8-K 3Q FY14 Earnings Release



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, 2014
_____________________
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):

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

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

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

 
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, 2014, PriceSmart, Inc. issued a press release regarding the results of operations for the third quarter of fiscal year 2014 and its sales for the month of June. 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, 2014.










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, 2014
 
/S/ JOHN M. HEFFNER
 
 
John M. Heffner
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer and
 
 
Principal Accounting Officer)







EXHIBIT INDEX

Exhibit
Number
 
Description
99.1
 
Press Release of PriceSmart, Inc. dated July 10, 2014.








PriceSmart Announces Third Quarter Results of Operations
and June Sales

San Diego, CA (July 10, 2014) - PriceSmart, Inc. (NASDAQ: PSMT) today announced its results of operations for the third quarter of fiscal year 2014 which ended on May 31, 2014.

For the third quarter of fiscal year 2014, net warehouse club sales increased 7.6% to $597.9 million from $555.8 million in the third quarter of fiscal year 2013. Total revenues for the third quarter of fiscal year 2014 were $615.0 million compared to $571.7 million in the comparable period of the prior year. The Company had 33 warehouse clubs in operation as of May 2014 compared to 31 warehouse clubs in operation as of May 2013.

The Company recorded operating income during the quarter of $31.2 million, as compared to operating income of $28.5 million in the prior year. Net income was $21.3 million, or $0.70 per diluted share, in the third quarter of fiscal year 2014 as compared to $18.5 million, or $0.61 per diluted share, in the third quarter of fiscal year 2013.

For the first nine months of fiscal year 2014, net warehouse club sales increased 10.4% to $1,844.7 million from $1,671.3 million in the first nine months of fiscal year 2013. Total revenues for the first nine months of the fiscal year 2014 increased 10.5% to $1,895.0 million from $1,714.4 million in the same period of the prior year. For the first nine months of fiscal year 2014, the Company recorded operating income of $102.9 million and net income of $71.0 million, or $2.34 per diluted share. During the nine month period in fiscal year 2013, the Company recorded operating income of $94.6 million and net income of $63.4 million, or $2.09 per diluted share.

The Company also announced that for the month of June 2014, net warehouse club sales increased 4.0% to $194.3 million, from $186.9 million in June a year earlier. For the ten months ended June 30, 2014, net warehouse club sales increased 9.7% to $2,039.0 million, from $1,858.1 million for the ten months ended June 30, 2013. There were 33 warehouse clubs in operation at the end of June 2014 and 31 warehouse clubs in operation at the end of June 2013.

For the four weeks ended June 29, 2014, comparable warehouse sales for the 30 warehouse clubs open at least 13 1/2 full months increased 1.0%, compared to the same four-week period last year. For the forty-three week period ended June 29, 2014, comparable warehouse sales increased 5.4%, compared to the comparable forty-three week period a year ago.

PriceSmart management will host a conference call at 12:00 p.m. Eastern time (9:00a.m. Pacific time) on Friday, July 11, 2014, to discuss the financial results. Individuals interested in participating in the conference call may do so by dialing (877) 719-9789 toll free, or (719) 325-4784 for international callers and entering participant code 9238757. A digital replay will be available through July 31, 2014, following the conclusion of the call by dialing (888) 203-1112 for domestic callers, or (719) 457-0820 for international callers, and entering replay passcode 9238757.


About PriceSmart

PriceSmart, headquartered in San Diego, owns and operates U.S.-style membership shopping warehouse clubs in Latin America and the Caribbean, selling high quality merchandise at low prices to PriceSmart members. PriceSmart now operates 33 warehouse clubs in 12 countries and one U.S. territory (six in Costa Rica; four each in Panama and Trinidad; three each in Guatemala, the Dominican Republic, Honduras and Colombia; two in El Salvador; 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, anticipated, 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 its business; the Company faces significant competition; future sales growth depends, in part, on the Company's ability to successfully open new warehouse clubs; the Company might not identify in a timely manner or effectively respond to changes in consumer trends and changes in consumer preferences for merchandise and shopping modalities, which could adversely affect its relationship with members, demand for its products and market share; the Company faces difficulties in the shipment of, and risks inherent in the importation of, merchandise to its warehouse clubs; the Company is exposed to weather and other natural disaster risks; general economic conditions could adversely impact the Company's business in various respects; the Company is subject to changes in relationships and agreements with third parties with which the Company does business and/or from which the Company acquires merchandise; the Company relies extensively on computer systems to process transactions, summarize results and manage its business and a failure to adequately maintain the Company's systems and disruptions in its systems could harm its business and adversely affect its results of operations; the Company could be subject to additional tax liabilities; a few of the Company's stockholders own approximately 28.1% 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 rates; the Company faces the risk of exposure to product liability claims, a product recall and adverse publicity; potential future impairments of long lived assets could adversely affect the Company's future results of operations and financial position; write-offs of goodwill and other intangible assets could adversely affect the Company's future results of operations and financial position; the Company faces increased public company compliance risks and compliance risks related to the Company's international operations; the Company faces increased compliance risks associated with compliance with Section 404 of the Sarbanes-Oxley Act of 2002; if remediation costs or hazardous substance contamination levels at certain properties for which the Company maintains financial responsibility exceed management's current expectations, the Company's financial condition and results of operations could be adversely impacted. The risks described above as well as the other risks detailed in the Company's U.S. Securities and Exchange Commission (SEC) reports, including the Company's Annual Report on Form 10-K filed for the fiscal year ended August 31, 2013 filed on October 30, 2013 pursuant to the Securities Exchange Act of 1934. 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 John M. Heffner, Principal Financial Officer and Principal Accounting Officer (858) 404-8826.




PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)


 
May 31,
2014
 
August 31,
2013
 
(Unaudited)
 
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
123,759

 
$
121,874

Short-term restricted cash
2,356

 
5,984

Receivables, net of allowance for doubtful accounts of $2 and $0 as of May 31, 2014 and August 31, 2013, respectively
4,507

 
3,130

Merchandise inventories
230,693

 
217,413

Deferred tax assets – current
6,075

 
6,290

Prepaid expenses and other current assets (includes $378 and $0 as of May 31, 2014 and August 31, 2013, respectively, for the fair value of derivative instruments)
23,756

 
20,890

Total current assets
391,146

 
375,581

Long-term restricted cash
26,923

 
34,775

Property and equipment, net
396,749

 
338,478

Goodwill
36,176

 
36,364

Deferred tax assets – long term
12,862

 
12,871

Other non-current assets (includes $729 and $1,505 as of May 31, 2014 and August 31, 2013, respectively, for the fair value of derivative instruments)
25,734

 
19,866

Investment in unconsolidated affiliates
8,861

 
8,104

Total Assets
$
898,451

 
$
826,039

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
197,671

 
$
199,425

Accrued salaries and benefits
18,041

 
17,862

Deferred membership income
17,770

 
16,528

Income taxes payable
6,867

 
8,059

Other accrued expenses
18,696

 
20,136

Dividends payable
10,593

 

Long-term debt, current portion
15,742

 
12,757

Deferred tax liability – current
189

 
111

Total current liabilities
285,569

 
274,878

Deferred tax liability – long-term
2,716

 
2,622

Long-term portion of deferred rent
5,116

 
4,440

Long-term income taxes payable, net of current portion
2,001

 
2,184

Long-term debt, net of current portion
78,353

 
60,263

Other long-term liabilities (includes $104 and $14 for the fair value of derivative instruments and $664 and $589 for the defined benefit plan as of May 31, 2014 and August 31, 2013, respectively)
768

 
603

Total liabilities
374,523

 
344,990

Equity:
 
 
 
Common stock, $0.0001 par value, 45,000,000 shares authorized; 30,948,290 and 30,924,392 shares issued and 30,209,596 and 30,234,506 shares outstanding (net of treasury shares) as of May 31, 2014 and August 31, 2013, respectively
3

 
3

Preferred stock $0.0001 par value; 2,000,000 shares authorized; no shares issued and outstanding as of May 31, 2014 and August 31, 2013

 

Additional paid-in capital
395,569

 
390,581

Tax benefit from stock-based compensation
9,489

 
8,016

Accumulated other comprehensive loss
(50,323
)
 
(41,475
)
Retained earnings
193,738

 
143,871

Less: treasury stock at cost; 738,694 and 689,886 shares as of May 31, 2014 and August 31, 2013, respectively
(24,548
)
 
(19,947
)
Total equity
523,928

 
481,049

Total Liabilities and Equity
$
898,451

 
$
826,039






PRICESMART, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED-AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)


 
Three Months Ended May 31,
 
Nine Months Ended May 31,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Net warehouse club sales
$
597,885

 
$
555,815

 
$
1,844,746

 
$
1,671,269

Export sales
6,577

 
6,224

 
19,062

 
15,620

Membership income
9,552

 
8,774

 
28,301

 
24,773

Other income
1,023

 
909

 
2,903

 
2,756

Total revenues
615,037

 
571,722

 
1,895,012

 
1,714,418

Operating expenses:
 
 
 
 
 
 
 
Cost of goods sold:
 
 
 
 
 
 
 
Net warehouse club
509,684

 
475,727

 
1,575,623

 
1,425,396

Export
6,246

 
5,907

 
18,110

 
14,728

Selling, general and administrative:
 
 
 
 
 
 
 
Warehouse club operations
53,617

 
49,421

 
158,592

 
143,476

General and administrative
12,604

 
11,404

 
37,065

 
34,450

Pre-opening expenses
1,125

 
525

 
1,939

 
1,409

Loss/(gain) on disposal of assets
558

 
249

 
746

 
353

Total operating expenses
583,834

 
543,233

 
1,792,075

 
1,619,812

Operating income
31,203

 
28,489

 
102,937

 
94,606

Other income (expense):
 
 
 
 
 
 
 
Interest income
202

 
338

 
576

 
1,078

Interest expense
(1,043
)
 
(427
)
 
(2,967
)
 
(2,951
)
Other income (expense), net
489

 
(785
)
 
1,512

 
(1,051
)
Total other expense
(352
)
 
(874
)
 
(879
)
 
(2,924
)
Income before provision for income taxes and income (loss) of unconsolidated affiliates
30,851

 
27,615

 
102,058

 
91,682

Provision for income taxes
(9,534
)
 
(9,082
)
 
(31,035
)
 
(28,254
)
Income (loss) of unconsolidated affiliates
3

 
6

 
7

 
(2
)
Net income
$
21,320

 
$
18,539

 
$
71,030

 
$
63,426

Net income per share available for distribution:
 
 
 
 
 
 
 
Basic net income per share
$
0.70

 
$
0.61

 
$
2.35

 
$
2.09

Diluted net income per share
$
0.70

 
$
0.61

 
$
2.34

 
$
2.09

Shares used in per share computations:
 
 
 
 
 
 
 
Basic
29,784

 
29,683

 
29,733

 
29,634

Diluted
29,792

 
29,692

 
29,743

 
29,644

Dividends per share
$

 
$

 
$
0.70

 
$
0.60