<PAGE>
2ND QUARTER
FISCAL 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED FEBRUARY 28, 1998
COMMISSION FILE NUMBER 0-22793
PRICESMART, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0628530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4649 MORENA BOULEVARD
SAN DIEGO, CALIFORNIA 92117
(Address of principal executive offices)
(619) 581-4530
(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_X_ NO___
The registrant had 5,911,342 common shares, par value $.0001, outstanding at
April 8, 1998.
<PAGE>
PRICESMART, INC.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS PAGE
----
Consolidated Balance Sheets.................................... 3
Consolidated Statements of Operations.......................... 4
Consolidated Statements of Cash Flows.......................... 5
Notes to Consolidated Financial Statements..................... 6-7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................. 8-11
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS.............................................. 12
ITEM 2 - CHANGES IN SECURITIES.......................................... 12
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES................................ 12
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............ 12
ITEM 5 - OTHER INFORMATION.............................................. 12
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K............................... 12
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
FEBRUARY 28, AUGUST 31,
1998 1997
---- ----
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and equivalents................................ $ 3,494 $ 58,383
Investments available for sale...................... 57,286 -
Accounts receivable, net............................ 5,849 4,806
Merchandise inventories............................. 9,575 5,518
Prepaid expenses and other current assets........... 767 578
Property held for sale, net......................... 14,763 19,913
-------- --------
Total current assets................................. 91,734 89,198
Property and equipment:
Land................................................ 2,250 2,250
Building and improvements........................... 6,739 4,578
Fixtures and equipment.............................. 7,231 4,712
-------- --------
16,220 11,540
Less accumulated depreciation....................... (2,583) (1,946)
-------- --------
13,637 9,594
Other assets:
City notes receivable............................... 22,203 23,052
Other notes receivable.............................. 4,027 4,041
-------- --------
26,230 27,093
-------- --------
TOTAL ASSETS.......................................... $131,601 $125,885
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings..................................... $ 4,082 $ -
Accounts payable, trade............................. 6,048 4,901
Accrued expenses.................................... 3,904 4,813
Other current liabilities........................... 2,685 3,563
-------- --------
Total current liabilities............................. 16,719 13,277
Minority interest..................................... 5,618 5,436
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value, 15,000,000 shares
authorized, 5,908,235 shares issued and
outstanding........................................ 1 1
Additional paid-in capital........................... 107,171 107,171
Unrealized gains on investments...................... 281 -
Retained earnings.................................... 1,811 -
-------- --------
Total Stockholders' Equity............................ 109,264 107,172
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............ $131,601 $125,885
-------- --------
-------- --------
</TABLE>
3
<PAGE>
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SECOND QUARTER YEAR-TO-DATE
------------------------ -------------------------
3 MONTHS 12 WEEKS 6 MONTHS 28 WEEKS
ENDED ENDED ENDED ENDED
FEBRUARY 28, MARCH 16, FEBRUARY 28, MARCH 16,
1998 1997 1998 1997
------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
REVENUES
Sales:
International...................................... $22,542 $13,899 $40,710 $31,214
Electronic Shopping................................ - 411 - 957
International royalties and other fees............... 1,140 796 1,733 1,698
Auto referral, travel and other programs............. 3,298 2,980 6,405 6,442
------- ------- ------- -------
TOTAL REVENUES....................................... 26,980 18,086 48,848 40,311
EXPENSES
Cost of goods sold:
International...................................... 20,461 12,813 37,418 29,259
Electronic Shopping................................ - 620 - 1,793
Selling, general and administrative:
International...................................... 3,328 2,987 6,060 5,574
Electronic Shopping................................ - 685 - 3,938
Auto referral, travel and other programs........... 2,683 2,447 5,468 5,164
Corporate administrative expenses.................. 722 345 1,269 835
------- ------- ------- -------
TOTAL EXPENSES........................................ 27,194 19,897 50,215 46,563
------- ------- ------- -------
OPERATING LOSS........................................ (214) (1,811) (1,367) (6,252)
OTHER
Real estate operations, net.......................... 171 164 534 92
Interest income, net................................. 1,469 698 2,985 1,426
Minority interest.................................... (161) 46 (185) (109)
------- ------- ------- -------
TOTAL OTHER........................................... 1,479 908 3,334 1,409
------- ------- ------- -------
Income (loss) before provision (benefit) for
income taxes........................................ 1,265 (903) 1,967 (4,843)
Provision (benefit) for income taxes................. 156 (371) 156 (1,986)
------- ------- ------- -------
NET INCOME (LOSS)..................................... $ 1,109 $ (532) $ 1,811 $ (2,857)
------- ------- ------- -------
------- ------- ------- -------
EARNINGS PER SHARE
Basic................................................ $.19 $ (.09) $.31 $ (.48)
------- ------- ------- -------
------- ------- ------- -------
Diluted.............................................. $.18 $ (.09) $.30 $ (.48)
------- ------- ------- -------
------- ------- ------- -------
SHARES USED IN PER SHARE COMPUTATION
Basic................................................ 5,908 5,908 5,908 5,908
------- ------- ------- -------
------- ------- ------- -------
Diluted.............................................. 6,074 5,908 6,077 5,908
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
See accompanying notes.
4
<PAGE>
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR-TO-DATE
------------------------
6 MONTHS 28 WEEKS
ENDED ENDED
FEBRUARY 28, MARCH 16,
1998 1997
----------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)..................................... $ 1,811 $ (2,857)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization...................... 637 901
Income tax benefit................................. - (1,986)
Minority interest.................................. 185 109
Change in accounts receivable and other assets..... (5,289) (7,413)
Change in accounts payable and other liabilities... (640) 1,987
Change in property held for sale................... 5,150 3,445
-------- --------
Net cash flows provided by (used in)
operating activities................................. 1,854 (5,814)
INVESTING ACTIVITIES
Purchases of investments available for sale........... (76,175) -
Sales of investments available for sale............... 19,170 -
Additions to property and equipment................... (4,683) (7,104)
Payments of notes receivable.......................... 863 4,027
-------- --------
Net cash flows (used in) investing activities.......... (60,825) (3,077)
FINANCING ACTIVITIES
Proceeds from bank borrowings......................... 4,082 -
Net investment by PEI................................. - 5,259
Contributions by Panama JV partner.................... - 3,632
-------- --------
Net cash flows provided by financing activities........ 4,082 8,891
-------- --------
Net decrease in cash................................... (54,889) -
Cash and cash equivalents at beginning of period....... 58,383 -
-------- --------
Cash and cash equivalents at end of period............. $ 3,494 $ -
-------- --------
-------- --------
</TABLE>
See accompanying notes.
5
<PAGE>
PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
February 28, 1998
NOTE 1 - FORMATION OF THE COMPANY
PriceSmart, Inc. ("PriceSmart" or the "Company") owns and operates certain
merchandising businesses. The Company's primary business is international
merchandising consisting of membership shopping stores similar to, but
smaller in size than, warehouse clubs in the United States. As of February
28, 1998, there were a total of six stores licensed to and owned by
in-country business people and two stores owned 51% by the Company. (See
Liquidity and Capital Resources Section of Management Discussion and
Analysis). Additionally, the Company operates domestic auto referral and
travel businesses marketed to Costco members.
PriceSmart was formed in August 1994 as a subsidiary of Price Enterprises,
Inc. ("PEI") and initially operated under the name Price Quest, Inc. and
until recently was operating under the name PQI, Inc. However, the Company
changed its name to PriceSmart, Inc. effective June 30, 1997 in anticipation
of the spin-off of the Company from PEI.
In June 1997, the PEI Board of Directors approved, in principle, a plan to
separate PEI's core real estate business from the merchandising businesses it
operated through a number of subsidiaries. To effect such separation, PEI
first transferred to the Company, through a series of preliminary
transactions, the assets listed below. PEI then distributed on August 29,
1997 all of the Company's Common Stock pro rata to PEI's existing
stockholders through a special dividend (the "Distribution").
Assets transferred to PriceSmart were comprised of: (i) the merchandising
business segment of PEI; (ii) certain real estate properties held for sale
(the "Properties"); (iii) notes receivable from various municipalities and
agencies ("City Notes") and certain secured notes receivable from buyers of
properties; (iv) cash and cash equivalents of approximately $58.4 million;
and (v) all other assets and liabilities not specifically associated with
PEI's portfolio of 27 investment properties, except for current corporate
income tax assets and liabilities.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the 6 months ended February 28, 1998 are
not necessarily indicative of the results that may be expected for the year
ending August 31, 1998. For further information, refer to the consolidated
financial statements and footnotes thereto included in the PriceSmart, Inc.
annual report on Form 10-K for the year ended August 31, 1997.
The consolidated financial statements include the assets, liabilities and
results of operations for its wholly owned and majority owned merchandising
businesses.
Certain amounts in the prior period financial statements have been
reclassified to conform to the current presentation.
FISCAL YEAR
Effective September 1, 1997, the Company changed its reporting periods to 12
months, ending August 31 with each quarter consisting of 3 months. Prior to
the change, the Company generally reported 13 periods (ending on the Sunday
closest to August 31) of 4 weeks each, with the first quarter consisting of
16 weeks, and each remaining quarter consisting of 12 weeks.
6
<PAGE>
PRICESMART, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
EARNINGS PER SHARE
In 1997, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share. Statement 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented, and where
necessary, restated to conform to the Statement 128 requirements.
NOTE 3 - INVESTMENTS AVAILABLE FOR SALE
Investments available for sale are comprised of U.S. treasury securities and
obligations of U.S. government agencies with an average maturity of 2 years
and an average yield of 6%.
7
<PAGE>
ITEM 2 . MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve
risk and uncertainties. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed hereunder, as
well as those discussed under the caption "Risk Factors" in the Registration
Statement on Form 10 filed pursuant to the Securities Exchange Act of 1934,
as amended, on July 3, 1997, as amended by Amendment No. 1 to Form 10 filed
on August 1, 1997 and Amendment No. 2 to Form 10 filed on August 13, 1997.
The following discussion and analysis compares the results of operations for
the second quarter and year-to-date periods of fiscal 1998 ended February 28,
1998 to the second quarter and year-to-date periods of fiscal 1997 ended
March 16, 1997. All dollar amounts are in thousands.
Effective September 1, 1997, the Company changed its reporting periods to 12
months, with each quarter consisting of 3 months. Prior to the change, the
Company generally reported 13 periods of 4 weeks each, with the first quarter
consisting of 16 weeks, and each remaining quarter consisting of 12 weeks.
As a result of the change in reporting periods, the discussion and analysis
below compare 90 days of operations in Q2 fiscal 1998 to 84 days of
operations for Q2 fiscal 1997; and 181 days of operations for fiscal 1998
year-to-date to 196 days of operations for fiscal 1997 year-to-date. The
longer Q2 fiscal 1998 also includes more days of the holiday season compared
to fiscal 1997.
INTERNATIONAL SALES
<TABLE>
<CAPTION>
International Sales Percent Change
------------------- --------------
<S> <C> <C>
2nd Quarter - FY 1998 $22,542 62%
2nd Quarter - FY 1997 $13,899 -
Year-to-Date FY 1998 $40,710 30%
Year-to-Date FY 1997 $31,214 -
</TABLE>
Net sales for Q2 fiscal 1998 increased over Q2 fiscal 1997 primarily due to a
second store opened in Panama, and sales made to a new licensed store, both
of which opened on December 4, 1997.
During the year-to-date period, the increase in sales was also attributed to
a full quarter of operations in Q1 fiscal 1998 for the first Panama store
compared to a partial quarter in Q1 fiscal 1997 (opened October 1996), and
sales made to two licensed stores that opened subsequent to Q1 fiscal 1997.
These increases were partially offset by the discontinuation of the export
trading business in fiscal 1997.
GROSS MARGIN
<TABLE>
<CAPTION>
International Percent Change Percent of Sales
------------- -------------- ----------------
<S> <C> <C> <C>
2nd Quarter - FY 1998 $2,081 92% 9.23%
2nd Quarter - FY 1997 $1,086 - 7.81%
Year-to-Date FY 1998 $3,292 68% 8.09%
Year-to-Date FY 1997 $1,955 - 6.26%
</TABLE>
The increase in gross margin as a percent of sales during Q2 fiscal 1998 was
primarily due to a 131% increase in Panama sales which have a higher gross
margin than that earned on exports of U.S.-sourced products. During the
year-to-date period, the increase in gross margin was also attributed to a
higher gross margin on Panama sales, but was somewhat offset by decreased
shipments of U.S.-sourced products to foreign licensees.
8
<PAGE>
The electronic shopping program was discontinued in Q2 fiscal 1997, and a
mark-down reserve of $.2 million was taken, in addition to the $.7 million
taken in Q1 fiscal 1997.
OTHER REVENUES
<TABLE>
<CAPTION>
International Auto Referral,
Royalties & Percent Travel and Other Percent
Fees Change Programs Change
------ ------ -------------- ------
<S> <C> <C> <C> <C>
2nd Quarter - FY 1998 $1,140 43% $3,298 11%
2nd Quarter - FY 1997 796 - 2,980 -
Year-to-Date FY 1998 $1,733 2% $6,405 (1%)
Year-to-Date FY 1997 $1,698 - 6,442 -
</TABLE>
International Royalties and Fees increased in Q2 fiscal 1998 compared to Q2
fiscal 1997 primarily due to an increase in non-recurring store opening fees
and higher royalties on increased sales at licensee stores. The year-to-date
increase was a result of the same factors as Q2. However, this increase was
offset by the shorter reporting period as discussed above.
Revenues in Q2 fiscal 1998 from Auto Referral, Travel and other programs
increased primarily due to the longer reporting period discussed above. The
year-to-date amounts were comparable.
SELLING, GENERAL & ADMINISTRATIVE
<TABLE>
<CAPTION>
Auto Referral,
Percent Travel and Other Percent
International Change Programs Change
------------- --------- --------------- -------
<S> <C> <C> <C> <C>
2nd Quarter - FY 1998 $3,328 11% $2,683 10%
2nd Quarter - FY 1997 2,987 - 2,447 -
Year-to-Date FY 1998 $6,060 9% $5,468 6%
Year-to-Date FY 1997 5,574 - 5,164 -
</TABLE>
The increase in selling, general and administrative expenses for
International during Q2 fiscal 1998 was primarily due to one additional
Panama store opened in December 1997. The fiscal 1998 year-to-date amount
was partially offset by a reduction in central expenses in Q1 fiscal 1998.
Selling, general and administrative expenses for Electronic Shopping for
fiscal 1997 year-to-date period includes a charge of $1.8 million for
fixture and equipment write-downs and certain other reserves resulting from
the decision to eliminate this business.
During Q2 and fiscal 1998 year-to-date periods, selling, general and
administrative expenses for Auto Referral, Travel and other programs
increased primarily due to increased personnel costs to support a service
center test program.
9
<PAGE>
CORPORATE AND ADMINISTRATIVE EXPENSE
<TABLE>
<CAPTION>
Amount Percent Change
------ --------------
<S> <C> <C>
2nd Quarter - FY 1998 $ 722 109%
2nd Quarter - FY 1997 345 -
Year-to-Date FY 1998 $1,269 52%
Year-to-Date FY 1997 835 -
</TABLE>
Corporate and Administrative Expense for Q2 and year-to-date periods fiscal
1998 reflects the actual costs incurred for corporate administration. In
fiscal 1997, the Company was operated as certain subsidiaries of Price
Enterprises, Inc. ("PEI"). Certain general and administrative costs of PEI
were allocated to the Company, principally based on PEI's specific
identification of individual cost items or otherwise based upon estimated
levels of effort devoted by its general and administrative departments to
individual entities or relative measures of size of entities. The increase in
expense is primarily due to the addition of management and incremental
expenses associated with becoming a separate, publicly held company.
REAL ESTATE OPERATIONS (NET)
<TABLE>
<CAPTION>
Gain (Loss)
Revenues Expenses On Sales Net
-------- -------- ----------- -----
<S> <C> <C> <C> <C>
2nd Quarter - FY 1998 $ 530 $ (359) $ 0 $171
2nd Quarter - FY 1997 696 (599) 67 164
Year-to-Date FY 1998 $1,210 $ (785) $109 $534
Year-to-Date FY 1997 1,495 (1,470) 67 92
</TABLE>
Real estate operations relate to properties held for sale which were
transferred to the Company in connection with the Distribution and reflect
rental revenue, rental expenses, gain or loss on sale of properties and
provisions for asset impairment related to these properties.
During Q2 and year-to-date periods, the increase in net income from real
estate operations was primarily due to reduced operating expenses resulting
from the disposition of non-income producing properties in Q4 fiscal 1997.
The increase in Q2 fiscal 1998 was somewhat offset by a gain on sale of a
property in Q2 fiscal 1997. The fiscal 1998 year-to-date amount also
included increased gains on sale of properties compared to fiscal 1997
year-to-date.
INTEREST INCOME
Interest income reflects earnings on invested cash, earnings on City Notes
and certain secured notes receivable from buyers of formerly owned
properties. During Q2 and year-to-date periods, the increase in interest
income was primarily due to larger invested cash balances.
LIQUIDITY AND CAPITAL RESOURCES
While the Company is well positioned to finance its business activities
through a variety of sources, it expects to satisfy short-term liquidity
requirements through the cash distributed to the Company prior to the
Distribution, cash from operations of the Company's businesses, and principal
and interest payments on the City Notes and other notes receivable. The
Company also expects to generate cash from sales of Properties held for sale,
and the cash flow that may ultimately be generated by sales of these
properties represents a major source of additional capital resources.
The Company's net working capital requirements and capital expenditures are
not expected to exceed $4 million and $1 million respectively during the
remainder of fiscal 1998. Actual capital expenditures, investment in
merchandising businesses and gross proceeds realized from property sales for
the remainder of fiscal 1998 may vary from estimated amounts depending on
business conditions and other risks and uncertainties to which the Company
and its businesses are subject.
10
<PAGE>
The Company believes that the Company's cash balances and net cash provided
by operating activities, principal and interest payments on notes receivable
and sales of its Properties will be sufficient to meet its working capital
expenditure requirements for at least fiscal 1998. Management has invested
the Company's cash in excess of current operating requirements in short-term,
interest-bearing, investment-grade securities.
Certain Asian markets served by the Company have experienced a significant
devaluation of local currencies relative to the US dollar; particularly in
Indonesia. Because the Company transacts its business in U.S. dollars,
exchange rate risk is not at issue. However, devaluation of local currencies
relative to the U.S. dollar causes U.S. merchandise to be less affordable,
and generally has a negative impact on the Company's sales of U.S.-sourced
goods to the affected markets, location sales and royalty income.
The Company has an immaterial risk of loss in the countries most affected by
the economic downturn discussed above, as these are licensing arrangements.
It is, however, unclear to what extent this economic situation will impact
future results of operations.
In early March (three months after the opening of a PriceSmart store in the
Philippines), the Company terminated its license agreement with the licensee
because the licensee had failed to comply with certain of its contractual
obligations. The Company and licensee have begun negotiations regarding the
dispute.
SEASONALITY
Historically, the Company's merchandising businesses have experienced
moderate holiday retail seasonality in their markets. In addition to
seasonal fluctuations, the Company's operating results fluctuate
quarter-to-quarter as a result of economic and political events in markets
served by the Company, the timing of holidays, weather, timing of shipments,
product mix, and cost of U.S.-sourced products. Because of such
fluctuations, the results of operations of any quarter are not indicative of
the results that may be achieved for a full fiscal year or any future
quarter. In addition, there can be no assurance that the Company's future
results will be consistent with past results or the projections of securities
analysts.
IMPACT OF YEAR 2000
The year 2000 issue results from computer programs and hardware being written
with 2 digits rather than 4 digits to define the applicable year. As a
result, there is a risk that date sensitive software may recognize a date
using "00" as the year 1900, rather than the year 2000. This potentially
could result in system failure or miscalculations causing disruptions of
operations, including a temporary inability to process transactions or engage
in normal business activities.
The Company has already received letters of year 2000 compliance from its key
hardware and software vendors regarding the Company's core transaction
processing systems, including both the point of sale and back room
processes. In addition, the Company plans to conduct it's own internal
testing of year 2000 compliance by the end of the calendar year 1998.
Further, certain custom programs are planned to be modified by the end of
calendar year 1998. The total cost of the year 2000 project is not expected
to exceed $100,000, which excludes the cost of the recently purchased
hardware and software, which was already year 2000 compliant.
The Company plans to initiate formal communications with its significant
suppliers regarding year 2000 compliance. However, the Company's systems
interface with its suppliers is minimal, which makes the Company less
vulnerable.
The costs of the year 2000 project and the estimated completion date are
based on management's best estimates, which are derived utilizing numerous
assumptions. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from the estimates.
Specific factors that might cause material differences include, but are not
limited to, the availability and cost of trained personnel, the ability to
locate and correct all relevant computer codes, and similar uncertainties.
11
<PAGE>
PART II - OTHER INFORMATION
- ----------------------------
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed for the 3 months
ended February 28, 1998
(c) Employment Agreement dated December 15, 1997 between the
Company and Gilbert Partida
12
<PAGE>
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 thereunto duly authorized.
PRICESMART, INC.
REGISTRANT
Date: April 13, 1998 /s/ Gil Partida
--------------------
Gil Partida
PRESIDENT & CHIEF EXECUTIVE OFFICER
Date: April 13, 1998 /s/ Karen J. Ratcliff
---------------------
Karen J. Ratcliff
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> FEB-28-1998
<CASH> 3,494
<SECURITIES> 57,286
<RECEIVABLES> 33,235
<ALLOWANCES> (1,156)
<INVENTORY> 9,575
<CURRENT-ASSETS> 91,734
<PP&E> 16,220
<DEPRECIATION> (2,583)
<TOTAL-ASSETS> 131,601
<CURRENT-LIABILITIES> 16,719
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 109,263
<TOTAL-LIABILITY-AND-EQUITY> 131,601
<SALES> 40,710
<TOTAL-REVENUES> 48,848
<CGS> 37,418
<TOTAL-COSTS> 50,215
<OTHER-EXPENSES> (349)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,985)
<INCOME-PRETAX> 1,967
<INCOME-TAX> 156
<INCOME-CONTINUING> 1,811
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,811
<EPS-PRIMARY> .31
<EPS-DILUTED> .30
</TABLE>
<PAGE>
EXHIBIT 99
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of December 15, 1997, by and between PriceSmart, Inc., a Delaware
corporation ("Employer"), and Gilbert A. Partida ("Executive").
RECITALS
A. Employer desires to employ Executive as President and Chief
Executive Officer of Employer.
B. Executive desires to accept such position upon the terms and
subject to the conditions herein provided.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants and conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
EMPLOYMENT AND DUTIES
1.1 POSITION AND DUTIES. Executive shall serve as President and Chief
Executive Officer of Employer. Executive shall have such duties and authority
as are customary for, and commensurate with, such position, and such other
related duties and authority as may from time to time be delegated or assigned
to him by the Board of Directors of Employer. Executive shall discharge his
duties in a diligent and professional manner.
1.2 OUTSIDE BUSINESS ACTIVITIES PRECLUDED. During his employment,
Executive shall devote his full energies, interest, abilities and productive
time to the performance of this Agreement. Executive shall not, without the
prior written consent of the Board of Directors, perform other services of any
kind or engage in any other business activity, with or without compensation,
that would interfere with the performance of his duties under this Agreement.
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Executive shall not, without the prior written consent of the Board of
Directors, engage in any activity adverse to Employer's interests.
1.3 PLACE OF EMPLOYMENT. Unless the parties agree otherwise in writing,
during the Employment Term (as defined in Section 3.1 below) Executive shall
perform the services he is required to perform under this Agreement at
Employer's offices located in San Diego, California; provided, however, that
from time to time Executive may be required to travel temporarily to other
locations on Employer's business.
ARTICLE II
COMPENSATION
2.1 SALARY. For Executive's services hereunder, Employer shall pay as
base salary to Executive the amount of $225,000 during each year of the
Employment Term. Said salary shall be payable in equal installments in
conformity with Employer's normal payroll period. Executive's salary shall be
reviewed by Employer's Board of Directors (or the Board's Compensation
Committee) at the end of the first year of the Employment Term, and Executive
shall receive such salary increases, if any, as Employer's Board of Directors
(or the Board's Compensation Committee), in its sole discretion, shall
determine.
2.2 BONUS. On the first day of the Employment Term, Executive shall
receive the sum of $50,000. In addition, during the Employment Term Executive
shall be entitled to participate in Employer's Corporate Central Bonus Plan.
All decisions regarding Executive's participation in said Bonus Plan shall be
made in the sole discretion of Employer's Board of Directors (or the Board's
Compensation Committee).
2.3 OTHER BENEFITS. Executive shall be entitled to participate in and
receive benefits under Employer's standard company benefits practices and plans
for officers of Employer, including medical insurance, long-term disability,
life insurance, profit sharing and retirement plan, and Employer's other plans,
subject to and on a basis consistent with the terms, conditions and overall
administration of such practices and plans. Executive shall be entitled
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to a paid vacation of three (3) weeks each year, which will accrue and be
paid out in conformity with Employer's normal vacation pay practices.
Employer's Board of Directors (or the Board's Compensation Committee) may
from time to time in its sole discretion grant such additional compensation
or benefits to Executive as it deems proper and desirable.
2.4 EXPENSES. During the term of his employment hereunder, Executive
shall be entitled to receive prompt reimbursement for all reasonable business-
related expenses incurred by him, in accordance with the policies and
procedures from time to time adopted by Employer, provided that Executive
properly accounts for such business expenses in accordance with Employer
policy.
2.5 STOCK OPTION PLAN. Employer has adopted The 1997 Stock Option Plan
of PriceSmart, Inc. (the "Stock Plan"). On the date the Employment Term
commences Executive will be granted options to purchase 100,000 shares of
Employer's Common Stock, exercisable at the price of $17.00 per share of Common
Stock, with such options vesting at the rate of twenty percent (20%) per year
over a period of five (5) years and expiring six (6) years from the date of
grant. Such grant of options to purchase 100,000 shares of Common Stock shall
be subject in all respects to the sole discretion of the Compensation Committee
of Employer's Board of Directors, as set forth in the Stock Plan. In addition,
such options shall be granted in accordance with and subject to all other
terms, conditions and restrictions set forth in the Stock Plan.
2.6 DEDUCTIONS AND WITHHOLDINGS. All amounts payable or which become
payable under any provision of this Agreement shall be subject to any
deductions authorized by Executive and any deductions and withholdings required
by law.
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ARTICLE III
TERM OF EMPLOYMENT
3.1 TERM. The term of Executive's employment hereunder shall commence on
January 12, 1998 and shall continue until January 11, 2000 unless sooner
terminated or extended as hereinafter provided (the "Employment Term").
3.2 EXTENSION OF TERM. The Employment Term may be extended by written
amendment to this Agreement signed by both parties.
3.3 EARLY TERMINATION BY EXECUTIVE. Executive may terminate this
Agreement at any time by giving Employer written notice of his resignation one
hundred twenty (120) days in advance; provided, however, that the Board of
Directors may determine upon receipt of such notice that the effective date of
such resignation shall be immediate or some time prior to the expiration of the
one hundred twenty day notice period. Executive's employment shall terminate
as of the effective date of his resignation as determined by the Board of
Directors.
3.4 TERMINATION FOR CAUSE. Prior to the expiration of the Employment
Term, Executive's employment may be terminated for Cause by the Board of
Directors of Employer, immediately upon delivery of notice thereof. For these
purposes, termination for "Cause" shall mean termination because of Executive's
(a) repeated and habitual failure to perform his duties or obligations
hereunder; (b) engaging in any act that has a direct, substantial and adverse
effect on Employer's interests; (c) personal dishonesty, willful misconduct, or
breach of fiduciary duty involving personal profit; (d) intentional failure to
perform his stated duties; (e) willful violation of any law, rule or regulation
which materially adversely affects his ability to discharge his duties or has a
direct, substantial and adverse effect on Employer's interests; (f) any
material breach of this contract by Executive; or (g) conduct authorizing
termination under Cal. Labor Code Section 2924.
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3.5 TERMINATION DUE TO DEATH OR DISABILITY. Executive's employment
hereunder shall terminate immediately upon his death. In the event that by
reason of injury, illness or other physical or mental impairment Executive
shall be: (a) completely unable to perform his services hereunder for more than
three (3) consecutive months, or (b) unable to perform his services hereunder
for fifty percent (50%) or more of the normal working days throughout six (6)
consecutive months, then Employer may terminate Executive's employment
hereunder immediately upon delivery of notice thereof. Executive's
beneficiaries, estate, heirs, representatives, or assigns, as appropriate,
shall be entitled to the proceeds, if any, due under any Employer-paid life
insurance policy held by Executive, as determined by and in accordance with the
terms of any such policy, as well as any vested benefits and accrued vacation
benefits.
ARTICLE IV
BENEFITS AFTER TERMINATION OF EMPLOYMENT
4.1 BENEFITS UPON TERMINATION. Upon termination of this Agreement under
Section 3.3 (Early Termination by Executive), Section 3.4 (Termination for
Cause) or Section 3.5 (Termination Due to Death or Disability), all salary and
benefits of Executive hereunder shall cease immediately. Upon termination of
this Agreement by Employer for any reason other than those set forth in Section
3.4 or Section 3.5, Executive shall be entitled to continuation of Executive's
base salary for one (1) year, payable in equal installments in conformity with
Employer's normal payroll period. If this Agreement is not terminated, then,
upon expiration of the Employment Term, and if Executive's employment by
Employer does not thereafter continue upon mutually agreeable terms, Executive
shall be entitled to continuation of Executive's base salary for one (1) year,
payable in equal installments in conformity with Employer's normal payroll
period; provided, however, that Employer's obligation to pay such installments
after expiration of the Employment Term shall cease concurrently with Executive
having commenced comparable employment with, or Executive receiving comparable
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compensation from, another employer. During the period of this severance pay,
Executive shall cooperate with Employer in providing for the orderly transition
of Executive's duties and responsibilities to other individuals, as reasonably
requested by Employer.
4.2 RIGHTS AGAINST EMPLOYER. The benefits payable under this Article IV
are exclusive, and no amount shall become payable to any person (including the
Executive) by reason of termination of employment for any reason, with or
without Cause, except as provided in this Article IV. Employer shall not be
obligated to segregate any of its assets or procure any investment in order to
fund the benefits payable under this Article IV.
ARTICLE V
CONFIDENTIAL INFORMATION
5.1 Executive acknowledges that Employer holds as confidential, and
Executive may have access to during the Employment Term, certain information
and knowledge respecting the intimate and confidential affairs of Employer in
the various phases of its business, including, but not limited to, trade
secrets, data and know-how, improvements, inventions, techniques, marketing
plans, strategies, forecasts, pricing information, and customer lists. During
his employment by Employer and thereafter, Executive shall not directly or
indirectly disclose such information to any person or use any such information,
except as required in the course of his employment during the Employment Term.
All records, files, keys, documents, and the like relating to Employer's
business, which Executive shall prepare, copy or use, or come into contact
with, shall be and remain Employer's sole property, shall not be removed from
Employer's premises without its written consent, and shall be returned to
Employer upon the termination of this Agreement.
ARTICLE VI
GENERAL PROVISIONS
6.1 ENTIRE AGREEMENT. This Agreement contains the entire understanding
and sole and entire agreement between the parties with respect to the subject
matter hereof, and
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supersedes any and all prior agreements, negotiations and discussions between
the parties hereto with respect to the subject matter covered hereby. Each
party to this Agreement acknowledges that no representations, inducements,
promises or agreements, oral or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein, and that
no other agreement, statement or promise not contained in this Agreement
shall be valid or binding. This Agreement may not be modified or amended by
oral agreement, but rather only by an agreement in writing signed by Employer
and by Executive which specifically states the intent of the parties to amend
this Agreement.
6.2 ASSIGNMENT AND BINDING EFFECT. Neither this Agreement nor the rights
or obligations hereunder shall be assignable by the Executive. Employer may
assign this Agreement to any successor or affiliate of Employer, and upon such
assignment any such successor or affiliate shall be deemed substituted for
Employer upon the terms and subject to the conditions hereof. In the event of
any merger of Employer or the transfer of all (or substantially all) of
Employer's assets, the provisions of this Agreement shall be binding upon, and
inure to the benefit of, the surviving business entity or the business entity
to which such assets shall be transferred.
6.3 ARBITRATION. The parties hereto agree that any and all disputes
(contract, tort, or statutory, whether under federal, state or local law)
between Executive and Employer (including Employer's employees, officers,
directors, stockholders, members, managers and representatives) arising out of
Executive's employment with Employer, the termination of that employment, or
this Agreement, shall be submitted to final and binding arbitration. Such
arbitration shall take place in the County of San Diego, and may be compelled
and enforced according to the California Arbitration Act (Code of Civil
Procedure Sections 1280 ET SEQ.). Unless the parties mutually agree
otherwise, such arbitration shall be conducted before the American Arbitration
Association, according to its Commercial Arbitration Rules. Judgment on the
award the arbitrator renders may be entered in any court having jurisdiction
over the parties.
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Arbitration shall be initiated in accordance with the Commercial Arbitration
Rules of the American Arbitration Association.
6.4 NO WAIVER. No waiver of any term, provision or condition of this
Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed or be construed as a further or continuing waiver of any such term,
provision or condition, or as a waiver of any other term, provision or
condition of this Agreement.
6.5 GOVERNING LAW; RULES OF CONSTRUCTION. This Agreement has been
negotiated and executed in, and shall be governed by and construed in
accordance with the laws of, the State of California. Captions of the several
Articles and Sections of this Agreement are for convenience of reference only,
and shall not be considered or referred to in resolving questions of
interpretation with respect to this Agreement.
6.6 NOTICES. Any notice, request, demand or other communication required
or permitted hereunder shall be deemed to be properly given when personally
served in writing, or when deposited in the United States mail, postage pre-
paid, addressed to Employer or Executive at his last known address. Each party
may change its address by written notice in accordance with this Section.
Address for Employer:
PriceSmart, Inc.
4649 Morena Boulevard
San Diego, CA. 92117
Address for Executive:
________________________
________________________
________________________
6.7 SEVERABILITY. The provisions of this Agreement are severable. If
any provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions or
enforceable parts hereof shall not be affected thereby and shall be enforced to
the fullest extent permitted by law.
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6.8 ATTORNEYS' FEES. In the event of any arbitration or litigation
brought to enforce or interpret any part of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, as well as all
other litigation costs and expenses as an element of damages.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the date first above written.
EMPLOYER EXECUTIVE
- -------- ---------
PRICESMART, INC. Name: ____________________
Gilbert A. Partida
By: _______________________
Name:______________________
Title: ____________________
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