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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
<TABLE>
<S> <C>
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)
</TABLE>
(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.
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<PAGE>
PART I. FINANCIAL INFORMATION
SUNBEAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
MARCH 31, MARCH 30,
1996 1997
------------ -----------
(UNAUDITED)
<S> <C> <C>
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
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
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)
<TABLE>
<CAPTION>
DECEMBER 29, MARCH 30,
1996 1997
--------------- -----------
<S> <C> <C>
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
========== ==========
</TABLE>
3
<PAGE>
SUNBEAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
MARCH 31, MARCH 30,
1996 1997
------------ -----------
(UNAUDITED)
<S> <C> <C>
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
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
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)
<TABLE>
<CAPTION>
DECEMBER 29, MARCH 30,
1996 1997
--------------- -----------
<S> <C> <C>
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
========== ==========
</TABLE>
5
<PAGE>
SUNBEAM CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
MARCH 31, MARCH 30,
1996 1997
------------ -----------
<S> <C> <C>
Cash paid during the period for:
Interest ........................... $1,280 $1,103
======= =======
Income taxes (refunds) .............. $2,629 $(11,920)
======= =======
</TABLE>
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):
<TABLE>
<CAPTION>
RESERVE BALANCE CASH NON-CASH RESERVE BALANCE
AT DECEMBER 29, 1996 REDUCTIONS REDUCTIONS AT MARCH 30, 1997
----------------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C>
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
======= ======== ======== =======
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
MARCH 31, MARCH 30,
1996 1997
------------ -----------
<S> <C> <C>
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
======= =======
</TABLE>
7
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<S> <C>
27. Financial Data Schedule, submitted electronically to the Securities
and Exchange Commission for information only and not filed.
</TABLE>
(b) Reports on Form 8-K
The Company has not filed any reports on Form 8-K during the first quarter
of 1997.
8
<PAGE>
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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> MAR-30-1997
<CASH> 30,415
<SECURITIES> 0
<RECEIVABLES> 296,716
<ALLOWANCES> 0
<INVENTORY> 148,011
<CURRENT-ASSETS> 609,654
<PP&E> 332,411
<DEPRECIATION> 114,958
<TOTAL-ASSETS> 1,053,155
<CURRENT-LIABILITIES> 260,154
<BONDS> 175,235
0
0
<COMMON> 892
<OTHER-SE> 412,268
<TOTAL-LIABILITY-AND-EQUITY> 1,053,155
<SALES> 253,450
<TOTAL-REVENUES> 253,450
<CGS> 185,698
<TOTAL-COSTS> 185,698
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,993
<INCOME-PRETAX> 32,637
<INCOME-TAX> 12,076
<INCOME-CONTINUING> 20,561
<DISCONTINUED> (13,713)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,848
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
