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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[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.
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SUNBEAM CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT
ON FORM 10-Q
TABLE OF CONTENTS
PAGE
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited)
for the three months ended March 31, 1996
and March 30, 1997 ................................................ 2
Condensed Consolidated Balance Sheets
as of December 29, 1996 and March 30, 1997 (Unaudited) ............ 3
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31, 1996 and March 30, 1997 ...... 4
Notes to Condensed Consolidated Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................ 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........................... 11
SIGNATURES ................................................................... . 12
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 ............................................................ $229,707 $ 253,450
Cost of goods sold ................................................... 181,608 185,669
Selling, general and administrative expense ........................... 32,585 33,008
--------- ---------
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
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
DECEMBER 29, MARCH 30,
1996 1997
--------------- -------------
(UNAUDITED)
ASSETS
Current assets: .............................................
Cash and cash equivalents .................................... $ 11,526 $ 30,415
Receivables, net .......................................... 213,438 296,716
Inventories ................................................ 162,252 148,011
Net assets of discontinued operations
and other assets held for sale ............................ 102,847 20,655
Deferred income taxes ....................................... 93,689 75,132
Prepaid expenses and other current assets .................. 40,411 38,725
----------- -----------
Total current assets .................................... 624,163 609,654
Property, plant and equipment, net ........................... 220,088 217,453
Trademarks and trade names, net .............................. 200,262 199,028
Other assets ................................................ 28,196 27,020
----------- -----------
$ 1,072,709 $ 1,053,155
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt ...... $ 921 $ 848
Accounts payable .......................................... 107,319 100,648
Restructuring accrual ....................................... 63,834 45,309
Other current liabilities .................................... 99,509 113,349
----------- -----------
Total current liabilities ................................. 271,583 260,154
Long-term debt ............................................. 201,115 175,235
Non-operating and other long-term liabilities ............... 152,451 151,074
Deferred income taxes ....................................... 52,308 53,532
Shareholders' equity:
Common stock (issued 88,441,479 and 89,195,790 shares) ...... 884 892
Other shareholders' equity ................................. 457,756 475,656
Treasury stock, at cost (4,478,814 shares) .................. (63,388) (63,388)
----------- -----------
Total shareholders' equity .............................. 395,252 413,160
----------- -----------
$ 1,072,709 $ 1,053,155
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
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 ................................. $ 85,213 $ 63,045
Work in process ................................. 25,167 32,391
Raw materials and supplies ..................... 52,272 52,575
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$ 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
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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)
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$ 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
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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 ............... - -
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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 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
accompanying condensed consolidated financial statements for the three months
ended March 31, 1996 and March 30, 1997 and the 1996 Form 10-K.
RESULTS OF OPERATIONS
The table below sets forth selected operating data of the Company for the
three months ended March 31, 1996 and March 30, 1997:
THREE MONTHS ENDED
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MARCH 31, MARCH 30,
1996 1997
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Net sales .......................................... 100.0% 100.0%
Cost of goods sold ................................. 79.1 73.3
-------- --------
Gross margin ....................................... 20.9 26.7
Selling, general and administrative expense ...... 14.2 13.0
-------- --------
Operating earnings ................................. 6.7% 13.7%
======== ========
NET SALES
Net sales from continuing operations for the Company for the three months
ended March 30, 1997 were $253.5 million, an increase of $23.7 million (10.3%)
over the comparable period of the prior year.
Domestic sales from ongoing operations, which represents approximately 80%
of total Company sales, increased by 12.5% for the three months ended March 30,
1997. The Company experienced sales growth in each of its five product
categories- Appliances, Health Care, Personal Care and Comfort, Outdoor Cooking
and Away From Home. This growth was achieved through a combination of factors
including enhanced channels of distribution, modest price increases, new product
introductions and the results of the Company's $12.0 million advertising
campaign launched in the fourth quarter of 1996. The Company also realized $1.1
million in revenues during the first quarter of 1997 from its new retail outlet
stores which have opened over the last five months.
The Company's international sales increased 14.7% for the three months
ended March 30, 1997. Essentially every international region in which Sunbeam
operates, including Canada, Mexico, Latin America, and the Far East, experienced
substantial sales growth over the comparable period of the prior year, except
for Venezuela which had inflated sales activity in the first quarter of 1996 due
to the April 1996 devaluation of the bolivar. The current quarter's sales growth
internationally was spurred by the introduction of 42 new 220 volt products and
the signing of 15 new distribution and licensing agreements giving the Company
access to fast-growing markets in Asia and Latin America.
GROSS MARGIN
The gross margin percentage for the three months ended March 30, 1997
increased 5.8 percentage points, to 26.7%. This increase reflects the successful
implementation of the Company's restructuring and growth initiatives announced
on November 12, 1996. Specifically, the Company has now reduced its number of
manufacturing facilities from 26 to 9 and warehouses from 61 to 18 and has taken
other actions contributing to the margin improvement, including the elimination
of low margin and/or unprofitable products/stock keeping units (SKU's) and the
consolidation of the Company's purchasing activities resulting in procurement
savings for raw materials.
OPERATING EARNINGS
Operating earnings for the quarter ended March 30, 1997 increased $19.2
million over the prior year, or 123.9%, to $34.7 million. As a percentage of
sales, operating earnings increased from 6.7% in
8
1996 to 13.7% in 1997. This increase is primarily attributable to the gross
margin improvement described above as well as a 1.2 percentage point decrease in
selling, general and administrative expenses ("SG&A") as a percent of sales, to
13.0%.
The SG&A decrease, as a percentage of sales, for the three months ended
March 30, 1997 was also indicative of the Company's successful implementation of
its cost cutting initiatives associated with the restructuring plan announced in
the fourth quarter of 1996. The reduction in SG&A from these initiatives,
including the consolidation of six divisional and regional headquarters into one
worldwide headquarters and the outsourcing of certain back-office functions,
were partially offset by the Company's renewed commitment to marketing, media
advertising and sales promotion in support of new product introductions and
efforts to increase brand relevance.
INTEREST EXPENSE
Interest expense for the three months ended March 30, 1997 decreased $1.0
million from the comparable period of the prior year due to lower borrowing
levels.
OTHER EXPENSE, NET
Other expense, net decreased from $1.3 million for the first quarter of
1996 to $0.1 million for the first quarter of 1997. This change is primarily
attributable to the recognition by the Company of approximately $1.0 million in
foreign exchange losses in the first quarter of 1996 associated with the April
1996 Venezuelan currency devaluation.
INCOME TAXES
The Company's effective income tax rate for both the three months ended
March 31, 1996 and March 30, 1997 was 37.0%.
EARNINGS FROM CONTINUING OPERATIONS AND EARNINGS PER SHARE FROM CONTINUING
OPERATIONS
For the three months ended March 30, 1997, the Company's earnings from
continuing operations were $20.5 million, an increase of $13.9 million over
earnings from continuing operations of $6.6 million in 1996. Earnings per share
from continuing operations for the three months ended March 30, 1997 were $.24,
an increase of $.16 from $.08 in 1996.
NET EARNINGS AND NET EARNINGS PER SHARE
The Company's discontinued furniture operations broke-even for the three
months ended March 30, 1997 on revenues of $51.6 million compared to earnings of
$10.7 million in 1996 on revenues of $110.2 million. In addition, 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, in the first
quarter of 1997. The additional provision was required primarily due to lower
than anticipated sales proceeds.
As a result of the additional loss provision from discontinued operations,
the Company's net earnings for the three months ended March 30, 1997 were $6.9
million, a decrease of $10.5 million below net earnings of $17.4 million in
1996. Net earnings per share for the three months ended March 30, 1997 were
$.08, a decrease of $.13 from $.21 in 1996.
LIQUIDITY AND CAPITAL RESOURCES
At March 30, 1997, the Company had cash and cash equivalents of $30.4
million and total debt of $176.1 million. Cash used in operating activities for
the three months ended March 30, 1997 was $22.7 million compared to $32.9
million for the comparable period of 1996. This decrease is primarily
attributable to an increase in earnings before non-cash charges.
9
Capital spending totaled $10.8 million for the first quarter of 1997 and
was primarily attributable to new product development and cost reduction
initiatives. Cash provided by investing activities for the first quarter of 1997
also included $70.4 million from the divestiture of product categories and
businesses determined to be non-core to Sunbeam operations in conjunction with
the Company's fourth quarter 1996 restructuring and growth plan.
During the first three months of 1997, the Company repaid $20.0 million
under its revolving credit facility in comparison to net borrowings of $40.0
million during the first quarter of 1996.
The Company believes that its cash flow from operations, existing cash and
cash equivalent balances as well as its revolving credit facility will be
sufficient to finance its requirements to support working capital needs, capital
expenditures, restructuring expenditures and debt service in the foreseeable
future.
CAUTIONARY STATEMENTS
Certain of the information contained herein may contain "forward-looking"
information, as such term is defined by the Private Securities Litigation Reform
Act of 1995 and in releases made by the Securities and Exchange Commission
("SEC" ). Actual results could differ materially from those projected in the
forward-looking statements as a result of various factors, including those set
forth in Part 1, Item 1 under the heading "Cautionary Statements" in the 1996
Form 10-K, which cautionary statements are incorporated herein by reference.
10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3a. By-Laws of the Company, as amended.
10a. Amended and Restated Sunbeam Corporation Equity Team Plan.
11a. Calculation of Earnings Per Share of Common Stock.
27. Financial Data Schedule, submitted electronically to the Securities
and Exchange Commission for information only and not filed.
99.a Press Release dated April 23, 1997, reporting first quarter 1997
results.
(b) Reports on Form 8-K
The Company has not filed any reports on Form 8-K during the first quarter
of 1997.
11
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 14, 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)
12
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.a By-Laws of the Company, as amended
10.a Amended and Restated Sunbeam Corporation Equity Team Plan
11.a Calculation of Earnings Per Share of Common Stock
27 Financial Data Schedule, submitted electronically to the
Securities and Exchange Commission for information only and
not filed.
99.a Press Release dated April 23, 1997, reporting first quarter
1997 results