PSMT-10Q Master Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended November 30, 2012
 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   ý
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 ý
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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý
Accelerated filer   ¨ 
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   ý
 The registrant had 30,216,819 shares of its common stock, par value $0.0001 per share, outstanding at December 31, 2012.



PRICESMART, INC.
 
INDEX TO FORM 10-Q

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


i


 PART I—FINANCIAL INFORMATION


ITEM 1.
FINANCIAL STATEMENTS

PriceSmart, Inc.’s (“PriceSmart” or the “Company”) unaudited consolidated balance sheet as of November 30, 2012 and the consolidated balance sheet as of August 31, 2012, the unaudited consolidated statements of income for the three months ended November 30, 2012 and 2011, the unaudited consolidated statement of comprehensive income for the three months ended November 30, 2012 and 2011, the unaudited consolidated statements of equity for the three months ended November 30, 2012 and 2011, and the unaudited consolidated statements of cash flows for the three months ended November 30, 2012 and 2011, are included herein. Also included herein are the notes to the unaudited consolidated financial statements.

1


PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
 
November 30,
2012
 
August 31,
2012
 
(Unaudited)
 
 
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
84,350

 
$
91,248

Short-term restricted cash
1,220

 
1,241

Receivables, net of allowance for doubtful accounts of $1 as of  November 30 and August 31, 2012, respectively
6,085

 
5,786

Merchandise inventories
239,978

 
201,043

Deferred tax assets – current
5,941

 
5,619

Prepaid expenses and other current assets
34,628

 
29,955

Total current assets
372,202

 
334,892

Long-term restricted cash
36,520

 
36,505

Property and equipment, net
307,346

 
299,567

Goodwill
36,821

 
36,886

Deferred tax assets – long term
13,515

 
14,835

Other non-current assets
5,395

 
5,468

Investment in unconsolidated affiliates
8,105

 
7,559

Total Assets
$
779,904

 
$
735,712

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
200,829

 
$
173,197

Accrued salaries and benefits
12,641

 
14,729

Deferred membership income
15,002

 
13,747

Income taxes payable
6,690

 
8,193

Other accrued expenses
13,834

 
17,516

Dividends payable
18,129

 
—

Long-term debt, current portion
7,798

 
7,237

Deferred tax liability – current
173

 
122

Total current liabilities
275,096

 
234,741

Deferred tax liability – long-term
2,351

 
2,191

Long-term portion of deferred rent
4,368

 
4,336

Long-term income taxes payable, net of current portion
2,108

 
2,512

Long-term debt, net of current portion
73,165

 
71,422

Other long-term liabilities (includes $1.4 million and $1.2 million for the fair value of derivative instruments and $419 and $396 for the defined benefit plans as of November 30 and August 31, 2012, respectively)
1,803

 
1,596

Total liabilities
358,891

 
316,798

Equity:
 
 
 
Common stock, $0.0001 par value, 45,000,000 shares authorized; 30,861,245 and 30,855,651 shares issued and 30,215,819 and 30,210,255 shares outstanding (net of treasury shares) as of November 30 and August 31, 2012, respectively.
3

 
3

Additional paid-in capital
385,977

 
384,154

Tax benefit from stock-based compensation
6,680

 
6,680

Accumulated other comprehensive loss
(34,782
)
 
(33,182
)
Retained earnings
79,615

 
77,739

Less: treasury stock at cost; 645,426 as of November 30 and August 31, 2012, respectively.
(16,480
)
 
(16,480
)
Total equity
421,013

 
418,914

Total Liabilities and Equity
$
779,904

 
$
735,712

See accompanying notes.  

2


PRICESMART, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
Three Months Ended November 30,
 
2012
 
2011
Revenues:
 
 
 
Net warehouse club sales
$
523,599

 
$
468,192

Export sales
3,073

 
2,249

Membership income
7,673

 
6,331

Other income
941

 
679

Total revenues
535,286

 
477,451

Operating expenses:
 
 
 
Cost of goods sold:
 
 
 
Net warehouse club
444,944

 
399,865

Export
2,835

 
2,161

Selling, general and administrative:
 
 
 
Warehouse club operations
45,842

 
41,891

General and administrative
11,158

 
9,111

Pre-opening expenses
737

 
162

Total operating expenses
505,516

 
453,190

Operating income
29,770

 
24,261

Other income (expense):
 
 
 
Interest income
294

 
184

Interest expense
(1,218
)
 
(1,254
)
Other income (expense), net
(58
)
 
(1,269
)
Total other expense
(982
)
 
(2,339
)
Income from continuing operations before provision for income taxes and income (loss) of unconsolidated affiliates
28,788

 
21,922

Provision for income taxes
(8,779
)
 
(7,933
)
Income (loss) of unconsolidated affiliates
(4
)
 
7

Income from continuing operations
20,005

 
13,996

Income (loss) from discontinued operations, net of tax
—

 
(7
)
Net income
20,005

 
13,989

Net income per share available for distribution:
 
 
 
Basic net income per share from continuing operations
$
0.66

 
$
0.47

Basic net income (loss) per share from discontinued operations, net of tax
$
—

 
$
—

Basic net income per share
$
0.66

 
$
0.47

Diluted net income per share from continuing operations
$
0.66

 
$
0.47

Diluted net income (loss) per share from discontinued operations, net of tax
$
—

 
$
—

Diluted net income per share
$
0.66

 
$
0.47

Shares used in per share computations:
 
 
 
Basic
29,592

 
29,503

Diluted
29,604

 
29,517

Dividends per share
$
0.60

 
$
—

See accompanying notes.

3


PRICESMART, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED—AMOUNTS IN THOUSANDS)

 
Three Months Ended November 30,
 
2012
 
2011
Net income
$
20,005

 
$
13,989

Other Comprehensive Income, net of tax:
 
 
 
     Foreign currency translation adjustments
$
(1,396
)
 
$
(217
)
     Defined benefit pension plans:
 
 
 
          Net gain (loss) arising during period
1

 
9

     Total defined pension plans
1

 
9

     Unrealized gains (losses) on change in fair value of interest rate swaps(1)
(205
)
 
662

     Foreign currency translation differences for merger of foreign operations(2)(3)
—

 
(5,604
)
     Correction of foreign currency translations for prior years related to foreign operations affecting property and equipment (2) (3)
—

 
(3,284
)
Other comprehensive income (loss)
(1,600
)
 
(8,434
)
Comprehensive income
$
18,405

 
$
5,555


(1) See Note 9 - Derivative Instruments and Hedging Activities
(2) See Note 1 - Company Overview and Basis of Presentation
(3) 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 unremitted earnings of the Company's foreign subsidiaries.



4




PRICESMART, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED—AMOUNTS IN THOUSANDS)  

 
Common Stock
 
Additional Paid-in Capital
 
Tax Benefit
From
Stock based Compen-sation
 
Accumu-lated
Other
Compre-hensive
Income(Loss)
 
Retained
Earnings
(Accumulated Deficit)
 
Treasury Stock
 
Total
 
Shares
 
Amount
 
 
 
 
 
Shares
 
Amount
 
Equity
Balance at August 31, 2011
30,696

 
$
3

 
$
383,549

 
$
5,242

 
$
(22,915
)
 
$
28,238

 
796

 
$
(18,279
)
 
$
375,838

Purchase of treasury stock
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3

 
3

Stock-based compensation
—

 
—

 
966

 
—

 
—

 
—

 
—

 
—

 
966

Net income
—

 
—

 
—

 
—

 
—

 
13,989

 
—

 
—

 
13,989

Other comprehensive income (loss)
—

 
—

 
—

 
—

 
(8,434
)
 
—

 
—

 
—

 
(8,434
)
Balance at November 30, 2011
30,696

 
$
3

 
$
384,515

 
$
5,242

 
$
(31,349
)
 
$
42,227

 
796

 
$
(18,276
)
 
$
382,362

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at August 31, 2012
30,856

 
$
3

 
$
384,154

 
$
6,680

 
$
(33,182
)
 
$
77,739

 
645

 
$
(16,480
)
 
$
418,914

Issuance of restricted stock award
6

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Forfeiture of restricted stock awards
(1
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Stock-based compensation
—

 
—

 
1,823

 
—

 
—

 
—

 
—

 
—

 
1,823

Dividend payable to stockholders
—

 
—

 
—

 
—

 
—

 
(18,129
)
 
—

 
—

 
(18,129
)
Net income
—

 
—

 
—

 
—

 
—

 
20,005

 
—

 
—

 
20,005

Other comprehensive income (loss)
—

 
—

 
—

 
—

 
(1,600
)
 
—

 
—

 
—

 
(1,600
)
Balance at November 30, 2012
30,861

 
$
3

 
$
385,977

 
$
6,680

 
$
(34,782
)
 
$
79,615

 
645

 
$
(16,480
)
 
$
421,013

 
See accompanying notes.

5


PRICESMART, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED—AMOUNTS IN THOUSANDS)
 
Three Months Ended November 30,
 
2012
 
2011
Operating Activities:
 
 
 
Net income
$
20,005

 
$
13,989

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
Depreciation and amortization
5,684

 
5,811

Allowance for doubtful accounts
—

 
(1
)
(Gain) loss on sale of property and equipment
55

 
86

Deferred income taxes
1,209

 
679

Discontinued operations
—

 
7

Equity in gains/(losses) of unconsolidated affiliates
4

 
(7
)
Stock-based compensation
1,823

 
966

Change in operating assets and liabilities:
 
 
 
Change in receivables, prepaid expenses and other current assets, accrued salaries and benefits, deferred membership income and other accruals
(9,558
)
 
(8,343
)
Merchandise inventories
(38,935
)
 
(42,362
)
Accounts payable
27,631

 
16,421

Net cash provided by (used in) continuing operating activities
7,918

 
(12,754
)
Net cash provided by (used in) discontinued operating activities
—

 
377

Net cash provided by (used in) operating activities
7,918

 
(12,377
)
Investing Activities:
 
 
 
Additions to property and equipment
(14,663
)
 
(8,280
)
Proceeds from disposal of property and equipment
45

 
14

Capital contribution to Costa Rica joint venture
(300
)
 
—

Capital contribution to Panama joint venture
(250
)
 
—

Net cash flows provided by (used in) investing activities
(15,168
)
 
(8,266
)
Financing Activities:
 
 
 
Proceeds from bank borrowings
3,979

 
45,823

Repayment of bank borrowings
(1,921
)
 
(38,192
)
Release of (addition to) restricted cash
—

 
(6,000
)
Purchase of treasury stock
—

 
3

Net cash provided by (used in) financing activities
2,058

 
1,634

Effect of exchange rate changes on cash and cash equivalents
(1,706
)
 
468

Net increase (decrease) in cash and cash equivalents
(6,898
)
 
(18,541
)
Cash and cash equivalents at beginning of period
91,248

 
76,817

Cash and cash equivalents at end of period
$
84,350

 
$
58,276

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest, net of amounts capitalized
$
1,295

 
$
1,266

Income taxes
$
9,366

 
$
8,937

Supplemental non-cash item:
 
 
 
Cancellation of joint ventures Prico Enterprise loan
$
—

 
$
(473
)
Dividends declared but not paid
$
18,129

 
$
—


6


PRICESMART, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
November 30, 2012
 
NOTE 1 – COMPANY OVERVIEW AND BASIS OF PRESENTATION
 
PriceSmart, Inc.’s (“PriceSmart” or the “Company”) business consists primarily of international membership shopping warehouse clubs similar to, but smaller in size than, warehouse clubs in the United States.  As of November 30, 2012, the Company had 30 consolidated warehouse clubs in operation in 12 countries and one U.S. territory (five in Costa Rica, four each in Panama and Trinidad, three each in Guatemala and in the Dominican Republic, two each in  Colombia, El Salvador and Honduras and one each in Aruba, Barbados, Jamaica, Nicaragua and the United States Virgin Islands), of which the Company owns 100% of the corresponding legal entities (see Note 2 - Summary of Significant Accounting Policies). The Company acquired land in south Cali, Colombia on December 14, 2011, upon which it opened a new warehouse club on October 19, 2012.  Additionally, on January 9, 2012 the Company entered into an agreement to acquire property located in La Union, Cartago, Costa Rica, upon which the Company anticipates constructing its sixth membership warehouse club in Costa Rica. The Company currently anticipates opening this club in the fall of calendar year 2013.  Finally, on March 15, 2012 the Company acquired land in north Cali, Colombia upon which it anticipates opening a new warehouse club in the spring of calendar year 2013. The Company continues to explore other potential sites for future warehouse clubs in other major cities in Colombia.  The initial warehouse club sales and membership sign-ups experienced with the opening of the Barranquilla and south Cali warehouse clubs has reinforced the Company’s belief that Colombia could be a market for multiple PriceSmart warehouse clubs.

Basis of Presentation - The interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC").  These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2012 (the “2012 Form 10-K”).  The interim consolidated financial statements include the accounts of PriceSmart, Inc., a Delaware corporation, and its subsidiaries.  Inter-company transactions between the Company and its subsidiaries have been eliminated in consolidation.

In accordance with the Financial Accounting Standards Board’s (“FASB”) revised guidance establishing general accounting standards and disclosure of subsequent events, the Company has evaluated subsequent events through the date and time these financial statements were issued. 

Reclassifications to consolidated balance sheet recorded during fiscal year 2013 for fiscal year 2012 - Certain reclassifications to the consolidated balance sheet have been made to prior fiscal year amounts to conform to the presentation in the current fiscal year. These reclassifications did not impact consolidated total assets, total current liabilities or total liabilities.

     

7

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


Reclassifications to consolidated statement of income recorded during fiscal year 2013 for fiscal year 2012 - The Company receives cash consideration from its vendors for product demonstrations. Prior to fiscal year 2013, the Company recorded this consideration as Other income. However, cash or equity consideration received from a vendor is presumed to be a reduction of cost of sales when it is recognized in the income statement. Additionally, reimbursements of costs incurred by the customer to sell the vendor's products are treated as a reduction of the related cost when recognized in the income statement. Therefore, the Company has accordingly recorded such consideration as a reduction to cost of sales and a reduction to related costs incurred to sell the vendor's products starting in fiscal year 2013. The Company has made reclassifications to the consolidated statement of income for fiscal year 2012 to conform to the presentation in fiscal year 2013. These reclassifications did not impact consolidated operating income or net income. The following table summarizes the impact of these reclassifications (in thousands):

 
Three Months Ended
 
 
 
November 30, 2011
 
February 29, 2012
 
May 31, 2012
 
August 31, 2012
 
Total Fiscal Year 2012
Revenues:
 
 
 
 
 
 
 
 
 
Net warehouse club sales-as previously reported
$
468,329

 
$
537,816

 
$
494,898

 
$
499,003

 
$
2,000,046

Reclassifications
(137
)
 
(197
)
 
(151
)
 
(197
)
 
(682
)
Net warehouse club sales-as currently reported
$
468,192

 
$
537,619

 
$
494,747

 
$
498,806

 
$
1,999,364

 
 
 
 
 
 
 
 
 
 
Other income-as previously reported
$
1,776

 
$
2,165

 
$
2,163

 
$
2,318

 
$
8,422

Reclassifications
(1,097
)
 
(1,230
)
 
(1,294
)
 
(1,279
)
 
(4,900
)
Other income-as currently reported
$
679

 
$
935

 
$
869

 
$
1,039

 
$
3,522

 
 
 
 
 
 
 
 
 
 
Cost of goods sold:
 
 
 
 
 
 
 
 
 
Net warehouse club-as previously reported
$
400,481

 
$
459,313

 
$
421,512

 
$
422,825

 
$
1,704,131

Reclassifications
(616
)
 
(805
)
 
(788
)
 
(590
)
 
(2,799
)
Net warehouse club-as currently reported
$
399,865

 
$
458,508

 
$
420,724

 
$
422,235

 
$
1,701,332

 
 
 
 
 
 
 
 
 
 
Selling, general and administrative:
 
 
 
 
 
 
 
 
 
Warehouse club operations-as previously reported
$
42,509

 
$
46,384

 
$
46,197

 
$
47,311

 
$
182,401

Reclassifications
(618
)
 
(622
)
 
(657
)
 
(886
)
 
(2,783
)
Warehouse club operations-as currently reported
$
41,891

 
$
45,762

 
$
45,540

 
$
46,425

 
$
179,618

 
 
 
 
 
 
 
 
 
 
Net effect on Operating income
$
—

 
$
—

 
$
—

 
$
—

 
$
—



8

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


 Reclassifications and prior period adjustments recorded during fiscal year 2012- During fiscal year 2007 and during the first quarter of fiscal year 2012, the Company merged in each period a wholly owned subsidiary formed to purchase, develop and serve as a holding company for the land and buildings used by certain operating warehouse clubs (each, a “Landco”) with one of the wholly owned subsidiaries formed to operate these warehouse clubs (each, an “Opco”).  Each of the Landco entities involved in these mergers had a functional and reporting currency in U.S. dollars, and each of the related Opco entities that they were merged into had a foreign currency as a functional currency and U.S. dollars as a reporting currency.  In each of these mergers, the Opco was the surviving entity, with the assets, liabilities and equity accounts of the Landco being transferred to the Opco and the Landco subsidiary ceasing to exist.  Since the Landco entity ceased to exist, and all relevant economic activities previously performed by the Landco no longer exist, a significant change in economic facts and circumstances has been determined to have taken place, indicating that the functional currency has changed as the assets were transferred to the Opco. Upon this transfer, the Company is required to remeasure the non-monetary balance sheet items at historical exchange rates in order to produce the same result in terms of the functional currency that would have occurred if those items had been initially recorded in the foreign functional currency.  As a result of the 2012 merger, and the resulting translation adjustments, the Company recorded in the first quarter of fiscal year 2012 a charge to comprehensive income for approximately $5.6 million relating to the fiscal year 2012 merger, with a corresponding reduction to Property and equipment, net for the same amount.
 
During the first quarter of fiscal year 2012, the Company identified errors in the consolidated financial statements for the fiscal year ended August 31, 2011 and for fiscal years previous to 2009.  The errors relate to incorrect (i) accounting for the 2007 merger described above which impacted the translation of Property and equipment, net from foreign currencies to U.S. dollars and the related offset to Accumulated other comprehensive loss; and (ii) the translation of Property and equipment, net from foreign currencies to U.S. dollars and the related offset to Accumulated other comprehensive loss.  The correction of these errors would have decreased comprehensive income by $6.4 million in fiscal year 2007 and increased comprehensive income by $3.1 million in fiscal year 2011.  The total of these corrections, which was recorded in the first quarter of fiscal 2012 as a charge to comprehensive income was approximately $3.3 million. The Company decreased Property and equipment, net and increased Accumulated other comprehensive loss by the same amount.
 
The Company analyzed the impact of these items and concluded that neither error would be material to any individual period, taking into account the requirements of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements in the Current Year Financial Statements (“SAB 108”).  In accordance with the relevant guidance, management evaluated the materiality of errors from a quantitative and qualitative perspective.  Based on such evaluation, the Company concluded that correcting the cumulative errors, which decreased comprehensive income by approximately $3.3 million for the three month period ended November 30, 2011, was immaterial to the expected full year results for fiscal 2012 and financial position as presented on the consolidated balance sheet.  Correcting the error would not have had a material impact on any individual prior period presented in the 2011 Form 10-K nor would it have affected the trend of financial results.  As provided by SAB 108, the error correction did not require the restatement of the consolidated financial statements for prior periods.

As a result of recording (i) the fiscal year 2012 merger and the resulting translation adjustment, (ii) the correction of the accounting for the 2007 merger, and (iii) the correction of an error in translation of Property and equipment, net from foreign currencies to U.S. dollars, the Company recorded an increase to Accumulated other comprehensive loss for $8.9 million within the first quarter of fiscal year 2012.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The interim consolidated financial statements of the Company included herein include the assets, liabilities and results of operations of the Company’s wholly owned subsidiaries.  All significant inter-company accounts and transactions have been eliminated in consolidation. The interim consolidated financial statements have been prepared by the Company without audit, pursuant to the rules and regulations of the SEC, and reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to fairly present the financial position, results of operations, and cash flows for the interim periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The results for interim periods are not necessarily indicative of the results for the full year.
 

9

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.  
 
Variable Interest Entities –  The Company reviews and determines at the start of each arrangement, or subsequently if a reconsideration event occurs, whether any of its investments in joint ventures are a Variable Interest Entity (“VIE”) and whether it must consolidate a VIE and/or disclose information about its involvement in a VIE. The Company has determined that the joint ventures for GolfPark Plaza and Price Plaza Alajuela are VIEs.  The Company has determined that it is not the primary beneficiary of the VIEs and, therefore, has accounted for these entities under the equity method.  

Restricted Cash –   The changes in restricted cash are disclosed within the consolidated statement of cash flows based on the nature of the restriction. The following table summarizes the restricted cash reported by the Company (in thousands):

 
November 30, 2012
 
August 31, 2012
Short-term restricted cash:
 
 
 
Restricted cash for Honduras loan
$
1,200

 
$
1,200

Other short-term restricted cash (1)
20

 
41

Total short-term restricted cash
1,220

 
1,241

 
 
 
 
Long-term restricted cash:
 
 
 
Restricted cash for Honduras loan
3,720

 
3,720

Restricted Cash - Colombia Bank Loans
32,000

 
32,000

Other long-term restricted cash (1)
800

 
785

Total long-term restricted cash
36,520

 
36,505

 
 
 
 
Total restricted cash
$
37,740

 
$
37,746


 (1)  The other restricted cash consist mainly of cash deposits held within banking institutions in compliance with federal regulatory requirements in Costa Rica and Panama.

Merchandise Inventories –  Merchandise inventories, which include merchandise for resale, are valued at the lower of cost (average cost) or market. The Company provides for estimated inventory losses and obsolescence between physical inventory counts on the basis of a percentage of sales. The provision is adjusted periodically to reflect the trend of actual physical inventory count results, with physical inventories occurring primarily in the second and fourth fiscal quarters. In addition, the Company may be required to take markdowns below the carrying cost of certain inventory to expedite the sale of such merchandise.

Fair Value Measurements – The Company measures the fair value for all financial and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring or nonrecurring basis.  The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor.

The Company has established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring and revaluing fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company was not required to revalue any assets or liabilities utilizing Level 1 or Level 3 inputs at the balance sheet dates.  The Company's Level 2 assets and liabilities revalued at the balance sheet dates, on a recurring basis, primarily included cash flow hedges (interest rate swaps and cross-currency interest rate swaps) and forward foreign exchange contracts.  In addition, the Company utilizes Level 2 inputs in determining the fair value of long-term debt.  The Company has elected not to revalue long-term debt because this debt

10

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


will be settled at the recorded costs and not at the fair market value.  The Company did not make any significant transfers in and out of Level 1 and Level 2 fair value tiers during the periods reported on herein.
 
Nonfinancial assets and liabilities are recognized at fair value subsequent to initial recognition when there is evidence of impairment.   For the periods reported, no impairment of such nonfinancial assets was recorded.

The disclosure of fair value of certain financial assets and liabilities recorded at cost is as follows:
 
Cash and cash equivalents: The carrying value approximates fair value due to the short maturity of these instruments.

Short-term restricted cash: The carrying value approximates fair value due to the short maturity of these instruments.

Long-term restricted cash: Long-term restricted cash primarily consists of auto renewable 3-12 month certificates of deposit, which are held as collateral on our long-term debt. The carrying value approximates fair value due to the short maturity of the underlying certificates of deposit.

Accounts receivable:  The carrying value approximates fair value due to the short maturity of these accounts.
 
Short-term debt: The carrying value approximates fair value due to the short maturity of these instruments.
 
Long-term debt: The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments.  These inputs are not quoted prices in active markets but they are either directly or indirectly observable; therefore, they are classified as Level 2 inputs. The carrying value and fair value of the Company’s debt as of November 30, 2012 and August 31, 2012 is as follows (in thousands):
 
 
November 30, 2012
 
August 31, 2012
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Long-term debt, including current portion
$
80,963

 
$
82,227

 
$
78,659

 
$
80,830



Derivatives-   The Company uses derivative financial instruments for hedging and non-trading purposes to manage its exposure to changes in interest and currency exchange rates.  In using derivative financial instruments for the purpose of hedging the Company’s exposure to interest and currency exchange rate risks, the contractual terms of a hedged instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. Contracts that are effective at meeting the risk reduction and correlation criteria (effective hedge) are recorded using hedge accounting.   If a derivative financial instrument is an effective hedge, changes in the fair value of the instrument will be offset in accumulated other comprehensive income (loss) until the hedged item completes its contractual term.  If any portion of the hedge is deemed ineffective, the change in fair value of the hedged assets or liabilities will be immediately recognized in earnings during the period.   Instruments that do not meet the criteria for hedge accounting, or contracts for which the Company has not elected hedge accounting, are valued at fair value with unrealized gains or losses reported in earnings during the period of the change.  Valuation techniques utilized in the fair value measurement of assets and liabilities presented on the Company’s consolidated balance sheets were not changed from previous practice during the reporting period. 

Cash Flow Instruments. The Company is a party to receive floating-rate, pay fixed-rate interest rate swaps to hedge the interest rate risk of certain U.S. denominated debt within its international subsidiaries whose functional currency is other than the U.S dollar. The swaps are designated as cash flow hedges of interest expense risk.  These instruments are considered effective hedges and are recorded using hedge accounting.   The Company is also a party to receive fixed-rate, pay fixed-rate cross-currency interest rate swaps to hedge the currency exposure associated with the expected payments of principal and interest of U.S. denominated debt within its international subsidiaries whose functional currency is other than the U.S dollar. The swaps are designated as cash flow hedges of the currency risk related to payments on the U.S. denominated debt.  These instruments are also considered to be effective hedges and are recorded using hedge accounting.  Under cash flow hedging, the effective portion of the fair value of the derivative, calculated as the net present value of the future cash flows, is deferred on the consolidated balance sheets in accumulated other comprehensive loss. If any portion of an interest rate swap is determined to be an ineffective hedge, the gains or losses from changes in fair value would be recorded directly in the consolidated statements of income. Amounts

11

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


recorded in accumulated other comprehensive loss are released to earnings in the same period that the hedged transaction impacts consolidated earnings. See Note 9 - Derivative Instruments and Hedging Activities for information on the fair value of interest rate swaps and cross-currency interest rate swaps as of November 30, 2012 and August 31, 2012.

Fair Value Instruments. The Company is exposed to foreign-currency exchange-rate fluctuations in the normal course of business. The Company is also exposed to foreign-currency exchange-rate fluctuations on U.S. dollar denominated liabilities within its international subsidiaries whose functional currency is other than the U.S. dollar.  The Company manages these fluctuations, in part, through the use of non-deliverable forward foreign-exchange contracts that are intended to offset changes in cash flow attributable to currency exchange movements.  The contracts are intended primarily to economically address exposure to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. Currently, these contracts are treated for accounting purposes as fair value instruments and do not qualify for derivative hedge accounting. The Company seeks to mitigate foreign-currency exchange-rate risk with the use of these contracts and does not intend to engage in speculative transactions. These contracts do not contain any credit-risk-related contingent features.
 
The Company seeks to manage counterparty risk associated with these contracts by limiting transactions to counterparties with which the Company has an established banking relationship. There can be no assurance, however, that this practice effectively mitigates counterparty risk. The contracts are limited to less than one year in duration. See Note 9 - Derivative Instruments and Hedging Activities for information on the fair value of open, unsettled forward foreign-exchange contracts as of November 30, 2012 and August 31, 2012.

The following table summarizes financial assets and liabilities measured and recorded at fair value on a recurring basis in the Company’s consolidated balance sheet as of November 30, 2012 and August 31, 2012 (in thousands) for derivatives that qualify for hedge accounting: 
 
Assets and Liabilities as of November 30, 2012
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
Other long-term liabilities – (Interest rate swaps)
 
$
—

 
$
(135
)
 
$
—

 
$
(135
)
Other long-term liabilities – (Cross-currency interest rate swaps)
 
—

 
(1,249
)
 
—

 
(1,249
)
Total 
 
$
—

 
$
(1,384
)
 
$
—

 
$
(1,384
)

Assets and Liabilities as of August 31, 2012
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
Other long-term liabilities – (Interest rate swaps)
 
$
—

 
$
(216
)
 
$
—

 
$
(216
)
Other long-term liabilities – (Cross-currency interest rate swaps)
 
—

 
(983
)
 
—

 
(983
)
Total 
 
$
—

 
$
(1,199
)
 
$
—

 
$
(1,199
)



12

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


The following table summarizes financial assets and liabilities measured and recorded at fair value on a recurring basis in the Company’s consolidated balance sheet as of November 30, 2012 and August 31, 2012 (in thousands) for derivatives that do not qualify for hedge accounting: 
Assets and Liabilities as of November 30, 2012
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
Prepaid expenses and other current assets (Foreign currency forward contracts)
 
$
—

 
$
2

 
$
—

 
$
2

Other accrued expenses (Foreign currency forward contracts)
 
—

 
(21
)
 
—

 
(21
)
Net fair value of derivatives designated as hedging instruments that do not qualify for hedge accounting
 
$
—

 
$
(19
)
 
$
—

 
$
(19
)

 
Assets and Liabilities as of August 31, 2012
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
Prepaid expenses and other current assets (Foreign currency forward contracts)
 
$
—

 
$
27

 
$
—

 
$
27

Other accrued expenses (Foreign currency forward contracts)
 
—

 
(3
)
 
—

 
(3
)
Net fair value of derivatives designated as hedging instruments that do not qualify for hedge accounting
 
$
—

 
$
24

 
$
—

 
$
24


As of November 30, 2012 and August 31, 2012, the Company had no significant measurements of financial assets or liabilities at fair value on a nonrecurring basis.

Goodwill – The table below presents goodwill resulting from certain business combinations as of November 30, 2012 and August 31, 2012 (in thousands).  The change in goodwill is a result of foreign exchange translation losses.

 
November 30, 2012
 
August 31, 2012
 
Change
Goodwill
$
36,821

 
$
36,886

 
$
(65
)

The Company reviews previously reported goodwill at the entity level for impairment if there has been a significant change in the reporting unit’s assets and liabilities since the most recent evaluation, if the reporting unit’s most recent fair value determination resulted in an amount that exceeded its carrying amount by a substantial margin or if the likelihood that a current fair value determination would be more likely than not to show that the current fair value of the unit is less than the carrying amount of the reporting unit.

Revenue Recognition – The Company recognizes merchandise sales revenue when title passes to the customer. Membership income represents annual membership fees paid by the Company’s warehouse club members, which are recognized ratably over the 12-month term of the membership.  Membership refunds are prorated over the remaining term of the membership; accordingly, no refund reserve is required to be established for the periods presented.  The Company recognizes and presents revenue-producing transactions on a net of tax basis.  

13

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 



The Company began offering Platinum memberships, in Costa Rica, during fiscal year 2013, that provide members with a 2% rebate, up to a maximum of $500.00, on most items. Platinum members can apply this rebate to future purchases at the warehouse club at the end of the annual membership period.  The Company records this 2% rebate as a reduction of revenue, at the time of the rebate generated by the sales transaction. Accordingly, the Company has reduced warehouse sales and has accrued a liability within other accrued expenses. The rebate expires within six months of the membership renewal date. However, the Company has determined that in the absence of relevant historical experience, the Company is not able to make a reasonable estimate of rebate redemptions and accordingly has assumed a 100% redemption rate. The Company will periodically review expired unused rebates outstanding, and the expired unused rebates will be recognized as “Revenues: Other Income” on the consolidated statements of income.
The Company recognizes gift certificates sales revenue when the certificates are redeemed. The outstanding gift certificates are reflected as "Other accrued expenses" in the consolidated balance sheets. These gift certificates generally have a one-year stated expiration date from the date of issuance. However, the absence of a large volume of transactions for gift certificates impairs the Company's ability to make a reasonable estimate of the redemption levels for gift certificates; therefore, the Company assumes a 100% redemption rate. The Company periodically reviews unredeemed outstanding gift certificates, and the gift certificates that have expired are recognized as “Revenues: Other Income” on the consolidated statements of income.
Operating leases, where the Company is the lessor, with lease payments that have fixed and determinable rent increases are recognized as revenue on a straight-line basis over the lease term. The Company also accounts in its straight-line computation for the effect of any "rental holidays." Contingent rental revenue is recognized as the contingent rent becomes due per the individual lease agreements.

Cost of Goods Sold – The Company includes the cost of merchandise, food service and bakery raw materials, and one hour photo supplies in cost of goods sold. The Company also includes in cost of goods sold the external and internal distribution and handling costs for supplying merchandise, raw materials and supplies to the warehouse clubs. External costs include inbound freight, duties, drayage, fees, insurance, and non-recoverable value-added tax related to inventory shrink, spoilage and damage. Internal costs include payroll and related costs, utilities, consumable supplies, repair and maintenance, rent expense, building and equipment depreciation at its distribution facilities and payroll and other direct costs for in store demonstrations.
  
Vendor consideration consists primarily of volume rebates, time-limited product promotions, slotting fees, demonstration reimbursements and prompt payment discounts. Volume rebates that are not threshold based are incorporated into the unit cost of merchandise reducing the inventory cost and cost of goods sold. Volume rebates that are threshold based are recorded as a reduction to cost of good sold when the Company achieves established purchase levels, that are confirmed by the vendor in writing or upon receipt of funds. On a quarterly basis, the Company calculates the amount of rebates recorded in cost of goods sold that relates to inventory on hand and this amount is reclassified as a reduction to inventory, if significant. Product promotions are generally linked to coupons that provide for reimbursement to the Company from vendor rebates for the product being promoted.  Slotting fees are related to consideration received by the Company from vendors for End Cap placement (“End Cap”) to “obtain space” for the vendor's products within the warehouse club. Demonstration reimbursements are related to consideration received by the Company from vendors for the in store promotion of the vendors products. The Company records the reduction in cost of goods sold on a transactional basis for these programs. Prompt payment discounts are taken in substantially all cases, and therefore, are applied directly to reduce the acquisition cost of the related inventory, with the resulting effect recorded to cost of goods sold when the inventory is sold.
 
Selling, General and Administrative – Selling, general and administrative costs are comprised primarily of expenses associated with warehouse operations. Warehouse operations include the operating costs of the Company's warehouse clubs, including all payroll and related costs, utilities, consumable supplies, repair and maintenance, rent expense, building and equipment depreciation, and bank and credit card processing fees. Also included in selling, general and administrative expenses are the payroll and related costs for the Company's U.S. and regional purchasing and management centers. 

Pre-Opening Costs – The Company expenses pre-opening costs (the costs of start-up activities, including organization costs and rent) as incurred.


14

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


Asset Impairment Costs –  The Company periodically evaluates its long-lived assets for indicators of impairment. Management's judgments are based on market and operational conditions at the time of the evaluation and can include management's best estimate of future business activity. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair value. Future business conditions and/or activity could differ materially from the projections made by management causing the need for additional impairment charges.
 
Contingencies and Litigation –  The Company accounts and reports for loss contingencies if (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can be reasonably estimated.  
 
Foreign Currency – The assets and liabilities of the Company’s foreign operations are translated to U.S. dollars when the functional currency in the Company’s international subsidiaries is the local currency and not U.S. dollars. Assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the exchange rate on the balance sheet date, and revenue, costs and expenses are translated at average rates of exchange in effect during the period. The corresponding translation gains and losses are recorded as a component of accumulated other comprehensive income or loss.  These adjustments will affect net income upon the sale or liquidation of the underlying investment.
 
Monetary assets and liabilities denominated in currencies other than the functional currency of the respective entity, (primarily U.S. Dollars) are revalued to the functional currency using the exchange rate on the balance sheet date. These foreign exchange transaction gains (losses), including repatriation of funds are recorded as Other income (expense) in the Consolidated Statements of Income. The following table summarizes the amounts recorded for the three month periods ending November 30, 2012 and 2011 (in thousands):
 
Three Months Ended November 30,
 
2012
 
2011
Currency gain (loss)
$
(1
)
 
$
(1,183
)

Income Taxes – The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

The Company and its subsidiaries are required to file federal and state income tax returns in the United States and various other tax returns in foreign jurisdictions. The preparation of these tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. The Company, in consultation with its tax advisors, bases its tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal, state and foreign taxing authorities in the jurisdictions in which the Company or one of its subsidiaries file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by the Company (“uncertain tax positions”) and, therefore, require the Company or one of its subsidiaries to pay additional taxes.

The Company accrues an amount for its estimate of probable additional income tax liability.  In certain cases, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority.  An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained. This requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, the Company reassess these probabilities and records any changes in the consolidated financial statements as appropriate.   There were no material changes in the Company's uncertain income tax positions for the periods ended November 30, 2012 and 2011.

     

15

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


The following tables presents a reconciliation of the effective tax rate for the periods presented:
 
Three Months Ended November 30,
 
2012
 
2011
Federal tax provision at statutory rates
35.0
 %
 
35.0
 %
State taxes, net of federal benefit
0.3

 
1.2

Differences in foreign tax rates
(5.0
)
 
(4.2
)
Permanent items and other adjustments
—

 
1.2

Increase (decrease) in foreign valuation allowance
0.2

 
2.9

Provision for income taxes
30.5
 %
 
36.2
 %

For the first three months of fiscal year 2013, the decrease in the effective tax rate versus the prior year was primarily attributable to the following factors: (i) 3.1% results from a decrease in taxable losses of the Company's Colombia affiliate (for which the Company takes a full valuation allowance); (ii) 1.5% results from reversals of income tax liability for uncertain tax positions in the first three months of fiscal year 2013, compared to additional accruals for the same during the first three months of fiscal year 2012; and (iii) 0.9% results from adoption of California single sales factor apportionment.

Recent Accounting Pronouncements


FASB ASC 220

In June 2011, the FASB issued guidance to amend the presentation of comprehensive income to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity.  The amended guidance was effective for annual and interim periods within those years beginning after December 15, 2011 and was to be applied retrospectively. The Company adopted this guidance on September 1, 2012.  Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

FASB ASC 350

In December 2010, the FASB issued amended guidance concerning testing for impairment of goodwill where an entity has one or more reporting units whose carrying value is zero or negative.  The amended guidance requires the entity to perform a test to measure the amount, if any, of impairment to goodwill by comparing the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill.  The Company was required to adopt this amended guidance for fiscal years or interim periods within those years after December 15, 2011.  The Company adopted this guidance on September 1, 2012.  The adoption of the amended guidance did not have an impact on the Company’s consolidated financial statements or disclosures to those financial statements.



16

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment are stated at historical cost. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. The useful life of fixtures and equipment ranges from three to 15 years and that of buildings from ten to 25 years. Leasehold improvements are amortized over the shorter of the life of the improvement or the expected term of the lease. In some locations, leasehold improvements are amortized over a period longer than the initial lease term where management believes it is reasonably assured that the renewal option in the underlying lease will be exercised as an economic penalty may be incurred if the option is not exercised. The sale or purchase of property and equipment is recognized upon legal transfer of property. For property and equipment sales, if any long-term notes are carried by the Company as part of the sales terms, the sale is reflected at the net present value of current and future cash streams.

Property and equipment consist of the following (in thousands):
 
November 30,
 
August 31,
 
2012
 
2012
Land
$
89,848

 
$
89,878

Building and improvements
214,412

 
198,967

Fixtures and equipment
109,474

 
103,250

Construction in progress
13,555

 
22,409

Total property and equipment, historical cost
427,289

 
414,504

Less: accumulated depreciation
(119,943
)
 
(114,937
)
Property and equipment, net
$
307,346

 
$
299,567


During fiscal year 2012, as a result of the merger of wholly owned subsidiaries under the common control of the Company and the correction of currency translation errors, the Company recorded during the first quarter of fiscal year 2012 a decrease in Property and equipment, net of approximately $8.9 million (see Note 1 - Company Overview and Basis of Presentation).

Depreciation and amortization expense (in thousands):
 
Three Months Ended November 30,
 
2012
 
2011
Depreciation and amortization expense
$
5,684

 
$
5,811


Total interest capitalized (in thousands):
 
November 30,
2012
 
August 31,
2012
Total interest capitalized
$
4,663

 
$
4,675


Total interest expense capitalized (in thousands):
 
Three Months Ended November 30,
 
2012
 
2011
Interest expense capitalized
$
172

 
$
18



17

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


NOTE 4 – EARNINGS PER SHARE
 
The Company presents basic and diluted income per share using the two class method.   The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders and that determines basic income per share  for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings that would have been available to common stockholders.   A participating security is defined as a security that may participate in undistributed earnings with common stock.  The Company’s capital structure includes securities that participate with common stock on a one for one basis for distribution of dividends.  These are the restricted stock awards and restricted stock units authorized within the 1998, 2001 and 2002 Equity Participation Plans of the Company.  In addition, the Company determines the diluted income per share by including the basic weighted average of stock options outstanding in the calculation of diluted net income per share.

The following table sets forth the computation of net income per share for the three months ended November 30, 2012 and 2011 (in thousands, except per share amounts):
 
Three Months Ended
 
November 30,
 
2012
 
2011
Net income from continuing operations
$
20,005

 
$
13,996

Less: Earnings and dividends allocated to unvested stockholders
(407
)
 
(204
)
Dividend distribution to common stockholders
(17,755
)
 
—

Basic undistributed net earnings available to common stockholders from continuing operations
$
1,843

 
$
13,792

Add: Net undistributed earnings allocated and reallocated to unvested stockholders (two-class method) and dividend distribution
17,755

 
—

Net earnings available to common stockholders from continuing operations
$
19,598

 
$
13,792

Net earnings (loss) available to common stockholders from discontinued operations
$
—

 
$
(7
)
Basic weighted average shares outstanding
29,592

 
29,503

Add dilutive effect of stock options (two-class method)
12

 
14

Diluted average shares outstanding
29,604

 
29,517

Basic income per share from continuing operations
$
0.66

 
$
0.47

Diluted income per share from continuing operations
$
0.66

 
$
0.47

Basic income (loss) per share from discontinued operations
$
0.00

 
$
0.00

Diluted income (loss) per share from discontinued operations
$
0.00

 
$
0.00

Net Income attributable to PriceSmart:
 
 
 
Income from continuing operations
$
20,005

 
$
13,996

Income (loss) from discontinued operations, net of tax
—

 
(7
)
 
$
20,005

 
$
13,989





18

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


NOTE 5 – STOCKHOLDERS’ EQUITY
 
Dividends

Dividends

The following table summarizes the dividends declared and paid during fiscal years 2013 and 2012.
 
 
 
 
First Payment
 
Second Payment
Declared
 
Amount
 
Record Date
 
Date Paid
 
Date Payable
 
Amount
 
Record Date
 
Date Paid
 
Date Payable
 
Amount
11/27/12
 
$
0.60

 
12/10/12
 
N/A
 
12/21/12
 
$
0.30

 
8/15/13
 
N/A
 
8/30/13
 
$
0.30

1/25/12
 
$
0.60

 
2/15/12
 
2/29/12
 
N/A
 
$
0.30

 
8/15/12
 
8/31/12
 
N/A
 
$
0.30


The Company anticipates the ongoing payment of semi-annual dividends in subsequent periods, although the actual declaration of future dividends, the amount of such dividends, and the establishment of record and payment dates is subject to final determination by the Board of Directors at its discretion after its review of the Company’s financial performance and anticipated capital requirements. 

Comprehensive Income and Accumulated Other Comprehensive Loss
 
The following table discloses the tax effects allocated to each component of other comprehensive income (loss) (in thousands):
 
 
Three Months Ended November 30,
 
 
2012
 
2011
 
 
 
Before-Tax Amount
 
Tax (expense) or benefit
 
Net-of-Tax Amount
 
Before-Tax Amount
 
Tax (expense) or benefit
 
Net-of-Tax Amount
 
Foreign currency translation adjustments (3)
 
$
(1,396
)
 
$
—

 
$
(1,396
)
 
$
(217
)
 
$
—

 
$
(217
)
 
Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gain (loss) arising during period
 
(1
)
 
2

 
1

 
9

 
—

 
9

 
Total defined pension plans
 
(1
)
 
2

 
1

 
9

 
—

 
9

 
Unrealized gains (losses) on change in fair value of interest rate swaps(1)
 
(225
)
 
20

 
(205
)
 
502

 
160

 
662

 
Foreign currency translations differences for merger of foreign operations(2)(3)
 
—

 
—

 
—

 
(5,604
)
 
—

 
(5,604
)
 
Correction of foreign currency translations for prior years related to foreign operations affecting property and equipment (2) (3)
 
—

 
—

 
—

 
(3,284
)
 
—

 
(3,284
)
 
Other comprehensive income (loss)
 
$
(1,622
)
 
$
22

 
$
(1,600
)
 
$
(8,594
)
 
$
160

 
$
(8,434
)
 
 

(1) See Note 9 - Derivative Instruments and Hedging Activities
(2) See Note 1 - Company Overview and Basis of Presentation
(3) 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 unremitted earnings of the Company's foreign subsidiaries.
    

19

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


The following tables disclose the changes in the balances of each component of accumulated other comprehensive loss as reported within the balance sheet (in thousands):
 
Three months ended November 30, 2012
 
Foreign currency translation adjustments
 
Defined benefit pension plans
 
Unrealized gains/(losses) on change in fair value of interest rate swaps(1)
 
Accumulated other compre-hensive loss
Beginning balance, September 1, 2012
$
(31,962
)
 
$
(74
)
 
$
(1,146
)
 
$
(33,182
)
Foreign currency translation adjustments
(1,396
)
 
—

 
—

 
(1,396
)
Defined benefit pension plans
—

 
1

 
—

 
1

Unrealized gains (losses) on change in fair value of interest rate swaps(1)
—

 
—

 
(205
)
 
(205
)
Ending balance, November 30, 2012
$
(33,358
)
 
$
(73
)
 
$
(1,351
)
 
$
(34,782
)

 
Three months ended November 30, 2011
 
Foreign currency translation adjustments
 
Defined benefit pension plans
 
Unrealized gains/(losses) on change in fair value of interest rate swaps(1)
 
Accumulated other compre-hensive loss
Beginning balance, September 1, 2011
$
(21,894
)
 
$
(273
)
 
$
(748
)
 
$
(22,915
)
Foreign currency translation adjustments
(217
)
 
—

 
—

 
(217
)
Defined benefit pension plans
—

 
9

 
—

 
9

Unrealized gains (losses) on change in fair value of interest rate swaps(1)
—

 
—

 
662

 
662

Foreign currency translations differences for merger of foreign operations(2)
(5,604
)
 
—

 
—

 
(5,604
)
Correction of foreign currency translations for prior years related to foreign operations affecting property and equipment (2)
(3,284
)
 
—

 
—

 
(3,284
)
Ending balance, November 30, 2011
$
(30,999
)
 
$
(264
)
 
$
(86
)
 
$
(31,349
)

20

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


 
Twelve Month Period Ended August 31, 2012
 
Foreign currency translation adjustments
 
Defined benefit pension plans
 
Unrealized gains/(losses) on change in fair value of interest rate swaps(1)
 
Accumulated other compre-hensive loss
Beginning balance, September 1, 2011
$
(21,894
)
 
$
(273
)
 
$
(748
)
 
$
(22,915
)
Foreign currency translation adjustments
(1,187
)
 
—

 
—

 
(1,187
)
Defined benefit pension plans
—

 
199

 
—

 
199

Unrealized gains (losses) on change in fair value of interest rate swaps(1)
—

 
—

 
(398
)
 
(398
)
Foreign currency translations differences for merger of foreign operations(2)
(5,604
)
 
—

 
—

 
(5,604
)
Correction of foreign currency translations for prior years related to foreign operations affecting property and equipment (2)
(3,277
)
 
—

 
—

 
(3,277
)
Ending balance, August 31, 2012
$
(31,962
)
 
$
(74
)
 
$
(1,146
)
 
$
(33,182
)
(1) See Note 9 - Derivative Instruments and Hedging Activities
(2) See Note 1 - Company Overview and Basis of Presentation

Retained Earnings Not Available for Distribution
 
The following table summarizes retained earnings designated as legal reserves of various subsidiaries which cannot be distributed as dividends to PriceSmart, Inc. according to applicable statutory regulations (in thousands):
 
November 30, 2012
 
August 31, 2012
Retained earnings not available for distribution
$
5,815

 
$
5,490




NOTE 6 – STOCK BASED COMPENSATION
 
The three types of equity awards offered by the Company are stock options (“options”), restricted stock awards (“RSA's”) and restricted stock units (“RSU's”).  Compensation related to options is accounted for by applying the valuation technique based on the Black-Scholes model. Compensation related to RSA's and RSU's is based on the fair market value at the time of grant with the application of an estimated forfeiture rate.  The Company recognizes the compensation cost related to these awards over the requisite service period as determined by the grant, amortized ratably or on a straight line basis over the life of the grant.  The Company utilizes “modified grant-date accounting” for true-ups due to actual forfeitures at the vesting dates.  The Company records the tax savings resulting from tax deductions in excess of expense for stock-based compensation as additional paid-in capital and the tax deficiency resulting from stock-based compensation in excess of the related tax deduction as a reduction in paid-in capital, based on the Tax Law Ordering method.  In addition, the Company reflects the tax savings (deficiency) resulting from the taxation of stock-based compensation as a financing cash flow in its consolidated statement of cash flows, rather than as operating cash flows.

RSA's have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding shares of common stock.  RSU's are not issued nor outstanding until vested and do not have the cash dividend and voting rights of common stock.  However, the Company has paid dividend equivalents to the employees with unvested RSU's equal to the dividend they would have received had the shares of common stock underlying the RSU's been actually issued and outstanding.  The providing of dividend equivalents on RSU's is subject to the annual review and final determination by the board of directors at their discretion.  Payments of dividend equivalents to employees are recorded as compensation expense.

The Company has adopted three stock option and equity participation plans for the benefit of its eligible employees, consultants and non-employee directors, that contain shares available to grant.  Options granted under these plans typically vest

21

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


over five years and expire in six years. These plans also allow restricted stock awards and restricted stock units which typically vest between five to ten years. The following table summarizes the shares authorized and shares available for future grants:

 
 
 
November 30, 2012
 
August 31, 2012
 
Shares authorized
 
Shares available to grant
 
Shares available to grant
1998 Plan
700,000

 
121,842

 
121,842

2001 Plan
400,000

 
22,169

 
22,169

2002 Plan
1,250,000

 
45,320

 
50,914


The following table summarizes the components of the stock-based compensation expense (in thousands), which are included in general and administrative expense and warehouse club operations in the consolidated statements of income:
 
Three Months Ended November 30,
 
2012
 
2011
Options granted to directors
$
33

 
$
18

Restricted stock awards
1,550

 
867

Restricted stock units
240

 
81

Stock-based compensation expense
$
1,823

 
$
966


The following table summarizes other information related to stock-based compensation:
 
November 30,
 
2012
 
2011
Remaining unrecognized compensation cost (in thousands)
$
25,658

 
$
7,528

Weighted average period of time over which this cost will be recognized (years)
7.73

 
3.06


The Company began issuing restricted stock awards in fiscal year 2006 and restricted stock units in fiscal year 2008. The restricted stock awards and units vest over a five to ten year period and the unvested portion of the award is forfeited if the employee or non-employee director leaves the Company before the vesting period is completed. Restricted stock awards and units activity for the period was as follows:
 
Three Months Ended November 30,
 
Fiscal Year Ended August 31,
 
2012
 
2012
Grants outstanding at beginning of period
700,893

 
436,611

Granted
6,264

 
399,041

Forfeited
(670
)
 
(5,230
)
Vested
—

 
(129,529
)
Grants outstanding at end of period
706,487

 
700,893


    

22

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


The following table summarizes the weighted average grant date fair value for restricted stock awards and units for the period:
 
 
Three Months Ended November 30,
Weighted Average Grant Date Fair Value
 
2012
 
2011
Restricted stock awards and units granted
 
$
82.87

 
$
—

Restricted stock awards and units vested
 
$
—

 
$
—

Restricted stock awards and units forfeited
 
$
19.85

 
$
—


At the vesting dates of restricted stock awards, the Company repurchases shares at the prior day's closing price per share, with the funds used to pay the employees' minimum statutory tax withholding requirements. The Company expects to continue this practice going forward. The following table summarizes this activity during the period:
 
 
Three Months Ended November 30,
 
 
2012
 
2011
Shares repurchased
 
—

 
—

Cost of repurchase of shares
 
—

 
—


The Company reissues treasury shares as part of its stock-based compensation programs.  The following table summarizes the treasury shares reissued during the period:
 
 
Three Months Ended November 30,
 
 
2012
 
2011
Reissued treasury shares
 
—

 
—


The following table summarizes the stock options outstanding and the stock-based compensation related to stock options as a percentage to the total stock-based compensation: 
 
November 30, 2012
 
August 31, 2012
 
2012
 
2012
Stock Options Outstanding
36,000

 
36,000


Due to the substantial shift from the use of stock options to restricted stock awards and units, the Company believes stock option activity is no longer significant and that any further disclosure on options is not necessary. 


NOTE 7 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company and its subsidiaries are subject to legal proceedings, claims and litigation arising in the ordinary course of business, the outcome of which, in the opinion of management, would not have a material adverse effect on the Company. The Company evaluates such matters on a case by case basis, and vigorously contests any such legal proceedings or claims which the Company believes are without merit.

The Company is required to file federal and state tax returns in the United States and various other tax returns in foreign jurisdictions. The preparation of these tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. The Company, in consultation with its tax advisors, bases its tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various taxing authorities in the jurisdictions in which the Company files its returns. As part of these reviews, a taxing authority may disagree with respect to the interpretations the Company used to calculate its tax liability and therefore require the Company to pay additional taxes.

The Company accrues an amount for its estimate of probable additional income tax liability.  In certain cases, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority.  An uncertain income tax position will not be recognized if it has less

23

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


than 50% likelihood of being sustained. 

In evaluating the exposure associated with various non-income tax filing positions, the Company accrues for probable and estimable exposures for non-income tax related tax contingencies.  As of November 30, 2012 and August 31, 2012, the Company had recorded within other accrued expenses a total of $3.2 million and $3.3 million, respectively, for various non-income tax related tax contingencies. 

While the Company believes the recorded liabilities are adequate, there are inherent limitations in projecting the outcome of litigation, in estimating probable additional income tax liability taking into account uncertain tax positions and in evaluating the probable additional tax associated with various non-income tax filing positions.  As such, the Company is unable to make a reasonable estimate of the sensitivity to change of estimates affecting its recorded liabilities.  As additional information becomes available, the Company assesses the potential liability and revises its estimates as appropriate.

See Note 10- Unconsolidated Affiliates for a description of additional capital contributions that may be required in connection with joint ventures to develop commercial centers adjacent to PriceSmart warehouse clubs in Panama and Costa Rica.

The Company contracts for distribution center services in Mexico.  The contract for this distribution center's services was renewed on December 31, 2011 for an additional three years, with the applicable fees and rates to be reviewed at the beginning of each calendar year.  Future minimum service commitments related to this contract for the period less than one year and for one to four years are approximately $125,000 and $135,000, respectively.

During fiscal year 2010, the Company was made aware of a potential permitting issue involving the Alajuela warehouse club, located in Costa Rica.  The construction of that club and its related facilities included the construction of a water retention basin ("WRB") on property owned by Hacienda Santa Anita(1) ("HSA").  This WRB is used to slow the flow of water runoff from property owned by the Company (the Alajuela warehouse club), property owned by the joint venture Plaza Price Alajuela ("PPA"), and property owned by HSA, as it is discharged into the municipal drainage system. After certain administrative and court proceedings related to the original construction permit for the club and its facilities, the Company was advised by the Municipality of Alajuela ("MA") that the MA required the construction and proper operation of a set of complementary improvements to the WRB.  These improvements consisted of digging a network of dirt canals on HSA property to capture and conduct surface waters from these properties to the WRB.  The Company has performed this work.  However, prior to the Company beginning this work, HSA required the Company to sign an indemnification agreement pursuant to which the Company agreed that it will purchase at fair market value the land held by HSA in the event HSA is not allowed to develop that land due to the construction of the canals.  The Company has estimated the current fair value of the land to be approximately $4.1 million.
 
The Company has obtained all the necessary permits allowing the WRB to remain open under the current development conditions in the adjacent properties.   To support additional development on the PPA property, certain additional improvements to the WRB were required, according to professionals retained by the Company. The Company obtained the necessary permits to perform these improvements and completed construction in early May 2012.  The Company has not recorded a liability for any of these matters as of November 30, 2012 and August 31, 2012.
 
(1)
Hacienda Santa Anita is a locally based business related to J.B. Enterprises (a Panamanian business entity). On September 29, 2008, the Company entered into a joint venture, known as Plaza Price Alajuela with J.B. Enterprises, to jointly own and operate a commercial retail center adjacent to the Alajuela warehouse club, with each owning a 50% interest in the joint venture.


24

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


NOTE 8 – DEBT

Short-term borrowings consist of lines of credit which are secured by certain assets of the Company and its subsidiaries and in some cases are guaranteed by the Company as summarized below (in thousands):

 
 
 
Facilities Used
 
 
 
 
 
Total Amount of Facilities
 
Short-term Borrowings
 
Letters of Credit
 
Facilities Available
 
Weighted average interest rate
November 30, 2012
36,983

 
—

 
195

 
36,788

 
N/A
August 31, 2012
$
36,967

 
$
—

 
$
774

 
$
36,193

 
N/A
 
Each of the facilities expires annually and is normally renewed.
  
Annual maturities of long-term debt are as follows (in thousands):

Twelve months ended November 30,
 
Amount
2013
 
$
16,247

2014
 
16,415

2015
 
10,111

2016
 
22,034

2017
 
10,648

Thereafter
 
5,508

Total
 
$
80,963



NOTE 9 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to certain risks relating to its ongoing business operations. One risk managed by the Company using derivative instruments is interest rate risk.  To manage interest rate exposure, the Company enters into hedge transactions (interest rate swaps) using derivative financial instruments.  The objective of entering into interest rate swaps is to eliminate the variability of cash flows in the LIBOR interest payments associated with variable-rate loans over the life of the loans.  As changes in interest rates impact the future cash flow of interest payments, the hedges provide a synthetic offset to interest rate movements.

In addition, the Company is exposed to foreign currency and interest rate cash flow exposure related to a non-functional currency long-term debt of one of its wholly owned subsidiaries. To manage this foreign currency and interest rate cash flow exposure, the Company’s subsidiary entered into a cross-currency interest rate swap that converts its foreign currency denominated floating interest payments to functional currency fixed interest payments during the life of the hedging instrument.  As changes in foreign exchange and interest rates impact the future cash flow of interest payments, the hedge is intended to offset changes in cash flows attributable to interest rate and foreign exchange movements.

These derivative instruments (cash flow hedging instruments) are designated and qualify as cash flow hedges, with the effective portion of the gain or loss on the derivative reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction is determined to be ineffective.  There were no such amounts recorded for ineffectiveness for the periods reported herein related to the interest rate or cross currency interest rate swaps of long-term debt.

The Company is exposed to foreign-currency exchange-rate fluctuations in the normal course of business. The Company is also exposed to foreign-currency exchange-rate fluctuations on U.S. dollar denominated liabilities within its international subsidiaries whose functional currency is other than the U.S. dollar.  The Company manages these fluctuations, in part, through the use of non-deliverable forward foreign-exchange contracts that are intended to offset changes in cash flow attributable to currency exchange movements.  These contracts are intended primarily to economically address exposure to U.S. dollar

25

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. Currently, these contracts do not qualify for derivative hedge accounting. The Company seeks to mitigate foreign-currency exchange-rate risk with the use of these contracts and does not intend to engage in speculative transactions. These contracts do not contain any credit-risk-related contingent features.

Cash Flow Hedges

The Company formally documents the hedging relationships for its derivative instruments that qualify for hedge accounting. As of November 30, 2012, all of the Company’s interest rate swap and cross-currency interest rate swaps derivative financial instruments are designated and qualify as cash flow hedges.  The cross-currency interest rate swap agreements convert the Company's foreign currency United States dollar denominated floating interest payments on long-term debt to functional currency fixed interest payments during the life of the hedging instrument.  As changes in foreign exchange and interest rates impact the future cash flow of interest payments, the hedge is intended to offset changes in cash flows attributable to interest rate and foreign currency exchange movements.  Various subsidiaries entered into interest rate swap agreements that fix the interest rate over the life of the underlying loans.
    
The following table summarizes these agreements:
Subsidiary
 
Date entered into
 
Derivative Financial Counter-party
 
Derivative Financial Instruments
 
Initial
US Notional Amount
 
Bank US loan Held with
 
Floating Leg (swap counter-party)
 
Fixed Rate for PSMT Subsidiary
 
Settlement Reset Date
 
Effective Period of Swap
Colombia
 
21-Feb-12
 
Bank of Nova Scotia
 
Cross currency interest rate swap
 
8,000,000

 
Bank of Nova Scotia
 
Variable rate 3-month Libor plus 0.6%
 
6.02
%
 
February, May, August and November beginning on May 22, 2012
 
February 21, 2012 - February 21, 2017
Colombia
 
17-Nov-11
 
Bank of Nova Scotia
 
Cross currency interest rate swap
 
8,000,000

 
Citibank, N.A.
 
Variable rate 6-month Eurodollar Libor plus 2.4%
 
5.85
%
 
May 3, 2012 and semi-annually thereafter
 
November 3, 2011 - November 3, 2013
Colombia
 
21-Oct-11
 
Bank of Nova Scotia
 
Cross currency interest rate swap
 
2,000,000

 
Bank of Nova Scotia
 
Variable rate 3-month Libor plus 0.7%
 
5.30
%
 
January, April, July and October, beginning on October 29, 2011
 
July 29, 2011 - April 1, 2016
Colombia
 
21-Oct-11
 
Bank of Nova Scotia
 
Cross currency interest rate swap
 
6,000,000

 
Bank of Nova Scotia
 
Variable rate 3-month Libor plus 0.7%
 
5.45
%
 
March, June, September and December, beginning on October 29, 2011
 
September 29, 2011 - April 1, 2016
Colombia
 
5-May-11
 
Bank of Nova Scotia
 
Cross currency interest rate swap
 
8,000,000

 
Bank of Nova Scotia
 
Variable rate 3-month Libor plus 0.7%
 
6.09
%
 
January, April, July and October, beginning on July 5, 2011
 
April 1, 2011 - April 1, 2016
Trinidad
 
20-Nov-08
 
Royal Bank of Trinidad & Tobago
 
Interest rate swaps
 
8,900,000

 
Royal Bank of Trinidad & Tobago
 
Variable rate 1-year Libor plus 2.75%
 
7.05
%
 
Annually on August 26
 
September 25, 2008 - September 26, 2013
Barbados
 
13-Feb-08
 
Citibank, N.A.
 
Interest rate swaps
 
4,500,000

 
Citibank, N.A.
 
Variable rate 9-month Libor plus 1.5%
 
5.22
%
 
Semi-annually on November 15 and May 15
 
November 15, 2007 - November 14, 2012


26

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


For the three-month period ended November 30, 2012 and 2011 the Company included the gain or loss on the hedged items (that is, variable-rate borrowings) in the same line item—interest expense—as the offsetting gain or loss on the related interest rate swaps as follows (in thousands):
Income Statement Classification
 
Interest expense
on Borrowings
 
Loss on Swaps
 
Interest expense
Interest expense for the three months ended November 30, 2012
 
$
198

 
$
396

 
$
594

Interest expense for the three months ended November 30, 2011
 
$
143

 
$
248

 
$
391


The total notional balance of the Company’s pay-fixed/receive-variable interest rate swaps and cross-currency interest rate swaps was as follows (in thousands):
 
 
Notional Balance as of
 Floating Rate Payer (Swap Counterparty)
 
November 30, 2012
 
August 31, 2012
RBTT
 
$
5,175

 
$
5,400

Scotiabank
 
32,000

 
32,000

Citibank N.A.
 
—

 
2,475

Total
 
$
37,175

 
$
39,875


The following table summarizes the fair value of interest rate swaps and cross-currency interest rate swaps derivative instruments that qualify for derivative hedge accounting (in thousands, except footnote data):
 
 
Derivatives
 
 
November 30, 2012
 
August 31, 2012
Derivatives designated as cash flow hedging instruments
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
Cross currency interest rate swaps(2)
 
Other non-current assets
 
$
—

 
Other non-current assets
 
$
—

Interest rate swaps(1)
 
Other long-term liabilities
 
$
(135
)
 
Other long-term  liabilities
 
$
(216
)
Cross currency interest rate swaps(2)
 
Other long-term liabilities
 
(1,249
)
 
Other long-term liabilities
 
(983
)
Net fair value of derivatives designated as hedging instruments - assets (liability)(3)
 
 
 
$
(1,384
)
 
 
 
$
(1,199
)

(1) 
The effective portion of the interest rate swaps was recorded as a loss to Accumulated other comprehensive loss for $102,000 and $162,000 net of tax, as of November 30, 2012 and August 31, 2012, respectively.  The Company has recorded a deferred tax asset amount of $33,000 and $54,000 as of November 30, 2012 and August 31, 2012, respectively.
(2) 
The effective portion of the cross currency interest rate swaps was recorded to Accumulated other comprehensive loss for $1.2 million and $983,000 as of November 30, 2012 and August 31, 2012, respectively.  The Company has recorded a valuation allowance on the related deferred tax asset.
(3) 
Derivatives listed on the above table were designated as cash flow hedging instruments.


27

PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 


Fair Value Instruments

The Company has entered into non-deliverable forward foreign-exchange contracts.  These contracts are treated for accounting purposes as fair value contracts and do not qualify for derivative hedge accounting.  The use of non-deliverable forward foreign-exchange contracts is intended to offset changes in cash flow attributable to currency exchange movements.  These contracts are intended primarily to economically hedge exposure to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. The Company entered into the forward foreign exchange contracts summarized below as of November 30, 2012:


Subsidiary
 
Date entered into
 
Derivative Financial Counter-party
 
Derivative Financial Instruments
 
Notional Amount
(in thousands)
 
Settlement Date
 
Effective Period
Colombia
 
September 2012 through November 2012
 
Bank of Nova Scotia
 
Forward foreign exchange contracts
 
$8,000
 
December 4, 2012 through December 28, 2012
 
December 4, 2012 through December 28, 2012

For the three-month periods ended November 30, 2012 and 2011, the Company included the forward derivative gain or loss on the non-deliverable forward foreign-exchange contracts as follows (in thousands):
Income Statement Classification
 
Forward Derivative (Gain)/Loss
Other income (expense), net for the three months ended November 30, 2012
 
$
95

Other income (expense), net for the three months ended November 30, 2011
 
$
—


The following table summarizes the fair value of foreign currency forward contracts that do not qualify for derivative hedge accounting (in thousands):
 
 
Derivatives
 
 
November 30, 2012
 
August 31, 2012
Derivatives designated as fair value hedging instruments
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
Foreign currency forward contracts
 
Prepaid expenses and other current assets
 
$
2

 
Prepaid expenses and other current assets
 
$
27

Foreign currency forward contracts