Sunbeam Corporation\'s Fraudulent Accounting for Its Financial

¶ … Sunbeam Corporation's fraudulent accounting for its financial years 1996, 1997 and early 1998. The essay also reviews the historic audit failure that occurred, and discusses factors that contributed to the scandal and ways in which it might have been prevented.

Sunbeam, the consumer brand name that was to become well-known among generations of Americans, had its beginnings in 1893 when founders John K. Stewart and Thomas J. Clark began manufacturing and selling a commercial horse clipping machine in Chicago. In 1897 the company was incorporated as the Chicago Flexible Shaft Company. When the company began manufacturing an electric iron named "The Princess," its first electric appliance, the product's introduction marked the beginning of the Electrical Appliance Division of today's Jarden Corporation (Jarden, 2011).

In the early years, the company's products, ranging from toasters to irons to mixers, were so successful that the company changed its name to the Sunbeam Corporation in 1946. In 1980 Sunbeam acquired the Oster Company, which produced consumer items including barber and beauty care items. Allegheny International purchased Sunbeam in 1981 at a time when Sunbeam had sales of well over one billion dollars and was already the best known brand of small electrical appliances in the country (Funding Universe, n.d.).

Allegheny International fell victim to a series of management problems, culminating in the company filing for reorganization under Chapter 11 in 1988. The court approved reorganization resulted in Japonica Partners' purchase of the Sunbeam-Oster Company. Within two years the company yielded a billion dollars in sales revenues, enabling it to make the list of Fortune 500 companies. By the mid-1990s the company's revenues grew to $5.5 billion in global sales of consumer products with manufacturing facilities around the world (Funding Universe, n.d.).

However, by July 1996, the company's shares were trading at a low of $12.50 and revenues had declined drastically. To turn the company around Sunbeam's board of directors brought in Albert J. Dunlap, known in the business press as "Chainsaw Al" and "Rambo in Pinstripes." Within seven months of joining Sunbeam, Dunlap divested divisions, cutting the number of factories from 26 to 8 and warehouses from 61 to 18. He also eliminated 6,000 positions, half the company's workforce. Dunlap also installed his hand-picked team of executives, including executive VP and Principal Financial Officer Russell Kersh who had been Dunlap's right-hand man for 14 years. In 1996 Sunbeam reported $26 million in savings from the cuts, with only a marginal decline in revenues, from $1 billion to $982 million (Sadka, 2010).

Sunbeam revenues increased dramatically in 1997, with sales increasing 22% over 1996. Earnings per share increased $1.41, compared with a $2.37 loss in 1996. In its 1997 Annual Report, the company attributed cost savings to its restructuring, while crediting its revenue growth to the following:

A global sales increase for all five product categories

The introduction of new products in the appliance category, including re-designed blenders, mixers, and toasters, in addition to increased distribution with national retailers

Most significantly, an increase in sales of the company's most popular product, outdoor cooking grills which had previously reported three straight years of declines

The annual report credited the stepped-up grill sales to "increased merchandising and advertising programs," and an entirely new line of grills and accessories for the 1998 season. These products began to ship in the fourth quarter of 1997 under the company's new early buy marketing program that included significant discounts along with credit extending due dates into the second quarter of 1998. Sunbeam claimed that the early buy program leveled out the seasonal dips and peaks. Meanwhile, Sunbeam competitors and market analysts wondered how the company could survive such aggressive selling with such low prices and flexible payment terms (Sadka, 2010).

Investors anticipated further exceptional positive results at the end of the company's first quarter in 1998, sending the stock price climbing to a high of $52 in March. Investors also anticipated that the company would seek a buyer; instead Sunbeam acquired three companies: Coleman, (camping products), First Alert (home safety and security), and Signature Brands (maker of Mr. Coffee coffeemakers), which acquisitions transformed Sunbeam into a $2.6 billion company (Sadka, 2010). Some analysts began to suspect that these acquisitions were intended to disguise losses through the use of write-offs.

With this buildup Wall Street was shocked by Sunbeam's announcement on April 3, 1998 that the company would report a loss, coming in at 5% less than previous year's revenues of $253 million, resulting in a loss. Initially Sunbeam blamed the loss on costs incurred with the three company acquisition; it blamed the revenue deficiency on lower-than-expected orders for barbecue grills, the very same product which it had credited with producing exceptional results for 1997. Dunlap then made a show of firing his executive VP of consumer products, Don Uzzi, along with other top executives. Sunbeam followed that up with an announcement that it would cut 40% of its workforce or 6,400 jobs as well as close 8 of its 24 plants.

Nonetheless the cuts did nothing to counter the news of a first-quarter loss of $44.6 million with a drop in sales of 3.6%, as well as lowered expectations for the remainder of the year. Sunbeam's domestic sales, which made up 75% of the company's revenue, were down 15%, clearly as result of the barbecue grills. Dunlap offered a variety of excuses, blaming a marketing executive for the early buy fiasco, and the weather for discouraging shoppers from grill purchases. Dunlap categorically denied stuffing the channels to pump sales, claiming it was just a failed marketing strategy (Sadka, 2010).

Intentional or not, Sunbeam had indeed employed channel stuffing, a practice wherein a company ships inventory ahead of schedule, in order to fill its distribution channels with way more product that is needed. A company does this by offering promotions that are nearly impossible for the retailer to resist, then booking the shipments as sales. The Securities and Exchange Commission (SEC) allows companies to book sales for the amount of product shipped, less a reasonable estimate for expected returns. At the same time though the SEC prohibits a company from recognizing revenue until the number of returns are known, which requirement may not be met for many months. Sunbeam failed to wait for the returns before recognizing revenue (Sadka, 2010).

Not only did Sunbeam pump its channels with grills, it also employed a "bill and hold" scheme intended to reassure retailers who may have been uncomfortable with holding additional inventory for so long a period of time. Sunbeam let its customers use the company's warehouses to store grills that customers had bought but had not actually paid for yet. Once again, the SEC permits "bill and hold" practices when specific requirements have been met. One such requirement was that the buyer, rather than the seller, must request the arrangement, which was not the case with Sunbeam (Sadka, 2010).

Due to losses and accounting irregularities, furious investors and analysts called for Dunlap's ouster, which happened in July 1998 after only two years at the company's helm. Following its own investigation, the SEC announced in May 2001 that at least $62 million of Sunbeam's reported $189 million in income for the year 1997 did not comply with accounting rules. The SEC charged Dunlap and four former officers, as well as Arthur Andersen partner, Philip Harlow, with knowingly allowing Sunbeam's accounting irregularities. The SEC charged them with fraudulent practices, including channel stuffing and cookie jar accounting, a misleading practice which takes generous reserves set aside from profitable years and uses them in unprofitable years to smooth out earnings. Dunlap initially expressed outrage at the findings, but by 2002 had agreed to pay an insignificant fine of $500,000 as well as accept the SEC's decision to bar him from ever serving again as an officer or director of a publicly traded company. In February 2001 Sunbeam filed for bankruptcy protection (Sadka, 2010).

Nature of Material Misstatement

Sunbeam's manipulation of their financial reporting presented inaccurate financial statement information that was intended to influence the company's value and stock price. Staff Accounting Bulletin (SAB) 99 sets guidelines for use in determining materiality. The bulletin notes that relying exclusively on particular quantitative benchmarks, such as 5% for misstatements, is "inappropriate." Just because a misstatement falls below the 5% threshold does not mean that it can be classified as immaterial (SEC, 1999). In every instance, Sunbeam's accounting practices manipulated financial reports such that misstated amounts far exceeded 5%.

Auditors have traditionally used a rule of thumb which holds that a 5 to 10% impact on a company's financial statements is the threshold for determining if an accounting discrepancy is material. SAB 99 clarifies other qualitative factors which may cause even numerically small misstatements to reach the level of materiality. While it can be argued that the guidelines listed in SAB 99, written after the Sunbeam scandal, should not be applied retroactively to Sunbeam, it was the SEC's position that SAB 99 did not change existing standards (SEC, 1999).

SAB 99 does indeed provide references to earlier provisions already in effect under which Sunbeam's conduct was unlawful. SAB 99 points out that firms must comply with Sections 13(b) (2) -- (7) of the Securities Exchange Act of 1934 which requires SEC registered companies to "make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets" (SEC, 1999). The standard for determining "reasonable detail" and "reasonable assurance" is that they would "satisfy prudent officials in the conduct of their own affairs" (SEC, 1999). The degree of manipulation that Sunbeam executives and auditors exercised in reporting Sunbeam's financial transactions far exceeded what most people would consider to be prudent or reasonable.

Implications to Sunbeam and Arthur Andersen

There is room for debate as to whether the penalties handed out to Sunbeam executives and the Arthur Andersen auditor were significant enough to deter future wrongdoing or achieve some measure of justice to those harmed by their fraudulent actions (shareholders were left to bring suit on their own against Andersen). The SEC dropped fraud charges against Arthur Andersen partner Philip Harlow in connection with his audit work related to the Sunbeam scandal. The SEC allowed Harlow to settle charges against him of improper professional conduct in a settlement that neither admitted nor denied guilt. The Stanford Law School Securities Class Action Clearinghouse (2003) called Harlow "a lucky man" given the magnitude and timing of his transgressions. The Sunbeam audit failure occurred at a time when financial regulators claimed to be pursuing a policy of getting tough with the "financial gatekeepers" of companies, accountants, lawyers, investment bankers.

The SEC charged Harlow with failure to exercise "professional skepticism" during the course of audits performed for Sunbeam's1996 and 1997-year-end financial statements. Harlow's failure resulted in audit reports that falsely stated that Sunbeam statements conformed to generally accepted accounting principles (GAAP). Harlow was technically not charged with conspiring with Sunbeam managers. Rather the SEC said Harlow was guilty of accepting uncorroborated financial results. According to SEC assistant enforcement director Thomas Newkirk, Harlow "should have known better" and "missed a lot of red flags" that should have signaled the company's malfeasance (Stanford Law School, 2003). The terms of the settlement barred Harlow from working as an accountant, with the right to apply for reinstatement after three years (Stanford Law School, 2003).

For Arthur Andersen, the implications of their complicity in Sunbeam's accounting fraud included further tarnishing of their reputation, and the subsequent loss of engagement revenues. In June 1998 Sunbeam announced that it had hired Deloitte & Touche to review the work of Arthur Andersen. In December 1998 Sunbeam dismissed Arthur Andersen and named Deloitte & Touche as its new outside auditors (Stanwick and Stanwick, 2003). Sunbeam was just one more of Arthur Andersen's accounting scandals that included WorldCom, Waste Management, and Enron, which ultimately resulted in the Big Five accounting firm's collapse.

Another implication of the Sunbeam scandal for Andersen was their having put themselves at risk of shareholder lawsuits from those damaged by their actions. Class action litigation on behalf of Sunbeam shareholders cost Andersen $110 million to settle. As the attorney representing the shareholders pointed out, Andersen was Sunbeam's auditor and they were joined as a defendant in the lawsuit because they certified Sunbeam's financial statements (Manor, 2001).

In a similar manner, Sunbeam's former CFO, Robert Gluck, and a former executive vice president, Donald Uzzi, were also allowed to settle SEC charges against them that they created fraudulent transactions, that they improperly recognized channel stuffing revenues and improperly recorded cookie jar reserves. In a settlement that neither admitted nor denied wrongdoing, the former executives agreed not to engage in any future securities law violations. They also agreed to pay fines of $100,000 each. In addition Gluck would not be able to serve as an officer of any public company for five years (Stanford Law School, 2003).

The market punished Sunbeam severely for its senior managers' fraudulent accounting practices. Sunbeam's stock had risen to a high of around $53 in March 1998. The SEC announced that it was upgrading its review to a formal investigation in July 1998, followed by Sunbeam's announcement in August 1998 that it would be restating its results for 1996 thru 1998. With that announcement Sunbeam's share price dropped even further to $7 per share. This decrease represented an 87% drop over a five-month period (Stanwick and Stanwick, 2003).

Another implication of Dunlap's mismanagement and Sunbeam's accounting irregularities was the company's being forced into bankruptcy. According to bankruptcy filings, at the time of filing Sunbeam had assets of $2.9 billion and liabilities of $3.2 billion (Stanwick and Stanwick, 2003).

Why the Audit Failed and How It Could Have Been Prevented

A good place to begin any discussion of why Sunbeam's audit failure occurred is with the SEC's claim that Arthur Andersen partner Philip Harlow "should have known better." Many would consider this admonishment to be an understatement. The fact that Harlow allegedly "missed red flags" that the most junior public accountants would have reacted to lacks credibility. Instead, a much more likely explanation for Harlow's actions would be the willingness of accountants to enable and overlook their clients' transgressions, deliberate and intentional failures which amount to criminal behavior on the part of the auditor.

In 2002 the SEC reported that the number of fraud cases that it investigated jumped 41% over the preceding three-year period. SEC data shows that regulators investigated 112 cases in 2001, as compared with 79 cases in 1998. In the aftermath of Enron, SEC regulators reported such cases as becoming all too common because of an increasingly cutthroat atmosphere where client pressure lead to ethical breaches by accountants. When accountants are faced with a dilemma whether to betray a client or overlook their accounting fraud, too many accountants choose the latter and hope no one notices (Chartier 2002).

Much of the pressure that clients exert on their accountants results from the close relationships that accounting firms have with corporate clients. Corporations frequently hire accountants and other personnel from their auditors and accountants according to SEC regulators (Chartier 2002).

Also, even with the SEC's tough talk about prosecuting audit firms and their clients who commit accounting fraud, their enforcement record was and is spotty. In the case of Sunbeam, the SEC charges lay out very detailed and carefully orchestrated plans by Sunbeam executives to manipulate Sunbeam's earnings so that the company could be sold and the executives could make millions exercising their stock options. However such a careful itemization of SEC charges is largely missing for Andersen partner Philip Harlow. His compensation is never discussed even though one knows he must have been incentivized based on engagement fees and other arrangements as one would expect for a Big Five accounting firm partner.

In the charges they filed, the SEC summarily discusses Harlow's complicity in allowing Sunbeam executives to file false reports. The charges claim that Harlow "recklessly accepted Kersh and Gluck's false representations that Sunbeam's accrual for cooperative advertising expenses was an appropriate amount, although he obtained no documentation supporting the amount of the accrual" (Newkirk et al., 2001, para. 32). Why would an auditor fail to review supporting documentation for such expenditures? How could he render an unqualified opinion without ascertaining their accuracy and treatment? The only reasonable conclusion is that Harlow chose to look the other way.

The SEC arrived at a similar conclusion and charged that Harlow "knew or recklessly disregarded facts indicating that his unqualified audit opinion was false or misleading… and not in compliance with GAAP because they included non-GAAP accounting" (Newkirk et al., 2001, para. 36). Furthermore, "Harlow did not perform a GAAS audit because he failed to perform adequate procedures and caused Andersen to issue an unqualified audit opinion letter despite Sunbeam's GAAP and disclosure failures" (Newkirk et al., 2001, para. 32). Additional SEC charges detailed Harlow's complicity in Sunbeam's cookie jar accounting, spelling out how Sunbeam's non-GAAP treatment of restructuring reserves increased fourth-quarter 1997 income "by almost 8%"(Newkirk et al., 2001, para. 96). The SEC also charged that Harlow knew or should have known that Sunbeam's fourth-quarter 1997 bill-and-hold sales contributed $5 million of non-GAAP income. In spite of all the evidence that Harlow's actions in issuing financial statements that materially overstated Sunbeam income and earnings through systematic manipulation and misrepresentation were deliberate and intentional, the SEC treated Harlow's actions as if they were the result of sloppiness and inattention to detail, not criminal collusion and conspiracy.