0000950137-01-504240.txt : 20011107
0000950137-01-504240.hdr.sgml : 20011107
ACCESSION NUMBER: 0000950137-01-504240
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011031
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011102
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TRUSERV CORP
CENTRAL INDEX KEY: 0000025095
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS [5031]
IRS NUMBER: 362099896
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-18397
FILM NUMBER: 1773818
BUSINESS ADDRESS:
STREET 1: 8600 WEST BRYN MAWR AVE
CITY: CHICAGO
STATE: IL
ZIP: 60631-3505
BUSINESS PHONE: 7736955000
MAIL ADDRESS:
STREET 1: 8600 W. BRYN MAWR AVENUE
CITY: CHICAGO
STATE: IL
ZIP: 60631-3505
FORMER COMPANY:
FORMER CONFORMED NAME: COTTER & CO
DATE OF NAME CHANGE: 19920703
8-K
1
c65764e8-k.txt
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 31, 2001
TRUSERV CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
2-20910 36-2099896
(Commission File Number) (I.R.S. Employer Identification No.)
8600 WEST BRYN MAWR AVENUE, CHICAGO, ILLINOIS 60631-3505
(Address of Principal Executive Offices) (Zip Code)
773-695-5000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
TruServ Corporation issued the attached press release in connection with its
third quarter earnings.
Matters discussed in the attached press release are forward-looking statements
within the meaning of the safe-harbor provisions of the Securities Exchange Act
of 1934. These forward-looking statements are subject to various risks and
uncertainties. Actual results may vary materially from the expectations
contained therein. The factors that could cause actual results to differ
materially from the projections, forecasts, estimates and expectations discussed
therein may include factors that are beyond the company's ability to control or
estimate precisely, such as the ultimate requirements of the company's lenders,
projections about the efficiencies that may be achieved by the company's
initiatives, expectations about member response to the company initiatives,
estimates of future market conditions in the hardware industry, the behavior of
other market participants in the industry and the actions and economic
conditions in the service territories of the company's members. Other risk
factors are detailed from time to time in the company's SEC reports. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as to the date of this document. The company does not undertake any
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this letter.
Item 7. Exhibit
99.1 Press release, dated October 31, 2001
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 hereunto duly authorized.
TRUSERV CORPORATION
(Registrant)
Date: November 2, 2001 By /s/ Pamela Forbes Lieberman
----------------------------------
Name: Pamela Forbes Lieberman
Title: Chief Operating Officer,
Chief Financial Officer and
Senior Vice President
-2-
EX-99.1
3
c65764ex99-1.txt
PRESS RELEASE, DATED 10/31/01
EXHIBIT 99.1
[TRUSERV LOGO]
EARNINGS RELEASE
TRUSERV REPORTS THIRD QUARTER EARNINGS
CHICAGO, OCT. 31, 2001 - TruServ Corporation reported today revenue for
the month ended September 29, 2001 of $235.3 million, down 12.0 percent from
$267.5 after excluding net sales from the lumber business sold in December of
2000. Revenue compared to the same period a year ago, which includes the lumber
business, was down 35.5 percent.
Net income for the month was $1.8 million, versus income of $10.7
million in the same period a year ago. After excluding the direct earnings of
$1.2 million from the lumber business and $5.0 million from a pension
annuitization gain in September of last year, and after excluding restructuring
charges of $3.5 million and unusual legal and refinancing costs of $0.6 million
incurred in September of this year, on a comparative basis, the net income was
$1.4 million higher than a year ago.
Chief operating officer and chief financial officer Pamela Forbes
Lieberman attributed the improvement in net income, after the exclusion of
extraordinary, one-time gains and expenses, to both an improved mix of warehouse
sales versus manufacturer direct sales to members, and to millions of dollars in
cost reductions from operational efficiencies.
"The effect of higher handled sales, combined with cost reductions,
more than offset the impact from lower sales volumes," said Forbes Lieberman.
"Reductions in both corporate staff and the distribution network, together with
lower advertising expense, all helped in reducing the co-op's ongoing costs."
Revenue for the quarter ended September 29 was $621.9 million, down 9.2
percent from the same period a year ago after excluding net sales from the
lumber business sold in December of 2000. Revenue compared to the same period a
year ago, which includes the lumber business, was down 34.1 percent.
The quarter resulted in a loss of $2.5 million, down from earnings of
$9.4 million from the same period a year ago. Earnings increased quarter over
quarter by $2.7 million, after excluding the direct earnings of $3.6 million
from the lumber business and a one time pension annuitization gain of $5.0
million in the third quarter of last year and excluding restructuring
Sept. Earnings Page 1 11/01/01
charges and unusual legal and refinancing costs of $3.3 million and $2.7
million, respectively, incurred in the third quarter of this year.
Revenue for the nine months ended September 29 was $2.0 billion, down
10.6 percent from the same period a year ago after excluding net sales from the
lumber business sold in December of 2000. Revenue compared to the same period a
year ago, which includes the lumber business, was down 34.9 percent.
The net loss for the first nine months was $13.8 million, down from net
income of $12.4 million from the same period a year ago. Earnings after certain
exclusions increased $2.3 million period over period. These exclusions were the
direct earnings of $11.1 million from the lumber business and a one time pension
annuitization gain of $5.0 million in the first nine months of last year and
lumber business direct earnings, restructuring charges and unusual legal and
refinancing costs of $0.3 million, $8.2 million and $4.5 million, respectively,
incurred in the first nine months of this year.
Senior note and revolver debt, net of available cash on hand, was $403
million at the end of September, down 18 percent compared with $489 million
outstanding at September month end a year ago.
"We continue to pay down our debt as a result of improved operating
cash flow due to aggressive cost reductions and inventory reduction," said
Forbes Lieberman. "It's important to note that in the period of May through
September, TruServ has operated at a profit, even with all our restructuring and
refinancing costs factored in. Our business plan is working."
Forbes Lieberman also assured members that the co-op's refinancing
continues on track for a December close and points to improved fill rates as a
key indicator that TruServ's vendor community supports the co-op.
"Once we complete our refinancing in December, many of the distractions
of the past go away, allowing us to focus entirely on growing our members'
business and improving our operational profitability."
Sept. Earnings Page 2 11/01/01
TRUSERV CORP.
COMPARATIVE CONDENSED STATEMENT OF EARNINGS
($ in millions)
MONTH ENDED QUARTER ENDED NINE MONTHS ENDED
------------------------------------------------------------------------------------------------------------------------
9/29/01 9/30/00 % Change 9/29/01 9/30/00 % Change 9/29/01 9/30/00 % Change
------------------------------------------------------------------------------------------------------------------------
Comparative Revenue $235.3 $267.5 (12.0%) $621.9 $684.7 (9.2%) $2,002.8 $2,241.3 (10.6%)
------------------------------------------------------------------------------------------------------------------------
Lumber Revenue -- $97.5 -- $0.1 $259.6 -- $21.3 $867.8 --
------------------------------------------------------------------------------------------------------------------------
Net Sales $235.5 $365.0 (35.5%) $622.0 $944.3 (34.1%) $2,024.1 $3,109.1 (34.9%)
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Comparative Net $5.9 $4.5 31.1% $3.5 $0.8 437.5% ($1.4) ($3.7) 62.2%
Income
------------------------------------------------------------------------------------------------------------------------
Direct Lumber -- $1.2 -- -- $3.6 -- $0.3 $11.1 --
Business Income
------------------------------------------------------------------------------------------------------------------------
Pension -- $5.0 -- -- $5.0 -- -- $5.0 --
Annuitization Gain
------------------------------------------------------------------------------------------------------------------------
Restructuring & ($4.1) -- -- ($6.0) -- -- ($12.7) -- --
Refinancing Costs
------------------------------------------------------------------------------------------------------------------------
Reported Net Income $1.8 $10.7 -- ($2.5) $9.4 -- ($13.8) $12.4 --
------------------------------------------------------------------------------------------------------------------------
This earnings release may contain forward-looking statements that involve risks
and uncertainties. The following factors could cause results to differ
materially from management expectations as projected in such forward-looking
statements: seasonal variations, competition, risks of new business areas, the
availability and cost of real estate and construction, and changes in federal or
state legislation or regulations. Members are referred to the "Cautionary Note
Regarding Forward-Looking Statements" in the Company's most recent Form 10-K
which Note is incorporated into this news release by reference.
###
Sept. Earnings Page 3 11/01/01