form8k_2q.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
  
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
        Date of Report (Date of earliest event reported):  April 8, 2009
 
PriceSmart, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
000-22793
33-0628530
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
 
(I.R.S. Employer
 Identification No.)
 
9740 Scranton Road, San Diego, CA 92121
(Address of Principal Executive Offices, including Zip Code)
 
Registrant’s telephone number, including area code: (858) 404-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b))

o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

 
Item 2.02.    Results of Operations and Financial Condition.
 
On April 8, 2009, PriceSmart, Inc. issued a press release regarding its results of operations for its second quarter ended February 28, 2009 and March 2009 sales.  A copy of the press release is furnished herewith as Exhibit 99.1.  Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall be deemed “furnished” and not “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section.
 
Item 9.01.   Financial Statements and Exhibits.
 
(d)
 
The following exhibit is furnished herewith:
 
Exhibit
No.
 
  
Description
99.1
  
Press Release of PriceSmart, Inc. dated April 8, 2009.

 
 

 


 
 
SIGNATURES
 
 
        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 

 
     
     
Date: April 8, 2009
 
/S/ JOHN M. HEFFNER
   
John M. Heffner
   
Executive Vice President and Chief Financial Officer
   
(Principal Financial Officer and
   
Chief Accounting Officer)


 
 

 


EXHIBIT INDEX
 
Exhibit
Number
 
  
Description
99.1
  
Press Release of PriceSmart, Inc. dated April 8, 2009.


 
 

 

PriceSmart Announces Second Quarter Results of Operations
March Sales Also Announced

 
San Diego, CA (April 8, 2009) – PriceSmart, Inc. (NASDAQ: PSMT, www.pricesmart.com) today announced its results of operations for the second quarter of fiscal year 2009 which ended on February 28, 2009.
 
For the second quarter of fiscal year 2009, net warehouse sales increased 13.9% to $328.2 million from $288.2 million in the second quarter of fiscal year 2008.  Total revenue for the second quarter was $334.8 million compared to $293.8 million in the prior year.  The Company had 25 clubs in operation as of February 2009 and 2008.
 
The Company recorded operating income in the quarter of $17.5 million, compared to operating income of $10.7 million in the prior year.  Net income was $12.7 million, or $0.43 per diluted share, in the second quarter of fiscal 2009 compared to $9.5 million, or $0.33 per diluted share, in the second quarter of fiscal 2008.
 
For the first six months of fiscal year 2009, net warehouse club sales increased 17.5% to $626.8 million from $533.4 million in the first six months of fiscal year 2008.  Total revenues for the first half of the fiscal year increased 17.6% to $640.0 million from $544.3 million in the same period of the prior year.  For the first six months of fiscal year 2009, the Company recorded operating income of $32.4 million and net income of $23.4 million, or $0.80 per diluted share.  During the same six month period in fiscal year 2008, the Company recorded operating income of $20.9 million and net income of $16.2 million, or $0.56 per share.
 
Included in the results for the second quarter and first six months of fiscal year 2008 were pre-tax charges and income tax benefits related to the Company’s settlement of disputes with PSC, S.A. and related entities which had the effect of reducing reported operating income in both the second quarter and first six months of fiscal 2008 by $3.4 million, and net income by $1.7 million, or $0.06 per diluted share.

The Company also announced that for the month of March 2009 net sales increased 7.0% to $100.7 million from $94.1 million in March a year earlier.  For the seven months ended March 31, 2009, net sales increased 15.9% to $727.5 million from $627.5 million for the seven months ended March 31, 2008.  There were 25 warehouse clubs in operation at the end of March 2009 and 2008.
 
For the four weeks ended March 29, 2009, comparable warehouse sales for the warehouse clubs open at least 12 full months increased 8.5% compared to the same four-week period last year.  For the thirty-week period ended March 29, 2009, comparable ware­house sales increased 13.6% compared to the comparable thirty-week period a year ago.

About PriceSmart
 
PriceSmart, headquartered in San Diego, owns and operates U.S.-style membership shopping warehouse clubs in Central America and the Caribbean, selling high quality merchandise at low prices to PriceSmart members. PriceSmart now operates 25 warehouse clubs in 11 countries and one U.S. territory (four each in Panama and Costa Rica; three each in Guatemala and Trinidad, two each in Dominican Republic, El Salvador and Honduras; and one each in Aruba, Barbados, Jamaica, Nicaragua and the United States Virgin Islands).
 
This press release may contain forward-looking statements concerning the Company's anticipated future revenues and earnings, adequacy of future cash flow and related matters. These forward-looking statements include, but are not limited to, statements containing the words "expect," "believe," "will," "may," "should," "project," "estimate," "scheduled," and like expressions, and the negative thereof. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the following risks: the Company’s financial performance is dependent on international operations which exposes the Company to various risks; any failure by the Company to manage its widely dispersed operations could adversely affect the Company’s business; the Company faces significant competition; the Company faces difficulties in the shipment of and inherent risks in the importation of merchandise to its warehouse clubs; the Company is exposed to weather and other risks associated with international operations; declines in the economies of the countries in which the Company operates its warehouse clubs would harm its business; a few of the Company's stockholders own nearly one-half of the Company's voting stock, which may make it difficult to complete some corporate transactions without their support and may impede a change in control; the loss of key personnel could harm the Company’s business; the Company is subject to volatility in foreign currency exchange; the Company faces the risk of exposure to product liability claims, a product recall and adverse publicity; a determination that the Company's long-lived or intangible assets have been impaired could adversely affect the Company's future results of operations and financial position; and the Company faces increased compliance risks associated with compliance with Section 404 of the Sarbanes-Oxley Act of 2002; as well as the other risks detailed in the Company's SEC reports, including the Company's Annual Report on Form 10-K filed pursuant to the Securities Exchange Act of 1934 on November 12, 2008. We assume no obligation and expressly disclaim any duty to update any forward-looking statement to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events.
 
 
For further information, please contact Robert E. Price, Chief Executive Officer (858) 551-2336; or John M. Heffner, Executive Vice President and Chief Financial Officer (858) 404-8826.


 
 

 

PRICESMART, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) 
 
                         
   
Three Months Ended
   
Six Months Ended
 
   
February 28,
   
February 29,
   
February 28,
   
February 29,
 
   
2009
   
2008
   
2009
   
2008
 
Revenues:
                       
Sales:
                       
Net warehouse club
 
$
328,240
   
$
288,216
   
$
626,758
   
$
533,405
 
Export
   
905
     
340
     
1,742
     
707
 
Membership income
   
4,425
     
3,975
     
8,749
     
7,717
 
Other income
   
1,223
     
1,313
     
2,753
     
2,426
 
Total revenues
   
334,793
     
293,844
     
640,002
     
544,255
 
Operating expenses:
                               
Cost of goods sold:
                               
Net warehouse club
   
279,993
     
245,333
     
534,419
     
453,844
 
Export
   
861
     
320
     
1,661
     
669
 
Selling, general and administrative:
                               
Warehouse club operations
   
28,544
     
26,024
     
55,829
     
49,251
 
General and administrative
   
7,812
     
7,870
     
15,352
     
15,186
 
Preopening expenses
   
99
     
215
     
99
     
987
 
Asset impairment and closure costs
   
16
     
14
     
264
     
33
 
Provision for settlement of litigation, including changes in fair market value of put agreement
   
     
3,386
     
     
3,386
 
Total operating expenses
   
317,325
     
283,162
     
607,624
     
523,356
 
Operating income
   
17,468
     
10,682
     
32,378
     
20,899
 
Other income (expense):
                               
Interest income
   
115
     
364
     
241
     
774
 
Interest expense
   
(609
)
   
(470
)
   
(1,190
)
   
(529
)
Other income (expense), net
   
(42
)
   
(37
)
   
(62
)
   
(84
)
Total other income (expense)
   
(536
)
   
(143
)
   
(1,011
)
   
161
 
Income from continuing operations before provision for income taxes, loss of unconsolidated affiliate and minority interest
   
16,932
     
10,539
     
31,367
     
21,060
 
Provision for income taxes
   
(4,090
)
   
(890
)
   
(7,737
)
   
(4,605
)
Loss of unconsolidated affiliate
   
(7
)
   
     
(12
)
   
 
Minority interest
   
(85
)
   
(160
)
   
(150
)
   
(290
)
Income from continuing operations
   
12,750
     
9,489
     
23,468
     
16,165
 
Income (loss) from discontinued operations, net of tax
   
(63
)
   
27
     
(81
)
   
45
 
Net income
 
$
12,687
   
$
9,516
   
$
23,387
   
$
16,210
 
Basic income per share:
                               
Continuing operations
 
$
0.44
   
$
0.33
   
$
0.81
   
$
0.56
 
Discontinued operations, net of tax
 
$
   
$
   
$
   
$
 
Net income
 
$
0.44
   
$
0.33
   
$
0.81
   
$
0.56
 
Diluted income per share:
                               
Continuing operations
 
$
0.43
   
$
0.33
   
$
0.80
   
$
0.56
 
Discontinued operations, net of tax
 
$
   
$
   
$
   
$
 
Net income
 
$
0.43
   
$
0.33
   
$
0.80
   
$
0.56
 
Shares used in per share computations:
                               
Basic
   
28,916
     
28,848
     
28,888
     
28,815
 
Diluted
   
29,179
     
29,233
     
29,145
     
29,207
 
Dividends per share
 
$
0.50
   
$
0.32
   
$
0.50
   
$
0.32
 

 

 
PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
 
   
February 28, 2009
   
August 31,
2008
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
 
$
29,888
   
$
48,121
 
Short-term restricted cash
   
9,500
     
536
 
Receivables, net of allowance for doubtful accounts of $6 and $11 in February 2009 and August 2008, respectively
   
3,765
     
2,455
 
Merchandise inventories
   
120,753
     
113,894
 
Deferred tax asset – current
   
2,083
     
2,179
 
Prepaid expenses and other current assets
   
18,931
     
16,669
 
Notes receivable – short term
   
2,006
     
2,104
 
Assets of discontinued operations
   
882
     
1,247
 
Total current assets
   
187,808
     
187,205
 
Long-term restricted cash
   
583
     
673
 
Property and equipment, net
   
217,934
     
199,576
 
Goodwill
   
37,902
     
39,248
 
Deferred tax assets – long term
   
19,984
     
21,198
 
Other assets
   
3,805
     
3,512
 
Investment in unconsolidated affiliates
   
7,610
     
 
Total Assets
 
$
475,626
   
$
451,412
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities:
               
Short-term borrowings
   
3,659
     
3,473
 
Accounts payable
   
102,430
     
96,120
 
Accrued salaries and benefits
   
7,466
     
8,271
 
Deferred membership income
   
8,707
     
7,764
 
Income taxes payable
   
6,055
     
3,695
 
Common stock subject to put agreement
   
     
161
 
Other accrued expenses
   
13,626
     
11,877
 
Dividend payable
   
7,392
     
4,744
 
Long-term debt, current portion
   
3,616
     
2,737
 
Liabilities of discontinued operations
   
249
     
277
 
Deferred tax liability – current
   
114
     
486
 
Total current liabilities
   
153,314
     
139,605
 
Deferred tax liability – long term
   
1,339
     
2,339
 
Long-term portion of deferred rent
   
2,695
     
2,412
 
Accrued closure costs
   
3,611
     
3,489
 
Long-term income taxes payable, net of current portion
   
3,471
     
5,553
 
Long-term debt, net of current portion
   
30,101
     
23,028
 
Total liabilities
   
194,531
     
176,426
 
Minority interest
   
636
     
480
 
Stockholders’ Equity:
               
Common stock, 0.0001 par value, 45,000,000 shares authorized; 30,244,086 and 30,195,788 shares issued, respectively, and 29,591,125 and 29,615,226 shares outstanding (net of treasury shares), respectively
   
3
     
3
 
Additional paid-in capital
   
375,120
     
373,192
 
Tax benefit from stock-based compensation
   
4,420
     
4,563
 
Accumulated other comprehensive loss
   
(16,096
)
   
(12,897
)
Accumulated deficit
   
(68,907
)
   
(77,510
)
Less: treasury stock at cost; 652,961 shares as of February 28, 2009 and 580,562 shares as of August 31, 2008
   
(14,081
)
   
(12,845
)
Total stockholders’ equity
   
280,459
     
274,506
 
Total Liabilities and Stockholders’ Equity
 
$
475,626
   
$
451,412