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(Mark One)
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x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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33-0628530
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(State of other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Common Stock, $0.0001 Par Value
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
¨
No
þ
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
¨
No
þ
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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
þ
No
¨
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
¨
No
¨
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Country/Territory
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Number of
Warehouse Clubs
in Operation
(as of
August 31, 2010)
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Number of
Warehouse Clubs
in Operation
(as of
August 31, 2009)
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Anticipated warehouse
club openings
in FY 2011
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Ownership
(as of
August 31, 2010)
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Basis of
Presentation
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|||||||||
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Colombia
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—
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—
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1
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100
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%
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Consolidated
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||||||||
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Panama
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4
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4
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—
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100
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%
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Consolidated
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||||||||
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Costa Rica
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5
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5
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—
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100
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%
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Consolidated
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||||||||
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Dominican Republic
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2
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2
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1
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100
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%
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Consolidated
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||||||||
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Guatemala
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3
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3
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—
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100
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%
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Consolidated
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||||||||
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El Salvador
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2
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2
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—
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100
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%
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Consolidated
|
||||||||
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Honduras
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2
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2
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—
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100
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%
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Consolidated
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||||||||
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Trinidad
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4
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3
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—
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100
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%
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Consolidated
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||||||||
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Aruba
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1
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1
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—
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100
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%
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Consolidated
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||||||||
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Barbados
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1
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1
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—
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100
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%
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Consolidated
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||||||||
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U.S. Virgin Islands
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1
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1
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—
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100
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%
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Consolidated
|
||||||||
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Jamaica
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1
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1
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—
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100
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%
|
Consolidated
|
||||||||
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Nicaragua
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1
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1
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—
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100
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%
|
Consolidated
|
||||||||
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Totals
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27
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26
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2
|
|||||||||||
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Number of warehouse clubs
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Own land
and building
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Lease land
and/or building
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Anticipated warehouse
club openings in FY 2011
|
|||||||||
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LATIN AMERICA
|
||||||||||||
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Colombia
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—
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—
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1
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(1)
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||||||||
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Panama
(2)
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3
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1
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—
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|||||||||
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Guatemala
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1
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2
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—
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|||||||||
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Costa Rica
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5
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—
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—
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|||||||||
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El Salvador
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2
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—
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—
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|||||||||
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Honduras
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1
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1
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—
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|||||||||
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Nicaragua
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1
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—
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—
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|||||||||
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CARIBBEAN
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||||||||||||
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Dominican Republic
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2
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—
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1
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(3)
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||||||||
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Aruba
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—
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1
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—
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|||||||||
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Barbados
(4)
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1
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—
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—
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|||||||||
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Trinidad
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3
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1
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—
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|||||||||
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U.S. Virgin Islands
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—
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1
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—
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|||||||||
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Jamaica
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1
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—
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—
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|||||||||
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Total
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20
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7
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(5)
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2
|
||||||||
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(1)
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On June 18, 2010 the Company entered into a contract to purchase approximately 210,000 square feet of land in Barranquilla, Colombia for approximately 11.7 billion Colombian Pesos. In consideration of certain additional land improvements the total purchase price thereafter was increased to 12.1 billion Colombian Pesos (the equivalent of approximately $6.7 million United States Dollars as of August 31, 2010). The Company plans to construct on this site a new membership warehouse club, expected to open during the summer of 2011. As of August 31, 2010 the Company has paid to the seller $55,000. The Company expects to acquire this land in November 2010, at which time the Company will pay the additional sum of approximately $4.3 million. Upon the completion of certain improvements, expected to occur by March 2011, the Company would then make the final payment of approximately $2.3 million.
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(2)
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The former warehouse club Los Pueblos was relocated to a new site in April 2010. The Los Pueblos site is currently being leased with the lessee having an option to buy. It is not included in the numbers presented.
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(3)
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The Company constructed a new warehouse club on its 322,920 square foot site in Santo Domingo, Dominican Republic, which was acquired in December 2009.
The Company opened this new warehouse club on November 5, 2010
.
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(4)
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The Company acquired the land and building formerly leased in Barbados on November 15, 2007 (fiscal year 2008).
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(5)
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The former club located in Guam is not included; this warehouse club was closed in fiscal year 2004. The respective land and building is currently subleased to a third-party.
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Approximate
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Remaining
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|||||||||
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Square
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Current Lease
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Option(s)
|
||||||||
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Location
(1)
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Facility Type
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Date Opened
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Footage
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Expiration Date
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to Extend
|
|||||
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Via Brazil, Panama
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Warehouse Club
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December 4, 1997
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68,696
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October 31, 2026
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10 years
|
|||||
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Miraflores, Guatemala
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Warehouse Club
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April 8, 1999
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66,059
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December 31, 2020
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5 years
|
|||||
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Pradera, Guatemala
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Warehouse Club
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May 29, 2001
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48,438
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May 28, 2021
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none
|
|||||
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Tegucigalpa, Honduras
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Warehouse Club
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May 31, 2000
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64,735
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May 30, 2020
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none
|
|||||
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Oranjestad, Aruba
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Warehouse Club
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March 23, 2001
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64,627
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March 23, 2021
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10 years
|
|||||
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Port of Spain, Trinidad
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Warehouse Club
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December 5, 2001
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54,046
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July 5, 2031
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none
|
|||||
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St. Thomas, U.S.V.I.
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Warehouse Club
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May 4, 2001
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54,046
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February 28, 2020
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10 years
|
|||||
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Barbados
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Storage Facility
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May 5, 2006
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4,800
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May 31, 2011
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1 year
|
|||||
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Chaguanas, Trinidad
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Employee Parking
|
May 1, 2009
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4,944
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April 30, 2024
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none
|
|||||
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Chaguanas, Trinidad
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Container Parking
|
April 1, 2010
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65,340
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March 31, 2015
|
none
|
|||||
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Santo Domingo, Dominican Republic
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Central Offices
|
June 1, 2010
|
2,002
|
May 31, 2015
|
1 year
|
|||||
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San Diego, CA
(2)
|
Corporate Headquarters
|
April 1, 2004
|
35,000
|
August 31, 2015
|
5 years
|
|||||
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Miami, FL
(3)
|
Distribution Facility
|
March 1, 2008
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274,652
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July 31, 2021
|
10 years
|
|||||
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Miami, FL
|
Distribution Facility
|
September 1, 2001
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36,575
|
February 28, 2011
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none
|
|||||
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(1)
|
The former club located in Guam is not included; this warehouse club was closed in fiscal year 2004. The land and building are currently subleased to a third-party.
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(2)
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The Company renegotiated a lease extension commencing on April 1, 2010 for a total of 65 months ending on August 31, 2015 for its corporate headquarters site.
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(3)
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The Company renegotiated its existing lease for its primary distribution center in Miami, extending the term and adding approximately 74,000 square feet of warehouse space adjacent to this facility that will be ready for use following related construction activities that are expected to be completed during the second half of fiscal year 2011.
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Exhibit
Number
|
Description
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3.1(1)
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Amended and Restated Certificate of Incorporation of the Company.
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3.2(33)
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
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3.3(30)
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
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3.4(1)
|
Amended and Restated Bylaws of the Company.
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3.5(34)
|
Amendment to Amended and Restated Bylaws of the Company.
|
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4.1(36)
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Specimen of Common Stock certificate.
|
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10.1(1)**
|
1997 Stock Option Plan of PriceSmart, Inc.
|
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10.2(a)(39)
|
Settlement Agreement and General Release of All Claims, entered into on August 5, 2005, by and among William Go, E-Class Corporation, PSMT Philippines, Inc., National Import and Export Company, San Marino International Corporation, Arcadia International Corporation, Christine Merchandising, Inc. and PriceSmart, Inc.
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10.2(b)(48)
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International Loan Swap Agreement with Citibank, N.A. dated as of February 13, 2008.
|
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10.2(c)(48)
|
Settlement Agreement and Release entered into as of February 8, 2008 by and among PriceSmart, Inc. and PSMT entities (collectively known as “PriceSmart”) and PSC, S.A. and PSC entities (collectively known as “PSC Parties”).
|
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10.2(d)(53)
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Loan Facility Agreement between PriceSmart (Trinidad) Limited and First Caribbean International Bank (Trinidad & Tobago) Limited dated February 19, 2009.
|
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10.2(e)(55)
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Loan Agreement dated August 13, 2009 between PriceSmart, SA. and the Bank of Nova Scotia.
|
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10.3(a)(3)**
|
Employment Agreement between Price Enterprises, Inc. and Robert M. Gans, dated September 20, 1994.
|
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10.3(b)(4)**
|
Third Amendment to Employment Agreement between Price Enterprises, Inc. and Robert M. Gans, dated April 28, 1997.
|
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10.3(c)(1)**
|
Fourth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of September 2, 1997.
|
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10.3(d)(5)**
|
Fifth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of March 31, 1999.
|
|
10.3(e)(6)**
|
Sixth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of November 22, 1999.
|
|
10.3(f)(6)**
|
Seventh Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of July 18, 2000.
|
|
10.3(g)(7)**
|
Eighth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of September 26, 2001.
|
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10.3(h)(7)**
|
Amendment of Employment Agreement between the Company and Robert M. Gans, dated as of October 16, 2001.
|
|
10.3(i)(8)**
|
Ninth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of November 19, 2002.
|
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10.3(j)(9)**
|
Tenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of January 22, 2003.
|
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10.3(k)(10)**
|
Eleventh Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of July 24, 2003.
|
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10.3(l)(46)**
|
Twelfth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of September 24, 2004.
|
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10.3(m)(37)**
|
Thirteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of February 10, 2005.
|
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10.3(n)(40)**
|
Fourteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of September 26, 2005.
|
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10.3(o)(42)**
|
Fifteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of March 1, 2006.
|
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10.3(p)(47)**
|
Sixteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of September 25, 2006.
|
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10.3(q)(44)**
|
Seventeenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of January 1, 2007.
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10.3(r)(50)**
|
Eighteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of October 1, 2007.
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10.3(s)(48)**
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Nineteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of January 1, 2008.
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10.3(t)(51)**
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Twentieth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of October 1, 2008.
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10.3(u)(52)**
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Twenty First Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of November 13, 2008.
|
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10.3(v)(53)**
|
Twenty Second Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of January 1, 2009.
|
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10.3(w)(56)**
|
Twenty Third Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of October 1, 2009.
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10.3(x)(57)**
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Twenty Fourth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of January 1, 2010.
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10.5(12)
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Form of Indemnity Agreement.
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10.8(a)(16)**
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Employment Agreement between the Company and Thomas D. Martin, dated March 31, 1998.
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10.8(b)(5)**
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First Amendment to Employment Agreement between the Company and Thomas D. Martin, dated March 31, 1999.
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10.8(c)(6)**
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Second Amendment of Employment Agreement between the Company and Thomas D. Martin, dated November 22, 1999.
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10.8(d)(13)**
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Third Amendment of Employment Agreement between the Company and Thomas Martin dated January 11, 2000.
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10.8(e)(17)**
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Fourth Amendment of Employment Agreement between the Company and Thomas Martin dated January 24, 2001.
|
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10.8(f)(7)**
|
Amendment of Employment Agreement between the Company and Thomas Martin dated October 16, 2001.
|
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10.8(g)(14)**
|
Fifth Amendment of Employment Agreement between the Company and Thomas Martin, dated January 16, 2002.
|
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10.8(h)(10)**
|
Sixth Amendment of Employment Agreement between the Company and Thomas Martin, dated January 22, 2003.
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10.8(i)(34)**
|
Seventh Amendment to Employment Agreement between the Company and Thomas Martin, dated March 15, 2004.
|
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10.8(j)(38)**
|
Eighth Amendment to Employment Agreement between the Company and Thomas Martin, dated March 3, 2005.
|
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10.8(k)(42)**
|
Ninth Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2006.
|
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10.8(l)(44)**
|
Tenth Amendment to Employment Agreement between the Company and Thomas Martin dated January 1, 2007.
|
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10.8(m)(45)**
|
Eleventh Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2007.
|
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10.8(n)(48)**
|
Twelfth Amendment to Employment Agreement between the Company and Thomas Martin dated January 1, 2008.
|
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10.8(o)(49)**
|
Thirteenth Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2008.
|
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10.8(p)(52)**
|
Fourteenth Amendment to Employment Agreement between the Company and Thomas Martin dated November 13, 2008.
|
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10.8(q)(53)**
|
Fifteenth Amendment to Employment Agreement between the Company and Thomas Martin dated January 1, 2009.
|
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10.8(r)(54)**
|
Sixteenth Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2009.
|
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10.8(s)(57)**
|
Seventeenth Amendment to Employment Agreement between the Company and Thomas Martin dated January 1, 2010.
|
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10.8(t)(57)**
|
Eighteenth Amendment to Employment Agreement between the Company and Thomas Martin dated February 1, 2010.
|
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10.8(u)(58)**
|
Nineteenth Amendment to Employment Agreement between the Company and Thomas Martin dated March 15, 2010.
|
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10.9(19)**
|
1998 Equity Participation Plan of PriceSmart, Inc.
|
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10.10(a)(52)
|
Letter Agreement between RBTT Bank Ltd. And PriceSmart (Trinidad) Limited dated November 20, 2008.
|
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10.10(b)(56)
|
Line of Credit Agreement between PriceSmart and Bacbamer dated October 14, 2009.
|
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10.11(52)
|
Shareholders’ Agreement between Pricsmarlandco, S.A. and JB Enterprises Inc. dated September 29, 2008.
|
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10.12(52)
|
Shareholder Agreement between Fundacion Tempus Fugit and PriceSmart Panama, S.A. dated September 24, 2008.
|
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10.12(18)
|
Trademark Agreement between the Company and Associated Wholesale Grocers, Inc., dated August 1, 1999.
|
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10.23(17)
|
Master Agreement between the Company and Payless ShoeSource Holdings, Ltd., dated November 27, 2000.
|
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10.29(a)(14)**
|
Employment Agreement between the Company and William Naylon, dated January 16, 2002.
|
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10.29(b)(9)**
|
First Amendment of Employment Agreement between the Company and William J. Naylon, dated January 22, 2003.
|
|
10.29(c)(33)**
|
Second Amendment to Employment Agreement between the Company and William Naylon, dated February 1, 2004.
|
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10.29(d)(37)**
|
Third Amendment to Employment Agreement between the Company and William Naylon, dated as of February 16, 2005.
|
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10.29(e)(41)**
|
Fourth Amendment to Employment Agreement between the Company and William Naylon, dated as of January 11, 2006.
|
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10.29(f)(42)**
|
Fifth Amendment to Employment Agreement between the Company and William Naylon, dated as of March 1, 2006.
|
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10.29(g)(44)**
|
Sixth Amendment to Employment Agreement between the Company and William Naylon, dated as of January 1, 2007.
|
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10.29(h)(48)**
|
Seventh Amendment to Employment Agreement between the Company and William Naylon, dated as of January 1, 2008.
|
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10.29(i)(52)**
|
Eighth Amendment to Employment Agreement between the Company and William Naylon, dated as of November 13, 2008.
|
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10.29(j)(53)**
|
Ninth Amendment to Employment Agreement between the Company and William Naylon, dated as of January 1, 2009.
|
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10.29(k)(57)**
|
Tenth Amendment to Employment Agreement between the Company and William Naylon, dated as of January 1, 2010.
|
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10.30(a)(7)**
|
Employment Agreement between the Company and John D. Hildebrandt, dated as of June 1, 2001.
|
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10.30(b)(7)**
|
Amendment to Employment Agreement between the Company and John Hildebrandt, dated as of October 16, 2001.
|
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10.30(c)(14)**
|
First Amendment of Employment Agreement between the Company and John Hildebrandt, dated January 16, 2002.
|
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10.30(d)(10)**
|
Second Amendment of Employment Agreement between the Company and John Hildebrandt, dated January 22, 2003.
|
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10.30(e)(34)**
|
Third Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 15, 2004.
|
|
10.30(f)(38)**
|
Fourth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 9, 2005.
|
|
10.30(g)(42)**
|
Fifth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2006.
|
|
10.30(h)(44)**
|
Sixth Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 1, 2007.
|
|
10.30(i)(45)**
|
Seventh Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2007.
|
|
10.30(j)(48)**
|
Eighth Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 1, 2008.
|
|
10.30(k)(49)**
|
Ninth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2008.
|
|
10.30(l)(52)**
|
Tenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated November 13, 2008.
|
|
10.30(m)(53)**
|
Eleventh Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 1, 2009.
|
|
10.30(n)(54)**
|
Twelfth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2009.
|
|
10.30(o)(54)**
|
Thirteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated April 1, 2009.
|
|
10.30(p)(57)**
|
Fourteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 1, 2010.
|
|
10.30(q)(57)**
|
Fifteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated February 1, 2010.
|
|
10.30(r)(58)**
|
Sixteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 15, 2010.
|
|
10.33(22)**
|
2001 Equity Participation Plan of PriceSmart, Inc.
|
|
10.43(a)(8)**
|
Employment Agreement between the Company and Edward Oats dated as of January 11, 2000.
|
|
10.43(b)(8)**
|
First Amendment to Employment Agreement between the Company and Edward Oats, dated January 24, 2001.
|
|
10.43(c)(8)**
|
Amendment to Employment Agreement between the Company and Edward Oats, dated October 16, 2001.
|
|
10.43(d)(8)**
|
Second Amendment to Employment Agreement between the Company and Edward Oats, dated January 16, 2002.
|
|
10.43(e)(10)**
|
Third Amendment to Employment Agreement between the Company and Edward Oats, dated November 19, 2002.
|
|
10.43(f)(10)**
|
Fourth Amendment to Employment Agreement between the Company and Edward Oats, dated January 22, 2003.
|
|
10.43(g)(34)**
|
Fifth Amendment to Employment Agreement between the Company and Edward Oats, dated March 15, 2004.
|
|
10.43(h)(38)**
|
Sixth Amendment to Employment Agreement between the Company and Edward Oats, dated March 9, 2005.
|
|
10.43(i)(42)**
|
Seventh Amendment to Employment Agreement between the Company and Edward Oats, dated March 1, 2006.
|
|
10.43(j)(44)**
|
Eighth Amendment to Employment Agreement between the Company and Edward Oats, dated January 1, 2007.
|
|
10.43(k)(45)**
|
Ninth Amendment to Employment Agreement between the Company and Edward Oats, dated March 1, 2007.
|
|
10.43(l)(48)**
|
Tenth Amendment to Employment Agreement between the Company and Edward Oats, dated January 1, 2008.
|
|
10.43(m)(49)**
|
Eleventh Amendment to Employment Agreement between the Company and Edward Oats, dated March 1, 2008.
|
|
10.43(n)(52)**
|
Twelfth Amendment to Employment Agreement between the Company and Edward Oats, dated November 13, 2008.
|
|
10.43(o)(54)**
|
Thirteenth Amendment to Employment Agreement between the Company and Edward Oats, dated March 1, 2009.
|
|
10.44(a)(8)**
|
Employment Agreement between the Company and Brud Drachman, dated as of January 11, 2000.
|
|
10.44(b)(8)**
|
First Amendment to Employment Agreement between the Company and Brud Drachman, dated January 24, 2001.
|
|
10.44(c)(8)**
|
Second Amendment to Employment Agreement between the Company and Brud Drachman, dated June 1, 2001.
|
|
10.44(d)(8)**
|
Amendment to Employment Agreement between the Company and Brud Drachman, dated October 16, 2001.
|
|
10.44(e)(8)**
|
Third Amendment to Employment Agreement between the Company and Brud Drachman, dated January 16, 2002.
|
|
10.44(f)(10)**
|
Fourth Amendment to Employment Agreement between the Company and Brud Drachman, dated November 19, 2002.
|
|
10.44(g)(10)**
|
Fifth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 22, 2003.
|
|
10.44(h)(34)**
|
Sixth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 15, 2004.
|
|
10.44(i)(38)**
|
Seventh Amendment to Employment Agreement between the Company and Brud Drachman, dated March 9, 2005.
|
|
10.44(j)(42)**
|
Eighth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2006.
|
|
10.44(k)(44)**
|
Ninth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 1, 2007.
|
|
10.44(l)(45)**
|
Tenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2007.
|
|
10.44(m)(48)**
|
Eleventh Amendment to Employment Agreement between the Company and Brud Drachman, dated January 1, 2008.
|
|
10.44(n)(49)**
|
Twelfth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2008.
|
|
10.44(o)(52)**
|
Thirteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated November 13, 2008.
|
|
10.44(p)(53)**
|
Fourteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 1, 2009.
|
|
10.44(q)(54)**
|
Fifteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2009.
|
|
10.44(r)(57)**
|
Sixteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 1, 2010.
|
|
10.44(s)(58)**
|
Seventeenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 15, 2010.
|
|
10.46(27)**
|
2002 Equity Participation Plan of PriceSmart, Inc.
|
|
10.54(a)(35)**
|
Employment Agreement by and between the Company and Jose Luis Laparte, dated as of June 3, 2004.
|
|
10.54(b)(35)**
|
First Amendment to Employment Agreement by and between the Company and Jose Luis Laparte, dated as of August 2, 2004.
|
|
10.54(c)(40)**
|
Second Amendment to Employment Agreement between the Company and Jose Luis Laparte, dated as of September 26, 2005.
|
|
10.54(d)(42)**
|
Third Amendment to Employment Agreement between the Company and Jose Luis Laparte, dated as of March 1, 2006.
|
|
10.54(e)(47)**
|
Fourth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of September 25, 2006.
|
|
10.54(f)(44)**
|
Fifth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 1, 2007.
|
|
10.54(g)(50)**
|
Sixth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 1, 2007.
|
|
10.54(h)(50)**
|
Seventh Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 31, 2007.
|
|
10.54(i)(48)**
|
Eighth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 1, 2008.
|
|
10.54(j)(51)**
|
Ninth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 1, 2008.
|
|
10.54(k)(52)**
|
Tenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of November 13, 2008.
|
|
10.54(l)(53)**
|
Eleventh Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 1, 2009.
|
|
10.54(m)(56)**
|
Twelfth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 1, 2009.
|
|
10.54(n)(57)**
|
Thirteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 1, 2010.
|
|
10.70(a)(40)
|
Stock Purchase Agreement between the Company and Big Box Sales Ltd. dated November 11, 2005.
|
|
10.70(b)(58)
|
Stock Purchase Agreement between PriceSmart Exempt SRL and Brisbane Trading International, Inc. dated May 5, 2010.
|
|
10.71(a)(48)
|
Lease Agreement between Flagler Development Company, LLC and PriceSmart, Inc.
|
|
10.71(b)(48)
|
Promissory Note entered into between PSMT Barbados and Citibank, N.A. dated November 15, 2007.
|
|
10.71(c)(48)
|
Loan Agreement entered into between PSMT Barbados and Citicorp Merchant Bank Limited dated November 15, 2007.
|
|
10.71(d)(56)
|
Loan Agreement entered into between PriceSmart and ScotiaBank El Salvador dated September 1, 2009.
|
|
10.71(e)(57)
|
Loan Agreement entered into between PriceSmart Honduras, S.A. de C.V. and ScotiaBank El Salvador S.A., dated January 12, 2010.
|
|
10.71(f)(58)
|
Loan Agreement entered into between PriceSmart Honduras, a subsidiary of PriceSmart Inc., and Banco del Pais, S.A. dated March 16, 2010.
|
|
10.71(g)(58)
|
PriceSmart Honduras S.A. de C.V. Certificate of Deposit, as security in favor of Banco del Pais, S.A. dated March 16, 2010.
|
|
10.71(h)*
|
PriceSmart Panama, S.A. and the bank entity Metrobank, S.A. entered into a Commercial Mortgage Loan Agreement dated August 31, 2010.
|
|
10.72(a)(43)**
|
Restricted Stock Award Agreement between the Company and Jose Luis Laparte dated December 7, 2006.
|
|
13.1*
|
Portions of the Company’s Annual Report to Stockholders for the year ended August 31, 2010.
|
|
21.1*
|
Subsidiaries of the Company.
|
|
23.1*
|
Consent of Independent Registered Public Accounting Firm.
|
|
31.1*
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2*
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1*#
|
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2*#
|
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*
|
Filed herewith as an exhibit.
|
|
**
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.
|
|
#
|
These certifications are being furnished solely to accompany this Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of PriceSmart, Inc. whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
(1)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 1997 filed with the Commission on November 26, 1997.
|
|
(2)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 filed with the Commission on July 3, 1997.
|
|
(3)
|
Incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-4 of Price Enterprises, Inc. filed with the Commission on November 3, 1994.
|
|
(4)
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Price Enterprises, Inc. for the quarter ended June 8, 1997 filed with the Commission on July 17, 1997.
|
|
(5)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 1999 filed with the Commission on July 15, 1999.
|
|
(6)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2000 filed with the Commission on November 29, 2000.
|
|
(7)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2001 filed with the Commission on November 29, 2001.
|
|
(8)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2002 filed with the Commission on November 29, 2002.
|
|
(9)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2003 filed with the Commission on April 14, 2003.
|
|
(10)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2003 filed with the Commission on December 16, 2003.
|
|
(11)
|
Incorporated by reference to the Current Report on Form 8-K filed September 12, 1997 by Price Enterprises, Inc.
|
|
(12)
|
Incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Company’s Registration Statement on Form 10 filed with the Commission on August 1, 1997.
|
|
(13)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2000 filed with the Commission on April 11, 2000.
|
|
(14)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2002 filed with the Commission on July 15, 2002.
|
|
(15)
|
Incorporated by reference to the Current Report on Form 8-K filed with the Commission on April 1, 2003.
|
|
(16)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 1998 filed with the Commission on November 25, 1998.
|
|
(17)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2001 filed with the Commission on April 16, 2001.
|
|
(18)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 1999 filed with the Commission on November 29, 1999.
|
|
(19)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 1999 filed with the Commission on April 14, 1999.
|
|
(21)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2000 filed with the Commission on July 17, 2000.
|
|
(22)
|
Incorporated by reference to Exhibit A to the definitive Proxy Statement dated December 7, 2001 for the Company’s 2002 Annual Meeting of Stockholders filed with the Commission on December 10, 2001.
|
|
(23)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2002 filed with the Commission on April 15, 2002.
|
|
(24)
|
Incorporated by reference to the Company’s Registration Statement on Form S-3 filed with the Commission on April 18, 2002.
|
|
(25)
|
Incorporated by reference to the Company’s Registration Statement on Form S-3 filed with the Commission on July 19, 2002.
|
|
(26)
|
Incorporated by reference to the Company’s Registration Statement on Form S-3 filed with the Commission on October 25, 2002.
|
|
(27)
|
Incorporated by reference to Exhibit A to the definitive Proxy Statement dated December 11, 2002 for the Company’s 2003 Annual Meeting of Stockholders filed with the Commission on December 11, 2002.
|
|
(28)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2003 filed with the Commission on July 15, 2003.
|
|
(29)
|
Incorporated by reference to the Current Report on Form 8-K filed with the Commission on September 5, 2003.
|
|
(30)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2004 filed with the Commission on November 24, 2004.
|
|
(31)
|
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended November 30, 2003 filed with the Commission on January 14, 2004.
|
|
(32)
|
Incorporated by reference to the Current Report on Form 8-K filed with the Commission on July 26, 2004.
|
|
(33)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 filed with the Commission on April 14, 2004.
|
|
(34)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2004 filed with the Commission on July 15, 2004.
|
|
(35)
|
Incorporated by reference to the Current Report on Form 8-K filed with the Commission on October 8, 2004.
|
|
(36)
|
Incorporated by reference to the Company’s Registration Statement on Form S-3 filed with the Commission on December 2, 2004.
|
|
(37)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2005 filed with the Commission on April 14, 2005.
|
|
(38)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2005 filed with the Commission on June 15, 2005.
|
|
(39)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on August 18, 2005.
|
|
(40)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2005 filed with the Commission on January 17, 2006.
|
|
(41)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2006 filed with the Commission on April 14, 2006.
|
|
(42)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2006 filed with the Commission on July 14, 2006.
|
|
(43)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2006 filed with the Commission on January 9, 2007.
|
|
(44)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007 filed with the Commission on April 9, 2007.
|
|
(45)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2007 filed with the Commission on July 3, 2007.
|
|
(46)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 filed with Commission on January 14, 2005.
|
|
(47)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2006 filed with the Commission on November 13, 2006.
|
|
(48)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008 filed with the Commission on April 9, 2008.
|
|
(49)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2008 filed
|
|
|
with the Commission on July 10, 2008.
|
|
(50)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K/A amendment 2 for the year ended August 31, 2007 filed with the Commission on July 11, 2008.
|
|
(51)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2008 filed with the Commission on November 12, 2008.
|
|
(52)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended November 30, 2008 filed with the Commission on January 14, 2009.
|
|
(53)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2009 filed with the Commission on April 9, 2009.
|
|
(54)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009 filed with the Commission on July 10, 2009.
|
|
(55)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 filed with the Commission on November 9, 2009.
|
|
(56)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2009 filed with the Commission on January 8, 2010.
|
|
(57)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010 filed with the Commission on April 9, 2010.
|
|
(58)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2010 filed with the Commission on July 9, 2010.
|
|
|
1)
|
Schedule II – Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended August 31, 2010.
|
|
Balance at
Beginning
of Period
|
Charged to
Costs and
Expenses
|
Deductions
|
Balance at
End of
Period
|
|||||||||||||
|
Allowance for doubtful accounts:
|
||||||||||||||||
|
Year ended August 31, 2008
|
$
|
3
|
$
|
625
|
(1)
|
$
|
(617
|
)
|
$
|
11
|
||||||
|
Year ended August 31, 2009
|
11
|
44
|
(45
|
)
|
10
|
|||||||||||
|
Year ended August 31, 2010
|
10
|
46
|
(41
|
)
|
15
|
|||||||||||
|
(1)
|
Expenses and deduction principally consist of $530,000 write-off of receivables pursuant to a Settlement Agreement and Release with PSC, S.A. (“PSC”).
|
|
Dated: November 9, 2010
|
PRICESMART, INC.
|
|
|
By:
|
/s/ JOSE LUIS LAPARTE
|
|
| Jose Luis Laparte | ||
|
Director, Chief Executive Officer and President
|
||
|
(Principal Executive Officer)
|
||
|
Signature
|
Title
|
Date
|
|
/s/ JOSE LUIS LAPARTE
|
Director, Chief Executive Officer
|
November 9, 2010
|
|
Jose Luis Laparte
|
and President
|
|
|
(Principal Executive Officer)
|
||
|
/s/ JOHN M. HEFFNER
|
Executive Vice President and Chief
|
November 9, 2010
|
|
John M. Heffner
|
Financial Officer
|
|
|
(Principal Financial Officer and
|
||
|
Principal Accounting Officer)
|
||
|
/s/ ROBERT E. PRICE
|
Chairman of the Board
|
November 9, 2010
|
|
Robert E. Price
|
||
|
/s/ GONZALO BARRUTIETA
|
Director
|
November 9, 2010
|
|
Gonzalo Barrutieta
|
||
|
/s/ KATHERINE L. HENSLEY
|
Director
|
November 9, 2010
|
|
Katherine L. Hensley
|
||
|
/s/ LEON C. JANKS
|
Director
|
November 9, 2010
|
|
Leon C. Janks
|
||
|
/s/ LAWRENCE B. KRAUSE
|
Director
|
November 9, 2010
|
|
Lawrence B. Krause
|
||
|
/s/ KEENE WOLCOTT
|
Director
|
November 9, 2010
|
|
Keene Wolcott
|
||
|
/s/ EDGAR ZURCHER
|
Director
|
November 9, 2010
|
|
Edgar Zurcher
|
|
Page
|
|
|
6
6
|
|
Years Ended August 31,
|
||||||||||||||||||||
|
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
|
(in thousands, except income (loss) per common share)
|
||||||||||||||||||||
|
OPERATING RESULTS DATA:
|
||||||||||||||||||||
|
Net warehouse club sales
|
$
|
1,365,801
|
$
|
1,224,331
|
$
|
1,097,510
|
$
|
869,102
|
$
|
719,576
|
||||||||||
|
Export sales
|
4,139
|
3,679
|
1,498
|
1,016
|
63
|
|||||||||||||||
|
Membership income
|
19,742
|
17,903
|
16,042
|
13,857
|
11,520
|
|||||||||||||||
|
Other income
|
6,209
|
5,715
|
4,826
|
4,826
|
3,514
|
|||||||||||||||
|
Total revenues
|
1,395,891
|
1,251,628
|
1,119,876
|
888,801
|
734,673
|
|||||||||||||||
|
Total cost of goods sold
|
1,160,264
|
1,048,039
|
933,714
|
738,279
|
611,497
|
|||||||||||||||
|
Total selling, general and administrative
|
159,593
|
145,839
|
134,214
|
115,123
|
102,863
|
|||||||||||||||
|
Preopening expenses
|
1,123
|
515
|
1,010
|
373
|
349
|
|||||||||||||||
|
Asset impairment and closure costs (gains)
|
18
|
(249
|
)
|
1,142
|
1,550
|
1,834
|
||||||||||||||
|
Provision for settlement of pending litigation
|
—
|
—
|
1,370
|
5,500
|
—
|
|||||||||||||||
|
Operating income
|
74,893
|
57,484
|
48,426
|
27,976
|
18,130
|
|||||||||||||||
|
Total other expense
(1)
|
(2,653
|
)
|
(1,782
|
)
|
(598
|
)
|
523
|
(1,383
|
)
|
|||||||||||
|
Income from continuing operations before provision for income taxes, losses of unconsolidated affiliates and net income attributable to noncontrolling interests
|
72,240
|
55,702
|
47,828
|
28,499
|
16,747
|
|||||||||||||||
|
Provision for income taxes
|
(22,787
|
)
|
(13,069
|
)
|
(9,124
|
)
|
(12,337
|
)
|
(8,112
|
)
|
||||||||||
|
Losses of unconsolidated affiliates
(2)
|
(22
|
)
|
(21
|
)
|
—
|
(2,903
|
)
|
(97
|
)
|
|||||||||||
|
Net income attributable to noncontrolling interests
|
(132
|
)
|
(265
|
)
|
(494
|
)
|
(476
|
)
|
(354
|
)
|
||||||||||
|
Net income from continuing operations attributable to PriceSmart
|
49,299
|
42,347
|
38,210
|
12,783
|
8,184
|
|||||||||||||||
|
Discontinued operations income (loss), net of tax
|
16
|
(28
|
)
|
(104
|
)
|
143
|
3,674
|
|||||||||||||
|
Net income attributable to PriceSmart
|
$
|
49,315
|
$
|
42,319
|
$
|
38,106
|
$
|
12,926
|
$
|
11,858
|
||||||||||
|
INCOME PER COMMON SHARE -BASIC:
(3)
|
||||||||||||||||||||
|
Income from continuing operations attributable to PriceSmart
|
$
|
1.66
|
$
|
1.43
|
$
|
1.30
|
$
|
0.44
|
$
|
0.29
|
||||||||||
|
Discontinued operations, net of tax
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
0.01
|
$
|
0.13
|
||||||||||
|
Basic net income per common share attributable to PriceSmart
|
$
|
1.66
|
$
|
1.43
|
$
|
1.30
|
$
|
0.45
|
$
|
0.42
|
||||||||||
|
INCOME PER COMMON SHARE -DILUTED:
(3)
|
||||||||||||||||||||
|
Income from continuing operations attributable to PriceSmart
|
$
|
1.65
|
$
|
1.43
|
$
|
1.29
|
$
|
0.44
|
$
|
0.29
|
||||||||||
|
Discontinued operations, net of tax
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
0.01
|
$
|
0.13
|
||||||||||
|
Diluted net income per common share attributable to PriceSmart
|
$
|
1.65
|
$
|
1.43
|
$
|
1.29
|
$
|
0.45
|
$
|
0.42
|
||||||||||
|
Weighted average common shares - basic
|
29,254
|
28,959
|
28,860
|
28,534
|
27,332
|
|||||||||||||||
|
Weighted average common shares - diluted
|
29,279
|
29,057
|
28,996
|
28,685
|
27,408
|
|||||||||||||||
|
BALANCE SHEET DATA:
|
||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
73,346
|
$
|
44,193
|
$
|
48,121
|
$
|
32,065
|
$
|
39,995
|
||||||||||
|
Short-term restricted cash
|
1,240
|
10
|
536
|
8,046
|
7,651
|
|||||||||||||||
|
Total assets
|
572,565
|
487,373
|
451,412
|
395,419
|
359,043
|
|||||||||||||||
|
Long-term debt
(4)
|
53,005
|
37,120
|
23,028
|
8,008
|
13,252
|
|||||||||||||||
|
Total PriceSmart stockholders’ equity
|
336,043
|
300,398
|
274,506
|
245,316
|
234,619
|
|||||||||||||||
|
Dividends paid on common stock
(5)
|
14,895
|
19,551
|
9,463
|
4,659
|
—
|
|||||||||||||||
|
(1)
|
Net interest and other income (expense) includes interest income and expense and gains and losses on disposal of assets.
|
|
(2)
|
Includes impairment charges of $2.6 million in fiscal year 2007.
|
|
(3)
|
Effective September 1, 2009, the Company adopted Financial Accounting Standards Board guidance that addresses whether instruments granted in share-based payment transactions are participating securities and, therefore, have a potential dilutive effect on earnings per share (“EPS”). This guidance was applied retrospectively to all periods presented. In previously reported periods, diluted net income per share was computed using the treasury stock method to calculate the dilutive common shares outstanding during the period. This method resulted in diluted income per share from continuing operations attributable to PriceSmart, Inc. of $1.68, $1.45, $1.30, $0.44 and $0.43 for the fiscal years 2010, 2009, 2008, 2007 and 2006 respectively.
|
|
(4)
|
Long-term debt, net of current portion.
|
|
(5)
|
On January 27, 2010, January 29, 2009, January 24, 2008 and February 7, 2007, the Company declared a cash dividend on its common stock.
|
|
Country/Territory
|
Number of
Warehouse Clubs
in Operation
(as of
August 31, 2010)
|
Number of
Warehouse Clubs
in Operation (as of
August 31, 2009)
|
Anticipated warehouse
club openings
in FY 2011
|
Ownership (as of
August 31, 2010)
|
Basis of
Presentation
|
|||||||||
|
Colombia
|
—
|
—
|
1
|
100
|
%
|
Consolidated
|
||||||||
|
Panama
|
4
|
4
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Costa Rica
|
5
|
5
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Dominican Republic
|
2
|
2
|
1
|
100
|
%
|
Consolidated
|
||||||||
|
Guatemala
|
3
|
3
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
El Salvador
|
2
|
2
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Honduras
|
2
|
2
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Trinidad
|
4
|
3
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Aruba
|
1
|
1
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Barbados
|
1
|
1
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
U.S. Virgin Islands
|
1
|
1
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Jamaica
|
1
|
1
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Nicaragua
|
1
|
1
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Totals
|
27
|
26
|
2
|
|||||||||||
|
·
|
Sales of non-consumable merchandise continued to increase in the fourth fiscal quarter after declining through much of fiscal year 2009 when compared to the same quarter in the prior year. The three most recent fiscal quarters (quarter 2, quarter 3 and quarter 4) have seen a year over year increase in non-consumable merchandise sales of 8.5%, 16.4% and 27.0%, respectively.
|
|
·
|
The decline in the dollar value of the average transaction, which had been 3.2%, 4.8%, and 4.1% in the last two quarters of fiscal year 2009 and the first quarter of fiscal year 2010, respectively, declined only 0.6% in the second quarter of fiscal year 2010, and registered an increase of 4.3% and 5.6% in the third and fourth quarters of fiscal year 2010, respectively, compared to the same quarters in the previous fiscal year.
|
|
·
|
Comparable warehouse club sales percentage growth has been generally trending upward over the past 11 months from a negative growth rate of 1.1% in September 2009 to a reduced negative growth rate of 0.3% in October 2009 followed by positive comparable warehouse club sales growth rates ranging from 0.8% in November 2009 to 16.8% in August 2010.
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||
|
Amount
|
% Change
|
Amount
|
% Change
|
Amount
|
|||||||||||
|
Net warehouse club sales
|
$
|
1,365,801
|
11.6
|
%
|
$
|
1,224,331
|
11.6
|
%
|
$
|
1,097,510
|
|||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||
|
Amount
|
% of net
revenue
|
Amount
|
% of net
revenue
|
Amount
|
% of net
revenue
|
||||||||||||
|
Latin America
|
$
|
838,864
|
61.4
|
%
|
$
|
724,964
|
59.2
|
%
|
$
|
656,612
|
59.8
|
%
|
|||||
|
Caribbean
|
526,937
|
38.6
|
%
|
499,367
|
40.8
|
%
|
440,898
|
40.2
|
%
|
||||||||
|
Net warehouse club sales
|
$
|
1,365,801
|
100.0
|
%
|
$
|
1,224,331
|
100.0
|
%
|
$
|
1,097,510
|
100.0
|
%
|
|||||
|
Fiscal Years Ended August 31,
|
|||||||||||
|
2010
|
2009
|
||||||||||
|
Year on year increase
|
% change
|
Year on year increase
|
% change
|
||||||||
|
Latin America
|
$
|
113,900
|
15.7
|
%
|
$
|
68,352
|
10.4
|
%
|
|||
|
Caribbean
|
27,570
|
5.5
|
%
|
58,469
|
13.3
|
%
|
|||||
|
Net warehouse club sales
|
$
|
141,470
|
11.6
|
%
|
$
|
126,821
|
11.6
|
%
|
|||
|
Fiscal Years Ended
August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Sundries
(including health and beauty aids, tobacco, alcoholic beverages, soft drinks, cleaning and paper products and pet supplies)
|
27
|
%
|
27
|
%
|
26
|
%
|
||||||
|
Food
(including candy, snack foods, dry and fresh foods)
|
51
|
%
|
51
|
%
|
49
|
%
|
||||||
|
Hardlines
(including major appliances, small appliances, electronics, hardware, office supplies, garden and patio, sporting goods, business machines and automotive supplies)
|
14
|
%
|
14
|
%
|
16
|
%
|
||||||
|
Softlines
(including apparel, domestics, cameras, jewelry, housewares, media, toys and home furnishings)
|
6
|
%
|
6
|
%
|
7
|
%
|
||||||
|
Other
(including one-hour photo and food court)
|
2
|
%
|
2
|
%
|
2
|
%
|
||||||
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||||
|
(1)
|
During fiscal year 2010, the Company reviewed and updated its product classification into major categories. This review and update of the classification of products into categories was performed to better align the products and reporting on those products with the Company’s management oversight of these major categories. The Company has retrospectively reclassified the approximate percentage of net sales accounted for by each major category for each of the periods presented based on the updated product assignment into these major categories.
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||||||
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
|||||||||||||||
|
Export sales
|
$
|
4,139
|
460
|
12.5
|
%
|
$
|
3,679
|
$
|
2,181
|
146
|
%
|
$
|
1,498
|
||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||||||||
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
|||||||||||||||||
|
Membership income
|
$
|
19,742
|
$
|
1,839
|
10.3
|
%
|
$
|
17,903
|
$
|
1,861
|
11.6
|
%
|
$
|
16,042
|
|||||||||
|
Membership income % to net warehouse club sales
|
1.4
|
%
|
1.5
|
%
|
1.5
|
%
|
|||||||||||||||||
|
Number of total accounts
|
717,000
|
66,000
|
10.1
|
%
|
651,000
|
47,000
|
7.8
|
%
|
604,000
|
||||||||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||||||
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
|||||||||||||||
|
Other Income
|
$
|
6,209
|
$
|
494
|
8.6
|
%
|
$
|
5,715
|
$
|
889
|
18.4
|
%
|
$
|
4,826
|
|||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
2010
|
2009
|
2008
|
||||||||||||||||||||||
|
Amount
|
Increase from
prior year
|
% to sales
|
Amount
|
Increase from
prior year
|
% to sales
|
Amount
|
% to sales
|
|||||||||||||||||
|
Warehouse club sales
|
$
|
1,365,801
|
$
|
141,470
|
100.0
|
%
|
$
|
1,224,331
|
$
|
126,821
|
100.0
|
%
|
$
|
1,097,510
|
100.0
|
%
|
||||||||
|
Less associated cost of goods sold
|
1,156,374
|
111,819
|
84.7
|
1,044,555
|
112,261
|
85.3
|
932,294
|
84.9
|
||||||||||||||||
|
Warehouse gross profit margin
|
$
|
209,427
|
$
|
29,651
|
15.3
|
%
|
$
|
179,776
|
$
|
14,560
|
14.7
|
%
|
$
|
165,216
|
15.1
|
%
|
||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
2010
|
2009
|
2008
|
||||||||||||||||||||||
|
Amount
|
Increase from prior year
|
% to sales
|
Amount
|
Increase from
prior year
|
% to sales
|
Amount
|
% to sales
|
|||||||||||||||||
|
Export sales
|
$
|
4,139
|
$
|
460
|
100.0
|
%
|
$
|
3,679
|
$
|
2,181
|
100.0
|
%
|
$
|
1,498
|
100.0
|
%
|
||||||||
|
Less associated cost of goods sold
|
3,890
|
406
|
94.0
|
3,484
|
2,064
|
94.7
|
1,420
|
94.8
|
||||||||||||||||
|
Export sales gross profit margin
|
$
|
249
|
$
|
54
|
6.0
|
%
|
$
|
195
|
$
|
117
|
5.3
|
%
|
$
|
78
|
5.2
|
%
|
||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||||||||||||||
|
Amount
|
% to warehouse club sales
|
Increase from
prior year
|
%
Change
|
Amount
|
% to warehouse club sales
|
Increase from
prior year
|
%
Change
|
Amount
|
% to warehouse club sales
|
||||||||||||||||||||
|
Warehouse club operations expense
|
$
|
126,274
|
9.2
|
%
|
$
|
11,317
|
9.8
|
%
|
$
|
114,957
|
9.4
|
%
|
$
|
11,070
|
10.7
|
%
|
$
|
103,887
|
9.5
|
%
|
|||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||||||||||||||
|
Amount
|
% to warehouse club sales
|
Increase from prior year
|
%
Change
|
Amount
|
% to warehouse club sales
|
Increase from prior year
|
%
Change
|
Amount
|
% to warehouse club sales
|
||||||||||||||||||||
|
General and administrative expenses
|
$
|
33,319
|
2.4
|
%
|
$
|
2,437
|
7.9
|
%
|
$
|
30,882
|
2.5
|
%
|
$
|
555
|
1.8
|
%
|
$
|
30,327
|
2.8
|
%
|
|||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||||||||
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
|||||||||||||||||
|
Pre-opening expenses
|
$
|
1,123
|
$
|
608
|
118.1
|
%
|
$
|
515
|
$
|
(495
|
)
|
(49.0
|
)
|
%
|
$
|
1,010
|
|||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
2010
|
2009
|
2008
|
||||||||||||||||||||||
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
||||||||||||||||||
|
Asset impairment
|
$
|
18
|
$
|
(151
|
)
|
(89.3
|
)
|
%
|
$
|
169
|
$
|
(280
|
)
|
(62.4
|
)
|
%
|
$
|
449
|
||||||
|
Closure costs (gains)
|
—
|
418
|
(100.0
|
)
|
(418
|
)
|
(1,111
|
)
|
(160.3
|
)
|
693
|
|||||||||||||
|
Total asset impairment and closure cost (gain)
|
$
|
18
|
$
|
267
|
(107.2
|
)
|
%
|
$
|
(249
|
)
|
$
|
(1,391
|
)
|
(121.8
|
)
|
%
|
$
|
1,142
|
||||||
|
Fiscal Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Provision for settlement of litigation, including changes in fair market value of put agreement
|
$
|
—
|
$
|
—
|
$
|
1,370
|
||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||||||||||||||
|
Amount
|
% to warehouse club sales
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
% to warehouse club sales
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
% to warehouse club sales
|
||||||||||||||||||||
|
Operating income
|
$
|
74,893
|
5.5
|
%
|
$
|
17,409
|
30.3
|
%
|
$
|
57,484
|
4.7
|
%
|
$
|
9,058
|
18.7
|
%
|
$
|
48,426
|
4.4
|
%
|
|||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||
|
Amount
|
Increase/(decrease) from prior year
|
Amount
|
Increase/(decrease) from prior year
|
Amount
|
|||||||||||||
|
Interest Income
|
$
|
553
|
$
|
96
|
$
|
457
|
$
|
(736
|
)
|
$
|
1,193
|
||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||
|
2010
|
2009
|
2008
|
||||||||||||||||
|
Amount
|
Increase/(decrease) from
prior year
|
Amount
|
Increase/(decrease) from prior year
|
Amount
|
||||||||||||||
|
Interest expense on loans
|
$
|
4,383
|
$
|
2,588
|
$
|
1,795
|
$
|
350
|
|
$
|
1,445
|
|||||||
|
Capitalized interest
|
(1,660
|
)
|
(1,565
|
)
|
(95
|
)
|
(95
|
)
|
—
|
|||||||||
|
Net interest expense
|
$
|
2,723
|
$
|
1,023
|
$
|
1,700
|
$
|
255
|
$
|
1,445
|
||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||
|
2010
|
2009
|
2008
|
||||||||||||||||||
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
||||||||||||||||
|
Current tax expense
|
$
|
18,594
|
$
|
4,603
|
$
|
13,991
|
$
|
(1,469
|
)
|
$
|
15,460
|
|||||||||
|
Net deferred tax provision (benefit)
|
$
|
4,193
|
$
|
5,115
|
$
|
(922
|
)
|
$
|
5,414
|
$
|
(6,336
|
)
|
||||||||
|
Provision for income taxes
|
$
|
22,787
|
$
|
9,718
|
$
|
13,069
|
$
|
3,945
|
$
|
9,124
|
||||||||||
|
Effective tax rate
|
31.54
|
%
|
23.46
|
%
|
19.08
|
%
|
||||||||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||
|
2010
|
2009
|
2008
|
|||||||||||||||
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
|||||||||||||
|
Loss of unconsolidated affiliates
|
$
|
22
|
$
|
1
|
$
|
21
|
$
|
21
|
$
|
—
|
|||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||
|
2010
|
2009
|
2008
|
||||||||||||||||||
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
||||||||||||||||
|
Net income attributable to noncontrolling interests
|
$
|
132
|
$
|
(133
|
)
|
$
|
265
|
$
|
(229
|
)
|
$
|
494
|
||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||
|
2010
|
2009
|
2008
|
||||||||||||||||||||
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
||||||||||||||||
|
Income from Continuing Operations attributable to PriceSmart
|
$
|
49,299
|
$
|
6,952
|
16.4
|
%
|
$
|
42,347
|
$
|
4,137
|
10.8
|
%
|
$
|
38,210
|
||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
2010
|
2009
|
2008
|
||||||||||||||||||||||
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
||||||||||||||||||
|
Income (loss) from discontinued operations, net of tax
|
$
|
16
|
$
|
44
|
(157.1
|
)
|
%
|
$
|
(28
|
)
|
$
|
76
|
(73.1
|
)
|
%
|
$
|
(104
|
)
|
||||||
|
(1)
|
All loans are denominated in U.S. dollars unless otherwise stated.
|
|
Liability Derivatives
|
||||||||||
|
August 31, 2010
|
August 31, 2009
|
|||||||||
|
Derivatives designated as hedging instruments
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
||||||
|
Interest Rate Swaps
(1)
|
Other Accrued Expenses
|
$
|
767
|
Other Accrued Expenses
|
$
|
625
|
||||
|
Total derivatives designated as hedging instruments
(2)
|
$
|
767
|
$
|
625
|
||||||
|
(1)
|
The effective portion of the interest rate swaps was recorded as a loss to accumulated other comprehensive loss for $576,000 and $464,000, net of tax, as of August 31, 2010, and August 31, 2009, respectively.
|
|
(2)
|
All derivatives were designated as hedging instruments.
|
|
Payments due in:
|
||||||||||||||||||||
|
Contractual obligations
|
Less than
1 Year
|
1 to 3
Years
|
4 to 5
Years
|
After
5 Years
|
Total
|
|||||||||||||||
|
Long-term debt and interest
(1)(7)
|
$
|
11,565
|
$
|
21,963
|
$
|
30,628
|
$
|
10,485
|
$
|
74,641
|
||||||||||
|
Operating leases
(2)(3)
|
6,366
|
13,221
|
13,600
|
49,516
|
82,703
|
|||||||||||||||
|
Additional capital contribution commitments to
joint ventures
(4)
|
3,663
|
—
|
—
|
—
|
3,663
|
|||||||||||||||
|
Equipment lease
(5)
|
44
|
—
|
—
|
—
|
44
|
|||||||||||||||
|
Distribution center services
(6)
|
125
|
41
|
—
|
—
|
166
|
|||||||||||||||
|
Total
|
$
|
21,763
|
$
|
35,225
|
$
|
44,228
|
$
|
60,001
|
$
|
161,217
|
||||||||||
|
(1)
|
Long-term debt includes debt with both fixed and variable interest rates. The Company has used variable rates as of August 31, 2010 to calculate future estimated payments related to the variable rate items. For the portion of the loans subject to interest rate swaps, the Company has used the fixed interest rates as set by the interest rate swaps.
|
|
(2)
|
Amounts shown exclude future operating lease payments due for the closed warehouse club in Guam. The projected minimum payments excluded for Guam are approximately $980,000; sublease income for this location is approximately $1.2 million, yielding no net projected obligation.
|
|
(3)
|
Operating lease obligations have been reduced by approximately $479,000 to reflect the amounts net of sublease income.
|
|
(4)
|
Amounts shown are the contractual capital contribution requirements for the Company's investment in the joint ventures that the Company has agreed to make; however, the parties intend to seek alternate financing for these projects.
|
|
(5)
|
Certain obligations under leasing arrangements are collateralized by the underlying asset being leased.
|
|
(6)
|
Amounts shown are the minimum payments under contractual distribution center services agreements for Mexico City.
|
|
(7)
|
As of July 1, 2010, contractual obligations on long-term debt and interest changed as a result of changes to the interest rates on loans with Scotia Bank totaling approximately $22.3 million. The interest rate was changed to a fixed rate of 5.5%. This resulted in a reduction of long-term interest payments of approximately $1.5 million over the next five years.
|
|
|
- the asset’s inability to continue to generate income from operations and positive cash flow in future periods;
|
|
|
- loss of legal ownership or title to the asset;
|
|
|
- significant changes in its strategic business objectives and utilization of the asset(s); and
|
|
|
- the impact of significant negative industry or economic trends.
|
|
Country/Territory
|
Number of
Warehouse Clubs
In Operation
|
Anticipated Warehouse
Club Openings
in FY 2011
|
Currency
|
||||||
|
Colombia
|
—
|
1
|
(2)
|
Colombia Peso
|
|||||
|
Panama
|
4
|
—
|
U.S. Dollar
|
||||||
|
Costa Rica
|
5
|
—
|
Costa Rican Colon
|
||||||
|
Dominican Republic
|
2
|
1
|
(3)
|
Dominican Republic Peso
|
|||||
|
Guatemala
|
3
|
—
|
Guatemalan Quetzal
|
||||||
|
El Salvador
|
2
|
—
|
U.S. Dollar
|
||||||
|
Honduras
|
2
|
—
|
Honduran Lempira
|
||||||
|
Trinidad
|
4
|
—
|
Trinidad Dollar
|
||||||
|
Aruba
|
1
|
—
|
Aruba Florin
|
||||||
|
Barbados
|
1
|
—
|
Barbados Dollar
|
||||||
|
U.S. Virgin Islands
|
1
|
—
|
U.S. Dollar
|
||||||
|
Jamaica
|
1
|
—
|
Jamaican Dollar
|
||||||
|
Nicaragua
|
1
|
—
|
Nicaragua Cordoba Oro
|
||||||
|
Totals
|
27
|
(1)
|
2
|
||||||
|
(1)
|
The Company opened a warehouse club in April fiscal year 2010 in Trinidad (“San Fernando”). The Company also moved an existing warehouse club in Panama City, Panama (“Los Pueblos”) to a new site (“Brisas”) in April fiscal year 2010. The Company opened a warehouse club in fiscal year 2009 in Costa Rica.
|
|
(2)
|
This warehouse club is expected to open in the summer of 2011.
|
|
(3)
|
This warehouse club opened on November 5, 2010 (Arroyo Hondo).
|
|
August 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
73,346
|
$
|
44,193
|
||||
|
Short-term restricted cash
|
1,240
|
10
|
||||||
|
Receivables, net of allowance for doubtful accounts of $15 and $10 as of August 31, 2010 and 2009, respectively
|
2,855
|
2,187
|
||||||
|
Merchandise inventories
|
131,190
|
115,841
|
||||||
|
Deferred tax assets – current
|
3,639
|
2,618
|
||||||
|
Prepaid expenses and other current assets
|
21,879
|
19,033
|
||||||
|
Assets of discontinued operations
|
692
|
900
|
||||||
|
Total current assets
|
234,841
|
184,782
|
||||||
|
Long-term restricted cash
|
5,640
|
732
|
||||||
|
Property and equipment, net
|
265,544
|
231,798
|
||||||
|
Goodwill
|
37,471
|
37,538
|
||||||
|
Deferred tax assets – long term
|
16,637
|
20,938
|
||||||
|
Other assets
|
4,341
|
3,927
|
||||||
|
Investment in unconsolidated affiliates
|
8,091
|
7,658
|
||||||
|
Total Assets
|
$
|
572,565
|
$
|
487,373
|
||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Current Liabilities:
|
||||||||
|
Short-term borrowings
|
$
|
3,551
|
$
|
2,303
|
||||
|
Accounts payable
|
124,401
|
101,412
|
||||||
|
Accrued salaries and benefits
|
10,911
|
8,831
|
||||||
|
Deferred membership income
|
9,729
|
8,340
|
||||||
|
Income taxes payable
|
6,615
|
5,942
|
||||||
|
Other accrued expenses
|
12,095
|
10,022
|
||||||
|
Long-term debt, current portion
|
7,715
|
4,590
|
||||||
|
Deferred tax liability – current
|
357
|
189
|
||||||
|
Liabilities of discontinued operations
|
109
|
299
|
||||||
|
Total current liabilities
|
175,483
|
141,928
|
||||||
|
Deferred tax liability – long-term
|
1,198
|
1,026
|
||||||
|
Long-term portion of deferred rent
|
3,272
|
2,673
|
||||||
|
Long-term income taxes payable, net of current portion
|
3,564
|
3,458
|
||||||
|
Long-term debt, net of current portion
|
53,005
|
37,120
|
||||||
|
Total liabilities
|
236,522
|
186,205
|
||||||
|
Equity:
|
||||||||
|
Common stock, $0.0001 par value, 45,000,000 shares authorized; 30,624,666 and 30,337,109 shares issued and 29,897,909 and 29,681,031 shares outstanding (net of treasury shares) as of August 31, 2010 and 2009, respectively.
|
3
|
3
|
||||||
|
Additional paid-in capital
|
379,368
|
377,210
|
||||||
|
Tax benefit from stock-based compensation
|
4,490
|
4,547
|
||||||
|
Accumulated other comprehensive loss
|
(16,672
|
)
|
(17,230
|
)
|
||||
|
Accumulated deficit
|
(15,578
|
)
|
(49,998
|
)
|
||||
|
Less: treasury stock at cost; 726,757 and 656,078 shares as of August 31, 2010 and 2009, respectively.
|
(15,568
|
)
|
(14,134
|
)
|
||||
|
Total PriceSmart stockholders’ equity
|
336,043
|
300,398
|
||||||
|
Noncontrolling interest
|
—
|
770
|
||||||
|
Total equity
|
336,043
|
301,168
|
||||||
|
Total Liabilities and Equity
|
$
|
572,565
|
$
|
487,373
|
||||
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Revenues:
|
||||||||||||
|
Net warehouse club sales
|
$
|
1,365,801
|
$
|
1,224,331
|
$
|
1,097,510
|
||||||
|
Export sales
|
4,139
|
3,679
|
1,498
|
|||||||||
|
Membership income
|
19,742
|
17,903
|
16,042
|
|||||||||
|
Other income
|
6,209
|
5,715
|
4,826
|
|||||||||
|
Total revenues
|
1,395,891
|
1,251,628
|
1,119,876
|
|||||||||
|
Operating expenses:
|
||||||||||||
|
Cost of goods sold:
|
||||||||||||
|
Net warehouse club
|
1,156,374
|
1,044,555
|
932,294
|
|||||||||
|
Export
|
3,890
|
3,484
|
1,420
|
|||||||||
|
Selling, general and administrative:
|
||||||||||||
|
Warehouse club operations
|
126,274
|
114,957
|
103,887
|
|||||||||
|
General and administrative
|
33,319
|
30,882
|
30,327
|
|||||||||
|
Pre-opening expenses
|
1,123
|
515
|
1,010
|
|||||||||
|
Asset impairment and closure costs (income)
|
18
|
(249
|
)
|
1,142
|
||||||||
|
Provision for settlement of litigation, including changes in fair market value of put agreement
|
—
|
—
|
1,370
|
|||||||||
|
Total operating expenses
|
1,320,998
|
1,194,144
|
1,071,450
|
|||||||||
|
Operating income
|
74,893
|
57,484
|
48,426
|
|||||||||
|
Other income (expense):
|
||||||||||||
|
Interest income
|
553
|
457
|
1,193
|
|||||||||
|
Interest expense
|
(2,723
|
)
|
(1,700
|
)
|
(1,445
|
)
|
||||||
|
Other expense, net
|
(483
|
)
|
(539
|
)
|
(346
|
)
|
||||||
|
Total other expense
|
(2,653
|
)
|
(1,782
|
)
|
(598
|
)
|
||||||
|
Income from continuing operations before provision for income taxes and loss of unconsolidated affiliates
|
72,240
|
55,702
|
47,828
|
|||||||||
|
Provision for income taxes
|
(22,787
|
)
|
(13,069
|
)
|
(9,124
|
)
|
||||||
|
Loss of unconsolidated affiliates
|
(22
|
)
|
(21
|
)
|
—
|
|||||||
|
Income from continuing operations
|
49,431
|
42,612
|
38,704
|
|||||||||
|
Income (loss) from discontinued operations, net of tax
|
16
|
(28
|
)
|
(104
|
)
|
|||||||
|
Net income
|
$
|
49,447
|
$
|
42,584
|
38,600
|
|||||||
|
Net income attributable to noncontrolling interests
|
(132
|
)
|
(265
|
)
|
(494
|
)
|
||||||
|
Net income attributable to PriceSmart
|
49,315
|
42,319
|
$
|
38,106
|
||||||||
|
Net income attributable to PriceSmart:
|
||||||||||||
|
Income from continuing operations
|
49,299
|
42,347
|
38,210
|
|||||||||
|
Income (loss) from discontinued operations, net of tax
|
16
|
(28
|
)
|
(104
|
)
|
|||||||
|
$
|
49,315
|
$
|
42,319
|
$
|
38,106
|
|||||||
|
Net income per share attributable to PriceSmart and available for distribution:
|
||||||||||||
|
Basic net income per share from continuing operations
|
$
|
1.66
|
$
|
1.43
|
$
|
1.30
|
||||||
|
Basic net income per share from discontinued operations, net of tax
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
Basic net income per share
|
$
|
1.66
|
$
|
1.43
|
$
|
1.30
|
||||||
|
Diluted net income per share from continuing operations
|
$
|
1.65
|
$
|
1.43
|
$
|
1.29
|
||||||
|
Diluted net income per share from discontinued operations, net of tax
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
Diluted net income per share
|
$
|
1.65
|
$
|
1.43
|
$
|
1.29
|
||||||
|
Shares used in per share computations:
|
||||||||||||
|
Basic
|
29,254
|
28,959
|
28,860
|
|||||||||
|
Diluted
|
29,279
|
29,057
|
28,996
|
|||||||||
|
Dividends per share
|
$
|
0.50
|
$
|
0.50
|
$
|
0.32
|
||||||
|
Tax
|
|||||||||||||||||||||||||||||||||||
|
benefit
|
Accum-
|
Total | |||||||||||||||||||||||||||||||||
|
from
|
ulated
|
Price-
|
|||||||||||||||||||||||||||||||||
|
stock-
|
other
|
Smart
|
|||||||||||||||||||||||||||||||||
|
Additional
|
based
|
compre-
|
Accum-
|
stock-
|
Non-
|
||||||||||||||||||||||||||||||
|
Common Stock
|
Paid-in
|
compen-
|
hensive
|
ulated
|
Treasury Stock
|
holders’
|
Controlling
|
Total
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
sation
|
loss
|
deficit
|
Shares
|
Amount
|
equity
|
Interest
|
Equity
|
|||||||||||||||||||||||||
|
Balance at August 31, 2007
|
29,815
|
$
|
3
|
$
|
369,848
|
$
|
3,970
|
$
|
(12,343
|
)
|
$
|
(106,087
|
)
|
476
|
$
|
(10,075
|
)
|
$
|
245,316
|
$
|
3,145
|
$
|
248,461
|
||||||||||||
|
Purchase of treasury stock
|
—
|
—
|
—
|
—
|
—
|
—
|
46
|
(1,429
|
)
|
(1,429
|
)
|
—
|
(1,429
|
)
|
|||||||||||||||||||||
|
Issuance of restricted stock awards
|
334
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
|
Forfeiture of restricted stock awards
|
(15
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
|
Exercise of stock options
|
62
|
—
|
921
|
—
|
—
|
—
|
—
|
—
|
921
|
—
|
921
|
||||||||||||||||||||||||
|
Stock-based compensation
|
—
|
—
|
2,579
|
593
|
—
|
—
|
—
|
—
|
3,172
|
—
|
3,172
|
||||||||||||||||||||||||
|
Common stock subject to put agreement
|
—
|
—
|
(161
|
)
|
—
|
—
|
—
|
—
|
—
|
(161
|
)
|
—
|
(161
|
)
|
|||||||||||||||||||||
|
Purchase of treasury stock for PSC settlement
|
—
|
—
|
(115
|
)
|
—
|
—
|
—
|
58
|
(1,341
|
)
|
(1,456
|
)
|
—
|
(1,456
|
)
|
||||||||||||||||||||
|
Cost to record fair market value of put for PSC settlement
|
—
|
—
|
120
|
—
|
—
|
—
|
—
|
—
|
120
|
—
|
120
|
||||||||||||||||||||||||
|
Dividend payable to stockholders
|
—
|
—
|
—
|
—
|
—
|
(4,744
|
)
|
—
|
—
|
(4,744
|
)
|
—
|
(4,744
|
)
|
|||||||||||||||||||||
|
Dividend paid to stockholders
|
—
|
—
|
—
|
—
|
—
|
(4,785
|
)
|
—
|
—
|
(4,785
|
)
|
—
|
(4,785
|
)
|
|||||||||||||||||||||
|
Acquisition of 49% noncontrolling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(3,100
|
)
|
(3,100
|
)
|
||||||||||||||||||||||
|
Acquisition of 10% noncontrolling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(13
|
)
|
(13
|
)
|
||||||||||||||||||||||
|
Change in fair value of interest rate swaps
|
—
|
—
|
—
|
—
|
(8
|
)
|
—
|
—
|
—
|
(8
|
)
|
—
|
(8
|
)
|
|||||||||||||||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
38,106
|
—
|
—
|
38,106
|
494
|
38,600
|
||||||||||||||||||||||||
|
Translation adjustment
|
—
|
—
|
—
|
—
|
(546
|
)
|
—
|
—
|
—
|
(546
|
)
|
(46
|
)
|
(592
|
)
|
||||||||||||||||||||
|
Comprehensive income
|
37,552
|
448
|
38,000
|
||||||||||||||||||||||||||||||||
|
Balance at August 31, 2008
|
30,196
|
$
|
3
|
$
|
373,192
|
$
|
4,563
|
$
|
(12,897
|
)
|
$
|
(77,510
|
)
|
580
|
$
|
(12,845
|
)
|
$
|
274,506
|
$
|
480
|
$
|
274,986
|
||||||||||||
|
Purchase of treasury stock
|
—
|
—
|
—
|
—
|
—
|
—
|
69
|
(1,128
|
)
|
(1,128
|
)
|
—
|
(1,128
|
)
|
|||||||||||||||||||||
|
Issuance of restricted stock award
|
88
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
|
Forfeiture of restricted stock awards
|
(33
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
|
Exercise of stock options
|
86
|
—
|
559
|
—
|
—
|
—
|
—
|
—
|
559
|
—
|
559
|
||||||||||||||||||||||||
|
Stock-based compensation
|
—
|
—
|
3,298
|
(16
|
)
|
—
|
—
|
—
|
—
|
3,282
|
—
|
3,282
|
|||||||||||||||||||||||
|
Common stock subject to put agreement
|
—
|
—
|
161
|
—
|
—
|
—
|
—
|
161
|
—
|
161
|
|||||||||||||||||||||||||
|
Purchase of treasury stock for PSC settlement
|
—
|
—
|
—
|
—
|
—
|
—
|
7
|
(161
|
)
|
(161
|
)
|
—
|
(161
|
)
|
|||||||||||||||||||||
|
Dividend paid to stockholders
|
—
|
—
|
—
|
—
|
—
|
(14,807
|
)
|
—
|
—
|
(14,807
|
)
|
—
|
(14,807
|
)
|
|||||||||||||||||||||
|
Change in fair value of interest rate swaps, net of tax
|
—
|
—
|
—
|
—
|
(456
|
)
|
—
|
—
|
—
|
(456
|
)
|
—
|
(456
|
)
|
|||||||||||||||||||||
|
Net income
|
—
|
—
|
—
|
—
|
42,319
|
—
|
—
|
42,319
|
265
|
42,584
|
|||||||||||||||||||||||||
|
Translation adjustment
|
—
|
—
|
—
|
—
|
(3,877
|
)
|
—
|
—
|
—
|
(3,877
|
)
|
25
|
(3,852
|
)
|
|||||||||||||||||||||
|
Comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
37,986
|
290
|
38,276
|
||||||||||||||||||||||||
|
Balance at August 31, 2009
|
30,337
|
$
|
3
|
$
|
377,210
|
$
|
4,547
|
$
|
(17,230
|
)
|
$
|
(49,998
|
)
|
656
|
$
|
(14,134
|
)
|
$
|
300,398
|
$
|
770
|
$
|
301,168
|
||||||||||||
|
Purchase of treasury stock
|
—
|
—
|
—
|
—
|
—
|
—
|
71
|
(1,434
|
)
|
(1,434
|
)
|
—
|
(1,434
|
)
|
|||||||||||||||||||||
|
Issuance of restricted stock award
|
152
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
|
Forfeiture of restricted stock awards
|
(5
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
|
Exercise of stock options
|
141
|
—
|
873
|
—
|
—
|
—
|
—
|
—
|
873
|
—
|
873
|
||||||||||||||||||||||||
|
Stock-based compensation
|
—
|
—
|
3,778
|
(57
|
)
|
—
|
—
|
—
|
—
|
3,721
|
—
|
3,721
|
|||||||||||||||||||||||
|
Dividend paid to stockholders
|
—
|
—
|
—
|
—
|
—
|
(14,895
|
)
|
—
|
—
|
(14,895
|
)
|
—
|
(14,895
|
)
|
|||||||||||||||||||||
|
Stockholder contribution
|
—
|
—
|
396
|
—
|
—
|
—
|
—
|
—
|
396
|
—
|
396
|
||||||||||||||||||||||||
|
Acquisition of 5% noncontrolling interest
|
—
|
—
|
(2,914
|
)
|
—
|
—
|
—
|
—
|
—
|
(2,914
|
)
|
(886
|
)
|
(3,800
|
)
|
||||||||||||||||||||
|
Change in fair value of interest rate swaps, net of tax
|
—
|
—
|
—
|
—
|
(112
|
)
|
—
|
—
|
—
|
(112
|
)
|
—
|
(112
|
)
|
|||||||||||||||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
49,315
|
—
|
—
|
49,315
|
132
|
49,447
|
||||||||||||||||||||||||
|
Translation adjustment
|
—
|
—
|
25
|
—
|
670
|
—
|
—
|
—
|
695
|
(16
|
)
|
679
|
|||||||||||||||||||||||
|
Comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
49,898
|
116
|
50,014
|
||||||||||||||||||||||||
|
Balance at August 31, 2010
|
30,625
|
$
|
3
|
$
|
379,368
|
$
|
4,490
|
$
|
(16,672
|
)
|
$
|
(15,578
|
)
|
727
|
$
|
(15,568
|
)
|
$
|
336,043
|
$
|
—
|
$
|
336,043
|
||||||||||||
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Operating Activities:
|
||||||||||||
|
Net income
|
$
|
49,447
|
$
|
42,584
|
$
|
38,600
|
||||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
15,260
|
13,898
|
11,370
|
|||||||||
|
Allowance for doubtful accounts
|
5
|
(1
|
)
|
625
|
||||||||
|
Asset impairment and closure costs
|
18
|
74
|
1,054
|
|||||||||
|
Gain on Guatemala Plaza lease buyout
|
—
|
(651
|
)
|
—
|
||||||||
|
Cash paid for Guatemala Plaza lease buyout
|
—
|
(3,100
|
)
|
—
|
||||||||
|
Loss on sale of property and equipment
|
504
|
509
|
217
|
|||||||||
|
Release from escrow account due to settlement of litigation
|
—
|
256
|
—
|
|||||||||
|
Deferred income taxes
|
3,562
|
(1,805
|
)
|
(1,898
|
)
|
|||||||
|
Discontinued operations
|
(16
|
)
|
28
|
104
|
||||||||
|
Excess tax deficiency (benefit) on stock-based compensation
|
57
|
16
|
(593
|
)
|
||||||||
|
Equity in losses of unconsolidated affiliates
|
22
|
21
|
—
|
|||||||||
|
Stock-based compensation
|
3,778
|
3,298
|
2,579
|
|||||||||
|
Change in operating assets and liabilities:
|
||||||||||||
|
Change in receivables, prepaid expenses and other current assets, accrued salaries and benefits, deferred membership income and other accruals
|
2,718
|
(3,422
|
)
|
(6,140
|
)
|
|||||||
|
Merchandise inventories
|
(15,349
|
)
|
(1,947
|
)
|
(17,915
|
)
|
||||||
|
Accounts payable
|
22,989
|
5,293
|
15,487
|
|||||||||
|
Net cash provided by continuing operating activities
|
82,995
|
55,051
|
43,490
|
|||||||||
|
Net cash provided by discontinued operating activities
|
34
|
307
|
107
|
|||||||||
|
Net cash provided by operating activities
|
83,029
|
55,358
|
43,597
|
|||||||||
|
Investing Activities:
|
||||||||||||
|
Additions to property and equipment
|
(50,207
|
)
|
(49,347
|
)
|
(23,571
|
)
|
||||||
|
Deposits to escrow account for land acquisitions (including settlement of litigation)
|
—
|
—
|
(660
|
)
|
||||||||
|
Proceeds from disposal of property and equipment
|
282
|
181
|
3,071
|
|||||||||
|
Collection of note receivable from sale of closed warehouse club in the Dominican Republic
|
—
|
2,104
|
121
|
|||||||||
|
Acquisition of business, net of cash acquired
|
—
|
—
|
(11,913
|
)
|
||||||||
|
Proceeds from sale of unconsolidated affiliate
|
—
|
—
|
2,000
|
|||||||||
|
Purchase of Nicaragua minority interest
|
—
|
—
|
(10,200
|
)
|
||||||||
|
Purchase of 5% Trinidad noncontrolling interest
|
(3,800
|
)
|
—
|
—
|
||||||||
|
Purchase of Aruba noncontrolling interest
|
—
|
—
|
(300
|
)
|
||||||||
|
Purchase of interest in Costa Rica joint venture
|
—
|
(2,637
|
)
|
—
|
||||||||
|
Capital contribution to Costa Rica joint venture
|
—
|
(377
|
)
|
—
|
||||||||
|
Purchase of interest in Panama joint venture
|
—
|
(4,616
|
)
|
—
|
||||||||
|
Capital contribution to Panama joint venture
|
(433
|
)
|
(50
|
)
|
—
|
|||||||
|
Net cash used in continuing investing activities
|
(54,158
|
)
|
(54,742
|
)
|
(41,452
|
)
|
||||||
|
Net cash (used in) provided by discontinued investing activities
|
—
|
(9
|
)
|
48
|
||||||||
|
Net cash flows used in investing activities
|
(54,158
|
)
|
(54,751
|
)
|
(41,404
|
)
|
||||||
|
Financing Activities:
|
||||||||||||
|
Proceeds from bank borrowings
|
44,904
|
40,119
|
25,813
|
|||||||||
|
Repayment of bank borrowings
|
(24,922
|
)
|
(23,926
|
)
|
(9,488
|
)
|
||||||
|
Cash dividend payments
|
(14,895
|
)
|
(19,551
|
)
|
(9,463
|
)
|
||||||
|
Release of (addition to) restricted cash
|
(6,000
|
)
|
—
|
7,974
|
||||||||
|
Stockholder contribution
|
396
|
—
|
—
|
|||||||||
|
Excess tax (deficiency) benefit on stock-based compensation
|
(57
|
)
|
(16
|
)
|
593
|
|||||||
|
Purchase of treasury stock - excluding PSC settlement
|
(1,434
|
)
|
(1,128
|
)
|
(1,429
|
)
|
||||||
|
Purchase of treasury stock- PSC settlement
|
—
|
(161
|
)
|
(1,341
|
)
|
|||||||
|
Proceeds from exercise of stock options
|
873
|
559
|
921
|
|||||||||
|
Net cash (used in) provided by financing activities
|
(1,135
|
)
|
(4,104
|
)
|
13,580
|
|||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
1,417
|
(431
|
)
|
283
|
||||||||
|
Net increase (decrease) in cash and cash equivalents
|
29,153
|
(3,928
|
)
|
16,056
|
||||||||
|
Cash and cash equivalents at beginning of year
|
44,193
|
48,121
|
32,065
|
|||||||||
|
Cash and cash equivalents at end of year
|
$
|
73,346
|
$
|
44,193
|
$
|
48,121
|
||||||
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Supplemental disclosure of cash flow information:
|
||||||||||||
|
Cash paid during the period for:
|
||||||||||||
|
Interest, net of amounts capitalized
|
$
|
2,613
|
$
|
1,579
|
$
|
485
|
||||||
|
Income taxes
|
$
|
19,309
|
$
|
13,009
|
$
|
12,918
|
||||||
|
PSC settlement expenses
|
$
|
—
|
$
|
—
|
$
|
6,050
|
||||||
|
Acquisition of land and permanent easement related to PSC settlement
|
$
|
—
|
$
|
—
|
$
|
1,125
|
||||||
|
Supplemental disclosure of non-cash financing activities:
|
||||||||||||
|
Dividends declared but not paid
|
$
|
—
|
$
|
—
|
$
|
4,744
|
||||||
|
·
|
Reclassified to noncontrolling interest, a component of total equity, $770,000 as of August 31, 2009, which was previously reported as minority interest on the consolidated balance sheet. A new subtotal, "Total PriceSmart stockholders’ equity," refers to the equity attributable to stockholders of PriceSmart; and
|
|
·
|
Reported as separate captions within the consolidated statements of income: "Net income attributable to noncontrolling interest" and "Net income attributable to PriceSmart."
|
|
Subsidiary
|
Countries
|
Ownership
|
Basis of Presentation
|
||||
|
PriceSmart, Aruba
|
Aruba
|
100.0 | % |
Consolidated
|
|||
|
PriceSmart, Barbados
|
Barbados
|
100.0 | % |
Consolidated
|
|||
|
PriceSmart, Colombia
|
Colombia
|
100.0 | % |
Consolidated
(1)
|
|||
|
PSMT Caribe, Inc.:
|
|||||||
|
Costa Rica
|
Costa Rica
|
100.0 | % |
Consolidated
|
|||
|
Dominican Republic
|
Dominican Republic
|
100.0 | % |
Consolidated
|
|||
|
El Salvador
|
El Salvador
|
100.0 | % |
Consolidated
|
|||
|
Honduras
|
Honduras
|
100.0 | % |
Consolidated
|
|||
|
PriceSmart, Guam
|
Guam
|
100.0 | % |
Consolidated
(2)
|
|||
|
PriceSmart, Guatemala
|
Guatemala
|
100.0 | % |
Consolidated
|
|||
|
PriceSmart Holdings, Inc.
|
St. Lucia
|
100.0 | % |
Consolidated
(3)
|
|||
|
PriceSmart, Jamaica
|
Jamaica
|
100.0 | % |
Consolidated
|
|||
|
PriceSmart, Nicaragua
|
Nicaragua
|
100.0 | % |
Consolidated
|
|||
|
PriceSmart, Panama
|
Panama
|
100.0 | % |
Consolidated
|
|||
|
PriceSmart Exempt SRL
|
Barbados
|
100.0 | % |
Consolidated
(3)
|
|||
|
PriceSmart, Trinidad
|
St. Lucia/Trinidad
|
100.0 | % |
Consolidated
(4)
|
|||
|
PriceSmart, U.S. Virgin Islands
|
U.S. Virgin Islands
|
100.0 | % |
Consolidated
|
|||
|
GolfPark Plaza, S.A.
|
Panama
|
50.0 | % |
Equity
(5)
|
|||
|
Price Plaza Alajuela PPA, S.A.
|
Costa Rica
|
50.0 | % |
Equity
(5)
|
|||
|
Newco2
|
Costa Rica
|
50.0 | % |
Equity
(5)
|
|
(1)
|
During fiscal year 2010, the Company created this subsidiary to record the investment and costs associated with the construction of membership warehouse clubs in Colombia.
|
|
(2)
|
Entity is treated as discontinued operations in the consolidated financial statements.
|
|
(3)
|
These companies act as investment and holding companies for the Company’s subsidiaries in Trinidad and Jamaica.
|
|
(4)
|
The Company acquired the remaining 5% ownership in May 2010. (See Note 15 - Acquisition of Noncontrolling Interest).
|
|
(5)
|
Purchases of joint venture interests during the first quarter of fiscal year 2009 recorded as investment in unconsolidated affiliates on the consolidated balance sheets.
|
|
Tax Jurisdiction
|
Fiscal Years Subject to Audit
|
|
|
U.S. federal
|
1995 through 2001 and 2003 through 2010
|
|
|
California (U.S.)
|
2000 through 2001 and 2004 through 2010
|
|
|
Florida (U.S.)
|
2000 through 2001 and 2003 through 2010
|
|
|
Aruba
|
2002 to the present
|
|
|
Barbados
|
2002 to the present
|
|
|
Costa Rica
|
2007 to the present
|
|
|
Dominican Republic
|
2006 to the present
|
|
|
El Salvador
|
2007 to the present
|
|
|
Guatemala
|
2006 to the present
|
|
|
Honduras
|
2005 to the present
|
|
|
Jamaica
|
2004 to the present
|
|
|
Mexico
|
2006 to the present
|
|
|
Nicaragua
|
2006 to the present
|
|
|
Panama
|
2007 to the present
|
|
|
Trinidad
|
2003 to the present
|
|
|
U.S. Virgin Islands
|
2001 to the present
|
|
|
Colombia
|
2009 to the present
|
|
August 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Cash and cash equivalents
|
$
|
41
|
$
|
28
|
||||
|
Accounts receivable, net
|
219
|
223
|
||||||
|
Prepaid expenses and other current assets
|
39
|
46
|
||||||
|
Other assets, non-current
|
393
|
603
|
||||||
|
Assets of discontinued operations
|
$
|
692
|
$
|
900
|
||||
|
Other accrued expenses
|
$
|
109
|
$
|
299
|
||||
|
Liabilities of discontinued operations
|
$
|
109
|
$
|
299
|
||||
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Net warehouse club sales
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
Pre-tax income (loss) from discontinued operations
|
16
|
(28
|
)
|
(104
|
)
|
|||||||
|
Income tax (provision) benefit
|
—
|
—
|
—
|
|||||||||
|
Income (loss) from discontinued operations
|
$
|
16
|
$
|
(28
|
)
|
$
|
(104
|
)
|
||||
|
August 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Land
|
$
|
81,187
|
$
|
74,506
|
||||
|
Building and improvements
|
171,828
|
139,639
|
||||||
|
Fixtures and equipment
|
88,090
|
80,680
|
||||||
|
Construction in progress
|
13,683
|
16,253
|
||||||
|
Total property and equipment, historical cost
|
354,788
|
311,078
|
||||||
|
Less: accumulated depreciation
|
(89,244
|
)
|
(79,280
|
)
|
||||
|
Property and equipment, net
|
$
|
265,544
|
$
|
231,798
|
||||
|
Land Costa Rica
|
$
|
3,724
|
||
|
Land Panama
|
2,856
|
|||
|
Land Trinidad
|
4,519
|
|||
|
Total land acquired
|
$
|
11,099
|
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Net income from continuing operations attributable to PriceSmart
|
$
|
49,299
|
$
|
42,347
|
$
|
38,210
|
||||||
|
Less: Earnings and dividends allocated to unvested stockholders
|
870
|
914
|
828
|
|||||||||
|
Less: Dividend distribution to common stockholders
|
14,664
|
14,512
|
9,245
|
|||||||||
|
Basic undistributed net earnings available to common stockholders from continuing operations attributable to PriceSmart
|
$
|
33,765
|
$
|
26,921
|
$
|
28,137
|
||||||
|
Add: Net undistributed earnings allocated and reallocated to unvested stockholders (two-class method) and dividend distribution
|
14,664
|
14,514
|
9,248
|
|||||||||
|
Net earnings available to common stockholders from continuing operations attributable to PriceSmart
|
$
|
48,429
|
$
|
41,435
|
$
|
37,385
|
||||||
|
Net earnings (loss) available to common stockholders from discontinued operations
|
$
|
16
|
$
|
(28
|
)
|
$
|
(104
|
)
|
||||
|
Basic weighted average shares outstanding
|
29,254
|
28,959
|
28,860
|
|||||||||
|
Add dilutive effect of stock options (two-class method)
|
25
|
98
|
136
|
|||||||||
|
Diluted average shares outstanding
|
29,279
|
29,057
|
28,996
|
|||||||||
|
Basic income per share from continuing operations attributable to PriceSmart
|
$
|
1.66
|
$
|
1.43
|
$
|
1.30
|
||||||
|
Diluted income per share from continuing operations attributable to PriceSmart
|
$
|
1.65
|
$
|
1.43
|
$
|
1.29
|
||||||
|
Basic income (loss) per share from discontinued operations
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
||||||
|
Diluted income (loss) per share from discontinued operations
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
||||||
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Options granted to directors
|
$
|
40
|
$
|
60
|
$
|
126
|
||||||
|
Restricted stock awards
|
3,670
|
3,145
|
2,453
|
|||||||||
|
Restricted stock units
|
68
|
93
|
—
|
|||||||||
|
Stock-based compensation expense
|
$
|
3,778
|
$
|
3,298
|
$
|
2,579
|
||||||
|
Shares
|
Weighted Average
Exercise Price
|
|||||||
|
Shares subject to outstanding options at August 31, 2007
|
374,815
|
$
|
12.35
|
|||||
|
Granted
|
8,000
|
23.61
|
||||||
|
Exercised
|
(61,685
|
)
|
14.93
|
|||||
|
Forfeited or expired
|
(41,000
|
)
|
32.03
|
|||||
|
Shares subject to outstanding options at August 31, 2008
|
280,130
|
$
|
9.23
|
|||||
|
Granted
|
5,000
|
16.34
|
||||||
|
Exercised
|
(85,647
|
)
|
6.29
|
|||||
|
Forfeited or expired
|
(19,485
|
)
|
16.60
|
|||||
|
Shares subject to outstanding options at August 31, 2009
|
179,998
|
$
|
10.02
|
|||||
|
Granted
|
6,000
|
20.01
|
||||||
|
Exercised
|
(141,598
|
)
|
6.30
|
|||||
|
Forfeited or expired
|
(9,200
|
)
|
31.76
|
|||||
|
Shares subject to outstanding options at August 31, 2010
|
35,200
|
$
|
20.99
|
|||||
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Risk free interest rate
|
2.71
|
%
|
2.02
|
%
|
3.25
|
%
|
||||||
|
Expected life
|
5 years
|
5 years
|
5 years
|
|||||||||
|
Expected volatility
|
53.25
|
%
|
53.55
|
%
|
47.74
|
%
|
||||||
|
Expected dividend yield
|
2.5
|
%
|
1.8
|
%
|
1.2
|
%
|
||||||
|
Range of
Exercise Prices
|
Outstanding as
of August 31, 2010
|
Weighted-Average
Remaining
Contractual Life
(in years)
|
Weighted-Average
Exercise Price on Options Outstanding
|
Options Exercisable as
of August 31, 2010
|
Weighted-Average
Exercise Price
on Options
Exercisable as of
August 31, 2010
|
|||||||||||||||||
|
$
|
7.63 – $9.00
|
3,200
|
1.12
|
$
|
8.01
|
2,600
|
$
|
7.97
|
||||||||||||||
|
9.01 – 21.00
|
18,000
|
3.92
|
17.47
|
5,200
|
16.14
|
|||||||||||||||||
|
21.01 – 35.06
|
14,000
|
1.88
|
28.50
|
9,800
|
30.59
|
|||||||||||||||||
|
$
|
7.63 – $35.06
|
35,200
|
2.85
|
$
|
20.99
|
17,600
|
$
|
22.98
|
||||||||||||||
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Proceeds from stock options exercised
|
$
|
873
|
$
|
559
|
$
|
921
|
||||||
|
Intrinsic value of stock options exercised
|
$
|
2,007
|
$
|
917
|
$
|
854
|
||||||
|
Grants
|
||||
|
Grants outstanding at August 31, 2007
|
566,250
|
|||
|
Granted
|
333,745
|
|||
|
Forfeited
|
(15,077
|
)
|
||
|
Vested
|
(136,058
|
)
|
||
|
Grants outstanding at August 31, 2008
|
748,860
|
|||
|
Granted
|
104,510
|
|||
|
Forfeited
|
(32,836
|
)
|
||
|
Vested
|
(202,284
|
)
|
||
|
Grants outstanding at August 31, 2009
|
618,250
|
|||
|
Granted
|
151,930
|
|||
|
Forfeited
|
(4,971
|
)
|
||
|
Vested
|
(206,388
|
)
|
||
|
Grants outstanding at August 31, 2010
|
558,821
|
|||
|
Years Ended August 31,
|
||||||||||||
|
Weighted Average Grant Date Fair Value
|
2010
|
2009
|
2008
|
|||||||||
|
Restricted stock awards and units granted
|
$
|
23.36
|
$
|
18.43
|
$
|
27.61
|
||||||
|
Restricted stock awards and units vested
|
$
|
16.58
|
$
|
16.21
|
$
|
10.83
|
||||||
|
Restricted stock awards and units forfeited
|
$
|
18.69
|
$
|
15.06
|
$
|
14.83
|
||||||
|
Liability
|
Liability
|
Liability
|
Liability
|
||||||||||||||||||||||||||||||||||||||||||||||
|
as of
|
Charged
|
Non-
|
as of
|
Charged
|
Non-
|
as of
|
Charged
|
Non-
|
as of
|
||||||||||||||||||||||||||||||||||||||||
|
August 31,
|
to
|
Cash
|
cash
|
August 31,
|
to
|
Cash
|
cash
|
August 31,
|
to
|
Cash
|
cash
|
August 31,
|
|||||||||||||||||||||||||||||||||||||
|
2007
|
Expense
|
Paid
|
Amounts
|
2008
|
Expense
|
Paid
|
Amounts
|
2009
|
Expense
|
Paid
|
Amounts
|
2010
|
|||||||||||||||||||||||||||||||||||||
|
Lease obligations
|
$
|
3,226
|
(1)
|
$
|
605
|
(2)
|
$
|
(154
|
)
|
$
|
—
|
$
|
3,677
|
(3)
|
|
$
|
39
|
$
|
(3,716
|
)
|
$
|
—
|
$
|
—
|
(4)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
|
Asset impairment
|
—
|
449
|
—
|
(449
|
)
|
—
|
169
|
—
|
(169
|
)
|
—
|
18
|
—
|
(18
|
)
|
—
|
|||||||||||||||||||||||||||||||||
|
Sale of land & building
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
|
Other associated costs
|
—
|
88
|
(88
|
)
|
—
|
—
|
(457
|
)
|
457
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||
|
Total
|
$
|
3,226
|
$
|
1,142
|
$
|
(242
|
)
|
$
|
(449
|
)
|
$
|
3,677
|
$
|
(249
|
)
|
$
|
(3,259
|
)
|
$
|
(169
|
)
|
$
|
—
|
$
|
18
|
$
|
—
|
$
|
(18
|
)
|
$
|
—
|
|||||||||||||||||
|
(1)
|
Amount includes $3.1 million of accrued closure costs and $154,000 of short-term lease obligations (included within other accrued expenses) on the consolidated balance sheet as of August 31, 2007.
|
|
(2)
|
Amount of additional lease obligations due to increase in rent for the closed warehouse club in Guatemala.
|
|
(3)
|
Amount includes $3.5 million of accrued closure costs and $188,000 of short-term lease obligations (included within other accrued expenses) on the consolidated balance sheet as of August 31, 2008.
|
|
(4)
|
The Company finalized an agreement on June 3, 2009 to transfer all rights and obligations as landlord for the property where the former Guatemala Plaza warehouse club was located. The lease liability as of May 31, 2009 was approximately $3.8 million. Cash paid for lease buy out was $3.1 million and gain on the lease buy out was recorded for approximately $651,000.
|
|
(1)
|
Hacienda Santa Anita is a locally based business related to J.B Enterprises (a Panamanian business entity). On September 29, 2008, the Company entered into a joint venture with J.B. Enterprises, known as Plaza Price Alajuela, to jointly own and operate a commercial retail center adjacent to the Alajuela warehouse club, with each owning a 50% interest in the joint venture.
|
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
United States
|
$ | 17,390 | $ | 4,539 | $ | 5,680 | ||||||
|
Foreign
|
$ | 54,850 | $ | 51,163 | $ | 42,148 | ||||||
|
Income from continuing operations before provision for income taxes and loss of unconsolidated affiliates
|
$ | 72,240 | $ | 55,702 | $ | 47,828 | ||||||
|
Years Ended August 31,
|
||||||||||
|
2010
|
2009
|
2008
|
||||||||
|
Current:
|
||||||||||
|
U.S.
|
$
|
3,540
|
$
|
(659
|
)
|
$
|
642
|
|||
|
Foreign
|
$
|
15,054
|
$
|
14,650
|
$
|
14,818
|
||||
|
Total
|
$
|
18,594
|
13,991
|
15,460
|
||||||
|
Deferred:
|
||||||||||
|
U.S.
|
$
|
2,973
|
|
$
|
1,001
|
$
|
11,595
|
|||
|
Foreign
|
$
|
1,870
|
$
|
951
|
$
|
751
|
||||
|
Valuation allowance (U.S.)
|
$
|
—
|
$
|
—
|
$
|
(12,587
|
)
|
|||
|
Valuation allowance (Foreign)
|
$
|
(650
|
)
|
$
|
(2,874
|
)
|
$
|
(6,095
|
)
|
|
|
Total
|
$
|
4,193
|
$
|
(922
|
)
|
$
|
(6,336
|
)
|
||
|
Provision for income taxes
|
$
|
22,787
|
$
|
13,069
|
$
|
9,124
|
||||
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Federal tax provision at statutory rates
|
34.00
|
%
|
34.00
|
%
|
34.00
|
%
|
||||||
|
State taxes, net of federal benefit
|
0.47
|
0.11
|
0.19
|
|||||||||
|
Differences in foreign tax rates
|
(3.39
|
) |
(7.03
|
)
|
2.85
|
|||||||
|
Permanent items and other adjustments
|
1.36
|
|
1.54
|
(4.80
|
)
|
|||||||
|
Decrease in U.S valuation allowance
|
—
|
—
|
(0.42
|
)
|
||||||||
|
Decrease in Foreign valuation allowance
|
(0.90
|
)
|
(5.16
|
)
|
(12.74
|
)
|
||||||
|
Provision for income taxes
|
31.54
|
%
|
23.46
|
%
|
19.08
|
%
|
||||||
|
August 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Deferred tax assets:
|
||||||||
|
U.S. net operating loss carryforward
|
$ | 9,688 | $ | 10,437 | ||||
|
U.S. capital loss carryforward
|
7,442 | 7,442 | ||||||
|
U.S. timing differences and AMT credits
|
(1,337 | ) | (732 | ) | ||||
|
Deferred compensation
|
921 | 1,258 | ||||||
|
Foreign tax credits
|
4,944 | 5,859 | ||||||
|
Foreign deferred taxes
|
14,264 | 15,414 | ||||||
|
Total deferred tax assets
|
35,922 | 39,678 | ||||||
|
U.S. valuation allowance
|
(8,350 | ) | (8,350 | ) | ||||
|
Foreign valuation allowance
|
(7,296 | ) | (7,772 | ) | ||||
|
Net deferred tax assets
|
$ | 20,276 | $ | 23,556 | ||||
|
August 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Balance at beginning of fiscal year
|
$ | 13,851 | $ | 15,236 | ||||
|
Additions based on tax positions related to the current year
|
429 | 564 | ||||||
|
Reductions for tax positions of prior years
|
(166 | ) | (600 | ) | ||||
|
Settlements
|
(21 | ) | (448 | ) | ||||
|
Expiration of the statute of limitations for the assessment of taxes
|
(478 | ) | (901 | ) | ||||
|
Balance at end of fiscal year
|
$ | 13,615 | $ | 13,851 | ||||
|
Tax Jurisdiction
|
Fiscal Years Subject to Audit
|
|
|
U.S. federal
|
1995 through 2001 and 2003 through 2010
|
|
|
California (U.S.)
|
2000 through 2001 and 2004 through 2010
|
|
|
Florida(U.S.)
|
2000 through 2001 and 2003 through 2010
|
|
|
Aruba
|
2002 to the present
|
|
|
Barbados
|
2002 to the present
|
|
|
Costa Rica
|
2007 to the present
|
|
|
Dominican Republic
|
2006 to the present
|
|
|
El Salvador
|
2007 to the present
|
|
|
Guatemala
|
2006 to the present
|
|
|
Honduras
|
2005 to the present
|
|
|
Jamaica
|
2004 to the present
|
|
|
Mexico
|
2006 to the present
|
|
|
Nicaragua
|
2006 to the present
|
|
|
Panama
|
2007 to the present
|
|
|
Trinidad
|
2003 to the present
|
|
|
U.S. Virgin Islands
|
2001 to the present
|
|
|
Colombia
|
2009 to the present
|
|
August 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Note due July 2017, 9.0% fixed rate
|
$
|
5,858
|
$
|
6,552
|
||||
|
Note due November 2017, (six-month LIBOR + 1.5%) 2.12% current Rate
(4)
|
3,375
|
3,825
|
||||||
|
Note due November 2017, (BB Prime rate – 2%) 5.85% current rate
|
3,334
|
3,780
|
||||||
|
Note due September 2014, 5.5% fixed rate
(1) (3)
|
7,267
|
—
|
||||||
|
Note due August 2018, (1 year LIBOR + 2.75%) 3.62% current rate
(4)
|
7,200
|
8,100
|
||||||
|
Note due February 2016, 6.71% fixed rate
(1)
|
8,075
|
9,025
|
||||||
|
Note due August 2014, 5.5% fixed rate
(1) (3)
|
9,000
|
10,000
|
||||||
|
Note due January 2015, 5.5% of fixed rate
(1) (3)
|
5,650
|
—
|
||||||
|
Note due March 2015, (Variable interest of 11.25%, to be periodically reviewed)11.25% current rate
(2)
|
5,511
|
—
|
||||||
|
Note due August 2015, (Yr-1 5.0% Fixed rate, Yrs 2-3 5.5% Fixed rate and Yrs 4-5 Prime rate + 2.5%) 5.0% current rate
(1)
|
5,000
|
—
|
||||||
|
Note due September 2011, ($475,000 three year, zero interest, discounted loan)
|
450
|
428
|
||||||
|
Total long-term debt
|
60,720
|
41,710
|
||||||
|
Less: current portion
|
7,715
|
4,590
|
||||||
|
Long-term debt, net of current portion
|
$
|
53,005
|
$
|
37,120
|
||||
|
(1)
|
Loan contains a balloon payment due at the end of the loan term.
|
|
(2)
|
On March 16, 2010, as collateral for this loan, the Company’s Honduras subsidiary entered into an agreement with Banco Del Pais to open and maintain a certificate of deposit for $6.0 million with an initial interest rate of 3.88%. The certificate of deposit is automatically renewable by Banco Del Pais on an annual basis for the net amortized outstanding balance on the loan obtained on March 16, 2010 for the loan term.
|
|
(3)
|
As of July 1, 2010, the interest on these loans was amended from a variable rate to a fixed rate of 5.5%.
|
|
(4)
|
The Company has entered into an interest rate swap agreement to eliminate the changes (variability) of the interest payments. (See Note 14 - Interest Rate Swaps).
|
|
Years Ended August 31,
|
Amount
|
|||
|
2011
|
$
|
7,715
|
||
|
2012
|
8,165
|
|||
|
2013
|
7,715
|
|||
|
2014
|
12,715
|
|||
|
2015
|
14,630
|
|||
|
Thereafter
|
9,780
|
|||
|
Total
|
$
|
60,720
|
||
|
Approximate
|
Remaining
|
||||||||||
|
Square
|
Current Lease
|
Option(s)
|
|||||||||
|
Location
(1)
|
Facility Type
|
Date Opened
|
Footage
|
Expiration Date
|
to Extend
|
||||||
|
Via Brazil, Panama
|
Warehouse Club
|
December 4, 1997
|
68,696
|
October 31, 2026
|
10 years
|
||||||
|
Miraflores, Guatemala
|
Warehouse Club
|
April 8, 1999
|
66,059
|
December 31, 2020
|
5 years
|
||||||
|
Pradera, Guatemala
|
Warehouse Club
|
May 29, 2001
|
48,438
|
May 28, 2021
|
none
|
||||||
|
Tegucigalpa, Honduras
|
Warehouse Club
|
May 31, 2000
|
64,735
|
May 30, 2020
|
none
|
||||||
|
Oranjestad, Aruba
|
Warehouse Club
|
March 23, 2001
|
64,627
|
March 23, 2021
|
10 years
|
||||||
|
Port of Spain, Trinidad
|
Warehouse Club
|
December 5, 2001
|
54,046
|
July 5, 2031
|
none
|
||||||
|
St. Thomas, U.S.V.I.
|
Warehouse Club
|
May 4, 2001
|
54,046
|
February 28, 2020
|
10 years
|
||||||
|
Barbados
|
Storage Facility
|
May 5, 2006
|
4,800
|
May 31, 2011
|
1 year
|
||||||
|
Chaguanas, Trinidad
|
Employee Parking
|
May 1, 2009
|
4,944
|
April 30, 2024
|
none
|
||||||
|
Chaguanas, Trinidad
|
Container Parking
|
April 1, 2010
|
65,340
|
March 31, 2015
|
none
|
||||||
|
Santo Domingo, Dominican Republic
|
Central Offices
|
June 1, 2010
|
2,002
|
May 31, 2015
|
1 year
|
||||||
|
San Diego, CA
(2)
|
Corporate Headquarters
|
April 1, 2004
|
35,000
|
August 31, 2015
|
5 years
|
||||||
|
Miami, FL
(3)
|
Distribution Facility
|
March 1, 2008
|
274,652
|
July 31, 2021
|
10 years
|
||||||
|
Miami, FL
|
Distribution Facility
|
September 1, 2001
|
36,575
|
February 28, 2011
|
none
|
||||||
|
(1)
|
The former club located in Guam is not included; this warehouse club was closed in fiscal year 2004. The land and building are currently subleased to a third-party.
|
|
(2)
|
The Company negotiated a lease extension commencing on April 1, 2010 for a total of 65 months ending on August 31, 2015 for its corporate headquarters site.
|
|
(3)
|
The Company renegotiated its existing lease for its primary distribution center in Miami, extending the term and adding approximately 74,000 square feet of warehouse space adjacent to this facility following related construction activities expected to be completed by the second half of fiscal 2011.
|
|
Years ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Minimum rental payments
|
$
|
6,847
|
$
|
6,661
|
$
|
5,587
|
||||||
|
Deferred rent accruals
|
438
|
272
|
757
|
|||||||||
|
Total straight line rent expense
|
7,285
|
6,933
|
6,344
|
|||||||||
|
Contingent rental payments
|
1,561
|
1,345
|
2,148
|
|||||||||
|
Rental expense
|
$
|
8,846
|
$
|
8,278
|
$
|
8,492
|
||||||
|
Periods Ended August 31,
|
Open
Locations
(1)
|
|||
|
2011
|
$
|
6,366
|
||
|
2012
|
6,531
|
|||
|
2013
|
6,690
|
|||
|
2014
|
6,769
|
|||
|
2015
|
6,831
|
|||
|
Thereafter
|
49,516
|
|||
|
Total
(2)
|
$
|
82,703
|
||
|
(1)
|
Operating lease obligations have been reduced by approximately $479,000 to reflect sub-lease income.
|
|
(2)
|
The total excludes payments for the discontinued operations in Guam. The projected minimum payments excluded for Guam are approximately $980,000; however, sublease income for this location is projected to be approximately $1.2 million, yielding no net projected obligation.
|
|
Years ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Minimum rental payments
|
$
|
2,413
|
$
|
2,271
|
$
|
2,234
|
||||||
|
Deferred rent accruals
|
184
|
350
|
(1)
|
—
|
||||||||
|
Total straight line rent income
|
2,597
|
2,621
|
2,234
|
|||||||||
|
Contingent rental payments
|
76
|
99
|
114
|
|||||||||
|
Common maintenance area income
|
51
|
11
|
32
|
|||||||||
|
Rental income
|
$
|
2,724
|
$
|
2,731
|
$
|
2,380
|
||||||
|
|
The Company recorded deferred rental income of $279,000 in the first quarter of fiscal year 2009 based on a revised calculation that did not affect subsequent quarters.
|
|
Periods ended August 31,
|
Amount
|
|||
|
2011
|
$
|
2,307
|
||
|
2012
|
1,729
|
|||
|
2013
|
1,590
|
|||
|
2014
|
1,566
|
|||
|
2015
|
1,546
|
|||
|
Thereafter
|
8,663
|
|||
|
Total
|
$
|
17,401
|
(1)
|
|
|
(1)
|
In fiscal 2010, the Company entered into a 10 year lease agreement with an option to purchase the vacated Los Pueblos site. The Company will record rent from this lease as rental income. The future minimum rental income includes this item.
|
|
Income Statement Classification
|
Interest expense
on Borrowings
|
Loss
on Swaps
|
Interest expense
|
|||||||
|
Interest expense for the year ended August 31, 2010
|
$
|
446
|
$
|
293
|
$
|
739
|
||||
|
Interest expense for the year ended August 31, 2009
|
$
|
675
|
$
|
144
|
$
|
780
|
||||
|
Floating Rate Payer (Swap Counterparty)
|
Notional Amount as of
August 31, 2010
|
Notional Amount as of
August 31, 2009
|
||||
|
RBTT
|
$
|
7,200
|
$
|
8,100
|
||
|
Citibank N.A.
|
$
|
3,375
|
$
|
3,825
|
||
|
Total
|
$
|
10,575
|
$
|
11,925
|
||
|
Liability Derivatives
|
||||||||||
|
August 31, 2010
|
August 31, 2009
|
|||||||||
|
Derivatives designated as hedging instruments
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
||||||
|
Interest Rate Swaps
(1)
|
Other Accrued Expenses
|
$
|
767
|
Other Accrued Expenses
|
$
|
625
|
||||
|
Total derivatives designated as hedging instruments
(2)
|
$
|
767
|
$
|
625
|
||||||
|
(1)
|
The effective portion of the interest rate swaps was recorded as a loss to accumulated other comprehensive loss for $576,000 and $464,000, net of tax, as of August 31, 2010, and, 2009, respectively.
|
|
(2)
|
All derivatives were designated as hedging instruments.
|
|
Years Ended August 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Current assets
|
$
|
404
|
$
|
22
|
||||
|
Noncurrent assets
|
$
|
6,608
|
$
|
6,252
|
(1)
|
|||
|
Current liabilities
|
$
|
27
|
$
|
41
|
||||
|
Noncurrent liabilities
|
$
|
—
|
$
|
—
|
||||
|
(1)
|
Noncurrent assets for the period ended August 31, 2009 have been restated. The amount previously reported was $10.9 million. The change was a result of the joint venture, Golf Park Plaza, correcting its application of the International Financial Reporting Standards valuation of property, plant and equipment. This change did not have an impact on the Company's previously reported results of operations, financial position or cash flow prepared in accordance with U.S. GAAP.
|
|
Years Ended August 31,
|
||||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Net loss
|
$
|
(44
|
)
|
$
|
(41
|
)
|
$
|
—
|
||||
|
2010
|
2009
|
|||||||||||
|
Entity
|
Company’s Variable
Interest in Entity
|
Company’s Maximum
Exposure to
Loss in Entity
|
Company’s Variable
Interest in Entity
|
Company’s Maximum
Exposure to Loss in Entity
(2)
|
||||||||
|
GolfPark Plaza, S.A.
|
$
|
5,088
|
$
|
7,105
|
$
|
4,664
|
$
|
7,115
|
||||
|
Price Plaza Alajuela, S.A.
|
2,537
|
4,183
|
2,550
|
4,195
|
||||||||
|
Newco2
|
466
|
475
|
(1)
|
444
|
475
|
|||||||
|
Total
|
$
|
8,091
|
$
|
11,763
|
$
|
7,658
|
$
|
11,785
|
||||
|
(1)
|
The amount includes the imputed interest on the loan from Prico.
|
| (2) | The maximum exposure is determined by adding the Company's variable interest in the entity and any explicit or implicit arrangements that could require the Company to provide additional financial support. |
|
United
States
Operations
|
Latin
American
Operations
|
Caribbean
Operations
|
Reconciling Items
(1)
|
Total
|
|||||||||||||||||||
|
Year Ended August 31, 2010
|
|||||||||||||||||||||||
|
Revenues from external customers
|
$
|
4,199
|
$
|
856,994
|
$
|
534,698
|
$
|
—
|
$
|
1,395,891
|
|||||||||||||
|
Intersegment revenues
|
487,042
|
—
|
3,923
|
(490,965
|
)
|
—
|
|||||||||||||||||
|
Depreciation and amortization
|
(953
|
)
|
(8,341
|
)
|
(5,966
|
)
|
—
|
(15,260
|
)
|
||||||||||||||
|
Asset impairment and closure costs income
|
—
|
(12
|
)
|
(6
|
)
|
—
|
(18
|
)
|
|||||||||||||||
|
Operating income
|
16,243
|
41,967
|
16,683
|
—
|
74,893
|
||||||||||||||||||
|
Interest income from external sources
|
135
|
306
|
112
|
—
|
553
|
||||||||||||||||||
|
Interest income from intersegment sources
|
3,378
|
1,057
|
417
|
(4,852
|
)
|
—
|
|||||||||||||||||
|
Interest expense from external sources
|
(28
|
)
|
(2,288
|
)
|
(407
|
)
|
—
|
(2,723
|
)
|
||||||||||||||
|
Interest expense from intersegment sources
|
(120
|
)
|
(1,900
|
)
|
(2,832
|
)
|
4,852
|
—
|
|||||||||||||||
|
Income from continuing operations before taxes
|
19,607
|
38,760
|
13,719
|
—
|
72,086
|
||||||||||||||||||
|
Provision for income taxes
|
(6,742
|
)
|
(11,466
|
)
|
(4,579
|
)
|
—
|
(22,787
|
)
|
||||||||||||||
|
Net income attributable to PriceSmart
(2)
|
12,882
|
27,294
|
9,139
|
—
|
49,315
|
||||||||||||||||||
|
Assets of discontinued operations
|
692
|
—
|
—
|
—
|
692
|
||||||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
27,484
|
173,968
|
119,635
|
—
|
321,087
|
||||||||||||||||||
|
Goodwill
|
—
|
32,247
|
5,224
|
—
|
37,471
|
||||||||||||||||||
|
Identifiable assets
|
65,635
|
305,429
|
201,501
|
—
|
572,565
|
||||||||||||||||||
|
Year Ended August 31, 2009
|
|||||||||||||||||||||||
|
Revenues from external customers
|
$
|
3,740
|
$
|
741,133
|
$
|
506,755
|
$
|
—
|
$
|
1,251,628
|
|||||||||||||
|
Intersegment revenues
|
409,840
|
—
|
3,349
|
(413,189
|
)
|
—
|
|||||||||||||||||
|
Depreciation and amortization
|
(983
|
)
|
(7,830
|
)
|
(5,085
|
)
|
—
|
(13,898
|
)
|
||||||||||||||
|
Asset impairment and closure (costs) income
|
(99
|
)
|
212
|
136
|
—
|
249
|
|||||||||||||||||
|
Operating income
|
3,823
|
32,601
|
21,060
|
—
|
57,484
|
||||||||||||||||||
|
Interest income from external sources
|
148
|
186
|
123
|
—
|
457
|
||||||||||||||||||
|
Interest income from intersegment sources
|
3,769
|
824
|
—
|
(4,593
|
)
|
—
|
|||||||||||||||||
|
Interest expense from external sources
|
(29
|
)
|
(692
|
)
|
(979
|
)
|
—
|
(1,700
|
)
|
||||||||||||||
|
Interest expense from intersegment sources
|
(126
|
)
|
(2,778
|
)
|
(1,689
|
)
|
4,593
|
—
|
|||||||||||||||
|
Income from continuing operations before taxes
|
7,847
|
29,938
|
17,631
|
—
|
55,416
|
||||||||||||||||||
|
Provision for income taxes
|
(2,128
|
)
|
(9,059
|
)
|
(1,882
|
)
|
—
|
(13,069
|
)
|
||||||||||||||
|
Net income
|
5,690
|
20,879
|
15,750
|
—
|
42,319
|
||||||||||||||||||
|
Assets of discontinued operations
|
900
|
—
|
—
|
—
|
900
|
||||||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
27,309
|
159,607
|
94,737
|
—
|
281,653
|
||||||||||||||||||
|
Goodwill
|
—
|
32,394
|
5,144
|
—
|
37,538
|
||||||||||||||||||
|
Identifiable assets
|
43,544
|
277,481
|
166,348
|
—
|
487,373
|
||||||||||||||||||
|
Year Ended August 31, 2008
|
|||||||||||||||||||||||
|
Revenues from external customers
|
$
|
1,564
|
$
|
670,822
|
$
|
447,490
|
$
|
—
|
$
|
1,119,876
|
|||||||||||||
|
Intersegment revenues
|
381,000
|
—
|
2,494
|
(383,494
|
)
|
—
|
|||||||||||||||||
|
Depreciation and amortization
|
(806
|
)
|
(6,217
|
)
|
(4,347
|
)
|
—
|
(11,370
|
)
|
||||||||||||||
|
Asset impairment and closure (costs) income
|
—
|
(1,174
|
)
|
32
|
—
|
(1,142
|
)
|
||||||||||||||||
|
Operating income
|
3,730
|
28,667
|
16,029
|
—
|
48,426
|
||||||||||||||||||
|
Interest income from external sources
|
883
|
231
|
79
|
—
|
1,193
|
||||||||||||||||||
|
Interest income from intersegment sources
|
4,516
|
1,515
|
—
|
(6,031
|
)
|
—
|
|||||||||||||||||
|
Interest expense from external sources
|
11
|
(766
|
)
|
(690
|
)
|
—
|
(1,445
|
)
|
|||||||||||||||
|
Interest expense from intersegment sources
|
(75
|
)
|
(3,042
|
)
|
(2,914
|
)
|
6,031
|
—
|
|||||||||||||||
|
Income from continuing operations before taxes
|
8,965
|
26,234
|
12,145
|
—
|
47,334
|
||||||||||||||||||
|
Provision for income taxes
|
(470
|
)
|
(6,293
|
)
|
(2,361
|
)
|
—
|
(9,124
|
)
|
||||||||||||||
|
Net income
|
8,381
|
19,941
|
9,784
|
—
|
38,106
|
||||||||||||||||||
|
Assets of discontinued operations
|
1,247
|
—
|
—
|
—
|
1,247
|
||||||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
26,163
|
136,861
|
79,986
|
—
|
243,010
|
||||||||||||||||||
|
Goodwill
|
—
|
33,639
|
5,609
|
—
|
39,248
|
||||||||||||||||||
|
Identifiable assets
|
61,876
|
254,333
|
135,203
|
—
|
451,412
|
||||||||||||||||||
|
(1)
|
The reconciling items reflect the amount eliminated on consolidation of intersegment transactions.
|
||||||||||||||||||||||
|
(2)
|
The increase in net income for fiscal year 2010 for the United States Operations segment as compared to net income for fiscal years 2009 and 2008 is primarily due to the increase, beginning in fiscal year 2010, of the royalty rates charged by the United States to the Company's foreign subsidiaries with respect to licensing of trademarks and other intellectual property rights.
|
||||||||||||||||||||||
|
Fiscal Year 2010
|
Three Months Ended,
|
Year Ended
|
||||||||||||||||||
|
(in thousands, except per share data)
|
Nov. 30, 2009
|
Feb. 28, 2010
|
May 31, 2010
|
Aug. 31, 2010
|
Aug. 31, 2010
|
|||||||||||||||
|
Total net warehouse club and export sales
|
$
|
309,240
|
$
|
359,899
|
$
|
342,083
|
$
|
358,718
|
$
|
1,369,940
|
||||||||||
|
Total cost of goods sold
|
262,271
|
305,802
|
289,114
|
303,077
|
1,160,264
|
|||||||||||||||
|
Net income attributable to PriceSmart from continuing operations
|
10,368
|
13,662
|
12,028
|
13,242
|
49,299
|
|||||||||||||||
|
Discontinued operations, net of tax
|
9
|
35
|
(4
|
)
|
(24
|
)
|
16
|
|||||||||||||
|
Net income attributable to PriceSmart
|
10,377
|
13,697
|
12,024
|
13,217
|
49,315
|
|||||||||||||||
|
Basic income per share
|
$
|
0.35
|
$
|
0.46
|
$
|
0.40
|
$
|
0.45
|
$
|
1.66
|
||||||||||
|
Diluted income per share
|
$
|
0.35
|
$
|
0.46
|
$
|
0.40
|
$
|
0.44
|
$
|
1.65
|
||||||||||
|
Fiscal Year 2009
|
Three Months Ended,
|
Year Ended
|
||||||||||||||||||
|
(in thousands, except per share data)
|
Nov. 30, 2008
|
Feb. 28, 2009
|
May 31, 2009
|
Aug. 31, 2009
|
Aug. 31, 2009
|
|||||||||||||||
|
Total net warehouse club and export sales
|
$
|
299,354
|
$
|
329,145
|
$
|
300,609
|
$
|
298,902
|
$
|
1,228,010
|
||||||||||
|
Total cost of goods sold
|
255,226
|
280,854
|
256,822
|
255,137
|
1,048,039
|
|||||||||||||||
|
Net income attributable to PriceSmart from continuing operations
|
10,717
|
12,750
|
8,628
|
10,252
|
42,347
|
|||||||||||||||
|
Discontinued operations, net of tax
|
(19
|
)
|
(63
|
)
|
55
|
(1
|
)
|
(28
|
)
|
|||||||||||
|
Net income attributable to PriceSmart
|
10,698
|
12,687
|
8,683
|
10,251
|
42,319
|
|||||||||||||||
|
Basic income per share
(1)
|
$
|
0.36
|
$
|
0.43
|
$
|
0.29
|
$
|
0.35
|
$
|
1.43
|
||||||||||
|
Diluted income per share
(1)
|
$
|
0.36
|
$
|
0.43
|
$
|
0.29
|
$
|
0.34
|
$
|
1.43
|
||||||||||
|
(1)
|
Effective September 1, 2009, the Company adopted FASB guidance which addresses whether instruments granted in share-based payment transactions are participating securities and, therefore, have a potential dilutive effect on earnings per share (“EPS”). This guidance was applied retrospectively to all periods presented.
|
|
Dates
|
Stock Price
|
||||||||||
|
From
|
To
|
High
|
Low
|
||||||||
|
2010 CALENDAR QUARTERS
|
|||||||||||
|
First Quarter
|
9/1/09
|
11/30/09
|
$
|
19.98
|
$
|
17.75
|
|||||
|
Second Quarter
|
12/1/09
|
2/28/10
|
21.40
|
18.79
|
|||||||
|
Third Quarter
|
3/1/10
|
5/31/10
|
25.42
|
21.26
|
|||||||
|
Fourth Quarter
|
6/1/10
|
8/31/10
|
28.00
|
23.02
|
|||||||
|
2009 CALENDAR QUARTERS
|
|||||||||||
|
First Quarter
|
9/1/08
|
11/30/08
|
$
|
21.16
|
$
|
10.93
|
|||||
|
Second Quarter
|
12/1/08
|
2/28/09
|
20.82
|
11.09
|
|||||||
|
Third Quarter
|
3/1/09
|
5/31/09
|
20.94
|
15.50
|
|||||||
|
Fourth Quarter
|
6/1/09
|
8/31/09
|
18.66
|
14.43
|
|||||||
|
Period
|
(a)
Total Number of
Shares Purchased
|
(b)
Average Price
Paid Per Share
|
(c)
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs
|
(d)
Maximum Number
of Shares That May
Yet Be Purchased
Under the
Plans or Programs
|
||||||||||||
|
June
|
—
|
$
|
—
|
—
|
N/A
|
|||||||||||
|
July
|
1,701
|
26.78
|
—
|
N/A
|
||||||||||||
|
August
|
—
|
—
|
—
|
N/A
|
||||||||||||
|
Total
|
1,701
|
$
|
26.78
|
—
|
N/A
|
|||||||||||
|
Name
|
Position
|
Age
|
||||
|
Robert E. Price
|
Chairman of the Board
|
68
|
||||
|
Gonzalo Barrutieta
|
Director
|
44
|
||||
|
Katherine L. Hensley
|
Director
|
73
|
||||
|
Leon C. Janks
|
Director
|
61
|
||||
|
Lawrence B. Krause
|
Director
|
80
|
||||
|
Jose Luis Laparte
|
Director, Chief Executive Officer and President
|
44
|
||||
|
Keene Wolcott
|
Director
|
79
|
||||
|
Edgar Zurcher
|
Director
|
59
|
||||
|
Name
|
Position
|
Age
|
||||
|
Jose Luis Laparte
|
Chief Executive Officer and President
|
44
|
||||
|
John M. Heffner
|
Executive Vice President and Chief Financial Officer
|
56
|
||||
|
Robert M. Gans
|
Executive Vice President, Secretary and General Counsel
|
61
|
||||
|
William J. Naylon
|
Executive Vice President and Chief Operating Officer
|
48
|
||||
|
Thomas D. Martin
|
Executive Vice President – Merchandising
|
54
|
||||
|
Brud E. Drachman
|
Executive Vice President – Construction Management
|
55
|
||||
|
John D. Hildebrandt
|
Executive Vice President – Operations
|
52
|
||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|