form8k.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):  July 10, 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 July 10, 2009, PriceSmart, Inc. issued a press release regarding its results of operations for its third quarter ended May 31, 2009.  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 July 10, 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: July 10, 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 July 10, 2009.


PriceSmart Announces Third Quarter Results of Operations

 
San Diego, CA (July 10, 2009) – PriceSmart, Inc. (NASDAQ: PSMT, www.pricesmart.com) today announced its results of operations for the third quarter of fiscal year 2009 which ended on May 31, 2009.
 
For the third quarter of fiscal year 2009, net warehouse sales increased 7.8% to $299.6 million from $278.0 million in the third quarter of fiscal year 2008.  Total revenue for the third quarter was $306.5 million compared to $283.7 million in the prior year.  The Company had 26 warehouse clubs in operation as of May 2009, compared to 25 warehouse clubs in 2008.
 
The Company recorded operating income in the quarter of $13.2 million, compared to operating income of $14.6 million in the prior year.  Net income was $8.7 million, or $0.30 per diluted share, in the third quarter of fiscal 2009, compared to $10.6 million, or $0.36 per diluted share, in the third quarter of fiscal 2008.  The third quarter of fiscal year 2008 included an expense reversal of $2.0 million resulting in a gain to operating income and net income of $2.0 million related to the reduction in fair value of put rights associated with the previously disclosed PSC Settlement.
 
For the first nine months of fiscal year 2009, net warehouse club sales increased 14.2% to $926.3 million from $811.4 million in the first nine months of fiscal year 2008.  Total revenues for the first nine months of the fiscal year increased 14.3% to $946.5 million from $827.9 million in the same period of the prior year.  For the first nine months of fiscal year 2009, the Company recorded operating income of $45.6 million and net income of $32.1 million, or $1.10 per diluted share.  During the same nine month period in fiscal year 2008, the Company recorded operating income of $35.5 million and net income of $26.8 million, or $0.91 per share.
 
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 26 warehouse clubs in 11 countries and one U.S. territory (five in Costa Rica, four in Panama, 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
May 31,
   
Nine Months Ended
May 31,
 
   
2009
   
2008
   
2009
   
2008
 
Revenues:
                       
Net warehouse club sales
 
$
299,571
   
$
277,979
   
$
926,329
   
$
811,382
 
Export
   
1,038
     
385
     
2,779
     
1,092
 
Membership income
   
4,518
     
4,094
     
13,268
     
11,811
 
Other income
   
1,417
     
1,207
     
4,169
     
3,628
 
Total revenues
   
306,544
     
283,665
     
946,545
     
827,913
 
Operating expenses:
                               
Cost of goods sold:
                               
Net warehouse club
   
255,854
     
236,074
     
790,273
     
689,918
 
Export
   
968
     
364
     
2,629
     
1,034
 
Selling, general and administrative:
                               
Warehouse club operations
   
28,197
     
26,495
     
84,025
     
75,749
 
General and administrative
   
7,989
     
7,455
     
23,341
     
22,625
 
Preopening expenses
   
344
     
9
     
443
     
996
 
Asset impairment and closure costs (income)
   
(48
)
   
670
     
216
     
703
 
Provision for settlement of litigation, including changes in fair market value of put agreement
   
     
(2,042
 
)
   
     
1,344
 
Total operating expenses
   
293,304
     
269,025
     
900,927
     
792,369
 
Operating income
   
13,240
     
14,640
     
45,618
     
35,544
 
Other income (expense):
                               
Interest income
   
76
     
254
     
317
     
1,013
 
Interest expense
   
(685
)
   
(437
)
   
(1,875
)
   
(950
)
Other income (expense), net
   
26
     
(131
)
   
(36
)
   
(209
)
Total other income (expense)
   
(583
)
   
(314
)
   
(1,594
)
   
(146
)
Income from continuing operations before provision for income taxes, loss of unconsolidated affiliates and minority interest
   
12,657
     
14,326
     
44,024
     
35,398
 
Provision for income taxes
   
(3,960
)
   
(3,675
)
   
(11,697
)
   
(8,286
)
Loss of unconsolidated affiliates
   
(8
)
   
     
(20
)
   
 
Minority interest
   
(61
)
   
(76
)
   
(211
)
   
(368
)
Income from continuing operations
   
8,628
     
10,575
     
32,096
     
26,744
 
Income (loss) from discontinued operations, net of tax
   
55
     
26
     
(27
)
   
71
 
Net income
 
$
8,683
   
$
10,601
   
$
32,069
   
$
26,815
 
Basic income per share:
                               
Continuing operations
 
$
0.30
   
$
0.37
   
$
1.11
   
$
0.93
 
Discontinued operations, net of tax
 
$
   
$
   
$
   
$
 
Net income
 
$
0.30
   
$
0.37
   
$
1.11
   
$
0.93
 
Diluted income per share:
                               
Continuing operations
 
$
0.30
   
$
0.36
   
$
1.10
   
$
0.91
 
Discontinued operations, net of tax
 
$
   
$
   
$
   
$
 
Net income
 
$
0.30
   
$
0.36
   
$
1.10
   
$
0.91
 
Shares used in per share computations:
                               
Basic
   
29,010
     
28,914
     
28,929
     
28,848
 
Diluted
   
29,202
     
29,224
     
29,164
     
29,316
 
Dividends per share
 
$
   
$
   
$
0.50
   
$
0.32
 



PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
 
   
May 31,
 2009
   
August 31,
2008
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
 
$
39,035
   
$
48,121
 
Short-term restricted cash
   
10
     
536
 
Receivables, net of allowance for doubtful accounts of $13 and $11 in May 2009 and August 2008, respectively
   
4,292
     
2,455
 
Merchandise inventories
   
112,990
     
113,894
 
Deferred tax asset – current
   
2,534
     
2,179
 
Prepaid expenses and other current assets
   
18,572
     
16,669
 
Notes receivable – short-term
   
     
2,104
 
Assets of discontinued operations
   
1,157
     
1,247
 
Total current assets
   
178,590
     
187,205
 
Long-term restricted cash
   
590
     
673
 
Property and equipment, net
   
225,423
     
199,576
 
Goodwill
   
37,741
     
39,248
 
Deferred tax assets – long-term
   
20,102
     
21,198
 
Other assets
   
3,796
     
3,512
 
Investment in unconsolidated affiliates
   
7,607
     
 
Total Assets
 
$
473,849
   
$
451,412
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities:
               
Short-term borrowings
   
5,795
     
3,473
 
Accounts payable
   
92,010
     
96,120
 
Accrued salaries and benefits
   
8,444
     
8,271
 
Deferred membership income
   
8,484
     
7,764
 
Income taxes payable
   
6,225
     
3,695
 
Common stock subject to put agreement
   
     
161
 
Other accrued expenses
   
11,409
     
11,877
 
Dividend payable
   
7,411
     
4,744
 
Long-term debt, current portion
   
3,608
     
2,737
 
Deferred tax liability – current 
   
 198
     
 486
 
Liabilities of discontinued operations
   
291
     
277
 
Total current liabilities
   
143,875
     
139,605
 
Deferred tax liability – long-term
   
1,360
     
2,339
 
Long-term portion of deferred rent
   
2,832
     
2,412
 
Accrued closure costs
   
3,558
     
3,489
 
Long-term income taxes payable, net of current portion
   
3,403
     
5,553
 
Long-term debt, net of current portion
   
28,919
     
23,028
 
Total liabilities
   
183,947
     
176,426
 
Minority interest
   
700
     
480
 
Stockholders’ Equity:
               
Common stock, $0.0001 par value, 45,000,000 shares authorized; 30,314,588 and 30,195,788 shares issued, respectively, and 29,659,517 and 29,615,226 shares outstanding (net of treasury shares), respectively
   
3
     
3
 
Additional paid-in capital
   
376,043
     
373,192
 
Tax benefit from stock-based compensation
   
4,388
     
4,563
 
Accumulated other comprehensive loss
   
(16,870
)
   
(12,897
)
Accumulated deficit
   
(60,244
)
   
(77,510
)
Less: treasury stock at cost; 655,071 shares as of May 31, 2009 and 580,562 shares as of August 31, 2008
   
(14,118
)
   
(12,845
)
Total stockholders’ equity
   
289,202
     
274,506
 
Total Liabilities and Stockholders’ Equity
 
$
473,849
   
$
451,412