Price Graph
Price
Yield
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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¨
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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
|
33-0628530
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
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.
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Yes
þ
|
No
¨
|
|
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).
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Yes
þ
|
No
¨
|
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
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Large accelerated filer
¨
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Accelerated filer
þ
|
Non-accelerated filer
¨
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Smaller Reporting Company
¨
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|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
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Yes
¨
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No
þ
|
|
The registrant had
29,855,
630
shares
of its common stock, par value $0.0001 per share, outstanding at July
5
,
2010.
|
|
|
Page
|
||
|
CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2010 (UNAUDITED)
AND AUGUST 31, 2009
|
||
|
N
|
||||||||
|
May 31,
2010
(Unaudited)
|
August 31,
2009
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
55,091
|
$
|
44,193
|
||||
|
Short-term restricted cash
|
1,200
|
10
|
||||||
|
Receivables, net of allowance for doubtful accounts of $6 and $10 as of May 31, 2010 and August 31, 2009, respectively
|
2,572
|
2,187
|
||||||
|
Merchandise inventories
|
133,059
|
115,841
|
||||||
|
Deferred tax assets – current
|
3,219
|
2,618
|
||||||
|
Prepaid expenses and other current assets
|
18,337
|
19,033
|
||||||
|
Assets of discontinued operations
|
980
|
900
|
||||||
|
Total current assets
|
214,458
|
184,782
|
||||||
|
Long-term restricted cash
|
5,665
|
732
|
||||||
|
Property and equipment, net
|
259,619
|
231,798
|
||||||
|
Goodwill
|
37,533
|
37,538
|
||||||
|
Deferred tax assets – long term
|
18,019
|
20,938
|
||||||
|
Other assets
|
4,195
|
3,927
|
||||||
|
Investment in unconsolidated affiliates
|
8,096
|
7,658
|
||||||
|
Total Assets
|
$
|
547,585
|
$
|
487,373
|
||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Current Liabilities:
|
||||||||
|
Short-term borrowings
|
$
|
3,618
|
$
|
2,303
|
||||
|
Accounts payable
|
113,494
|
101,412
|
||||||
|
Accrued salaries and benefits
|
9,637
|
8,831
|
||||||
|
Deferred membership income
|
9,433
|
8,340
|
||||||
|
Income taxes payable
|
6,199
|
5,942
|
||||||
|
Other accrued expenses
|
11,057
|
10,022
|
||||||
|
Dividends payable
|
7,429
|
—
|
||||||
|
Long-term debt, current portion
|
7,222
|
4,590
|
||||||
|
Deferred tax liability – current
|
183
|
189
|
||||||
|
Liabilities of discontinued operations
|
117
|
299
|
||||||
|
Total current liabilities
|
168,389
|
141,928
|
||||||
|
Deferred tax liability – long-term
|
1,088
|
1,026
|
||||||
|
Long-term portion of deferred rent
|
3,005
|
2,673
|
||||||
|
Long-term income taxes payable, net of current portion
|
3,303
|
3,458
|
||||||
|
Long-term debt, net of current portion
|
50,151
|
37,120
|
||||||
|
Total liabilities
|
225,936
|
186,205
|
||||||
|
Equity:
|
||||||||
|
Common stock, $0.0001 par value, 45,000,000 shares authorized; 30,580,686 and 30,337,109 shares issued and 29,855,630 and 29,681,031 shares outstanding (net of treasury shares) as of May 31, 2010 and August 31, 2009, respectively.
|
3
|
3
|
||||||
|
Additional paid-in capital
|
378,381
|
377,210
|
||||||
|
Tax benefit from stock-based compensation
|
4,501
|
4,547
|
||||||
|
Accumulated other comprehensive loss
|
(16,952
|
)
|
(17,230
|
)
|
||||
|
Accumulated deficit
|
(28,762
|
)
|
(49,998
|
)
|
||||
|
Less: treasury stock at cost; 725,056 and 656,078 shares as of May 31, 2010 and August 31, 2009, respectively.
|
(15,522
|
)
|
(14,134
|
)
|
||||
|
Total PriceSmart stockholders’ equity
|
321,649
|
300,398
|
||||||
|
Noncontrolling interest
|
—
|
770
|
||||||
|
Total equity
|
321,649
|
301,168
|
||||||
|
Total Liabilities and Equity
|
$
|
547,585
|
$
|
487,373
|
||||
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Net warehouse club sales
|
$
|
341,215
|
$
|
299,571
|
$
|
1,008,760
|
$
|
926,329
|
||||||||
|
Export sales
|
868
|
1,038
|
2,461
|
2,779
|
||||||||||||
|
Membership income
|
5,056
|
4,518
|
14,532
|
13,268
|
||||||||||||
|
Other income
|
1,477
|
1,417
|
4,404
|
4,169
|
||||||||||||
|
Total revenues
|
348,616
|
306,544
|
1,030,157
|
946,545
|
||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Cost of goods sold:
|
||||||||||||||||
|
Net warehouse club
|
288,289
|
255,854
|
854,873
|
790,273
|
||||||||||||
|
Export
|
825
|
968
|
2,314
|
2,629
|
||||||||||||
|
Selling, general and administrative:
|
||||||||||||||||
|
Warehouse club operations
|
31,834
|
28,197
|
92,109
|
84,025
|
||||||||||||
|
General and administrative
|
8,752
|
7,989
|
24,987
|
23,341
|
||||||||||||
|
Pre-opening expenses
|
840
|
344
|
1,126
|
443
|
||||||||||||
|
Asset impairment and closure costs (income)
|
—
|
(48
|
)
|
—
|
216
|
|||||||||||
|
Total operating expenses
|
330,540
|
293,304
|
975,409
|
900,927
|
||||||||||||
|
Operating income
|
18,076
|
13,240
|
54,748
|
45,618
|
||||||||||||
|
Other income (expense):
|
||||||||||||||||
|
Interest income
|
122
|
76
|
460
|
317
|
||||||||||||
|
Interest expense
|
(595
|
)
|
(685
|
)
|
(1,859
|
)
|
(1,875
|
)
|
||||||||
|
Other income (expense), net
|
(240
|
)
|
26
|
(247
|
)
|
(36
|
)
|
|||||||||
|
Total other expense
|
(713
|
)
|
(583
|
)
|
(1,646
|
)
|
(1,594
|
)
|
||||||||
|
Income from continuing operations before provision for income taxes and loss of unconsolidated affiliates
|
17,363
|
12,657
|
53,102
|
44,024
|
||||||||||||
|
Provision for income taxes
|
(5,309
|
)
|
(3,960
|
)
|
(16,901
|
)
|
(11,697
|
)
|
||||||||
|
Loss of unconsolidated affiliates
|
(6
|
)
|
(8
|
)
|
(11
|
)
|
(20
|
)
|
||||||||
|
Income from continuing operations
|
12,048
|
8,689
|
36,190
|
32,307
|
||||||||||||
|
Income (loss) from discontinued operations, net of tax
|
(4
|
)
|
55
|
40
|
(27
|
)
|
||||||||||
|
Net income
|
12,044
|
8,744
|
36,230
|
32,280
|
||||||||||||
|
Net loss attributable to noncontrolling interest
|
(20
|
)
|
(61
|
)
|
(132
|
)
|
(211
|
)
|
||||||||
|
Net income attributable to PriceSmart
|
$
|
12,024
|
$
|
8,683
|
$
|
36,098
|
$
|
32,069
|
||||||||
|
Net income attributable to PriceSmart:
|
||||||||||||||||
|
Income from continuing operations
|
12,028
|
8,628
|
36,058
|
32,096
|
||||||||||||
|
Income (loss) from discontinued operations, net of tax
|
(4
|
)
|
55
|
40
|
(27
|
)
|
||||||||||
|
$
|
12,024
|
$
|
8,683
|
$
|
36,098
|
$
|
32,069
|
|||||||||
|
Net income per share attributable to PriceSmart and available for distribution:
|
||||||||||||||||
|
Basic net income per share from continuing operations
|
$
|
0.40
|
$
|
0.29
|
$
|
1.21
|
$
|
1.09
|
||||||||
|
Basic net income (loss) per share from discontinued operations, net of tax
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
||||||||
|
Basic net income per share
|
$
|
0.40
|
$
|
0.29
|
$
|
1.21
|
$
|
1.09
|
||||||||
|
Diluted net income per share from continuing operations
|
$
|
0.40
|
$
|
0.29
|
$
|
1.21
|
$
|
1.08
|
||||||||
|
Diluted net income (loss) per share from discontinued operations, net of tax
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
||||||||
|
Diluted net income per share
|
$
|
0.40
|
$
|
0.29
|
$
|
1.21
|
$
|
1.08
|
||||||||
|
Shares used in per share computations:
|
||||||||||||||||
|
Basic
|
29,336
|
29,010
|
29,221
|
28,929
|
||||||||||||
|
Diluted
|
29,345
|
29,108
|
29,253
|
29,032
|
||||||||||||
|
Dividends per share
|
$
|
0.00
|
$
|
0.00
|
$
|
0.50
|
$
|
0.50
|
||||||||
|
Tax Benefit
|
Accum-
|
|||||||||||||||||||||||||||||||||||||||||||
|
From
|
ulated
|
Total
|
||||||||||||||||||||||||||||||||||||||||||
|
Stock-
|
Other
|
PriceSmart
|
||||||||||||||||||||||||||||||||||||||||||
|
Additional
|
based
|
Compre-
|
Accum-
|
Stock-
|
Non-
|
|||||||||||||||||||||||||||||||||||||||
|
Common Stock
|
Paid-in
|
Compen-
|
hensive
|
ulated
|
Treasury Stock
|
holders'
|
Controlling
|
Total
|
||||||||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
sation
|
Loss
|
Deficit
|
Shares
|
Amount
|
Equity
|
Interest
|
Equity
|
||||||||||||||||||||||||||||||||||
|
Balance at August 31, 2008
|
30,196
|
$
|
3
|
$
|
373,192
|
$
|
4,563
|
$
|
(12,897
|
)
|
$
|
(77,510
|
)
|
580
|
$
|
(12,845
|
)
|
$
|
274,506
|
$
|
480
|
$
|
274,986
|
|||||||||||||||||||||
|
Purchase of treasury stock
|
—
|
—
|
—
|
—
|
—
|
—
|
68
|
(1,112
|
)
|
(1,112
|
)
|
—
|
(1,112
|
)
|
||||||||||||||||||||||||||||||
|
Issuance of restricted stock awards
|
104
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
Forfeiture of restricted stock awards
|
(18
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||
|
Exercise of stock options
|
33
|
—
|
210
|
—
|
—
|
—
|
—
|
—
|
210
|
—
|
210
|
|||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
—
|
—
|
2,480
|
(175
|
)
|
—
|
—
|
—
|
—
|
2,305
|
—
|
2,305
|
||||||||||||||||||||||||||||||||
|
Common stock subject to put agreement
|
—
|
—
|
161
|
—
|
—
|
—
|
—
|
—
|
161
|
—
|
161
|
|||||||||||||||||||||||||||||||||
|
Purchase of treasury stock for PSC settlement
|
—
|
—
|
—
|
—
|
—
|
—
|
7
|
(161
|
)
|
(161
|
)
|
—
|
(161
|
)
|
||||||||||||||||||||||||||||||
|
Dividend payable to stockholders
|
—
|
—
|
—
|
—
|
—
|
(7,411
|
)
|
—
|
—
|
(7,411
|
)
|
—
|
(7,411
|
)
|
||||||||||||||||||||||||||||||
|
Dividend paid to stockholders
|
—
|
—
|
—
|
—
|
—
|
(7,392
|
)
|
—
|
—
|
(7,392
|
)
|
—
|
(7,392
|
)
|
||||||||||||||||||||||||||||||
|
Change in fair value of interest rate swaps
|
—
|
—
|
—
|
—
|
(621
|
)
|
—
|
—
|
—
|
(621
|
)
|
—
|
(621
|
)
|
||||||||||||||||||||||||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
32,069
|
—
|
—
|
32,069
|
211
|
32,280
|
|||||||||||||||||||||||||||||||||
|
Translation adjustment
|
—
|
—
|
—
|
—
|
(3,352
|
)
|
—
|
—
|
—
|
(3,352
|
)
|
9
|
(3,343
|
)
|
||||||||||||||||||||||||||||||
|
Comprehensive income
|
28,096
|
220
|
28,316
|
|||||||||||||||||||||||||||||||||||||||||
|
Balance at May 31, 2009
|
30,315
|
$
|
3
|
$
|
376,043
|
$
|
4,388
|
$
|
(16,870
|
)
|
$
|
(60,244
|
)
|
655
|
$
|
(14,118
|
)
|
$
|
289,202
|
$
|
700
|
$
|
289,902
|
|||||||||||||||||||||
|
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
|
—
|
—
|
—
|
—
|
—
|
—
|
69
|
(1,388
|
)
|
(1,388
|
)
|
—
|
(1,388
|
)
|
||||||||||||||||||||||||||||||
|
Issuance of restricted stock awards
|
111
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
|
Forfeiture of restricted stock awards
|
(5
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||
|
Exercise of stock options
|
138
|
—
|
836
|
—
|
—
|
—
|
—
|
—
|
836
|
—
|
836
|
|||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
—
|
—
|
2,829
|
(46
|
)
|
—
|
—
|
—
|
—
|
2,783
|
—
|
2,783
|
||||||||||||||||||||||||||||||||
|
Dividend payable to stockholders
|
—
|
—
|
—
|
—
|
—
|
(7,429
|
)
|
—
|
—
|
(7,429
|
)
|
—
|
(7,429
|
)
|
||||||||||||||||||||||||||||||
|
Dividend paid to stockholders
|
—
|
—
|
—
|
—
|
—
|
(7,433
|
)
|
—
|
—
|
(7,433
|
)
|
—
|
(7,433
|
)
|
||||||||||||||||||||||||||||||
|
Stockholder contribution
|
—
|
—
|
396
|
—
|
—
|
—
|
—
|
—
|
396
|
—
|
396
|
|||||||||||||||||||||||||||||||||
|
Acquisition of 5% minority interest
|
—
|
—
|
(2,914
|
)
|
—
|
—
|
—
|
—
|
—
|
(2,914
|
)
|
(886
|
)
|
(3,800
|
)
|
|||||||||||||||||||||||||||||
|
Change in fair value of interest rate swaps, net of tax
|
—
|
—
|
—
|
—
|
13
|
—
|
—
|
—
|
13
|
—
|
13
|
|||||||||||||||||||||||||||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
36,098
|
—
|
—
|
36,098
|
132
|
36,230
|
|||||||||||||||||||||||||||||||||
|
Translation adjustment
|
—
|
—
|
—
|
—
|
265
|
—
|
—
|
—
|
265
|
(16
|
)
|
249
|
||||||||||||||||||||||||||||||||
|
Comprehensive income
|
24 |
36,400
|
(770
|
)
|
36,516
|
|||||||||||||||||||||||||||||||||||||||
|
Balance at May 31, 2010
|
30,581
|
$
|
3
|
$
|
378,381
|
$
|
4,501
|
$
|
(16,952
|
)
|
$
|
(28,762
|
)
|
725
|
$
|
(15,522
|
)
|
$
|
321,649
|
$
|
—
|
$
|
321,649
|
|||||||||||||||||||||
|
Nine Months Ended
|
||||||||
|
May 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Operating Activities:
|
||||||||
|
Net income
|
$
|
36,230
|
$
|
32,280
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
11,191
|
9,700
|
||||||
|
Allowance for doubtful accounts
|
(4
|
)
|
2
|
|||||
|
Asset impairment and closure costs
|
—
|
74
|
||||||
|
Loss on sale of property and equipment
|
254
|
13
|
||||||
|
Release from escrow account due to settlement of litigation
|
—
|
256
|
||||||
|
Deferred income taxes
|
2,329
|
(701
|
)
|
|||||
|
Discontinued operations
|
(40
|
)
|
27
|
|||||
|
Equity in losses of unconsolidated affiliates
|
11
|
20
|
||||||
|
Excess tax deficiency on stock-based compensation
|
46
|
175
|
||||||
|
Stock-based compensation
|
2,829
|
2,480
|
||||||
|
Change in operating assets and liabilities:
|
||||||||
|
Change in receivables, prepaid expenses and other current assets, accrued salaries and benefits, deferred membership income and other accruals
|
3,267
|
(3,485
|
)
|
|||||
|
Merchandise inventories
|
(17,218
|
)
|
904
|
|||||
|
Accounts payable
|
12,086
|
(4,110
|
)
|
|||||
|
Net cash provided by continuing operating activities
|
50,981
|
37,635
|
||||||
|
Net cash provided by discontinued operating activities
|
142
|
57
|
||||||
|
Net cash provided by operating activities
|
51,123
|
37,692
|
||||||
|
Investing Activities:
|
||||||||
|
Additions to property and equipment
|
(38,162
|
)
|
(38,451
|
)
|
||||
|
Proceeds from disposal of property and equipment
|
85
|
91
|
||||||
|
Collection of note receivable from sale of closed warehouse club in the Dominican Republic
|
—
|
2,104
|
||||||
|
Purchase of 5% Trinidad noncontrolling interest
|
(3,800
|
)
|
—
|
|||||
|
Purchase of interest in Costa Rica joint ventures
|
—
|
(2,635
|
)
|
|||||
|
Capital contribution to Costa Rica joint ventures
|
—
|
(377
|
)
|
|||||
|
Purchase of interest in Panama joint venture
|
—
|
(4,616
|
)
|
|||||
|
Capital contribution to Panama joint venture
|
(433
|
)
|
—
|
|||||
|
Net cash used in continuing investing activities
|
(42,310
|
)
|
(43,884
|
)
|
||||
|
Net cash used in discontinued investing activities
|
—
|
(9
|
)
|
|||||
|
Net cash used in investing activities
|
(42,310
|
)
|
(43,893
|
)
|
||||
|
Financing Activities:
|
||||||||
|
Proceeds from bank borrowings
|
35,460
|
28,982
|
||||||
|
Repayment of bank borrowings
|
(19,119
|
)
|
(19,898
|
)
|
||||
|
Restricted cash
|
(6,000
|
)
|
—
|
|||||
|
Cash dividend payments
|
(7,433
|
)
|
(12,136
|
)
|
||||
|
Stockholder contribution
|
396
|
—
|
||||||
|
Excess tax deficiency on stock-based compensation
|
(46
|
)
|
(175
|
)
|
||||
|
Purchase of treasury stock for PSC settlement
|
—
|
(161
|
)
|
|||||
|
Proceeds from exercise of stock options
|
836
|
210
|
||||||
|
Purchase of treasury shares
|
(1,388
|
)
|
(1,112
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
2,706
|
(4,290
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(621
|
)
|
1,405
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
10,898
|
(9,086
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
44,193
|
48,121
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
55,091
|
$
|
39,035
|
||||
|
Nine Months Ended
|
||||||||
|
May 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Supplemental disclosure of cash flow information:
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest, net of amounts capitalized
|
$
|
1,836
|
$
|
1,905
|
||||
|
Income taxes
|
$
|
13,661
|
$
|
10,138
|
||||
|
Supplemental disclosure of non-cash financing activities:
|
||||||||
|
Dividends declared but not paid
|
$
|
7,429
|
$
|
7,411
|
||||
|
·
|
Reclassified to noncontrolling interest, a component of total equity, $770,000 at August 31, 2009, which was previously reported as minority interest on the consolidated balance sheet. A new subtotal, "Total PriceSmart stockholders’ equity", refers to the equity attributable to stockholders of PriceSmart; and
|
|
·
|
Reported as separate captions within the consolidated statements of income: "Net income attributable to noncontrolling interest" and "Net income attributable to PriceSmart."
|
|
Subsidiary
|
Countries
|
Ownership
|
Basis of Presentation
|
||||
|
PriceSmart, Aruba
|
Aruba
|
100.0%
|
Consolidated
|
||||
|
PriceSmart, Barbados
|
Barbados
|
100.0%
|
Consolidated
|
||||
|
PriceSmart, Colombia
|
Colombia
|
100.0%
|
Consolidated
(1)
|
||||
|
PSMT Caribe, Inc.:
|
|||||||
|
Costa Rica
|
Costa Rica
|
100.0%
|
Consolidated
|
||||
|
Dominican Republic
|
Dominican Republic
|
100.0%
|
Consolidated
|
||||
|
El Salvador
|
El Salvador
|
100.0%
|
Consolidated
|
||||
|
Honduras
|
Honduras
|
100.0%
|
Consolidated
|
||||
|
PriceSmart, Guam
|
Guam
|
100.0%
|
Consolidated
(2)
|
||||
|
PriceSmart, Guatemala
|
Guatemala
|
100.0%
|
Consolidated
|
||||
|
PriceSmart, Jamaica
|
Jamaica
|
100.0%
|
Consolidated
|
||||
|
PriceSmart, Nicaragua
|
Nicaragua
|
100.0%
|
Consolidated
|
||||
|
PriceSmart, Panama
|
Panama
|
100.0%
|
Consolidated
|
||||
|
PriceSmart, Trinidad
|
Trinidad
|
100.0%
|
Consolidated
(3)
|
||||
|
PriceSmart, U.S. Virgin Islands
|
U.S. Virgin Islands
|
100.0%
|
Consolidated
|
||||
|
GolfPark Plaza, S.A.
|
Panama
|
50.0%
|
Equity
(4)
|
||||
|
Price Plaza Alajuela PPA, S.A.
|
Costa Rica
|
50.0%
|
Equity
(4)
|
||||
|
Newco2
|
Costa Rica
|
50.0%
|
Equity
(4)
|
|
(1)
|
For the nine month period ended May 31, 2010, this entity had no activity.
|
|
(2)
|
Entity is treated as discontinued operations in the consolidated financial statements.
|
|
(3)
|
The Company acquired the remaining 5% ownership in May 2010. See Note 13 – Acquisition of Noncontrolling Interest.
|
|
(4)
|
Purchases of joint venture interests during the first quarter of fiscal year 2009 recorded as investment in unconsolidated affiliates on the consolidated balance sheets.
|
|
Tax Jurisdiction
|
Fiscal Years Subject to Audit
|
|
|
U.S. federal
|
1995 through 1998, 2000 through 2001, and 2005 through 2009
|
|
|
California (U.S.)
|
2000 through 2001 and 2005 to the present
|
|
|
Florida (U.S.)
|
2000 through 2001 and 2005 to the present
|
|
|
Aruba
|
2002 to the present
|
|
|
Barbados
|
2001 to the present
|
|
|
Costa Rica
|
2007 to the present
|
|
|
Dominican Republic
|
2006 to the present
|
|
|
El Salvador
|
2007 to the present
|
|
|
Guatemala
|
2006 to the present
|
|
|
Honduras
|
2003 to the present
|
|
|
Jamaica
|
2004 to the present
|
|
|
Mexico
|
2006 to the present
|
|
|
Nicaragua
|
2006 to the present
|
|
|
Panama
|
2007 to the present
|
|
|
Trinidad
|
2004 to the present
|
|
|
U.S. Virgin Islands
|
2001 to the present
|
|
May 31,
2010
|
August 31,
2009
|
|||||||
|
Cash and cash equivalents
|
$
|
236
|
$
|
28
|
||||
|
Accounts receivable, net
|
230
|
223
|
||||||
|
Prepaid expenses and other current assets
|
39
|
46
|
||||||
|
Other assets
|
475
|
603
|
||||||
|
Assets of discontinued operations
|
$
|
980
|
$
|
900
|
||||
|
Other accrued expenses
|
$
|
117
|
$
|
299
|
||||
|
Liabilities of discontinued operations
|
$
|
117
|
$
|
299
|
||||
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net warehouse club sales
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
|
Pre-tax income (loss) from discontinued operations
|
(4)
|
55
|
40
|
(27
|
)
|
|||||||||||
|
Provision for income taxes
|
—
|
—
|
—
|
—
|
||||||||||||
|
Income (loss) from discontinued operations, net of tax
|
$
|
(4)
|
$
|
55
|
$
|
40
|
$
|
(27
|
)
|
|||||||
|
May 31,
2010
|
August 31,
2009
|
|||||||
|
Land
|
$
|
81,291
|
$
|
74,506
|
||||
|
Building and improvements
|
170,427
|
139,639
|
||||||
|
Fixtures and equipment
|
87,836
|
80,680
|
||||||
|
Construction in progress
|
7,377
|
16,253
|
||||||
|
Total property and equipment, recorded at historical cost
|
346,931
|
311,078
|
||||||
|
Less: accumulated depreciation
|
(87,312
|
)
|
(79,280
|
)
|
||||
|
Property and equipment, net
|
$
|
259,619
|
$
|
231,798
|
||||
|
Land Costa Rica
|
$
|
3,724
|
||
|
Land Panama
|
2,856
|
|||
|
Land Trinidad
|
4,519
|
|||
|
Total land acquired
|
$
|
11,099
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||
|
May 31,
|
May 31,
|
||||||||||||
|
2010
|
2009
|
2010
|
2009
|
||||||||||
|
Net income from continuing operations attributable to PriceSmart
|
$
|
12,028
|
$
|
8,628
|
$
|
36,058
|
$
|
32,096
|
|||||
|
Less: Earnings and dividends allocated to unvested stockholders
|
(207
|
)
|
(188
|
)
|
(597
|
)
|
(682
|
)
|
|||||
|
Dividend distribution to common stockholders
|
—
|
(8
|
)
|
(14,649
|
)
|
(14,503
|
)
|
||||||
|
Basic undistributed net earnings available to common stockholders from continuing operations attributable to PriceSmart
|
11,821
|
8,432
|
20,812
|
16,911
|
|||||||||
|
Add: Net undistributed earnings allocated and reallocated to unvested stockholders (two-class method) and dividend distribution
|
—
|
8
|
14,650
|
14,504
|
|||||||||
|
Net earnings available to common stockholders from continuing operations attributable to PriceSmart
|
$
|
11,821
|
$
|
8,440
|
$
|
35,462
|
$
|
31,415
|
|||||
|
Net earnings (loss) available to common stockholders from discontinued operations
|
$
|
(4
|
)
|
$
|
55
|
$
|
40
|
$
|
(27
|
)
|
|||
|
Basic weighted average shares outstanding
|
29,336
|
29,010
|
29,221
|
28,929
|
|||||||||
|
Add dilutive effect of stock options (two-class method)
|
9
|
98
|
32
|
103
|
|||||||||
|
Diluted average shares outstanding
|
29,345
|
29,108
|
29,253
|
29,032
|
|||||||||
|
Basic income per share from continuing operations attributable to PriceSmart
|
$
|
0.40
|
$
|
0.29
|
$
|
1.21
|
$
|
1.09
|
|||||
|
Diluted income per share from continuing operations attributable to PriceSmart
|
$
|
0.40
|
$
|
0.29
|
$
|
1.21
|
$
|
1.08
|
|||||
|
Basic income (loss) per share from discontinued operations
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
|||||
|
Diluted income (loss) per share from discontinued operations
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
|||||
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Options granted to employees and directors
|
$
|
13
|
$
|
10
|
$
|
27
|
$
|
50
|
||||||||
|
Restricted stock awards
|
960
|
737
|
2,753
|
2,354
|
||||||||||||
|
Restricted stock units
|
16
|
42
|
49
|
76
|
||||||||||||
|
Stock-based compensation expense
|
$
|
989
|
$
|
789
|
$
|
2,829
|
$
|
2,480
|
||||||||
|
Shares
|
Weighted Average Exercise Price
|
|||||||
|
Shares subject to outstanding options at August 31, 2009
|
179,998
|
$
|
10.02
|
|||||
|
Granted
|
6,000
|
20.01
|
||||||
|
Exercised
|
(136,998
|
)
|
6.25
|
|||||
|
Forfeited or expired
|
(9,000
|
)
|
32.29
|
|||||
|
Shares subject to outstanding options at May 31, 2010
|
40,000
|
$
|
19.42
|
|||||
|
Nine Months Ended
|
||||||||
|
May 31,
|
May 31,
|
|||||||
|
2010
|
2009
|
|||||||
|
Risk free interest rate
|
2.71
|
%
|
2.02
|
%
|
||||
|
Expected life
|
5 years
|
5 years
|
||||||
|
Expected volatility
|
53.25
|
%
|
53.55
|
%
|
||||
|
Expected divided yield
|
2.5
|
%
|
1.8
|
%
|
||||
|
Range of
Exercise Prices
|
Outstanding as
of May 31, 2010
|
Weighted-Average
Remaining
Contractual Life
(in years)
|
Weighted-Average
Exercise Price on Options Outstanding
|
Options Exercisable as
of May 31, 2010
|
Weighted-Average
Exercise Price
on Options
Exercisable as of
May 31, 2010
|
|||||||||||||||||
|
$
|
7.63 – $9.00
|
8,000
|
1.20
|
$
|
7.91
|
7,200
|
$
|
7.87
|
||||||||||||||
|
9.00 – 21.00
|
18,000
|
4.17
|
17.47
|
5,200
|
16.14
|
|||||||||||||||||
|
21.00 – 35.06
|
14,000
|
2.15
|
28.50
|
9,800
|
30.59
|
|||||||||||||||||
|
$
|
7.63 – $35.06
|
40,000
|
2.87
|
$
|
19.42
|
22,200
|
$
|
19.84
|
||||||||||||||
|
Nine Months Ended
May 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Proceeds from stock options exercised
|
$
|
836
|
210
|
|||||
|
Intrinsic value of stock options exercised
|
$
|
1,921
|
365
|
|||||
|
Nine Months Ended
May 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Grants outstanding at beginning of period
|
618,250
|
748,860
|
||||||
|
Granted
|
107,350
|
103,950
|
||||||
|
Cancelled
|
(4,771
|
)
|
(17,677
|
)
|
||||
|
Vested
|
(199,869
|
)
|
(198,124
|
)
|
||||
|
Grants outstanding at end of period
|
520,960
|
637,009
|
||||||
|
Approximate
|
Remaining
|
|||||||
|
Square
|
Current Lease
|
Option(s)
|
||||||
|
Location
(1)
|
Facility Type
|
Date Opened
|
Footage
|
Expiration Date
|
to Extend
|
|||
|
Via Brazil, Panama
|
Warehouse Club
|
December 4, 1997
|
68,696
|
October 31, 2026
|
10 years
|
|||
|
Miraflores, Guatemala
|
Warehouse Club
|
April 8, 1999
|
66,059
|
December 31, 2020
|
5 years
|
|||
|
Pradera, Guatemala
|
Warehouse Club
|
May 29, 2001
|
48,438
|
May 28, 2021
|
none
|
|||
|
Tegucigalpa, Honduras
|
Warehouse Club
|
May 31, 2000
|
64,735
|
May 30, 2020
|
none
|
|||
|
Oranjestad, Aruba
|
Warehouse Club
|
March 23, 2001
|
64,627
|
March 23, 2021
|
10 years
|
|||
|
Port of Spain, Trinidad
|
Warehouse Club
|
December 5, 2001
|
54,046
|
July 5, 2031
|
none
|
|||
|
St. Thomas, U.S.V.I.
|
Warehouse Club
|
May 4, 2001
|
54,046
|
February 28, 2020
|
10 years
|
|||
|
Barbados
|
Storage Facility
|
May 5, 2006
|
4,800
|
May 31, 2011
|
1 year
|
|||
|
Chaguanas, Trinidad
|
Employee Parking
|
May 1, 2009
|
4,944
|
April 30, 2024
|
none
|
|||
|
Chaguanas, Trinidad
|
Container Parking
|
April 1, 2010
|
65,340
|
March 31, 2015
|
none
|
|||
|
San Diego, CA
|
Corporate Headquarters
|
April 1, 2004
|
35,000
|
March 31, 2011
|
5 years
|
|||
|
Miami, FL
|
Distribution Facility
|
March 1, 2008
|
200,709
|
August 31, 2018
|
10 years
|
|||
|
Miami, FL
|
Distribution Facility
|
September 1, 2001
|
36,575
|
February 28, 2011
|
none
|
|||
|
(1)
The former club located in Guam is not included; this warehouse club was closed in fiscal year 2004. The land and building are currently subleased to a third-party.
|
||||||||
|
Three Months Ended
|
Nine months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Minimum rental payments
|
$
|
1,721
|
$
|
1,658
|
$
|
5,119
|
$
|
4,911
|
||||||||
|
Deferred rent accruals
|
108
|
123
|
327
|
386
|
||||||||||||
|
Total straight line rent expense
|
1,829
|
1,781
|
5,446
|
5,297
|
||||||||||||
|
Contingent rental payments
|
381
|
313
|
1,143
|
1,004
|
||||||||||||
|
Rental expense
|
$
|
2,210
|
$
|
2,094
|
$
|
6,589
|
$
|
6,301
|
||||||||
|
Periods Ended May 31,
|
Open
Locations
(1)
|
|||
|
2011
|
$
|
6,356
|
||
|
2012
|
5,506
|
|||
|
2013
|
5,702
|
|||
|
2014
|
5,751
|
|||
|
2015
|
5,794
|
|||
|
Thereafter
|
46,684
|
|||
|
Total
(2)
|
$
|
75,793
|
||
|
(1)
|
Operating lease obligations have been reduced by approximately $558,000 to reflect sub-lease income.
|
|
(2)
|
The total excludes payments for the discontinued operations in Guam. The projected minimum payments excluded for Guam are approximately $1.1 million; however, sublease income for this location is projected to be approximately $1.5 million, yielding no net projected obligation.
|
|
Three Months Ended
|
Nine months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Minimum rental payments
|
$
|
583
|
$
|
547
|
$
|
1,767
|
$
|
1,653
|
||||||||
|
Deferred rent accruals
|
16
|
12
|
46
|
327
|
( 1) | |||||||||||
|
Total straight line rent expense
|
599
|
559
|
1,813
|
1,980
|
||||||||||||
|
Contingent rental payments
|
18
|
82
|
59
|
82
|
||||||||||||
|
Common maintenance area income
|
11
|
2
|
36
|
9
|
||||||||||||
|
Rental income
|
$
|
628
|
$
|
643
|
$
|
1,908
|
$
|
2,071
|
||||||||
|
(1)
|
The Company recorded deferred rental income of $279,000 in the first quarter of fiscal year 2009 based on a revised calculation that did not affect subsequent quarters.
|
|
Periods ended May 31,
|
Amount
|
|||
|
2011
|
$
|
2,229
|
||
|
2012
|
1,808
|
|||
|
2013
|
1,599
|
|||
|
2014
|
1,553
|
|||
|
2015
|
1,584
|
|||
|
Thereafter
|
8,984
|
|||
|
Total
|
$
|
17,757
|
(1)
|
|
|
(1)
|
The Company has entered into a 10 year lease agreement with an option to purchase, leasing the vacated Los Pueblos site. The Company will record rent from this lease as rental income. The future minimum rental income includes this item.
|
|
May 31,
|
August 31,
|
|||||||
|
2010
|
2009
|
|||||||
|
Note due July 2017, 9.0% fixed rate
|
$
|
6,122
|
$
|
6,552
|
||||
|
Note due November 2017, (six-month LIBOR + 1.5%) 2.12% current Rate
(1)(5)
|
3,375
|
3,825
|
||||||
|
Note due November 2017, (BB Prime rate – 2%) 7.85% current rate
(1)
|
3,334
|
3,780
|
||||||
|
Note due September 2014, (greater of 30 days LIBOR + 4% or 7.5%) 7.5% current rate
(1) (2) (4)
|
7,467
|
—
|
||||||
|
Note due August 2018, (1 year LIBOR + 2.75%) 4.11% current rate
(1)(5)
|
7,425
|
8,100
|
||||||
|
Note due February 2016, 6.7% fixed rate
|
8,344
|
9,025
|
||||||
|
Note due August 2014, (greater of 30 days LIBOR + 4% or 7.5%) 7.5% current rate
(1) (2) (4)
|
9,250
|
10,000
|
||||||
|
Note due January 2015, (greater of 30 days LIBOR + 4% or 7.5%) 7.5% current rate
(1) (2) (4)
|
5,800
|
—
|
||||||
|
Note due March 2015, (Variable interest of 11.25%, to be periodically reviewed)11.25% current rate
(3)
|
5,812
|
—
|
||||||
|
Note due September 2011, ($475,000 three year, zero interest, discounted loan)
|
444
|
428
|
||||||
|
Total long-term debt
|
57,373
|
41,710
|
||||||
|
Less: current portion
|
7,222
|
4,590
|
||||||
|
Long-term debt, net of current portion
|
$
|
50,151
|
$
|
37,120
|
||||
|
(1)
|
Under the terms of these agreements, the subsidiaries that received these loans must comply with certain financial covenants, which include debt service and leverage ratios. As of May 31, 2010 and August 31, 2009, these subsidiaries are in compliance with the covenants.
|
|
(2)
|
Loan contains a balloon payment due at the end of the loan.
|
|
(3)
|
On March 16, 2010, the Company’s Honduras subsidiary entered into an agreement with Banco Del Pais to open and maintain a certificate of deposit for $6.0 million with an initial rate of 3.875%. The certificate of deposit is automatically renewable by Banco Del Pais on an annual basis for the net amortized outstanding balance on the loan obtained on March 16, 2010, for the period of time that the loan agreement is open.
|
|
(4)
|
As of July 1, 2010, the interest on these loans will be at a fixed rate of 5.5%. |
| (5) | The Company has entered into an interest rate swap agreement to eliminate the changes (variability) of the interest payments. See Note 12 - Interest Rate Swaps. |
|
Income Statement Classification
|
Interest expense
on Borrowings
|
Loss
on Swaps
|
Interest expense
|
|||||||||
|
Interest expense for the three months ended May 31, 2010
|
$
|
115
|
$
|
69
|
$
|
184
|
||||||
|
Interest expense for the three months ended May 31, 2009
|
170
|
36
|
206
|
|||||||||
|
Interest expense for the nine months ended May 31, 2010
|
345
|
217
|
562
|
|||||||||
|
Interest expense for the nine months ended May 31, 2009
|
523
|
96
|
581
|
|||||||||
|
Floating Rate Payer (Swap Counterparty)
|
Notional Amount
as of
May 31, 2010
|
Notional Amount
as of
August 31, 2009
|
||||||
|
RBTT
|
$
|
7,425
|
$
|
8,100
|
||||
|
Citibank N.A.
|
3,375
|
3,825
|
||||||
|
Total
|
$
|
10,800
|
$
|
11,925
|
||||
|
Liability Derivatives
|
||||||||||
|
May 31, 2010
|
August 31, 2009
|
|||||||||
|
Derivatives designated as hedging instruments
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
||||||
|
Interest Rate Swaps
(1)
|
Other Accrued Expenses
|
$
|
602
|
Other Accrued Expenses
|
$
|
625
|
||||
|
Total derivatives designated as hedging instruments
(2)
|
$
|
602
|
$
|
625
|
||||||
|
(1)
|
The effective portion of the interest rate swaps was recorded as a loss to accumulated other comprehensive loss for $442,000 and $464,000, net of tax, as of May 31, 2010, and August 31, 2009, respectively.
|
|
(2)
|
All derivatives were designated as hedging instruments.
|
|
May 31,
|
August 31,
|
|||||||
|
2010
|
2009
|
|||||||
|
Current assets
|
$
|
521
|
$
|
22
|
||||
|
Noncurrent assets
|
6,511
|
6,252
|
(1)
|
|||||
|
Current liabilities
|
22
|
41
|
||||||
|
Noncurrent liabilities
|
—
|
—
|
||||||
|
(1)
|
Noncurrent assets for the period ended August 31, 2009 have been restated. The amount previously reported was $10.9 million. The change was a result of the joint venture, Golf Park Plaza, correcting its application of the International Financial Reporting Standards ("IFRS") valuation of property, plant and equipment. This change did not have an impact on the Company's previously reported results of operations, financial position or cash flow prepared in accordance with U.S. GAAP.
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net loss
|
$
|
(6
|
)
|
$
|
(8
|
)
|
$
|
(11
|
)
|
$
|
(20
|
)
|
||||
|
Entity
|
Company’s Variable
Interest in Entity
|
Company’s Maximum Exposure to Loss in Entity
|
||||||||
|
GolfPark Plaza, S.A.
|
$ | 5,093 | $ | 7,111 | ||||||
|
Price Plaza Alajuela, S.A.
|
2,594 | 4,239 | ||||||||
|
Newco2
|
409 | 475 | (1) | |||||||
|
Total
|
$ | 8,096 | $ | 11,825 | ||||||
|
(1)
|
The amount includes the imputed interest on the loan from Prico.
|
|
United
States
Operations
|
Central
American
Operations
|
Caribbean
Operations
|
Reconciling Items
(1)
|
Total
|
||||||||||||||||||
|
Nine Month Period Ended May 31, 2010
|
||||||||||||||||||||||
|
Revenues from external customers
|
$
|
2,505
|
$
|
631,437
|
$
|
396,215
|
$
|
—
|
$
|
1,030,157
|
||||||||||||
|
Intersegment revenues
|
363,843
|
—
|
2,907
|
(366,750
|
)
|
—
|
||||||||||||||||
|
Depreciation and amortization
|
(719
|
)
|
(6,177
|
)
|
(4,295
|
)
|
—
|
(11,191
|
)
|
|||||||||||||
|
Asset impairment and closure (costs) gains
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||
|
Operating income
|
21,473
|
24,586
|
8,689
|
—
|
54,748
|
|||||||||||||||||
|
Interest income from external sources
|
72
|
291
|
97
|
—
|
460
|
|||||||||||||||||
|
Interest income from intersegment sources
|
2,587
|
617
|
—
|
(3,204
|
)
|
—
|
||||||||||||||||
|
Interest expense from external sources
|
(22
|
)
|
(1,585
|
)
|
(252
|
)
|
—
|
(1,859
|
)
|
|||||||||||||
|
Interest expense from intersegment sources
|
(49
|
)
|
(1,447
|
)
|
(1,708
|
)
|
3,204
|
—
|
||||||||||||||
|
Income from continuing operations before taxes
|
24,057
|
22,232
|
6,670
|
—
|
52,959
|
|||||||||||||||||
|
Provision for income taxes
|
(4,645
|
)
|
(9,147
|
)
|
(3,109
|
)
|
—
|
(16,901
|
)
|
|||||||||||||
|
Net income
(2)
|
19,453
|
13,085
|
3,560
|
—
|
36,098
|
|||||||||||||||||
|
Assets of discontinued operations
|
980
|
—
|
—
|
—
|
980
|
|||||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
26,205
|
174,397
|
114,506
|
—
|
315,108
|
|||||||||||||||||
|
Goodwill
|
—
|
32,377
|
5,156
|
—
|
37,533
|
|||||||||||||||||
|
Identifiable assets
|
46,180
|
308,218
|
193,187
|
—
|
547,585
|
|||||||||||||||||
|
Nine Month Period Ended May 31, 2009
|
||||||||||||||||||||||
|
Revenues from external customers
|
$
|
2,826
|
$
|
558,077
|
$
|
385,642
|
$
|
—
|
$
|
946,545
|
||||||||||||
|
Intersegment revenues
|
309,353
|
—
|
2,577
|
(311,930
|
)
|
—
|
||||||||||||||||
|
Depreciation and amortization
|
(695
|
)
|
(5,340
|
)
|
(3,664
|
)
|
—
|
(9,699
|
)
|
|||||||||||||
|
Asset impairment and closure (costs) gains
|
—
|
(360
|
)
|
144
|
—
|
(216
|
)
|
|||||||||||||||
|
Operating income
|
1,300
|
25,740
|
18,578
|
—
|
45,618
|
|||||||||||||||||
|
Interest income from external sources
|
137
|
137
|
43
|
—
|
317
|
|||||||||||||||||
|
Interest income from intersegment sources
|
2,975
|
617
|
—
|
(3,592
|
)
|
—
|
||||||||||||||||
|
Interest expense from external sources
|
(33
|
)
|
(694
|
)
|
(1,148
|
)
|
—
|
(1,875
|
)
|
|||||||||||||
|
Interest expense from intersegment sources
|
(236
|
)
|
(2,126
|
)
|
(1,230
|
)
|
3,592
|
—
|
||||||||||||||
|
Income from continuing operations before taxes
|
4,145
|
23,662
|
15,985
|
—
|
43,792
|
|||||||||||||||||
|
Provision for income taxes
|
(1,416
|
)
|
(5,955
|
)
|
(4,326
|
)
|
—
|
(11,697
|
)
|
|||||||||||||
|
Net income
|
2,703
|
17,707
|
11,659
|
—
|
32,069
|
|||||||||||||||||
|
Assets of discontinued operations
|
1,157
|
—
|
—
|
—
|
1,157
|
|||||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
26,960
|
158,412
|
89,785
|
—
|
275,157
|
|||||||||||||||||
|
Goodwill
|
—
|
32,601
|
5,140
|
—
|
37,741
|
|||||||||||||||||
|
Identifiable assets
|
48,575
|
270,136
|
155,138
|
—
|
473,849
|
|||||||||||||||||
|
Year Ended August 31, 2009
|
||||||||||||||||||||||
|
Revenues from external customers
|
$
|
3,740
|
$
|
741,133
|
$
|
506,755
|
$
|
—
|
$
|
1,251,628
|
||||||||||||
|
Intersegment revenues
|
409,840
|
—
|
3,349
|
(413,189
|
)
|
—
|
||||||||||||||||
|
Depreciation and amortization
|
(983
|
)
|
(7,830
|
)
|
(5,085
|
)
|
—
|
(13,898
|
)
|
|||||||||||||
|
Asset impairment and closure (costs) gains
|
(99
|
)
|
212
|
136
|
—
|
249
|
||||||||||||||||
|
Operating income
|
3,823
|
32,601
|
21,060
|
—
|
57,484
|
|||||||||||||||||
|
Interest income from external sources
|
148
|
186
|
123
|
—
|
457
|
|||||||||||||||||
|
Interest income from intersegment sources
|
3,769
|
824
|
—
|
(4,593
|
)
|
—
|
||||||||||||||||
|
Interest expense from external sources
|
(29
|
)
|
(692
|
)
|
(979
|
)
|
—
|
(1,700
|
)
|
|||||||||||||
|
Interest expense from intersegment sources
|
(126
|
)
|
(2,778
|
)
|
(1,689
|
)
|
4,593
|
—
|
||||||||||||||
|
Income from continuing operations before taxes
|
7,847
|
29,938
|
17,631
|
—
|
55,416
|
|||||||||||||||||
|
Provision for income taxes
|
(2,128
|
)
|
(9,059
|
)
|
(1,882
|
)
|
—
|
(13,069
|
)
|
|||||||||||||
|
Net income
|
5,690
|
20,879
|
15,750
|
—
|
42,319
|
|||||||||||||||||
|
Assets of discontinued operations
|
900
|
—
|
—
|
—
|
900
|
|||||||||||||||||
|
Long-lived assets (other than deferred tax assets)
|
27,309
|
159,607
|
94,737
|
—
|
281,653
|
|||||||||||||||||
|
Goodwill
|
—
|
32,394
|
5,144
|
—
|
37,538
|
|||||||||||||||||
|
Identifiable assets
|
43,544
|
277,481
|
166,348
|
—
|
487,373
|
|||||||||||||||||
|
(1)
|
The reconciling items reflect the amount eliminated on consolidation of intersegment transactions.
|
|
(2)
|
The increase in net income for the nine months ended May 31, 2010 for the United States Operations segment as compared to net income for the nine months ended May 31, 2009 is primarily due to the increase, beginning in fiscal year 2010, of the royalty rates charged by the United States to the Company's foreign subsidiaries with respect to licensing of trademarks and other intellectual property rights.
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Country/Territoy
|
Number of
Warehouse Clubs
in Operation
(as of
May 31, 2010)
|
Number of
Warehouse Clubs
in Operation (as of
May 31, 2009)
|
Ownership (as of
May 31, 2010)
|
Basis of
Presentation
|
|||||||||
|
Panama
|
4 | 4 | 100 | % |
Consolidated
|
||||||||
|
Costa Rica
|
5 | 5 | 100 | % |
Consolidated
|
||||||||
|
Dominican Republic
|
2 | 2 | 100 | % |
Consolidated
|
||||||||
|
Guatemala
|
3 | 3 | 100 | % |
Consolidated
|
||||||||
|
El Salvador
|
2 | 2 | 100 | % |
Consolidated
|
||||||||
|
Honduras
|
2 | 2 | 100 | % |
Consolidated
|
||||||||
|
Trinidad
|
4 | 3 | 100 | % |
Consolidated
|
||||||||
|
Aruba
|
1 | 1 | 100 | % |
Consolidated
|
||||||||
|
Barbados
|
1 | 1 | 100 | % |
Consolidated
|
||||||||
|
U.S. Virgin Islands
|
1 | 1 | 100 | % |
Consolidated
|
||||||||
|
Jamaica
|
1 | 1 | 100 | % |
Consolidated
|
||||||||
|
Nicaragua
|
1 | 1 | 100 | % |
Consolidated
|
||||||||
|
Totals
|
27 | 26 | |||||||||||
|
·
|
The economic slowdown in the U.S. and other major world economies had a negative effect on the economies of those countries where PriceSmart operates dating back to the beginning of last calendar year. Lower expatriate remittances, reduced U.S. demand for exports from Central America (particularly affecting the assembly (“maquila”) export sector in Guatemala, Honduras and the Dominican Republic), and reduced tourism from the U.S. and Europe (particularly affecting Caribbean markets) contributed to a generally weak economic environment in many of the Company’s markets. The Company began to see signs of improving consumer spending in our warehouse
clubs in the second fiscal quarter of fiscal year 2010 and those positive trends continued in the current fiscal quarter. These include:
|
|
·
|
Sales of non-consumable merchandise continued to increase in the third fiscal quarter after declining through much of calendar year 2009 when compared to the same quarter in the prior year. The two most recent fiscal quarters (quarter 2 and quarter 3) have seen a year over year increase in non-consumable merchandise sales of 8.5% and 16.4%, respectively.
|
|
·
|
The decline in the dollar value of the average transaction, which had been 3.2%, 4.8%, and 4.1% in the last two fiscal quarters of fiscal year 2009 and the first fiscal qu
arter of fiscal year 2010, declined only 0.6% in the second fiscal quarter of fiscal year 2010 and registered a 4.3% increase in the most recent fiscal quarter compared to the same quarter in the last fiscal year.
|
|
·
|
Comparable warehouse club sales percentage growth has been generally trending upward over the past eight months from a negative growth rate of 1.1% in September to a reduced negative growth rate of 0.3% in October followed by positive comparable warehouse club sales growth rates of 0.8%, 3.5%, 5.8%, and 7.1% in November, December, January, and February, respectively. In the current fiscal quarter, comparable warehouse sales growth rates were 12.0%, 9.1%, and 10.7% for March, April, and May, respectively.
|
|
·
|
Many PriceSmart markets are susceptible to foreign currency exchange rate volatility. Currency exchange rate changes either increase or decrease the cost of imported products and can have an effect on the reported sales of the consolidated company when local currency denominated sales are translated to U.S. dollars. In addition, the Company revalues all U.S. dollar denominated liabilities within those markets that do not use the U.S. dollar as its functional currency. These liabilities include, but are not limited to, the value of items shipped from the U.S. to our foreign markets. Approximately 48% of the Company’s net warehouse sales are comprised of products imported into the markets where PriceSmart warehouse clubs are located. Products imported for sale in PriceSmart markets are purchased in U.S. dollars, but approximately 78% of the Company’s net warehouse sales are in foreign currencies. In general, local currencies in PriceSmart markets have declined relative to the dollar, but the Guatemalan quetzale and the Costa Rican colone recently have appreciated relative to the U.S. dollar. We adjust prices on U.S. dollar goods on a periodic basis to maintain our target margins after taking into account changes in exchange rates. As a result, declines in local currencies relative to the U.S. dollar effectively increase the cost to the Company’s members of imported products, while appreciation in local currencies makes imported products more affordable. With respect to locally acquired merchandise sold in the Company’s warehouse clubs, which accounts for approximately 52% of net warehouse sales, the Company’s margins are not affected by changes in exchange rates and therefore the Company does not adjust prices of these products to address changes in exchange rates. However, in the case of locally acquired merchandise, a decline in local currency rates relative to the U.S. dollar will decrease the reported year over year sales of the Company when expressed in U.S. dollars. Conversely, a strengthening of local currency rates relative to the U.S. dollar will increase the reported year over year sales. With respect to the revaluation of monetary assets and liabilities, the Company recognizes the revaluation (either positive or negative) as an element of net warehouse cost of goods sold and indicates the dollar value of that revaluation, net of reserves, in the discussion on warehouse gross margins. The Company seeks to reduce U.S. dollar denominated liabilities by obtaining local currency loans from banks within certain markets where it is economical to do so and where the risk of devaluation or the level of U.S. dollar denominated liabilities is high. For example, in March, the Company instituted a local currency denominated long term loan in Honduras ($6.0 million, U.S. dollar equivalent). The Company also has local currency denominated long term loans in Guatemala and Barbados. The Company is not aware of any material trends or uncertainties regarding the currencies of any other markets that the Company expects will have a material impact on the Company or its operations in future periods. However, there is no way to accurately forecast how currencies may trade in the future and, as a result, the Company cannot accurately project the impact of the change in rates on the Company’s reported sales or financial results.
|
|
·
|
To help achieve pricing leadership and maintain a competitive advantage, the Company performs comparison shopping in its markets and where necessary targets a lower mark-up on the cost of certain merchandise which has the effect of lowering prices for that merchandise.
|
|
·
|
The Company’s ongoing focus is to improve the value proposition for its members. This involves negotiating lower prices with vendors, reducing supply chain costs for the movement of merchandise from the U.S. to its warehouse clubs, and operating the warehouse clubs in an efficient low cost shopping format where pallet-ready merchandise is moved directly from receiving to the sales floor. The strong growth in sales that the Company has experienced over the last three years has improved the Company’s buying power from merchandise suppliers due to the larger purchasing quantities. Additionally, leveraging of costs through the supply chain results from economies of scale in such things as increased utilization of full container shipments. These savings, when realized, are passed on to our members through lower merchandise prices which in turn further increases sales volume. The Company believes that it can continue to realize savings resulting from cost leverage on increased sales volume through its negotiations with suppliers and from operating efficiencies within its distribution centers and warehouse clubs.
|
|
·
|
The Company has undertaken or is planning several significant expansions, reconfigurations and/or fixture upgrades of existing warehouse clubs. These include the expansion of the warehouse clubs in Aruba and Port of Spain, Trinidad that were finalized in fiscal year 2010, adding approximately 9,000 and 900 square feet of sales floor space, respectively. Significant upgrades to fixtures included the completion of a new produce overstock cooler in the third quarter of fiscal year 2010 within the Barbados warehouse club. The Company has plans to expand, reconfigure, and/or upgrade clubs and/or fixtures in several more locations over the next 12 months. Current expectations are that these will include: expansion of the Barbados warehouse club sales floor space of approximately 10,000 square feet; remodeling of the fresh foods area within the Port of Spain, Trinidad warehouse club; the Nicaragua and Tegucigalpa, Honduras warehouse club bakery expansions of approximately 1,000 and 1,350 square feet, respectively; and the Llorente, Costa Rica warehouse club overstock freezer expansion. These expansions, reconfigurations, and/or upgrades provide for more selling space or increased capacity for stocking merchandise in the warehouse clubs.
|
|
·
|
During the first nine months of fiscal year 2010, the Company contracted for the use of a free trade zone distribution center in Miami, Florida. The Company will incur distribution charges on a per unit basis for this distribution center. The Company entered into a new lease amendment for its Miami frozen distribution center on August 31, 2009, providing for an expansion of 5,000 square feet of leased frozen and refrigerated space. The Company recently entered into a letter of intent to lease approximately 74,000 square feet of warehouse space adjacent to its primary distribution facility located in Miami. The Company intends to utilize this area to consolidate its dry, frozen and refrigerated merchandise distribution facilities, which would permit the Company to more efficiently service the PriceSmart warehouse club locations and realize savings in distribution expenses by improving the flow of merchandise through the facility and reducing handling costs. In August 2009, fiscal year 2009, the Company eliminated the Panama distribution center for which the Company incurred distribution charges on a per unit basis. The Company continues to evaluate the supply chain for its merchandise shipments including the most efficient and cost effective routing of shipments from suppliers to the
warehouse clubs.
|
|
·
|
The Company offers a co-branded credit card to PriceSmart members in Central America in cooperation with a bank in the region, Credomatic. During fiscal year 2009, the Company introduced the co-branded program in its Caribbean markets, except for Aruba, in cooperation with a bank in that region, Scotiabank. The programs allow for savings in credit card processing fees when the co-branded card is used at the warehouse club as well as providing benefits to club members. Management anticipates that as more members obtain and use the card, the Company will see increased savings related to credit card costs. Working with Credomatic and Scotiabank, the Company seeks to increase the use of the co-branded cards in those markets in the future. In the most recent nine month period, bank and credit card expenses improved three basis points as a percent of sales compared to the same period in the prior fiscal year.
|
|
·
|
The Company has an on-going process to evaluate sites for additional PriceSmart locations. Although a specific target for new warehouse club openings beyond fiscal year 2010 has not been set, management believes that there are opportunities to add locations in certain PriceSmart markets. The Company is currently constructing a new warehouse club on the 322,920 square feet site in Santo Domingo, Dominican Republic which was acquired in December 2009. The Company expects to open this new warehouse club in the fall of 2010. It will be the second warehouse club in Santo Domingo and the third in the Dominican Republic
.
In addition, on June 18, 2010, the Company entered into a contract to purchase approximately 210,000 square feet of land in Barranquilla, Colombia for approximately $6.0 million on which the Company plans to construct a new membership warehouse club expected to open during the summer of 2011. The Company can cancel the agreement, which is subject to certain contingencies, on or before July 18, 2010 for a cancellation fee of approximately $50,000 and after July 18, 2010 for a cancellation fee of approximately $250,000. The Company believes that Colombia could be a market for multiple PriceSmart warehouse
clubs
.
|
|
·
|
Most
PriceSmart real estate is owned rather than leased. Real estate ownership provides a number of advantages as compared to leasing, including lower operating expenses, flexibility to expand or otherwise enhance PriceSmart buildings, long-term control over the use of the property and the residual value that the real estate may have in future years. In the course of acquiring sites, the Company may have to purchase more land than is actually needed for the warehouse club operation. As an example, the transaction in which the Company acquired the Alajuela site in Costa Rica included the purchase of land for the PriceSmart warehouse club and a joint venture with the seller on the balance of the property. PriceSmart entered into a similar real estate transaction with respect to the recently opened Brisas site in Panama City. To the extent that the Company acquires property in excess of what is needed for the warehouse club, the objective is to either sell or develop the excess property. The excess properties at Alajuela and Brisas are being held for development by the 50/50 joint ventures. A similar development strategy is being employed for excess land at the new San Fernando, Trinidad and Arroyo Hondo, Dominican Republic locations where the properties are fully owned by PriceSmart. The profitable sale or development of real estate is highly dependent on real estate market conditions. At the present time, market conditions in these markets are not strongly conducive to property development, but the Company expects to find suitable tenants or acquirers in the future for its property development projects.
|
|
·
|
Net warehouse club sales increased 8.9% over the prior year, resulting from the opening of a new warehouse club in Costa Rica in April 2009 and most recently the opening of new club in Trinidad on April 30, 2010. Comparable warehouse club sales (that is, sales in warehouse clubs that have been open for greater than 13 1/2 calendar months) for the 39 weeks ending May 30, 2010 grew 5.6%.
|
|
·
|
Membership income for the first nine months of fiscal year 2010 increased 9.5% to $14.5 million as a result of an 8% increase in membership accounts from May 31, 2009 to May 31, 2010 and continued strong renewal rates at 85%.
|
|
·
|
Gross profits (net warehouse club sales less associated cost of goods sold) increased 13.1% over the prior year due to increased warehouse sales, and gross margin increased 57 basis points as a percent of net warehouse sales as a result of the positive effect of foreign exchange rate movements, reduced markdowns, improved shrink results, and end-cap income.
|
|
·
|
Selling, general and administrative expenses were 6 basis points higher as a percentage of sales than the same period last year, reflecting the costs associated with an additional warehouse club and the effect of higher payroll and utility costs in the comparable warehouse clubs.
|
|
·
|
Operating income for the first nine months of fiscal year 2010 was $54.7 million, an increase of $9.1 million over the first nine months of fiscal year 2009.
|
|
·
|
Net income attributable to PriceSmart for the first nine months of fiscal year 2010 was $36.1 million, or $1.21 per diluted share.
|
|
Warehouse Club Sales for the
Three Months Ended
|
||||||||||||||||||||||||
|
May 31, 2010
|
May 31, 2009
|
|||||||||||||||||||||||
|
Amount
|
% of Net
Revenue
|
Amount
|
% of Net
Revenue
|
Increase
|
Change
|
|||||||||||||||||||
|
(Dollar amounts in thousands)
|
||||||||||||||||||||||||
|
Central America
|
$
|
212,240
|
62.2
|
%
|
$
|
178,966
|
59.7
|
%
|
$
|
33,274
|
18.6
|
%
|
||||||||||||
|
Caribbean
|
128,975
|
37.8
|
%
|
120,605
|
40.3
|
%
|
8,370
|
6.9
|
%
|
|||||||||||||||
|
$
|
341,215
|
100.0
|
%
|
$
|
299,571
|
100.0
|
%
|
$
|
41,644
|
13.9
|
%
|
|||||||||||||
|
Nine Months Ended May 31,
|
||||||||||||||||||||||||
|
2010
|
2009
|
|||||||||||||||||||||||
|
Amount
|
% of Net
Revenue
|
Amount
|
% of Net
Revenue
|
Increase
|
Change
|
|||||||||||||||||||
|
(Dollar amounts in thousands)
|
||||||||||||||||||||||||
|
Central America
|
$
|
618,249
|
61.3
|
%
|
$
|
546,123
|
59.0
|
%
|
$
|
72,126
|
13.2
|
%
|
||||||||||||
|
Caribbean
|
390,511
|
38.7
|
%
|
380,206
|
41.0
|
%
|
10,305
|
2.7
|
%
|
|||||||||||||||
|
$
|
1,008,760
|
100.0
|
%
|
$
|
926,329
|
100.0
|
%
|
$
|
82,431
|
8.9
|
%
|
|||||||||||||
|
Liability Derivatives
|
||||||||||
|
May 31, 2010
|
August 31, 2009
|
|||||||||
|
Derivatives designated as hedging instruments
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
||||||
|
Interest Rate Swaps
(1)
|
Other Accrued Expenses
|
$
|
602
|
Other Accrued Expenses
|
$
|
625
|
||||
|
Total derivatives designated as hedging instruments
(2)
|
$
|
602
|
$
|
625
|
||||||
|
(1)
|
The effective portion of the interest rate swaps was recorded as a loss to accumulated other comprehensive loss for $442,000 and $464,000, net of tax, as of May 31, 2010, and August 31, 2009, respectively.
|
|
(2)
|
All derivatives were designated as hedging instruments.
|
|
Payments due in:
|
||||||||||||||||||||
|
Contractual obligations
|
Less than
1 Year
|
1 to 3
Years
|
4 to 5
Years
|
After
5 Years
|
Total
|
|||||||||||||||
|
Long-term debt and interest
(1)(7)
|
$
|
11,427
|
$
|
21,552
|
$
|
28,514
|
$
|
11,406
|
$
|
72,899
|
||||||||||
|
Operating leases
(2)(3)
|
6,356
|
11,208
|
11,545
|
46,684
|
75,793
|
|||||||||||||||
|
Additional capital contribution commitments to
joint ventures
(4)
|
3,663
|
—
|
—
|
—
|
3,663
|
|||||||||||||||
|
Equipment lease
(5)
|
71
|
—
|
—
|
—
|
71
|
|||||||||||||||
|
Distribution center services
(6)
|
125
|
72
|
—
|
—
|
197
|
|||||||||||||||
|
Total
|
$
|
21,642
|
$
|
32,832
|
$
|
40,059
|
$
|
58,090
|
$
|
152,623
|
||||||||||
|
(1)
|
Long-term debt includes debt with both fixed and variable interest rates. The Company has used variable rates as of May 31, 2010 to calculate future estimated payments related to the variable rate items. For the portion of the loans subject to interest rate swaps, the Company has used the fixed interest rates as set by the interest rate swaps.
|
|
(2)
|
Amounts shown exclude future operating lease payments due for the closed warehouse club in Guam. The projected minimum payments excluded for Guam are approximately $1.1 million; sublease income for this location is approximately $1.5 million, yielding no net projected obligation.
|
|
(3)
|
Operating lease obligations have been reduced by approximately $558,000 to reflect the amounts net of sublease income.
|
|
(4)
|
Amounts shown are the contractual capital contribution requirements for the Company's investment in the joint ventures that the Company has agreed to make; however, the parties intend to seek alternate financing for these projects.
|
|
(5)
|
Certain obligations under leasing arrangements are collateralized by the underlying asset being leased.
|
|
(6)
|
Amounts shown are the contractual distribution center services agreements for Mexico City. The minimum payment includes only the fixed portion of each contract.
|
| (7) |
As of July 1, 2010, contractual obligations on long-term debt and interest will change as a result of changes to the interest rates on loans with Scotia Bank totaling approximately $22.5 million. The interest rate was changed
to a fixed rate of 5.5%. This will result in a reduction of long-term interest payments of approximately $1.5 million, versus the amounts projected above, as of May 31, 2010 over the next five years.
|
|
·
|
the asset’s inability to continue to generate income from operations and positive cash flow in future periods;
|
|
·
|
loss of legal ownership or title to the asset;
|
|
·
|
significant changes in our strategic business objectives and utilization of the asset(s); and
|
|
·
|
the impact of significant negative industry or economic trends.
|
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Country/Territory
|
Number of
Warehouse Clubs
In Operation
|
Anticipated Warehouse
Club Openings
in FY 2010-2011
|
Currency
|
|||
|
Colombia
|
—
|
1
(3)
|
Colombia Peso
|
|||
|
Panama
|
4
|
—
|
U.S. Dollar
|
|||
|
Costa Rica
|
5
|
—
|
Costa Rican Colon
|
|||
|
Dominican Republic
|
2
|
1
(2)
|
Dominican Republic Peso
|
|||
|
Guatemala
|
3
|
—
|
Guatemalan Quetzal
|
|||
|
El Salvador
|
2
|
—
|
U.S. Dollar
|
|||
|
Honduras
|
2
|
—
|
Honduran Lempira
|
|||
|
Trinidad
|
4
|
—
|
Trinidad Dollar
|
|||
|
Aruba
|
1
|
—
|
Aruba Florin
|
|||
|
Barbados
|
1
|
—
|
Barbados Dollar
|
|||
|
U.S. Virgin Islands
|
1
|
—
|
U.S. Dollar
|
|||
|
Jamaica
|
1
|
—
|
Jamaican Dollar
|
|||
|
Nicaragua
|
1
|
—
|
Nicaragua Cordoba Oro
|
|||
|
Totals
|
27
(1)
|
2
|
|
(1)
|
The Company opened a warehouse club in April fiscal year 2010 in Trinidad (“San Fernando”). The Company also moved an existing warehouse club in Panama City, Panama (“Los Pueblos”) to a new site (“Brisas”) in April fiscal year 2010. The Company opened a warehouse club in fiscal year 2009 in Costa Rica.
|
|
(2)
|
This warehouse club is expected to open in fall of 2010 (Arroyo Hondo).
|
|
(3)
|
This warehouse club is expected to open in the summer of 2011.
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
Period
|
Total Number of
Shares
(or Units)
Purchased
|
|
Average Price
Paid
per Share (or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as Part of Publicly
Announced
Plans or Programs
|
Maximum Number (or
Approximate Dollar
Value) of Shares (or Units) That May Yet be
Purchased
Under the Plans or Program
|
|
|
March 1, 2010 — March 31, 2010
|
2,649
|
|
$
|
23.46
|
|
—
|
—
|
|
April 1, 2010 — April 30, 2010
|
—
|
|
—
|
|
—
|
—
|
|
|
May 1, 2010 — May 31, 2010
|
—
|
|
—
|
|
—
|
—
|
|
|
Total
|
2,649
|
|
$
|
23.46
|
|
—
|
—
|
|
DEFAULTS UPON SENIOR SECURITIES
|
|
(REMOVED AND RESERVED)
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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(2)
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
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3.3(3)
|
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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10.1*
|
Sixteenth Amendment to Employment Agreement between the Company and John Hildebrandt, dated March 15, 2010.
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10.2*
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Seventeenth Amendment to Employment Agreement between the Company and Brud Drachman, dated March 15, 2010.
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10.3*
|
Nineteenth Amendment to Employment Agreement between the Company and Thomas Martin, dated March 15, 2010.
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10.4
|
Stock Purchase Agreement made and entered into effective as of May 5, 2010 by and among PriceSmart Exempt SRL, and Brisbane Trading International, Inc.
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10.5
|
Loan Agreement between PriceSmart Honduras, a subsidiary of PriceSmart Inc, and Banco del Pais, S.A.
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10.6
|
PriceSmart Honduras S.A. de C.V. Certificate of Deposit, as security in favor of Banco del Pais, S.A.
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31.1
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2**
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*
|
Identifies management contract or compensatory plan or arrangement.
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**
|
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.
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(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.
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(2)
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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.
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(3)
|
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.
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PRICESMART, INC.
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|||
|
Date: July 9, 2010
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By:
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/s/ ROBERT E. PRICE
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|
Robert E. Price
|
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|
Chairman of the Board and Chief Executive Officer
|
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|
(Principal Executive Officer)
|
|||
|
Date: July 9, 2010
|
By:
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/s/ JOHN M. HEFFNER
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|
John M. Heffner
|
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|
Executive Vice President and Chief Financial Officer
|
|||
|
(Principal Financial Officer and
|
|||
|
Principal Accounting Officer)
|
|||
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 |
|---|