-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, No4MoYwsj5+79tqPfZ1w9CHu2Dp912qMybAF/Bz6EsrB9PDPuWfHFjWztXD4GEdG tTblIiKc2SeVIdiQmVjeBA== 0001193125-05-241522.txt : 20051213 0001193125-05-241522.hdr.sgml : 20051213 20051213140621 ACCESSION NUMBER: 0001193125-05-241522 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051212 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICESMART INC CENTRAL INDEX KEY: 0001041803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330628530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22793 FILM NUMBER: 051260554 BUSINESS ADDRESS: STREET 1: 9740 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584048800 MAIL ADDRESS: STREET 1: 9740 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 d8k.htm FORM 8-K Form 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 12, 2005

 


 

PriceSmart, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-22793   33-0628530

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

9740 Scranton Road, San Diego CA 92121

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (858) 404-8800

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

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

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.02. Results of Operations and Financial Condition.

 

On December 12, 2005, PriceSmart, Inc. issued a press release regarding its sales for the month of November 2005, which included a statement regarding its sales for the three months ended November 30, 2005. A copy of the press release is furnished herewith as Exhibit 99.1. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) The following exhibit is furnished herewith:

 

Exhibit No.

  

Description    


99.1    Press release of PriceSmart, Inc. dated December 12, 2005.


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 13, 2005       PRICESMART, INC.
            By:   /s/ JOHN M. HEFFNER
                John M. Heffner
                Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE OF PRICESMART, INC. Press release of PriceSmart, Inc.

Exhibit 99.1

 

PriceSmart Announces November Sales

 

San Diego, CA, December 12, 2005 – PriceSmart, Inc. (NASDAQ:PSMT) today announced that for the month of November 2005, net sales increased 17.4% to $56.7 million from $48.3 million in November a year earlier. For the three months ended November 30, 2005, net sales increased 20.6% to $166.5 million from $138.0 million in the same period last year. There were 23 warehouse clubs in operation in November 2005 compared to 22 in the same period last year. Net sales exclude sales from discontinued operations.

 

For the five weeks ended December 4, 2005, comparable warehouse sales for warehouse clubs open at least 12 full months increased 15.4% compared to the same five-week period last year. For the thirteen weeks ended December 4, 2005, comparable warehouse sales, for warehouse clubs open at least 12 full months, increased 18.8% from the same period a year ago. Comparable warehouse sales for the comparable thirteen-week period of 2004 exclude sales from discontinued operations.

 

Discontinued operations refer to the operations of the Company’s PriceSmart Philippines subsidiary. The Company sold its interest in PriceSmart Philippines on August 12, 2005.

 

About PriceSmart

 

PriceSmart, headquartered in San Diego, owns and operates U.S.-style membership shopping warehouse clubs in Central America and the Caribbean, selling high quality merchandise at low prices to PriceSmart members. PriceSmart now operates 23 warehouse clubs in 11 countries and one U.S. territory (four each in Panama and Costa Rica; two each in Dominican Republic, El Salvador, Guatemala, Honduras, and Trinidad; and one each in Aruba, Barbados, Jamaica, Nicaragua and the United States Virgin Islands). On August 12, 2005, PriceSmart completed the sale of its interest in its PriceSmart Philippines subsidiary.

 

This press release may contain forward-looking statements concerning the Company’s anticipated future revenues and earnings, adequacy of future cash flow and related matters. These forward-looking statements include, but are not limited to, statements containing the words “expect,” “believe,” “will,” “may,” “should,” “project,” “estimate,” “scheduled,” and like expressions, and the negative thereof. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the following risks: the Company had a substantial net losses in fiscal 2003, 2004 and 2005, and may continue to incur losses in future periods; if the Company fails to comply with covenants governing its indebtedness, the lenders may elect to accelerate the Company’s indebtedness and foreclose on the collateral pledged to secure the indebtedness; the Company’s financial performance is dependent on international operations which exposes the Company to various risks; any failure by the Company to manage its widely dispersed operations could adversely affect the Company’s business; although the Company has taken and continues to take steps to improve significantly its internal controls, there may be material weaknesses or significant deficiencies that the Company has not yet identified; the Company faces significant competition; the Company faces difficulties in the shipment of and inherent risks in the importation of merchandise to its warehouse clubs; the Company is exposed to weather and other risks associated with international operations; declines in the economies of the countries in which the Company operates its warehouse clubs would harm its business; a few of the Company’s stockholders have control over the Company’s voting stock, which will make it difficult to complete some corporate transactions without their support and may prevent a change in control; the loss of key personnel could harm the Company’s business; the Company is subject to volatility in foreign currency exchange; the Company faces the risk of exposure to product liability claims, a product recall and adverse publicity; a determination that the Company’s long-lived or intangible assets have been impaired could adversely affect the Company’s future results of operations and financial position; and the Company faces increased costs and compliance risks associated with compliance with Section 404 of the Sarbanes-Oxley Act of 2002; as well as the other risks detailed in the Company’s SEC reports, including the Company’s Form 10-K filed pursuant to the Securities Exchange Act of 1934 on November 29, 2005. We assume no obligation and expressly disclaim any duty to update any forward-looking statement to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events. Certain prior period amounts may have been reclassified to confirm to the current period presentation.

 

For further information, please contact Robert E. Price, Interim Chief Executive Officer (858) 551-2336; or John M. Heffner, Executive Vice President and Chief Financial Officer (858) 404-8826.

 

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