-----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, IJ6PH0VOuJt9ivW6Ne/C82w94MZ7ePqFbjBfko4FspGcfq8Gt+xErQLUhF+v+pmy VcupO/cFbU9zYiv8gh+sTw== 0000950170-97-000684.txt : 19970529 0000950170-97-000684.hdr.sgml : 19970529 ACCESSION NUMBER: 0000950170-97-000684 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970330 FILED AS OF DATE: 19970528 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNBEAM CORP/FL/ CENTRAL INDEX KEY: 0000003662 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 251638266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00052 FILM NUMBER: 97615043 BUSINESS ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 3057672100 MAIL ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 FORMER COMPANY: FORMER CONFORMED NAME: SUNBEAM OSTER COMPANY INC /DE/ DATE OF NAME CHANGE: 19931210 10-Q/A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-Q/A [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED MARCH 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________. COMMISSION FILE NUMBER 1-52 [GRAPHIC OMITTED] SUNBEAM CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 25-1638266 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1615 SOUTH CONGRESS AVENUE 33445 SUITE 200 (ZIP CODE) DELRAY BEACH, FLORIDA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(561) 243-2100 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ] On May 2, 1997, there were 84,726,432 shares of the registrant's Common Stock ($.01 par value) outstanding. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I. FINANCIAL INFORMATION SUNBEAM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED -------------------------- MARCH 31, MARCH 30, 1996 1997 ------------ ----------- (UNAUDITED) Net sales ............................................................ $229,709 $ 253,450 Cost of goods sold ................................................... 181,608 185,698 Selling, general and administrative expense ........................... 32,585 33,009 --------- --------- Operating earnings ................................................... 15,516 34,743 Interest expense ...................................................... 3,035 1,993 Other expense, net ................................................... 1,337 113 --------- --------- Earnings from continuing operations before income taxes ............... 11,144 32,637 Income taxes (benefit): Current ............................................................... 2,396 (1,052) Deferred ............................................................ 2,128 13,128 --------- --------- 4,524 12,076 --------- --------- Earnings from continuing operations .................................... 6,620 20,561 Earnings (loss) from discontinued operations ........................... 10,741 (13,713) --------- --------- Net earnings ......................................................... $ 17,361 $ 6,848 ========= ========= Net earnings per share of common stock from continuing operations ...... $ .08 $ .24 ========= ========= Net earnings per share of common stock ................................. $ .21 $ .08 ========= ========= Average number of common and common equivalent shares outstanding ....................................... 82,530 86,978 Dividends declared per share of common stock ........................ $ .01 $ .01
See Notes to Condensed Consolidated Financial Statements. 2 SUNBEAM CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. OPERATIONS AND BASIS OF PRESENTATION Sunbeam Corporation (the "Company") is a leading designer, manufacturer and marketer of consumer branded products. The Sunbeam- and Oster- brands have been household names for generations, and the Company is a market share leader in many of its product categories. The Company markets its products through virtually every category of retailer including mass merchandisers, catalog showrooms, warehouse clubs, department stores, catalogs, Company-owned outlet stores, television shopping channels, hardware stores, home centers, drug and grocery stores, pet supply retailers, as well as independent distributors and the military. The Company also sells its products to commercial end-users such as hotels and other institutions. In the opinion of management, the unaudited condensed consolidated financial statements furnished herein include all adjustments (with the exception of the loss from discontinued operations in the first quarter of 1997) necessary for a fair presentation of the results of operations for the interim periods presented. These interim results of operations are not necessarily indicative of results for the entire year. Certain prior year amounts have been reclassified to reflect discontinued operations as described in Note 4. The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and related notes contained in the Company's 1996 Annual Report on Form 10-K ("Form 10-K"). 2. SUPPLEMENTAL FINANCIAL STATEMENT DATA (In thousands)
DECEMBER 29, MARCH 30, 1996 1997 --------------- ----------- Inventories: Finished goods ................................. $ 84,813 $ 63,045 Work in process ................................. 25,167 32,391 Raw materials and supplies ..................... 52,272 52,575 ---------- ---------- $ 162,252 $ 148,011 ========== ========== Property, plant and equipment: Land .......................................... $ 2,524 $ 2,394 Buildings and improvements ..................... 95,619 93,687 Machinery and equipment ........................ 258,199 236,330 ---------- ---------- 356,342 332,411 Accumulated depreciation and amortization ...... (136,254) (114,958) ---------- ---------- $ 220,088 $ 217,453 ========== ========== Trademarks and trade names: Gross .......................................... $ 245,307 $ 229,969 Accumulated amortization ........................ (45,045) (30,941) ---------- ---------- $ 200,262 $ 199,028 ========== ==========
3 SUNBEAM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
THREE MONTHS ENDED -------------------------- MARCH 31, MARCH 30, 1996 1997 ------------ ----------- (UNAUDITED) OPERATING ACTIVITIES: Net earnings ................................................... $ 17,361 $ 6,848 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation and amortization ................................. 11,376 10,587 Loss on sale of discontinued operations, net of taxes ......... - 13,713 Deferred income taxes .......................................... 2,128 13,128 Decrease in cash from changes in working capital and other ...... (63,799) (66,969) --------- --------- Net cash used in operating activities ........................... (32,934) (22,693) --------- --------- INVESTING ACTIVITIES: Capital expenditures, net ....................................... (20,336) (10,821) Proceeds from sales of divested operations and other assets....... - 70,404 --------- --------- Net cash provided by (used in) investing activities ............ (20,336) 59,583 --------- --------- FINANCING ACTIVITIES: Net borrowing (payments) under revolving credit facility ......... 40,000 (20,000) Issuance of long-term debt ....................................... 6,500 - Payments of debt obligations .................................... (642) (6,322) Proceeds from exercise of stock options ........................ 73 8,866 Other, net ...................................................... (778) (545) --------- --------- Net cash provided by (used in) financing activities ............ 45,153 (18,001) --------- --------- Net increase (decrease) in cash and cash equivalents ............ (8,117) 18,889 Cash and cash equivalents at beginning of period .................. 28,273 11,526 --------- --------- Cash and cash equivalents at end of period ........................ $ 20,156 $ 30,415 ========= =========
See Notes to Condensed Consolidated Financial Statements. 4 SUNBEAM CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. OPERATIONS AND BASIS OF PRESENTATION Sunbeam Corporation (the "Company") is a leading designer, manufacturer and marketer of consumer branded products. The Sunbeam- and Oster- brands have been household names for generations, and the Company is a market share leader in many of its product categories. The Company markets its products through virtually every category of retailer including mass merchandisers, catalog showrooms, warehouse clubs, department stores, catalogs, Company-owned outlet stores, television shopping channels, hardware stores, home centers, drug and grocery stores, pet supply retailers, as well as independent distributors and the military. The Company also sells its products to commercial end-users such as hotels and other institutions. In the opinion of management, the unaudited condensed consolidated financial statements furnished herein include all adjustments (with the exception of the loss from discontinued operations in the first quarter of 1997) necessary for a fair presentation of the results of operations for the interim periods presented. These interim results of operations are not necessarily indicative of results for the entire year. Certain prior year amounts have been reclassified to reflect discontinued operations as described in Note 4. The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and related notes contained in the Company's 1996 Annual Report on Form 10-K ("Form 10-K"). 2. SUPPLEMENTAL FINANCIAL STATEMENT DATA (In thousands)
DECEMBER 29, MARCH 30, 1996 1997 --------------- ----------- Inventories: Finished goods ................................. $ 84,813 $ 63,045 Work in process ................................. 25,167 32,391 Raw materials and supplies ..................... 52,272 52,575 ---------- ---------- $ 162,252 $ 148,011 ========== ========== Property, plant and equipment: Land .......................................... $ 2,524 $ 2,394 Buildings and improvements ..................... 95,619 93,687 Machinery and equipment ........................ 258,199 236,330 ---------- ---------- 356,342 332,411 Accumulated depreciation and amortization ...... (136,254) (114,958) ---------- ---------- $ 220,088 $ 217,453 ========== ========== Trademarks and trade names: Gross .......................................... $ 245,307 $ 229,969 Accumulated amortization ........................ (45,045) (30,941) ---------- ---------- $ 200,262 $ 199,028 ========== ==========
5 SUNBEAM CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (UNAUDITED)
THREE MONTHS ENDED -------------------------- MARCH 31, MARCH 30, 1996 1997 ------------ ----------- Cash paid during the period for: Interest ........................... $1,280 $1,103 ======= ======= Income taxes (refunds) .............. $2,629 $(11,920) ======= =======
3. RESTRUCTURING COSTS During the fourth quarter of 1996, the Company initiated a restructuring and growth plan. As a result, the Company recorded a pre-tax special charge to earnings of approximately $337.6 million in the fourth quarter of 1996 of which approximately 20% was for cash items. During the first quarter of 1997, the restructuring reserve was reduced by $18.5 million as a result of cash and non-cash charges. The following table sets forth the details and the cumulative activity in the restructuring account as of March 30, 1997 (in millions):
RESERVE BALANCE CASH NON-CASH RESERVE BALANCE AT DECEMBER 29, 1996 REDUCTIONS REDUCTIONS AT MARCH 30, 1997 ----------------------- ------------- ------------- ------------------- Severance and other employee costs . $36.9 $ (8.4) $ (5.5) $23.0 Closure and consolidation of facilities and related exit costs ............... 26.9 (4.6) - 22.3 ------- -------- -------- ------- Total .............................. $63.8 $ (13.0) $ (5.5) $45.3 ======= ======== ======== =======
4. DISCONTINUED OPERATIONS AND OTHER ASSETS HELD FOR SALE On February 10, 1997, the Company entered into an agreement to sell its furniture business (by a sale of assets) to a subsidiary of U.S. Industries, Inc., which was completed on March 17, 1997. The Company initially recorded a provision for estimated losses to be incurred on the sale of the furniture business of $32.4 million, net of applicable income tax benefits, for the fiscal year ended December 29, 1996. During the first quarter of 1997, upon the completion of the sale, the Company provided for additional losses on disposal of the furniture business in the amount of $13.7 million, net of applicable income tax benefits as a result of lower than anticipated sales proceeds. 6 SUNBEAM CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (UNAUDITED) 5. EARNINGS PER SHARE During the first quarter of 1997, the Financial Accounting Standards Board ("FASB") issued Statement No. 128, EARNINGS PER SHARE, which supersedes Accounting Principles Board ("APB") Opinion No. 15, EARNINGS PER SHARE. SFAS No. 128 is effective for financial statements for both interim and annual periods after December 15, 1997. Early application is prohibited; although, footnote disclosure of pro forma earnings per share ("EPS") amounts computed under SFAS No. 128 is permitted, as follows:
THREE MONTHS ENDED -------------------------- MARCH 31, MARCH 30, 1996 1997 ------------ ----------- Primary EPS as reported ............ $ .21 $ .08 Effect of SFAS No. 128 ............... - - ------- ------- Basic EPS as restated ............... $.21 $.08 ======= ======= Fully diluted EPS as reported ...... $ .21 $ .08 Effect of SFAS No. 128 ............... - - ------- ------- Diluted EPS as restated ............ $.21 $.08 ======= =======
7 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 27. Financial Data Schedule, submitted electronically to the Securities and Exchange Commission for information only and not filed.
(b) Reports on Form 8-K The Company has not filed any reports on Form 8-K during the first quarter of 1997. 8 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. SUNBEAM CORPORATION Date: May 28, 1997 By: /s/ Russell A. Kersh ----------------------------------- Russell A. Kersh Executive Vice President, Finance and Administration (Principal Financial Officer and duly authorized to sign on behalf of the Registrant) 9 EX-27 2
5 3-MOS DEC-28-1997 DEC-30-1996 MAR-30-1997 30,415 0 296,716 0 148,011 609,654 332,411 114,958 1,053,155 260,154 175,235 0 0 892 412,268 1,053,155 253,450 253,450 185,698 185,698 0 0 1,993 32,637 12,076 20,561 (13,713) 0 0 6,848 .08 .08
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