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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
þ
No
¨
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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
þ
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.
þ
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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
þ
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Accelerated filer
¨
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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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Page
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||
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Number of
Warehouse Clubs
in Operation
as of August 31, 2012
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Number of
Warehouse Clubs
in Operation as of August 31, 2011
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Anticipated warehouse
club openings
in fiscal year 2013
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Country/Territory
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Colombia
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1
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1
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2
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Panama
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4
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4
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—
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Costa Rica
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5
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5
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—
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Dominican Republic
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3
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3
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—
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Guatemala
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3
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3
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—
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El Salvador
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2
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2
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—
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Honduras
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2
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2
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—
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Trinidad
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4
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4
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—
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Aruba
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1
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1
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—
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Barbados
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1
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1
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—
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U.S. Virgin Islands
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1
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1
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—
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Jamaica
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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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1
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—
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Totals
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29
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29
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2
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Number of warehouse clubs
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Own land
and building
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Lease land
and/or building
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LATIN AMERICA SEGMENT
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Colombia
(1)
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1
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—
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Panama
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3
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1
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Guatemala
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1
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2
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Costa Rica
(2)
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5
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—
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El Salvador
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2
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—
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Honduras
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1
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1
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Nicaragua
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1
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—
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CARIBBEAN SEGMENT
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Dominican Republic
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3
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—
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Aruba
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—
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1
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Barbados
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1
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—
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Trinidad
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3
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1
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U.S. Virgin Islands
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—
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1
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Jamaica
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1
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—
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Total
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22
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7
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(1)
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During fiscal year 2012, the Company acquired land in south Cali, Colombia, on December 14, 2011, upon which it opened a new warehouse club on October 19, 2012. On March 15, 2012 the Company acquired land in north Cali, Colombia upon which it anticipates opening a new warehouse club in the spring of calendar year 2013.
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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(2)
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On January 9, 2012 the Company entered into an agreement to acquire property located in La Union, Cartago, Costa Rica, upon which the Company anticipates constructing its sixth membership warehouse club in Costa Rica. The Company currently anticipates opening this club in the fall of calendar year 2013.
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Approximate
Square
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Current Lease
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Remaining
Option(s)
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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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Via Brazil, Panama
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Warehouse Club
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December 4, 1997
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68,696
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October 31, 2026
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10 years
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Miraflores, Guatemala
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Warehouse Club
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April 8, 1999
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66,059
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December 31, 2020
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5 years
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Pradera, Guatemala
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Warehouse Club
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May 29, 2001
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48,438
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May 28, 2021
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none
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Tegucigalpa, Honduras
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Warehouse Club
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May 31, 2000
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64,735
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May 30, 2020
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none
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Oranjestad, Aruba
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Warehouse Club
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March 23, 2001
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64,627
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March 23, 2021
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10 years
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Port of Spain, Trinidad
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Warehouse Club
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December 5, 2001
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54,046
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July 5, 2031
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none
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St. Thomas, U.S.V.I.
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Warehouse Club
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May 4, 2001
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54,046
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February 28, 2020
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10 years
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Barbados
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Storage Facility
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May 5, 2006
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4,800
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May 31, 2013
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1 year
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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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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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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, 2014
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none
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San Diego, CA
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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
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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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Cali, Colombia
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Temporary Offices
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March 1, 2012
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2,490
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October 31, 2012
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3 months
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Panama
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Storage and Distribution Facility
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August 15, 2012
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25,690
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August 15, 2015
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mutual agreement
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Costa Rica
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Storage and Distribution Facility
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March 1, 2012
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27,201
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February 28, 2013
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none
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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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10.1(a)(65)**
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Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement.
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10.1(b)(65)**
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Third Amendment to the 2001 Equity Participation Plan of PriceSmart, Inc., dated April 17, 2012.
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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)**
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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)**
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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)**
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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)**
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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)**
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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)**
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Fourteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of September 26, 2005.
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10.3(o)(42)**
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Fifteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of March 1, 2006.
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10.3(p)(47)**
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Sixteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of September 25, 2006.
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10.3(q)(44)**
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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)**
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Eighteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of October 1, 2007.
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10.3(s)(48)**
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Nineteenth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of January 1, 2008.
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10.3(t)(51)**
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Twentieth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of October 1, 2008.
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10.3(u)(52)**
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Twenty-First Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of November 13, 2008.
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10.3(v)(53)**
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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)**
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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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10.3(ab)(63)**
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Twenty-Eighth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of October 1, 2011.
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10.3(ac)(63)**
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Twenty-Ninth Amendment to Employment Agreement between the Company and Robert M. Gans, dated as of October 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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10.4(c)(63)**
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Second Amendment to Employment Agreement between the Company and John M. Heffner, dated November 18, 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)**
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Tenth Amendment to Employment Agreement between the Company and Thomas Martin dated January 1, 2007.
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10.8(m)(45)**
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Eleventh Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2007.
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10.8(n)(48)**
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Twelfth Amendment to Employment Agreement between the Company and Thomas Martin dated January 1, 2008.
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10.8(o)(49)**
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Thirteenth Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2008.
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10.8(p)(52)**
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Fourteenth Amendment to Employment Agreement between the Company and Thomas Martin dated November 13, 2008.
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10.8(q)(53)**
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Fifteenth Amendment to Employment Agreement between the Company and Thomas Martin dated January 1, 2009.
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10.8(r)(54)**
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Sixteenth Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2009.
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10.8(s)(57)**
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Seventeenth Amendment to Employment Agreement between the Company and Thomas Martin dated January 1, 2010.
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10.8(t)(57)**
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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.
|
|
|
|
|
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.
|
|
|
|
|
10.8(x)(62)**
|
Twenty-Second Amendment to Employment Agreement between the Company and Thomas Martin dated April 1, 2011.
|
|
|
|
|
10.8(y)(63)**
|
Twenty-Third Amendment to Employment Agreement between the Company and Thomas Martin dated November 18, 2011.
|
|
|
|
|
10.8(z)(65)**
|
Twenty-Fourth Amendment to Employment Agreement between the Company and Thomas Martin dated March 1, 2012.
|
|
|
|
|
10.9(19)**
|
1998 Equity Participation Plan of PriceSmart, Inc.
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|
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|
10.10(52)
|
Letter Agreement between RBTT Bank Ltd. and PriceSmart (Trinidad) Limited dated November 20, 2008.
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|
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|
|
10.11(52)
|
Shareholders’ Agreement between Pricsmarlandco, S.A. and JB Enterprises Inc. dated September 29, 2008.
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|
|
|
|
10.12(52)
|
Shareholder Agreement between Fundacion Tempus Fugit and PriceSmart Panama, S.A. dated September 24, 2008.
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|
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|
10.13(18)
|
Trademark Agreement between the Company and Associated Wholesale Grocers, Inc., dated August 1, 1999.
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|
|
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|
10.14(17)
|
Master Agreement between the Company and Payless ShoeSource Holdings, Ltd., dated November 27, 2000.
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|
|
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|
10.15(a)(14)**
|
Employment Agreement between the Company and William Naylon, dated January 16, 2002.
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|
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|
10.15(b)(9)**
|
First Amendment of Employment Agreement between the Company and William J. Naylon, dated January 22, 2003.
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|
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|
10.15(c)(33)**
|
Second Amendment to Employment Agreement between the Company and William Naylon, dated February 1, 2004.
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|
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|
10.15(d)(37)**
|
Third Amendment to Employment Agreement between the Company and William Naylon, dated as of February 16, 2005.
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|
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|
|
10.15(e)(41)**
|
Fourth Amendment to Employment Agreement between the Company and William Naylon, dated as of January 11, 2006.
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|
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|
10.15(f)(42)**
|
Fifth Amendment to Employment Agreement between the Company and William Naylon, dated as of March 1, 2006.
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|
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|
10.15(g)(44)**
|
Sixth Amendment to Employment Agreement between the Company and William Naylon, dated as of January 1, 2007.
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|
|
|
|
10.15(h)(48)**
|
Seventh Amendment to Employment Agreement between the Company and William Naylon, dated as of January 1, 2008.
|
|
|
|
|
10.15(i)(52)**
|
Eighth Amendment to Employment Agreement between the Company and William Naylon, dated as of November 13, 2008.
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|
|
|
|
10.15(j)(53)**
|
Ninth Amendment to Employment Agreement between the Company and William Naylon, dated as of January 1, 2009.
|
|
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|
|
10.15(k)(57)**
|
Tenth Amendment to Employment Agreement between the Company and William Naylon, dated as of January 1, 2010.
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|
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|
|
10.15(l)(61)**
|
Eleventh Amendment to Employment Agreement between the Company and William Naylon, dated as of January 10, 2011.
|
|
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|
|
10.15(m)(62)**
|
Twelfth Amendment to Employment Agreement between the Company and William Naylon, dated as of April 1, 2011.
|
|
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|
|
10.15(n)(63)**
|
Thirteenth Amendment to Employment Agreement between the Company and William Naylon, dated as of November 18, 2011.
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|
|
|
|
10.16(a)(7)**
|
Employment Agreement between the Company and John D. Hildebrandt, dated as of June 1, 2001.
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|
10.16(b)(7)**
|
Amendment to Employment Agreement between the Company and John Hildebrandt, dated as of October 16, 2001.
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|
10.16(c)(14)**
|
First Amendment of Employment Agreement between the Company and John Hildebrandt, dated January 16, 2002.
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|
10.16(d)(10)**
|
Second Amendment of Employment Agreement between the Company and John Hildebrandt, dated January 22, 2003.
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|
10.16(e)(34)**
|
Third Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 15, 2004.
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|
10.16(f)(38)**
|
Fourth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 9, 2005.
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|
10.16(g)(42)**
|
Fifth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2006.
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|
10.16(h)(44)**
|
Sixth Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 1, 2007.
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|
10.16(i)(45)**
|
Seventh Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2007.
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|
10.16(j)(48)**
|
Eighth Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 1, 2008.
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|
10.16(k)(49)**
|
Ninth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2008.
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|
10.16(l)(52)**
|
Tenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated November 13, 2008.
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|
10.16(m)(53)**
|
Eleventh Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 1, 2009.
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|
10.16(n)(54)**
|
Twelfth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2009.
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|
10.16(o)(54)**
|
Thirteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated April 1, 2009.
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|
10.16(p)(57)**
|
Fourteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 1, 2010.
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|
10.16(q)(57)**
|
Fifteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated February 1, 2010.
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|
|
10.16(r)(58)**
|
Sixteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 15, 2010.
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|
10.16(s)(61)**
|
Seventeenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated January 10, 2011.
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|
10.16(t)(62)**
|
Eighteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2011.
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|
10.16(u)(62)**
|
Nineteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated April 1, 2011.
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|
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|
10.16(v)(63)**
|
Twentieth Amendment to Employment Agreement between the Company and John Hildebrandt, dated November 18, 2011.
|
|
|
|
|
10.16(w)(65)**
|
Twenty-First Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 1, 2012.
|
|
|
|
|
10.17(22)**
|
2001 Equity Participation Plan of PriceSmart, Inc.
|
|
|
|
|
10.18(a)(8)**
|
Employment Agreement between the Company and Brud Drachman, dated as of January 11, 2000.
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|
10.18(b)(8)**
|
First Amendment to Employment Agreement between the Company and Brud Drachman, dated January 24, 2001.
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|
10.18(c)(8)**
|
Second Amendment to Employment Agreement between the Company and Brud Drachman, dated June 1, 2001.
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|
10.18(d)(8)**
|
Amendment to Employment Agreement between the Company and Brud Drachman, dated October 16, 2001.
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|
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|
10.18(e)(8)**
|
Third Amendment to Employment Agreement between the Company and Brud Drachman, dated January 16, 2002.
|
|
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|
10.18(f)(10)**
|
Fourth Amendment to Employment Agreement between the Company and Brud Drachman, dated November 19, 2002.
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|
|
10.18(g)(10)**
|
Fifth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 22, 2003.
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|
|
|
|
10.18(h)(34)**
|
Sixth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 15, 2004.
|
|
|
|
|
10.18(i)(38)**
|
Seventh Amendment to Employment Agreement between the Company and Brud Drachman, dated March 9, 2005.
|
|
|
|
|
10.18(j)(42)**
|
Eighth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2006.
|
|
|
|
|
10.18(k)(44)**
|
Ninth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 1, 2007.
|
|
|
|
|
10.18(l)(45)**
|
Tenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2007.
|
|
|
|
|
10.18(m)(48)**
|
Eleventh Amendment to Employment Agreement between the Company and Brud Drachman, dated January 1, 2008.
|
|
|
|
|
10.18(n)(49)**
|
Twelfth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2008.
|
|
|
|
|
10.18(o)(52)**
|
Thirteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated November 13, 2008.
|
|
|
|
|
10.18(p)(53)**
|
Fourteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 1, 2009.
|
|
|
|
|
10.18(q)(54)**
|
Fifteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2009.
|
|
|
|
|
10.18(r)(57)**
|
Sixteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 1, 2010.
|
|
|
|
|
10.18(s)(58)**
|
Seventeenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 15, 2010.
|
|
|
|
|
10.18(t)(61)**
|
Eighteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated January 10, 2011.
|
|
|
|
|
10.18(u)(62)**
|
Nineteenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2011.
|
|
|
|
|
10.18(v)(62)**
|
Twentieth Amendment to Employment Agreement between the Company and Brud Drachman, dated April 1, 2011.
|
|
|
|
|
10.18(w)(63)**
|
Twenty-First Amendment to Employment Agreement between the Company and Brud Drachman, dated November 18, 2011.
|
|
|
|
|
10.18(x)(65)**
|
Twenty-Second Amendment to Employment Agreement between the Company and Brud Drachman, dated March 1, 2012.
|
|
|
|
|
10.19(27)**
|
2002 Equity Participation Plan of PriceSmart, Inc.
|
|
|
|
|
10.20(a)(35)**
|
Employment Agreement by and between the Company and Jose Luis Laparte, dated as of June 3, 2004.
|
|
|
|
|
10.20(b)(35)**
|
First Amendment to Employment Agreement by and between the Company and Jose Luis Laparte, dated as of August 2, 2004.
|
|
|
|
|
10.20(c)(40)**
|
Second Amendment to Employment Agreement between the Company and Jose Luis Laparte, dated as of September 26, 2005.
|
|
|
|
|
10.20(d)(42)**
|
Third Amendment to Employment Agreement between the Company and Jose Luis Laparte, dated as of March 1, 2006.
|
|
|
|
|
10.20(e)(47)**
|
Fourth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of September 25, 2006.
|
|
|
|
|
10.20(f)(44)**
|
Fifth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 1, 2007.
|
|
|
|
|
10.20(g)(50)**
|
Sixth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 1, 2007.
|
|
|
|
|
10.20(h)(50)**
|
Seventh Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 31, 2007.
|
|
|
|
|
10.20(i)(48)**
|
Eighth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 1, 2008.
|
|
|
|
|
10.20(j)(51)**
|
Ninth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 1, 2008.
|
|
|
|
|
10.20(k)(52)**
|
Tenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of November 13, 2008.
|
|
|
|
|
10.20(l)(53)**
|
Eleventh Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 1, 2009.
|
|
|
|
|
10.20(m)(56)**
|
Twelfth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 1, 2009.
|
|
|
|
|
10.20(n)(57)**
|
Thirteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 1, 2010.
|
|
|
|
|
10.20(o)*
|
Fourteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of July 15, 2010.
|
|
|
|
|
10.20(p)(60)**
|
Fifteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 6, 2010.
|
|
|
|
|
10.20(q)(61)**
|
Sixteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of January 10, 2011.
|
|
|
|
|
10.20(r)(62)**
|
Seventeenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of April 1, 2011.
|
|
|
|
|
10.20(s)(63)**
|
Eighteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of October 1, 2011.
|
|
|
|
|
10.20(t)(63)**
|
Nineteenth Amendment to Employment Agreement between the Company and Jose Luis Laparte dated as of November 18, 2011.
|
|
|
|
|
10.21(a)(48)
|
Promissory Note entered into between PSMT Barbados and Citibank, N.A. dated November 15, 2007.
|
|
|
|
|
10.22(a)(56)
|
Loan Agreement entered into between PriceSmart and ScotiaBank El Salvador dated September 1, 2009.
|
|
|
|
|
10.23(57)
|
Loan Agreement entered into between PriceSmart Honduras, S.A. de C.V. and ScotiaBank El Salvador S.A., dated January 12, 2010.
|
|
|
|
|
10.24(58)
|
Loan Agreement entered into between PriceSmart Honduras, a subsidiary of PriceSmart Inc., and Banco del Pais, S.A. dated March 16, 2010.
|
|
|
|
|
10.25(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.
|
|
|
|
|
10.26(59)
|
Commercial Mortgage Loan Agreement dated August 31, 2010 between PriceSmart Panama, S.A. and Metrobank, S.A.
|
|
|
|
|
10.27(60)
|
Loan Agreement between PriceSmart Colombia, S.A.S. and Citibank, N.A., dated as of November 1, 2010.
|
|
|
|
|
10.28(60)
|
Deposit Agreement between PriceSmart, Inc. and Citibank, N.A., New York, dated as of November 24, 2010.
|
|
|
|
|
10.29(60)
|
Purchase Agreement between PriceSmart Colombia S.A.S. and Cementos Argos S.A., dated as of May 16, 2010.
|
|
|
|
|
10.29(a)(60)
|
Addenda No. 1 to Purchase Agreement between PriceSmart Colombia S.A.S. and Cementos Argos S.A., dated as of July 26, 2010.
|
|
|
|
|
10.29(b)(60)
|
Addenda No. 2 to Purchase Agreement between Colombia S.A.S. and Cementos Argos S.A., dated as of October 22, 2010.
|
|
|
|
|
10.30(62)
|
Loan Agreement between PriceSmart Colombia, S.A.S. and Scotiabank & Trust (Cayman) Ltd., dated March 14, 2011.
|
|
|
|
|
10.31**
|
Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement
|
|
|
|
|
13.1*
|
Portions of the Company’s Annual Report to Stockholders for the year ended August 31, 2012.
|
|
|
|
|
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
|
|
(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.
|
|
(20)
|
Incorporated by reference to the Current Report on Form 8-K filed with the Commission on September 5, 2003.
|
|
(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.
|
|
(63)
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 2011 filed with the Commission on January 9, 2012.
|
|
(64)
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2012 filed with the Commission on April 4, 2012.
|
|
(65)
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2012
|
|
1)
|
Schedule II – Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended August 31, 2012.
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||
|
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
|
Year ended August 31, 2010
|
$
|
10
|
|
|
$
|
46
|
|
|
$
|
(41
|
)
|
|
$
|
15
|
|
|
Year ended August 31, 2011
|
$
|
15
|
|
|
$
|
(12
|
)
|
|
$
|
2
|
|
|
$
|
5
|
|
|
Year ended August 31, 2012
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
(12
|
)
|
|
$
|
1
|
|
|
Dated:
|
October 30, 2012
|
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 and President (Principal Executive Officer)
|
October 30, 2012
|
|
Jose Luis Laparte
|
|
|
|
|
|
|
|
/s/ JOHN M. HEFFNER
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
October 30, 2012
|
|
John M. Heffner
|
|
|
|
|
|
|
|
/s/ ROBERT E. PRICE
|
Chairman of the Board
|
October 30, 2012
|
|
Robert E. Price
|
|
|
|
|
|
|
|
/s/ SHERRY S. BAHRAMBEYGUI
|
Director
|
October 30, 2012
|
|
Sherry S. Bahrambeygui
|
|
|
|
|
|
|
|
/s/ MITCHELL G. LYNN
|
Director
|
October 30, 2012
|
|
Mitchell G. Lynn
|
|
|
|
|
|
|
|
/s/ GONZALO BARRUTIETA
|
Director
|
October 30, 2012
|
|
Gonzalo Barrutieta
|
|
|
|
|
|
|
|
/s/ KATHERINE L. HENSLEY
|
Director
|
October 30, 2012
|
|
Katherine L. Hensley
|
|
|
|
|
|
|
|
/s/ LEON C. JANKS
|
Director
|
October 30, 2012
|
|
Leon C. Janks
|
|
|
|
|
|
|
|
/s/ LAWRENCE B. KRAUSE
|
Director
|
October 30, 2012
|
|
Lawrence B. Krause
|
|
|
|
|
|
|
|
/s/ EDGAR ZURCHER
|
Director
|
October 30, 2012
|
|
Edgar Zurcher
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended August 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(in thousands, except income (loss) per common share)
|
||||||||||||||||||
|
OPERATING RESULTS DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net warehouse club sales
|
$
|
2,000,046
|
|
|
$
|
1,675,247
|
|
|
$
|
1,365,801
|
|
|
$
|
1,224,331
|
|
|
$
|
1,097,510
|
|
|
Export sales
|
15,320
|
|
|
8,831
|
|
|
4,139
|
|
|
3,679
|
|
|
1,498
|
|
|||||
|
Membership income
|
26,957
|
|
|
22,817
|
|
|
19,742
|
|
|
17,903
|
|
|
16,042
|
|
|||||
|
Other income
|
8,422
|
|
|
7,352
|
|
|
6,209
|
|
|
5,715
|
|
|
4,826
|
|
|||||
|
Total revenues
|
2,050,745
|
|
|
1,714,247
|
|
|
1,395,891
|
|
|
1,251,628
|
|
|
1,119,876
|
|
|||||
|
Total cost of goods sold
|
1,718,780
|
|
|
1,433,028
|
|
|
1,161,797
|
|
|
1,046,614
|
|
|
935,356
|
|
|||||
|
Total selling, general and administrative
|
223,422
|
|
|
191,255
|
|
|
159,593
|
|
|
145,839
|
|
|
134,214
|
|
|||||
|
Preopening expenses
|
617
|
|
|
1,408
|
|
|
1,123
|
|
|
515
|
|
|
1,010
|
|
|||||
|
Asset impairment and closure costs (gains)
|
—
|
|
|
—
|
|
|
18
|
|
|
(249
|
)
|
|
1,142
|
|
|||||
|
Provision for settlement of pending litigation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,370
|
|
|||||
|
Operating income
|
107,926
|
|
|
88,556
|
|
|
73,360
|
|
|
58,909
|
|
|
46,784
|
|
|||||
|
Total other income (expense)
(1)
|
(5,212
|
)
|
|
800
|
|
|
(1,120
|
)
|
|
(3,207
|
)
|
|
1,044
|
|
|||||
|
Income from continuing operations before provision for income taxes, losses of unconsolidated affiliates and net income attributable to noncontrolling interests
|
102,714
|
|
|
89,356
|
|
|
72,240
|
|
|
55,702
|
|
|
47,828
|
|
|||||
|
Provision for income taxes
|
(35,053
|
)
|
|
(27,468
|
)
|
|
(22,787
|
)
|
|
(13,069
|
)
|
|
(9,124
|
)
|
|||||
|
Losses of unconsolidated affiliates
|
(15
|
)
|
|
(52
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|
—
|
|
|||||
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
(265
|
)
|
|
(494
|
)
|
|||||
|
Net income from continuing operations attributable to PriceSmart
|
67,646
|
|
|
61,836
|
|
|
49,299
|
|
|
42,347
|
|
|
38,210
|
|
|||||
|
Discontinued operations income (loss), net of tax
|
(25
|
)
|
|
(86
|
)
|
|
16
|
|
|
(28
|
)
|
|
(104
|
)
|
|||||
|
Net income attributable to PriceSmart
|
$
|
67,621
|
|
|
$
|
61,750
|
|
|
$
|
49,315
|
|
|
$
|
42,319
|
|
|
$
|
38,106
|
|
|
INCOME PER COMMON SHARE -BASIC:
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income from continuing operations attributable to PriceSmart
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.66
|
|
|
$
|
1.43
|
|
|
$
|
1.30
|
|
|
Discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Basic net income per common share attributable to PriceSmart
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.66
|
|
|
$
|
1.43
|
|
|
$
|
1.30
|
|
|
INCOME PER COMMON SHARE -DILUTED:
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income from continuing operations attributable to PriceSmart
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.65
|
|
|
$
|
1.43
|
|
|
$
|
1.29
|
|
|
Discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Diluted net income per common share attributable to PriceSmart
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.65
|
|
|
$
|
1.43
|
|
|
$
|
1.29
|
|
|
Weighted average common shares - basic
|
29,554
|
|
|
29,441
|
|
|
29,254
|
|
|
28,959
|
|
|
28,860
|
|
|||||
|
Weighted average common shares - diluted
|
29,566
|
|
|
29,450
|
|
|
29,279
|
|
|
29,057
|
|
|
28,996
|
|
|||||
|
PRICESMART, INC.
SELECTED FINANCIAL DATA- (Continued)
|
|||||||||||||||||||
|
|
As of August 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
91,248
|
|
|
$
|
76,817
|
|
|
$
|
73,346
|
|
|
$
|
44,193
|
|
|
$
|
48,121
|
|
|
Short-term restricted cash
|
1,241
|
|
|
1,240
|
|
|
1,240
|
|
|
10
|
|
|
536
|
|
|||||
|
Total assets
|
735,712
|
|
|
664,328
|
|
|
572,565
|
|
|
487,373
|
|
|
451,412
|
|
|||||
|
Long-term debt
(3)
|
71,422
|
|
|
60,451
|
|
|
53,005
|
|
|
37,120
|
|
|
23,028
|
|
|||||
|
Total PriceSmart stockholders’ equity
|
418,914
|
|
|
375,838
|
|
|
336,043
|
|
|
300,398
|
|
|
274,506
|
|
|||||
|
Dividends paid on common stock
(4)
|
$
|
18,120
|
|
|
$
|
17,934
|
|
|
$
|
14,895
|
|
|
$
|
19,551
|
|
|
$
|
9,463
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(1)
|
During
fiscal year 2012
, total other income (expense) includes interest income and expense, gains and losses on disposal of assets, and foreign exchange transaction gains or losses on currency translation. Foreign exchange transaction gains or losses on currency translation are generated from monetary assets and liabilities in currencies other than the functional currency of the respective entity that are revalued to the functional currency using the exchange rate on the balance sheet date. The Company’s management believes that these foreign currency transactions are not directly matched to the recognition of cost of goods sold but are more closely linked to financing activities of the Company. These activities include the use of the extension of U.S. dollar payables as a funding tool to meet the Company’s subsidiary cash requirements and direct bank financing for U.S. dollar loans that constitute financing vehicles for expansion or development of subsidiaries, where once the cash is deposited into that subsidiary, it is fungible and can be used for any cash requirement of the entity such as inter-company payments, working capital, dividend payments and increases in restricted cash balances to comply with financing requirements. These foreign exchange transaction gains (losses), including repatriation of funds, have been recorded to Other income (expense) in the Consolidated Statements of Income for the
fiscal year 2012
. For the fiscal years prior to
fiscal year 2012
, these currency translations have been reclassified from Cost of goods sold to Other income (expense) in the Consolidated Statements of Income for the fiscal years presented herein. The Company believes that these reclassifications will allow for better comparability to other comparable companies with similar business models. The following tables summarize the amounts reclassified to conform with fiscal year 2012 presentation (in thousands):
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||
|
Total other income (expense), net – as previously reported
|
$
|
(1,524
|
)
|
|
$
|
(2,653
|
)
|
|
$
|
(1,782
|
)
|
|
$
|
(598
|
)
|
|
Foreign exchange transaction gains reclassified from Cost of goods sold to Other income (expenses), net
|
2,324
|
|
|
1,533
|
|
|
(1,425
|
)
|
|
1,642
|
|
||||
|
Total other income (expense), net – as currently reported
(1)
|
$
|
800
|
|
|
$
|
(1,120
|
)
|
|
$
|
(3,207
|
)
|
|
$
|
1,044
|
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||
|
Composition of beginning balance Total other income (expense) – as previously reported:
|
|
|
|
|
|
|
|
||||
|
Gain/(loss) on sale
|
763
|
|
|
(504
|
)
|
|
(508
|
)
|
|
(330
|
)
|
|
Currency gain/(loss)
|
777
|
|
|
21
|
|
|
(31
|
)
|
|
(16
|
)
|
|
Interest Income
|
852
|
|
|
553
|
|
|
457
|
|
|
1,193
|
|
|
Interest Expense
|
(3,916
|
)
|
|
(2,723
|
)
|
|
(1,700
|
)
|
|
(1,445
|
)
|
|
Composition of ending balance Other income (expense) – as currently reported:
|
|
|
|
|
|
|
|
||||
|
Gain/(loss) on sale
|
763
|
|
|
(504
|
)
|
|
(508
|
)
|
|
(330
|
)
|
|
Currency gain/(loss)
|
3,101
|
|
|
1,554
|
|
|
(1,456
|
)
|
|
1,626
|
|
|
Interest Income
|
852
|
|
|
553
|
|
|
457
|
|
|
1,193
|
|
|
Interest Expense
|
(3,916
|
)
|
|
(2,723
|
)
|
|
(1,700
|
)
|
|
(1,445
|
)
|
|
(2)
|
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 and $1.30 for the fiscal years 2009 and 2008, respectively.
|
|
(3)
|
Long-term debt, net of current portion.
|
|
(4)
|
On January 25, 2012, January 19, 2011, January 27, 2010, January 29, 2009 and January 24, 2008, the Company declared a cash dividend on its common stock.
|
|
|
|
Number of
Warehouse Clubs
in Operation
as of August 31, 2012
|
|
Number of
Warehouse Clubs
in Operation as of August 31, 2011
|
|
Anticipated warehouse
club openings
in fiscal year 2013
|
|||
|
Country/Territory
|
|
|
|
||||||
|
Colombia
|
|
1
|
|
|
1
|
|
|
2
|
|
|
Panama
|
|
4
|
|
|
4
|
|
|
—
|
|
|
Costa Rica
|
|
5
|
|
|
5
|
|
|
—
|
|
|
Dominican Republic
|
|
3
|
|
|
3
|
|
|
—
|
|
|
Guatemala
|
|
3
|
|
|
3
|
|
|
—
|
|
|
El Salvador
|
|
2
|
|
|
2
|
|
|
—
|
|
|
Honduras
|
|
2
|
|
|
2
|
|
|
—
|
|
|
Trinidad
|
|
4
|
|
|
4
|
|
|
—
|
|
|
Aruba
|
|
1
|
|
|
1
|
|
|
—
|
|
|
Barbados
|
|
1
|
|
|
1
|
|
|
—
|
|
|
U.S. Virgin Islands
|
|
1
|
|
|
1
|
|
|
—
|
|
|
Jamaica
|
|
1
|
|
|
1
|
|
|
—
|
|
|
Nicaragua
|
|
1
|
|
|
1
|
|
|
—
|
|
|
Totals
|
|
29
|
|
|
29
|
|
|
2
|
|
|
•
|
Net warehouse club sales increased 14.4% over the prior year. The Company had one additional warehouse club for the fourth quarter of fiscal year 2012, compared to the fourth quarter of fiscal year 2011 (Barranquilla, Colombia was only open 12 days in fiscal year 2011). Comparable warehouse club sales (that is, sales in the warehouse clubs that have been open for greater than 13 1/2 calendar months) for the 13 weeks ending September 2, 2012 grew 10.1%.
|
|
•
|
Membership income for the fourth quarter of fiscal year 2012 increased 21.6% to $7.3 million on a 16% increase in membership accounts from August 31, 2011 to August 31, 2012 due in part to strong new member sign-ups in Barranquilla and overall twelve-month renewal rates of 88%.
|
|
•
|
Warehouse sales gross profits (net warehouse club sales, less associated cost of goods sold) for the quarter of fiscal year 2012 increased 19.7% over the prior year period and increased 67 basis points as a percent of net warehouse sales (0.67%), compared to the fourth quarter of last year.
|
|
•
|
Selling, general and administrative expenses, including pre-opening expenses decreased 69 basis points as a percentage of sales (0.69% of sales), compared to the same quarter last year. The fourth quarter of fiscal year 2011 included a $2.3 million depreciation charge to correct an error associated with prior periods.
|
|
•
|
Operating income for the fourth quarter of fiscal year 2012 was $27.9 million, an increase of $10.2 million over the fourth quarter of fiscal year 2011.
|
|
•
|
Provision for income taxes for the fourth quarter of fiscal year 2012 was $9.2 million for an effective tax rate of 34.1%. In the fourth quarter of last year the provision for taxes was $5.4 million for a tax rate of 29.9%, which included a $3.1 million prior period benefit resulting from a correction of an error.
|
|
•
|
Net income for the fourth quarter of fiscal year 2012 was $17.7 million, or $0.58 per diluted share, compared to $12.7 million, or $0.42 per diluted share, in the year earlier quarter.
|
|
•
|
Net warehouse club sales increased 19.4% to $2.0 billion for fiscal year 2012 and reflected the sales of one additional club in the year (Barranquilla, Colombia), compared to fiscal year 2011.
|
|
•
|
Membership income for fiscal year 2012 was $27.0 million, an increase of 18.1% compared to fiscal year 2011. The number of membership accounts at year end was 965,601.
|
|
•
|
Gross profits (net warehouse sales less associated cost of goods sold) increased 18.1%. Gross profits as a percent of net warehouse sales were 14.8% for the full year, a decrease of 16 basis points (0.16%) from fiscal year 2011.
|
|
•
|
Selling, General, and Administrative expenses, including pre-opening expenses improved 30 basis points as a percent of sales (0.30%).
|
|
•
|
Operating income for fiscal year 2012 was $107.9 million, an increase of 21.9% from the prior year.
|
|
•
|
Foreign exchange transactions resulted in a net loss of $525,000 for the fiscal year 2012 compared to a net gain in fiscal year 2011 of $3.1 million.
|
|
•
|
Net income for fiscal year 2012 was $67.6 million, or $2.24 per diluted share, compared to $61.8 million, or $2.07 per diluted share, in the prior year.
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
|
Amount
|
|
% Change
|
|
Amount
|
|
% Change
|
|
Amount
|
||||||||
|
Net Warehouse Club Sales
|
$
|
2,000,046
|
|
|
19.4
|
%
|
|
$
|
1,675,247
|
|
|
22.7
|
%
|
|
$
|
1,365,801
|
|
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
|
Amount
|
|
% of net
revenue
|
|
Amount
|
|
% of net
revenue
|
|
Amount
|
|
% of net
revenue
|
|||||||||
|
Latin America
|
$
|
1,316,305
|
|
|
65.8
|
%
|
|
$
|
1,060,620
|
|
|
63.3
|
%
|
|
$
|
838,864
|
|
|
61.4
|
%
|
|
Caribbean
|
683,741
|
|
|
34.2
|
%
|
|
614,627
|
|
|
36.7
|
%
|
|
526,937
|
|
|
38.6
|
%
|
|||
|
Net Warehouse Club Sales
|
$
|
2,000,046
|
|
|
100.0
|
%
|
|
$
|
1,675,247
|
|
|
100.0
|
%
|
|
$
|
1,365,801
|
|
|
100.0
|
%
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||
|
|
2012
|
|
2011
|
||||||||||
|
|
Year-over-year increase
|
|
% change
|
|
Year-over-year increase
|
|
% change
|
||||||
|
Latin America
|
$
|
255,685
|
|
|
24.1
|
%
|
|
$
|
221,756
|
|
|
26.4
|
%
|
|
Caribbean
|
69,114
|
|
|
11.2
|
%
|
|
87,690
|
|
|
16.6
|
%
|
||
|
Net Warehouse Club Sales
|
$
|
324,799
|
|
|
19.4
|
%
|
|
$
|
309,446
|
|
|
22.7
|
%
|
|
|
Fiscal Years Ended
August 31,
|
|
||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
|
Sundries (including health and beauty aids, tobacco, alcoholic beverages, soft drinks, cleaning and paper products and pet supplies)
|
26
|
%
|
|
26
|
%
|
|
27
|
%
|
|
Food (including candy, snack foods, dry and fresh foods)
|
53
|
%
|
|
52
|
%
|
|
51
|
%
|
|
Hardlines (including major appliances, small appliances, electronics, hardware, office supplies, garden and patio, sporting goods, business machines and automotive supplies)
|
13
|
%
|
|
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
|
%
|
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||
|
|
Amount
|
|
Increase from
prior year
|
|
%
Change
|
|
Amount
|
|
Increase from
prior year
|
|
%
Change
|
|
Amount
|
|||||||||||
|
Export sales
|
$
|
15,320
|
|
|
6,489
|
|
|
73.5
|
%
|
|
$
|
8,831
|
|
|
$
|
4,692
|
|
|
113.4
|
%
|
|
$
|
4,139
|
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
|
Amount
|
|
Increase from
prior year
|
|
%
Change
|
|
Amount
|
|
Increase from
prior year
|
|
%
Change
|
|
Amount
|
||||||||||||
|
Membership Income
|
$
|
26,957
|
|
|
$
|
4,140
|
|
|
18.1
|
%
|
|
$
|
22,817
|
|
|
$
|
3,075
|
|
|
15.6
|
%
|
|
$
|
19,742
|
|
|
Membership income % to net warehouse club sales
|
1.3
|
%
|
|
|
|
|
|
1.4
|
%
|
|
|
|
|
|
1.4
|
%
|
|||||||||
|
Number of total accounts
|
965,601
|
|
|
133,101
|
|
|
16.0
|
%
|
|
832,500
|
|
|
115,500
|
|
|
16.1
|
%
|
|
717,000
|
|
|||||
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
|
Amount
|
|
Increase from
prior year
|
|
%
Change
|
|
Amount
|
|
Increase from
prior year
|
|
%
Change
|
|
Amount
|
||||||||||||
|
Other income
|
$
|
8,422
|
|
|
$
|
1,070
|
|
|
14.6
|
%
|
|
$
|
7,352
|
|
|
$
|
1,143
|
|
|
18.4
|
%
|
|
$
|
6,209
|
|
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||
|
|
Amount
|
|
Increase from
prior year
|
|
% to sales
|
|
Amount
|
|
Increase from
prior year
|
|
% to sales
|
|
Amount
|
|
% to sales
|
|||||||||||||
|
Warehouse club sales
|
$
|
2,000,046
|
|
|
$
|
324,799
|
|
|
100.0
|
%
|
|
$
|
1,675,247
|
|
|
$
|
309,446
|
|
|
100.0
|
%
|
|
$
|
1,365,801
|
|
|
100.0
|
%
|
|
Less associated cost of goods
|
1,704,131
|
|
|
279,475
|
|
|
85.2
|
%
|
|
1,424,656
|
|
|
266,749
|
|
|
85.0
|
%
|
|
1,157,907
|
|
|
84.8
|
%
|
|||||
|
Warehouse gross profit margin
|
$
|
295,915
|
|
|
$
|
45,324
|
|
|
14.8
|
%
|
|
$
|
250,591
|
|
|
$
|
42,697
|
|
|
15.0
|
%
|
|
$
|
207,894
|
|
|
15.2
|
%
|
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||
|
|
Amount
|
|
Increase from
prior year
|
|
% to sales
|
|
Amount
|
|
Increase from
prior year
|
|
% to sales
|
|
Amount
|
|
% to sales
|
|||||||||||||
|
Export sales
|
$
|
15,320
|
|
|
$
|
6,489
|
|
|
100.0
|
%
|
|
$
|
8,831
|
|
|
$
|
4,692
|
|
|
100.0
|
%
|
|
$
|
4,139
|
|
|
100.0
|
%
|
|
Less associated cost of goods sold
|
14,649
|
|
|
6,277
|
|
|
95.6
|
%
|
|
8,372
|
|
|
4,482
|
|
|
94.8
|
%
|
|
3,890
|
|
|
94.0
|
%
|
|||||
|
Export sales gross profit margin
|
$
|
671
|
|
|
$
|
212
|
|
|
4.4
|
%
|
|
$
|
459
|
|
|
$
|
210
|
|
|
5.2
|
%
|
|
$
|
249
|
|
|
6.0
|
%
|
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||||||
|
|
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
|
$
|
182,401
|
|
|
9.1
|
%
|
|
$
|
27,582
|
|
|
17.8
|
%
|
|
$
|
154,819
|
|
|
9.2
|
%
|
|
$
|
28,545
|
|
|
22.6
|
%
|
|
$
|
126,274
|
|
|
9.2
|
%
|
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||||||
|
|
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
|
$
|
41,021
|
|
|
2.1
|
%
|
|
$
|
4,585
|
|
|
12.6
|
%
|
|
$
|
36,436
|
|
|
2.2
|
%
|
|
$
|
3,117
|
|
|
9.4
|
%
|
|
$
|
33,319
|
|
|
2.4
|
%
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
|
Amount
|
|
Increase
from
prior year
|
|
%
Change
|
|
Amount
|
|
Increase
from
prior year
|
|
%
Change
|
|
Amount
|
||||||||||||
|
Pre-opening expenses
|
$
|
617
|
|
|
$
|
(791
|
)
|
|
(56.2
|
)%
|
|
$
|
1,408
|
|
|
$
|
285
|
|
|
25.4
|
%
|
|
$
|
1,123
|
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||||||
|
|
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
|
$
|
107,926
|
|
|
5.4
|
%
|
|
19,370
|
|
|
21.9
|
%
|
|
$
|
88,556
|
|
|
5.3
|
%
|
|
$
|
15,196
|
|
|
20.7
|
%
|
|
$
|
73,360
|
|
|
5.4
|
%
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
|
|
Amount
|
|
Increase
from prior year
|
|
Amount
|
|
Increase
from prior year
|
|
Amount
|
||||||||||
|
Interest income
|
$
|
908
|
|
|
$
|
56
|
|
|
$
|
852
|
|
|
$
|
299
|
|
|
$
|
553
|
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
|
|
Amount
|
|
Increase from prior year
|
|
Amount
|
|
Increase
from prior year
|
|
Amount
|
||||||||||
|
Interest expense on loans
|
$
|
5,533
|
|
|
$
|
741
|
|
|
$
|
4,792
|
|
|
$
|
409
|
|
|
$
|
4,383
|
|
|
Capitalized interest
|
(250
|
)
|
|
626
|
|
|
(876
|
)
|
|
784
|
|
|
(1,660
|
)
|
|||||
|
Net interest expense
|
$
|
5,283
|
|
|
$
|
1,367
|
|
|
$
|
3,916
|
|
|
$
|
1,193
|
|
|
$
|
2,723
|
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
|
Amount
|
|
Increase from
prior year
|
|
%
Change
|
|
Amount
|
|
Increase from
prior year
|
|
%
Change
|
|
Amount
|
||||||||||||
|
Gain or (Loss) on sale of assets
|
$
|
(312
|
)
|
|
$
|
(1,075
|
)
|
|
(140.9
|
)%
|
|
$
|
763
|
|
|
$
|
1,267
|
|
|
(251.4
|
)%
|
|
$
|
(504
|
)
|
|
Currency Gain or (Loss)
|
(525
|
)
|
|
(3,626
|
)
|
|
(116.9
|
)
|
|
3,101
|
|
|
1,547
|
|
|
99.5
|
|
|
1,554
|
|
|||||
|
Total other income (expense)
|
$
|
(837
|
)
|
|
$
|
(4,701
|
)
|
|
(121.7
|
)%
|
|
$
|
3,864
|
|
|
$
|
2,814
|
|
|
268.0
|
%
|
|
$
|
1,050
|
|
|
|
Fiscal Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Other income (expense), net – as previously reported
|
$
|
(837
|
)
|
|
$
|
1,540
|
|
|
$
|
(483
|
)
|
|
Foreign exchange transaction gains reclassified from Cost of goods sold to Other income (expense), net
|
—
|
|
|
2,324
|
|
|
1,533
|
|
|||
|
Other income (expense), net – as currently reported
|
$
|
(837
|
)
|
|
$
|
3,864
|
|
|
$
|
1,050
|
|
|
|
Fiscal Years Ended August 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
|
Composition of Other income (expense), net – as previously reported:
|
|
|
|
|
|
|||
|
Gain/(loss) on sale
|
(312
|
)
|
|
763
|
|
|
(504
|
)
|
|
Currency gain/(loss)
|
(525
|
)
|
|
777
|
|
|
21
|
|
|
Composition of Other income (expense), net – as currently reported:
|
|
|
|
|
|
|||
|
Gain/(loss) on sale
|
(312
|
)
|
|
763
|
|
|
(504
|
)
|
|
Currency gain/(loss)
|
(525
|
)
|
|
3,101
|
|
|
1,554
|
|
|
|
Fiscal year 2012
|
||||||||||||||||||
|
Disposal Activity
|
Historical Cost
|
|
Accumulated Depreciation
|
|
Other Costs
|
|
Proceeds from disposal
|
|
Gain/(Loss) recognized
|
||||||||||
|
Disposal of assets no longer in use
|
4,700
|
|
|
4,250
|
|
|
—
|
|
|
138
|
|
|
(312
|
)
|
|||||
|
|
$
|
4,700
|
|
|
$
|
4,250
|
|
|
$
|
—
|
|
|
$
|
138
|
|
|
$
|
(312
|
)
|
|
|
Fiscal year 2011
|
||||||||||||||||||
|
Disposal Activity
|
Historical Cost
|
|
Accumulated Depreciation
|
|
Other Costs
|
|
Proceeds from disposal
|
|
Gain/(Loss) recognized
|
||||||||||
|
Sale of property in Panama
(1)
|
$
|
8,717
|
|
|
$
|
2,748
|
|
|
$
|
(188
|
)
|
|
$
|
7,406
|
|
|
$
|
1,249
|
|
|
Disposal of assets no longer in use
|
9,248
|
|
|
8,580
|
|
|
—
|
|
|
182
|
|
|
(486
|
)
|
|||||
|
|
$
|
17,965
|
|
|
$
|
11,328
|
|
|
$
|
(188
|
)
|
|
$
|
7,588
|
|
|
$
|
763
|
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
|
|
Amount
|
|
Increase/(decrease)
from prior year
|
|
Amount
|
|
Increase/(decrease)
from prior year
|
|
Amount
|
||||||||||
|
Current tax expense
|
$
|
33,918
|
|
|
$
|
7,843
|
|
|
$
|
26,075
|
|
|
$
|
7,481
|
|
|
$
|
18,594
|
|
|
Net deferred tax provision (benefit)
|
$
|
1,135
|
|
|
$
|
(258
|
)
|
|
$
|
1,393
|
|
|
$
|
(2,800
|
)
|
|
$
|
4,193
|
|
|
Provision for income taxes
|
$
|
35,053
|
|
|
$
|
7,585
|
|
|
$
|
27,468
|
|
|
$
|
4,681
|
|
|
$
|
22,787
|
|
|
Effective tax rate
|
34.1
|
%
|
|
|
|
30.7
|
%
|
|
|
|
31.5
|
%
|
|||||||
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
|
|
Amount
|
|
Decrease in Loss from Prior Year
|
|
Amount
|
|
Increase in Loss from Prior Year
|
|
Amount
|
||||||||||
|
Loss of Unconsolidated Affiliates
|
$
|
(15
|
)
|
|
$
|
37
|
|
|
$
|
(52
|
)
|
|
$
|
(30
|
)
|
|
$
|
(22
|
)
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
|
|
Amount
|
|
Increase/(decrease)
from prior year
|
|
Amount
|
|
Increase/(decrease)
from prior year
|
|
Amount
|
||||||||||
|
Net income attributable to noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
(132
|
)
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
|
Amount
|
|
Increase/(decrease) from prior year
|
|
%
Change
|
|
Amount
|
|
Increase/
(decrease) from
prior year
|
|
%
Change
|
|
Amount
|
||||||||||||
|
Income from Continuing Operations
|
$
|
67,646
|
|
|
$
|
5,810
|
|
|
9.4
|
%
|
|
$
|
61,836
|
|
|
$
|
12,405
|
|
|
25.1
|
%
|
|
$
|
49,431
|
|
|
|
Fiscal Years Ended August 31,
|
|||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||
|
|
Amount
|
|
Increase/
(decrease) from
prior year
|
|
%
Change
|
|
Amount
|
|
Increase/
(decrease) from
prior year
|
|
%
Change
|
|
Amount
|
|||||||||||
|
Income (loss) from discontinued operations, net of tax
|
$
|
(25
|
)
|
|
61
|
|
|
(70.9
|
)%
|
|
$
|
(86
|
)
|
|
$
|
(102
|
)
|
|
(637.5
|
)%
|
|
$
|
16
|
|
|
|
As of August 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Cash and cash equivalents
|
$
|
91,248
|
|
|
$
|
76,817
|
|
|
|
Fiscal Years Ended
August 31,
|
|
|||||
|
|
2012
|
|
2011
|
||||
|
Net cash provided by (used in) continuing operating activities
|
$
|
89,465
|
|
|
$
|
75,526
|
|
|
Net cash provided by (used in) discontinued operations
|
424
|
|
|
73
|
|
||
|
Net cash provided by (used in) investing activities
|
(52,567
|
)
|
|
(39,445
|
)
|
||
|
Net cash provided by (used in) financing activities
|
(25,082
|
)
|
|
(30,640
|
)
|
||
|
Effect of exchange rates
|
2,191
|
|
|
(2,043
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
$
|
14,431
|
|
|
$
|
3,471
|
|
|
|
Fiscal Years Ended August 31,
|
|
Increase/(Decrease)
|
||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 to 2011
|
|
2011 to 2010
|
||||||||||
|
Net Income from Operating Activities
|
$
|
67,621
|
|
|
$
|
61,750
|
|
|
$
|
49,447
|
|
|
$
|
5,871
|
|
|
$
|
12,303
|
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Depreciation and amortization
|
23,739
|
|
|
21,154
|
|
|
15,260
|
|
|
2,585
|
|
|
5,894
|
|
|||||
|
Loss /(Gain) on sale of assets
|
312
|
|
|
486
|
|
|
504
|
|
|
(174
|
)
|
|
(18
|
)
|
|||||
|
Gain on sale of excess real estate In Panama
|
—
|
|
|
(1,249
|
)
|
|
—
|
|
|
1,249
|
|
|
(1,249
|
)
|
|||||
|
Asset impairment and Closure costs
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
(18
|
)
|
|||||
|
Deferred income taxes
|
2,128
|
|
|
642
|
|
|
3,562
|
|
|
1,486
|
|
|
(2,920
|
)
|
|||||
|
Stock-based compensation expenses
|
4,031
|
|
|
3,285
|
|
|
3,835
|
|
|
746
|
|
|
(550
|
)
|
|||||
|
Other non-cash operating activities
|
11
|
|
|
128
|
|
|
11
|
|
|
(117
|
)
|
|
117
|
|
|||||
|
Net non-cash related expenses
|
30,221
|
|
|
24,446
|
|
|
23,190
|
|
|
5,775
|
|
|
1,256
|
|
|||||
|
Net Income from operating activities reconciled for non-cash operating activities
|
97,842
|
|
|
86,196
|
|
|
72,637
|
|
|
11,646
|
|
|
13,559
|
|
|||||
|
Changes in Operating Assets and Liabilities not including Merchandise Inventories
|
15,434
|
|
|
35,373
|
|
|
25,707
|
|
|
(19,939
|
)
|
|
9,666
|
|
|||||
|
Changes in Merchandise Inventories
|
(23,811
|
)
|
|
(46,043
|
)
|
|
(15,349
|
)
|
|
22,232
|
|
|
(30,694
|
)
|
|||||
|
Net cash provided by discontinued operating activities
|
424
|
|
|
73
|
|
|
34
|
|
|
351
|
|
|
39
|
|
|||||
|
Net cash provided by (used in) operating activities
|
89,889
|
|
|
$
|
75,599
|
|
|
83,029
|
|
|
14,290
|
|
|
(7,430
|
)
|
||||
|
|
Fiscal Years Ended August 31,
|
|
Increase/(Decrease)
|
||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 to 2011
|
|
2011 to 2010
|
||||||||||
|
Land acquisitions
|
$
|
10,943
|
|
|
$
|
6,814
|
|
|
$
|
6,700
|
|
|
$
|
4,129
|
|
|
$
|
114
|
|
|
Warehouse club expansion, construction, and land improvements
|
25,998
|
|
|
24,859
|
|
|
28,524
|
|
|
1,139
|
|
|
(3,665
|
)
|
|||||
|
Acquisition of fixtures and equipment
|
15,764
|
|
|
15,360
|
|
|
14,983
|
|
|
404
|
|
|
377
|
|
|||||
|
Increase in joint venture investment Panama
|
—
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
(433
|
)
|
|||||
|
Proceeds on sale of excess real estate in Panama
|
—
|
|
|
(7,406
|
)
|
|
—
|
|
|
7,406
|
|
|
(7,406
|
)
|
|||||
|
Acquisition of 5% non-controlling interest, Trinidad
|
—
|
|
|
—
|
|
|
3,800
|
|
|
—
|
|
|
(3,800
|
)
|
|||||
|
Proceeds from disposals of property and equipment
|
(138
|
)
|
|
(182
|
)
|
|
(282
|
)
|
|
44
|
|
|
100
|
|
|||||
|
Net cash flows (provided by) used in investing activities
|
$
|
52,567
|
|
|
$
|
39,445
|
|
|
$
|
54,158
|
|
|
$
|
13,122
|
|
|
$
|
(14,713
|
)
|
|
|
Fiscal Years Ended August 31,
|
|
Increase/(Decrease)
|
||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 to 2011
|
|
2011 to 2010
|
||||||||||
|
New bank loans, offset by establishment of certificates of deposit held against loans and payments on existing bank loans
|
$
|
(5,335
|
)
|
|
$
|
(10,891
|
)
|
|
$
|
13,982
|
|
|
$
|
5,556
|
|
|
$
|
(24,873
|
)
|
|
Cash dividend payments
|
(18,120
|
)
|
|
(17,934
|
)
|
|
(14,895
|
)
|
|
(186
|
)
|
|
(3,039
|
)
|
|||||
|
Stockholder contribution
|
—
|
|
|
—
|
|
|
396
|
|
|
—
|
|
|
(396
|
)
|
|||||
|
Proceeds from exercise of stock options and the tax benefit related to stock options
|
1,527
|
|
|
896
|
|
|
816
|
|
|
631
|
|
|
80
|
|
|||||
|
Purchase of treasury stock related to vesting of restricted stock
|
(3,154
|
)
|
|
(2,711
|
)
|
|
(1,434
|
)
|
|
(443
|
)
|
|
(1,277
|
)
|
|||||
|
Net cash provided (used) in financing activities
|
$
|
(25,082
|
)
|
|
$
|
(30,640
|
)
|
|
$
|
(1,135
|
)
|
|
$
|
5,558
|
|
|
$
|
(29,505
|
)
|
|
Subsidiary
|
|
Date entered into
|
|
Derivative Financial Counter-party
|
|
Derivative Financial Instruments
|
|
Initial US Notional Amount
|
|
Bank US loan Held with
|
|
Effective Period of Swap
|
||
|
Colombia
|
|
21-Feb-12
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
$
|
8,000,000
|
|
|
Bank of Nova Scotia
|
|
February 21, 2012 - February 21, 2017
|
|
Colombia
|
|
17-Nov-11
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
$
|
8,000,000
|
|
|
Citibank, N.A.
|
|
November 3, 2011 - November 3, 2013
|
|
Colombia
|
|
21-Oct-11
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
$
|
2,000,000
|
|
|
Bank of Nova Scotia
|
|
July 29, 2011 - April 1, 2016
|
|
Colombia
|
|
21-Oct-11
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
$
|
6,000,000
|
|
|
Bank of Nova Scotia
|
|
September 29, 2011 - April 1, 2016
|
|
Colombia
|
|
5-May-11
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
$
|
8,000,000
|
|
|
Bank of Nova Scotia
|
|
April 1, 2011 - April 1, 2016
|
|
Trinidad
|
|
20-Nov-08
|
|
Royal Bank of Trinidad & Tobago
|
|
Interest rate swaps
|
|
$
|
8,900,000
|
|
|
Royal Bank of Trinidad & Tobago
|
|
September 25, 2008 - September 26, 2013
|
|
Barbados
|
|
13-Feb-08
|
|
Citibank, N.A.
|
|
Interest rate swaps
|
|
$
|
4,500,000
|
|
|
Citibank, N.A.
|
|
November 15, 2007 - November 14, 2012
|
|
|
|
Derivatives
|
||||||||||
|
|
|
August 31, 2012
|
|
August 31, 2011
|
||||||||
|
Derivatives designated as cash flow hedging instruments
|
|
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
|
Cross currency interest rate swap
(2)
|
|
Other non-current assets
|
|
$
|
—
|
|
|
Other non-current assets
|
|
$
|
—
|
|
|
Interest rate swaps
(1)
|
|
Other long-term liabilities
|
|
$
|
(216
|
)
|
|
Other long-term liabilities
|
|
$
|
(544
|
)
|
|
Cross currency interest rate swap
(2)
|
|
Other long-term liabilities
|
|
(983
|
)
|
|
Other long-term liabilities
|
|
(340
|
)
|
||
|
Net fair value of derivatives designated as hedging instruments - asset (liability)
(3)
|
|
|
|
$
|
(1,199
|
)
|
|
|
|
$
|
(884
|
)
|
|
(1)
|
The effective portion of the interest rate swaps was recorded as a loss to Accumulated other comprehensive loss for
$162,000
and
$408,000
net of tax, as of
August 31, 2012
and
2011
, respectively. The Company has recorded a deferred tax asset of
$54,000
and
$136,000
as of
August 31, 2012
and
2011
, respectively.
|
|
(2)
|
The effective portion of the cross currency interest rate swaps was recorded to Accumulated other comprehensive loss for
$983,000
and
$340,000
as of
August 31, 2012
and
2011
, respectively. The Company has recorded a valuation allowance on the related deferred tax asset.
|
|
(3)
|
Derivatives listed on the above table were designated as cash flow hedging instruments.
|
|
Subsidiary
|
|
Date entered into
|
|
Derivative Financial Counter-party
|
|
Derivative Financial Instruments
|
|
Notional Amount
(in thousands)
|
|
Settlement Date
|
|
Effective Period of Forward
|
||
|
Colombia
|
|
June 5, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
$
|
500,000
|
|
|
October 18, 2012
|
|
June 5, 2012 - October 18, 2012
|
|
Colombia
|
|
June 14, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
$
|
500,000
|
|
|
November 15, 2012
|
|
June 14, 2012 - November 15, 2012
|
|
Colombia
|
|
July 18, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
$
|
500,000
|
|
|
November 30, 2012
|
|
July 18, 2012 - November 30, 2012
|
|
Colombia
|
|
August 22, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
$
|
1,000,000
|
|
|
September 21, 2012
|
|
August 22, 2012 - September 21, 2012
|
|
Colombia
|
|
August 30, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
$
|
1,000,000
|
|
|
October 5, 2012
|
|
August 30, 2012 - October 5, 2012
|
|
|
|
|
Facilities Used
|
|
|
|
|
|||||||||||
|
|
Total Amount of Facilities
|
|
Short-term Borrowings
|
|
Letters of Credit
|
|
Facilities Available
|
|
Weighted average interest rate of loans outstanding
|
|||||||||
|
August 31, 2012
|
$
|
36,967
|
|
|
$
|
—
|
|
|
$
|
774
|
|
|
$
|
36,193
|
|
|
N/A
|
|
|
August 31, 2011
|
$
|
28,033
|
|
|
$
|
2,259
|
|
|
$
|
453
|
|
|
$
|
25,321
|
|
|
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)
|
$
|
12,033
|
|
|
$
|
41,392
|
|
|
$
|
34,078
|
|
|
$
|
5,755
|
|
|
$
|
93,258
|
|
|
Operating leases(2)
|
7,194
|
|
|
14,230
|
|
|
13,150
|
|
|
36,798
|
|
|
$
|
71,372
|
|
||||
|
Additional capital contribution commitments to
joint ventures(3) |
3,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
3,663
|
|
||||
|
Data recovery services(4)
|
24
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
$
|
135
|
|
||||
|
Distribution center services(5)
|
94
|
|
|
197
|
|
|
—
|
|
|
—
|
|
|
$
|
291
|
|
||||
|
Total
|
$
|
23,008
|
|
|
$
|
55,930
|
|
|
$
|
47,228
|
|
|
$
|
42,553
|
|
|
$
|
168,719
|
|
|
(1)
|
Long-term debt includes debt with both fixed and variable interest rates. The Company has used variable rates as of
August 31, 2012
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 $965,000 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. On September 26, 2012 the Company increased its equity participation in its 50% interest in the entity, Price Plaza Alajuela,
|
|
(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
2012
|
|
(b)
Average Price
Paid Per Share
2012
|
|
(a)
Total Number of
Shares Purchased
2011
|
|
(b)
Average Price
Paid Per Share
2011
|
||||||
|
1
st
quarter ended November 30,
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
2
nd
quarter ended February 28 or February 29,
|
41,910
|
|
|
$
|
67.82
|
|
|
64,837
|
|
|
$
|
37.39
|
|
|
3
rd
quarter ended May 31,
|
2,418
|
|
|
$
|
71.80
|
|
|
2,599
|
|
|
$
|
34.65
|
|
|
4
th
quarter ended August 31,
|
2,045
|
|
|
$
|
68.89
|
|
|
1,710
|
|
|
$
|
61.20
|
|
|
Total fiscal year
|
46,373
|
|
|
$
|
68.07
|
|
|
69,146
|
|
|
$
|
44.41
|
|
|
Period
|
(a)
Total Number of
Shares Re-issued
2012
|
|
(b)
Average Cost
Paid Per Share
2012
|
|
(a)
Total Number of
Shares Re-issued
2011
|
|
(b)
Average Cost
Paid Per Share
2011
|
||||||
|
1
st
quarter ended November 30,
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2
nd
quarter ended February 28 or February 29,
|
196,850
|
|
|
$
|
25.16
|
|
|
—
|
|
|
—
|
|
|
|
3
rd
quarter ended May 31,
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4
th
quarter ended August 31,
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total fiscal year
|
196,850
|
|
|
$
|
25.16
|
|
|
—
|
|
|
$
|
—
|
|
|
▪
|
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.
|
|
|
Fiscal Years Ended August 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
Other income (expense), net – as previously reported
|
$
|
(837
|
)
|
|
$
|
1,540
|
|
|
$
|
(483
|
)
|
|
$
|
(539
|
)
|
|
$
|
(346
|
)
|
|
Foreign exchange transaction gains reclassified from Cost of goods sold to Other income (expense), net
|
—
|
|
|
2,324
|
|
|
1,533
|
|
|
(1,425
|
)
|
|
1,642
|
|
|||||
|
Other income (expense), net – as currently reported
|
$
|
(837
|
)
|
|
$
|
3,864
|
|
|
$
|
1,050
|
|
|
$
|
(1,964
|
)
|
|
$
|
1,296
|
|
|
|
Fiscal Years Ended August 31,
|
|||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
|
Composition of Other income (expense), net – as previously reported:
|
|
|
|
|
|
|
|
|
|
|||||
|
Gain/(loss) on sale
|
(312
|
)
|
|
763
|
|
|
(504
|
)
|
|
(508
|
)
|
|
(330
|
)
|
|
Currency gain/(loss)
|
(525
|
)
|
|
777
|
|
|
21
|
|
|
(31
|
)
|
|
(16
|
)
|
|
Composition of Other income (expense), net – as currently reported:
|
|
|
|
|
|
|
|
|
|
|||||
|
Gain/(loss) on sale
|
(312
|
)
|
|
763
|
|
|
(504
|
)
|
|
(508
|
)
|
|
(330
|
)
|
|
Currency gain/(loss)
|
(525
|
)
|
|
3,101
|
|
|
1,554
|
|
|
(1,456
|
)
|
|
1,626
|
|
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Other Comprehensive Income or Loss:
|
|
|
|
|
|
||||||
|
Unrealized expense on defined benefit plan, net of tax
(1)
|
$
|
199
|
|
|
$
|
(273
|
)
|
|
$
|
—
|
|
|
Change in fair value of interest rate swaps, net of tax
(2)
|
(398
|
)
|
|
(172
|
)
|
|
(112
|
)
|
|||
|
Foreign currency translation differences for merger of foreign operations
(3)
|
(5,604
|
)
|
|
—
|
|
|
—
|
|
|||
|
Correction of foreign currency translations for prior years related to foreign operations affecting Property and equipment, net
(3)
|
(3,277
|
)
|
|
(4,851
|
)
|
|
—
|
|
|||
|
Foreign currency translation differences for foreign operations
|
(1,187
|
)
|
|
(947
|
)
|
|
670
|
|
|||
|
Other Comprehensive Income or Loss, net of tax
|
$
|
(10,267
|
)
|
|
$
|
(6,243
|
)
|
|
$
|
558
|
|
|
Country/Territory
|
|
Number of
Warehouse Clubs
In Operation
|
|
Currency
|
|
|
Colombia
|
|
1
|
|
|
Colombian Peso
|
|
Panama
|
|
4
|
|
|
U.S. Dollar
|
|
Costa Rica
|
|
5
|
|
|
Costa Rican Colon
|
|
Dominican Republic
|
|
3
|
|
|
Dominican Republic Peso
|
|
Guatemala
|
|
3
|
|
|
Guatemalan Quetzal
|
|
El Salvador
|
|
2
|
|
|
U.S. Dollar
|
|
Honduras
|
|
2
|
|
|
Honduran Lempira
|
|
Trinidad
|
|
4
|
|
|
Trinidad Dollar
|
|
Aruba
|
|
1
|
|
|
Aruba Florin
|
|
Barbados
|
|
1
|
|
|
Barbados Dollar
|
|
U.S. Virgin Islands
|
|
1
|
|
|
U.S. Dollar
|
|
Jamaica
|
|
1
|
|
|
Jamaican Dollar
|
|
Nicaragua
|
|
1
|
|
|
Nicaragua Cordoba Oro
|
|
Totals
|
|
29
|
|
|
|
|
PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
|
|||||||
|
|
August 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
ASSETS
|
|
|
|
||||
|
Current Assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
91,248
|
|
|
$
|
76,817
|
|
|
Short-term restricted cash
|
1,241
|
|
|
1,240
|
|
||
|
Receivables, net of allowance for doubtful accounts of $1 and $5 as of August 31, 2012 and 2011, respectively
|
6,231
|
|
|
3,655
|
|
||
|
Merchandise inventories
|
201,043
|
|
|
177,232
|
|
||
|
Deferred tax assets – current
|
5,619
|
|
|
4,252
|
|
||
|
Prepaid expenses and other current assets
|
31,232
|
|
|
29,117
|
|
||
|
Assets of discontinued operations
|
—
|
|
|
464
|
|
||
|
Total current assets
|
336,614
|
|
|
292,777
|
|
||
|
Long-term restricted cash
|
36,505
|
|
|
22,626
|
|
||
|
Property and equipment, net
|
297,845
|
|
|
281,111
|
|
||
|
Goodwill
|
36,886
|
|
|
37,361
|
|
||
|
Deferred tax assets – long term
|
14,835
|
|
|
17,000
|
|
||
|
Other non-current assets
|
5,468
|
|
|
5,390
|
|
||
|
Investment in unconsolidated affiliates
|
7,559
|
|
|
8,063
|
|
||
|
Total Assets
|
$
|
735,712
|
|
|
$
|
664,328
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
|
Current Liabilities:
|
|
|
|
|
|
||
|
Short-term borrowings
|
$
|
—
|
|
|
$
|
2,259
|
|
|
Accounts payable
|
173,198
|
|
|
163,432
|
|
||
|
Accrued salaries and benefits
|
14,729
|
|
|
11,681
|
|
||
|
Deferred membership income
|
13,747
|
|
|
11,416
|
|
||
|
Income taxes payable
|
8,578
|
|
|
7,655
|
|
||
|
Other accrued expenses
|
17,130
|
|
|
12,556
|
|
||
|
Long-term debt, current portion
|
7,237
|
|
|
7,771
|
|
||
|
Deferred tax liability – current
|
122
|
|
|
533
|
|
||
|
Liabilities of discontinued operations
|
—
|
|
|
40
|
|
||
|
Total current liabilities
|
234,741
|
|
|
217,343
|
|
||
|
Deferred tax liability – long-term
|
2,191
|
|
|
1,888
|
|
||
|
Long-term portion of deferred rent
|
4,336
|
|
|
4,143
|
|
||
|
Long-term income taxes payable, net of current portion
|
2,512
|
|
|
3,310
|
|
||
|
Long-term debt, net of current portion
|
71,422
|
|
|
60,451
|
|
||
|
Other long-term liabilities (includes $1.2 million and $884 for the fair value of derivative instruments and $396 and $471 for the defined benefit plans as of August 31, 2012 and 2011, respectively)
|
1,596
|
|
|
1,355
|
|
||
|
Total liabilities
|
316,798
|
|
|
288,490
|
|
||
|
PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data) - continued
|
|||||||
|
|
August 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Equity:
|
|
|
|
|
|
||
|
Common stock, $0.0001 par value, 45,000,000 shares authorized; 30,855,651 and 30,695,933 shares issued and 30,210,225 and 29,900,030 shares outstanding (net of treasury shares) as of August 31, 2012 and 2011, respectively.
|
3
|
|
|
3
|
|
||
|
Additional paid-in capital
|
384,154
|
|
|
383,549
|
|
||
|
Tax benefit from stock-based compensation
|
6,680
|
|
|
5,242
|
|
||
|
Accumulated other comprehensive loss
|
(33,182
|
)
|
|
(22,915
|
)
|
||
|
Retained earnings
|
77,739
|
|
|
28,238
|
|
||
|
Less: treasury stock at cost; 645,426 and 795,903 shares as of August 31, 2012 and 2011, respectively.
|
(16,480
|
)
|
|
(18,279
|
)
|
||
|
Total equity
|
418,914
|
|
|
375,838
|
|
||
|
Total Liabilities and Equity
|
$
|
735,712
|
|
|
$
|
664,328
|
|
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Net warehouse club sales
|
$
|
2,000,046
|
|
|
$
|
1,675,247
|
|
|
$
|
1,365,801
|
|
|
Export sales
|
15,320
|
|
|
8,831
|
|
|
4,139
|
|
|||
|
Membership income
|
26,957
|
|
|
22,817
|
|
|
19,742
|
|
|||
|
Other income
|
8,422
|
|
|
7,352
|
|
|
6,209
|
|
|||
|
Total revenues
|
2,050,745
|
|
|
1,714,247
|
|
|
1,395,891
|
|
|||
|
Operating expenses:
|
|
|
|
|
|
||||||
|
Cost of goods sold:
|
|
|
|
|
|
||||||
|
Net warehouse club
|
1,704,131
|
|
|
1,424,656
|
|
|
1,157,907
|
|
|||
|
Export
|
14,649
|
|
|
8,372
|
|
|
3,890
|
|
|||
|
Selling, general and administrative:
|
|
|
|
|
|
||||||
|
Warehouse club operations
|
182,401
|
|
|
154,819
|
|
|
126,274
|
|
|||
|
General and administrative
|
41,021
|
|
|
36,436
|
|
|
33,319
|
|
|||
|
Pre-opening expenses
|
617
|
|
|
1,408
|
|
|
1,123
|
|
|||
|
Asset impairment and closure costs (income)
|
—
|
|
|
—
|
|
|
18
|
|
|||
|
Total operating expenses
|
1,942,819
|
|
|
1,625,691
|
|
|
1,322,531
|
|
|||
|
Operating income
|
107,926
|
|
|
88,556
|
|
|
73,360
|
|
|||
|
Other income (expense):
|
|
|
|
|
|
||||||
|
Interest income
|
908
|
|
|
852
|
|
|
553
|
|
|||
|
Interest expense
|
(5,283
|
)
|
|
(3,916
|
)
|
|
(2,723
|
)
|
|||
|
Other income (expense), net
|
(837
|
)
|
|
3,864
|
|
|
1,050
|
|
|||
|
Total other income (expense)
|
(5,212
|
)
|
|
800
|
|
|
(1,120
|
)
|
|||
|
Income from continuing operations before provision for income taxes and loss of unconsolidated affiliates
|
102,714
|
|
|
89,356
|
|
|
72,240
|
|
|||
|
Provision for income taxes
|
(35,053
|
)
|
|
(27,468
|
)
|
|
(22,787
|
)
|
|||
|
Income (loss) of unconsolidated affiliates
|
(15
|
)
|
|
(52
|
)
|
|
(22
|
)
|
|||
|
Income from continuing operations
|
67,646
|
|
|
61,836
|
|
|
49,431
|
|
|||
|
Income (loss) from discontinued operations, net of tax
|
(25
|
)
|
|
(86
|
)
|
|
16
|
|
|||
|
Net income including noncontrolling interests
|
$
|
67,621
|
|
|
$
|
61,750
|
|
|
$
|
49,447
|
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(132
|
)
|
|||
|
Net income attributable to PriceSmart
|
$
|
67,621
|
|
|
$
|
61,750
|
|
|
$
|
49,315
|
|
|
Net income per share attributable to PriceSmart and available for distribution:
|
|
|
|
|
|
||||||
|
Basic net income per share from continuing operations
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.66
|
|
|
Basic net income per share from discontinued operations, net of tax
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Basic net income per share
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.66
|
|
|
Diluted net income per share from continuing operations
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.65
|
|
|
Diluted net income per share from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Diluted net income per share
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.65
|
|
|
Shares used in per share computations:
|
|
|
|
|
|
||||||
|
Basic
|
29,554
|
|
|
29,441
|
|
|
29,254
|
|
|||
|
Diluted
|
29,566
|
|
|
29,450
|
|
|
29,279
|
|
|||
|
Dividends per share
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.50
|
|
|
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED AUGUST 31, 2012
(amounts in thousands)
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in
|
|
Tax benefit from stock-based
|
|
Accumulated other comprehensive
|
|
Retained Earnings (Accumulated
|
|
Treasury Stock
|
|
Total PriceSmart Stockholders'
|
|
Non-Controlling
|
|
|
||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
compensation
|
|
loss
|
|
deficit)
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interest
|
|
Total Equity
|
||||||||||||||||||||
|
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
|
|
|||||||||
|
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED AUGUST 31, 2012 - Continued
(amounts in thousands)
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in
|
|
Tax benefit from stock-based
|
|
Accumulated other comprehensive
|
|
Retained Earnings (Accumulated
|
|
Treasury Stock
|
|
Total PriceSmart Stockholders'
|
|
Non-Controlling
|
|
|
||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
compensation
|
|
loss
|
|
deficit)
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interest
|
|
Total Equity
|
||||||||||||||||||||
|
Translation adjustment to record merger of subsidiaries and correction to translation of Property and Equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,851
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,851
|
)
|
|
—
|
|
|
(4,851
|
)
|
|||||||||
|
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(947
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(947
|
)
|
|
—
|
|
|
(947
|
)
|
|||||||||
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,507
|
|
|
—
|
|
|
55,507
|
|
|||||||||
|
Balance at August 31, 2011
|
30,696
|
|
|
$
|
3
|
|
|
$
|
383,549
|
|
|
$
|
5,242
|
|
|
$
|
(22,915
|
)
|
|
$
|
28,238
|
|
|
796
|
|
|
$
|
(18,279
|
)
|
|
$
|
375,838
|
|
|
$
|
—
|
|
|
$
|
375,838
|
|
|
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
(3,154
|
)
|
|
(3,154
|
)
|
|
—
|
|
|
(3,154
|
)
|
|||||||||
|
Issuance of treasury stock
|
(197
|
)
|
|
—
|
|
|
(4,953
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
4,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Issuance of restricted stock award
|
353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Forfeiture of restricted stock awards
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Exercise of stock options
|
6
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|||||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,469
|
|
|
1,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,907
|
|
|
—
|
|
|
6,907
|
|
|||||||||
|
Dividend paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,120
|
)
|
|
—
|
|
|
—
|
|
|
(18,120
|
)
|
|
—
|
|
|
(18,120
|
)
|
|||||||||
|
Change in fair value of interest rate swaps, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
|
—
|
|
|
(398
|
)
|
|||||||||
|
Unrealized expense on defined benefit plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
199
|
|
|||||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,621
|
|
|
—
|
|
|
—
|
|
|
67,621
|
|
|
—
|
|
|
67,621
|
|
|||||||||
|
Translation adjustment to record merger of subsidiaries and correction to translation of Property and Equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,881
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,881
|
)
|
|
—
|
|
|
(8,881
|
)
|
|||||||||
|
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,187
|
)
|
|
—
|
|
|
(1,187
|
)
|
|||||||||
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,354
|
|
|
—
|
|
|
57,354
|
|
|||||||||
|
Balance at August 31, 2012
|
30,856
|
|
|
$
|
3
|
|
|
$
|
384,154
|
|
|
$
|
6,680
|
|
|
$
|
(33,182
|
)
|
|
$
|
77,739
|
|
|
645
|
|
|
$
|
(16,480
|
)
|
|
$
|
418,914
|
|
|
$
|
—
|
|
|
$
|
418,914
|
|
|
PRICESMART, INC.
(amounts in thousands)
|
|||||||||||
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Operating Activities:
|
|
|
|
|
|
||||||
|
Net income including noncontrolling interests
|
$
|
67,621
|
|
|
$
|
61,750
|
|
|
$
|
49,447
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
23,739
|
|
|
21,154
|
|
|
15,260
|
|
|||
|
Allowance for doubtful accounts
|
(4
|
)
|
|
(10
|
)
|
|
5
|
|
|||
|
Asset impairment and closure costs
|
—
|
|
|
—
|
|
|
18
|
|
|||
|
Loss on sale of property and equipment
|
312
|
|
|
486
|
|
|
504
|
|
|||
|
Gain on sale of excess real estate in Panama
|
—
|
|
|
(1,249
|
)
|
|
—
|
|
|||
|
Deferred income taxes
|
2,128
|
|
|
642
|
|
|
3,562
|
|
|||
|
Discontinued operations
|
—
|
|
|
86
|
|
|
(16
|
)
|
|||
|
Excess tax (benefit) deficiency on stock-based compensation
|
(1,438
|
)
|
|
(752
|
)
|
|
57
|
|
|||
|
Equity in losses of unconsolidated affiliates
|
15
|
|
|
52
|
|
|
22
|
|
|||
|
Stock-based compensation
|
5,469
|
|
|
4,037
|
|
|
3,778
|
|
|||
|
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
|
5,668
|
|
|
(3,657
|
)
|
|
2,718
|
|
|||
|
Merchandise inventories
|
(23,811
|
)
|
|
(46,043
|
)
|
|
(15,349
|
)
|
|||
|
Accounts payable
|
9,766
|
|
|
39,030
|
|
|
22,989
|
|
|||
|
Net cash provided by (used in) continuing operating activities
|
89,465
|
|
|
75,526
|
|
|
82,995
|
|
|||
|
Net cash provided by (used in) discontinued operating activities
|
424
|
|
|
73
|
|
|
34
|
|
|||
|
Net cash provided by (used in) operating activities
|
89,889
|
|
|
75,599
|
|
|
83,029
|
|
|||
|
Investing Activities:
|
|
|
|
|
|
||||||
|
Additions to property and equipment
|
(52,705
|
)
|
|
(47,033
|
)
|
|
(50,207
|
)
|
|||
|
Proceeds from disposal of property and equipment
|
138
|
|
|
182
|
|
|
282
|
|
|||
|
Proceeds on sale of excess real estate in Panama
|
—
|
|
|
7,406
|
|
|
—
|
|
|||
|
Purchase of 5% Trinidad noncontrolling interest
|
—
|
|
|
—
|
|
|
(3,800
|
)
|
|||
|
Capital contribution to Panama joint venture
|
—
|
|
|
—
|
|
|
(433
|
)
|
|||
|
Net cash flows provided by (used in) investing activities
|
(52,567
|
)
|
|
(39,445
|
)
|
|
(54,158
|
)
|
|||
|
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(amounts in thousands)
|
|||||||||||
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Financing Activities:
|
|
|
|
|
|
||||||
|
Proceeds from bank borrowings
|
75,924
|
|
|
45,261
|
|
|
44,904
|
|
|||
|
Repayment of bank borrowings
|
(67,259
|
)
|
|
(39,232
|
)
|
|
(24,922
|
)
|
|||
|
Cash dividend payments
|
(18,120
|
)
|
|
(17,934
|
)
|
|
(14,895
|
)
|
|||
|
Release of (addition to) restricted cash
|
(14,000
|
)
|
|
(16,920
|
)
|
|
(6,000
|
)
|
|||
|
Stockholder contribution
|
—
|
|
|
—
|
|
|
396
|
|
|||
|
Excess tax (deficiency) benefit on stock-based compensation
|
1,438
|
|
|
752
|
|
|
(57
|
)
|
|||
|
Purchase of treasury stock
|
(3,154
|
)
|
|
(2,711
|
)
|
|
(1,434
|
)
|
|||
|
Proceeds from exercise of stock options
|
89
|
|
|
144
|
|
|
873
|
|
|||
|
Net cash provided by (used in) financing activities
|
(25,082
|
)
|
|
(30,640
|
)
|
|
(1,135
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
2,191
|
|
|
(2,043
|
)
|
|
1,417
|
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
14,431
|
|
|
3,471
|
|
|
29,153
|
|
|||
|
Cash and cash equivalents at beginning of year
|
76,817
|
|
|
73,346
|
|
|
44,193
|
|
|||
|
Cash and cash equivalents at end of year
|
$
|
91,248
|
|
|
$
|
76,817
|
|
|
$
|
73,346
|
|
|
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Supplemental)
(amounts in thousands)
|
|||||||||||
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
|
Cash paid during the period for:
|
|
|
|
|
|
||||||
|
Interest, net of amounts capitalized
|
$
|
4,837
|
|
|
$
|
3,686
|
|
|
$
|
2,613
|
|
|
Income taxes
|
$
|
29,135
|
|
|
$
|
22,389
|
|
|
$
|
19,309
|
|
|
Supplemental non-cash item:
|
|
|
|
|
|
||||||
|
Cancellation of joint ventures Prico Enterprise loan
|
$
|
(473
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Other income (expense), net – as previously reported
|
$
|
(837
|
)
|
|
$
|
1,540
|
|
|
$
|
(483
|
)
|
|
Foreign exchange transaction gains reclassified from Cost of goods sold to Other income (expense), net
|
—
|
|
|
2,324
|
|
|
1,533
|
|
|||
|
Other income (expense), net – as currently reported
|
$
|
(837
|
)
|
|
$
|
3,864
|
|
|
$
|
1,050
|
|
|
|
Years Ended August 31,
|
|||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
|
Composition of Other income (expense), net – as previously reported:
|
|
|
|
|
|
|
|
|
|
|||||
|
Gain/(loss) on sale
|
(312
|
)
|
|
763
|
|
|
(504
|
)
|
|
(508
|
)
|
|
(330
|
)
|
|
Currency gain/(loss)
|
(525
|
)
|
|
777
|
|
|
21
|
|
|
(31
|
)
|
|
(16
|
)
|
|
Composition of Other income (expense), net – as currently reported:
|
|
|
|
|
|
|
|
|
|
|||||
|
Gain/(loss) on sale
|
(312
|
)
|
|
763
|
|
|
(504
|
)
|
|
(508
|
)
|
|
(330
|
)
|
|
Currency gain/(loss)
|
(525
|
)
|
|
3,101
|
|
|
1,554
|
|
|
(1,456
|
)
|
|
1,626
|
|
|
Real Estate Development Joint Ventures
|
|
Countries
|
|
Ownership
|
|
Basis of Presentation
|
|
|
GolfPark Plaza, S.A.
|
|
Panama
|
|
50.0
|
%
|
|
Equity
(1)
|
|
Price Plaza Alajuela PPA, S.A.
|
|
Costa Rica
|
|
50.0
|
%
|
|
Equity
(1)
|
|
(1)
|
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.
|
|
|
August 31, 2012
|
|
August 31, 2011
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
Long-term debt, including current portion
|
$
|
78,659
|
|
|
$
|
80,830
|
|
|
$
|
68,222
|
|
|
$
|
70,982
|
|
|
Assets and Liabilities as of August 31, 2012:
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
|
Other non-current assets - (Cross-currency interest rate swaps)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other long-term liabilities – (Interest rate swaps)
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
(216
|
)
|
||||
|
Other long-term liabilities – (Cross-currency interest rate swaps)
|
|
—
|
|
|
(983
|
)
|
|
—
|
|
|
(983
|
)
|
||||
|
Total
|
|
$
|
—
|
|
|
$
|
(1,199
|
)
|
|
$
|
—
|
|
|
$
|
(1,199
|
)
|
|
Assets and Liabilities as of August 31, 2011:
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
|
Other non-current assets - (Cross-currency interest rate swaps)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other long-term liabilities – (Interest rate swaps)
|
|
—
|
|
|
(544
|
)
|
|
—
|
|
|
(544
|
)
|
||||
|
Other long-term liabilities – (Cross-currency interest rate swaps)
|
|
—
|
|
|
(340
|
)
|
|
—
|
|
|
(340
|
)
|
||||
|
Total
|
|
$
|
—
|
|
|
$
|
(884
|
)
|
|
$
|
—
|
|
|
$
|
(884
|
)
|
|
|
August 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
33
|
|
|
Accounts receivable, net
|
—
|
|
|
430
|
|
||
|
Other assets, non-current
|
—
|
|
|
1
|
|
||
|
Assets of discontinued operations
|
$
|
—
|
|
|
$
|
464
|
|
|
Other accrued expenses
|
$
|
—
|
|
|
$
|
40
|
|
|
Liabilities of discontinued operations
|
$
|
—
|
|
|
$
|
40
|
|
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Net warehouse club sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pre-tax income (loss) from discontinued operations
|
(25
|
)
|
|
(44
|
)
|
|
16
|
|
|||
|
Income tax (provision) benefit
|
—
|
|
|
(42
|
)
|
|
—
|
|
|||
|
Income (loss) from discontinued operations
|
$
|
(25
|
)
|
|
$
|
(86
|
)
|
|
$
|
16
|
|
|
|
August 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Land
|
$
|
89,878
|
|
|
$
|
84,912
|
|
|
Building and improvements
|
198,967
|
|
|
192,245
|
|
||
|
Fixtures and equipment
|
103,263
|
|
|
89,239
|
|
||
|
Construction in progress
|
20,674
|
|
|
18,655
|
|
||
|
Total property and equipment, historical cost
|
412,782
|
|
|
385,051
|
|
||
|
Less: accumulated depreciation
|
(114,937
|
)
|
|
(103,940
|
)
|
||
|
Property and equipment, net
|
$
|
297,845
|
|
|
$
|
281,111
|
|
|
|
Years Ended
August 31,
|
|
|||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Depreciation and amortization expense
|
$
|
23,739
|
|
|
$
|
21,154
|
|
|
$
|
15,260
|
|
|
|
Year ended August 31, 2012
|
||||||||||||||||||
|
Disposal Activity
|
Historical Cost
|
|
Accumulated Depreciation
|
|
Other Costs
|
|
Proceeds from disposal
|
|
Gain/(Loss) recognized
|
||||||||||
|
Disposal of assets no longer in use
|
4,700
|
|
|
4,250
|
|
|
—
|
|
|
138
|
|
|
(312
|
)
|
|||||
|
|
$
|
4,700
|
|
|
$
|
4,250
|
|
|
$
|
—
|
|
|
$
|
138
|
|
|
$
|
(312
|
)
|
|
|
Year ended August 31, 2011
|
||||||||||||||||||
|
Disposal Activity
|
Historical Cost
|
|
Accumulated Depreciation
|
|
Other Costs
|
|
Proceeds from disposal
|
|
Gain/(Loss) recognized
|
||||||||||
|
Sale of property in Panama
(1)
|
$
|
8,717
|
|
|
$
|
2,748
|
|
|
$
|
(188
|
)
|
|
$
|
7,406
|
|
|
$
|
1,249
|
|
|
Disposal of assets no longer in use
|
9,248
|
|
|
8,580
|
|
|
—
|
|
|
182
|
|
|
(486
|
)
|
|||||
|
|
$
|
17,965
|
|
|
$
|
11,328
|
|
|
$
|
(188
|
)
|
|
$
|
7,588
|
|
|
$
|
763
|
|
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Net income from continuing operations
|
$
|
67,646
|
|
|
$
|
61,836
|
|
|
$
|
49,299
|
|
|
Less: Earnings and dividends allocated to unvested stockholders
|
(1,337
|
)
|
|
(952
|
)
|
|
(870
|
)
|
|||
|
Dividend distribution to common stockholders
|
(17,745
|
)
|
|
(17,697
|
)
|
|
(14,664
|
)
|
|||
|
Basic undistributed net earnings available to common stockholders from continuing operations
|
$
|
48,564
|
|
|
$
|
43,187
|
|
|
$
|
33,765
|
|
|
Add: Net undistributed earnings allocated and reallocated to unvested stockholders (two-class method) and dividend distribution
|
17,745
|
|
|
17,697
|
|
|
14,664
|
|
|||
|
Net earnings available to common stockholders from continuing operations
|
$
|
66,309
|
|
|
$
|
60,884
|
|
|
$
|
48,429
|
|
|
Net earnings (loss) available to common stockholders from discontinued operations
|
$
|
(25
|
)
|
|
$
|
(86
|
)
|
|
$
|
16
|
|
|
Basic weighted average shares outstanding
|
29,554
|
|
|
29,441
|
|
|
29,254
|
|
|||
|
Add dilutive effect of stock options (two-class method)
|
12
|
|
|
9
|
|
|
25
|
|
|||
|
Diluted average shares outstanding
|
29,566
|
|
|
29,450
|
|
|
29,279
|
|
|||
|
Basic net income per share from continuing operations
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.66
|
|
|
Diluted net income per share from continuing operations
|
$
|
2.24
|
|
|
$
|
2.07
|
|
|
$
|
1.65
|
|
|
Basic net income (loss) per share from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Diluted net income (loss) per share from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Net income attributable to PriceSmart:
|
|
|
|
|
|
||||||
|
Income from continuing operations
|
$
|
67,646
|
|
|
$
|
61,836
|
|
|
$
|
49,299
|
|
|
Income (loss) from discontinued operations, net of tax
|
(25
|
)
|
|
(86
|
)
|
|
16
|
|
|||
|
|
$
|
67,621
|
|
|
$
|
61,750
|
|
|
$
|
49,315
|
|
|
|
|
|
|
First Payment
|
|
Second Payment
|
||||||||||||||
|
Declared
|
|
Amount
|
|
Record Date
|
|
Date Paid
|
|
Amount
|
|
Record Date
|
|
Date Paid
|
|
Amount
|
||||||
|
1/25/12
|
|
$
|
0.60
|
|
|
2/15/12
|
|
2/29/12
|
|
$
|
0.30
|
|
|
8/15/12
|
|
8/31/12
|
|
$
|
0.30
|
|
|
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
|
|
|||
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Other Comprehensive Income or Loss:
|
|
|
|
|
|
||||||
|
Unrealized expense on defined benefit plan, net of tax
(1)
|
$
|
199
|
|
|
$
|
(273
|
)
|
|
$
|
—
|
|
|
Change in fair value of interest rate swaps, net of tax
(2)
|
(398
|
)
|
|
(172
|
)
|
|
(112
|
)
|
|||
|
Foreign currency translation differences for merger of foreign operations
(3)
|
(5,604
|
)
|
|
—
|
|
|
—
|
|
|||
|
Correction of foreign currency translations for prior years related to foreign operations affecting Property and equipment, net
(3)
|
(3,277
|
)
|
|
(4,851
|
)
|
|
—
|
|
|||
|
Foreign currency translation differences for foreign operations
|
(1,187
|
)
|
|
(947
|
)
|
|
670
|
|
|||
|
Other Comprehensive Income or Loss, net of tax
|
$
|
(10,267
|
)
|
|
$
|
(6,243
|
)
|
|
$
|
558
|
|
|
|
August 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Accumulated Other Comprehensive Loss:
|
|
|
|
||||
|
Change in fair value of interest rate and cross currency interest rate swaps, net of tax
|
$
|
(1,146
|
)
|
|
$
|
(748
|
)
|
|
Prior service cost accrual (including amortization) on defined benefit plan, net of tax
|
(74
|
)
|
|
(273
|
)
|
||
|
Foreign-currency translation adjustment
|
(31,962
|
)
|
|
(21,894
|
)
|
||
|
Balance at August 31, 2012 and 2011
|
$
|
(33,182
|
)
|
|
$
|
(22,915
|
)
|
|
|
Other Long-Term Liability
|
|
Accumulated Other Comprehensive Loss
|
|
Operating Expenses
|
||||||||||||||||||
|
|
Years Ended August 31,
|
||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
Start of Period
|
$
|
(471
|
)
|
|
$
|
—
|
|
|
$
|
364
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Service cost
|
(140
|
)
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
140
|
|
|
90
|
|
||||||
|
Interest cost
|
(31
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
31
|
|
|
13
|
|
||||||
|
Prior service cost (including amortization)
|
—
|
|
|
(359
|
)
|
|
(19
|
)
|
|
355
|
|
|
14
|
|
|
9
|
|
||||||
|
Actuarial gains/(losses)
|
246
|
|
|
(9
|
)
|
|
(246
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||
|
Totals
|
$
|
(396
|
)
|
|
$
|
(471
|
)
|
|
$
|
99
|
|
|
$
|
364
|
|
(1)
|
$
|
185
|
|
|
$
|
112
|
|
|
(1)
|
The Company has recorded a deferred tax asset amount of
$25,000
and
$91,000
as of
August 31, 2012 and 2011
, respectively, relating to the unrealized expense on deferred benefit plan. The Company also recorded accumulated other comprehensive loss, net of tax, for
$74,000
and
$273,000
as of
August 31, 2012 and 2011
, respectively.
|
|
|
|
Years Ended August 31,
|
|||
|
Valuation Assumptions Used in the Accounting of the Plan:
|
|
2012
|
2011
|
||
|
Discount rate
|
|
3.5
|
%
|
5.0
|
%
|
|
Future salary escalation
|
|
5.0
|
%
|
4.0
|
%
|
|
Percentage of employees assumed to withdraw from Company without a benefit (“turnover”)
|
|
11.0
|
%
|
7.0
|
%
|
|
Percentage of employees assumed to withdraw from Company with a benefit (“disability”)
|
|
0.5
|
%
|
1.0
|
%
|
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Options granted to directors
|
$
|
107
|
|
|
$
|
55
|
|
|
$
|
40
|
|
|
Restricted stock awards
|
4,834
|
|
|
3,780
|
|
|
3,670
|
|
|||
|
Restricted stock units
|
528
|
|
|
202
|
|
|
68
|
|
|||
|
Stock-based compensation expense
|
$
|
5,469
|
|
|
$
|
4,037
|
|
|
$
|
3,778
|
|
|
|
August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Remaining unrecognized compensation cost (in thousands)
|
$
|
25,543
|
|
|
$
|
8,319
|
|
|
$
|
8,598
|
|
|
Weighted average period of time over which this cost will be recognized (years)
|
7.8
|
|
|
3.2
|
|
|
3.0
|
|
|||
|
Excess tax benefit (deficiency) on stock-based compensation (in thousands)
|
$
|
1,438
|
|
|
$
|
752
|
|
|
$
|
(57
|
)
|
|
|
Years Ended August 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
|
Grants outstanding at beginning of period
|
436,611
|
|
|
558,821
|
|
|
618,250
|
|
|
Granted
|
399,041
|
|
|
95,700
|
|
|
151,930
|
|
|
Forfeited
|
(5,230
|
)
|
|
(8,231
|
)
|
|
(4,971
|
)
|
|
Vested
|
(129,529
|
)
|
|
(209,679
|
)
|
|
(206,388
|
)
|
|
Grants outstanding at end of period
|
700,893
|
|
|
436,611
|
|
|
558,821
|
|
|
|
Years Ended August 31,
|
||||||||||
|
Weighted Average Grant Date Fair Value
|
2012
|
|
2011
|
|
2010
|
||||||
|
Restricted stock awards and units granted
|
$
|
67.26
|
|
|
$
|
41.25
|
|
|
$
|
23.36
|
|
|
Restricted stock awards and units vested
|
$
|
23.46
|
|
|
$
|
16.72
|
|
|
$
|
16.58
|
|
|
Restricted stock awards and units forfeited
|
$
|
29.30
|
|
|
$
|
23.58
|
|
|
$
|
18.69
|
|
|
(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, known as Plaza Price Alajuela with J.B. Enterprises, 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,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
United States
|
$
|
38,121
|
|
|
$
|
24,259
|
|
|
$
|
17,390
|
|
|
Foreign
|
64,593
|
|
|
65,097
|
|
|
54,850
|
|
|||
|
Income from continuing operations before provision for income taxes and loss of unconsolidated affiliates
|
$
|
102,714
|
|
|
$
|
89,356
|
|
|
$
|
72,240
|
|
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Current:
|
|
|
|
|
|
||||||
|
U.S.
|
$
|
7,593
|
|
|
$
|
4,905
|
|
|
$
|
3,540
|
|
|
Foreign
|
26,325
|
|
|
21,170
|
|
|
15,054
|
|
|||
|
Total
|
$
|
33,918
|
|
|
$
|
26,075
|
|
|
$
|
18,594
|
|
|
Deferred:
|
|
|
|
|
|
||||||
|
U.S.
|
$
|
1,853
|
|
|
$
|
375
|
|
|
$
|
2,973
|
|
|
Foreign
|
(1,031
|
)
|
|
146
|
|
|
1,870
|
|
|||
|
Valuation allowance charge (release)
|
313
|
|
|
872
|
|
|
(650
|
)
|
|||
|
Total
|
$
|
1,135
|
|
|
$
|
1,393
|
|
|
$
|
4,193
|
|
|
Provision for income taxes
|
$
|
35,053
|
|
|
$
|
27,468
|
|
|
$
|
22,787
|
|
|
|
Years Ended August 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
|
Federal tax provision at statutory rates
|
35.0
|
%
|
|
35.0
|
%
|
|
34.0
|
%
|
|
State taxes, net of federal benefit
|
0.3
|
|
|
0.8
|
|
|
0.5
|
|
|
Differences in foreign tax rates
|
(3.6
|
)
|
|
(3.7
|
)
|
|
(3.5
|
)
|
|
Permanent items and other adjustments
|
2.1
|
|
|
(2.4
|
)
|
|
1.4
|
|
|
Increase (decrease) in Foreign valuation allowance
|
0.3
|
|
|
1.0
|
|
|
(0.9
|
)
|
|
Provision for income taxes
|
34.1
|
%
|
|
30.7
|
%
|
|
31.5
|
%
|
|
|
August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Deferred tax assets:
|
|
|
|
|
|
||||||
|
U.S. net operating loss carryforward
|
$
|
8,800
|
|
|
$
|
8,953
|
|
|
$
|
9,688
|
|
|
U.S. capital loss carryforward
|
—
|
|
|
—
|
|
|
4,318
|
|
|||
|
U.S. timing differences and alternative minimum tax credits
|
202
|
|
|
295
|
|
|
1,787
|
|
|||
|
Deferred compensation
|
1,835
|
|
|
683
|
|
|
921
|
|
|||
|
Foreign tax credits
|
1,568
|
|
|
3,569
|
|
|
4,944
|
|
|||
|
Foreign deferred taxes net operating losses
|
8,066
|
|
|
8,662
|
|
|
7,967
|
|
|||
|
Foreign deferred taxes other timing differences
|
9,048
|
|
|
6,759
|
|
|
6,297
|
|
|||
|
Total deferred tax assets
|
29,519
|
|
|
28,921
|
|
|
35,922
|
|
|||
|
U.S. valuation allowance
|
(697
|
)
|
|
(8
|
)
|
|
(8,350
|
)
|
|||
|
Foreign valuation allowance
|
(8,368
|
)
|
|
(7,661
|
)
|
|
(7,296
|
)
|
|||
|
Net deferred tax assets
|
$
|
20,454
|
|
|
$
|
21,252
|
|
|
$
|
20,276
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Balance at beginning of fiscal year
|
$
|
13,528
|
|
|
$
|
13,615
|
|
|
$
|
13,851
|
|
|
Additions based on tax positions related to the current year
|
575
|
|
|
1,130
|
|
|
429
|
|
|||
|
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
(166
|
)
|
|||
|
Settlements
|
(591
|
)
|
|
(643
|
)
|
|
(21
|
)
|
|||
|
Expiration of the statute of limitations for the assessment of taxes
|
(2,300
|
)
|
|
(574
|
)
|
|
(478
|
)
|
|||
|
Balance at end of fiscal year
|
$
|
11,212
|
|
|
$
|
13,528
|
|
|
$
|
13,615
|
|
|
Tax Jurisdiction
|
Fiscal Years Subject to Audit
|
|
U.S. federal
|
1998, 2000 to 2005, 2009 to the present
|
|
California (U.S.) (state return)
|
2004 to 2005 and 2007 to the present
|
|
Florida(U.S.) (state return)
|
2002 to 2005, 2007 and 2009 to the present
|
|
Aruba
|
2012
|
|
Barbados
|
2006 to the present
|
|
Costa Rica
|
2009 to the present
|
|
Colombia
|
2010 to the present
|
|
Dominican Republic
|
2007 and 2009 to the present
|
|
El Salvador
|
2009 to the present
|
|
Guatemala
|
2008 to the present
|
|
Honduras
|
2007 to the present
|
|
Jamaica
|
2006 to the present
|
|
Mexico
|
2007 to the present
|
|
Nicaragua
|
2008 to the present
|
|
Panama
|
2009 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 of loans outstanding
|
|||||||||
|
August 31, 2012
|
$
|
36,967
|
|
|
$
|
—
|
|
|
$
|
774
|
|
|
$
|
36,193
|
|
|
N/A
|
|
|
August 31, 2011
|
$
|
28,033
|
|
|
$
|
2,259
|
|
|
$
|
453
|
|
|
$
|
25,321
|
|
|
9.5
|
%
|
|
|
August 31,
2012
|
|
|
August 31,
2011
|
|
||
|
Note due July 2017, 9.0% fixed rate
(5)(12)
|
$
|
—
|
|
|
$
|
5,147
|
|
|
Note due January 2022, 8.0% current rate
(5)(13)
|
8,297
|
|
|
—
|
|
||
|
Note due November 2017, (six-month LIBOR + 1.5%) 2.23% current Rate
(3) (5) (6)
|
2,475
|
|
|
2,925
|
|
||
|
Note due September 2014, 5.5% fixed rate
(1) (5) (6)
|
5,667
|
|
|
6,467
|
|
||
|
Note due August 2018, (1 year LIBOR + 2.75%) 3.79% current rate
(3) (5)
|
5,400
|
|
|
6,300
|
|
||
|
Note due February 2016, 6.71% fixed rate
(1) (5) (6)
|
6,175
|
|
|
7,125
|
|
||
|
Note due August 2014, 5.5% fixed rate
(1) (5) (6)
|
7,000
|
|
|
8,000
|
|
||
|
Note due January 2015, 5.5% fixed rate
(1) (5) (6)
|
4,450
|
|
|
5,050
|
|
||
|
Note due March 2015, (Variable interest, to be reviewed annually)10.25% current rate
(2)(5)
|
2,986
|
|
|
4,311
|
|
||
|
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%) 5.5% current rate
(1) (5)
|
4,000
|
|
|
4,500
|
|
||
|
Note due November 2015
(4)(5)(6)
|
8,391
|
|
|
8,000
|
|
||
|
Note due April 2016
(5)(6)(8)(9)
|
7,723
|
|
|
7,924
|
|
||
|
Note due April 2016
(5)(6)(8)(10)
|
2,077
|
|
|
2,000
|
|
||
|
Note due April 2016
(5)(6)(8)(10)
|
6,230
|
|
|
—
|
|
||
|
Note due February 2017
(5)(6)(8)(11)
|
7,788
|
|
|
—
|
|
||
|
Note due September 2011, ($475,000 three year, zero interest, discounted loan)
(7)
|
—
|
|
|
473
|
|
||
|
Total long-term debt
|
78,659
|
|
|
68,222
|
|
||
|
Less: current portion
|
7,237
|
|
|
7,771
|
|
||
|
Long-term debt, net of current portion
|
$
|
71,422
|
|
|
$
|
60,451
|
|
|
(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, 2012
. 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
13
– 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 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
|
|
(5)
|
The carrying amount of the non-cash assets assigned as collateral for long-term debt was
$59.6 million
and
$70.9 million
as of
August 31, 2012
and
August 31, 2011
, respectively. The carrying amount of the cash assets assigned as collateral for long-term debt was
$35.0 million
and
$22.2 million
as of
August 31, 2012
and
August 31, 2011
, respectively.
|
|
(6)
|
As of
August 31, 2012
and
August 31, 2011
, the Company had approximately
$58.0 million
and
$47.5 million
, respectively, of long-term loans 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, 2012
and
August 31, 2011
, the Company was in compliance with respect to these covenants.
|
|
(7)
|
As of
August 31, 2011
, approximately
$473,000
of the Company’s long-term debt, current portion was collateralized by shares that the Company owns in the joint venture, Newco2. (See Note
16
– Unconsolidated Affiliates.) On September 29, 2011, the Company exercised its option to cancel its participation in this joint venture, and the Company was released from the long-term debt.
|
|
(8)
|
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 the Company secured this portion of the loan with an
$8.0 million
secured time deposit. The second tranche of
$2.0 million
was funded on July 28, 2011, and the Company secured this portion of the loan with a
$2.0 million
secured time deposit. 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. On January 31, 2012 the Company’s Colombia subsidiary and Scotiabank & Trust (Cayman) Ltd., amended and restated the March 14, 2011 loan agreement. The amendment increased the credit facility by
$16.0 million
; as a result, the total credit facility with Scotiabank & Trust (Cayman) Ltd. is for
$32.0 million
. The interest rate on the incremental amount of the facility as the tranches are drawn is three-month LIBOR rate plus
0.6%
. The loan term continues to be
five
years with interest only payments and a balloon payment at maturity. The deposit will earn an interest rate of
three
-month LIBOR. An additional tranche of
$8.0 million
was funded on February 21, 2012, and the Company secured this portion of the loan with an
$8.0 million
secured time deposit.
|
|
(9)
|
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%
(Interest rate is
1.16%
as of August 31, 2012) 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
(US
$7.7 million
as of August 31, 2012) 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
13
– Derivative Instruments and Hedging Activities)
|
|
(10)
|
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 US
$2.0 million
and US
$6.0 million
, respectively. On the first of these additional swaps, the Company will receive variable US$ interest based on the
three
-month LIBOR rate plus
0.7%
(Interest rate is
1.14%
as of August 31, 2012) on a notional of US
$2.0 million
and pay fixed COP interest of
5.30%
on a notional of COP
3,801,600,000
(US
$2.1 million
as of August 31, 2012) for a term of approximately
five
years. On the
second
of these swaps, the Company will receive variable US$ interest based on the
three
-month LIBOR rate plus
0.7%
(Interest rate is
1.16%
as of August 31, 2012) on a notional of US
$6.0 million
and pay fixed COP interest of
5.45%
on a notional of COP
11,404,800,000
(US
$6.2 million
as of August 31, 2012) for a term of approximately
five
years. (See Note
13
– Derivative Instruments and Hedging Activities)
|
|
(11)
|
The Company’s Colombia subsidiary entered into cross-currency interest rate swap agreements dated February 21, 2012 with the Bank of Nova Scotia with respect to notional amounts of US
$8.0 million
. The Company will receive variable U.S dollar interest based on the
three
-month LIBOR rate plus
0.6%
(Interest rate is
1.03%
as of August 31, 2012) on a notional of US
$8.0 million
and pay fixed COP interest of
6.02%
on a notional of COP
14,256,000,000
(US
$7.8 million
|
|
(12)
|
On January 13, 2012 the Company's Guatemala subsidiary paid off its local currency loan to Banco Industrial, S.A., for approximately
$5.2 million
.
|
|
(13)
|
On December 22, 2011, the Company’s Guatemala subsidiary entered into a loan agreement based in Quetzales with Banco Industrial, S.A. for the equivalent amount of
$8.9 million
to be paid over
ten
years. The loan has a variable interest rate, which will be fixed for the first
three
years to an interest rate of
8%
per year. Thereafter, the interest rate will be negotiable according to market conditions.
|
|
Years Ended August 31,
|
Amount
|
||
|
2013
|
$
|
7,237
|
|
|
2014
|
20,628
|
|
|
|
2015
|
14,172
|
|
|
|
2016
|
21,586
|
|
|
|
2017
|
10,019
|
|
|
|
Thereafter
|
5,017
|
|
|
|
Total
|
$
|
78,659
|
|
|
|
|
|
|
|
|
Approximate
Square
|
|
Current Lease
|
|
Remaining
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
|
|
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, 2014
|
|
none
|
|
San Diego, CA
|
|
Corporate Headquarters
|
|
April 1, 2004
|
|
39,225
|
|
|
August 31, 2015
|
|
5 years
|
|
Miami, FL
|
|
Distribution Facility
|
|
March 1, 2008
|
|
274,652
|
|
|
July 31, 2021
|
|
10 years
|
|
Cali, Colombia
|
|
Temporary Offices
|
|
March 1, 2012
|
|
2,490
|
|
|
October 31, 2012
|
|
3 months
|
|
Panama
|
|
Storage and Distribution Facility
|
|
August 15, 2012
|
|
25,690
|
|
|
August 15, 2015
|
|
mutual agreement
|
|
Costa Rica
|
|
Storage and Distribution Facility
|
|
March 1, 2012
|
|
27,201
|
|
|
February 28, 2013
|
|
none
|
|
|
Years ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Minimum rental payments
|
$
|
7,251
|
|
|
$
|
6,883
|
|
|
$
|
6,855
|
|
|
Deferred rent accruals
|
193
|
|
|
724
|
|
|
438
|
|
|||
|
Total straight line rent expense
|
7,444
|
|
|
7,607
|
|
|
7,293
|
|
|||
|
Contingent rental payments
|
2,623
|
|
|
2,070
|
|
|
1,561
|
|
|||
|
Common area maintenance expense
|
865
|
|
|
792
|
|
|
920
|
|
|||
|
Rental expense
|
$
|
10,932
|
|
|
$
|
10,469
|
|
|
$
|
9,774
|
|
|
Years Ended August 31,
|
Open
Locations
(1)
|
||
|
2013
|
$
|
7,194
|
|
|
2014
|
7,125
|
|
|
|
2015
|
7,105
|
|
|
|
2016
|
6,297
|
|
|
|
2017
|
6,853
|
|
|
|
Thereafter
|
36,798
|
|
|
|
Total
|
$
|
71,372
|
|
|
(1)
|
Operating lease obligations have been reduced by approximately
$965,000
to reflect sub-lease income. Certain obligations under leasing arrangements are collateralized by the underlying asset being leased.
|
|
|
Years ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Minimum rental receipts
|
$
|
2,629
|
|
|
$
|
2,676
|
|
|
$
|
2,413
|
|
|
Deferred rent accruals
|
(69
|
)
|
|
104
|
|
|
184
|
|
|||
|
Total straight line rent income
|
2,560
|
|
|
2,780
|
|
|
2,597
|
|
|||
|
Contingent rental receipts
|
111
|
|
|
99
|
|
|
76
|
|
|||
|
Common maintenance area income
|
109
|
|
|
60
|
|
|
51
|
|
|||
|
Rental income
|
$
|
2,780
|
|
|
$
|
2,939
|
|
|
$
|
2,724
|
|
|
Years ended August 31,
|
Amount
|
||
|
2013
|
$
|
2,297
|
|
|
2014
|
2,051
|
|
|
|
2015
|
1,810
|
|
|
|
2016
|
1,526
|
|
|
|
2017
|
843
|
|
|
|
Thereafter
|
4,407
|
|
|
|
Total
|
$
|
12,934
|
|
|
Subsidiary
|
|
Date entered into
|
|
Derivative Financial Counter-party
|
|
Derivative Financial Instruments
|
|
Initial
US Notional Amount |
|
Bank US loan Held with
|
|
Floating Leg (swap counter-party)
|
|
Fixed Rate for PSMT Subsidiary
|
|
Settlement Reset Date
|
|
Effective Period of Swap
|
||
|
Colombia
|
|
21-Feb-12
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
8,000,000
|
|
|
Bank of Nova Scotia
|
|
Variable rate 3-month Libor plus 0.6%
|
|
6.02
|
%
|
|
February, May, August and November beginning on May 22, 2012
|
|
February 21, 2012 - February 21, 2017
|
|
Colombia
|
|
17-Nov-11
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
8,000,000
|
|
|
Citibank, N.A.
|
|
Variable rate 6-month Eurodollar Libor plus 2.4%
|
|
5.85
|
%
|
|
May 3, 2012 and semi-annually thereafter
|
|
November 3, 2011 - November 3, 2013
|
|
Colombia
|
|
21-Oct-11
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
2,000,000
|
|
|
Bank of Nova Scotia
|
|
Variable rate 3-month Libor plus 0.7%
|
|
5.3
|
%
|
|
January, April, July and October, beginning on October 29, 2011
|
|
July 29, 2011 - April 1, 2016
|
|
Colombia
|
|
21-Oct-11
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
6,000,000
|
|
|
Bank of Nova Scotia
|
|
Variable rate 3-month Libor plus 0.7%
|
|
5.45
|
%
|
|
March, June, September and December, beginning on October 29, 2011
|
|
September 29, 2011 - April 1, 2016
|
|
Colombia
|
|
5-May-11
|
|
Bank of Nova Scotia
|
|
Cross currency interest rate swap
|
|
8,000,000
|
|
|
Bank of Nova Scotia
|
|
Variable rate 3-month Libor plus 0.7%
|
|
6.09
|
%
|
|
January, April, July and October, beginning on July 5, 2011
|
|
April 1, 2011 - April 1, 2016
|
|
Trinidad
|
|
20-Nov-08
|
|
Royal Bank of Trinidad & Tobago
|
|
Interest rate swaps
|
|
8,900,000
|
|
|
Royal Bank of Trinidad & Tobago
|
|
Variable rate 1-year Libor plus 2.75%
|
|
7.05
|
%
|
|
Annually on August 26
|
|
September 25, 2008 - September 26, 2013
|
|
Barbados
|
|
13-Feb-08
|
|
Citibank, N.A.
|
|
Interest rate swaps
|
|
4,500,000
|
|
|
Citibank, N.A.
|
|
Variable rate 9-month Libor plus 1.5%
|
|
5.22
|
%
|
|
Semi-annually on November 15 and May 15
|
|
November 15, 2007 - November 14, 2012
|
|
Income Statement Classification
|
Interest expense
on Borrowings
|
|
Loss
on Swaps
|
|
Interest expense
|
||||||
|
Interest expense for the year ended August 31, 2012
|
$
|
767
|
|
|
$
|
1,356
|
|
|
$
|
2,123
|
|
|
Interest expense for the year ended August 31, 2011
|
$
|
407
|
|
|
$
|
450
|
|
|
$
|
857
|
|
|
Interest expense for the year ended August 31, 2010
|
$
|
446
|
|
|
$
|
293
|
|
|
$
|
739
|
|
|
|
Notional Amount as of
August 31,
|
||||||
|
Floating Rate Payer (Swap Counterparty)
|
2012
|
|
2011
|
||||
|
RBTT
|
$
|
5,400
|
|
|
$
|
6,300
|
|
|
Scotiabank
|
$
|
32,000
|
|
|
$
|
8,000
|
|
|
Citibank N.A.
|
$
|
2,475
|
|
|
$
|
2,925
|
|
|
Total
|
$
|
39,875
|
|
|
$
|
17,225
|
|
|
|
|
Liability Derivatives as of August 31,
|
||||||||||
|
|
|
2012
|
|
2011
|
||||||||
|
Derivatives designated as cash flow hedging instruments
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
|
Cross currency interest rate swaps
(2)
|
|
Other non-current assets
|
|
$
|
—
|
|
|
Other non-current assets
|
|
$
|
—
|
|
|
Interest rate swaps
(1)
|
|
Other long-term liabilities
|
|
$
|
(216
|
)
|
|
Other long-term liabilities
|
|
$
|
(544
|
)
|
|
Cross currency interest rate swap
(2)
|
|
Other long-term liabilities
|
|
(983
|
)
|
|
Other long-term liabilities
|
|
(340
|
)
|
||
|
Total derivatives designated as hedging instruments
(3)
|
|
|
|
$
|
(1,199
|
)
|
|
|
|
$
|
(884
|
)
|
|
(1)
|
The effective portion of the interest rate swaps was recorded as a loss to accumulated other comprehensive loss for
$162,000
and $
408,000
, net of tax, as of August 31,
2012
and
2011
, respectively. The Company has recorded a deferred tax asset of
$54,000
and
$136,000
as of August 31,
2012
and
2011
, respectively.
|
|
(2)
|
The effective portion of the cross currency interest rate swap was recorded as a loss to accumulated other comprehensive loss for
$983,000
and
$340,000
as of August 31,
2012
and
2011
, respectively. The Company has recorded a valuation allowance on the related deferred tax asset.
|
|
(3)
|
All derivatives were designated as cash flow hedging instruments.
|
|
Subsidiary
|
|
Date entered into
|
|
Derivative Financial Counter-party
|
|
Derivative Financial Instruments
|
|
Notional Amount
(in thousands)
|
|
Settlement Date
|
|
Effective Period of Forward
|
|
|
Colombia
|
|
June 5, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
500,000
|
|
|
October 18, 2012
|
|
June 5, 2012 - October 18, 2012
|
|
Colombia
|
|
June 14, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
500,000
|
|
|
November 15, 2012
|
|
June 14, 2012 - November 15, 2012
|
|
Colombia
|
|
July 18, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
500,000
|
|
|
November 30, 2012
|
|
July 18, 2012 - November 30, 2012
|
|
Colombia
|
|
August 22, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
1,000,000
|
|
|
September 21, 2012
|
|
August 22, 2012 - September 21, 2012
|
|
Colombia
|
|
August 30, 2012
|
|
Bank of Nova Scotia
|
|
Forward foreign exchange contracts
|
|
1,000,000
|
|
|
October 5, 2012
|
|
August 30, 2012 - October 5, 2012
|
|
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
|
|
|
(63
|
)
|
|
5,036
|
|
|
2,018
|
|
|
7,054
|
|
|
|
Price Plaza Alajuela, S.A.
|
|
2,193
|
|
|
376
|
|
|
(46
|
)
|
|
2,523
|
|
|
1,645
|
|
|
4,168
|
|
|
|
Total
|
|
6,809
|
|
|
859
|
|
|
(109
|
)
|
|
7,559
|
|
|
3,663
|
|
|
11,222
|
|
|
|
(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.
|
|
|
August 31,
2012
|
|
|
August 31,
2011
|
|
||
|
Current assets
|
$
|
943
|
|
|
$
|
1,294
|
|
|
Noncurrent assets
|
6,056
|
|
|
6,662
|
|
||
|
Current liabilities
|
1,052
|
|
|
1,003
|
|
||
|
Noncurrent liabilities
|
—
|
|
|
—
|
|
||
|
|
Years Ended August 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
Net loss
|
$
|
(30
|
)
|
|
$
|
(104
|
)
|
|
$
|
(44
|
)
|
|
|
United
States
Operations
|
|
Latin
American
Operations
|
|
Caribbean
Operations
|
|
Reconciling Items
(1)
|
|
Total
|
||||||||||
|
Year ended August 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenue from external customers
|
$
|
15,320
|
|
|
$
|
1,341,688
|
|
|
$
|
693,737
|
|
|
$
|
—
|
|
|
$
|
2,050,745
|
|
|
Intersegment revenues
|
766,462
|
|
|
40
|
|
|
4,726
|
|
|
(771,228
|
)
|
|
—
|
|
|||||
|
Depreciation and amortization
(2)
|
1,782
|
|
|
11,655
|
|
|
10,302
|
|
|
—
|
|
|
23,739
|
|
|||||
|
Operating income
|
30,750
|
|
|
57,657
|
|
|
19,519
|
|
|
—
|
|
|
107,926
|
|
|||||
|
Interest income from external sources
|
220
|
|
|
611
|
|
|
77
|
|
|
—
|
|
|
908
|
|
|||||
|
Interest income from intersegment sources
|
2,430
|
|
|
386
|
|
|
536
|
|
|
(3,352
|
)
|
|
—
|
|
|||||
|
Interest expense from external sources
|
25
|
|
|
4,148
|
|
|
1,110
|
|
|
—
|
|
|
5,283
|
|
|||||
|
Interest expense from intersegment sources
|
62
|
|
|
464
|
|
|
2,826
|
|
|
(3,352
|
)
|
|
—
|
|
|||||
|
Provision for income taxes
|
10,720
|
|
|
18,226
|
|
|
6,107
|
|
|
—
|
|
|
35,053
|
|
|||||
|
Net income attributable to PriceSmart
|
20,220
|
|
|
33,264
|
|
|
14,137
|
|
|
—
|
|
|
67,621
|
|
|||||
|
Long-lived assets (other than deferred tax assets)
|
17,781
|
|
|
249,925
|
|
|
116,557
|
|
|
—
|
|
|
384,263
|
|
|||||
|
Goodwill
|
—
|
|
|
31,760
|
|
|
5,126
|
|
|
—
|
|
|
36,886
|
|
|||||
|
Investment in unconsolidated affiliates
|
—
|
|
|
7,559
|
|
|
—
|
|
|
—
|
|
|
7,559
|
|
|||||
|
Identifiable assets
|
87,467
|
|
|
441,857
|
|
|
206,388
|
|
|
—
|
|
|
735,712
|
|
|||||
|
Capital expenditures, net
|
1,972
|
|
|
42,116
|
|
|
8,617
|
|
|
—
|
|
|
52,705
|
|
|||||
|
|
United
States
Operations
|
|
Latin
American
Operations
|
|
Caribbean
Operations
|
|
Reconciling Items
(1)
|
|
Total
|
||||||||||
|
Year 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
(3)
|
1,171
|
|
|
11,683
|
|
|
8,300
|
|
|
—
|
|
|
21,154
|
|
|||||
|
Operating income
|
25,251
|
|
|
48,796
|
|
|
14,509
|
|
|
—
|
|
|
88,556
|
|
|||||
|
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
(4)
|
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 unconsolidated affiliates
|
—
|
|
|
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
|
|
|||||
|
|
United
States
Operations
|
|
Latin
American
Operations
|
|
Caribbean
Operations
|
|
Reconciling Items
(1)
|
|
Total
|
||||||||||
|
Year 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
|
16,443
|
|
|
41,885
|
|
|
15,032
|
|
|
—
|
|
|
73,360
|
|
|||||
|
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 unconsolidated affiliates
|
—
|
|
|
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
|
|
|||||
|
Fiscal Year 2012
|
Three Months Ended,
|
|
Year Ended,
|
||||||||||||||||
|
|
Nov 30, 2011
|
|
Feb 29, 2012
|
|
May 31, 2012
|
|
Aug 31, 2012
|
|
Aug 31, 2012
|
||||||||||
|
Total net warehouse club and export sales
|
$
|
470,578
|
|
|
$
|
541,275
|
|
|
$
|
497,666
|
|
|
$
|
505,847
|
|
|
$
|
2,015,366
|
|
|
Total cost of goods sold
|
402,642
|
|
|
462,605
|
|
|
424,134
|
|
|
429,399
|
|
|
1,718,780
|
|
|||||
|
Net income attributable to PriceSmart from continuing operations
|
13,996
|
|
|
20,217
|
|
|
15,708
|
|
|
17,725
|
|
|
67,646
|
|
|||||
|
Discontinued operations, net of tax
|
(7
|
)
|
|
3
|
|
|
(2
|
)
|
|
(19
|
)
|
|
(25
|
)
|
|||||
|
Net income attributable to PriceSmart
|
13,989
|
|
|
20,220
|
|
|
15,706
|
|
|
17,706
|
|
|
67,621
|
|
|||||
|
Basic net income per share
|
$
|
0.47
|
|
|
$
|
0.67
|
|
|
$
|
0.52
|
|
|
$
|
0.58
|
|
|
$
|
2.24
|
|
|
Diluted net income per share
|
$
|
0.47
|
|
|
$
|
0.67
|
|
|
$
|
0.52
|
|
|
$
|
0.58
|
|
|
$
|
2.24
|
|
|
Fiscal Year 2011
|
Three Months Ended,
|
|
Year Ended,
|
||||||||||||||||
|
|
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
|
319,535
|
|
|
376,785
|
|
|
360,868
|
|
|
375,840
|
|
|
1,433,028
|
|
|||||
|
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 net income per share
|
$
|
0.50
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
0.42
|
|
|
$
|
2.07
|
|
|
Diluted net income per share
|
$
|
0.50
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
0.42
|
|
|
$
|
2.07
|
|
|
|
Dates
|
|
Stock Price
|
||||
|
|
From
|
|
To
|
|
High
|
|
Low
|
|
2012 FISCAL QUARTERS
|
|
|
|
|
|
|
|
|
First Quarter
|
9/1/2011
|
|
11/30/2011
|
|
$77.71
|
|
$57.80
|
|
Second Quarter
|
12/1/2011
|
|
2/29/2012
|
|
72.80
|
|
59.08
|
|
Third Quarter
|
3/1/2012
|
|
5/31/2012
|
|
83.38
|
|
63.49
|
|
Fourth Quarter
|
6/1/2012
|
|
8/31/2012
|
|
74.71
|
|
62.00
|
|
|
|
|
|
|
|
|
|
|
2011 FISCAL QUARTERS
|
|
|
|
|
|
|
|
|
First Quarter
|
9/1/2010
|
|
11/30/2010
|
|
$33.28
|
|
$25.81
|
|
Second Quarter
|
12/1/2010
|
|
2/28/2011
|
|
40.40
|
|
33.57
|
|
Third Quarter
|
3/1/2011
|
|
5/31/2011
|
|
47.76
|
|
32.31
|
|
Fourth Quarter
|
6/1/2011
|
|
8/31/2011
|
|
63.81
|
|
43.10
|
|
|
|
|
|
First Payment
|
|
Second Payment
|
||||||||||||||
|
Declared
|
|
Amount
|
|
Record Date
|
|
Date Paid
|
|
Amount
|
|
Record Date
|
|
Date Paid
|
|
Amount
|
||||||
|
1/25/2012
|
|
$
|
0.60
|
|
|
2/15/2012
|
|
2/29/2012
|
|
$
|
0.30
|
|
|
8/15/2012
|
|
8/31/2012
|
|
$
|
0.30
|
|
|
1/19/2011
|
|
0.60
|
|
|
2/15/2011
|
|
2/28/2011
|
|
0.30
|
|
|
8/15/2011
|
|
8/31/2011
|
|
0.30
|
|
|||
|
1/27/2010
|
|
0.50
|
|
|
2/15/2010
|
|
2/26/2010
|
|
0.25
|
|
|
8/13/2010
|
|
8/31/2010
|
|
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
|
2,045
|
|
|
$
|
68.89
|
|
|
—
|
|
N/A
|
|
August
|
—
|
|
|
—
|
|
|
—
|
|
N/A
|
|
|
Total
|
2,045
|
|
|
$
|
68.89
|
|
|
—
|
|
N/A
|
|
Name
|
Position
|
Age
|
|
|
Robert E. Price
|
Chairman of the Board
|
70
|
|
|
Sherry S. Bahrambeygui
|
Director
|
48
|
|
|
Gonzalo Barrutieta
|
Director
|
46
|
|
|
Katherine L. Hensley
|
Director
|
75
|
|
|
Leon C. Janks
|
Director
|
63
|
|
|
Lawrence B. Krause
|
Director
|
82
|
|
|
Jose Luis Laparte
|
Director, Chief Executive Officer and President
|
46
|
|
|
Mitch Lynn
|
Director
|
63
|
|
|
Edgar Zurcher
|
Director
|
61
|
|
|
Name
|
Position
|
Age
|
|
Jose Luis Laparte
|
Chief Executive Officer and President
|
46
|
|
John M. Heffner
|
Executive Vice President and Chief Financial Officer
|
58
|
|
Robert M. Gans
|
Executive Vice President, Secretary and General Counsel
|
63
|
|
William J. Naylon
|
Executive Vice President and Chief Operating Officer
|
50
|
|
Thomas D. Martin
|
Executive Vice President – Chief Merchandising Officer
|
56
|
|
Brud E. Drachman
|
Executive Vice President – Construction Management
|
57
|
|
John D. Hildebrandt
|
Executive Vice President – Operations
|
54
|
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 |
|---|