SFAS 143 is to be adopted for all fiscal years beginning after June 15, 2002. The Company plans to adopt SFAS 143 in fiscal 2003. The Company is currently reviewing
the requirements of SFAS 143 and has not yet determined its impact, if any, on the Company's financial position and results of operations.

In
August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144 ("SFAS 144") "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 is to be adopted for all fiscal years beginning after December 15, 2001. The Company plans to adopt SFAS 144 in fiscal year
2003. The Company is currently reviewing the requirements of SFAS 144 and has not yet determined its impact, if any, on the Company's financial position and results of operations.

6

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2.    Inventories

Inventories were as follows:

August 31, 2001

February 28, 2002(audited)Finished goods

$
6,375,000

$
6,242,000Work in process


533,000


710,000Materials and parts


6,475,000


7,302,000$
13,383,000

$
14,254,000


3.    Net income per share

Basic net income per share ("EPS") was computed by dividing net income available to common stockholders by the weighted average number of common shares
outstanding during each period. The Company has 5,000 shares of convertible preferred stock outstanding with an original issue price of $5,000,000. No dividends are required to be paid on the stock,
but the preferred stockholders have the right, provided the preferred stock has not been converted to common shares, to require the Company to repurchase the stock during a one year period beginning
December 14, 2004 at an aggregate price which increases daily from $7,025,000 on December 14, 2004 to $7,868,000 on December 13, 2005. The net income available to common
stockholders used in the EPS calculations is the reported net income less the theoretical accretion in the value of the preferred stock.

Diluted
EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted EPS was
calculated using the "treasury stock" method as if dilutive options had been exercised and the funds were used to purchase common shares at the average market price during the period. Options to
purchase 591,998 common shares as of February 28, 2001 and 624,634 common shares as of February 28, 2002 were excluded from the calculation of equivalent shares, as they would have been
anti-dilutive. The 5,000 shares of outstanding preferred stock, convertible into 625,000 shares of common stock, were excluded from the calculation of equivalent shares, as they would have
been anti-dilutive.

The
following is a reconciliation of the numerators and denominators of the basic and diluted EPS computation for "income available to common stockholders" and other disclosures required
by Statement of Accounting Standards No. 128, "Earnings per Share":

|                                            |                                                               | Three months ended Feb 28 |           | Six months ended Feb 28 |  
|------------------------------------------- | ------------------------------------------------------------- | ------------------------- | --------- | ----------------------- | -
|
|Numerators:                                 |                                                               |                           |           |                         |  
|Net income                                  |                                                               | $                         | 657,000   |                         | $
|Preferred stock accretion                   |                                                               |                           |          |                         |  
|                                            |                                                               |                           |           |                         |  
|Income available to common stockholders     |                                                               | $                         | 657,000   |                         | $
|                                            |                                                               |                           |           |                         |  
|Denominators:                               |                                                               |                           |           |                         |  
|Weighted average shares outstandingbasic   |                                                               |                           | 4,245,000 |                         |  
|                                            | Impact of common shares to be issued under stock option plans |                           |           | 154,000                 |  
|                                            |                                                               |                           |           |                         |  
|Weighted average shares outstandingdiluted |                                                               |                           | 4,399,000 |                         |  
|                                            |                                                               |                           |           |                         |  

7

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4.    Supplemental cash flow information

Six months ended Feb 282001

2002Cash paid during the period:Interest

$
1,934,000

$
1,375,000Income taxes

$
1,109,000

$
226,000Non-cash investing and financing activities:Details of acquisitionsFair value of assets acquired

$
19,793,000

$
5,283,000Liabilities assumed or incurred


(2,808,000
)

(2,598,000
)Cash paid


16,985,000


2,685,000Less cash acquired


(987,000
)

Net cash used in acquisitions

$
15,998,000

$
2,685,000


5.    Acquisitions

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 $2,676,000 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 adjusted to $565,000, 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 $3,633,000 and has been recorded as goodwill, which is
being amortized on a straight-line basis over 25 years.

On
January 4, 2002, Summa acquired substantially all of the assets of the Genesta Manufacturing division ("Genesta") of Pavaco Plastics, Inc. Genesta manufactures extruded
sheet and profiles and thermoformed components for the lighting and other industries. The primary reasons for the acquisition are that the acquisition of Genesta increases the Company's North American
market share, provides entrée to new markets, provides a low cost manufacturing location and provides other manufacturing cost and sales and distribution synergies. The aggregate
purchase price paid for the assets consisted of $2,663,000 in cash, an unsecured note for $627,000, 40,000 shares of the Company's unregistered common stock valued at $530,000, preliminary liabilities
assumed or incurred of $1,391,000 and acquisition costs of $50,000. The note is subject to a one-time adjustment based on working capital. The value assigned to the shares of common stock
is the amount for which the seller may require the Company to repurchase the shares for a 90 day period commencing July 4, 2003. The transaction was accounted for using the purchase
method of accounting, and accordingly, the purchase price was allocated to identifable tangible and intangible assets acquired and liabilities assumed or incurred based

8

---

upon their fair value at the date of acquisition. The excess of the purchase price over the fair value of net acquired assets was $2,410,000, which has been recorded as goodwill.

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 as though the acquisition of PSI had been made as of September 1, 2000. Pro
forma adjustments have been made to give the effect to the amortization of goodwill and other intangibles, 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 stock options issued in conjunction with the acquisition. The following pro forma financial information does
not include adjustments to give effect to the Ram or Genesta acquisitions as such adjustments would not be material.

Six months ended
February 282001

2002Net sales

$
65,684,000

$
52,274,000Net income


1,884,000


898,000Income per common share:Basic

$
.44

$
.18Diluted

$
.43

$
.17


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 had been effective at
the beginning of the periods presented or the results which may be achieved in the future.

6.    Comprehensive income

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 February 28, 2002 effectively
convert $7,560,000 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
reconciliation of net income to total comprehensive income for the three and six month periods ending February 28, 2001 and 2002 was as follows:

|                                   |                                          | Three months ended Feb 28 |         | Six months ended Feb 28 |  
|---------------------------------- | ---------------------------------------- | ------------------------- | ------- | ----------------------- | -
|
|Net income                         |                                          | $                         | 657,000 |                         | $
|Other comprehensive income (loss): |                                          |                           |         |                         |  
|                                   | Foreign currency translation adjustments |                           |         |                        |  
|                                   | Changes in value of interest rate swaps  |                           |         | (77,000                 | )
|                                   |                                          |                           |         |                         |  
|Total comprehensive income         |                                          | $                         | 580,000 |                         | $
|                                   |                                          |                           |         |                         |  

9

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7.    Segment reporting

|                  |                               | Three months ended Feb 28 |   | Six months ended Feb 28 |  
|----------------- | ----------------------------- | ------------------------- | - | ----------------------- | -
|
|Net sales:        |                               |                           |   |                         |  
|                  | Engineered polymer components |                           | $ | 26,576,000              |  
|                  | Extruded plastic products     |                           |   | 5,366,000               |  
|                  |                               |                           |   |                         |  
|                  | Consolidated                  |                           | $ | 31,942,000              |  
|                  |                               |                           |   |                         |  
|Operating income: |                               |                           |   |                         |  
|                  | Engineered polymer components |                           | $ | 2,973,000               |  
|                  | Extruded plastic products     |                           |   | (529,000                | )
|                  | All other                     |                           |   | (433,000                | )
|                  |                               |                           |   |                         |  
|                  | Consolidated                  |                           | $ | 2,011,000               |  
|                  |                               |                           |   |                         |  

August 31, 2001

February 28, 2002Identifiable assets:Engineered polymer components

$
80,618,000

$
81,977,000Extruded plastic products


14,867,000


17,576,000All other


2,794,000


3,086,000Consolidated

$
98,279,000

$
102,639,000


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.

8.    Sale of preferred stock

In December 2001, the Company sold 5,000 shares of preferred stock to a private investor group at $1,000 per share. No dividends are required to be paid on
the stock, but the preferred stockholders have the right to require the Company to repurchase the stock during a one-year period beginning December 14, 2004 at an aggregate price
which increases daily from $7,025,000 on December 14, 2004 to $7,868,000 on December 13, 2005. The preferred stock is convertible into an aggregate of 625,000 shares of common stock at
any time until December 13, 2006, at which time it will be redeemed, if still outstanding, for an aggregate price of $5,000,000.

10

---



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, 2001. 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; 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, 2001.

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 28, 2001 and 2002, and the Company's effective income tax rate during those periods:

|                           |  | Three months ended Feb 28 |   | Six months ended Feb 28 |  
|-------------------------- |  | ------------------------- | - | ----------------------- | -
|
|Net sales                  |  | 100.0                     | % | 100.0                   | %
|Cost of sales              |  | 75.2                      | % | 75.9                    | %
|                           |  |                           |   |                         |  
|Gross profit               |  | 24.8                      | % | 24.1                    | %
|S,G & A and other expenses |  | 18.5                      | % | 19.4                    | %
|                           |  |                           |   |                         |  
|Operating income           |  | 6.3                       | % | 4.7                     | %
|Interest expense, net      |  | 3.3                       | % | 2.4                     | %
|                           |  |                           |   |                         |  
|Income before tax          |  | 3.0                       | % | 2.3                     | %
|Provision for income taxes |  | .9                        | % | .8                      | %
|                           |  |                           |   |                         |  
|Net income                 |  | 2.1                       | % | 1.5                     | %
|                           |  |                           |   |                         |  
|Effective tax rate         |  | 31.2                      | % | 35.4                    | %

11

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Sales
for the second quarter, ended February 28, 2002, decreased $4,849,000, or 15%, compared to the same period in the prior year, despite the inclusion of the sales of newly
acquired operations, due to decreased sales in previously owned operations. Due to the general business downturn, same business sales in the second quarter were down 12% in the Engineered Polymer
Components segment, down 47% in the Extruded Plastic Products segment, and down 18% overall, compared to the second quarter of fiscal 2001. Of the 18% of sales decline, approximately 6% was a result
of the discontinuation of some commodity products and manufacturing services, primarily in the Extruded Plastic Products segment.

Sales
for the six months ended February 28, 2002 decreased $11,666,000, or 18%, compared to the same period in the prior year, despite the inclusion of the sales of newly acquired
operations, due to decreased sales in previously owned operations. Due to the general business downturn, same business sales in the period were down 17% in the Engineered Polymer Components segment,
down 52% in the Extruded Plastic Products segment, and down 22% overall, compared to the first six months of fiscal 2001. Of the 22% sales decline, approximately 6% was a result of the discontinuation
of some commodity products and manufacturing services, primarily in the Extruded Plastic Products segment.

Gross
profit for the second quarter decreased $1,396,000, or 18%, from the comparable prior year period, primarily due to the effects of sales decreases in previously owned operations,
and increased costs and inefficiencies related to the discontinuation of services of a key vendor, partially offset by the effects of acquisitions and cost reduction measures. As a percent of sales,
gross profit decreased from 24.8% to 24.1%.

Gross
profit for the six months ended February 28, 2002 decreased $3,362,000, or 20%, from the comparable prior year period, primarily due to the effects of sales decreases in
previously owned
operations and increased costs and inefficiencies related to the discontinuation of services of a key vendor, partially offset by the effects of acquisitions and cost reduction measures. As a percent
of sales, gross profit increased from 25.5% to 25.7%.

Operating
expenses for the second quarter ended February 28, 2002 decreased $654,000, or 11%, from the comparable prior year period, primarily due to decreases in operating
expenses of previously owned operations partially offset by the inclusion of the operating expenses of recently acquired businesses. As a percent of sales, operating expenses increased from 18.5% to
19.4%, primarily as a result of decreased sales levels. Operating margin decreased from 6.3% in the second quarter of fiscal 2001 to 4.7% in the second quarter in fiscal 2002 as a result of the
changes in gross margin and operating expenses discussed above.

Operating
expenses for the six months ended February 28, 2002 decreased $854,000, or 7%, from the comparable prior year period, primarily due to decreases in operating expenses of
previously owned operations partially offset by the inclusion of the operating expenses of recently acquired businesses. As a percent of sales, operating expenses increased from 18.0% to 20.4%,
primarily as a result of decreased sales levels and the blending of newly acquired businesses with historically higher operating expenses. Operating margin decreased from 7.5% in the first six months
of fiscal 2001 to 5.3% in the first six months of fiscal 2002 as a result of the changes in gross margin and operating expenses discussed above.

Net
interest expense for the quarter ended February 28, 2002 decreased $395,000 from the comparable prior year period, primarily due to decreased debt levels and lower average
interest rates.

Net
interest expense for the six months ended February 28, 2002 decreased $575,000 from the comparable prior year period, primarily due to decreased debt levels and lower average
interest rates.

The
effective tax rate in the second quarter of fiscal 2002 increased from 31.2% to 35.4% in the comparable prior year period, due to a change in the distribution of earnings among
various tax jurisdictions.

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The
effective tax rate in the six months ended February 28, 2002 increased from 34.0% to 35.5% in the comparable prior year period, due to a change in the distribution of earnings
among various tax jurisdictions.

The
Company's backlog of unfilled orders, believed to be firm, increased from $7,982,000 at August 31, 2001 to $9,721,000 at February 28, 2002 due to an increase in new
orders and 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 Feb 28 |       | Six months ended Feb 28 |      
|---------------- | ----------------------------- | ------------------------- | ----- | ----------------------- | -----
|
|Net sales        |                               |                           |       |                         |      
|                 | Engineered polymer components |                           | 83.2  | %                       | 88.0 
|                 | Extruded plastic products     |                           | 16.8  | %                       | 12.0 
|                 |                               |                           |       |                         |      
|                 | Consolidated                  |                           | 100.0 | %                       | 100.0
|                 |                               |                           |       |                         |      
|Operating income |                               |                           |       |                         |      
|                 | Engineered polymer components |                           | 147.8 | %                       | 144.3
|                 | Extruded plastic products     |                           | (26.3 | )%                      | (17.7
|                 | All other                     |                           | (21.5 | )%                      | (26.6
|                 |                               |                           |       |                         |      
|                 | Consolidated                  |                           | 100.0 | %                       | 100.0
|                 |                               |                           |       |                         |      

Operating Margin by Segment

| |                               | Three months ended Feb 28 |      | Six months ended Feb 28 |     
| | ----------------------------- | ------------------------- | ---- | ----------------------- | ----
|
| | Engineered polymer components |                           | 11.2 | %                       | 7.7 
| | Extruded plastic products     |                           | (9.9 | )%                      | (6.9
| | Consolidated                  |                           | 6.3  | %                       | 4.6 

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 partially offset by the contribution of newly acquired operations and non-recurring plant consolidation expenses incurred in the prior year periods.

The
decrease in the operating loss of the Extruded Plastic Products segment for the quarter and six month period is primarily due to the elimination of unprofitable commodity sales and
non-recurring plant consolidation expenses incurred in the prior year periods and due to the inclusion of the results of recently acquired operations.

The
increase in assets in the Engineered Components Segment and Extruded Plastic Products segment is primarily due to the inclusion of the assets of recently acquired operations.

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Liquidity and Capital Resources

Working Capital.The Company's working capital at February 28, 2002 was $18,303,000, compared to $14,539,000 at
August 31, 2001. The increase was primarily associated with the reduction in debt with short term maturities and 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 term debt and revolving line of credit require compliance with financial and operating covenants.

Summary
of the Company's debt at February 28, 2002:

|Description of Debt         |  | Balance |            | Weighted
Average
Interest
Rate |     | Additional
Availability |   | Due      
|--------------------------- |  | ------- | ---------- | ------------------------------ | --- | ----------------------- | - | ---------
|Bank line of credit         |  | $       | 8,590,000  |                                | 4.2 | %                       | $ | 8,773,000
|Bank term loans             |  |         | 12,567,000 |                                | 9.0 | %                       |   |         
|Real estate loans and other |  |         | 12,618,000 |                                | 4.5 | %                       |   |         
|                            |  |         |            |                                |     |                         |   |          
|Total debt                  |  | $       | 33,775,000 |                                | 6.1 | %                       | $ | 8,773,000
|                            |  |         |            |                                |     |                         |   |          

Interest
rates on most of the bank term loans are fixed for periods of one to four years. Interest rates on the bank line of credit are generally based on LIBOR, are subject to market
fluctuation and are subject to reduction as the Company achieves certain financial milestones. Interest rates on most of the real estate and other loans are based on LIBOR or other floating rates
subject to market fluctuation.

Net
cash provided by operating activities in the first six months of fiscal 2002 was $2,875,000, $1,767,000 less than in the first six months of fiscal 2001, primarily due to lower net
income and changes in components of working capital.

Cash
used in investing activities in the first six months of fiscal 2002 was $4,140,000 versus $16,360,000 in the first six months of fiscal 2001, primarily due to two acquisitions in
2001 (see Note 5), compared to a smaller acquisition made in 2002.

Cash
provided by financing activities was $1,431,000 in the first six months of fiscal 2002 versus $12,968,000 in fiscal 2001, primarily due to larger financings in fiscal 2001 to fund
acquisitions (see Note 5).

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 4,418,336 shares were outstanding at
February 28, 2002 and 5,000,000 shares of "blank check" preferred stock authorized, of which 5,000 shares were outstanding at February 28, 2002. 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, 2001.

14

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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, 2002, 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

As previously reported, on December 14, 2001 the Company issued and sold 5,000 shares of newly-authorized Series A Preferred Stock in a private sale
made in reliance on the exemption from registration contained in Rule 506 promulgated under the Securities Act of 1933 by the Securities and Exchange Commission ("Rule 506") to three
investors for an aggregated purchase price of $5,000,000. The purpose of the issuance was to fund the acquisition of the Genesta Manufacturing division ("Genesta") of Pavaco Plastics Inc., an
Ontario corporation ("Pavaco"), from Pavaco and to reduce outstanding debt and strengthen the Company's financial position. The holders of the Series A Preferred Stock are not entitled to
dividends or to vote prior to conversion, but are entitled to a liquidation preference of $1,000 per share (subject to adjustment upon the occurrence of certain events as set forth in the Certificate
of Designations for the Series A Preferred Stock (the "Certificate of Designations")). Shares of Series A Preferred Stock are convertible at any time at the request of the holder thereof
into common stock of the Company at a ratio of one hundred and twenty five shares of common stock for each share of Series A Preferred Stock, or 625,000 shares in the aggregate, with such
conversion ratio subject to adjustment upon the occurrence of certain events as set forth in the Certificate of Designations. At the option of the holder, the Series A Preferred Stock shall be
redeemed by the Company at any time commencing on the third anniversary of the date of issuance and ending immediately prior to the fourth anniversary of the date of issuance at a price which equals a
twelve percent annual increase over the original issuance price in cash, subject to adjustment upon the occurrence of certain events as set forth in the Certificate of Designations. At the option of
the Company, the Series A Preferred Stock may be redeemed at any time commencing on the fourth anniversary of the date of issuance and ending immediately prior to the fifth anniversary of the
date of issuance at a price which equals a twenty percent annual increase over the original issuance price in cash, subject to adjustment upon the occurrence of certain events as set forth in the
Certificate of Designations. Unless earlier converted or redeemed, on the fifth anniversary of the date of issuance any Series A Preferred Stock outstanding shall be redeemed by the Company at
the original issuance price, subject to adjustment upon the occurrence of certain events as set forth in the Certificate of Designations.

As
previously reported, in connection with the acquisition of Genesta on January 4, 2002, the Company issued 40,000 shares of the Company's unregistered common stock to Pavaco as
partial consideration for the acquisition, with the right of the holder thereof to require the Company to repurchase such stock for $13.25 per share for a ninety day period commencing eighteen months
from closing. This issuance was made in reliance on the exemption from registration contained in Rule 506.

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 17, 2001, incumbent directors James R. Swartwout, Byron C. Roth and Jack L. Watts were
re-elected to the Board of

15

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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. Messr. Swartwout received 2,981,181 votes in his
favor, with 722,910 votes withheld, and Messrs. Roth and Watts each received 3,159,550 votes in their favor, with 545,541 votes withheld. Incumbent directors William R. Zimmerman, David C.
McConaughy, Michael L. Horst and Josh T. Barnes are members of two additional Classes of the Board of Directors, and their terms of office continued after the Annual Meeting. In addition, a proposal
to approve and adopt an amendment to the Company's 1999 Stock Option Plan under which options to purchase up to an additional 250,000 shares of the Company's Common Stock which may be granted to the
Company's directors, officers, employees, agents and others was approved, with 1,666,672 votes in favor, 437,432 votes against, and 1,599,987 abstentions and 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.

2.1  Asset
Purchase Agreement dated January 4, 2002 by and among Genesta Inc., an Ontario corporation ("Buyer"), Pavaco Plastics Inc., an Ontario
corporation ("Seller"), 1238579 Ontario Inc., an Ontario corporation ("Lessor"), and the Company, a Delaware corporation and the parent of Buyer ("Parent"),
regarding the purchase by Buyer of substantially all of the assets of the Genesta Manufacturing division from Seller.*

4.1  Certificate
of Designations of the Series A Preferred Stock of the Company filed with the Delaware Secretary of State on December 14, 2001.*

4.2  Series A
Preferred Stock Purchase Agreement by and among the Company and the Investors set forth therein dated December 14, 2001.*

---

(b)  Current Reports on Form 8-K.

None.

16

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on March 28, 2002.

Summa Industries

|/s/JAMES R. SWARTWOUTJames R. Swartwout President and Chief Financial
Officer |  | /s/TRYGVE M. THORESENTrygve M. Thoresen Vice President and
Secretary
|----------------------------------------------------------------------------- |  | --------------------------------------------------------------------

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