---

---

U.S. Securities and Exchange CommissionWashington, 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, 2001

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

For the transition period from N/A to N/A

Commission file number 1-7755

---

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 /x/  No / /

The
number of shares of common stock outstanding as of December 31, 2001 was 4,378,336.

---

---

---



Summa Industries

INDEX

|                             |  |                                                                                                            |  | Page
|---------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION |  |                                                                                                           
|Item 1.                      |  | Financial Statements:                                                                                      |  |     
|                             |  | Condensed Consolidated Balance Sheets
August 31, 2001 and November 30, 2001 (unaudited)                   |  | 3   
|                             |  | Condensed Consolidated Statements of Income (unaudited)
three months ended November 30, 2000 and 2001     |  | 4   
|                             |  | Condensed Consolidated Statements of Cash Flows (unaudited)
three months ended November 30, 2000 and 2001 |  | 5   
|                             |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                           |  | 6   
|Item 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                      |  | 10  
|PART IIOTHER INFORMATION    |  | 14                                                                                                        
|Item 1.                      |  | Legal Proceedings                                                                                          |  | 14  
|Item 2.                      |  | Changes in Securities and Use of Proceeds                                                                  |  | 14  
|Item 3.                      |  | Defaults upon Senior Securities                                                                            |  | 14  
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                        |  | 14  
|Item 5.                      |  | Other Information                                                                                          |  | 14  
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                                           |  | 15  
|Signature Page               |  | 16                                                                                                        

2

---



Summa Industries  CONDENSED CONSOLIDATED BALANCE SHEETS

|                                          |                                                                                                                                                      | August 31, 2001                            |            | November 30, 2001 |           
|----------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ----------------- | ----------
|
|ASSETS                                    |                                                                                                                                                      |                                            |            |                   |           
|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 liabilities                          |            |                   | 52,472,000
|                                          |                                                                                                                                                      |                                            |            |                   |           
|Stockholders' equity:                     |                                                                                                                                                      |                                            |            |                   |           
|                                          | Common stock, par value $.001; 10,000,000 shares authorized; issued and outstanding: 4,297,313 at August 31, 2001 and 4,368,836 at November 30, 2001 |                                            |            | 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

---



Summa Industries  CONDENSED CONSOLIDATED STATEMENTS OF INCOME  (unaudited)

|                                                    |         | Three months ended November 30
|--------------------------------------------------- | ------- | ------------------------------
|
|Net sales                                           |         | $                             
|Cost of sales                                       |         |                               
|                                                    |         |                               
|Gross profit                                        |         |                               
|Selling, general, administrative and other expenses |         |                               
|                                                    |         |                               
|Operating income                                    |         |                               
|Interest expense                                    |         |                               
|                                                    |         |                               
|Income before income taxes                          |         |                               
|Provision for income taxes                          |         |                               
|                                                    |         |                               
|Net income                                          |         | $                             
|                                                    |         |                               
|Earnings per common share                           |         |                               
|                                                    | Basic   |                               
|                                                    | Diluted |                               
|                                                    |         |                               
|Weighted average common shares outstanding          |         |                               
|                                                    | Basic   |                               
|                                                    | Diluted |                               
|                                                    |         |                               

See
accompanying notes to condensed consolidated financial statements.

4

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Summa Industries  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (unaudited)

|                                                                                  |                                                                       | Three months ended November 30    |                                          
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------- | --------------------------------- | -----------------------------------------
|
|Operating activities:                                                             |                                                                       |                                   |                                          
|Net income                                                                        |                                                                       | $                                 | 1,192,000                                
|                                                                                  |                                                                       |                                   |                                          
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                       |                                   |                                          
|                                                                                  | Depreciation                                                          |                                   |                                          
|                                                                                  | Amortization                                                          |                                   |                                          
|                                                                                  | 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)                                                |                                                                       |                                   | (10,173,000                              
|Purchases of property and equipment                                               |                                                                       |                                   | (755,000                                 
|Proceeds from cash surrender value of life insurance                              |                                                                       |                                   | 403,000                                  
|                                                                                  |                                                                       |                                   |                                          
|                                                                                  |                                                                       |                                   | Net cash (used in) investing activities  
|                                                                                  |                                                                       |                                   |                                          
|Financing activities:                                                             |                                                                       |                                   |                                          
|Net proceeds from line of credit                                                  |                                                                       |                                   | 680,000                                  
|Proceeds from issuance of long-term debt                                          |                                                                       |                                   | 13,858,000                               
|Payments on long-term debt                                                        |                                                                       |                                   | (3,594,000                               
|Proceeds from the exercise of stock options                                       |                                                                       |                                   | 38,000                                   
|Proceeds from sale of common stock                                                |                                                                       |                                   | 62,000                                   
|                                                                                  |                                                                       |                                   |                                          
|                                                                                  |                                                                       |                                   | Net cash provided by financing activities
|                                                                                  |                                                                       |                                   |                                          
|Net increase (decrease) in cash and cash equivalents                              |                                                                       |                                   | 1,116,000                                
|Cash and cash equivalents, beginning of period                                    |                                                                       |                                   | 343,000                                  
|                                                                                  |                                                                       |                                   |                                          
|Cash and cash equivalents, end of period                                          |                                                                       | $                                 | 1,459,000                                
|                                                                                  |                                                                       |                                   |                                          

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"), 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,
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. Certain reclassifications of fiscal year 2001 amounts have been made to conform to fiscal year 2002 presentations. The results of operations for the
three months ended November 30, 2001 are not necessarily indicative of the results to be expected for the full year ending August 31, 2002.

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 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 $655,000 in fiscal 1999, $882,000
in fiscal 2000 and $1,062,000 in fiscal 2001.

In
August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, ("SFAS 143") "Accounting for Asset Retirement
Obligations". SFAS No. 143 is to be adopted for all fiscal years beginning after June 15, 2002. The Company plans to adopt SFAS No. 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 No. 144, ("SFAS 144") "Accounting for the Impairment or Disposal
of Long-Lived Assets." SFAS No. 144 is to be adopted for all fiscal years beginning after December 15, 2001. The Company plans to adopt SFAS No. 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

---

2.  Inventories

Inventories were as follows:

August 31, 2001

November 30, 2000(audited)Finished goods

$
6,375,000

$
6,875,000Work in process


533,000


363,000Materials and parts


6,475,000


6,818,000$
13,383,000

$
14,056,000


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 302000

2001Weighted average shares outstandingbasic

4,231,000

4,336,000Effect of dilutive securities:Impact of common shares to be issued under stock option plans

215,000

117,000Weighted average shares outstandingdiluted

4,446,000

4,453,000


4.  Supplemental cash flow information

Three months ended
November 302000

2001Cash paid during the period:Interest

$
874,000

$
694,000Income taxes


17,000


9,000Non-cash investing and financing activities:Details of acquisitionsFair value of assets acquired

$
12,710,000


Liabilities assumed or incurred


(1,550,000
)

Cash paid


11,160,000


Less cash acquired


(987,000
)

Net cash used in acquisitions

$
10,173,000

$



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, liabilities assumed or incurred of $2,191,000 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

7

---

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 were $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.

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 acquisition as such adjustments would not be material.

Three months ended
November 302000

2001Net sales

$
33,742,000

$
25,181,000Net income


1,227,000


505,000Income per common share:basic

$
.29

$
.12diluted

$
.27

$
.11


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derivative financial instruments

As part of its interest rate management program, the Company periodically enters into interest rate swap agreements with respect to portions of its outstanding
debt. The purpose of these swaps is to mitigate the adverse effect on cash flows of an increase in interest rates. The interest rate swap agreements in place at November 30, 2001 effectively
convert $8,960,000 of the Company's variable rate debt to a weighted average fixed rate of 9.2%. The swap agreements expire on varying dates through

8

---

September 2002. The unrealized gain or loss on interest rate swaps is the Company's only other comprehensive income.

Three months ended
November 302000

2001Net income

$
1,192,000

$
505,000Cumulative effect of accounting change


(36,000
)

Other comprehensive income (loss)


(39,000
)

24,000Total comprehensive income (loss)

$
1,117,000

$
529,000


7.  Segment reporting

2000

2001Net salesEngineered polymer components

$
26,481,000

$
22,810,000Extruded plastic products


5,064,000


2,371,000Consolidated

$
31,545,000

$
25,181,000Operating profitEngineered polymer components

$
3,327,000

$
1,741,000Extruded plastic products


(248,000
)

13,000All other


(318,000
)

(234,000
)Consolidated

$
2,761,000

$
1,520,000


November 30, 2000

November 30, 2001Identifiable assetsEngineered polymer components

$
80,682,000

$
79,363,000Extruded plastic products


19,345,000


14,886,000All other


1,825,000


2,731,000Consolidated

$
101,852,000

$
96,980,000


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.  Subsequent events

On January 4, 2002, Summa acquired substantially all of the assets of the Genesta Manufacturing division of Pavaco Plastics Inc. The aggregate
purchase price paid for the Genesta business assets consisted of $2,663,000 in cash, an unsecured note payable to the seller in the amount of $627,000, 40,000 shares of unregistered common stock
valued at $530,000, liabilities assumed or incurred to be determined, and acquisition costs of $50,000. The transaction will be accounted for using the purchase method of accounting. For further
information, see "Part IIOther Information", Item 5 below.

To
provide financing for the foregoing acquisition and to reduce debt, on December 14, 2001, the Company sold 5,000 shares of convertible preferred stock for $5,000,000. For
further information, see "Part IIOther Information", Item 5 below.

9

---



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements contained in this Quarterly Report on Form 10-Q, which are not purely historical, are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to statements regarding Summa's expectations,
hopes, beliefs, intentions or strategies regarding the future, such as those set forth in Part II, Item 1 "Legal Proceedings" below. Actual results could differ materially from those projected
in any forward-looking statements as a result of a number of factors, including those detailed in this "Management's Discussion and Analysis" section and elsewhere herein and in the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 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 consolidated statements of income, as a percent of sales for the three-month
periods ended November 30, 2000 and 2001, and the Company's effective income tax rate during those periods:

Three months ended
November 302000

2001Net sales

100.0
%
100.0
%Cost of sales

72.8
%
72.6
%Gross profit

27.2
%
27.4
%S,G & A and other expenses

18.4
%
21.4
%Operating income

8.8
%
6.0
%Interest expense, net

2.9
%
2.9
%Income before tax

5.9
%
3.1
%Provision for income taxes

2.1
%
1.1
%Net income

3.8
%
2.0
%Effective tax rate

35.4
%
35.7
%


10

---

Sales
for the first quarter ended November 30, 2001 decreased $6,817,000, or 21%, compared to the same period in the prior year, due to the economic downturn and the
discontinuation of some commodity products, partially offset by the inclusion of sales of newly acquired operations. Same
business sales in the first quarter were down 21% in the Engineered Polymer Components segment, down 58% in the Extruded Plastic Products segment, primarily due to the discontinuation of some
commodity products, and down 26% overall, compared to the first quarter of the prior fiscal year.

Gross
profit for the first quarter decreased $1,441,000, or 17%, from the comparable prior year period, primarily due to the economic downturn, partially offset by the incremental
contribution of recently acquired operations. Gross profit as a percentage of sales increased from 27.2% to 27.4%. The gross margin remained substantially unchanged, despite the significant decrease
in sales, due to reductions in manufacturing overhead accomplished during fiscal 2001, and the discontinuation of some low-margin commodity products.

Operating
expenses for the three months ended November 30, 2001 decreased $200,000, or 4%, from the comparable prior year period, despite the inclusion of the operating
expenses of recently acquired businesses, primarily as a result of cost reduction initiatives and reduced sales levels. As a percentage of sales, operating expenses increased from 18.4% to 21.4%,
primarily as a result of reduced sales levels and the blending of the newly acquired operations with higher operating expenses as a percentage of sales. Operating margin for the quarter decreased from
8.8% in the first quarter of fiscal 2001 to 6.0% in the first quarter of fiscal 2002, as a result of the changes in gross margin and operating expenses discussed above.

Net
interest expense for the first quarter ended November 30, 2001 decreased $180,000 from the prior year first quarter, due to decreased average debt levels and decreases in
average interest rates.

The
effective tax rate increased slightly in the first quarter of fiscal 2002 versus fiscal 2001, from 35.4% to 35.7%.

The
Company's backlog of unfilled orders, believed to be firm, increased slightly from $7,982,000 at August 31, 2001 to $8,205,000 at November 30, 2001. Because the time
between entering an order and shipping the product and recording a sale is typically shorter than one month, backlog levels are not a reliable indicator of future sales volume.

The
following tables set forth the relative contribution of each of Summa's reportable segments to the sales and operating income of the entire Company and the operating margins of
each segment:

Relative Contribution by Segment

Three months ended
November 302000

2001Net salesEngineered polymer components

84.0
%
90.6
%Extruded plastic products

16.0
%
9.4
%Consolidated

100.0
%
100.0
%Operating profitEngineered polymer components

120.5
%
114.5
%Extruded plastic products

(9.0
)%
0.9
%All other

(11.5
)%
(15.4
)%Consolidated

100.0
%
100.0
%


11

---

Operating Margin by Segment

Three months ended
November 302000

2001Engineered polymer components

12.6
%
7.6
%Extruded plastic products

(4.9
)%
.6
%Consolidated

8.8
%
6.0
%


The
decrease in the sales of engineered polymer components is due primarily to the general economic downturn, partially offset by the inclusion of the sales of newly acquired
operations. The decrease in the sales of extruded plastic products is due primarily to the discontinuation of some low margin commodity products and to a lesser extent, the general economic downturn.
The change in operating profit of the engineered polymer components is due primarily to reduced sales levels. The improvement in the operating profit of the extruded plastic profits was due primarily
to the discontinuation of low margin commodity products.

The
increase in assets in the engineered components segment is due primarily to the inclusion of the assets of recently acquired operations. The increase in assets in the extruded
plastic products segment is due to the inclusion of the assets of recently acquired operations offset by a decrease in the assets of the previously owned operations.

Liquidity and Capital Resources

Working Capital.The Company's working capital at November 30, 2001 was $15,250,000, compared to $14,539,000 at August 31, 2001.

Financing Arrangements.The Company has several debt relationships as described below. Substantially all of the Company's assets are pledged to secure debt. The
term debt and
revolving line of credit require compliance with financial and operating covenants.

Summary
of the Company's debt at November 30, 2001:

Description of Debt

Balance

Weighted
Average
Interest
Rate

Additional
Availability

DueBank line of credit

$
8,862,000

4.4
%
$
16,138,000

2003Bank term loans


18,987,000

9.0
%



2001-2005Real estate loans and other


8,104,000

5.1
%



2000-2021Total debt

$
35,953,000

7.0
%
$
16,138,000


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

Net
cash provided by operating activities in the first quarter of fiscal 2002 was $1,471,000, $874,000 more than in the first quarter of fiscal 2001, primarily due to changes in
components of working capital, partially offset by lower net income.

Cash
used in investing activities in the first quarter of fiscal 2002 was $827,000 verses $10,525,000 in the first quarter of fiscal 2001, primarily due to the acquisition of PSI (see
Note 5) in fiscal 2001.

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Cash used in financing activities was $682,000 in the first quarter of fiscal 2002 verses $11,044,000 provided in fiscal 2001, primarily due to increased bank borrowings in fiscal
2001 to facilitate the PSI transaction.

Summa
believes that cash flows from operations and existing credit facilities will be sufficient to fund working capital requirements, planned capital expenditures and debt service
for the next twelve months. The Company has a strategy of growth by acquisition. In the event an acquisition plan is adopted which requires funds exceeding the availability described above, an
alternate source of funds to accomplish the acquisition would have to be developed. The Company has 10,000,000 shares of common stock authorized, of which 4,368,836 shares were outstanding at
November 30, 2001 and 5,000,000 shares of "blank check" preferred stock authorized, of which none were outstanding at November 30, 2001 (See Item 5). 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.

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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 November 30, 2001, the Company or its affiliates were
parties to several civil lawsuits. Any losses that the Company may suffer from current or future lawsuits, and the effect such litigation may have upon the reputation and marketability of the
Company's products, could have a material adverse impact on the results of future operations, the financial condition and prospects of the Company.

Item 2. Changes in Securities and Use of Proceeds

See Item 5.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

The Company entered into a Series A Stock Purchase Agreement (the "Issuance Agreement") dated December 14, 2001 pursuant to which the Company
issued and sold 5,000 shares of newly-authorized Series A Preferred Stock on such date in a private sale 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 Manufacturing") of Pavaco Plastics Inc., an Ontario corporation ("Pavaco"), as described below, 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.

On
January 4, 2002, a newly-formed wholly-owned Ontario subsidiary of the Company entered into an Asset Purchase Agreement (the "Agreement") and consummated the transactions
described therein whereby it purchased substantially all of the assets of the Genesta Manufacturing division of Pavaco,

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located in Guelph, Ontario, Canada. The purchase price consisted of (a) C$4,250,000 in cash, (b) an unsecured promissory note from the Company for C$1,000,000, due in twelve months and
subject to increase or decrease based upon a post-closing working capital calculation, and (c) 40,000 shares of the Company's unregistered common stock, with the right of the holder
to require the Company to repurchase such stock for US$13.25 per share for a ninety day period commencing eighteen months from closing. At the time of closing, the conversion price was C$1.5958 for
US$1.00. The purchase price was determined through negotiations between the Company and Pavaco.

Genesta
Manufacturing is a designer and manufacturer of plastic lenses and diffusers for the worldwide lighting industry, plastic point of purchase displays and other plastic
products. Genesta Manufacturing's assets consist primarily of trade accounts receivable, inventory, molds and dies, and property, plant and equipment. Genesta Manufacturing leased all real property,
and the Company entered into new leases for all such real property. Genesta Manufacturing's plant, equipment and other physical property were
primarily used to design and manufacture its plastic products. The Company intends to continue to use such assets in a similar manner.

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.*

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(b)Current Reports on Form 8-K.

None.

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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 January 8, 2002.

|Summa Industries                                                             
|-----------------------------------------------------------------------------
|/s/JAMES R. SWARTWOUTJames R. Swartwout President and Chief Financial Officer

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