---

---

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

---

FORM 10-Q

---

|ý                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------ | ---------------------------------------------------------------------------------------
|For the quarterly period ended
|November 30, 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

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 principle 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

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes o    No ý

The
number of shares of common stock outstanding as of December 20, 2002 was 4,471,592.

---

---

---

Summa Industries

INDEX

|                             |  |                                                                                                             |  | Page
|---------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION |  |                                                                                                            
|Item 1.                      |  | Financial Statements:                                                                                       |  |     
|                             |  | Condensed Consolidated Balance Sheets
November 30, 2001 (unaudited), August 31, 2002 and November 30, 2002 |  | 3   
|                             |  | Condensed Consolidated Statements of Operations (unaudited)
three months ended November 30, 2001 and 2002  |  | 4   
|                             |  | Condensed Consolidated Statements of Cash Flows (unaudited)
three months ended November 30, 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                       |  | 9   
|Item 3.                      |  | Quantitative and Qualitative Disclosure about Market Risk                                                   |  | 13  
|Item 4.                      |  | Effectiveness of Disclosure Controls and Procedures.                                                        |  | 13  
|PART IIOTHER INFORMATION    |  |                                                                                                            
|Item 1.                      |  | Legal Proceedings                                                                                           |  | 14  
|Item 2.                      |  | Changes in Securities and Use of Proceeds                                                                   |  | 14  
|Item 3.                      |  | Defaults upon Senior Securities                                                                             |  | 14  
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                         |  | 14  
|Item 5.                      |  | Other Information                                                                                           |  | 14  
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                                            |  | 14  
|Signature Page               |  | 15                                                                                                         

2

---

Summa IndustriesCONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

|                                                                                                                     |                               | November 30, 2001                                                                                                                                                                    |            | August 31, 2002 |            | November 30, 2002 |            
|-------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------- | --------------- | ---------- | ----------------- | -----------
|ASSETS                                                                                                               |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|Current assets:                                                                                                      |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     | Cash and cash equivalents     |                                                                                                                                                                                      | $          | 208,000         |            | $                 | 690,000    
|                                                                                                                     | Accounts receivable           |                                                                                                                                                                                      |            | 15,105,000      |            |                   | 17,594,000 
|                                                                                                                     | Inventories                   |                                                                                                                                                                                      |            | 14,056,000      |            |                   | 12,313,000 
|                                                                                                                     | Prepaid expenses and other    |                                                                                                                                                                                      |            | 3,502,000       |            |                   | 3,181,000  
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     |                               | Total current assets                                                                                                                                                                 |            |                 | 32,871,000 |                   |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|Property, plant and equipment                                                                                        |                               |                                                                                                                                                                                      | 51,186,000 |                 |            | 51,845,000        |            
|                                                                                                                     | Less accumulated depreciation |                                                                                                                                                                                      |            | (22,108,000     | )          |                   | (25,025,000
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     |                               | Net property, plant and equipment                                                                                                                                                    |            |                 | 29,078,000 |                   |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|Other assets                                                                                                         |                               |                                                                                                                                                                                      | 167,000    |                 |            | 124,000           |            
|Goodwill and other intangibles, net                                                                                  |                               |                                                                                                                                                                                      | 34,864,000 |                 |            | 36,843,000        |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     |                               | Total assets                                                                                                                                                                         |            | $               | 96,980,000 |                   | $          
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|Current liabilities:                                                                                                 |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|Accounts payable                                                                                                     |                               | $                                                                                                                                                                                    | 5,264,000  |                 | $          | 6,410,000         |            
|Accrued liabilities                                                                                                  |                               |                                                                                                                                                                                      | 4,704,000  |                 |            | 6,001,000         |            
|Current maturities of long-term debt                                                                                 |                               |                                                                                                                                                                                      | 7,653,000  |                 |            | 5,066,000         |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     |                               | Total current liabilities                                                                                                                                                            |            |                 | 17,621,000 |                   |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|Long-term debt, net of current maturities                                                                            |                               |                                                                                                                                                                                      | 28,300,000 |                 |            | 19,845,000        |            
|Other long-term liabilities                                                                                          |                               |                                                                                                                                                                                      | 4,259,000  |                 |            | 4,658,000         |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     |                               | Total long-term liabilities                                                                                                                                                          |            |                 | 32,559,000 |                   |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|Mandatorily redeemable convertible preferred stock, par value $.001, 5,000 shares authorized, issued and outstanding |                               |                                                                                                                                                                                      |           |                 |            | 5,366,000         |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|Stockholders' equity:                                                                                                |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     |                               | Common stock, par value $.001; 10,000,000 shares authorized; issued and outstanding: 4,368,836 at November 30, 2001, 4,401,769 at August 31, 2002 and 4,474,492 at November 30, 2002 |            |                 | 18,512,000 |                   |            
|Retained earnings                                                                                                    |                               |                                                                                                                                                                                      | 29,392,000 |                 |            | 31,325,000        |            
|Cumulative other comprehensive (loss)                                                                                |                               |                                                                                                                                                                                      | (104,000   | )               |            |                  |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     |                               | Total stockholders' equity                                                                                                                                                           |            |                 | 46,800,000 |                   |            
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            
|                                                                                                                     |                               | Total liabilities and stockholders' equity                                                                                                                                           |            | $               | 96,980,000 |                   | $          
|                                                                                                                     |                               |                                                                                                                                                                                      |            |                 |            |                   |            

See
accompanying notes to condensed consolidated financial statements.

3

---

Summa IndustriesCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|                                                                                             |                                                              | Three months ended November 30 |           
|-------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ------------------------------ | ----------
|
|Net sales                                                                                    |                                                              | $                              | 25,181,000
|Cost of sales                                                                                |                                                              |                                | 18,280,000
|                                                                                             |                                                              |                                |           
|Gross profit                                                                                 |                                                              |                                | 6,901,000 
|Selling, general, administrative and other expenses                                          |                                                              |                                | 5,381,000 
|                                                                                             |                                                              |                                |           
|Operating income                                                                             |                                                              |                                | 1,520,000 
|Interest expense                                                                             |                                                              |                                | 735,000   
|                                                                                             |                                                              |                                |           
|Income before income taxes and cumulative effect of a change in accounting principle         |                                                              |                                | 785,000   
|Provision for income taxes                                                                   |                                                              |                                | 280,000   
|                                                                                             |                                                              |                                |           
|Income before cumulative effect of a change in accounting principle                          |                                                              |                                | 505,000   
|Cumulative effect of a change in accounting principle                                        |                                                              |                                |          
|                                                                                             |                                                              |                                |           
|Net income (loss)                                                                            |                                                              | $                              | 505,000   
|                                                                                             |                                                              |                                |           
|Preferred stock accretion                                                                    |                                                              |                                |          
|Net income (loss) available to common stockholders:                                          |                                                              |                                |           
|                                                                                             | Before cumulative effect of a change in accounting principle |                                | $         
|                                                                                             | After cumulative effect of a change in accounting principle  |                                | $         
|                                                                                             |                                                              |                                |           
|Earnings per common share before cumulative effect of a change in accounting principle       |                                                              |                                |           
|                                                                                             | Basic                                                        |                                | $         
|                                                                                             | Diluted                                                      |                                | $         
|                                                                                             |                                                              |                                |           
|Earnings (loss) per common share after cumulative effect of a change in accounting principle |                                                              |                                |           
|                                                                                             | Basic                                                        |                                | $         
|                                                                                             | Diluted                                                      |                                | $         
|                                                                                             |                                                              |                                |           

See
accompanying notes to condensed consolidated financial statements.

4

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Summa IndustriesCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

|                                                                                  |                                                                       | Three months ended November 30    |                                                    
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------- | --------------------------------- | ---------------------------------------------------
|
|Operating activities:                                                             |                                                                       |                                   |                                                    
|Net income (loss)                                                                 |                                                                       | $                                 | 505,000                                            
|                                                                                  |                                                                       |                                   |                                                    
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                       |                                   |                                                    
|                                                                                  | Depreciation                                                          |                                   |                                                    
|                                                                                  | Amortization                                                          |                                   |                                                    
|                                                                                  | Cumulative effect of a change in accounting principle                 |                                   |                                                    
|                                                                                  | 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:                                                             |                                                                       |                                   |                                                    
|Purchases of property and equipment                                               |                                                                       |                                   | (827,000                                           
|                                                                                  |                                                                       |                                   |                                                    
|                                                                                  |                                                                       |                                   | Net cash (used in) investing activities            
|                                                                                  |                                                                       |                                   |                                                    
|Financing activities:                                                             |                                                                       |                                   |                                                    
|Net proceeds from line of credit                                                  |                                                                       |                                   | 1,497,000                                          
|Payments on long-term debt                                                        |                                                                       |                                   | (2,404,000                                         
|Proceeds from the exercise of stock options                                       |                                                                       |                                   | 225,000                                            
|Purchase of common stock                                                          |                                                                       |                                   |                                                   
|                                                                                  |                                                                       |                                   |                                                    
|                                                                                  |                                                                       |                                   | Net cash provided by (used in) financing activities
|                                                                                  |                                                                       |                                   |                                                    
|Net increase (decrease) in cash and cash equivalents                              |                                                                       |                                   | (38,000                                            
|Cash and cash equivalents, beginning of period                                    |                                                                       |                                   | 246,000                                            
|                                                                                  |                                                                       |                                   |                                                    
|Cash and cash equivalents, end of period                                          |                                                                       | $                                 | 208,000                                            
|                                                                                  |                                                                       |                                   |                                                    

See
accompanying notes to condensed consolidated financial statements.

5

---

Summa Industries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNovember 30, 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, 2002. In the opinion of the Company, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary for a fair presentation for the
interim period, all of which were normal recurring adjustments. The results of operations for the three months ended November 30, 2002 are not necessarily indicative of the results to be
expected for the full year ending August 31, 2003.

Recent accounting pronouncements

The Company adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 142 ("SFAS 142") "Goodwill and
Other Intangible Assets" as of September 1, 2002, the beginning of its current fiscal year. The effect of the adoption of SFAS 142 is described in Note 3, below.

The
Company adopted FASB Statement of Accounting Standards No. 143 ("SFAS 143") "Accounting for Asset Retirement Obligations" as of September 1, 2002, the beginning
of its current fiscal year. SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. The adoption of SFAS 143 had no effect on the Company's financial position or results of operations.

The
Company adopted FASB Statement of Accounting Standards No. 144 ("SFAS 144") "Accounting for the Impairment or Disposal of Long-Lived Assets" as of
September 1, 2002, the beginning of its current fiscal year. The adoption of SFAS 144 had no effect on the Company's financial position or results of operations.

The
Company adopted FASB Statement of Accounting Standards No. 145 ("SFAS 145") "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" as of September 1, 2002, the beginning of its current fiscal year. The adoption of SFAS 145 had no effect on the Company's financial position or
results of operation.

In
July 2002, the FASB issued Statement of Financial Accounting Standards No. 146 ("SFAS 146") "Accounting for Costs Associated with Exit or Disposal Activities"
which nullifies EITF Issue No. 94-3 "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS 146 requires that costs associated with an exit or disposal activity be recognized only when the liability is incurred (that is, when it meets the definition of a
liability in the FASB's conceptual framework). SFAS 146 also establishes fair value as the objective for initial measurement of liabilities related to exit or disposal activities.
SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS 146 is not expected to have a material impact on the
Company's financial position or results of operation.

6

---

2.    Inventories

Inventories were as follows:

November 30, 2001

August 31, 2002

November 30, 2002Finished goods

$
6,875,000

$
5,457,000

$
5,102,000Work in process


363,000


290,000


288,000Materials and parts


6,818,000


6,566,000


6,788,000$
14,056,000

$
12,313,000

$
12,178,000


3.    Cumulative effect of a change in accounting principle

The Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), effective
September 1, 2002. As a result, the Company discontinued the amortization of goodwill arising from business combinations consummated prior to June 30, 2001 that have been accounted for
using the purchase method of accounting. Such goodwill aggregated to a net amount of $35,190,000 at August 31,2002 and goodwill amortization for the three months ended November 30, 2001
was $274,000.

SFAS
No. 142 also requires the Company to assess the recoverability of recorded goodwill at the adoption date. Impairments of goodwill that are identified as a result of the
assessment, if any, are to be reported as a cumulative change in accounting principle as of the adoption date. SFAS No. 142 requires that assessment to be completed within six months of the
date of adoption and to be reported retroactively to the beginning of the year adopted.

The
Company performed a transitional fair value based impairment test on its goodwill as of September 1, 2002. As a result, an impairment charge of $22,343,000 was recorded as of
September 1, 2002. The charge is presented as the cumulative effect of a change in accounting principle in the accompanying Condensed Consolidated Statements of Operations. The charge is net of
an income tax benefit of $4,812,000.

A
reconciliation of previously reported net income and earnings per share to the amounts adjusted for the exclusion of goodwill amortization follows:

Three Months Ended November 302001

2002Reported net income

$
505,000

$
1,155,000Add back: Goodwill amortization, net of taxes


222,000


Adjusted net income

$
727,000

$
1,155,000Basic earnings per share:Reported net income

$
..12

$
..22Goodwill amortization


.05


Adjusted net income

$
.17

$
.22Diluted earnings per share:Reported net income

$
.11

$
.21Goodwill amortization


.05


Adjusted net income

$
.16

$
.21


7

---

4.    Earnings per share

Basic earnings 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 net income less the reported accretion in the value of the preferred stock for that
period.

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 624,634 common shares as of November 30, 2001 and 397,940 common shares as of November 30, 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 for the three
months ended November 30, 2002, as they would have been anti-dilutive.

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

Three months ended November 302001

2002Numerators:Before cumulative effect of a change in accounting principle:Net income

$
505,000

$
1,155,000Preferred stock accretion





(184,000
)Income available to common stockholders

$
505,000

$
971,000After cumulative effect of a change in accounting principle:Net income (loss)

$
505,000

$
(21,188,000
)Preferred stock accretion





(184,000
)Income (loss) available to common stockholders

$
505,000

$
(21,372,000
)Denominators:Weighted average shares outstandingbasic


4,336,000


4,437,000Impact of common shares to be issued under stock option plans


117,000


115,000Weighted average shares outstandingdiluted


4,453,000


4,552,000


8

---

5.    Supplemental cash flow information

Three months ended November 302001

2002Cash paid during the period:Interest

$
694,000

$
369,000Income taxes

$
9,000

$
741,000Non-cash financing activity:Common stock issued to ESOP and 401(k)Savings and Retirement Plan

$
240,000

$
429,000


6.    Comprehensive income (loss)

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. There was no swap agreement in place as of November 30, 2002.

The
reconciliation of net income to total comprehensive income for the three months ending November 30, 2001 and 2002 was as follows:

Three months ended November 302001

2002Net income (loss)

$
505,000

$
(21,188,000
)Changes in value of interest rate swaps


24,000


Total comprehensive income (loss)

$
529,000

$
(21,188,000
)


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

Statements contained in this Quarterly Report on Form 10-Q, which are not purely historical, are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to statements regarding Summa's expectations, hopes,
beliefs, intentions or strategies regarding the future, such as those set forth in Part II, Item 1 "Legal Proceedings" below. Actual results could differ materially from those projected in any
forward-looking statements as a result of a number of factors, including those detailed in this "Management's Discussion and Analysis" section and elsewhere herein and in the Company's Annual Report
on Form 10-K for the fiscal year ended August 31, 2002. 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 plastic products for diverse commercial and industrial markets. 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

9

---

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, 2002.

Critical Accounting Policies and Estimates

The following discussion and analysis of the Company's financial condition and results of operations are based upon the consolidated financial statements of the
Company, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires management to make
estimates and assumptions in applying certain critical accounting policies. Certain accounting estimates are particularly sensitive because of their significance to the Company's condensed
consolidated financial statements and because of the possibility that future events affecting the estimates could differ markedly from current expectations. The Company believes that the following are
some of the more critical judgment areas in the application of its accounting policies that affect the Company's financial statements.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of.The Company reviews its
long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future operating cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of by sale are reported at the lower of the carrying amount or fair value less costs to sell.

The
Company has a significant amount of property and equipment and intangible assets. The determination as to whether events or changes in circumstances indicate that the carrying amount
of an
asset may not be recoverable involves management's judgment. In addition, should the Company conclude that recoverability of an asset is in question, the estimate of undiscounted future operating cash
flows to determine whether an asset is recoverable and, if not, the final determination of the fair value of the asset are also based on the judgment of management. These judgments can be impacted by
a variety of underlying assumptions, such as the general business climate, effectiveness of competition and supply and cost of resources. Accordingly, actual results can differ significantly from the
assumptions made by management in making its estimates. Future changes in management's estimates could result in indicators of impairment and future impairment charges.

New
accounting standards adopted by the Company effective September 1, 2002 eliminated the impairment recoverability tests for goodwill and certain other intangible assets with
indefinite lives and require that such assets be valued at the lower of their carrying value or fair value. For a summary of the impairment charge to goodwill taken by the Company effective
September 1, 2002, see Note 3 in the "Notes to Condensed Consolidated Financial Statements", above. Significant management judgment is involved in determining the fair value of assets.
Accordingly, future changes in management's estimates could result in additional impairment charges of goodwill and indefinite lived intangible assets.

Valuation of Inventory.The Company values its inventories at the lower of cost or market using the first-in,
first-out (FIFO) method. Accordingly, the Company records adjustments to the value of inventory based upon obsolescence and changes in market value as permanent changes in the carrying
amount of such inventory until its ultimate sale or other disposition. The Company has evaluated the current level of inventories considering planned sales volume and other factors and, based on this

10

---

evaluation, has recorded adjustments to cost of goods sold to adjust inventory to lower of cost or market. These adjustments are estimates, which could vary significantly, either favorably or
unfavorably, from actual requirements if future economic conditions, customer demand or competition differ from expectations.

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 month periods ended November 30, 2002 and the Company's effective income tax rate during those periods:

Three months ended
November 302001

2002Net sales

100.0
%
100.0
%Cost of sales

72.6
%
73.2
%Gross profit

27.4
%
26.8
%S,G & A and other expenses, net

21.4
%
19.3
%Operating income

6.0
%
7.5
%Interest expense, net

2.9
%
1.4
%Income before tax and cumulative effect of a change in accounting principle

3.1
%
6.1
%Provision for income taxes

1.1
%
2.1
%Income before cumulative effect of a change in accounting principle

2.0
%
4.0
%Effective tax rate

35.7
%
34.2
%


Sales
for the first quarter ended November 30, 2002 increased $3,367,000, or 13%, compared to the same period in the prior year primarily due to the inclusion of the sales of
$2,750,000 from newly acquired operations. Same business sales in the first quarter increased 4% compared to the first quarter of the prior fiscal year.

Gross
profit for the first quarter increased $757,000, or 11%, from the comparable prior year period, primarily due to the inclusion of $568,000 of gross profit from recently acquired
operations. Gross margin decreased from 27.4% to 26.8% due to the inclusion of newly acquired operations with historically lower margins.

Operating
expenses for the three months ended November 30, 2002 increased $118,000,or 2%, from the comparable prior year period, primarily due to the inclusion of the operating
expenses of recently acquired operations, partially off-set by the elimination of goodwill amortization in the quarter ended November 30, 2002. As a percentage of sales, operating
expenses decreased from 21.4% to 19.3%, primarily as a result of the inclusion of recently acquired operations with historically lower operating expenses, the elimination of goodwill amortization and
increased sales levels.

Operating
income increased $639,000, or 42%, from the comparable prior year period, due to the inclusion of $301,000 from recently acquired operations, the elimination of goodwill
amortization of $274,000 and improvement in operations of previously owned businesses of $64,000. Operating margin for the quarter increased from 6.0% in the first quarter of fiscal 2001 to 7.5% 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, 2002 decreased $330,000 from the prior year first quarter, due to decreased average debt levels and decreased
interest rates.

11

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The decrease in the effective tax rate in the first quarter of fiscal 2003 versus fiscal 2002, from 35.7% to 34.2%, was primarily due to the elimination of the amortization of goodwill,
a substantial portion of which was not tax deductible, partially off-set by an adverse change in the distribution of earnings among various tax jurisdictions.

The
Company's backlog of unfilled orders, believed to be firm, was $8,205,000 at November 30, 2001, $9,225,000 at August 31, 2002 and $8,594,000 at November 30,
2002. 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.

Liquidity and Capital Resources

Working Capital.The Company's working capital was $15,250,000 at November 30, 2001, $16,301,000 at August 31,
2002 and $18,156,000 at November 30, 2002. The increase in working capital during the first quarter of fiscal 2003 was primarily due to a seasonal decrease in accounts payable and accrued
liabilities and an increase in cash.

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, 2002:

Description of Debt

Balance

Weighted
Average
Interest
Rate

Additional
Availability

DueRevolving line of credit

$
6,565,000

3.5
%
$
8,941,000

2004Bank term loans


9,284,000

7.9
%



2002-2005Real estate and other loans


8,854,000

4.2
%
$
2,000,000

2002-2007Total debt

$
24,703,000

5.4
%
$
10,941,000


Interest
rates on most of the bank term loans are fixed for periods of four months to four years. Interest rates on the bank line of credit 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 subject to market fluctuation.

Summary
of the Company's contractual obligations at November 30, 2002:

Obligations DueContractual Obligations

Balance

Within
1 year

1-3 years

3-5 years

After
5 yearsLong-term debt

$
18,138,000

$
5,041,000

$
4,566,000

$
8,531,000

$
Line of credit


6,565,000





6,565,000





Operating leases


5,127,000


1,306,000


2,496,000


957,000


368,000Other long-term obligations


2,255,000


183,000


385,000


403,000


1,284,000Total contractual obligations

$
32,085,000

$
6,530,000

$
14,012,000

$
9,891,000

$
1,652,000


Operating
leases are primarily for manufacturing plants not owned by the Company.

12

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Summary
of the Company's contingent liabilities at November 30, 2002:

|                                            |  |   |           | Estimated Period of Occurrence
|------------------------------------------- |  | - | --------- | ------------------------------
|
|Preferred stock redemption                  |  | $ | 7,868,000 |                               
|Obligations under standby letters of credit |  |   | 116,000   |                               
|Other contingent liabilities                |  |   | 1,799,000 |                               
|                                            |  |   |           |                               
|Total contingent liabilities                |  | $ | 9,783,000 |                               
|                                            |  |   |           |                               

For
details on the contingent preferred stock redemption obligation, see Note 4 in the "Notes to Condensed Consolidated Financial Statements" above.

The
Company previously announced a plan to repurchase up to $2,000,000 of its common stock with no time limit. As of November 30, 2002, the Company had purchased 1,000 shares at
an average cost of $9.73 per share pursuant to this buy-back plan.

Net
cash provided by operating activities in the first three months of fiscal 2003 was $1,485,000, $14,000 more than in the first three months of fiscal 2002. Net cash used in investing
activities was $1,014,000 in the first three months of fiscal 2003, $187,000 more than in the first three months of fiscal 2002. $9,000 in cash was provided by financing activities in the first three
months of fiscal 2003 versus $682,000 used in fiscal 2002, primarily due to lower net payments of long-term debt.

Summa
believes that cash flows from operations and existing credit facilities will be sufficient to fund working capital requirements, planned investments 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 4,474,492 shares were outstanding at November 30, 2002 and 5,000,000 shares of
"blank check" preferred stock authorized, of which 5,000 shares were outstanding at November 30, 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 "Management's 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, 2002.

EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Within the ninety days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant
to Exchange Act Rule 13a14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are
effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

13

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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, 2002, the Company and/or its affiliates were parties to several civil
lawsuits. Summa does not expect that the resolution of these lawsuits will have a material adverse impact on future results of
operations or financial position. Certain lawsuits filed against the Company from time to time contain claims not covered by insurance, or seek damages in excess of policy limits, and such claims
could be filed in the future. Any losses that Summa may suffer from such lawsuits, and the effect such litigation may have upon the reputation and marketability of Summa's products, could have a
material adverse impact on the future results of operations, financial condition and/or prospects of the Company.

Item 2.    Changes in Securities and Use of Proceeds

None.

Item 3.    Defaults upon Senior Securities

None.

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

None.

Item 5.    Other Information

None.

Item 6.    Exhibits and Reports on Form 8-K





14

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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 December 23, 2002.

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

15

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CERTIFICATION PURSUANT TO RULE 13a14
OF THE SECURITIES EXCHANGE ACT OF 1934

I, James R. Swartwout, certify that:

1.    I
have reviewed this Quarterly Report on Form 10-Q of Summa Industries;

2.    Based
on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.    The
registrant's other certifying officers and I have indicated in this Quarterly Report whether there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

| | /s/JAMES R. SWARTWOUTJames R. Swartwout
Chief Executive Officer
Chief Financial Officer
December 24, 2002
| | ---------------------------------------------------------------------------------------------------------

16

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