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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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Number of Warehouse
Clubs in Operation
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|||||||||||||
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Country/Territory
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As of
August 31, 2011
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As of
August 31 2010
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Ownership (as of
August 31, 2011)
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Basis of
Presentation
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|||||||||
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Colombia
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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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Panama
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4
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4
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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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100
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%
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Consolidated
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||||||||
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Dominican Republic
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3
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2
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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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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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100
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%
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Consolidated
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||||||||
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Honduras
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2
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2
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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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4
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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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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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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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100
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%
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Consolidated
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||||||||
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Jamaica
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1
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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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Nicaragua
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1
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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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Totals
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29
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27
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|||||||||||
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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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||||||
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LATIN AMERICA
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||||||||
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Colombia
(1)
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1
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—
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||||||
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Panama
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3
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1
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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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Costa Rica
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5
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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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Honduras
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1
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1
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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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CARIBBEAN
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||||||||
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Dominican Republic
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3
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—
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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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Barbados
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1
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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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U.S. Virgin Islands
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—
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1
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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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Total
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22
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7
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||||||
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(1)
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In November 2010, the Company, through its Colombian subsidiary, acquired approximately 210,000 square feet of land in Barranquilla, Colombia for approximately 12.1 billion Colombian Pesos (the equivalent of approximately U.S. $6.5 million as of the acquisition date). The Company constructed a new membership warehouse club on this site, which opened on August 19, 2011
. During May 2011, the Company entered into an agreement to acquire land in north Cali, Colombia, which is currently subject to the fulfillment of certain conditions prior to March, 2012. In the event the conditions are timely fulfilled, the Company plans to acquire the site to construct and operate upon it a new warehouse club.
During July 2011, the Company also entered into an agreement to acquire land in south Cali, Colombia, which is currently subject to the fulfillment of certain conditions prior to January, 2012. In the event the conditions are timely fulfilled, the Company plans to also acquire this site to construct and operate upon it an additional new warehouse club. While it is currently unknown whether the north Cali conditions will be met in a timely manner, the Company currently anticipates that the south Cali site will be acquired by the Company in December 2011 and that a new warehouse club will open on that site in late calendar 2012.
The Company continues to explore other potential sites for future warehouse clubs in other major cities in Colombia. The initial warehouse club sales and membership sign-ups experienced with the opening of the Barranquilla warehouse club has reinforced the Company’s belief that Colombia could be a market for multiple PriceSmart warehouse clubs.
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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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||||||
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Location
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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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|||
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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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|||
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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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|||
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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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|||
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Tegucigalpa, Honduras
(1)
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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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|||
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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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|||
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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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|||
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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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|||
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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, 2013
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1 year
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|||
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Chaguanas, Trinidad
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Employee Parking
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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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|||
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Chaguanas, Trinidad
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Container Parking
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April 1, 2010
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65,340
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March 31, 2015
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none
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|||
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Santo Domingo, Dominican Republic
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Central Offices
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June 1, 2010
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2,002
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May 31, 2015
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1 year
|
|||
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Bogota, Colombia
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Central Offices
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October 21, 2010
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4,100
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December 20, 2012
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none
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|||
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San Diego, CA
(2)
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Corporate Headquarters
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April 1, 2004
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39,225
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August 31, 2015
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5 years
|
|||
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Miami, FL
(3)
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Distribution Facility
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March 1, 2008
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274,652
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July 31, 2021
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10 years
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|||
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(1)
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On July 1, 2011, the Company added to its existing lease for the warehouse club located in Tegucigalpa, Honduras, approximately 29,760 square feet of parking space.
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(2)
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On April 27, 2011, the Company executed a second amendment to include an additional space of 4,325 square feet at its corporate headquarters.
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(3)
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On July 27, 2010, in order to consolidate Miami facilities, 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. During June 2011, the Company began to utilize this area to consolidate its dry, frozen and refrigerated merchandise distribution facilities.
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Exhibit
Number
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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)
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Amended and Restated Bylaws of the Company.
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3.5(34)
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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)**
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1997 Stock Option Plan of PriceSmart, Inc.
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10.2(a)(39)
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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(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)**
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Employment Agreement between Price Enterprises, Inc. and Robert M. Gans, dated September 20, 1994.
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10.3(b)(4)**
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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.
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10.3(e)(6)**
|
Sixth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of November 22, 1999.
|
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10.3(f)(6)**
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Seventh Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of July 18, 2000.
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10.3(g)(7)**
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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.
|
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10.3(i)(8)**
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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)**
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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)**
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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)**
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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.
|
|
10.3(o)(42)**
|
Fifteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of March 1, 2006.
|
|
10.3(p)(47)**
|
Sixteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of September 25, 2006.
|
|
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.
|
|
10.3(s)(48)**
|
Nineteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of January 1, 2008.
|
|
10.3(t)(51)**
|
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)**
|
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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10.3(y)(60)**
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Twenty Fifth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of October 6, 2010.
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10.3(z)(61)**
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Twenty Sixth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of January 10, 2011.
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10.3(aa)(62)**
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Twenty Seventh Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of April 1, 2011.
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10.4(a)(61)**
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Employment Agreement between the Company and John M. Heffner, dated January 31, 2011.
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10.4(b)(62)**
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First Amendment to Employment Agreement between the Company and John M. Heffner, dated April 1, 2011.
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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)**
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Amendment of Employment Agreement between the Company and Thomas Martin dated October 16, 2001.
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10.8(g)(14)**
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Fifth Amendment of Employment Agreement between the Company and Thomas Martin, dated January 16, 2002.
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10.8(h)(10)**
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Sixth Amendment of Employment Agreement between the Company and Thomas Martin, dated January 22, 2003.
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10.8(i)(34)**
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Seventh Amendment to Employment Agreement between the Company and Thomas Martin, dated March 15, 2004.
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10.8(j)(38)**
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Eighth Amendment to Employment Agreement between the Company and Thomas Martin, dated March 3, 2005.
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10.8(k)(42)**
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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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10.8(v)(61)**
|
Twentieth Amendment to Employment Agreement between the Company and Thomas Martin dated January 10, 2011.
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10.8(w)(62)**
|
Twenty-First Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2011.
|
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10.8(x)(62)**
|
Twenty-Second Amendment to Employment Agreement between the Company and Thomas Martin dated April 1, 2011.
|
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10.9(19)**
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1998 Equity Participation Plan of PriceSmart, Inc.
|
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10.10(a)(52)
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Letter Agreement between RBTT Bank Ltd. and PriceSmart (Trinidad) Limited dated November 20, 2008.
|
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10.10(b)(56)
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Line of Credit Agreement between PriceSmart and Bacbamer dated October 14, 2009.
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10.11(52)
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Shareholders’ Agreement between Pricsmarlandco, S.A. and JB Enterprises Inc. dated September 29, 2008.
|
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10.12(52)
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Shareholder Agreement between Fundacion Tempus Fugit and PriceSmart Panama, S.A. dated September 24, 2008.
|
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10.13(18)
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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.
|
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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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10.29(l)(61)**
|
Eleventh Amendment to Employment Agreement between the Company and William Naylon, dated as of January 10,
2011
.
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10.29(m)(62)**
|
Twelfth Amendment to Employment Agreement between the Company and William Naylon, dated as of April 1, 2011.
|
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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.
|
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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.
|
|
10.30(s)(61)**
|
Seventeenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 10, 2011.
|
|
10.30(t)(62)**
|
Eighteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2011.
|
|
10.30(u)(62)**
|
Nineteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated April 1, 2011.
|
|
10.33(22)**
|
2001 Equity Participation Plan of PriceSmart, Inc.
|
|
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.
|
|
10.44(t)(61)**
|
Eighteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 10, 2011.
|
|
10.44(u)(62)**
|
Nineteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2011.
|
|
10.44(v)(62)**
|
Twentieth Amendment to Employment Agreement between the Company and Brud Drachman, dated April 1, 2011.
|
|
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.
|
|
10.54(o)*
|
Fourteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of July 15, 2010.
|
|
10.54(p)(60)**
|
Fifteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 6, 2010.
|
|
10.54(q)(61)**
|
Sixteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 10, 2011.
|
|
10.54(r)(62)**
|
Seventeenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of April 1, 2011.
|
|
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)(59)
|
Commercial Mortgage Loan Agreement dated August 31, 2010 between PriceSmart Panama, S.A. and Metrobank, S.A.
|
|
10.71(i)(60)
|
Loan Agreement between PriceSmart Colombia, S.A.S. and Citibank, N.A., dated as of November 1, 2010.
|
|
10.71(j)(60)
|
Deposit Agreement between PriceSmart, Inc. and Citibank, N.A., New York, dated as of November 24, 2010.
|
|
10.71(k)(60)
|
Purchase Agreement between PriceSmart Colombia S.A.S. and Cementos Argos S.A., dated as of May 16, 2010.
|
|
10.71(l)(60)
|
Addenda No. 1 to Purchase Agreement between PriceSmart Colombia S.A.S. and Cementos Argos S.A., dated as of July 26, 2010.
|
|
10.71(m)(60)**
|
Addenda No. 2 to Purchase Agreement between Colombia S.A.S. and Cementos Argos S.A., dated as of October 22, 2010.
|
|
10.71(n)(62)**
|
Loan Agreement between PriceSmart Colombia, S.A.S. and Scotiabank & Trust (Cayman) Ltd., dated March 14, 2011.
|
|
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, 2011.
|
|
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.
|
|
(59)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2010 filed with the Commission on November 9, 2010.
|
|
(60)
|
Incorporated by reference to the Company’s Quarterly report on Form 10-Q for the quarter ended November 30, 2010 filed with the Commission on January 7, 2011.
|
|
(61)
|
Incorporated by reference to the Company’s Quarterly report on Form 10-Q for the quarter ended February 28, 2011 filed with the Commission on April 7, 2011.
|
|
(62)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 filed with the Commission on July 8, 2011.
|
|
1)
|
Schedule II – Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended August 31, 2011.
|
|
Balance at
Beginning
of Period
|
Charged to
Costs and
Expenses
|
Deductions
|
Balance at
End of
Period
|
||||||||||
|
Allowance for doubtful accounts:
|
|||||||||||||
|
Year ended August 31, 2009
|
$
|
11
|
$
|
44
|
$
|
(45
|
)
|
$
|
10
|
||||
|
Year ended August 31, 2010
|
$
|
10
|
$
|
46
|
$
|
(41
|
)
|
$
|
15
|
||||
|
Year ended August 31, 2011
|
$
|
15
|
$
|
(12
|
)
|
$
|
2
|
$
|
5
|
||||
|
Dated: November 9, 2011
|
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, 2011
|
|
Jose Luis Laparte
|
and President
|
|
|
(Principal Executive Officer)
|
||
|
/s/ JOHN M. HEFFNER
|
Executive Vice President and Chief
|
November 9, 2011
|
|
John M. Heffner
|
Financial Officer
|
|
|
(Principal Financial Officer and
|
||
|
Principal Accounting Officer)
|
||
|
/s/ ROBERT E. PRICE
|
Chairman of the Board
|
November 9, 2011
|
|
Robert E. Price
|
||
|
|
Director
|
November 9, 2011
|
|
Gonzalo Barrutieta
|
||
|
/s/ KATHERINE L. HENSLEY
|
Director
|
November 9, 2011
|
|
Katherine L. Hensley
|
||
|
/s/ LEON C. JANKS
|
Director
|
November 9, 2011
|
|
Leon C. Janks
|
||
|
/s/ LAWRENCE B. KRAUSE
|
Director
|
November 9, 2011
|
|
Lawrence B. Krause
|
||
|
/s/ KEENE WOLCOTT
|
Director
|
November 9, 2011
|
|
Keene Wolcott
|
||
|
|
Director
|
November 9, 2011
|
|
Edgar Zurcher
|
|
Page
|
|
|
Years Ended August 31,
|
|||||||||||||||||||
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||||||||||
|
(in thousands, except income (loss) per common share)
|
|||||||||||||||||||
|
OPERATING RESULTS DATA:
|
|||||||||||||||||||
|
Net warehouse club sales
|
$
|
1,675,247
|
$
|
1,365,801
|
$
|
1,224,331
|
$
|
1,097,510
|
$
|
869,102
|
|||||||||
|
Export sales
|
8,831
|
4,139
|
3,679
|
1,498
|
1,016
|
||||||||||||||
|
Membership income
|
22,817
|
19,742
|
17,903
|
16,042
|
13,857
|
||||||||||||||
|
Other income
|
7,352
|
6,209
|
5,715
|
4,826
|
4,826
|
||||||||||||||
|
Total revenues
|
1,714,247
|
1,395,891
|
1,251,628
|
1,119,876
|
888,801
|
||||||||||||||
|
Total cost of goods sold
|
1,430,704
|
1,160,264
|
1,048,039
|
933,714
|
738,279
|
||||||||||||||
|
Total selling, general and administrative
|
191,255
|
159,593
|
145,839
|
134,214
|
115,123
|
||||||||||||||
|
Preopening expenses
|
1,408
|
1,123
|
515
|
1,010
|
373
|
||||||||||||||
|
Asset impairment and closure costs (gains)
|
—
|
18
|
(249
|
)
|
1,142
|
1,550
|
|||||||||||||
|
Provision for settlement of pending litigation
|
—
|
—
|
—
|
1,370
|
5,500
|
||||||||||||||
|
Operating income
|
90,880
|
74,893
|
57,484
|
48,426
|
27,976
|
||||||||||||||
|
Total other income (expense)
(1)
|
(1,524
|
)
|
(2,653
|
)
|
(1,782
|
)
|
(598
|
)
|
523
|
||||||||||
|
Income from continuing operations before provision for income taxes, losses of unconsolidated affiliates and net income attributable to noncontrolling interests
|
89,356
|
72,240
|
55,702
|
47,828
|
28,499
|
||||||||||||||
|
Provision for income taxes
|
(27,468
|
)
|
(22,787
|
)
|
(13,069
|
)
|
(9,124
|
)
|
(12,337
|
)
|
|||||||||
|
Losses of unconsolidated affiliates
(2)
|
(52
|
)
|
(22
|
)
|
(21
|
)
|
—
|
(2,903
|
)
|
||||||||||
|
Net income attributable to noncontrolling interests
|
—
|
(132
|
)
|
(265
|
)
|
(494
|
)
|
(476
|
)
|
||||||||||
|
Net income from continuing operations attributable to PriceSmart
|
61,836
|
49,299
|
42,347
|
38,210
|
12,783
|
||||||||||||||
|
Discontinued operations income (loss), net of tax
|
(86
|
)
|
16
|
(28
|
)
|
(104
|
)
|
143
|
|||||||||||
|
Net income attributable to PriceSmart
|
$
|
61,750
|
$
|
49,315
|
$
|
42,319
|
$
|
38,106
|
$
|
12,926
|
|||||||||
|
INCOME PER COMMON SHARE -BASIC:
(3)
|
|||||||||||||||||||
|
Income from continuing operations attributable to PriceSmart
|
$ |
2.07
|
$
|
1.66
|
$
|
1.43
|
$
|
1.30
|
$
|
0.44
|
|||||||||
|
Discontinued operations, net of tax
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
0.01
|
|||||||||
|
Basic net income per common share attributable to PriceSmart
|
$
|
2.07
|
$
|
1.66
|
$
|
1.43
|
$
|
1.30
|
$
|
0.45
|
|||||||||
|
INCOME PER COMMON SHARE -DILUTED:
(3)
|
|||||||||||||||||||
|
Income from continuing operations attributable to PriceSmart
|
$ |
2.07
|
$
|
1.65
|
$
|
1.43
|
$
|
1.29
|
$
|
0.44
|
|||||||||
|
Discontinued operations, net of tax
|
$ |
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
0.01
|
|||||||||
|
Diluted net income per common share attributable to PriceSmart
|
$
|
2.07
|
$
|
1.65
|
$
|
1.43
|
$
|
1.29
|
$
|
0.45
|
|||||||||
|
Weighted average common shares - basic
|
29,441
|
29,254
|
28,959
|
28,860
|
28,534
|
||||||||||||||
|
Weighted average common shares - diluted
|
29,450
|
29,279
|
29,057
|
28,996
|
28,685
|
||||||||||||||
|
As of August 31,
|
|||||||||||||||||||
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||
|
BALANCE SHEET DATA:
|
|||||||||||||||||||
|
Cash and cash equivalents
|
$
|
76,817
|
$
|
73,346
|
$
|
44,193
|
$
|
48,121
|
$
|
32,065
|
|||||||||
|
Short-term restricted cash
|
1,240
|
1,240
|
10
|
536
|
8,046
|
||||||||||||||
|
Total assets
|
664,328
|
572,565
|
487,373
|
451,412
|
395,419
|
||||||||||||||
|
Long-term debt
(4)
|
60,451
|
53,005
|
37,120
|
23,028
|
8,008
|
||||||||||||||
|
Total PriceSmart stockholders’ equity
|
375,838
|
336,043
|
300,398
|
274,506
|
245,316
|
||||||||||||||
|
Dividends paid on common stock
(5)
|
$ |
17,934
|
$ |
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 (fiscal year 2010), 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. The prior method resulted in diluted income per share from continuing operations attributable to PriceSmart, Inc. of $1.45, $1.30 and $0.44 for the fiscal years 2009, 2008 and 2007 respectively.
|
|
(4)
|
Long-term debt, net of current portion.
|
|
(5)
|
On January 19, 2011, 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, 2011)
|
Number of
Warehouse Clubs
in Operation (as of
August 31, 2010)
|
Ownership (as of
August 31, 2011)
|
Basis of
Presentation
|
|||||||||
|
Colombia
|
1
|
—
|
100
|
%
|
Consolidated
|
||||||||
|
Panama
|
4
|
4
|
100
|
%
|
Consolidated
|
||||||||
|
Costa Rica
|
5
|
5
|
100
|
%
|
Consolidated
|
||||||||
|
Dominican Republic
|
3
|
2
|
100
|
%
|
Consolidated
|
||||||||
|
Guatemala
|
3
|
3
|
100
|
%
|
Consolidated
|
||||||||
|
El Salvador
|
2
|
2
|
100
|
%
|
Consolidated
|
||||||||
|
Honduras
|
2
|
2
|
100
|
%
|
Consolidated
|
||||||||
|
Trinidad
|
4
|
4
|
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
|
29
|
27
|
|||||||||||
|
·
|
Net warehouse club sales increased 22.1% over the same quarter in the prior year, resulting from a 19.3% increase in comparable warehouse club sales (for the 13 weeks ending September 4, 2011) and the addition of two new warehouse clubs: Santo Domingo, Dominican Republic (November 5, 2010) and Barranquilla, Colombia (August 19, 2011).
|
|
·
|
The Company opened its 29
th
warehouse club and first in Colombia on August 19, 2011. Warehouse sales for the 13 days in the quarter and fiscal year contributed 77 basis points of growth in the quarter.
|
|
·
|
Gross profits (net warehouse club sales less associated cost of goods sold) were $64.6 million (14.8% of sales) compared to $55.5 million (15.6% of sales). The increase in gross profits and decrease in gross margin percentage are consistent with the Company's strategy of lowering prices to enhance value to members and increase sales.
|
|
·
|
Selling, general and administrative expenses, including preopening expenses, grew 26.6% to $53.8 million (12.3% of net warehouse sales) from $42.5 million (11.9% of net warehouse sales) from the same period last year. The cost associated with Colombia, including the infrastructure established within the country, the pre-opening expenses for the warehouse club, and the initial costs to operate the warehouse club, added $2.1 million in operating expenses (0.5% of net warehouse sales) in the quarter. Additionally, the Company recorded a charge in the current quarter to increase depreciation expense by $2.5 million in connection with the correction of an error from prior periods associated with the translation of depreciation expense from foreign currencies into U.S. dollars. (See Notes to Consolidated Financial Statements - Note 1 - Company Overview and Basis of Presentation).
|
|
·
|
Provision for income taxes was $5.4 million for a tax rate of 29.9% of pre-tax income. The rate in the current quarter was positively impacted by a decrease of $3.1 million in the quarter resulting from a correction of an error identified in the Company's reconciliation of net deferred tax assets associated with operating and capital loss carry-forwards to its tax returns (see Notes to Consolidated Financial Statements - Note 1 - Company Overview and Basis of Presentation). Without this one-time benefit, the tax rate would have been 47.2% of pre-tax income compared to 30.7% of pre-tax income in the fourth quarter of fiscal year 2010 and a tax rate for the previous nine month period of 31.0%. The higher rate in the current period (net of the $3.1 milion correction) resulted from (i) a $516,000 undistributed profits tax in Panama for accumulated retained earnings that the Company is not planning to repatriate to the U.S.; (ii) a $217,000 non-cash write-off a deferred tax asset associated with the sale of the Company’s Los Pueblos, Panama, warehouse club site, the gain of which was recognized in the third quarter of fiscal year 2011; (iii) uncertain tax positions of approximately $400,000; and (iv) a taxable loss incurred in the Company’s new Colombia entity associated with start-up costs and investment for which it did not recognize a tax benefit. A full valuation allowance was recorded against the future tax benefit of those losses at this time.
|
|
·
|
Net income for the quarter was $12.6 million, or $0.42 per diluted share, compared to $13.2 million, or $0.44 per diluted share, in the fourth quarter of fiscal year 2010.
|
|
·
|
Net warehouse club sales increased 22.7% over the prior year, resulting from a 18.1% increase in comparable warehouse club sales (through the 52 weeks ending September 4, 2011) and the partial year effect of three new warehouse clubs: San Fernando, Trinidad (April 30, 2010), Santo Domingo, Dominican Republic (November 5, 2010) and Barranquilla, Colombia (August 19, 2011).
|
|
·
|
Membership income for fiscal year 2011 increased 15.6% to $22.8 million as the number of membership accounts grew to 832,500 and the 12-month renewal rate improved to 88% in fiscal year 2011 from 86% in fiscal year 2010.
|
|
·
|
Gross profits (net warehouse club sales less associated cost of goods sold) increased 20.8% over the prior year.
|
|
·
|
Selling, general and administrative expenses improved 27 basis points of net warehouse sales compared to the same twelve-month period last year despite the partial-year incremental costs of three additional warehouse clubs in operation and expenses associated with the Colombia country headquarters. Additionally, the Company recorded a charge in the current year to increase depreciation expense by $2.3 million in connection with the correction of an error from prior periods associated with the translation of depreciation expense from foreign currencies into U.S. dollars from prior periods. (See Notes to Consolidated Financial Statements - Note 1 - Company Overview and Basis of Presentation).
|
|
·
|
Operating income for fiscal year 2011 was $90.9 million, an increase of 21.3% over fiscal year 2010.
|
|
·
|
Provision for income taxes was $27.5 million for a tax rate of 30.7% of pre-tax income. In the same period last year, the income tax provision was $22.8 million, or 31.5% of pre-tax income. The lower rate in the fiscal year is largely due to a decrease of $3.1 million for the income tax provision resulting from the correction of an error identified in the Company's reconciliation of net deferred tax assets related to Net Operating and Capital Loss Carry-forwards to its tax returns (see Notes to Consolidated Financial Statements - Note 1 - Company of Overview and Basis of Presentation) offset by increases in the income tax provision for (i) an increase in U.S. statutory tax rate from 34% to 35%; (ii) a $516,000 undistributed profits tax in Panama for accumulated retained earnings that the Company is not planning to repatriate to the U.S.; (iii) in fiscal year 2011, the Company accrued $581,000 income tax liability for uncertain tax positions; and (iv) due to a charge to taxes due to a taxable loss incurred in the Company’s new Colombia entity for which it did not recognize a tax benefit. A full valuation allowance was recorded against the future tax benefit of losses generated by the Colombia operations which started in fiscal year 2010.
|
|
·
|
Net income attributable to PriceSmart for fiscal year 2011 was $61.8 million, or $2.07 per diluted share, compared to $49.3 million, or $1.65 per diluted share, in fiscal year 2010.
|
|
Fiscal Years Ended August 31,
|
||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||
|
Amount
|
% Change
|
Amount
|
% Change
|
Amount
|
||||||||||
|
Net warehouse club sales
|
$
|
1,675,247
|
22.7
|
%
|
$
|
1,365,801
|
11.6
|
% |
$
|
1,224,331
|
||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||||
|
Amount
|
% of net
revenue
|
Amount
|
% of net
revenue
|
Amount
|
% of net
revenue
|
||||||||||||||
|
Latin America
|
$
|
1,060,620
|
63.3
|
%
|
$
|
838,864
|
61.4
|
%
|
$
|
724,964
|
59.2
|
%
|
|||||||
|
Caribbean
|
614,627
|
36.7
|
%
|
526,937
|
38.6
|
%
|
499,367
|
40.8
|
%
|
||||||||||
|
Net warehouse club sales
|
$
|
1,675,247
|
100.0
|
%
|
$
|
1,365,801
|
100.0
|
%
|
$
|
1,224,331
|
100.0
|
%
|
|||||||
|
Fiscal Years Ended August 31,
|
||||||||||||
|
2011
|
2010
|
|||||||||||
|
Year-over-year increase
|
% change
|
Year-over-year increase
|
% change
|
|||||||||
|
Latin America
|
$
|
221,756
|
26.4
|
%
|
$
|
113,900
|
15.7
|
%
|
||||
|
Caribbean
|
87,690
|
16.6
|
%
|
27,570
|
5.5
|
%
|
||||||
|
Net warehouse club sales
|
$
|
309,446
|
22.7
|
%
|
$
|
141,470
|
11.6
|
%
|
||||
|
Fiscal Years Ended
August 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Sundries
(including health and beauty aids, tobacco, alcoholic beverages, soft drinks, cleaning and paper products and pet supplies)
|
26
|
%
|
27
|
%
|
27
|
%
|
||||||
|
Food
(including candy, snack foods, dry and fresh foods)
|
52
|
%
|
51
|
%
|
51
|
%
|
||||||
|
Hardlines
(including major appliances, small appliances, electronics, hardware, office supplies, garden and patio, sporting goods, business machines and automotive supplies)
|
14
|
%
|
14
|
%
|
14
|
%
|
||||||
|
Softlines
(including apparel, domestics, cameras, jewelry, housewares, media, toys and home furnishings)
|
6
|
%
|
6
|
%
|
6
|
%
|
||||||
|
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,
|
|||||||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||||||
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
|||||||||||||||
|
Export sales
|
$
|
8,831
|
4,692
|
113.4
|
%
|
$
|
4,139
|
$
|
460
|
12.5
|
%
|
$
|
3,679
|
||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||||||||
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
||||||||||||||||
|
Membership income
|
$
|
22,817
|
$
|
3,075
|
15.6
|
%
|
$
|
19,742
|
$
|
1,839
|
10.3
|
%
|
$
|
17,903
|
||||||||
|
Membership income % to net warehouse club sales
|
1.4
|
%
|
1.4
|
%
|
1.5
|
%
|
||||||||||||||||
|
Approximate number of total accounts
|
832,500
|
115,500
|
16.1
|
%
|
717,000
|
66,000
|
10.1
|
%
|
651,000
|
|||||||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||||||||
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
||||||||||||||||
|
Other Income
|
$
|
7,352
|
$
|
1,143
|
18.4
|
%
|
$
|
6,209
|
$
|
494
|
8.6
|
%
|
$
|
5,715
|
||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||||||||||
|
Amount
|
Increase from
prior year
|
% to sales
|
Amount
|
Increase from
prior year
|
% to sales
|
Amount
|
% to sales
|
|||||||||||||||||
|
Warehouse club sales
|
$
|
1,675,247
|
$
|
309,446
|
100.0
|
%
|
$
|
1,365,801
|
$
|
141,470
|
100.0
|
%
|
$
|
1,224,331
|
100.0
|
%
|
||||||||
|
Less associated cost of goods sold
|
1,422,332
|
265,958
|
84.9
|
1,156,374
|
111,819
|
84.7
|
1,044,555
|
85.3
|
||||||||||||||||
|
Warehouse gross profit margin
|
$
|
252,915
|
$
|
43,488
|
15.1
|
%
|
$
|
209,427
|
$
|
29,651
|
15.3
|
%
|
$
|
179,776
|
14.7
|
%
|
||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||||||||||
|
Amount
|
Increase from
prior year
|
% to sales
|
Amount
|
Increase from
prior year
|
% to sales
|
Amount
|
% to sales
|
|||||||||||||||||
|
Export sales
|
$
|
8,831
|
$
|
4,692
|
100.0
|
%
|
$
|
4,139
|
$
|
460
|
100.0
|
%
|
$
|
3,679
|
100.0
|
%
|
||||||||
|
Less associated cost of goods sold
|
8,372
|
4,482
|
94.8
|
3,890
|
406
|
94.0
|
3,484
|
94.7
|
||||||||||||||||
|
Export sales gross profit margin
|
$
|
459
|
$
|
210
|
5.2
|
%
|
$
|
249
|
$
|
54
|
6.0
|
%
|
$
|
195
|
5.3
|
%
|
||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||||||||||||||
|
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
|
$
|
154,819
|
9.2
|
%
|
$
|
28,545
|
22.6
|
%
|
$
|
126,274
|
9.2
|
%
|
$
|
11,317
|
9.8
|
%
|
$
|
114,957
|
9.4
|
%
|
|||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||||||||||||||
|
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
|
$
|
36,436
|
2.2
|
%
|
$
|
3,117
|
9.4
|
%
|
$
|
33,319
|
2.4
|
%
|
$
|
2,437
|
7.9
|
%
|
$
|
30,882
|
2.5
|
%
|
|||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||||||||
|
Amount
|
Increase
from
prior year
|
%
Change
|
Amount
|
Increase
from
prior year
|
%
Change
|
Amount
|
||||||||||||||||
|
Pre-opening expenses
|
$
|
1,408
|
$
|
285
|
25.4
|
%
|
$
|
1,123
|
$
|
608
|
118.1
|
%
|
$
|
515
|
||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||||||||||||||
|
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
|
$
|
90,880
|
5.4
|
%
|
15,987
|
21.3
|
%
|
$
|
74,893
|
5.5
|
%
|
$
|
17,409
|
30.3
|
%
|
$
|
57,484
|
4.7
|
%
|
|||||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||
|
Amount
|
Increase
from prior year
|
Amount
|
Increase
from prior year
|
Amount
|
||||||||||||
|
Interest Income
|
$
|
852
|
$
|
299
|
$
|
553
|
$
|
96
|
$
|
457
|
||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||
|
Amount
|
Increase from prior year
|
Amount
|
Increase
from prior year
|
Amount
|
|||||||||||||
|
Interest expense on loans
|
$
|
4,792
|
$
|
409
|
$
|
4,383
|
$
|
2,588
|
$
|
1,795
|
|||||||
|
Capitalized interest
|
(876
|
)
|
784
|
(1,660
|
)
|
(1,565
|
)
|
(95
|
)
|
||||||||
|
Net interest expense
|
$
|
3,916
|
$
|
1,193
|
$
|
2,723
|
$
|
1,023
|
$
|
1,700
|
|||||||
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||||||||
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
Increase from
prior year
|
%
Change
|
Amount
|
||||||||||||||||
|
Gain or (Loss) on sale of assets
|
$
|
763
|
$
|
1,267
|
(251.4
|
)%
|
$
|
(504
|
)
|
$
|
5
|
(1.0
|
)%
|
$
|
(509
|
)
|
||||||
|
Currency Gain or (Loss)
|
777
|
756
|
3600.0
|
21
|
51
|
(170.0
|
)
|
(30
|
)
|
|||||||||||||
|
Total other income (expense)
|
$
|
1,540
|
$
|
2,023
|
(418.8
|
)%
|
$
|
(483
|
)
|
$
|
56
|
(10.4
|
)%
|
$
|
(539
|
)
|
||||||
|
Disposal Activity
|
Historical Cost
|
Accumulated Depreciation
|
Impairment and Other Costs
|
Proceeds from disposal
|
Gain/(Loss) recorded
|
|||||||||||||||
|
Sale of Property in Panama
(1)(2)
|
(8,717 | ) | $ | 2,748 | $ | (188 | ) | $ | 7,406 | $ | 1,249 | |||||||||
|
Disposal of assets no longer in use
|
(9,248 | ) | 8,046 | 534 | 182 | (486 | ) | |||||||||||||
| (17,965 | ) | $ | 10,794 | $ | 346 | $ | 7,588 | $ | 763 | |||||||||||
|
(1)
|
On April 9, 2010, the Company relocated one of its three warehouse clubs in Panama City, Panama ("Los Pueblos") to the completed new warehouse club ("Brisas"). The Company leased the Los Pueblos site to Juan Diaz Properties, S.A./ Ace International Hardware Corporation (“ACE”) under a lease agreement with an option to purchase. ACE elected to exercise its option to purchase the property and on March 23, 2011 the Company’s Panama subsidiary entered into a land sale agreement with ACE. The sales price of the property was approximately $5.3 million.
|
|
(2)
|
On March 23, 2011, the Company’s Panama subsidiary entered into a land sale agreement with OD Panama S.A. for the sale of approximately 28,322 square feet of undeveloped land located adjacent to the Panama, Via Brasil location for approximately $2.1 million. OD Panama S.A. will construct and maintain an Office Depot retail center at this location. Gonzalo Barrutieta, who has served as a member of the Company's board of directors since February 2008, is also a board member of Office Depot, Mexico.
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||||
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
||||||||||||||
|
Current tax expense
|
$
|
26,075
|
$
|
7,481
|
$
|
18,594
|
$
|
4,603
|
$
|
13,991
|
||||||||
|
Net deferred tax provision (benefit)
|
$
|
1,393
|
$
|
(2,800
|
) |
$
|
4,193
|
$
|
5,115
|
$
|
(922
|
)
|
||||||
|
Provision for income taxes
|
$
|
27,468
|
$
|
4,681
|
$
|
22,787
|
$
|
9,718
|
$
|
13,069
|
||||||||
|
Effective tax rate
|
$
|
30.74
|
%
|
$
|
31.54
|
%
|
23.46
|
%
|
||||||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||
|
Amount
|
Increase
from prior year
|
Amount
|
Increase
from prior year
|
Amount
|
|||||||||||||
|
Loss of unconsolidated affiliates
|
$ |
52
|
$
|
30
|
$
|
22
|
$
|
1
|
$
|
21
|
|||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||||
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
Increase/(decrease)
from prior year
|
Amount
|
|||||||||||||||
|
Net income attributable to noncontrolling interests
|
$
|
—
|
$
|
(132
|
) |
$
|
132
|
$
|
(133
|
)
|
$
|
265
|
|||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||||||
|
Amount
|
Increase/(decrease) from prior year |
%
Change
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
|||||||||||||||
|
Income from Continuing Operations attributable to PriceSmart
|
$
|
61,836
|
$ | 12,537 |
25.4
|
%
|
$
|
49,299
|
$
|
6,952
|
16.4
|
%
|
$
|
42,347
|
|||||||
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||
|
2011
|
2010
|
2009
|
|||||||||||||||||||||
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
Increase/
(decrease) from
prior year
|
%
Change
|
Amount
|
|||||||||||||||||
|
Income (loss) from discontinued operations, net of tax
|
$
|
(86
|
)
|
(102
|
)
|
(637.5
|
)%
|
|
$
|
16
|
$
|
44
|
(157.1
|
)%
|
|
$
|
(28
|
)
|
|||||
|
August 31,
|
|||||
|
2011
|
2010
|
||||
|
Cash and cash equivalents
|
$
|
76,817
|
$
|
73,346
|
|
|
Twelve Months Ended
|
||||||||
|
August 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Net cash provided by (used in) continuing operating activities
|
$ | 75,526 | $ | 82,995 | ||||
|
Net cash provided by (used in) discontinued operations
|
73 | 34 | ||||||
|
Net cash provided by (used in) investing activities
|
(39,445 | ) | (54,158 | ) | ||||
|
Net cash provided by (used in) financing activities
|
(30,640 | ) | (1,135 | ) | ||||
|
Effect of exchange rates
|
(2,043 | ) | 1,417 | |||||
|
Net increase (decrease) in cash and cash equivalents
|
$ | 3,471 | $ | 29,153 | ||||
|
Twelve Months Ended August 31,
|
Increase/(Decrease)
|
|||||||||||||||||||
|
2011
|
2010
|
2009
|
2011 to 2010
|
2010 to 2009
|
||||||||||||||||
|
Net Income from Operating Activities
|
$
|
61,750
|
$
|
49,447
|
$
|
42,584
|
$
|
12,303
|
$
|
6,863
|
||||||||||
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
||||||||||||||||||||
|
Depreciation
|
21,154
|
15,260
|
13,898
|
5,894
|
1,362
|
|||||||||||||||
|
Loss /(Gain) on sale of assets
|
(763
|
)
|
504
|
509
|
(1,267
|
)
|
(5
|
)
|
||||||||||||
|
Deferred income taxes
|
642
|
3,562
|
(1,805
|
)
|
(2,920
|
) |
5,367
|
|||||||||||||
|
Cash paid for Guatemala Plaza buyout
|
—
|
—
|
(3,100
|
)
|
—
|
3,100
|
||||||||||||||
|
Stock-based compensation expenses
|
3,285
|
3,835
|
3,314
|
(550
|
)
|
521
|
||||||||||||||
|
Other non-cash operating activities
|
128
|
29
|
(273
|
)
|
99
|
302
|
||||||||||||||
|
Net non-cash related expenses
|
24,446
|
23,190
|
12,543
|
1,256
|
10,647
|
|||||||||||||||
|
Net Income from operating activities reconciled for non-cash operating activities
|
86,196
|
72,637
|
55,127
|
13,559
|
17,510
|
|||||||||||||||
|
Changes in Operating Assets and Liabilities not including Merchandise Inventories
|
35,373
|
25,707
|
1,871
|
9,666
|
23,836
|
|||||||||||||||
|
Changes in Merchandise Inventories
|
(46,043
|
)
|
(15,349
|
)
|
(1,947
|
)
|
(30,694
|
)
|
(13,402
|
)
|
||||||||||
|
Net cash provided by discontinued operating activities
|
73
|
34
|
307
|
39
|
(273
|
)
|
||||||||||||||
|
Net cash provided by (used in) operating activities
|
75,599
|
$
|
83,029
|
55,358
|
(7,430
|
)
|
27,671
|
|||||||||||||
|
Twelve Months Ended August 31,
|
Increase/(Decrease)
|
|||||||||||||||||||
|
2011
|
2010
|
2009
|
2011 to 2010
|
2010 to 2009
|
||||||||||||||||
|
Cash used for additions of property:
|
||||||||||||||||||||
|
Land acquisitions
|
$
|
6,814
|
$
|
6,700
|
$
|
11,099
|
$
|
114
|
$
|
(4,399
|
)
|
|||||||||
|
Warehouse club expansion, construction, and land improvements
|
24,859
|
28,524
|
25,200
|
(3,665
|
)
|
3,324
|
||||||||||||||
|
Acquisition of fixtures and equipment
|
15,360
|
14,983
|
13,048
|
377
|
1935
|
|||||||||||||||
|
Increase in joint venture investment Panama
|
—
|
433
|
—
|
(433
|
)
|
433
|
||||||||||||||
|
Proceeds on sale of excess real estate in Panama
|
(7,406
|
)
|
—
|
—
|
(7,406
|
)
|
||||||||||||||
|
Acquisition of 5% non-controlling interest, Trinidad
|
—
|
3,800
|
—
|
(3,800
|
)
|
3,800
|
||||||||||||||
|
Collection of note receivable from sale of closed warehouse club in the Dominican Republic
|
—
|
—
|
(2,104
|
)
|
—
|
2,104
|
||||||||||||||
|
Purchase of interest in Panama joint venture
|
—
|
—
|
4,616
|
—
|
(4,616
|
)
|
||||||||||||||
|
Capital contribution to Panama joint venture
|
—
|
—
|
50
|
—
|
(50
|
)
|
||||||||||||||
|
Purchase of interest in Costa Rica joint venture
|
—
|
—
|
2,637
|
—
|
(2,637
|
)
|
||||||||||||||
|
Capital contribution to Costa Rica joint venture
|
—
|
—
|
377
|
—
|
(377
|
)
|
||||||||||||||
|
Proceeds from disposals of property and equipment
|
(182
|
)
|
(282
|
)
|
(181
|
)
|
100
|
(101
|
)
|
|||||||||||
|
Net cash flows (provided by) used in investing activities
|
$
|
39,445
|
$
|
54,158
|
$
|
54,742
|
$
|
(14,713
|
)
|
$
|
(584
|
)
|
||||||||
|
Twelve Months Ended August 31,
|
Increase/(Decrease)
|
|||||||||||||||||||
|
2011
|
2010
|
2009
|
2011 to 2010
|
2010 to 2009
|
||||||||||||||||
|
New Bank Loans offset by establishment of certificate of deposits held against loans and payments on existing bank loans
|
$
|
(10,891
|
)
|
$
|
13,982
|
$
|
16,193
|
$
|
(24,873
|
)
|
$
|
(2,211
|
)
|
|||||||
|
Cash dividend payments
|
(17,934
|
)
|
(14,895
|
)
|
(19,551
|
)
|
(3,039
|
)
|
4,656
|
|||||||||||
|
Stockholder contribution
|
— |
396
|
— |
(396
|
)
|
396
|
||||||||||||||
|
Proceeds from exercise of stock options and the tax benefit related to stock options
|
896
|
816
|
543
|
80
|
273
|
|||||||||||||||
|
Purchase of treasury stock related to vesting of restricted stock
|
(2,711
|
)
|
(1,434
|
)
|
(1,128
|
)
|
(1,277
|
)
|
(306
|
)
|
||||||||||
|
Purchase of treasury stock related to PSC settlement
|
—
|
—
|
(161
|
)
|
—
|
161
|
||||||||||||||
|
Net cash provided (used) in financing activities
|
$
|
(30,640
|
)
|
$
|
(1,135
|
)
|
$
|
(4,104
|
)
|
$
|
(29,505
|
)
|
$
|
2,969
|
||||||
|
(1)
|
All loans are denominated in U.S. dollars unless otherwise stated.
|
|
Liability Derivatives
|
||||||||||
|
August 31, 2011
|
August 31, 2010
|
|||||||||
|
Derivatives designated as cash flow hedging instruments
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
||||||
|
Interest rate swaps
(1)
|
Other Accrued Expenses
|
$
|
544
|
Other Accrued Expenses
|
$
|
767
|
||||
|
Cross currency interest rate swap
(2)
|
Other Accrued Expenses
|
340
|
Other Accrued Expenses
|
—
|
||||||
|
Total derivatives designated as hedging instruments
(3)
|
$
|
884
|
$
|
767
|
||||||
|
(1)
|
The effective portion of the interest rate swaps was recorded as a loss to accumulated other comprehensive loss for $408,000 and $576,000, net of tax, as of August 31, 2011 and August 31, 2010, respectively. The Company has recorded a deferred tax asset amount of $136,000.
|
|
(2)
|
The effective portion of the cross currency interest rate swap was recorded as a loss to accumulated other comprehensive loss for $340,000 as of August 31, 2011. The Company has recorded a valuation allowance on the related deferred tax asset.
|
|
(3)
|
All derivatives were designated as cash flow hedging instruments.
|
|
Facilities Used
|
||||||||||||||||||
|
Total Amount of Facilities
|
Short-term Borrowings
|
Letters of Credit
|
Facilities Available
|
Weighted average interest rate
|
||||||||||||||
|
August 31, 2011
|
$
|
28,033
|
$
|
2,259
|
$
|
453
|
$
|
25,321
|
9.5
|
%
|
||||||||
|
August 31, 2010
|
$
|
27,940
|
$
|
3,551
|
$
|
470
|
$
|
23,919
|
9.5
|
%
|
||||||||
|
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)
|
$ | 11,667 | $ | 25,772 | $ | 40,259 | $ | 3,344 | $ | 81,042 | ||||||||||
|
Operating leases
(2)
|
6,833 | 13,910 | 13,443 | 43,720 | 77,906 | |||||||||||||||
|
Additional capital contribution commitments to
joint ventures
(3)
|
3,663 | — | — | — | 3,663 | |||||||||||||||
|
Data recovery services
(4)
|
203 | 135 | — | — | 338 | |||||||||||||||
|
Distribution center services
(5)
|
42 | — | — | — | 42 | |||||||||||||||
|
Total
|
$ | 22,408 | $ | 39,817 | $ | 53,702 | $ | 47,064 | $ | 162,991 | ||||||||||
|
(1)
|
Long-term debt includes debt with both fixed and variable interest rates. The Company has used variable rates as of August 31, 2011 to calculate future estimated payments related to the variable rate items. For the portion of the loans subject to interest rate swaps and cross currency interest rate swap, the Company has used the fixed interest rates as set by the interest rate swaps.
|
|
(2)
|
Operating lease obligations have been reduced by approximately $560,000 to reflect the amounts net of sublease income.
|
|
(3)
|
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.
|
|
(4)
|
Amounts shown are the minimum payments under contract for the Company’s offsite data recovery services agreement.
|
|
(5)
|
Amounts shown are the minimum payments under contractual distribution center services agreements for Mexico City.
|
|
Period
|
(a)
Total Number of
Shares Purchased
2011
|
(b)
Average Price
Paid Per Share
2011
|
(a)
Total Number of
Shares Purchased
2010
|
(b)
Average Price
Paid Per Share
2010
|
|||||
|
1
st
quarter ended November 30,
|
—
|
$ |
—
|
— | $ | — | |||
|
2
nd
quarter ended February 28,
|
64,837
|
$
|
37.39
|
66,295 | $ | 19.99 | |||
|
3
rd
quarter ended May 31,
|
2,599
|
$ |
34.65
|
2,649 | $ | 23.46 | |||
|
4
th
quarter ended August 31,
|
1,710 | $ | 61.20 | 1,701 | $ | 26.78 | |||
|
Total fiscal year
|
69,146
|
$
|
44.41
|
70,645 | $ | 23.41 | |||
|
|
- 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
|
Currency
|
||||
|
Colombia
|
1
|
(1)
|
Colombian Peso
|
|||
|
Panama
|
4
|
U.S. Dollar
|
||||
|
Costa Rica
|
5
|
(2)
|
Costa Rican Colon
|
|||
|
Dominican Republic
|
3
|
(3)
|
Dominican Republic Peso
|
|||
|
Guatemala
|
3
|
Guatemalan Quetzal
|
||||
|
El Salvador
|
2
|
U.S. Dollar
|
||||
|
Honduras
|
2
|
Honduran Lempira
|
||||
|
Trinidad
|
4
|
(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
|
29
|
|||||
|
(1)
|
This warehouse club opened on August 19, 2011.
|
|
(2)
|
The Company opened a warehouse club in fiscal year 2009 in Costa Rica.
|
|
(3)
|
The Arroyo Hondo warehouse club opened on November 5, 2010.
|
|
(4)
|
The Company opened a warehouse club on April 30, 2010 in Trinidad (“San Fernando”).
|
|
August 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 76,817 | $ | 73,346 | ||||
|
Short-term restricted cash
|
1,240 | 1,240 | ||||||
|
Receivables, net of allowance for doubtful accounts of $5 and $15 as of August 31, 2011 and August 31, 2010, respectively
|
3,655 | 2,855 | ||||||
|
Merchandise inventories
|
177,232 | 131,190 | ||||||
|
Deferred tax assets – current
|
4,252 | 3,639 | ||||||
|
Prepaid expenses and other current assets
|
29,117 | 21,879 | ||||||
|
Assets of discontinued operations
|
464 | 692 | ||||||
|
Total current assets
|
292,777 | 234,841 | ||||||
|
Long-term restricted cash
|
22,626 | 5,640 | ||||||
|
Property and equipment, net
|
281,111 | 265,544 | ||||||
|
Goodwill
|
37,361 | 37,471 | ||||||
|
Deferred tax assets – long term
|
17,000 | 16,637 | ||||||
|
Other assets
|
5,390 | 4,341 | ||||||
|
Investment in unconsolidated affiliates
|
8,063 | 8,091 | ||||||
|
Total Assets
|
$ | 664,328 | $ | 572,565 | ||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Current Liabilities:
|
||||||||
|
Short-term borrowings
|
$ | 2,259 | $ | 3,551 | ||||
|
Accounts payable
|
163,432 | 124,401 | ||||||
|
Accrued salaries and benefits
|
11,681 | 10,911 | ||||||
|
Deferred membership income
|
11,416 | 9,729 | ||||||
|
Income taxes payable
|
7,655 | 6,615 | ||||||
|
Other accrued expenses (includes $884,000 and $767,000 as of August 31, 2011 and August 31, 2010, respectively, for the fair value of derivative instruments)
|
13,440 | 12,095 | ||||||
|
Long-term debt, current portion
|
7,771 | 7,715 | ||||||
|
Deferred tax liability – current
|
533 | 357 | ||||||
|
Liabilities of discontinued operations
|
40 | 109 | ||||||
|
Total current liabilities
|
218,227 | 175,483 | ||||||
|
Deferred tax liability – long-term
|
1,888 | 1,198 | ||||||
|
Long-term portion of deferred rent
|
4,143 | 3,272 | ||||||
|
Long-term income taxes payable, net of current portion
|
3,310 | 3,564 | ||||||
|
Long-term debt, net of current portion
|
60,451 | 53,005 | ||||||
|
Other long-term liabilities
|
471 | — | ||||||
|
Total liabilities
|
288,490 | 236,522 | ||||||
|
Equity:
|
||||||||
|
Common stock, $0.0001 par value, 45,000,000 shares authorized; 30,695,933 and 30,624,666 shares issued and 29,900,030 and 29,897,909 shares outstanding (net of treasury shares) as of August 31, 2011 and August 31, 2010, respectively.
|
3 | 3 | ||||||
|
Additional paid-in capital
|
383,549 | 379,368 | ||||||
|
Tax benefit from stock-based compensation
|
5,242 | 4,490 | ||||||
|
Accumulated other comprehensive loss
|
(22,915 | ) | (16,672 | ) | ||||
|
Retained earnings (accumulated deficit)
|
28,238 | (15,578 | ) | |||||
|
Less: treasury stock at cost; 795,903 and 726,757 shares as of August 31, 2011 and August 31, 2010, respectively.
|
(18,279 | ) | (15,568 | ) | ||||
|
Total equity
|
375,838 | 336,043 | ||||||
|
Total Liabilities and Equity
|
$ | 664,328 | $ | 572,565 | ||||
|
Years Ended August 31,
|
||||||||||
|
2011
|
2010
|
2009
|
||||||||
|
Revenues:
|
||||||||||
|
Net warehouse club sales
|
$
|
1,675,247
|
$
|
1,365,801
|
$
|
1,224,331
|
||||
|
Export sales
|
8,831
|
4,139
|
3,679
|
|||||||
|
Membership income
|
22,817
|
19,742
|
17,903
|
|||||||
|
Other income
|
7,352
|
6,209
|
5,715
|
|||||||
|
Total revenues
|
1,714,247
|
1,395,891
|
1,251,628
|
|||||||
|
Operating expenses:
|
||||||||||
|
Cost of goods sold:
|
||||||||||
|
Net warehouse club
|
1,422,332
|
1,156,374
|
1,044,555
|
|||||||
|
Export
|
8,372
|
3,890
|
3,484
|
|||||||
|
Selling, general and administrative:
|
||||||||||
|
Warehouse club operations
|
154,819
|
126,274
|
114,957
|
|||||||
|
General and administrative
|
36,436
|
33,319
|
30,882
|
|||||||
|
Pre-opening expenses
|
1,408
|
1,123
|
515
|
|||||||
|
Asset impairment and closure costs (income)
|
—
|
18
|
(249
|
)
|
||||||
|
Total operating expenses
|
1,623,367
|
1,320,998
|
1,194,144
|
|||||||
|
Operating income
|
90,880
|
74,893
|
57,484
|
|||||||
|
Other income (expense):
|
||||||||||
|
Interest income
|
852
|
553
|
457
|
|||||||
|
Interest expense
|
(3,916
|
)
|
(2,723
|
)
|
(1,700
|
)
|
||||
|
Other income (expense), net
|
1,540
|
(483
|
)
|
(539
|
)
|
|||||
|
Total other income (expense)
|
(1,524
|
)
|
(2,653
|
)
|
(1,782
|
)
|
||||
|
Income from continuing operations before provision for income taxes and loss of unconsolidated affiliates
|
89,356
|
72,240
|
55,702
|
|||||||
|
Provision for income taxes
|
(27,468
|
)
|
(22,787
|
)
|
(13,069
|
)
|
||||
|
Income (loss) of unconsolidated affiliates
|
(52
|
)
|
(22
|
)
|
(21
|
)
|
||||
|
Income from continuing operations
|
61,836
|
49,431
|
42,612
|
|||||||
|
Income (loss) from discontinued operations, net of tax
|
(86
|
)
|
16
|
(28
|
)
|
|||||
|
Net income including noncontrolling interest
|
$
|
61,750
|
$
|
49,447
|
$
|
42,584
|
||||
|
Net income attributable to noncontrolling interests
|
—
|
(132
|
)
|
(265
|
)
|
|||||
|
Net income attributable to PriceSmart
|
$ |
61,750
|
$ |
49,315
|
$ |
42,319
|
||||
|
Net income per share attributable to PriceSmart and available for distribution:
|
||||||||||
|
Basic net income per share from continuing operations
|
$
|
2.07
|
$
|
1.66
|
$
|
1.43
|
||||
|
Basic net income per share from discontinued operations, net of tax
|
—
|
$
|
—
|
$
|
—
|
|||||
|
Basic net income per share
|
$
|
2.07
|
$
|
1.66
|
$
|
1.43
|
||||
|
Diluted net income per share from continuing operations
|
$
|
2.07
|
$
|
1.65
|
$
|
1.43
|
||||
|
Diluted net income per share from discontinued operations, net of tax
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
|
Diluted net income per share
|
$
|
2.07
|
$
|
1.65
|
$
|
1.43
|
||||
|
Shares used in per share computations:
|
||||||||||
|
Basic
|
29,441
|
29,254
|
28,959
|
|||||||
|
Diluted
|
29,450
|
29,279
|
29,057
|
|||||||
|
Dividends per share
|
$
|
0.60
|
$
|
0.50
|
$
|
0.50
|
||||
|
Tax
|
||||||||||||||||||||||||||||||||||||||||||||
|
benefit
|
Accum-
|
|||||||||||||||||||||||||||||||||||||||||||
|
from
|
ulated
|
Retained |
Total
|
|||||||||||||||||||||||||||||||||||||||||
|
stock-
|
other
|
Earnings |
PriceSmart
|
|||||||||||||||||||||||||||||||||||||||||
|
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, 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 | |||||||||||||||||||||
|
Purchase of treasury stock
|
— | — | — | — | — | — | 69 | (2,711 | ) | (2,711 | ) | — | (2,711 | ) | ||||||||||||||||||||||||||||||
|
Issuance of restricted stock award
|
71 | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
|
Forfeiture of restricted stock awards
|
(6 | ) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
|
Exercise of stock options
|
6 | — | 144 | — | — | — | — | — | 144 | — | 144 | |||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
— | — | 4,037 | 752 | — | — | — | — | 4,789 | — | 4,789 | |||||||||||||||||||||||||||||||||
|
Dividend paid to stockholders
|
— | — | — | — | — | (17,934 | ) | — | — | (17,934 | ) | — | (17,934 | ) | ||||||||||||||||||||||||||||||
|
Change in fair value of interest rate swaps, net of tax
|
— | — | — | — | (172 | ) | — | — | — | (172 | ) | — | (172 | ) | ||||||||||||||||||||||||||||||
|
Unrealized expense on defined benefit plan, net of tax
|
— | — | — | — | (273 | ) | — | — | — | (273 | ) | — | (273 | ) | ||||||||||||||||||||||||||||||
|
Net income
|
— | — | — | — | — | 61,750 | — | — | 61,750 | — | 61,750 | |||||||||||||||||||||||||||||||||
|
Translation adjustment
|
— | — | — | — | (5,798 | ) | — | — | — | (5,798 | ) | — | (5,798 | ) | ||||||||||||||||||||||||||||||
|
Comprehensive income
|
— | — | — | — | — | — | — | — | 59,744 | — | 59,744 | |||||||||||||||||||||||||||||||||
|
Balance at August 31, 2011
|
30,696 | $ | 3 | $ | 383,549 | $ | 5,242 | $ | (22,915 | ) | $ | 28,238 | 796 | $ | (18,279 | ) | $ | 375,838 | $ | — | $ | 375,838 | ||||||||||||||||||||||
|
Years Ended August 31,
|
||||||||||
|
2011
|
2010
|
2009
|
||||||||
|
Operating Activities:
|
||||||||||
|
Net income
|
$
|
61,750
|
$
|
49,447
|
$
|
42,584
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||
|
Depreciation and amortization
|
21,154
|
15,260
|
13,898
|
|||||||
|
Allowance for doubtful accounts
|
(10
|
)
|
5
|
(1
|
)
|
|||||
|
Asset impairment and closure costs
|
—
|
18
|
74
|
|||||||
|
Gain on Guatemala Plaza lease buyout
|
—
|
—
|
(651
|
)
|
||||||
|
Cash paid for Guatemala Plaza lease buyout
|
—
|
—
|
(3,100
|
)
|
||||||
|
Loss on sale of property and equipment
|
486
|
504
|
509
|
|||||||
|
Gain on sale of excess real estate in Panama
|
(1,249
|
)
|
—
|
—
|
||||||
|
Release of cash from escrow account due to settlement of litigation
|
—
|
—
|
256
|
|||||||
|
Deferred income taxes
|
642
|
3,562
|
(1,805
|
)
|
||||||
|
Discontinued operations
|
86
|
(16
|
)
|
28
|
||||||
|
Excess tax (benefit) deficiency on stock-based compensation
|
(752
|
)
|
57
|
16
|
||||||
|
Equity in losses of unconsolidated affiliates
|
52
|
22
|
21
|
|||||||
|
Stock-based compensation
|
4,037
|
3,778
|
3,298
|
|||||||
|
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
|
(3,657
|
)
|
2,718
|
(3,422
|
)
|
|||||
|
Merchandise inventories
|
(46,043
|
)
|
(15,349
|
)
|
(1,947
|
)
|
||||
|
Accounts payable
|
39,030
|
22,989
|
5,293
|
|||||||
|
Net cash provided by (used in) continuing operating activities
|
75,526
|
82,995
|
55,051
|
|||||||
|
Net cash provided by (used in) discontinued operating activities
|
73
|
34
|
307
|
|||||||
|
Net cash provided by (used in) operating activities
|
75,599
|
83,029
|
55,358
|
|||||||
|
Investing Activities:
|
||||||||||
|
Additions to property and equipment
|
(47,033
|
)
|
(50,207
|
)
|
(49,347
|
)
|
||||
|
Proceeds from disposal of property and equipment
|
182
|
282
|
181
|
|||||||
|
Proceeds on sale of excess real estate in Panama
|
7,406
|
—
|
—
|
|||||||
|
Collection of note receivable from sale of closed warehouse club in the Dominican Republic
|
—
|
—
|
2,104
|
|||||||
|
Purchase of 5% Trinidad noncontrolling interest
|
—
|
(3,800
|
)
|
—
|
||||||
|
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 provided by (used in) continuing investing activities
|
(39,445
|
)
|
(54,158
|
)
|
(54,742
|
)
|
||||
|
Net cash provided by (used in) provided by discontinued investing activities
|
—
|
—
|
(9
|
)
|
||||||
|
Net cash flows provided by (used in) investing activities
|
(39,445
|
)
|
(54,158
|
)
|
(54,751
|
)
|
||||
|
Financing Activities:
|
||||||||||
|
Proceeds from bank borrowings
|
45,261
|
44,904
|
40,119
|
|||||||
|
Repayment of bank borrowings
|
(39,232
|
)
|
(24,922
|
)
|
(23,926
|
)
|
||||
|
Cash dividend payments
|
(17,934
|
)
|
(14,895
|
)
|
(19,551
|
)
|
||||
|
Release of (addition to) restricted cash
|
(16,920
|
)
|
(6,000
|
)
|
—
|
|||||
|
Stockholder contribution
|
—
|
396
|
—
|
|||||||
|
Excess tax (deficiency) benefit on stock-based compensation
|
752
|
(57
|
)
|
(16
|
)
|
|||||
|
Purchase of treasury stock - excluding PSC settlement
|
(2,711
|
)
|
(1,434
|
)
|
(1,128
|
)
|
||||
|
Purchase of treasury stock- PSC settlement
|
—
|
—
|
(161
|
)
|
||||||
|
Proceeds from exercise of stock options
|
144
|
873
|
559
|
|||||||
|
Net cash provided by (used in) financing activities
|
(30,640
|
)
|
(1,135
|
)
|
(4,104
|
)
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(2,043
|
)
|
1,417
|
(431
|
)
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
3,471
|
29,153
|
(3,928
|
)
|
||||||
|
Cash and cash equivalents at beginning of year
|
73,346
|
44,193
|
48,121
|
|||||||
|
Cash and cash equivalents at end of year
|
$
|
76,817
|
$
|
73,346
|
$
|
44,193
|
||||
|
Years Ended August 31,
|
||||||||||
|
2011
|
2010
|
2009
|
||||||||
|
Supplemental disclosure of cash flow information:
|
||||||||||
|
Cash paid during the period for:
|
||||||||||
|
Interest, net of amounts capitalized
|
$
|
3,686
|
$
|
2,613
|
$
|
1,579
|
||||
|
Income taxes
|
$
|
22,389
|
$
|
19,309
|
$
|
13,009
|
||||
|
Subsidiary
|
Countries
|
Ownership
|
Basis of Presentation
|
||||
|
PriceSmart, Aruba
|
Aruba
|
100.0
|
%
|
Consolidated
|
|||
|
PriceSmart, Barbados
|
Barbados
|
100.0
|
%
|
Consolidated
|
|||
|
PriceSmart, Colombia
|
Colombia
|
100.0
|
%
|
Consolidated
|
|||
|
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
(1)
|
|||
|
PriceSmart, Guatemala
|
Guatemala
|
100.0
|
%
|
Consolidated
|
|||
|
PriceSmart Holdings, Inc.
|
St. Lucia
|
100.0
|
%
|
Consolidated
(2)
|
|||
|
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
(2)
|
|||
|
PriceSmart, Trinidad
|
St. Lucia/Trinidad
|
100.0
|
%
|
Consolidated
(3)
|
|||
|
PriceSmart, U.S. Virgin Islands
|
U.S. Virgin Islands
|
100.0
|
%
|
Consolidated
|
|||
|
GolfPark Plaza, S.A.
|
Panama
|
50.0
|
%
|
Equity
(4)
|
|||
|
Price Plaza Alajuela PPA, S.A.
|
Costa Rica
|
50.0
|
%
|
Equity
(4)
|
|||
|
Newco2
|
Costa Rica
|
50.0
|
%
|
Equity
(4)(5)
|
|||
|
(1)
|
Entity is treated as discontinued operations in the consolidated financial statements.
|
|
(2)
|
These companies act as investment and holding companies for the Company’s subsidiaries in Trinidad and Jamaica.
|
|
(3)
|
The Company acquired the remaining 5% ownership in May 2010. (See Note 15 – Acquisition of Noncontrolling Interest).
|
|
(4)
|
Purchases of joint venture interests during the first quarter of fiscal year 2009 are recorded as investment in unconsolidated affiliates on the consolidated balance sheets.
|
|
(5)
|
On September 29, 2011, the Company exercised its option to cancel its participation in this joint venture. (See Note 19 – Subsequent Events).
|
|
August 31,
|
||||||||||||||||
|
2011
|
2010
|
|||||||||||||||
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|||||||||||||
|
Long term debt, including current portion
|
$ | 68,222 | $ | 70,982 | $ | 60,720 | $ | 63,752 | ||||||||
|
Assets and Liabilities:
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Total
|
||||||||||||
|
Other accrued expenses – (Interest rate swaps)
|
$ | — | $ | 544 | $ | — | $ | 544 | ||||||||
|
Other accrued expenses – (Cross-currency interest rate swap)
|
— | 340 | — | 340 | ||||||||||||
|
Total
|
$ | — | $ | 884 | $ | — | $ | 884 | ||||||||
|
August 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cash and cash equivalents
|
$
|
33
|
$
|
41
|
||||
|
Accounts receivable, net
|
430
|
219
|
||||||
|
Prepaid expenses and other current assets
|
—
|
39
|
||||||
|
Other assets, non-current
|
1
|
393
|
||||||
|
Assets of discontinued operations
|
$
|
464
|
$
|
692
|
||||
|
Other accrued expenses
|
$
|
40
|
$
|
109
|
||||
|
Liabilities of discontinued operations
|
$
|
40
|
$
|
109
|
||||
|
Years Ended August 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Net warehouse club sales
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
Pre-tax income (loss) from discontinued operations
|
(44
|
)
|
16
|
(28
|
)
|
|||||||
|
Income tax (provision) benefit
|
(42
|
)
|
—
|
—
|
||||||||
|
Income (loss) from discontinued operations
|
$
|
(86
|
)
|
$
|
16
|
$
|
(28
|
)
|
||||
|
August 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Land
|
$ | 84,912 | $ | 81,187 | ||||
|
Building and improvements
|
192,245 | 171,828 | ||||||
|
Fixtures and equipment
|
89,239 | 88,090 | ||||||
|
Construction in progress
|
18,655 | 13,683 | ||||||
|
Total property and equipment, historical cost
|
385,051 | 354,788 | ||||||
|
Less: accumulated depreciation
|
(103,940 | ) | (89,244 | ) | ||||
|
Property and equipment, net
|
$ | 281,111 | $ | 265,544 | ||||
|
Twelve Months Ended
|
||||||||||||
|
August 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Depreciation and amortization expense
|
$
|
21,154
|
$
|
15,260
|
$
|
13,898
|
||||||
|
2011
|
||||||||||||||||||||
|
Disposal Activity
|
Historical Cost
|
Accumulated Depreciation
|
Impairment and Other Costs
|
Proceeds from disposal
|
Gain/(Loss) recognized
|
|||||||||||||||
|
Sale of property in Panama
|
$ | (8,717 | ) | $ | 2,748 | $ | (188 | ) | $ | 7,406 | $ | 1,249 | ||||||||
|
Disposal of assets no longer in use
|
(9,248 | ) | 8,046 | 534 | 182 | (486 | ) | |||||||||||||
| $ | (17,965 | ) | $ | 10,794 | $ | 346 | $ | 7,588 | $ | 763 | ||||||||||
|
Years Ended August 31,
|
|||||||||||
|
2011
|
2010
|
2009
|
|||||||||
|
Net income from continuing operations attributable to PriceSmart
|
$
|
61,836
|
$
|
49,299
|
$
|
42,347
|
|||||
|
Less: Earnings and dividends allocated to unvested stockholders
|
952
|
870
|
914
|
||||||||
|
Less: Dividend distribution to common stockholders
|
17,697
|
14,664
|
14,512
|
||||||||
|
Basic undistributed net earnings available to common stockholders from continuing operations attributable to PriceSmart
|
$
|
43,187
|
$
|
33,765
|
$
|
26,921
|
|||||
|
Add: Net undistributed earnings allocated and reallocated to unvested stockholders (two-class method) and dividend distribution
|
17,697
|
14,664
|
14,514
|
||||||||
|
Net earnings available to common stockholders from continuing operations attributable to PriceSmart
|
$
|
60,884
|
$
|
48,429
|
$
|
41,435
|
|||||
|
Net earnings (loss) available to common stockholders from discontinued operations
|
$
|
(86
|
)
|
$
|
16
|
$
|
(28
|
)
|
|||
|
Basic weighted average shares outstanding
|
29,441
|
29,254
|
28,959
|
||||||||
|
Add dilutive effect of stock options (two-class method)
|
9
|
25
|
98
|
||||||||
|
Diluted average shares outstanding
|
29,450
|
29,279
|
29,057
|
||||||||
|
Basic income per share from continuing operations attributable to PriceSmart
|
$
|
2.07
|
$
|
1.66
|
$
|
1.43
|
|||||
|
Diluted income per share from continuing operations attributable to PriceSmart
|
$
|
2.07
|
$
|
1.65
|
$
|
1.43
|
|||||
|
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,
|
|||||||||||
|
2011
|
2010
|
2009
|
|||||||||
|
Net income attributable to PriceSmart:
|
|||||||||||
|
Income from continuing operations
|
$
|
61,836
|
$
|
49,299
|
$
|
42,347
|
|||||
|
Income (loss) from discontinued operations, net of tax
|
(86
|
)
|
16
|
(28
|
)
|
||||||
|
$
|
61,750
|
$
|
49,315
|
$
|
42,319
|
||||||
|
First Payment
|
Second Payment
|
||||||||||||||||||
|
Declared
|
Amount
|
Record Date
|
Date Paid
|
Amount
|
Record Date
|
Date Paid
|
Amount
|
||||||||||||
| 1-19-11 |
$
|
0.60
|
2-15-11
|
2-28-11
|
$
|
0.30
|
8-15-11
|
8-31-11
|
$
|
0.30
|
|||||||||
| 1-27-10 |
0.50
|
2-15-10
|
2-26-10
|
0.25
|
8-13-10
|
8-31-10
|
0.25
|
||||||||||||
| 1-29-09 |
0.50
|
2-13-09
|
2-27-09
|
0.25
|
8-14-09
|
8-31-09
|
0.25
|
||||||||||||
|
Other Long-Term Liability
|
Accumulated Other Comprehensive Loss
|
Operating Expenses
|
|||||||||||
|
Service cost
|
$ | (91 | ) | $ | — | $ | 90 | ||||||
|
Interest cost
|
(13 | ) | — | 13 | |||||||||
|
Prior service cost (including amortization)
|
(359 | ) | 355 | 9 | |||||||||
|
Actuarial gains/(losses)
|
(9 | ) | 9 | — | |||||||||
|
Totals
|
$ | (472 | ) | $ | 364 |
(1)
|
|
$ | 112 | ||||
|
(1)
|
The Company has recorded a deferred tax asset amount of $91,000, with the unrealized expense on deferred benefit plan and recorded net of tax, accumulated other comprehensive loss for $273,000.
|
|
Valuation Assumptions Used in the Accounting of the Plan:
|
Percentage
|
|||
|
Discount rate
|
5 | % | ||
|
Future salary escalation
|
4 | % | ||
|
Percentage of employees assumed to withdraw from Company without a benefit (“turnover”)
|
7 | % | ||
|
Percentage of employees assumed to withdraw from Company with a benefit (“disability”)
|
1 | % | ||
|
Twelve Months Ended
|
||||||||||
|
August 31,
|
||||||||||
|
2011
|
2010
|
2009
|
||||||||
|
Restricted stock awards
|
$
|
3,780
|
$
|
3,670
|
$
|
3,145
|
||||
|
Restricted stock units
|
202
|
68
|
93
|
|||||||
|
Options granted to directors
|
55
|
40
|
60
|
|||||||
|
Stock-based compensation expense
|
$
|
4,037
|
$
|
3,778
|
$
|
3,298
|
||||
|
Twelve Months Ended
|
||||||||||||
|
August 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Remaining unrecognized compensation cost (in thousands)
|
$ | 8,319 | $ | 8,598 | $ | 7,789 | ||||||
|
Weighted average period of time over which this cost will be recognized (years)
|
3.2 | 3.0 | 3.2 | |||||||||
|
Excess tax benefit (deficiency) on stock-based compensation (in thousands)
|
$ | 752 | $ | (57 | ) | $ | (16 | ) | ||||
|
Twelve Months Ended
|
||||||||||||
|
August 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Grants outstanding at beginning of period
|
558,821 | 618,250 | 748,860 | |||||||||
|
Granted
|
95,700 | 151,930 | 104,510 | |||||||||
|
Forfeited
|
(8,231 | ) | (4,971 | ) | (32,836 | ) | ||||||
|
Vested
|
(209,679 | ) | (206,388 | ) | (202,284 | ) | ||||||
|
Grants outstanding at end of period
|
436,611 | 558,821 | 618,250 | |||||||||
|
Twelve Months Ended
August 31,
|
||||||||
|
2011
|
2010
|
2009
|
||||||
|
Restricted stock awards and units granted – weighted average grant date fair value
|
$
|
41.25
|
$
|
23.36
|
$
|
18.43
|
||
|
Restricted stock awards and units vested – weighted average grant date fair value
|
$
|
16.72
|
$
|
16.58
|
$
|
16.21
|
||
|
Restricted stock awards and units vested – weighted average vesting date fair value
|
$
|
40.92
|
$
|
21.24
|
$
|
16.31
|
||
|
Restricted stock awards and units forfeited – weighted average grant date fair value
|
$
|
23.58
|
$
|
18.69
|
$
|
15.06
|
||
|
Twelve Months Ended
August 31,
|
||||||||||
|
2011
|
2010
|
2009
|
||||||||
|
Repurchased shares
|
69,146
|
70,679
|
69,062
|
|||||||
|
Repurchased amount (in thousands)
|
$
|
2,711
|
$
|
1,434
|
$
|
1,128
|
||||
|
(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,
|
||||||||||
|
2011
|
2010
|
2009
|
||||||||
|
United States
|
$
|
24,259
|
$
|
17,390
|
$
|
4,539
|
||||
|
Foreign
|
$
|
65,097
|
$
|
54,850
|
$
|
51,163
|
||||
|
Income from continuing operations before provision for income taxes and loss of unconsolidated affiliates
|
$
|
89,356
|
$
|
72,240
|
$
|
55,702
|
||||
|
Years Ended August 31,
|
||||||||||
|
2011
|
2010
|
2009
|
||||||||
|
Current:
|
||||||||||
|
U.S.
|
$
|
4,905
|
$
|
3,540
|
$
|
(659
|
)
|
|||
|
Foreign
|
21,170
|
15,054
|
14,650
|
|||||||
|
Total
|
$
|
26,075
|
$
|
18,594
|
$
|
13,991
|
||||
|
Deferred:
|
||||||||||
|
U.S.
|
$
|
375
|
$
|
2,973
|
$
|
1,001
|
||||
|
Foreign
|
146
|
1,870
|
951
|
|||||||
|
Valuation allowance charge (release)
|
872
|
(650
|
)
|
(2,874
|
)
|
|||||
|
Total
|
$
|
1,393
|
$
|
4,193
|
$
|
(922
|
)
|
|||
|
Provision for income taxes
|
$
|
27,468
|
$
|
22,787
|
$
|
13,069
|
||||
|
Years Ended August 31,
|
|||||||||
|
2011
|
2010
|
2009
|
|||||||
|
Federal tax provision at statutory rates
|
35.00
|
%
|
34.00
|
%
|
34.00
|
%
|
|||
|
State taxes, net of federal benefit
|
0.84
|
0.47
|
0.11
|
||||||
|
Differences in foreign tax rates
|
(3.74
|
)
|
(3.39
|
)
|
(7.03
|
)
|
|||
|
Permanent items and other adjustments
|
(2.34
|
)
|
1.36
|
|
1.54
|
||||
|
Increase (decrease) in Foreign valuation allowance
|
0.98
|
(0.90
|
)
|
(5.16
|
)
|
||||
|
Provision for income taxes
|
30.74
|
%
|
31.54
|
%
|
23.46
|
%
|
|||
|
August 31,
|
|||||||||||
|
2011
|
2010
|
2009
|
|||||||||
|
Deferred tax assets:
|
|||||||||||
|
U.S. net operating loss carryforward
|
$
|
8,953
|
$
|
9,688
|
$
|
10,437
|
|||||
|
U.S. capital loss carryforward
|
—
|
4,318
|
4,318
|
||||||||
|
U.S. timing differences and AMT credits
|
294
|
|
1,787
|
|
2,392
|
|
|||||
|
Deferred compensation
|
683
|
921
|
1,258
|
||||||||
|
Foreign tax credits
|
3,569
|
4,944
|
5,859
|
||||||||
|
Foreign deferred taxes
|
15,421
|
14,264
|
15,414
|
||||||||
|
Total deferred tax assets
|
28,920
|
35,922
|
39,678
|
||||||||
|
U.S. valuation allowance
|
(8
|
)
|
(8,350
|
)
|
(8,350
|
)
|
|||||
|
Foreign valuation allowance
|
(7,661
|
)
|
(7,296
|
)
|
(7,772
|
)
|
|||||
|
Net deferred tax assets
|
$
|
21,251
|
$
|
20,276
|
$
|
23,556
|
|||||
|
August 31,
|
|||||||
|
2011
|
2010
|
||||||
|
Balance at beginning of fiscal year
|
$
|
13,615
|
$
|
13,851
|
|||
|
Additions based on tax positions related to the current year
|
1,130
|
429
|
|||||
|
Reductions for tax positions of prior years
|
—
|
(166
|
)
|
||||
|
Settlements
|
(643
|
)
|
(21
|
)
|
|||
|
Expiration of the statute of limitations for the assessment of taxes
|
(574
|
)
|
(478
|
)
|
|||
|
Balance at end of fiscal year
|
$
|
13,528
|
$
|
13,615
|
|||
|
Tax Jurisdiction
|
Fiscal Years Subject to Audit
|
|
U.S. federal
|
1997 through 2001 and 2003 through 2011
|
|
California (U.S.) (state return)
|
2004 through 2011
|
|
Florida(U.S.) (state return)
|
2005 through 2011
|
|
Aruba
|
2002 to the present
|
|
Barbados
|
2005 to the present
|
|
Costa Rica
|
2008 to the present
|
| Colombia | 2009 to the present |
|
Dominican Republic
|
2006 to the present
|
|
El Salvador
|
2007 to the present
|
|
Guatemala
|
2008 and 2010
|
|
Honduras
|
2006 to the present
|
|
Jamaica
|
2005 to the present
|
|
Mexico
|
2006 to the present
|
|
Nicaragua
|
2007 to the present
|
|
Panama
|
2008 to the present
|
|
Trinidad
|
2004 to the present
|
|
U.S. Virgin Islands
|
2001 to the present
|
|
Facilities Used
|
||||||||||||||||||
|
Total Amount of Facilities
|
Short-term Borrowings
|
Letters of Credit
|
Facilities Available
|
Weighted average interest rate
|
||||||||||||||
|
August 31, 2011
|
$
|
28,033
|
$
|
2,259
|
$
|
453
|
$
|
25,321
|
9.5
|
%
|
||||||||
|
August 31, 2010
|
$
|
27,940
|
$
|
3,551
|
$
|
470
|
$
|
23,919
|
9.5
|
%
|
||||||||
|
August 31,
|
August 31,
|
|||||
|
2011
|
2010
|
|||||
|
Note due July 2017, 9.0% fixed rate
(5)
|
$
|
5,147
|
$
|
5,858
|
||
|
Note due November 2017, (six-month LIBOR + 1.5%) 1.92% current Rate
(3) (5) (6)
|
2,925
|
3,375
|
||||
|
Note due November 2017, (BB Prime rate – 2%)
(8)
|
—
|
3,334
|
||||
|
Note due September 2014, 5.5% fixed rate
(1) (5) (6)
|
6,467
|
7,267
|
||||
|
Note due August 2018, (1 year LIBOR + 2.75%) 3.55% current rate
(3) (5)
|
6,300
|
7,200
|
||||
|
Note due February 2016, 6.71% fixed rate
(1) (5) (6)
|
7,125
|
8,075
|
||||
|
Note due August 2014, 5.5% fixed rate
(1) (5) (6)
|
8,000
|
9,000
|
||||
|
Note due January 2015, 5.5% fixed rate
(1) (5) (6)
|
5,050
|
5,650
|
||||
|
Note due March 2015, (Variable interest, to be reviewed annually)10.25% current rate
(2)
|
4,311
|
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)
|
4,500
|
5,000
|
||||
|
Note due November 2015, (six-month LIBOR + 2.4%) 2.83% current rate
(4) (6)
|
8,000
|
—
|
||||
|
Note due April 2016, (three-month LIBOR + 0.7%) 0.945% current rate
(6) (9) (10)
|
7,924
|
—
|
||||
|
Note due July 2016, (three-month LIBOR + 0.7%) 0.954% current rate
(6) (9) (11)
|
2,000
|
—
|
||||
|
Note due September 2011, ($475,000 three year, zero interest, discounted loan)
(7)
|
473
|
450
|
||||
|
Total long-term debt
|
68,222
|
60,720
|
||||
|
Less: current portion
|
7,771
|
7,715
|
||||
|
Long-term debt, net of current portion
|
$
|
60,451
|
$
|
53,005
|
||
|
(1)
|
Loan contains a balloon payment for net principal due at the end of the loan term.
|
|
(2)
|
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 with an initial interest rate of 3.88%. The certificate of deposit is for $4.9 million as of August 31, 2011. The certificate of deposit is automatically renewable by Banco Del Pais on an annual basis for the net amortized outstanding balance on the loan.
|
|
(3)
|
The Company has entered into an interest rate swap agreement to eliminate the changes (variability) of the interest payments on these loans. (See Note 14 – Derivative Instruments and Hedging Activities.)
|
|
(4)
|
On November 1, 2010, the Company’s Colombia subsidiary entered into a loan agreement with Citibank, N.A. in New York. The agreement establishes a credit facility for $16.0 million to be disbursed in two tranches of $8.0 million each. The interest rate is set at the 6 month LIBOR rate plus 2.4%. The loan term is five years with interest only payments and a balloon payment at maturity. The Company’s Colombia subsidiary is required to comply with certain annual financial covenants, which include debt service and leverage ratios. The first reporting period for these financial covenants will be on December 31, 2011. The credit facility is renewable for an additional five-year period at PriceSmart, Colombia's option. As collateral for this credit facility, the Company entered into an agreement with Citibank, N.A. to open and maintain a certificate of deposit equal to the amount outstanding on the loan with an initial interest rate of 6 month LIBOR plus 1.66%.
|
|
(5)
|
As of August 31, 2011 and August 31, 2010, approximately $45.5 million and $54.8 million, respectively, of the Company's long-term debt was collateralized by certain land, buildings, fixtures, equipment and shares of each respective subsidiary. The carrying amount of the non-cash assets assigned as collateral for long-term debt was $93.2 million and $87.4 million as of August 31, 2011 and August 31, 2010, respectively.
|
|
(6)
|
As of August 31, 2011 and August 31, 2010, approximately $47.5 million and $36.7 million, respectively, relate to loans held by the Company’s subsidiaries in Trinidad, Barbados, Panama, El Salvador, Honduras and Colombia that require these subsidiaries to comply with certain annual or quarterly financial covenants which include debt service and leverage ratios. As of August 31, 2011 and August 31, 2010, the Company was in compliance with respect to these covenants.
|
|
(7)
|
As of August 31, 2011 and August 31, 2010, approximately $473,000 and $450,000, respectively, of the Company’s long-term debt, current portion was collateralized by shares that the Company owns in the joint venture, Newco2. (See Note 17 – Unconsolidated Affiliates.) On September 29, 2011, the Company exercised its option to cancel its participation in this joint venture. (See Note 19 – Subsequent Events).
|
|
(8)
|
On November 25, 2010, the Company’s Barbados subsidiary paid off its Barbados local currency loan to Citicorp Merchant Bank Limited for approximately $3.3 million.
|
|
(9)
|
On March 14, 2011 the Company’s Colombia subsidiary entered into a loan agreement with Scotiabank & Trust (Cayman) Ltd. The agreement establishes a credit facility for $16.0 million to be disbursed in several tranches. The interest rate is set at the three-month LIBOR rate plus 0.7%. The loan term is five years with interest only payments and a balloon payment at maturity. This loan is secured by a time deposit of $16.0 million pledged by the Company’s Costa Rican subsidiary. The deposit will earn an interest rate of three-month LIBOR. The first tranche of $8.0 million was funded on April 1, 2011 and a second tranche of $2.0 million was funded on July 28, 2011, and the Company secured this portion of the loan with an $8.0 million and $2.0 million secured time deposit, respectively. Subsequent to August 31, 2011, the Company drew down the third and final tranche of $6.0 million on September 30, 2011 and the Company secured this portion of the loan with a $6.0 million secured time deposit. The Company’s Colombia subsidiary is required to comply with certain annual financial covenants, which include debt service and leverage ratios. The first reporting period for these financial covenants will be on December 31, 2011.
|
|
(10)
|
The Company’s Colombia subsidiary entered into a cross-currency interest rate swap agreement on May 5, 2011 with the Bank of Nova Scotia (“Scotia Bank”). Under the cross-currency interest rate swap agreement, the Company will receive variable interest in U.S. dollars based on the three-month LIBOR rate plus 0.7% on a notional amount of US$8.0 million and pay fixed Colombian peso (“COP”) interest of 6.09% on a notional of COP 14,136,000,000 for a term of approximately five years. The first LIBOR reset dates for the hedged long-term debt and the cross-currency interest rate swap occur on the first day of January, April, July, and October, beginning on July 5, 2011. The quarterly interest due to or due from Scotia Bank on the derivative instrument will be settled on a net basis. That is, if the floating leg is greater than the fixed leg on the swap, then the Company will receive a single, net amount from Scotia Bank. Conversely, if the fixed leg is greater than the floating leg, the Company will pay a single net amount to Scotia Bank. (See Note 14 – Derivative Instruments and Hedging Activities.)
|
| (11) |
The Company’s Colombia subsidiary has subsequently entered into cross-currency interest rate swap agreements dated October 21, 2011 with the Bank of Nova Scotia with respect to notional amounts of U.S dollar $2.0 million and U.S dollar $6.0 million, respectively. On the first of these additional swaps, the Company will receive variable U.S dollar interest based on the three-month LIBOR rate plus 0.7% on a notional of U.S. $2.0 million (“the floating leg”) and pay fixed COP interest of 5.30% on a notional of COP 3,801,600,000 (“the fixed leg”) for a term of approximately five years (Effective date of July 29, 2011 through April 1, 2016).
On the second of these swaps, the Company will receive variable U.S dollar interest based on the three-month LIBOR rate plus 0.7% on a notional of U.S. $6.0 million (“the floating leg”) and pay fixed COP interest of 5.45% on a notional of COP 11,404,800,000 (“the fixed leg”) for a term of approximately five years (effective date of September 29, 2011 through April 1, 2016).
|
|
Years Ended August 31,
|
Amount
|
|||
|
2011
|
$ | 7,771 | ||
|
2012
|
7,298 | |||
|
2013
|
12,298 | |||
|
2014
|
14,213 | |||
|
2015
|
23,495 | |||
|
Thereafter
|
3,147 | |||
|
Total
|
$ | 68,222 | ||
|
Approximate
|
Remaining
|
|||||||||
|
Square
|
Current Lease
|
Option(s)
|
||||||||
|
Location
|
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
(1)
|
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, 2013
|
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
|
|||||
|
Bogota, Colombia
|
Central Offices
|
October 21, 2010
|
4,100
|
December 20, 2012
|
none
|
|||||
|
San Diego, CA
(2)
|
Corporate Headquarters
|
April 1, 2004
|
39,225
|
August 31, 2015
|
5 years
|
|||||
|
Miami, FL
(3)
|
Distribution Facility
|
March 1, 2008
|
274,652
|
July 31, 2021
|
10 years
|
|
(1)
|
On July 1, 2011, the Company added to its existing lease in the warehouse club located in Tegucigalpa, Honduras, approximately 29,760 square feet of parking space.
|
|
(2)
|
On April 27, 2011, the Company executed a second amendment to include an additional space of 4,325 square feet at its corporate headquarters.
|
|
(3)
|
On July 27, 2010, in order to consolidate Miami facilities, 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. During June 2011, the Company began to utilize this area to consolidate its dry, frozen and refrigerated merchandise distribution facilities.
|
|
Years ended August 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Minimum rental payments
|
$ | 6,883 | $ | 6,855 | $ | 6,601 | ||||||
|
Deferred rent accruals
|
724 | 438 | 268 | |||||||||
|
Total straight line rent expense
|
7,607 | 7,293 | 6,869 | |||||||||
|
Contingent rental payments
|
2,070 | 1,561 | 1,325 | |||||||||
|
Common area maintenance expense
|
792 | 920 | 774 | |||||||||
|
Rental expense
|
$ | 10,469 | $ | 9,774 | $ | 8,968 | ||||||
|
Years Ended August 31,
|
Open
Locations
(1)
|
|||
|
2012
|
$
|
6,833
|
||
|
2013
|
6,950
|
|||
|
2014
|
6,960
|
|||
|
2015
|
7,026
|
|||
|
2016
|
6,417
|
|||
|
Thereafter
|
43,720
|
|||
|
Total
|
$
|
77,906
|
||
|
(1)
|
Operating lease obligations have been reduced by approximately $560,000 to reflect sub-lease income.
|
|
Years ended August 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Minimum rental receipts
|
$ | 2,676 | $ | 2,413 | $ | 2,271 | ||||||
|
Deferred rent accruals
|
104 | 184 | 350 | (1) | ||||||||
|
Total straight line rent income
|
2,780 | 2,597 | 2,621 | |||||||||
|
Contingent rental receipts
|
99 | 76 | 99 | |||||||||
|
Common maintenance area income
|
60 | 51 | 11 | |||||||||
|
Rental income
|
$ | 2,939 | $ | 2,724 | $ | 2,731 | ||||||
|
(1)
|
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.
|
|
Years ended August 31,
|
Amount
|
|||
|
2012
|
$
|
1,964
|
||
|
2013
|
1,769
|
|||
|
2014
|
1,547
|
|||
|
2015
|
1,423
|
|||
|
2016
|
1,208
|
|||
|
Thereafter
|
5,169
|
|||
|
Total
|
$
|
13,080
|
||
|
Income Statement Classification
|
Interest expense
on Borrowings
|
Loss
on Swaps
|
Interest expense
|
||||||
|
Interest expense for the twelve-months ended August 31, 2011
|
$
|
407
|
$
|
450
|
$
|
857
|
|||
|
Interest expense for the twelve-months ended August 31, 2010
|
$
|
446
|
$
|
293
|
$
|
739
|
|||
|
Interest expense for the twelve-months ended August 31, 2009
|
$
|
675
|
$
|
144
|
$
|
780
|
|||
|
Floating Rate Payer (Swap Counterparty)
|
Notional Amount as of
August 31, 2011
|
Notional Amount as of
August 31, 2010
|
||||
|
RBTT
|
$
|
6,300
|
$
|
7,200
|
||
|
Scotiabank
|
$
|
8,000
|
$
|
—
|
||
|
Citibank N.A.
|
$
|
2,925
|
$
|
3,375
|
||
|
Total
|
$
|
17,225
|
$
|
10,575
|
||
|
Liability Derivatives
|
||||||||||
|
August 31, 2011
|
August 31, 2010
|
|||||||||
|
Derivatives designated as cash flow hedging instruments
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
||||||
|
Interest rate swaps
(1)
|
Other Accrued Expenses
|
$
|
544
|
Other Accrued Expenses
|
$
|
767
|
||||
|
Cross currency interest rate swap
(2)
|
Other Accrued Expenses
|
340
|
Other Accrued Expenses
|
—
|
||||||
|
Total derivatives designated as hedging instruments
(3)
|
$
|
884
|
$
|
767
|
||||||
|
(1)
|
The effective portion of the interest rate swaps was recorded as a loss to accumulated other comprehensive loss for $408,000 and $576,000, net of tax, as of August 31, 2011, and August 31, 2010, respectively. The Company has recorded a deferred tax asset amount of $136,000.
|
|
(2)
|
The effective portion of the cross currency interest rate swap was recorded as a loss to accumulated other comprehensive loss for $340,000 as of August 31, 2011. The Company has recorded a valuation allowance on the related deferred tax asset.
|
|
(3)
|
All derivatives were designated as cash flow hedging instruments.
|
|
Entity
|
Initial Investment
|
Additional Contributions
|
Net Loss Inception to Date
|
Company’s Variable
Interest in Entity
|
Commitment to Future Additional Contributions
(1)
|
Company’s
Maximum
Exposure
to Loss in Entity
(2)
|
|||||||||||||||||||
|
GolfPark Plaza, S.A.
|
4,616 | 483 | (55 | ) | 5,044 | 2,018 | 7,062 | ||||||||||||||||||
|
Price Plaza Alajuela, S.A.
|
2,193 | 377 | (35 | ) | 2,535 | 1,645 | 4,180 | ||||||||||||||||||
|
Newco2
(4)
|
424 | 64 | (4 | ) | 484 | — | 484 | (3) | |||||||||||||||||
|
Total
|
7,233 | 924 | (94 | ) | 8,063 | 3,663 | 11,726 | ||||||||||||||||||
|
(1)
|
The parties intend to seek alternate financing for the project, which could reduce the amount of additional capital each party would be required to provide. The parties may mutually agree on changes to the project, which could increase or decrease the amount of capital each party is required to contribute.
|
|
(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.
|
|
(3)
|
The amount includes the imputed interest on the loan from Prico.
|
|
(4)
|
On September 29, 2011, the Company exercised its option to cancel its participation in its agreement with Prico to jointly own Newco2 (See Note 19 – Subsequent Events).
|
|
August 31,
|
August 31,
|
||||
|
2011
|
2010
|
||||
|
Current assets
|
$
|
1,294
|
$
|
404
|
|
|
Noncurrent assets
|
6,662
|
6,608
|
|||
|
Current liabilities
|
1,003
|
27
|
|||
|
Noncurrent liabilities
|
—
|
—
|
|||
|
Years Ended August 31,
|
|||||||||||
|
2011
|
2010
|
2009
|
|||||||||
|
Net loss
|
$
|
(104
|
)
|
$
|
(44
|
)
|
$
|
(41
|
)
|
||
|
United
States
Operations
|
Latin
American
Operations
|
Caribbean
Operations
|
Reconciling Items
(1)
|
Total
|
|||||||||||||||
|
Twelve-Month Period Ended August 31, 2011
|
|||||||||||||||||||
|
Revenue from external customers
|
$
|
8,892
|
$
|
1,081,830
|
$
|
623,525
|
$
|
—
|
$
|
1,714,247
|
|||||||||
|
Intersegment revenues
|
638,684
|
—
|
4,875
|
(643,559
|
)
|
—
|
|||||||||||||
|
Depreciation and amortization
(2)
|
(1,171
|
)
|
(11,683
|
)
|
(8,300
|
)
|
—
|
(21,154
|
)
|
||||||||||
|
Operating income
|
25,224
|
49,499
|
16,157
|
—
|
90,880
|
||||||||||||||
|
Interest income from external sources
|
117
|
624
|
111
|
—
|
852
|
||||||||||||||
|
Interest income from intersegment sources
|
2,946
|
1,076
|
290
|
(4,312
|
)
|
—
|
|||||||||||||
|
Interest expense from external sources
|
(77
|
)
|
(2,648
|
)
|
(1,191
|
)
|
—
|
(3,916
|
)
|
||||||||||
|
Interest expense from intersegment sources
|
—
|
(1,164
|
)
|
(3,148
|
)
|
4,312
|
—
|
||||||||||||
|
Provision for income taxes
(3)
|
(5,357
|
)
|
(18,539
|
)
|
(3,572
|
)
|
—
|
(27,468
|
)
|
||||||||||
|
Net income attributable to PriceSmart
|
22,753
|
30,471
|
8,526
|
—
|
61,750
|
||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
38,601
|
192,594
|
123,356
|
—
|
354,551
|
||||||||||||||
|
Goodwill
|
—
|
32,152
|
5,209
|
—
|
37,361
|
||||||||||||||
|
Investment in Equity Method Investees
|
—
|
8,063
|
—
|
—
|
8,063
|
||||||||||||||
|
Identifiable assets
|
63,154
|
388,325
|
212,849
|
—
|
664,328
|
||||||||||||||
|
Capital expenditures, net
|
4,979
|
28,940
|
13,114
|
—
|
47,033
|
||||||||||||||
|
Twelve-Month Period Ended August 31, 2010
|
|||||||||||||||||||
|
Revenue 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
|
)
|
||||||||||
|
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
|
—
|
|||||||||||
|
Provision for income taxes
|
(6,742
|
)
|
(11,466
|
)
|
(4,579
|
)
|
—
|
(22,787
|
)
|
||||||||||
|
Net income attributable to PriceSmart
|
12,882
|
27,294
|
9,139
|
—
|
49,315
|
||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
27,484
|
173,968
|
119,635
|
—
|
321,087
|
||||||||||||||
|
Goodwill
|
—
|
32,247
|
5,224
|
—
|
37,471
|
||||||||||||||
|
Investment in Equity Method Investees
|
—
|
8,091
|
—
|
—
|
8,091
|
||||||||||||||
|
Identifiable assets
|
65,635
|
305,429
|
201,501
|
—
|
572,565
|
||||||||||||||
|
Capital expenditures, net
|
4,283
|
15,400
|
30,524
|
—
|
50,207
|
||||||||||||||
|
Twelve- Month Period Ended August 31, 2009
|
|||||||||||||||||||
|
Revenue 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
|
)
|
||||||||||
|
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
|
—
|
|||||||||||
|
Provision for income taxes
|
(2,128
|
)
|
(9,059
|
)
|
(1,882
|
)
|
—
|
(13,069
|
)
|
||||||||||
|
Net income attributable to PriceSmart
|
5,690
|
20,879
|
15,750
|
—
|
42,319
|
||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
27,309
|
159,607
|
94,737
|
—
|
281,653
|
||||||||||||||
|
Goodwill
|
—
|
32,394
|
5,144
|
—
|
37,538
|
||||||||||||||
|
Investment in Equity Method Investees
|
—
|
7,658
|
—
|
—
|
7,658
|
||||||||||||||
|
Identifiable assets
|
43,544
|
277,481
|
166,348
|
—
|
487,373
|
||||||||||||||
|
Capital expenditures, net
|
1,948
|
26,080
|
21,319
|
—
|
49,347
|
||||||||||||||
|
(1) The reconciling items reflect the amount eliminated on consolidation of intersegment transactions.
|
|||||||||||||||||||
| (2) Includes a $2.6 million error that increased expense in the Latin America operations related to prior periods. See Note 1 - Company Overview and Basis of Presentation. | |||||||||||||||||||
| (3) Includes a $3.2 million error that decreased expense in the United States operations related to prior periods. See Note 1 - Company Overview and Basis of Presentation. | |||||||||||||||||||
|
Fiscal Year 2011
|
Three Months Ended,
|
Year Ended
|
||||||||||||||||||
|
(in thousands, except per share data)
|
Nov. 30, 2010
|
Feb. 28, 2011
|
May 31, 2011
|
Aug. 31, 2011
|
Aug. 31, 2011
|
|||||||||||||||
|
Total net warehouse club and export sales
|
$
|
378,740
|
$
|
442,135
|
$
|
423,527
|
$
|
439,676
|
$
|
1,684,078
|
||||||||||
|
Total cost of goods sold
|
319,157
|
376,331
|
360,339
|
374,877
|
1,430,704
|
|||||||||||||||
|
Net income attributable to PriceSmart from continuing operations
|
14,846
|
18,010
|
16,365
|
12,615
|
61,836
|
|||||||||||||||
|
Discontinued operations, net of tax
|
7
|
(93
|
)
|
(75
|
)
|
75
|
(86
|
)
|
||||||||||||
|
Net income attributable to PriceSmart
|
14,853
|
17,917
|
16,290
|
12,690
|
61,750
|
|||||||||||||||
|
Basic income per share
|
$
|
0.50
|
$
|
0.60
|
$
|
0.55
|
$
|
0.42
|
$
|
2.07
|
||||||||||
|
Diluted income per share
|
$
|
0.50
|
$
|
0.60
|
$
|
0.55
|
$
|
0.42
|
$
|
2.07
|
||||||||||
|
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
|
13,241
|
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
|
||||||||||
|
Dates
|
Stock Price
|
|||||||||
|
From
|
To
|
High
|
Low
|
|||||||
|
2011 CALENDAR QUARTERS
|
||||||||||
|
First Quarter
|
9/1/10
|
11/30/10
|
$
|
33.28
|
$
|
25.81
|
||||
|
Second Quarter
|
12/1/10
|
2/28/11
|
40.40
|
33.57
|
||||||
|
Third Quarter
|
3/1/11
|
5/31/11
|
47.76
|
32.31
|
||||||
|
Fourth Quarter
|
6/1/11
|
8/31/11
|
63.81
|
43.10
|
||||||
|
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
|
||||||
|
First Payment
|
Second Payment
|
||||||||||||||||||
|
Declared
|
Amount
|
Record Date
|
Date Paid
|
Amount
|
Record Date
|
Date Paid
|
Amount
|
||||||||||||
| 1-19-11 |
$
|
0.60
|
2-15-11
|
2-28-11
|
$
|
0.30
|
8-15-11
|
8-31-11
|
$
|
0.30
|
|||||||||
| 1-27-10 |
0.50
|
2-15-10
|
2-26-10
|
0.25
|
8-13-10
|
8-31-10
|
0.25
|
||||||||||||
| 1-29-09 |
0.50
|
2-13-09
|
2-27-09
|
0.25
|
8-14-09
|
8-31-09
|
0.25
|
||||||||||||
|
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
|
1,710
|
$
|
61.20
|
—
|
N/A
|
|||||
|
August
|
—
|
—
|
—
|
N/A
|
||||||
|
Total
|
1,710
|
$
|
61.20
|
—
|
N/A
|
|||||
|
Name
|
Position
|
Age
|
|||
|
Robert E. Price
|
Chairman of the Board
|
69
|
|||
|
Sherry S. Bahrambeygui
|
Director Nominee
|
47
|
|||
|
Gonzalo Barrutieta
|
Director
|
45
|
|||
|
Katherine L. Hensley
|
Director
|
74
|
|||
|
Leon C. Janks
|
Director
|
62
|
|||
|
Lawrence B. Krause
|
Director
|
81
|
|||
|
Jose Luis Laparte
|
Director, Chief Executive Officer and President
|
45
|
|||
|
Mitch Lynn
|
Director Nominee
|
62
|
|||
| Keene Wolcott | Director | 80 | |||
|
Edgar Zurcher
|
Director
|
60
|
|||
|
Name
|
Position
|
Age
|
|||
|
Jose Luis Laparte
|
Chief Executive Officer and President
|
45
|
|||
|
John M. Heffner
|
Executive Vice President and Chief Financial Officer
|
57
|
|||
|
Robert M. Gans
|
Executive Vice President, Secretary and General Counsel
|
62
|
|||
|
William J. Naylon
|
Executive Vice President and Chief Operating Officer
|
49
|
|||
|
Thomas D. Martin
|
Executive Vice President – Merchandising
|
55
|
|||
|
Brud E. Drachman
|
Executive Vice President – Construction Management
|
56
|
|||
|
John D. Hildebrandt
|
Executive Vice President – Operations
|
53
|
|||
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 |
|---|