ACCT460 Sunbeam Scandal Accounting Case Read the case – Sunbeam scandal from the following link and one attachment. https://www.sec.gov/litigation/admin/33

ACCT460 Sunbeam Scandal Accounting Case Read the case – Sunbeam scandal from the following link and one attachment. https://www.sec.gov/litigation/admin/33-7976.htmand answer 1 question:- How
did their issuance of bonds impact their case? 1
Sunbeam Corporation: “Chainsaw Al,”
Greed, and Recovery
INTRODUCTION
When John Stewart and Thomas Clark founded the Chicago Flexible Shaft Company in Dundee, Illinois,
in 1897, they probably never expected that their company would grow into a huge conglomerate and
face ethical and financial dilemmas more than 100 years later. Like many corporations, the firm has
survived many crises. It has changed its name, acquired rival companies, added new product lines,
gone through bankruptcy, restructured, relocated, and hired and fired many CEOs, including
“Chainsaw Al” Dunlap. Today, Sunbeam has grown into a well-known brand of consumer products
used for cooking, health care, and personal care.
MORE THAN ONE HUNDRED YEARS OF CHANGE
The first products that Sunbeam manufactured and sold were agricultural tools. In 1910 the company
began manufacturing electrical appliances, one of the first being a clothes iron. At that time, Stewart
and Clark began using the name Sunbeam in advertising campaigns, although the company did not
officially change its name to the Sunbeam Corporation until 1946. Sunbeam’s electric products sold
well even during the Great Depression when homemakers throughout the country quickly accepted
the Sunbeam Mixmaster, automatic coffee maker, and pop-up toaster. The years following the Great
Depression were times of growth and innovation for Sunbeam. The next major development came in
1960 when Sunbeam acquired rival appliance maker John Oster Manufacturing Company, which
helped make Sunbeam the leading manufacturer of electric appliances.
During the 1980s, a period of relatively high inflation and interest rates, corporations were going
through acquisitions, mergers, restructurings, and closings—doing whatever they could to continue
operating profitably. In 1981 Allegheny International, an industrial conglomerate, acquired Sunbeam.
Allegheny retained the Sunbeam name and added John Zink (air pollution control devices) and
Hanson Scale (bathroom scales) to the Sunbeam product line. After sales of other divisions of
Allegheny International declined, the company was forced into bankruptcy in 1988.
In 1990 investors Michael Price, Michael Steinhardt, and Paul Kazarian bought the Sunbeam division
from Allegheny International’s creditors. They renamed the division the Sunbeam-Oster Company and
took it public two years later. The following year, Kazarian was forced out of his chairman position
and out of the company. Sunbeam-Oster also relocated to Florida and purchased the consumer
products unit of DeVilbiss Health Care. In 1994 Sunbeam-Oster acquired Rubbermaid’s outdoorfurniture business. The company changed its name back to Sunbeam Corporation in 1995.
By 1996 Sunbeam had more than 12,000 stock-keeping units (SKUs), or individual variations of its
product lines. The company also had 12,000 employees as well as 26 factories, 61 warehouses, and six
headquarters. Its earnings had been declining since December 1994. The stock was down 52 percent,
and the company’s earnings had declined by 83 percent. Sunbeam needed help.
“CHAINSAW AL” RESTRUCTURES SUNBEAM
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Michael Price and Michael Steinhardt hired Al Dunlap as the CEO and chairman of the board for
Sunbeam Corporation in July 1996. Price and Steinhardt had tried to sell Sunbeam but were
unsuccessful. They decided to see if Dunlap could save Sunbeam, although they knew he had a
reputation for extensive layoffs and huge operating cuts. They believed, however, that such drastic
efforts were necessary to turn Sunbeam around and increase stock prices and profits.
Before taking the reins at Sunbeam, Dunlap had acquired a reputation as one of the country’s toughest
executives—as well as nicknames like “Chainsaw Al,” “Rambo in Pinstripes,” and “The Shredder”—
because he eliminated thousands of jobs while restructuring financially troubled companies. His
reputation and business philosophy were recognized throughout the world. His operating philosophy
was to make extreme cuts in all areas of operations, including extensive layoffs, in order to streamline
a business and return it to profitability
Later in his career, Dunlap authored a book outlining his strategy, entitled Mean Business, in which he
stressed that the most important goal of any business is to make money for shareholders. To achieve
this goal, Dunlap developed four simple rules of business: (1) Get the right management team, (2) cut
back to the lowest costs, (3) focus on the core business, and (4) get a real strategy. By following those
four rules, Dunlap claims that he helped turn around companies in 17 states and across three
continents.
Sunbeam’s stock price increased 49 percent on the day Dunlap was named chairman and CEO. The
rise from $12.12 to $18.58 added $500 million to Sunbeam’s market value. The stock continued to
increase, reaching a record high of $52 per share in March 1998. Although Dunlap’s acceptance of the
helm at Sunbeam helped boost the company’s stock, he realized that his reputation alone would not
hold the stock price up and that he needed to start the process of turning Sunbeam around.
STEP 1: GET THE RIGHT MANAGEMENT TEAM
In accordance with his management rules, Dunlap’s first move at Sunbeam was to change the
management team. He retained only one senior executive from Sunbeam’s old management team.
Dunlap’s first hire was Russ Kersh, a former employee of Dunlap, as executive vice president of
finance and administration. The new management team also included 25 people who had previously
worked for Dunlap at various companies. Dunlap believed in hiring these people because they had all
worked with him and had been successful in past turnarounds. Dunlap and his “Dream Team for
Sunbeam” quickly went into action implementing his second rule: Cut back to the lowest costs.
STEP 2: CUT BACK
In his book Mean Business, Dunlap writes, “Sunbeam’s employees wanted a leader and knew things
had to change. Employees want stability. Restructuring actually brings stability, because the future is
more clear.” However, Sunbeam’s employees also knew of Dunlap’s reputation for slashing jobs,
which left many employees feeling threatened and insecure.
As expected, after less than four months as chairman and CEO of Sunbeam, Dunlap announced plans
to eliminate half of Sunbeam’s 12,000 employees worldwide. The layoffs affected all levels at
Sunbeam. Management and clerical staff positions were cut from 1,529 to 697, and headquarters staff
were cut by 60 percent, from 308 to 123 employees. On hearing of Dunlap’s layoff plans, U.S. Labor
Secretary Robert Reich reportedly remarked, “There is no excuse for treating employees as if they are
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disposable pieces of equipment.” Around the same time, the company’s share prices rose to the mid$20 range, and one of the original investors, Michael Steinhardt, sold his shares and divested himself
of his Sunbeam connection altogether.
Another method used by Dunlap to eliminate costs was to reduce the number of SKUs from 12,000 to
1,500. When Dunlap took over, Sunbeam had 36 variations of styles and colors for just one clothes
iron. Such variation allows for product differentiation, a common business strategy, but so many
variations of a consumer product can also be expensive to maintain. Instead of many product
variations, Dunlap pursued service as the area to differentiate Sunbeam from competitors in the
appliance business.
Eliminating 10,500 SKUs also enabled Dunlap to close a number of factories and warehouses—
another cost-saving method. He disposed of 18 factories worldwide and reduced the number of
warehouses from 61 to 18. The layoff of thousands of employees, coupled with the reduction of SKUs,
factories, and warehouses meant that fewer headquarter locations would be needed. Thus, Dunlap
consolidated Sunbeam’s six headquarters into one facility in Delray Beach, Florida—Dunlap’s primary
residence.
STEP 3: FOCUS ON CORE BUSINESS
Once the cost-cutting strategies had been implemented, Dunlap began to focus on Sunbeam’s core
business. Dunlap and his Dream Team defined Sunbeam’s core business as electric appliances and
appliance-related businesses. They identified five categories surrounding the core business as vital to
Sunbeam’s success: kitchen appliances, health and home, outdoor cooking, personal care and comfort,
and professional products. Any product that did not fit into one of the five categories was sold. Dunlap
applied a simple criterion to decide whether to keep or divest a product line. Because he believed
firmly that consumers recalled the Sunbeam brand name fondly, he retained any product that related
to the Sunbeam brand name.
STEP 4: GET A REAL STRATEGY
Dunlap and his team defined Sunbeam’s strategy as driving the growth of the company through core
business expansions by further differentiating Sunbeam’s products from competitors’, moving into
new global markets, and introducing new products that were linked directly to emerging customer
trends as lifestyles evolved around the world.
As the first step in implementing this strategy, the company reengineered electrical appliances to 220
volts so they could be marketed and used internationally. Another step was reclaiming the
differentiation between the Oster and Sunbeam lines. Each was designed, packaged, and advertised to
target different markets. The Sunbeam line of products was positioned as an affordable, middle-class
brand while Oster products were positioned as upscale, higher-end brands and sold at completely
different retailers than the Sunbeam lines. Early in 1997, Sunbeam opened ten factory-outlet stores to
increase brand awareness, sales, and ultimately shareholder wealth.
THE TURNAROUND OF SUNBEAM
Dunlap made all these changes within seven months at Sunbeam. The stock rose to more than $48 per
share, a 284 percent increase since July 1996. Just 15 months after accepting the position as chairman
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and CEO, Dunlap issued a press release in October 1997 announcing that the turnaround of Sunbeam
was complete and that Morgan Stanley of Stanley Dean Witter & Co. had been hired to find a buyer for
Sunbeam. However, according to John A. Byrne in his book Chainsaw, “No one was the least bit
interested.” Byrne also reported that Dunlap misled a journalist into reporting that Philips, a Dutch
electronics giant, was interested in purchasing Sunbeam for over $50 per share but that Dunlap
wanted $70.
In March 1998, Dunlap announced plans to buy three consumer products companies. Sunbeam
acquired majority shares of Coleman (camping gear), Signature Brands (Mr. Coffee), and First Alert
(smoke and gas alarms). Two days after announcing the purchase of the three companies, Sunbeam’s
stock closed at a record high of $52 a share. With the stock price at an all-time high and 1997 net
income reported at $109.4 million, Sunbeam truly seemed to have turned around—at least on paper.
At the time, Dunlap’s management philosophy seemed to underlie his success at Sunbeam. He
streamlined the company and attained what he considered the most important goal of any business:
to make money for shareholders. In February 1998, Sunbeam’s board of directors expressed
satisfaction with Dunlap’s leadership and signed a three-year employment contract with him that
included 3.75 million shares of stock. Dunlap publicly praised himself and his Dream Team for saving
the failing corporation. He was so confident in the success of their mission at Sunbeam that he added a
complete chapter to his book Mean Business titled, “Now There’s a Bright Idea. Lesson: Everything
You’ve Read So Far About Restructuring Works. This Chapter Proves It—Again.” Dunlap also
suggested that all CEOs and boards of directors should read his book and use him as a role model in
running their companies.
SUNBEAM’S ACCOUNTING PRACTICES RAISE QUESTIONS
Although Sunbeam had recovered from its near failure, the company soon faced tough times again.
The three corporate purchases that more than doubled Sunbeam’s size and helped push the
company’s stock price to $52 also helped cause a second crisis for Sunbeam. Rumors began surfacing
that these purchases had been made to disguise losses through write-offs.
Paine Webber, Inc. analyst Andrew Shore had been following Sunbeam since the day Dunlap was
hired. As an analyst, Shore’s job was to make educated guesses about investing clients’ money in
stocks. Thus, he had been scrutinizing Sunbeam’s financial statements every quarter and considered
Sunbeam’s reported levels of inventory for certain items to be unusual for the time of year. For
example, he noted massive increases in the sales of electric blankets in the third quarter although they
usually sell well in the fourth quarter. He also observed that sales of grills were high in the fourth
quarter, which is an unusual time of year for grills to be sold, and noted that accounts receivable were
high. On April 3, 1998, just hours before Sunbeam announced a first-quarter loss of $44.6 million,
Shore downgraded his assessment of the stock. By the end of the day Sunbeam’s stock prices had
fallen 25 percent.
Shore’s observations were indeed cause for concern. In fact, Dunlap had been using a bill-and-hold
strategy with retailers, which boosted Sunbeam’s revenue, at least on the balance sheet. A bill-andhold strategy entails selling products at large discounts to retailers and holding them in third-party
warehouses to be delivered at a later date. By booking sales months ahead of the actual shipment or
billing, Sunbeam was able to report higher revenues in the form of accounts receivable, which inflated
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its quarterly earnings. The strategy essentially shifted sales from future quarters to the current one,
and in 1997 the strategy helped Dunlap boost Sunbeam’s revenues by 18 percent.
The bill-and-hold strategy is not illegal and follows the generally accepted accounting principles
(GAAP) of financial reporting. Nevertheless, Sunbeam’s shareholders filed lawsuits, alleging that the
company had made misleading statements about its finances and deceived them so they would buy
Sunbeam’s artificially inflated stock. A class-action lawsuit was filed on April 23, 1998, naming both
Sunbeam Corporation and CEO Albert Dunlap as defendants. The lawsuit alleged that Sunbeam and
Dunlap had violated the Securities and Exchange Act of 1934 by misrepresenting and/or omitting
material information concerning the business operations, sales, and sales trends of the company.
The lawsuit also alleged that the motivation for artificially inflating the price of the common stock was
to enable Sunbeam to complete millions of dollars of debt financing in order to acquire Coleman, First
Alert, and Signature Brands. Sunbeam’s subsequent reporting of earnings significantly below the
original estimate caused a huge drop in its stock.
Dunlap continued to run Sunbeam and the newly purchased companies as if nothing had happened.
On May 11, 1998, he tried to reassure 200 major investors and Wall Street analysts that the firstquarter loss would not be repeated and that Sunbeam would post increased earnings in the second
quarter. That same day he announced another 5,100 layoffs at Sunbeam and the acquired companies,
possibly in an attempt to gain back investor confidence and divert attention away from the losses and
lawsuits. The tactic failed. The press continued to report on Sunbeam’s bill-and-hold strategy and the
accounting practices that Dunlap had allegedly used to artificially inflate revenues and profits.
DUNLAP’S REPUTATION BACKFIRES
Dunlap called an impromptu board meeting to address the reported charges on June 9, 1998. A
partner from Sunbeam’s outside auditors, Arthur Andersen LLP, assured the board that the
company’s 1997 numbers were in compliance with accounting standards and firmly stood by Arthur
Andersen’s audit of Sunbeam’s financial statements. Robert J. Gluck, the comptroller at Sunbeam, who
was also present at the board meeting, did not counter the auditor’s statement. The meeting seemed
to be going well until Dunlap was asked if the company would make its projected second-quarter
earnings. His response that sales were soft was not what the board expected to hear. Dunlap also
announced that he had a document in his briefcase outlining a settlement of his contract for his
departure from Sunbeam. The document was never reviewed. However, Dunlap’s behavior made
board members suspicious, which led to an in-depth review of Dunlap’s practices.
The review took place during the next four days in the form of personal phone calls and interviews
between board members and select employees—without Dunlap’s knowledge. A personal
conversation with Sunbeam’s executive vice president, David Fannin, reportedly revealed that the
1998 second-quarter sales were considerably below Dunlap’s forecast and that the company was in
crisis. Dunlap had forecast a small increase, but the numbers provided by Fannin indicated that
Sunbeam could lose as much as $60 million that quarter. Outside the boardroom and away from
Dunlap, Gluck (the comptroller) revealed that the company had tried to do things in accordance with
GAAP, but alleged that everything had been pushed to the limit.
These revelations led the board of directors to call an emergency meeting. On Saturday, June 13, 1998,
the board of directors, along with Fannin and a pair of lawyers, discussed the informal findings. They
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agreed that they had lost confidence in Dunlap and his ability to turn Sunbeam around. The board of
directors unanimously agreed that Dunlap had to go and drafted a letter calling for his immediate
departure. “Chainsaw Al” was told that same day, in a one-minute conference call, that he was the next
person to be cut at Sunbeam.
There were legal ramifications from Dunlap’s firing. In an interview on July 9, 1998, Dunlap stated
that he intended to challenge Sunbeam’s efforts to deny him severance under his contract, although
both Dunlap and Sunbeam agreed not to take legal action against each other for a period of six
months. Dunlap claimed that his mission was aborted prematurely and that three days after receiving
the board of director’s support he was fired without being given a reason. On March 15, 1999, Dunlap
filed an arbitration claim against Sunbeam to recover $5.5 million in unpaid salary, $58,000 worth of
accrued vacation, and $150,000 in benefits as well as to have his stock options re-priced at $7 a share.
Additionally, he sued the company for dragging its feet in reimbursing him for more than $1.4 million
in legal and accounting fees he had racked up defending himself in lawsuits that alleged securities
fraud. Although the board made it clear that they had no intention of paying Dunlap any more money,
a judge ruled in his favor in June 1999.
In September 2002, Al Dunlap agreed to pay $500,000 to settle the SEC’s charges that he defrauded
investors by inflating sales at Sunbeam so as to make the company more attractive to a prospective
buyer. According to the SEC, Sunbeam’s accounting practices inflated the company’s income by $60
million in 1997, “contributing to the false picture of a rapid turnaround in Sunbeam’s financial
performance.” In settling the charges, Dunlap did not admit or deny any wrongdoing and agreed never
to work as an executive or director of a public corporation again. Dunlap’s chief financial officer,
Russell Kersh, agreed to the same ban and paid $200,000 to settle the SEC’s suit. The month before,
Dunlap paid $15 million to settle a class-action lawsuit brought by shareholders with similar
allegations.
SUNBEAM FACES MORE CHALLENGES
Once again, Sunbeam faced the need to revitalize itself. It was again looking for a new CEO, its stock
price had dropped to as low as $10 per share, shareholders had filed law…
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