8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2007

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 January 8, 2007, PriceSmart, Inc. issued a press release regarding its results of operations for the first quarter ended November 30, 2006. 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 8.01. Other Events.

On January 8, 2007, PriceSmart, Inc. issued a press release announcing its intention to file a registration statement with the Securities and Exchange Commission pertaining to up to 15,283,051 shares currently held by affiliates of Robert Price and Sol Price and up to 797,633 shares currently held by PSC, S.A. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release shall constitute an offer to sell or the solicitation of an offer to buy PriceSmart common stock. The offering of PriceSmart common stock will be made only by means of a prospectus.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

Exhibit No.	Description
99.1	Press Release of PriceSmart, Inc. dated January 8, 2006: “PriceSmart Announces First Quarter Results of Operations”
99.2	Press Release of PriceSmart, Inc. dated January 8, 2006: “PriceSmart Announces Plans to Register Shares”

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: January 11, 2007	PRICESMART, INC.
	By:	/s/ ROBERT M. GANS
		Robert M. Gans
		Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of PriceSmart, Inc. dated January 8, 2006: “PriceSmart Announces First Quarter Results of Operations”
99.2	Press Release of PriceSmart, Inc. dated January 8, 2006: “PriceSmart Announces Plans to Register Shares”

EX-99.1

Exhibit 99.1

PriceSmart Announces First Quarter Results of Operations

December Sales Also Announced

SAN DIEGO, CA (January 8, 2007) - PriceSmart, Inc. (NASDAQ: PSMT, www.pricesmart.com) today announced its results of operations for the first quarter of fiscal year 2007 which ended on November 30, 2006.

For the first quarter of fiscal year 2007 net warehouse sales increased 19% to $198.1 million, from $166.5 million in the first quarter of fiscal year 2006. Total revenue for the first quarter was $202.5 million, compared to $170.0 million in the prior year. The Company had 23 warehouse clubs in operation as of November 30, 2006 and 2005.

The Company recorded operating income in the quarter of $7.2 million, compared to operating income of $3.1 million in the prior year. Net income was $4.1 million, or $.14 per diluted share, in the first quarter of fiscal 2007 compared to $2.0 million, or $.08 per diluted share, in the first quarter of fiscal 2006.

The Company also announced that for the month of December 2006, net sales increased 20.0% to $97.9 million from $81.5 million in December a year earlier. For the four months ended December 31, 2006, net sales increased 19.4% to $296.0 million from $248.0 million in the same period last year. There were 23 warehouse clubs in operation at the end of December 2006 and 2005.

For the four weeks ended December 31, 2006, comparable warehouse sales for warehouse clubs open at least 12 full months increased 23.6% compared to the same four-week period last year. For the seventeen weeks ended December 31, 2006, comparable warehouse sales increased 19.7% compared to the comparable seventeen-week period a year ago. The comparable period for the previous fiscal year ended on January 01, 2006 which was a holiday resulting in one additional sales day for the current comparable period ending on December 31, 2006.

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).

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 substantial net losses in fiscal 2003, 2004 and 2005, and may not be able to sustain the profitability it achieved in fiscal 2006 in

future periods; 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 costs and compliance risks associated 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 13, 2006. The Company assumes no obligation and expressly disclaims 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 conform to the current period presentation.

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

PRICESMART, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

	Three Months Ended November 30,
	2006			2005
Revenues:
Sales:
Net warehouse club	$	198,100		$	166,513
Export		95			—
Membership income		3,241			2,645
Other income		1,061			816
Total revenues		202,497			169,974
Operating expenses:
Cost of goods sold:
Net warehouse club		168,498			142,520
Export		92			—
Selling, general and administrative:
Warehouse club operations		20,293			18,254
General and administrative		5,968			5,726
Preopening expenses		232			335
Asset impairment and closure costs		191			53
Total operating expenses		195,274			166,888
Operating income		7,223			3,086
Other income (expense):
Interest income		364			312
Interest expense		(355	)		(721	)
Other income (expense)		14			24
Total other income (expense)		23			(385	)
Income from continuing operations before provision for income taxes, loss of unconsolidated affiliate and minority interest		7,246			2,701
Provision for income taxes		(2,973	)		(1,342	)
Income (loss) of unconsolidated affiliate		(85	)		36
Minority interest		(134	)		(44	)
Income from continuing operations		4,054			1,351
Discontinued operations, net of tax		18			654
Net income	$	4,072		$	2,005
Basic income per share – common stockholders:
Continuing operations	$	0.14		$	0.05
Discontinued operations, net of tax	$	—		$	0.03
Preferred and deemed dividends	$	—		$	—
Attributable to common stockholders	$	0.14		$	0.08
Diluted income per share – common stockholders:
Continuing operations	$	0.14		$	0.05
Discontinued operations, net of tax	$	—		$	0.03
Preferred and deemed dividends	$	—		$	—
Attributable to common stockholders	$	0.14		$	0.08
Shares used in per share computations:
Basic		28,429			25,698
Diluted		29,105			26,005

PRICESMART, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	November 30,
	2006			2005
ASSETS
Current Assets:
Cash and cash equivalents	$	15,261		$	24,344
Short-term restricted cash		7,748			7,399
Receivables, net of allowance for doubtful accounts of $195 and $ 2,252 in 2007 and 2006, respectively		4,888			2,464
Receivables from unconsolidated affiliate		—			106
Merchandise inventories		93,730			81,157
Prepaid expenses and other current assets		9,741			8,627
Assets of discontinued operations		1,513			1,770
Total current assets		132,881			125,867
Long-term restricted cash		585			792
Property and equipment, net		165,489			155,624
Goodwill		31,801			31,279
Deferred tax asset		20,073			21,166
Other assets		1,512			4,458
Investment in unconsolidated affiliate		3,133			6,456
Total Assets	$	355,474		$	345,642
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term borrowings	$	677		$	1,380
Accounts payable		75,861			69,825
Accrued salaries and benefits		5,658			4,714
Deferred membership income		6,249			5,215
Income taxes payable		3,600			2,445
Other accrued expenses		13,816			11,399
Long-term debt, current portion		1,000			5,417
Liabilities of discontinued operations		143			634
Total current liabilities		107,004			101,029
Deferred tax liability		961			903
Deferred rent		1,571			1,317
Accrued closure costs		3,189			3,403
Long-term debt, related party		—			12,500
Long-term debt, net of current portion		555			20,359
Total liabilities		113,280			139,511
Minority interest		2,808			2,633
Commitments and contingencies		—			—
Stockholders’ Equity:
Common stock, $.0001 par value, 45,000,000 shares authorized; 29,421,560 and 26,403,421 shares issued and 28,983,397 and 25,968,996 shares outstanding (net of treasury shares), respectively		3			3
Additional paid-in capital		364,774			343,018
Tax benefit from exercise of stock options		3,593			3,379
Notes receivable from stockholders		—			(29	)
Accumulated other comprehensive loss		(13,914	)		(13,911	)
Accumulated deficit		(105,604	)		(119,529	)
Less: treasury stock at cost; 438,163 and 434,425 shares, respectively		(9,466	)		(9,433	)
Total stockholders’ equity		239,389			203,498
Total Liabilities and Stockholders’ Equity	$	355,474		$	345,642

EX-99.2

Exhibit 99.2

PriceSmart Announces Plans to Register Shares

SAN DIEGO, CA (January 8, 2007) - PriceSmart, Inc. (NASDAQ: PSMT, www.pricesmart.com) today announced that it intends to file a registration statement with the Securities and Exchange Commission pertaining to up to 15,283,051 shares currently held by affiliates of Robert Price and Sol Price and up to 797,633 shares currently held by PSC, S.A. The Company is filing the registration statement at the request of these stockholders pursuant to pre-existing contractual registration rights as to most of these shares. The Company will not receive any proceeds from any sales which may be made pursuant to the registration statement.

Sol Price is the father of Robert E. Price, the Company’s Chairman of the Board and Chief Executive Officer. As of December 31, 2006, Sol Price and Robert E. Price were members of a group that beneficially owned approximately 52.8% of the Company’s outstanding Common Stock. Edgar Zurcher, who is a member of the Company’s board of directors, is a director and stockholder of PSC, S.A.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy PriceSmart common stock. The offering of PriceSmart common stock will be made only by means of a prospectus.

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