x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
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.
|
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).
|
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 “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated filer ¨
|
Accelerated
filer þ
|
Non-accelerated
filer ¨
|
Smaller
Reporting Company ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange
Act).
|
Yes
¨
|
No
þ
|
The
registrant had 29,650,112 shares of its common stock, par value
$0.0001 per share, outstanding at July 6,
2009.
|
Page
|
||
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
7
|
||
27
|
||
38
|
||
39
|
||
40
|
||
40
|
||
40
|
||
40
|
||
40
|
||
40
|
||
41
|
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
|
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
|
Tax
Benefit From Stock-
|
Accumulated
Other
|
Total
|
|||||||||||||||
Additional
|
based
|
Compre-
|
Accum-
|
Stock-
|
|||||||||||||
Common
Stock
|
Paid-In
|
Compen-
|
hesive
|
ulated
|
Treasury
Stock
|
holder’s
|
|||||||||||
Shares
|
Amount
|
Capital
|
sation
|
Loss
|
Deficit
|
Shares
|
Amount
|
Equity
|
|||||||||
Balance
at August 31, 2007
|
29,815
|
$ 3
|
$ 369,848
|
$ 3,970
|
$ (12,343)
|
$ (106,087)
|
476
|
$ (10,075)
|
$ 245,316
|
||||||||
Purchase
of treasury stock
|
—
|
—
|
—
|
—
|
—
|
—
|
45
|
(1,405)
|
(1,405)
|
||||||||
Issuance
of restricted stock awards
|
350
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||
Forfeiture
of restricted stock awards
|
(11)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||
Exercise
of stock options
|
62
|
—
|
921
|
—
|
—
|
—
|
—
|
—
|
921
|
||||||||
Stock-based
compensation
|
—
|
—
|
1,774
|
762
|
—
|
—
|
—
|
—
|
2,536
|
||||||||
Common
stock subject to put agreement
|
—
|
—
|
(1,693)
|
—
|
—
|
—
|
—
|
—
|
(1,693)
|
||||||||
Dividend
payable to stockholders
|
—
|
—
|
—
|
—
|
—
|
(4,751)
|
—
|
—
|
(4,751)
|
||||||||
Dividend
paid to stockholders
|
(4,785)
|
(4,785)
|
|||||||||||||||
Change
in fair value of interest rate swaps
|
—
|
—
|
—
|
—
|
32
|
—
|
—
|
—
|
32
|
||||||||
Net
income
|
—
|
—
|
—
|
—
|
—
|
26,815
|
—
|
—
|
26,815
|
||||||||
Translation
adjustment
|
—
|
—
|
—
|
—
|
(107)
|
—
|
—
|
—
|
(107)
|
||||||||
Comprehensive
income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
26,740
|
||||||||
Balance
at May 31, 2008
|
30,216
|
$ 3
|
$ 370,850
|
$ 4,732
|
$ (12,418)
|
$ (88,808)
|
521
|
$ (11,480)
|
262,879
|
||||||||
Balance
at August 31, 2008
|
30,196
|
$ 3
|
$ 373,192
|
$ 4,563
|
$
(12,897)
|
$ (77,510)
|
580
|
$ (12,845)
|
$ 274,506
|
||||||||
Purchase
of treasury stock
|
—
|
—
|
—
|
—
|
—
|
—
|
68
|
(1,112)
|
(1,112)
|
||||||||
Issuance
of restricted stock awards
|
104
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||
Forfeiture
of restricted stock awards
|
(18)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||
Exercise
of stock options
|
33
|
—
|
210
|
—
|
—
|
—
|
—
|
—
|
210
|
||||||||
Stock-based
compensation
|
—
|
—
|
2,480
|
(175)
|
—
|
—
|
—
|
—
|
2,305
|
||||||||
Common
stock subject to put agreement
|
—
|
—
|
161
|
—
|
—
|
—
|
—
|
—
|
161
|
||||||||
Purchase
of treasury stock for PSC settlement
|
—
|
—
|
—
|
—
|
—
|
—
|
7
|
(161)
|
(161)
|
||||||||
Dividend
payable to stockholders
|
—
|
—
|
—
|
—
|
—
|
(7,411)
|
—
|
—
|
(7,411)
|
||||||||
Dividend
paid to stockholders
|
—
|
—
|
—
|
—
|
—
|
(7,392)
|
—
|
—
|
(7,392)
|
||||||||
Change
in fair value of interest rate swaps
|
—
|
—
|
—
|
—
|
(621)
|
—
|
—
|
—
|
(621)
|
||||||||
Net
income
|
—
|
—
|
—
|
—
|
—
|
32,069
|
—
|
—
|
32,069
|
||||||||
Translation
adjustment
|
—
|
—
|
—
|
—
|
(3,352)
|
—
|
—
|
—
|
(3,352)
|
||||||||
Comprehensive
income
|
28,096
|
||||||||||||||||
Balance
at May 31, 2009
|
30,315
|
$ 3
|
$ 376,043
|
$ 4,388
|
$
(16,870)
|
$ (60,244)
|
655
|
$ (14,118)
|
$ 289,202
|
Nine
Months Ended
May
31,
|
||||||||
2009
|
2008
|
|||||||
Operating
Activities:
|
||||||||
Income
from continuing operations
|
$
|
32,096
|
$
|
26,744
|
||||
Adjustments
to reconcile income from continuing operations to net cash provided by
operating activities:
|
||||||||
Depreciation
and amortization
|
9,700
|
8,365
|
||||||
Allowance
for doubtful accounts
|
2
|
10
|
||||||
Asset
impairment and closure costs
|
74
|
525
|
||||||
Loss on
sale of property and equipment
|
13
|
197
|
||||||
Release
from (deposit to) escrow account due to settlement of
litigation
|
256
|
(100
|
)
|
|||||
Provision
for settlement of litigation
|
—
|
648
|
||||||
Deferred
income taxes
|
(701
|
)
|
1,613
|
|||||
Minority
interest
|
211
|
368
|
||||||
Loss
of unconsolidated affiliates
|
20
|
—
|
||||||
Excess
tax deficiency (benefit) on stock-based
compensation
|
175
|
|
(762
|
)
|
||||
Stock-based
compensation
|
2,480
|
1,774
|
||||||
Change
in operating assets and liabilities:
|
||||||||
Change
in accounts receivable, prepaid expenses, other current assets, accrued
salaries and benefits, deferred membership and other
accruals
|
(3,485
|
)
|
(9,344
|
)
|
||||
Merchandise
inventories
|
904
|
(16,183
|
)
|
|||||
Accounts
payable
|
(4,110
|
)
|
9,663
|
|||||
Net
cash provided by continuing operating activities
|
37,635
|
23,518
|
||||||
Net
cash provided by (used in) discontinued operating
activities
|
57
|
(139
|
)
|
|||||
Net
cash provided by operating activities
|
37,692
|
23,379
|
||||||
Investing
Activities:
|
||||||||
Additions
to property and equipment
|
(35,595
|
)
|
(20,453
|
)
|
||||
Deposits
to escrow account for land acquisitions (including settlement of
litigation)
|
—
|
(656
|
)
|
|||||
Proceeds from
disposal of property and equipment
|
91
|
2,897
|
||||||
Collection
of note receivable from sale of closed warehouse club in the Dominican
Republic
|
2,104
|
—
|
||||||
Proceeds
from sale of unconsolidated affiliate
|
—
|
2,000
|
||||||
Acquisition
of business, net of cash acquired
|
(2,856
|
)
|
(11,913
|
)
|
||||
Purchase
of Nicaragua minority interest
|
—
|
(10,200
|
)
|
|||||
Purchase
of interest in Costa Rica joint venture
|
(2,635
|
)
|
—
|
|||||
Capital
contribution to Costa Rica joint venture
|
(377
|
)
|
—
|
|||||
Purchase
of interest in Panama joint venture
|
(4,616
|
)
|
—
|
|||||
Net
cash used in continuing investing activities
|
(43,884
|
)
|
(38,325
|
)
|
||||
Net
cash used in discontinued investing activities
|
(9
|
)
|
(8
|
)
|
||||
Net
cash flows used in investing activities
|
(43,893
|
)
|
(38,333
|
)
|
||||
Financing
Activities:
|
||||||||
Proceeds
from bank borrowings
|
28,982
|
15,813
|
||||||
Repayment
of bank borrowings
|
(19,898
|
)
|
(5,608
|
)
|
||||
Cash
dividend payments
|
(12,136
|
)
|
(9,463
|
)
|
||||
Release
of restricted cash
|
—
|
8,005
|
||||||
Excess
tax (deficiency) benefit on stock-based
compensation
|
(175
|
)
|
762
|
|||||
Purchase
of treasury stock for PSC settlement
|
(161
|
)
|
—
|
|||||
Proceeds
from exercise of stock options
|
210
|
921
|
||||||
Purchase
of treasury shares
|
(1,112
|
)
|
(1,405
|
)
|
||||
Net
cash (used in) provided by financing activities
|
(4,290
|
)
|
9,025
|
|||||
Effect
of exchange rate changes on cash and cash
equivalents
|
1,405
|
(29
|
)
|
|||||
Net
decrease in cash and cash equivalents
|
(9,086
|
)
|
(5,958
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
48,121
|
32,065
|
||||||
Cash
and cash equivalents at end of period
|
$
|
39,035
|
$
|
26,107
|
Nine
Months Ended
May
31,
|
||||||||
2009
|
2008
|
|||||||
Supplemental
disclosure of cash flow information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest,
net of amounts capitalized
|
$
|
1,905
|
$
|
420
|
||||
Income
taxes
|
$
|
10,138
|
$
|
7,487
|
||||
PSC
Settlement expenses
|
$ |
—
|
$ |
6,050
|
||||
Acquisition
of land and permanent easement related to PSC
Settlement
|
$ |
—
|
$ |
1,125
|
||||
Supplemental
disclosure of non-cash financing activities:
|
||||||||
Dividends
declared but not paid
|
$
|
7,411
|
$
|
4,751
|
Subsidiary
|
Countries
|
Ownership
|
Basis
of Presentation
|
||||
PriceSmart,
Aruba
|
Aruba
|
100.0%
|
Consolidated
|
||||
PriceSmart,
Barbados
|
Barbados
|
100.0%
|
Consolidated
|
||||
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
(1)
|
||||
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
|
95.0%
|
Consolidated
|
||||
PriceSmart,
U.S. Virgin Islands
|
U.S. Virgin
Islands
|
100.0%
|
Consolidated
|
||||
GolfPark
Plaza, S.A.
|
Panama
|
50.0%
|
Equity
(2)
|
||||
Price
Plaza Alajuela PPA, S.A.
|
Costa
Rica
|
50.0%
|
Equity
(2)
|
||||
Newco
2
|
Costa
Rica
|
50.0%
|
Equity
(2)
|
(1)
|
Entity
is treated as discontinued operations in the consolidated financial
statements.
|
(2)
|
Purchase
of joint venture interest during the first quarter of fiscal year
2009.
|
May
31,
2009
|
August
31,
2008
|
|||||||
Cash
and cash equivalents
|
$
|
27
|
$
|
284
|
||||
Accounts
receivable, net
|
424
|
116
|
||||||
Prepaid
expenses and other current assets
|
40
|
7
|
||||||
Other
assets, non-current
|
666
|
840
|
||||||
Assets
of discontinued operations
|
$
|
1,157
|
$
|
1,247
|
||||
Other
accrued expenses
|
$
|
291
|
$
|
277
|
||||
Liabilities
of discontinued operations
|
$
|
291
|
$
|
277
|
Three Months Ended
May 31,
|
Nine Months Ended
May 31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
warehouse club sales
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Pre-tax
income (loss) from discontinued operations
|
55
|
26
|
(27
|
)
|
71
|
|||||||||||
Income
tax (provision) benefit
|
—
|
—
|
—
|
—
|
||||||||||||
Income
(loss) from discontinued operations
|
$
|
55
|
$
|
26
|
$
|
(27
|
)
|
$
|
71
|
May
31,
2009
|
August
31,
2008
|
|||||||
Land
|
$
|
74,659
|
$
|
63,582
|
||||
Building
and improvements
|
138,285
|
130,237
|
||||||
Fixtures
and equipment
|
80,669
|
75,137
|
||||||
Construction
in progress
|
10,009
|
2,466
|
||||||
Total
property and equipment, historical cost
|
303,622
|
271,422
|
||||||
Less:
accumulated depreciation
|
(78,199
|
)
|
(71,846
|
)
|
||||
Property
and equipment, net
|
$
|
225,423
|
$
|
199,576
|
Land
Costa Rica
|
$ | 3,724 | ||
Land
Panama
|
2,856 | |||
Land
Trinidad
|
4,519 | |||
Total
land acquired
|
$ | 11,099 |
Land
|
$ | 4,965 | ||
Building
and improvements
|
6,948 | |||
Fixtures
and equipment
|
85 | |||
Total
property and equipment
|
$ | 11,998 |
Three Months Ended
May 31,
|
Nine Months Ended
May 31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
income
|
$
|
8,683
|
$
|
10,601
|
$
|
32,069
|
$
|
26,815
|
||||||||
Determination
of shares:
|
||||||||||||||||
Average
common shares outstanding
|
29,010
|
28,914
|
28,929
|
28,848
|
||||||||||||
Assumed
conversion of:
|
||||||||||||||||
Stock options
|
98
|
129
|
103
|
138
|
||||||||||||
Restricted stock grants(1)
|
94
|
181
|
132
|
330
|
||||||||||||
Diluted
average common shares outstanding
|
29,202
|
29,224
|
29,164
|
29,316
|
||||||||||||
Basic
income per share
|
$
|
0.30
|
$
|
0.37
|
$
|
1.11
|
$
|
0.93
|
||||||||
Diluted
income per share
|
$
|
0.30
|
$
|
0.36
|
$
|
1.10
|
$
|
0.91
|
(1)
|
Restricted
stock was issued to certain employees in the three and nine
month periods ended May 31, 2009 and May 31, 2008, respectively. The
dilutive effect of the restricted stock issued is 1,318 shares for the
nine-month period ended May 31, 2009. The effect of restricted stock
issued for the three month period ended May 31, 2009 was
anti-dilutive. The dilutive effect of the restricted stock
issued is 3,706 for the nine-month period ended May 31,
2008. No restricted stock was issued during the three month
period ended May 31, 2008.
|
Three
Months Ended
May
31,
|
Nine
Months Ended
May
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Vesting
of options granted to employees and directors
|
$ | 10 | $ | 30 | $ | 50 | $ | 98 | ||||||||
Vesting
of restricted stock grants
|
737 | 768 | 2,354 | 1,663 | ||||||||||||
Vesting
of restricted stock units
|
42 | 13 | 76 | 13 | ||||||||||||
Stock-based
compensation expense
|
$ | 789 | $ | 811 | $ | 2,480 | $ | 1,774 |
Shares
|
Weighted Average
Exercise Price
|
|||||||
Shares
subject to outstanding options at August 31,
2008
|
280,130 | $ | 9.23 | |||||
Granted
|
5,000 | 16.34 | ||||||
Exercised
|
(32,527 | ) | 6.44 | |||||
Forfeited
or expired
|
(18,816 | ) | 16.36 | |||||
Shares
subject to outstanding options at May 31, 2009
|
233,787 | $ | 9.19 |
Range
of
Exercise
Prices
|
Outstanding as
of
May 31, 2009
|
Weighted-Average
Remaining
Contractual
Life
(in
years)
|
Weighted-Average
Exercise
Price on Options Outstanding
|
Options
Exercisable as
of May
31, 2009
|
Weighted-Average
Exercise
Price on Options Exercisable
as
of May 31, 2009
|
|||||||||||||||||
$
|
6.13 – $8.90
|
197,787
|
0.80
|
$
|
6.29
|
196,187
|
$
|
6.27
|
||||||||||||||
8.91 – 20.00
|
14,000
|
4.07
|
16.31
|
4,200
|
16.58
|
|||||||||||||||||
20.01 – 39.00
|
22,000
|
2.35
|
30.77
|
15,600
|
33.70
|
|||||||||||||||||
$
|
6.13 – $39.00
|
233,787
|
1.14
|
$
|
9.19
|
215,987
|
$
|
8.45
|
Nine
Months Ended
|
|||
May
31,
2009
|
May
31,
2008
|
||
Risk
free interest rate
|
2.02%
|
3.25%
|
|
Expected
life
|
5
years
|
5
years
|
|
Expected
volatility
|
53.55%
|
47.74%
|
|
Expected
divided yield
|
1.8%
|
1.2%
|
Nine
Months Ended
|
||||||||
May
31,
2009
|
May
31,
2008
|
|||||||
Grants
outstanding at August 31, 2008 and August 31, 2007,
respectively
|
748,860 | 566,250 | ||||||
Granted
|
103,950 | 349,850 | ||||||
Cancelled
|
(17,677 | ) | (11,270 | ) | ||||
Vested
|
(198,124 | ) | (131,810 | ) | ||||
Grants
outstanding at May 31, 2009 and May 31, 2008,
respectively
|
637,009 | 773,020 |
Nine
Months Ended
|
||||||||
May
31,
2009
|
May
31,
2008
|
|||||||
Proceeds
from stock options exercised
|
$ | 210 | $ | 921 | ||||
Intrinsic
value of stock options exercised
|
$ | 365 | $ | 854 |
Nine
Months Ended
|
||||||||
May
31,
2009
|
May
31,
2008
|
|||||||
Grants
outstanding at August 31, 2008 and August 31, 2007,
respectively
|
20,000 | — | ||||||
Granted
|
— | 20,000 | ||||||
Released
|
(4,000 | ) | — | |||||
Grants
outstanding at May 31, 2009 and May 31, 2008,
respectively
|
16,000 | 20,000 |
Liability
as of
August 31,
2008
|
Charged
to
Expense
|
Cash
(Paid)/
Received
|
Non-cash
Amounts
|
Liability
as of
May
31, 2009
|
|||||||||||||||
Lease
obligations
|
$
|
3,677
|
(1)
|
$
|
201
|
(2)
|
$
|
(127
|
)
|
$
|
—
|
$
|
3,751
|
(3)
|
|||||
Asset
impairment
|
—
|
(5
|
)
|
(4)
|
5
|
—
|
—
|
||||||||||||
Other
associated costs
|
—
|
20
|
(20
|
)
|
—
|
—
|
|||||||||||||
Total
|
$
|
3,677
|
$
|
216
|
$
|
(142)
|
$
|
—
|
$
|
3,751
|
(1)
|
Amount
includes $3.5 million of accrued closure costs and $188,000 of short-term
lease obligations (included within other accrued expenses) on the
consolidated balance sheet as of August 31, 2008.
|
(2)
|
Amount
of additional lease obligations due to increase in rent for closed
warehouse club in Guatemala (fiscal year 2009).
|
(3)
|
Amount
includes $3.6 million of accrued closure costs and $194,000 of short-term
lease obligations (included within other accrued expenses) on the
consolidated balance sheet as of May 31, 2009.
|
(4)
|
Gain
on sale of previously impaired
equipment.
|
Location (1)
|
Facility
Type
|
Date
Opened
|
Approximate
Square
Footage
|
Current
Lease
Expiration
Date
|
Remaining
Option(s)
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
|
54,229
|
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 | ||||||
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
|
31,575
|
February
28, 2010
|
none
|
(1)
|
Former
clubs located in Guam and Guatemala are not included; these warehouse
clubs were closed in fiscal years 2004 and 2003, respectively. The
respective land and building are currently subleased to
third-parties. See Note 18 regarding the subsequent event for the closed
Guatemala location.
|
Periods
Ended February 28,
|
Open
Locations (1)
|
Closed
Location (2)
|
||||||
2010
|
$
|
6,170
|
$
|
392
|
||||
2011
|
5,759
|
327
|
||||||
2012
|
5,373
|
321
|
||||||
2013
|
5,566
|
321
|
||||||
2014
|
5,612
|
321
|
||||||
Thereafter
|
52,579
|
3,493
|
||||||
Total
|
$
|
81,059
|
$
|
5,175
|
(3)
|
(1)
|
Operating
lease obligations have been reduced by approximately $753,000 to reflect
sub-lease income.
|
(2)
|
The
net present value of the closed Guatemala warehouse club lease obligation
(net of expected sublease income) has been recorded on the consolidated
balance sheets under the captions “Other accrued expenses” and “Accrued
closure costs.” See Note 18 for subsequent event with regard to the closed
Guatemala location.
|
(3)
|
The
total excludes payments for the discontinued operations in
Guam. The projected minimum payments excluded for Guam are
approximately $2.2 million; projected sublease income for this location is
approximately $2.6 million, yielding no net projected
obligation.
|
The Company
also has an equipment lease (IBM). The Company’s annual future minimum
lease payments are approximately $107,000; this lease expires on November
30, 2010.
|
Periods
ended May 31,
|
Amount
|
|||
2010
|
$ | 1,824 | ||
2011
|
1,630 | |||
2012
|
1,148 | |||
2013
|
956 | |||
2014
|
923 | |||
Thereafter
|
7,116 | |||
Total
|
$ | 13,597 |
Income
Statement Classification
|
Interest
expense
on
Swaps
|
Interest
expense
on
Borrowings
|
||||||
Interest
expense for the nine months ended May 31, 2009
|
$
|
558
|
$
|
523
|
||||
Interest
expense for the nine months ended May 31, 2008
|
$
|
70
|
|
$
|
152
|
Floating Rate Payer (Swap
Counterparty)
|
Notional
Amount as of May 31, 2009
|
Notional Amount as of August
31, 2008
|
||||||
RBTT
|
$
|
8,325
|
$
|
-
|
||||
Citibank
N.A.
|
$
|
3,825
|
$
|
4,275
|
||||
Total
|
$
|
12,150
|
$
|
4,275
|
Liability
Derivatives
|
|||||||||||
May
31,
2009
|
August
31,
2008
|
||||||||||
Derivatives
designated as hedging instruments under Statement 133
|
Balance
Sheet Location
|
Fair
Value
|
Balance
Sheet Location
|
Fair
Value
|
|||||||
Interest
Rate Swaps(1)
|
Other
Accrued Expenses
|
$
|
629
|
Other
Accrued Expenses
|
$
|
8
|
|||||
Total derivatives designated as hedging instruments under Statement 133
(2)
|
$
|
629
|
$
|
8
|
(1)
|
The
effective portion of the interest rate swaps was recorded as a
debit to accumulated other comprehensive loss for $629,000 as of May 31,
2009.
|
(2)
|
There
were no derivatives not designated as hedging instruments under Statement
133.
|
Amount
of Gain or (Loss) Recognized in Income on Derivatives
|
|||||||||||||||||
Three
Months Ended
May
31,
|
Nine
Months Ended
May
31,
|
||||||||||||||||
Derivatives
in Statement 133 Fair Value Hedging Relationships
|
Location
of Gain or (Loss) recognized in Income on Derivative
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Interest
rate swaps
|
Interest
income/(expense)
|
$ | (36 | ) | $ | 8 | $ | (93 | ) | $ | 11 | ||||||
Total
|
$ | (36 | ) | $ | 8 | $ | (93 | ) | $ | 11 |
|
•
|
For
the first nine months and for the entire fiscal year 2008, additional
reserves of approximately $1.3 million were recorded for costs associated
with the settlement incurred in excess of the initial $5.5 million reserve
established in fiscal year 2007 relating to both the cash and non-cash
settlement costs pursuant to the elements of the settlement agreement
described at clauses (i) and (iii) of the description of the
settlement agreement and release with PSC, S.A. and related
entities. No additional reserves were established for the first
nine months of fiscal year 2009.
|
|
•
|
For
the first nine months and for the entire fiscal year 2008, the Company
recorded approximately $120,000 for the cost associated with the market
valuation of the put agreement. No additional costs to record
the fair value of the put arrangement were recorded for the first nine
months of fiscal year 2009.
|
|
•
|
For
the first nine months and for the entire fiscal year 2008, the Company in
accordance with the Company’s accounting policy recorded the
reclassification of approximately $1.7 million and $161,000, respectively,
from additional paid in capital to a liability account, common stock
subject to put agreement. On September 9, 2008, fiscal year
2009, the Company recorded the final settlement of the
liability.
|
|
•
|
In
the fiscal year 2008, the Company recorded an income tax benefit of
approximately $1.7 million as a result of the approximately $6.8 million
recorded for settlement costs pursuant to item (i) and (iii) of
the settlement agreement and release with PSC, S.A. and related entities.
In fiscal year 2007, when the Company originally accrued for the
settlement cost, the Company was not able to estimate the tax benefit
component of the settlement cost with an adequate level of
certainty. The Company did not record any tax benefits or
liabilities due to the put settlement during the first nine months of
fiscal year 2009.
|
May
31,
2009
|
August
31,
2008
|
|||||||
Current
assets
|
$ | 53 | $ | — | ||||
Noncurrent
assets
|
15,305 | — | ||||||
Current
liabilities
|
33 | — | ||||||
Noncurrent
liabilities
|
$ | — | $ | — |
Three
Months Ended
May
31,
|
Nine
Months Ended
May
31,
|
|||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||
Net
loss
|
$
|
(16
|
)
|
$
|
—
|
$
|
(40
|
)
|
$
|
(35)
|
United
States
Operations
|
Central
American
Operations
|
Caribbean
Operations
|
Total
|
|||||||||||||
Nine
Months Ended May 31, 2009
|
||||||||||||||||
Total
revenue
|
$
|
2,826
|
$
|
558,077
|
$
|
385,642
|
$
|
946,545
|
||||||||
Asset
impairment and closure (costs) income
|
—
|
(360
|
)
|
144
|
(216
|
)
|
||||||||||
Operating
income
|
6,514
|
22,787
|
16,317
|
45,618
|
||||||||||||
Interest
income
|
137
|
137
|
43
|
317
|
||||||||||||
Interest
expense
|
(33
|
)
|
(535
|
)
|
(1,307
|
)
|
(1,875
|
)
|
||||||||
Income
tax expense
|
(1,350
|
)
|
(6,008
|
)
|
(4,339
|
)
|
(11,697
|
)
|
||||||||
Income
from continuing operations
|
5,429
|
16,210
|
10,457
|
32,096
|
||||||||||||
Loss
from discontinued operations, net of tax
|
(27
|
)
|
—
|
—
|
(27
|
)
|
||||||||||
Depreciation
and amortization
|
(695
|
)
|
(5,340
|
)
|
(3,665
|
)
|
(9,700
|
)
|
||||||||
Goodwill
|
—
|
32,601
|
5,140
|
37,741
|
||||||||||||
Assets
of discontinued operations
|
1,157
|
—
|
—
|
1,157
|
||||||||||||
Identifiable
assets
|
38,769
|
279,942
|
155,138
|
473,849
|
||||||||||||
Nine
Months Ended May 31, 2008
|
||||||||||||||||
Total
revenue
|
$
|
1,140
|
$
|
498,073
|
$
|
328,700
|
$
|
827,913
|
||||||||
Asset
impairment and closure (costs) income
|
—
|
(799
|
)
|
96
|
(703
|
)
|
||||||||||
Operating
income
|
2,396
|
21,700
|
11,448
|
35,544
|
||||||||||||
Interest
income
|
752
|
193
|
68
|
1,013
|
||||||||||||
Interest
expense
|
—
|
(496
|
)
|
(454
|
)
|
(950
|
)
|
|||||||||
Income
tax (expense) benefit
|
366
|
(5,574
|
)
|
(3,078
|
)
|
(8,286
|
)
|
|||||||||
Income
from continuing operations
|
3,514
|
15,414
|
7,816
|
26,744
|
||||||||||||
Income
(loss) from discontinued operations, net of tax
|
71
|
—
|
—
|
71
|
||||||||||||
Depreciation
and amortization
|
(555
|
) |
(4,636
|
) |
(3,174
|
) |
(8,365
|
) | ||||||||
Goodwill
|
—
|
33,639
|
5,314
|
38,953
|
||||||||||||
Assets
of discontinued operations
|
1,542
|
—
|
—
|
1,542
|
||||||||||||
Identifiable
assets
|
43,595
|
245,990
|
137,091
|
426,676
|
||||||||||||
Year
Ended August 31, 2008
|
||||||||||||||||
Total
revenue
|
$
|
1,564
|
$
|
670,822
|
$
|
447,490
|
$
|
1,119,876
|
||||||||
Asset
impairment and closure (costs) income
|
—
|
(1,174
|
)
|
32
|
(1,142
|
)
|
||||||||||
Operating
income
|
3,730
|
28,667
|
16,029
|
48,426
|
||||||||||||
Interest
income
|
883
|
231
|
79
|
1,193
|
||||||||||||
Interest
expense
|
—
|
(755
|
)
|
(690
|
)
|
(1,445
|
)
|
|||||||||
Income
tax expense
|
(470
|
)
|
(6,293
|
)
|
(2,361
|
)
|
(9,124
|
)
|
||||||||
Income
from continuing operations
|
4,044
|
21,468
|
12,698
|
38,210
|
||||||||||||
Income
(loss) from discontinued operations, net of tax
|
(104
|
)
|
—
|
—
|
(104
|
)
|
||||||||||
Depreciation
and amortization
|
(806
|
)
|
(6,217
|
)
|
(4,347
|
)
|
(11,370
|
)
|
||||||||
Goodwill
|
—
|
33,639
|
5,609
|
39,248
|
||||||||||||
Assets
of discontinued operations
|
1,247
|
—
|
—
|
1,247
|
||||||||||||
Identifiable
assets
|
61,876
|
254,333
|
135,203
|
451,412
|
Country/Territory
|
Number
of
Warehouse
Clubs
in
Operation (as of
May
31, 2009)
|
Number
of
Warehouse Clubs
in Operation (as of
May
31, 2008)
|
Ownership (as of
May
31, 2009)
|
Basis
of
Presentation
|
||||
Panama
|
4
|
4
|
100%
|
Consolidated
|
||||
Costa
Rica
|
5
|
4
|
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
|
3
|
3
|
95%
|
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
|
26
|
25
|
Warehouse
Club Sales for the
Three
Months Ended
|
||||||||||||||||||||||||
May
31, 2009
|
May
31, 2008
|
|||||||||||||||||||||||
Amount
|
% of Net
Revenue
|
Amount
|
% of Net
Revenue
|
Increase
|
Change
|
|||||||||||||||||||
(Dollar
amounts in thousands)
|
||||||||||||||||||||||||
Central
America
|
$
|
178,966
|
59.7%
|
$
|
165,940
|
59.7%
|
$
|
13,026
|
7.8%
|
|||||||||||||||
Caribbean
|
120,605
|
40.3%
|
112,039
|
40.3%
|
8,566
|
7.6%
|
||||||||||||||||||
$
|
299,571
|
100.0%
|
$
|
277,979
|
100.0%
|
$
|
21,592
|
7.8%
|
|
COMPARISON OF THE NINE MONTHS
ENDED MAY 31, 2009 AND MAY 31,
2008
|
Warehouse
Club Sales for the
Nine
Months Ended
|
||||||||||||||||||||||||
May
31, 2009
|
May
31, 2008
|
|||||||||||||||||||||||
Amount
|
% of Net
Revenue
|
Amount
|
% of Net
Revenue
|
Increase
|
Change
|
|||||||||||||||||||
(Dollar
amounts in thousands)
|
||||||||||||||||||||||||
Central
America
|
$
|
546,123
|
59.0%
|
$
|
487,507
|
60.1%
|
$
|
58,616
|
12.0%
|
|||||||||||||||
Caribbean
|
380,206
|
41.0%
|
323,875
|
39.9%
|
56,331
|
17.4%
|
||||||||||||||||||
$
|
926,329
|
100.0%
|
$
|
811,382
|
100.0%
|
$
|
114,947
|
14.2%
|
Liability
Derivatives
|
||||||||||
May
31,
2009
|
August
31,
2008
|
|||||||||
Derivatives
designated as hedging instruments under Statement 133
|
Balance
Sheet Location
|
Fair
Value
|
Balance
Sheet Location
|
Fair
Value
|
||||||
Interest
Rate Swaps(1)
|
Other
Accrued Expenses
|
$
|
629
|
Other
Accrued Expenses
|
$
|
8
|
||||
Total derivatives designated as hedging instruments under Statement
133 (2)
|
$
|
629
|
$
|
8
|
(1)
|
The
effective portion of the interest rate swaps was recorded as a
debit to accumulated other comprehensive loss for $629,000 as of May 31,
2009.
|
(2)
|
There
were no derivatives not designated as hedging instruments under Statement
133.
|
Payments
due in:
|
||||||||||||||||||||
Contractual
obligations
|
Less than
1
Year
|
1
to 3
Years
|
4
to 5
Years
|
After
5
Years
|
Total
|
|||||||||||||||
Long-term
debt (1)
|
$ | 3,608 | $ | 7,740 | $ | 7,315 | $ | 13,864 | $ | 32,527 | ||||||||||
Operating
leases
(2)(3)
|
6,170 | 11,132 | 11,178 | 52,579 | 81,059 | |||||||||||||||
Additional
capital contribution commitments to
joint-ventures
(4)
|
4,146 | — | — | — | 4,146 | |||||||||||||||
Equipment
lease(6)
|
107 | 53 | — | — | 160 | |||||||||||||||
Distribution
center services(5)
|
185 | 197 | — | — | 382 | |||||||||||||||
Total
|
$ | 14,216 | $ | 19,122 | $ | 18,493 | $ | 66,443 | $ | 118,274 |
(1)
|
Amounts
shown are for the principal portion of the long-term debt payments
only.
|
(2)
|
Amounts
shown exclude future operating lease payments due for the closed warehouse
clubs in Guatemala and Guam. The net liability related to Guatemala
is approximately $3.8 million and is recorded on the consolidated balance
sheet under the captions “Other accrued expenses” and “Accrued closure
costs.” The projected minimum payments excluded for Guam are approximately
$2.2 million; sublease income for this location is also approximately $2.6
million, yielding no net projected obligation.
|
(3)
|
Operating
lease obligations have been reduced by approximately $753,000 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 discussed within the MD&A
in Current and Future Management Actions.
|
(5)
|
Amounts
shown are the contractual distribution center services agreements for
Panama and Mexico City. The minimum payment includes only the fixed
portion of each contract.
|
(6)
|
Certain obligations under leasing arrangements are collateralized by the underlying asset being leased. |
Country/Territory
|
Number
of
Warehouse Clubs
In
Operation
|
Anticipated Warehouse
Club
Openings
in
FY 2009/2010
|
Currency
|
|||
Panama
|
4
|
—(2)
|
U.S.
Dollar
|
|||
Costa
Rica
|
5
|
—
|
Costa
Rican Colon
|
|||
Dominican
Republic
|
2
|
—
|
Dominican
Republic Peso
|
|||
Guatemala
|
3
|
—
|
Guatemalan
Quetzal
|
|||
El
Salvador
|
2
|
—
|
U.S.
Dollar
|
|||
Honduras
|
2
|
—
|
Honduran
Lempira
|
|||
Trinidad
|
3
|
1(3)
|
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
|
26
(1)
|
1
|
(1)
|
The
Company opened a warehouse club in fiscal year 2009 in Costa Rica and
opened two warehouse clubs in fiscal year 2008, one each in Guatemala and
Trinidad.
|
(2)
|
An
existing PriceSmart warehouse club in Panama City, Panama (known as the
Los Pueblos club) will be relocated to a new site (Brisas) in fiscal year
2010. The Company plans to sell or lease the existing warehouse club
after the relocation has been completed.
|
(3)
|
This
warehouse club is expected to open by the end of calendar year 2009 (San
Fernando).
|
ITEM 4.
|
ITEM 1.
|
ITEM 1A.
|
ITEM 3.
|
ITEM 5.
|
3.1(1)
|
Amended
and Restated Certificate of Incorporation of the
Company.
|
3.2(2)
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation of the
Company.
|
3.3(3)
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation of the
Company.
|
3.4(1)
|
Amended
and Restated Bylaws of the Company.
|
10.1*
|
Twelfth
Amendment to Employment Agreement between the Company and John Hildebrandt
dated March 1, 2009.
|
10.2*
|
Thirteenth
Amendment to Employment Agreement between the Company and John Hildebrandt
dated April 1, 2009.
|
10.3*
|
Thirteenth
Amendment to Employment Agreement between the Company and Edward Oats
dated March 1, 2009.
|
10.4*
|
Fifteenth
Amendment to Employment Agreement between the Company and Brud Drachman
dated March 1, 2009.
|
10.5*
|
Sixteenth
Amendment to Employment Agreement between the Company and Thomas D. Martin
dated March 1, 2009.
|
31.1
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1**
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Identifies
management contract or compensatory plan or
arrangement.
|
**
|
These
certifications are being furnished solely to accompany this Report
pursuant to 18 U.S.C. 1350, and are not being filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and are not
to be incorporated by reference into any filing of PriceSmart, Inc.,
whether made before or after the date hereof, regardless of any general
incorporation language in such
filing.
|
(1)
|
Incorporated
by reference to the Company’s Annual Report on Form 10-K for the year
ended August 31, 1997 filed with the Commission on November 26,
1997.
|
(2)
|
Incorporated
by reference to the Company’s Quarterly Report on Form 10-Q for the
quarter ended February 29, 2004 filed with the Commission on April 14,
2004.
|
(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.
|
PRICESMART,
INC.
|
|||
Date:
July 10, 2009
|
By:
|
/s/ ROBERT
E. PRICE
|
|
Robert
E. Price
|
|||
Chairman
of the Board and
|
|||
Chief
Executive Officer
|
|||
Date:
July 10, 2009
|
By:
|
/s/ JOHN
M. HEFFNER
|
|
John
M. Heffner
|
|||
Executive
Vice President and Chief Financial Officer
|
|||
(Principal
Financial Officer and
|
|||
Chief
Accounting Officer)
|