UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2019
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER 0-22793
PriceSmart, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
33-0628530 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
9740 Scranton Road, San Diego, CA 92121
(Address of principal executive offices)
(858) 404-8800
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
|
Yes ☒ |
No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
|
Yes ☒ |
No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer ☒ |
|
Accelerated filer ☐ |
|
Non-accelerated filer ☐ |
|
Smaller Reporting Company ☐ |
|
|
Emerging growth company ☐ |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
Yes ☐ |
No ☒ |
The registrant had 30,544,422 shares of its common stock, par value $0.0001 per share, outstanding at March 31, 2019.
INDEX TO FORM 10-Q
|
|
|
|
|
|
|
Page |
|
|
||
| 1 | ||
|
|
CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2019 (UNAUDITED) AND AUGUST 31, 2018 |
2 |
|
|
4 | |
|
|
5 | |
|
|
6 | |
|
|
8 | |
|
|
10 | |
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
34 |
| 59 | ||
| 60 | ||
|
|
||
| 61 | ||
| 61 | ||
| 61 | ||
| 61 | ||
| 61 | ||
| 61 | ||
| 62 | ||
i
PriceSmart, Inc.’s (“PriceSmart,” “we” or the “Company”) unaudited consolidated balance sheet as of February 28, 2019 and the consolidated balance sheet as of August 31, 2018, the unaudited consolidated statements of income for the three and six months ended February 28, 2019 and 2018, the unaudited consolidated statements of comprehensive income for the three and six months ended February 28, 2019 and 2018, the unaudited consolidated statements of equity for the three and six months ended February 28, 2019 and 2018, and the unaudited consolidated statements of cash flows for the six months ended February 28, 2019 and 2018 are included herein. Also included herein are the notes to the unaudited consolidated financial statements.
1
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
|
|
|
|
2019 |
|
August 31, |
||
|
|
|
(Unaudited) |
|
2018 |
||
|
ASSETS |
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
90,261 |
|
$ |
93,460 |
|
Short-term restricted cash |
|
|
4,464 |
|
|
405 |
|
Short-term investments |
|
|
23,501 |
|
|
32,304 |
|
Receivables, net of allowance for doubtful accounts of $120 as of February 28, 2019 and $97 as of August 31, 2018, respectively. |
|
|
10,500 |
|
|
8,859 |
|
Merchandise inventories |
|
|
334,899 |
|
|
321,025 |
|
Prepaid expenses and other current assets |
|
|
35,898 |
|
|
31,800 |
|
Total current assets |
|
|
499,523 |
|
|
487,853 |
|
Long-term restricted cash |
|
|
3,352 |
|
|
3,049 |
|
Property and equipment, net |
|
|
626,279 |
|
|
594,403 |
|
Goodwill |
|
|
46,263 |
|
|
46,329 |
|
Other intangibles, net |
|
|
13,788 |
|
|
14,980 |
|
Deferred tax assets |
|
|
11,786 |
|
|
10,166 |
|
Other non-current assets (includes $3,611 and $4,364 as of February 28, 2019 and August 31, 2018, respectively, for the fair value of derivative instruments) |
|
|
46,525 |
|
|
48,854 |
|
Investment in unconsolidated affiliates |
|
|
10,714 |
|
|
10,758 |
|
Total Assets |
|
$ |
1,258,230 |
|
$ |
1,216,392 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
Accounts payable |
|
|
274,311 |
|
|
255,739 |
|
Accrued salaries and benefits |
|
|
20,219 |
|
|
22,836 |
|
Deferred income |
|
|
24,725 |
|
|
23,018 |
|
Income taxes payable |
|
|
3,793 |
|
|
4,636 |
|
Other accrued expenses |
|
|
32,652 |
|
|
28,281 |
|
Dividends payable |
|
|
10,672 |
|
|
— |
|
Long-term debt, current portion |
|
|
26,193 |
|
|
14,855 |
|
Total current liabilities |
|
|
392,565 |
|
|
349,365 |
|
Deferred tax liability |
|
|
2,078 |
|
|
1,894 |
|
Long-term portion of deferred rent |
|
|
9,061 |
|
|
8,885 |
|
Long-term income taxes payable, net of current portion |
|
|
5,081 |
|
|
4,622 |
|
Long-term debt, net of current portion |
|
|
69,793 |
|
|
87,720 |
|
Other long-term liabilities (includes $610 and $502 for the fair value of derivative instruments and $5,151 and $4,715 for post-employment plans as of February 28, 2019 and August 31, 2018, respectively) |
|
|
6,062 |
|
|
5,268 |
|
Total Liabilities |
|
|
484,640 |
|
|
457,754 |
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity: |
|
|
|
|
|
|
|
Common stock $0.0001 par value, 45,000,000 shares authorized; 31,447,055 and 31,372,752 shares issued and 30,495,712 and 30,460,353 shares outstanding (net of treasury shares) as of February 28, 2019 and August 31, 2018, respectively |
|
|
3 |
|
|
3 |
|
Additional paid-in capital |
|
|
442,273 |
|
|
432,882 |
|
Tax benefit from stock-based compensation |
|
|
11,486 |
|
|
11,486 |
|
Accumulated other comprehensive loss |
|
|
(130,110) |
|
|
(121,216) |
|
Retained earnings |
|
|
491,032 |
|
|
473,954 |
|
Less: treasury stock at cost, 951,343 shares as of February 28, 2019 and 912,399 shares as of August 31, 2018 |
|
|
(41,524) |
|
|
(39,107) |
|
Total stockholders' equity attributable to PriceSmart, Inc. stockholders |
|
|
773,160 |
|
|
758,002 |
|
Noncontrolling interest in consolidated subsidiaries |
|
|
430 |
|
|
636 |
|
Total stockholders' equity |
|
|
773,590 |
|
|
758,638 |
|
Total Liabilities and Equity |
|
$ |
1,258,230 |
|
$ |
1,216,392 |
See accompanying notes.
3
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
||||||||
|
|
|
February 28, |
|
February 28, |
|
February 28, |
|
February 28, |
||||
|
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net merchandise sales |
|
$ |
820,290 |
|
$ |
816,573 |
|
$ |
1,567,733 |
|
$ |
1,561,974 |
|
Export sales |
|
|
6,844 |
|
|
9,138 |
|
|
15,033 |
|
|
17,285 |
|
Membership income |
|
|
12,845 |
|
|
12,703 |
|
|
25,585 |
|
|
25,078 |
|
Other revenue and income |
|
|
14,446 |
|
|
1,149 |
|
|
25,711 |
|
|
2,298 |
|
Total revenues |
|
|
854,425 |
|
|
839,563 |
|
|
1,634,062 |
|
|
1,606,635 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net merchandise sales |
|
|
705,546 |
|
|
699,355 |
|
|
1,346,701 |
|
|
1,336,591 |
|
Export sales |
|
|
6,486 |
|
|
8,685 |
|
|
14,264 |
|
|
16,434 |
|
Non-merchandise |
|
|
4,826 |
|
|
— |
|
|
9,073 |
|
|
— |
|
Selling, general and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse club and other operations |
|
|
75,708 |
|
|
71,951 |
|
|
149,930 |
|
|
141,453 |
|
General and administrative |
|
|
24,968 |
|
|
20,258 |
|
|
52,303 |
|
|
39,088 |
|
Pre-opening expenses |
|
|
97 |
|
|
81 |
|
|
112 |
|
|
511 |
|
Asset impairment |
|
|
— |
|
|
1,929 |
|
|
— |
|
|
1,929 |
|
Loss/(gain) on disposal of assets |
|
|
258 |
|
|
40 |
|
|
473 |
|
|
199 |
|
Total operating expenses |
|
|
817,889 |
|
|
802,299 |
|
|
1,572,856 |
|
|
1,536,205 |
|
Operating income |
|
|
36,536 |
|
|
37,264 |
|
|
61,206 |
|
|
70,430 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
423 |
|
|
368 |
|
|
814 |
|
|
768 |
|
Interest expense |
|
|
(1,001) |
|
|
(992) |
|
|
(2,034) |
|
|
(2,247) |
|
Other income (expense), net |
|
|
(372) |
|
|
210 |
|
|
(2,191) |
|
|
488 |
|
Total other income (expense) |
|
|
(950) |
|
|
(414) |
|
|
(3,411) |
|
|
(991) |
|
Income before provision for income taxes and |
|
|
35,586 |
|
|
36,850 |
|
|
57,795 |
|
|
69,439 |
|
Provision for income taxes |
|
|
(11,703) |
|
|
(22,707) |
|
|
(19,243) |
|
|
(32,822) |
|
Income (loss) of unconsolidated affiliates |
|
|
(20) |
|
|
5 |
|
|
(44) |
|
|
21 |
|
Net income |
|
|
23,863 |
|
$ |
14,148 |
|
$ |
38,508 |
|
$ |
36,638 |
|
Less: net (income) loss attributable to noncontrolling interest |
|
|
(53) |
|
|
— |
|
|
(86) |
|
|
— |
|
Net income attributable to PriceSmart, Inc. |
|
$ |
23,810 |
|
$ |
14,148 |
|
$ |
38,422 |
|
$ |
36,638 |
|
Net income attributable to PriceSmart, Inc. per share available for distribution: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.79 |
|
$ |
0.47 |
|
$ |
1.27 |
|
$ |
1.21 |
|
Diluted |
|
$ |
0.79 |
|
$ |
0.47 |
|
$ |
1.27 |
|
$ |
1.21 |
|
Shares used in per share computations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
30,206 |
|
|
30,100 |
|
|
30,189 |
|
|
30,089 |
|
Diluted |
|
|
30,211 |
|
|
30,100 |
|
|
30,200 |
|
|
30,090 |
|
Dividends per share |
|
$ |
0.70 |
|
$ |
0.70 |
|
$ |
0.70 |
|
$ |
0.70 |
See accompanying notes.
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED—AMOUNTS IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
||||||||
|
|
|
February 28, |
|
February 28, |
|
February 28, |
|
February 28, |
||||
|
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
|
Net income |
|
$ |
23,863 |
|
$ |
14,148 |
|
$ |
38,508 |
|
$ |
36,638 |
|
Less: net (income) loss attributable to noncontrolling interest |
|
|
(53) |
|
|
— |
|
|
(86) |
|
|
— |
|
Net income attributable to PriceSmart, Inc. |
|
$ |
23,810 |
|
$ |
14,148 |
|
$ |
38,422 |
|
$ |
36,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments (1) |
|
|
5,121 |
|
|
4,339 |
|
|
(8,276) |
|
|
2,313 |
|
Defined benefit pension plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) arising during period |
|
|
4 |
|
|
— |
|
|
13 |
|
|
— |
|
Amortization of prior service cost and actuarial gains included in net periodic pensions cost |
|
|
18 |
|
|
29 |
|
|
37 |
|
|
59 |
|
Total defined benefit pension plan |
|
|
22 |
|
|
29 |
|
|
50 |
|
|
59 |
|
Derivative instruments: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains/(losses) on change in |
|
|
(791) |
|
|
850 |
|
|
(668) |
|
|
1,437 |
|
Total derivative instruments |
|
|
(791) |
|
|
850 |
|
|
(668) |
|
|
1,437 |
|
Other comprehensive income (loss) |
|
|
4,352 |
|
|
5,218 |
|
|
(8,894) |
|
|
3,809 |
|
Comprehensive income |
|
|
28,162 |
|
|
19,366 |
|
$ |
29,528 |
|
$ |
40,447 |
|
Less: comprehensive income/(loss) attributable to noncontrolling interest |
|
|
22 |
|
|
— |
|
|
21 |
|
|
— |
|
Comprehensive income attributable to PriceSmart, Inc. to stockholders |
|
$ |
28,140 |
|
$ |
19,366 |
|
$ |
29,507 |
|
$ |
40,447 |
|
(1) |
Translation adjustments arising in translating the financial statements of a foreign entity have no effect on the income taxes of that foreign entity. They may, however, affect: (a) the amount, measured in the parent entity's reporting currency, of withholding taxes assessed on dividends paid to the parent entity and (b) the amount of taxes assessed on the parent entity by the government of its country. The Company has determined that the reinvestment of earnings of its foreign subsidiaries are indefinite because of the long-term nature of the Company's foreign investment plans. Therefore, deferred taxes are not provided for on translation adjustments related to non-remitted earnings of the Company's foreign subsidiaries. |
|
(2) |
See Note 8 - Derivative Instruments and Hedging Activities. |
See accompanying notes.
5
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED—AMOUNTS IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Benefit |
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Stockholder's |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Additional |
|
From |
|
Other |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|||
|
|
|
Common Stock |
|
Paid-in |
|
Stock Based |
|
Comprehensive |
|
Retained |
|
Treasury Stock |
|
|
Attributable to |
|
|
Noncontrolling |
|
Total |
|||||||||||
|
|
|
Shares |
|
Amount |
|
Capital |
|
Compensation |
|
Income(Loss) |
|
Earnings |
|
Shares |
|
Amount |
|
|
PriceSmart, Inc. |
|
|
Interest |
|
Equity |
|||||||
|
Balance at November 30, 2017 |
|
31,279 |
|
$ |
3 |
|
$ |
424,856 |
|
$ |
11,486 |
|
$ |
(111,468) |
|
$ |
443,356 |
|
875 |
|
$ |
(35,924) |
|
$ |
732,309 |
|
$ |
— |
|
$ |
732,309 |
|
Purchase of treasury stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
21 |
|
|
(1,833) |
|
|
(1,833) |
|
|
— |
|
|
(1,833) |
|
Issuance of restricted stock |
|
35 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Forfeiture of restricted stock awards |
|
(7) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Exercise of stock options |
|
4 |
|
|
— |
|
|
269 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
269 |
|
|
— |
|
|
269 |
|
Stock-based compensation |
|
— |
|
|
— |
|
|
2,420 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
2,420 |
|
|
— |
|
|
2,420 |
|
Dividend paid to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,645) |
|
— |
|
|
— |
|
|
(10,645) |
|
|
— |
|
|
(10,645) |
|
Dividend payable to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,652) |
|
— |
|
|
— |
|
|
(10,652) |
|
|
— |
|
|
(10,652) |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14,148 |
|
— |
|
|
— |
|
|
14,148 |
|
|
— |
|
|
14,148 |
|
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,218 |
|
|
— |
|
— |
|
|
— |
|
|
5,218 |
|
|
— |
|
|
5,218 |
|
Balance at February 28, 2018 |
|
31,311 |
|
$ |
3 |
|
$ |
427,545 |
|
$ |
11,486 |
|
$ |
(106,250) |
|
$ |
436,207 |
|
896 |
|
$ |
(37,757) |
|
$ |
731,234 |
|
$ |
— |
|
$ |
731,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at November 30, 2018 |
|
31,405 |
|
$ |
3 |
|
$ |
438,928 |
|
$ |
11,486 |
|
$ |
(134,462) |
|
$ |
488,566 |
|
912 |
|
$ |
(39,107) |
|
$ |
765,414 |
|
$ |
668 |
|
$ |
766,082 |
|
Purchase of treasury stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
39 |
|
|
(2,417) |
|
|
(2,417) |
|
|
— |
|
|
(2,417) |
|
Issuance of restricted stock |
|
44 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Forfeiture of restricted stock awards |
|
(2) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Exercise of stock options |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock-based compensation |
|
— |
|
|
— |
|
|
3,345 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
3,345 |
|
|
— |
|
|
3,345 |
|
Dividend paid to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,672) |
|
— |
|
|
— |
|
|
(10,672) |
|
|
(313) |
|
|
(10,985) |
|
Dividend payable to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,672) |
|
— |
|
|
— |
|
|
(10,672) |
|
|
|
|
|
(10,672) |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23,810 |
|
— |
|
|
— |
|
|
23,810 |
|
|
53 |
|
|
23,863 |
|
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,352 |
|
|
— |
|
— |
|
|
— |
|
|
4,352 |
|
|
22 |
|
|
4,374 |
|
Balance at February 28, 2019 |
|
31,447 |
|
$ |
3 |
|
$ |
442,273 |
|
$ |
11,486 |
|
$ |
(130,110) |
|
$ |
491,032 |
|
951 |
|
$ |
(41,524) |
|
$ |
773,160 |
|
$ |
430 |
|
$ |
773,590 |
See accompanying notes.
6
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED—AMOUNTS IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Benefit |
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Stockholder's |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Additional |
|
From |
|
Other |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|||
|
|
|
Common Stock |
|
Paid-in |
|
Stock Based |
|
Comprehensive |
|
Retained |
|
Treasury Stock |
|
|
Attributable to |
|
|
Noncontrolling |
|
Total |
|||||||||||
|
|
|
Shares |
|
Amount |
|
Capital |
|
Compensation |
|
Income(Loss) |
|
Earnings |
|
Shares |
|
Amount |
|
|
PriceSmart, Inc. |
|
|
Interest |
|
Equity |
|||||||
|
Balance at August 31, 2017 |
|
31,276 |
|
$ |
3 |
|
$ |
422,395 |
|
$ |
11,486 |
|
$ |
(110,059) |
|
$ |
420,866 |
|
875 |
|
$ |
(35,924) |
|
$ |
708,767 |
|
$ |
— |
|
$ |
708,767 |
|
Purchase of treasury stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
21 |
|
|
(1,833) |
|
|
(1,833) |
|
|
— |
|
|
(1,833) |
|
Issuance of restricted stock award |
|
38 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Forfeiture of restricted stock awards |
|
(7) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Exercise of stock options |
|
4 |
|
|
— |
|
|
269 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
269 |
|
|
— |
|
|
269 |
|
Stock-based compensation |
|
— |
|
|
— |
|
|
4,881 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
4,881 |
|
|
— |
|
|
4,881 |
|
Dividend paid to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,645) |
|
— |
|
|
— |
|
|
(10,645) |
|
|
— |
|
|
(10,645) |
|
Dividend payable to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,652) |
|
— |
|
|
— |
|
|
(10,652) |
|
|
— |
|
|
(10,652) |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
36,638 |
|
— |
|
|
— |
|
|
36,638 |
|
|
— |
|
|
36,638 |
|
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,809 |
|
|
— |
|
— |
|
|
— |
|
|
3,809 |
|
|
— |
|
|
3,809 |
|
Balance at February 28, 2018 |
|
31,311 |
|
$ |
3 |
|
$ |
427,545 |
|
$ |
11,486 |
|
$ |
(106,250) |
|
$ |
436,207 |
|
896 |
|
$ |
(37,757) |
|
$ |
731,234 |
|
$ |
— |
|
$ |
731,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2018 |
|
31,373 |
|
$ |
3 |
|
$ |
432,882 |
|
$ |
11,486 |
|
$ |
(121,216) |
|
$ |
473,954 |
|
912 |
|
$ |
(39,107) |
|
$ |
758,002 |
|
$ |
636 |
|
$ |
758,638 |
|
Purchase of treasury stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
39 |
|
|
(2,417) |
|
|
(2,417) |
|
|
— |
|
|
(2,417) |
|
Issuance of restricted stock award |
|
76 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Forfeiture of restricted stock awards |
|
(2) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock-based compensation |
|
— |
|
|
— |
|
|
9,391 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
9,391 |
|
|
— |
|
|
9,391 |
|
Dividend paid to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,672) |
|
— |
|
|
— |
|
|
(10,672) |
|
|
(313) |
|
|
(10,985) |
|
Dividend payable to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,672) |
|
— |
|
|
— |
|
|
(10,672) |
|
|
— |
|
|
(10,672) |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
38,422 |
|
— |
|
|
— |
|
|
38,422 |
|
|
86 |
|
|
38,508 |
|
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(8,894) |
|
|
— |
|
— |
|
|
— |
|
|
(8,894) |
|
|
21 |
|
|
(8,873) |
|
Balance at February 28, 2019 |
|
31,447 |
|
$ |
3 |
|
$ |
442,273 |
|
$ |
11,486 |
|
$ |
(130,110) |
|
$ |
491,032 |
|
951 |
|
$ |
(41,524) |
|
$ |
773,160 |
|
$ |
430 |
|
$ |
773,590 |
See accompanying notes.
7
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED—AMOUNTS IN THOUSANDS)
|
|
||||||
|
|
Six Months Ended |
|||||
|
|
February 28, |
February 28, |
||||
|
|
2019 |
2018 |
||||
|
Operating Activities: |
||||||
|
Net income |
$ |
38,508 |
$ |
36,638 | ||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||
|
Depreciation and amortization |
27,829 | 24,812 | ||||
|
Allowance for doubtful accounts |
23 | (7) | ||||
|
Asset impairment and closure costs |
— |
1,929 | ||||
|
(Gain)/loss on sale of property and equipment |
473 | 199 | ||||
|
Deferred income taxes |
(916) | 6,668 | ||||
|
Equity in (gains)/losses of unconsolidated affiliates |
44 | (21) | ||||
|
Stock-based compensation |
9,391 | 4,881 | ||||
|
Change in operating assets and liabilities: |
||||||
|
Receivables, prepaid expenses and other current assets, non-current assets, accrued salaries and benefits, deferred membership income and other accruals |
|
|
(417) |
|
|
5,914 |
|
Merchandise inventories |
(13,874) | (3,865) | ||||
|
Accounts payable |
15,239 | (18,069) | ||||
|
Net cash provided by (used in) operating activities |
76,300 | 59,079 | ||||
|
Investing Activities: |
||||||
|
Additions to property and equipment |
(62,655) | (46,233) | ||||
|
Short-term investments |
(9,142) | (66,388) | ||||
|
Proceeds from settlements of short-term investments |
17,876 | 7,643 | ||||
|
Proceeds from disposal of property and equipment |
104 | 54 | ||||
|
Net cash provided by (used in) investing activities |
(53,817) | (104,924) | ||||
|
Financing Activities: |
||||||
|
Proceeds from long-term bank borrowings |
— |
13,500 | ||||
|
Repayment of long-term bank borrowings |
(6,345) | (23,150) | ||||
|
Proceeds from short-term bank borrowings |
— |
57,248 | ||||
|
Repayment of short-term bank borrowings |
— |
(57,248) | ||||
|
Cash dividend payments |
(10,985) | (10,645) | ||||
|
Purchase of treasury stock for tax withholding on stock compensation |
||||||