-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fd1PCkZGlgMtcbQmk1oK7GvUiWw+eprUt5JEgGp/m4esM2v+D5iAR39fvI8Xq+vq QZ9cDNsp/zwBycjHb9905Q== 0000909518-02-000712.txt : 20020927 0000909518-02-000712.hdr.sgml : 20020927 20020927164108 ACCESSION NUMBER: 0000909518-02-000712 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020927 ITEM INFORMATION: FILED AS OF DATE: 20020927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNBEAM CORP/FL/ CENTRAL INDEX KEY: 0000003662 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 251638266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00052 FILM NUMBER: 02775042 BUSINESS ADDRESS: STREET 1: 2381 EXECUTIVE CENTER DR STREET 2: SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619124100 MAIL ADDRESS: STREET 1: 2381 EXECURIVE CENTER DR STREET 2: SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: SUNBEAM OSTER COMPANY INC DATE OF NAME CHANGE: 19910603 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY INTERNATIONAL /PA DATE OF NAME CHANGE: 19920109 FORMER COMPANY: FORMER CONFORMED NAME: SUNBEAM OSTER COMPANY INC /DE/ DATE OF NAME CHANGE: 19931210 8-K 1 mv9-27_8k.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT - September 27, 2002 (Date of Earliest Event Reported) SUNBEAM CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Commission File No. 1-000052 Delaware 25-1638266 ------------------------ ---------------- (State of Incorporation) (I.R.S. Employer Identification No.) 2381 Executive Center Drive, Boca Raton, FL 33431 - ------------------------------------------- ----- (Address of principal Zip Code executive offices) Registrant's telephone number, including area code: (212) 912-4100 ================================================================================ ITEM 9. REGULATION FD DISCLOSURE. As previously disclosed, on February 6, 2001, Sunbeam Corporation (the "Company") and its domestic subsidiaries (the "Subsidiary Debtors" and together with the Company, the "Debtors") filed voluntary petitions under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Court"). The Subsidiary Debtors' cases are being jointly administered separately from the case for the Company. The Debtors remain in possession of their assets and properties, and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On September 27, 2002, the Company filed with the Court unaudited financial information for the second quarter and six months ended June 30, 2002 (the "Financial Information"), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. This Current Report (including the Exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Financial Information and that such Financial Information were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of any of the Debtors, or any other affiliate of the Company. The Financial Information was not audited and may be subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Financial Information is complete. Certain statements in this report, including the Financial Information filed as an exhibit hereto, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company assumes no obligations to update or revise any such forward-looking statements. Such statements could be subject to risk and uncertainty that exist in the operations of the Company and the business environment that could render actual outcomes and results materially different from those predicted. These risks and uncertainties include, without limitation and in no particular order, the following factors as well as risks and uncertainties disclosed in the Company's filings with the Securities and Exchange Commission: 1. inability to confirm and implement the Company's Third Amended Plan of Reorganization; 2. inability to satisfy the conditions precedent to the effective date after confirmation of the Company's Third Amended Plan of Reorganization; 3. inability to confirm and consummate the Subsidiary Debtors' Third Amended Plan of Reorganization; 2 4. the possibility of a slowdown in economic growth or retail sales of the United States and/or other countries or a recession in the United States or other countries resulting in a decrease in consumer demands for the Company's products; 5. exposure to economic and legal uncertainty in foreign countries, including the possibility of changes in foreign laws and regulations, currency fluctuations, governmental instability and adverse changes in monetary and/or tax policies; 6. the Company's ability to successfully introduce new products and to provide on-time delivery and a satisfactory level of customer service; 7. actions by competitors in existing and/or future lines of businesses including business combinations, new product offerings and promotional activities; 8. the concentrated nature of the Company's customer base and the trend by retailers of increasing the scope of private label or retailer-specific brands, particularly in appliances; 9. ability of the Company to obtain raw materials and components and the ability of the Company to contain raw material and component costs; 10. the Company's dependence upon third-party suppliers, vendors and service providers; 11. the ability of the Company to manufacture, source and deliver high quality products in a timely matter; 12. weather conditions, including the absence of severe storms such as hurricanes, which can have an unfavorable impact upon sales of Powermate generators and certain of the Company's other products; 13. the Company's reliance on the performance of its senior management team and the ability of the Company to find qualified replacements in the event the services provided by senior management were no longer available; 14. the adverse publicity or news coverage relating to the Company and its Chapter 11 case; 15. inability to maintain sufficient liquidity to finance the Company's operations and to meet customary covenants under the Company's working capital facility and financing programs following consummation of the Company's Third Amended Plan of Reorganization; 16. inability of the Company to maintain or replace foreign working capital lines of credit; and 17. inability of the Company to implement its business plan, including confirmation and consummation of the Subsidiary Debtors' Third Amended Plan of Reorganization. 3 SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 27, 2002 SUNBEAM CORPORATION By: /s/ Steven R. Isko ------------------------------- Name: Steven R. Isko Title: Senior Vice President 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Sunbeam Corporation and Subsidiaries: (1) Condensed Consolidated Statements Of Operations (Unaudited); (2) Condensed Consolidated Balance Sheets (Unaudited); and (3) Condensed Consolidated Statements Of Cash Flows (Unaudited) 5 EX-99 3 mv927_ex99-1.txt EXHIBIT 99.1 SUNBEAM CORPORATION AND SUBSIDIARIES (DEBTORS-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended ---------------------------- ---------------------------- June 30, June 30, June 30, June 30, 2002 2001 2002 2001 ------------- ------------- ------------- ------------ Net sales.......................................................... $ 546,771 $ 601,678 $ 992,018 $ 1,078,131 Cost of goods sold................................................. 416,208 474,427 765,986 843,391 Selling, general and administrative expense........................ 106,990 121,270 206,912 230,519 ------------- ------------- ------------- ------------ Operating income................................................... 23,573 5,981 19,120 4,221 Interest expense (contractual interest and Debenture discount amortization for the three and six month periods ended June 30, 2002 and 2001, respectively, $49,027, $61,922 $96,010 and $123,366)........................................... 5,052 8,541 8,627 35,867 Other (income) expense, net........................................ (2,833) 620 (2,065) 3,799 ------------- ------------- ------------- ------------ Income (loss) before reorganization costs and income taxes.......................................... 21,354 (3,180) 12,558 (35,445) Reorganization costs............................................... 2,822 5,690 5,488 51,212 Income tax provision (benefit): Current......................................................... 2,348 (411) 4,282 1,535 Deferred........................................................ 1,084 589 101 (382) ------------- ------------- ------------- ------------ 3,432 178 4,383 1,153 Net income (loss).................................................. $ 15,100 $ (9,048) $ 2,687 $ (87,810) ============= ============= ============= ============ Income (loss) per share: Net income (loss), basic and diluted............................ $ 0.14 $ (0.08) $ 0.03 $ (0.82) ============= ============= ============= ============ Weighted average common shares outstanding and diluted............. 107,304 107,304 107,304 107,304
INTANGIBLE ASSETS - ----------------- In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets," ("SFAS No. 142"), which the Company is required to adopt as of January 1, 2002. As discussed below, the Company has not fully adopted this statement as of June 30, 2002. Under the provisions of this statement, goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. The Company discontinued the amortization of goodwill and identifiable intangible assets that have indefinite useful lives as of January 1, 2002. Identifiable intangible assets deemed to have indefinite lives are required to be tested for impairment in the first interim period in which SFAS No. 142 is initially applied (March 31, 2002 for the Company). SFAS No. 142 prescribes that an impairment loss be measured as the difference between the carrying amount and fair value of the asset. In addition, SFAS No. 142 sets forth guidelines for the evaluation of goodwill for impairment using a "two-step" transitional goodwill impairment test. SFAS No. 142 requires the completion of the first step of the transitional goodwill impairment test (whereby the fair value of reporting units is compared to the carrying value, including goodwill) no later than 6 months (June 30, 2002 for the Company) after initial adoption. If there is indication of impairment, the second step (comparing the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill) must be completed by the end of the fiscal year. Given that the Company is in the process of obtaining a business-by-business valuation for Fresh-Start Accounting purposes, the Company has delayed the completion of these transitional impairment tests until the valuation process has been completed. As presented in the Company's Second Amended Joint Disclosure Statement filed with the Court on September 6, 2002, and contained in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2002, based on preliminary estimates, the Company anticipates a material reduction in the carrying value of goodwill and other intangible assets related to the valuation process. This reduction is expected to approximate the impact of the implementation of SFAS No. 142. SUNBEAM CORPORATION AND SUBSIDIARIES (DEBTORS-IN-POSSESSION) CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (AMOUNTS IN THOUSANDS)
June 30, December 31, 2002 2001 ----------------- ---------------- ASSETS Current assets: Cash and cash equivalents................................................ $ 33,630 $ 57,248 Receivables, net......................................................... 210,130 131,375 Inventories.............................................................. 388,739 377,602 Prepaid expenses, deferred income taxes and other current assets......... 38,612 42,160 ----------------- ---------------- Total current assets............................................. 671,111 608,385 Property, plant and equipment, net.......................................... 334,195 361,133 Trademarks, tradenames and other intangibles (see note below)............... 544,249 559,505 Goodwill (see note below)................................................. 15,564 6,396 Other assets................................................................ 29,668 25,324 ----------------- ---------------- $ 1,594,787 $ 1,560,743 ================= ================ LIABILITIES AND SHAREHOLDERS' DEFICIENCY Liabilities not subject to compromise Current liabilities: Short-term debt and current portion of long-term debt.................... $ 35,129 $ 32,707 Accounts payable ....................................................... 150,827 124,133 Other current liabilities................................................ 211,350 225,854 ----------------- ---------------- Total current liabilities........................................ 397,306 382,694 Long-term debt, less current portion........................................ 10,339 1,143 Other long-term liabilities................................................. 196,764 194,175 Deferred income taxes....................................................... 93,362 91,425 Liabilities subject to compromise........................................... 2,498,065 2,499,398 Commitments and contingencies Shareholders' deficiency: Preferred stock (2,000,000 shares authorized, none outstanding).......... -- -- Common stock (107,422,500 shares issued and outstanding)................. 1,074 1,074 Additional paid-in capital............................................... 1,179,629 1,179,629 Accumulated deficit.............................................. (2,686,337) (2,689,024) Accumulated other comprehensive loss..................................... (95,415) (99,771) ----------------- ---------------- Total shareholders' deficiency .......................................... (1,601,049) (1,608,092) ----------------- ---------------- $ 1,594,787 $ 1,560,743 ================= ================
INTANGIBLE ASSETS - ----------------- In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets," ("SFAS No. 142"), which the Company is required to adopt as of January 1, 2002. As discussed below, the Company has not fully adopted this statement as of June 30, 2002. Under the provisions of this statement, goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. The Company discontinued the amortization of goodwill and identifiable intangible assets that have indefinite useful lives as of January 1, 2002. Identifiable intangible assets deemed to have indefinite lives are required to be tested for impairment in the first interim period in which SFAS No. 142 is initially applied (March 31, 2002 for the Company). SFAS No. 142 prescribes that an impairment loss be measured as the difference between the carrying amount and fair value of the asset. In addition, SFAS No. 142 sets forth guidelines for the evaluation of goodwill for impairment using a "two-step" transitional goodwill impairment test. SFAS No. 142 requires the completion of the first step of the transitional goodwill impairment test (whereby the fair value of reporting units is compared to the carrying value, including goodwill) no later than 6 months (June 30, 2002 for the Company) after initial adoption. If there is indication of impairment, the second step (comparing the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill) must be completed by the end of the fiscal year. Given that the Company is in the process of obtaining a business-by-business valuation for Fresh-Start Accounting purposes, the Company has delayed the completion of these transitional impairment tests until the valuation process has been completed. As presented in the Company's Second Amended Joint Disclosure Statement filed with the Court on September 6, 2002, and contained in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2002, based on preliminary estimates, the Company anticipates a material reduction in the carrying value of goodwill and other intangible assets related to the valuation process. This reduction is expected to approximate the impact of the implementation of SFAS No. 142. 2 SUNBEAM CORPORATION AND SUBSIDIARIES (DEBTORS-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (AMOUNTS IN THOUSANDS)
Six Months Ended ----------------------------------------------- June 30, June 30, 2002 2001 ----------------- ---------------- OPERATING ACTIVITIES: Net income (loss)........................................................ $ 2,687 $ (87,810) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization....................................... 34,168 47,053 Non-cash interest charges........................................... 1,705 9,707 Non-cash reorganization costs....................................... -- 39,869 Deferred income taxes............................................... 101 (382) (Gain) loss on sale of property, plant and equipment................ (13) 671 Loss on sale of business............................................ 848 -- Excess reimbursement for Lyon plant casualty........................ (3,417) -- Changes in working capital and other, net of divestitures........... (58,651) (4,429) ----------------- ---------------- Net cash (used in) provided by operating activities.......... (22,572) 4,679 ----------------- ---------------- INVESTING ACTIVITIES: Capital expenditures..................................................... (13,788) (16,687) Net proceeds from sale of business....................................... 6,300 -- Proceeds from sale of other assets....................................... 135 58 Insurance proceeds from Lyon plant casualty.............................. 6,008 -- ----------------- ---------------- Net cash used in investing activities........................ (1,345) (16,629) ----------------- ---------------- FINANCING ACTIVITIES: Net borrowings (repayments) under revolving credit facilities............ 9,980 (10,813) Net borrowings under DIP facility........................................ -- 35,000 Net borrowings (repayments) under debt obligations....................... 1,591 (762) Deferred financing fees.................................................. (4,798) (9,626) Other, net ............................................................. -- 18 ----------------- ---------------- Net cash provided by financing activities.................... 6,773 13,817 ----------------- ---------------- Effect of exchange rate changes on cash and cash equivalents................. (6,474) 5,798 ----------------- ---------------- Net (decrease) increase in cash and cash equivalents......................... (23,618) 7,665 Cash and cash equivalents at beginning of period............................. 57,248 27,225 ----------------- ---------------- Cash and cash equivalents at end of period................................... $ 33,630 $ 34,890 ================= ================
INTANGIBLE ASSETS - ----------------- In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets," ("SFAS No. 142"), which the Company is required to adopt as of January 1, 2002. As discussed below, the Company has not fully adopted this statement as of June 30, 2002. Under the provisions of this statement, goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. The Company discontinued the amortization of goodwill and identifiable intangible assets that have indefinite useful lives as of January 1, 2002. Identifiable intangible assets deemed to have indefinite lives are required to be tested for impairment in the first interim period in which SFAS No. 142 is initially applied (March 31, 2002 for the Company). SFAS No. 142 prescribes that an impairment loss be measured as the difference between the carrying amount and fair value of the asset. In addition, SFAS No. 142 sets forth guidelines for the evaluation of goodwill for impairment using a "two-step" transitional goodwill impairment test. SFAS No. 142 requires the completion of the first step of the transitional goodwill impairment test (whereby the fair value of reporting units is compared to the carrying value, including goodwill) no later than 6 months (June 30, 2002 for the Company) after initial adoption. If there is indication of impairment, the second step (comparing the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill) must be completed by the end of the fiscal year. Given that the Company is in the process of obtaining a business-by-business valuation for Fresh-Start Accounting purposes, the Company has delayed the completion of these transitional impairment tests until the valuation process has been completed. As presented in the Company's Second Amended Joint Disclosure Statement filed with the Court on September 6, 2002, and contained in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2002, based on preliminary estimates, the Company anticipates a material reduction in the carrying value of goodwill and other intangible assets related to the valuation process. This reduction is expected to approximate the impact of the implementation of SFAS No. 142. 3 -----END PRIVACY-ENHANCED MESSAGE-----