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