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EX-32.2 - EX-32.2 - PRICESMART INCc803-20170228xex32_2.htm
EX-32.1 - EX-32.1 - PRICESMART INCc803-20170228xex32_1.htm
EX-31.2 - EX-31.2 - PRICESMART INCc803-20170228xex31_2.htm
EX-31.1 - EX-31.1 - PRICESMART INCc803-20170228xex31_1.htm
EX-10.1 - EX-10.1 - PRICESMART INCc803-20170228xex10_1.htm

 



UNITED STATES

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 quarterly period ended February 28, 2017 

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  

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  

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  

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  



The registrant had 30,398,096 shares of its common stock, par value $0.0001 per share, outstanding at March 31, 2017.

 



 

 


 

 

PRICESMART, INC.



INDEX TO FORM 10-Q





 

 



 

Page

PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS



CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2017  (UNAUDITED) AND AUGUST 31, 2016



CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016 - UNAUDITED



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016 - UNAUDITED



CONSOLIDATED STATEMENTS OF EQUITY FOR THE SIX MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016 - UNAUDITED



CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016 - UNAUDITED



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

28 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

51 

ITEM 4.

CONTROLS AND PROCEDURES

53 

PART II - OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

54 

ITEM 1A.

RISK FACTORS

54 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

54 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

55 

ITEM 4.

MINE SAFETY DISCLOSURES

55 

ITEM 5.

OTHER INFORMATION

55 

ITEM 6.

EXHIBITS

56 

 



 

i


 

PART I—FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



PriceSmart, Inc.’s (“PriceSmart,” "we" or the “Company”) unaudited consolidated balance sheet as of February 28, 2017 and the consolidated balance sheet as of August 31, 2016, the unaudited consolidated statements of income for the three and six months ended February 28, 2017 and February 29, 2016, the unaudited consolidated statements of comprehensive income for the three and six months ended February 28, 2017 and February 29, 2016, the unaudited consolidated statements of equity for the six months ended February 28, 2017 and February 29, 2016, and the unaudited consolidated statements of cash flows for the six months ended February 28, 2017 and February 29, 2016, are included hereinAlso included herein are the notes to the unaudited consolidated financial statements.

 

1


 

PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)







 

 

 

 

 

 



 

 

 

 

 

 



 

February 28,

 

 

 



 

2017

 

August 31,



 

(Unaudited)

 

2016

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

181,990 

 

$

199,522 

Short-term restricted cash

 

 

816 

 

 

518 

Receivables, net of allowance for doubtful accounts of $7 as of February 28, 2017 and August 31, 2016, respectively

 

 

6,384 

 

 

7,464 

Merchandise inventories

 

 

296,984 

 

 

282,907 

Prepaid expenses and other current assets

 

 

20,922 

 

 

22,143 

Total current assets

 

 

507,096 

 

 

512,554 

Long-term restricted cash

 

 

2,709 

 

 

2,676 

Property and equipment, net

 

 

535,479 

 

 

473,045 

Goodwill

 

 

35,692 

 

 

35,637 

Deferred tax assets

 

 

12,251 

 

 

12,258 

Other non-current assets (includes $3,332 and $3,224 as of February 28, 2017 and August 31, 2016, respectively, for the fair value of derivative instruments)

 

 

52,966 

 

 

49,798 

Investment in unconsolidated affiliates

 

 

10,759 

 

 

10,767 

Total Assets

 

$

1,156,952 

 

$

1,096,735 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Short-term borrowings

 

$

6,561 

 

$

16,534 

Accounts payable

 

 

265,756 

 

 

267,173 

Accrued salaries and benefits

 

 

17,181 

 

 

19,606 

Deferred membership income

 

 

22,921 

 

 

20,920 

Income taxes payable

 

 

5,933 

 

 

4,226 

Other accrued expenses (includes $87 and $110 as of February 28, 2017 and August 31, 2016, respectively, for the fair value of foreign currency forward contracts)

 

 

22,620 

 

 

24,880 

Dividends payable

 

 

10,643 

 

 

 —

Long-term debt, current portion

 

 

14,623 

 

 

14,565 

Total current liabilities

 

 

366,238 

 

 

367,904 

Deferred tax liability

 

 

1,693 

 

 

1,760 

Long-term portion of deferred rent

 

 

8,961 

 

 

8,961 

Long-term income taxes payable, net of current portion

 

 

891 

 

 

970 

Long-term debt, net of current portion

 

 

101,942 

 

 

73,542 

Other long-term liabilities (includes $665 and $1,514 for the fair value of derivative instruments and $4,868 and $4,013 for post employment plans as of February 28, 2017 and August 31, 2016, respectively)

 

 

5,533 

 

 

5,527 

Total Liabilities

 

 

485,258 

 

 

458,664 



2


 





 

 

 

 

 

 



 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Common stock $0.0001 par value, 45,000,000 shares authorized; 31,264,387 and 31,237,658 shares issued and 30,404,645 and 30,401,307 shares outstanding (net of treasury shares) as of February 28, 2017 and August 31, 2016, respectively

 

 

 

 

Additional paid-in capital

 

 

417,776 

 

 

412,369 

Tax benefit from stock-based compensation

 

 

11,534 

 

 

11,321 

Accumulated other comprehensive loss

 

 

(104,811)

 

 

(103,951)

Retained earnings

 

 

381,864 

 

 

351,060 

Less: treasury stock at cost, 859,742 shares and 836,351 shares as of February 28, 2017 and August 31, 2016, respectively

 

 

(34,672)

 

 

(32,731)

Total Equity

 

 

671,694 

 

 

638,071 

Total Liabilities and Equity

 

$

1,156,952 

 

$

1,096,735 



See accompanying notes.

3


 

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)









 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

February 28,

 

February 29,

 

February 28,

 

February 29,



 

2017

 

2016

 

2017

 

2016

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net warehouse club sales

 

$

772,273 

 

$

758,987 

 

$

1,488,352 

 

$

1,449,818 

Export sales

 

 

8,172 

 

 

6,549 

 

 

18,906 

 

 

14,781 

Membership income

 

 

11,833 

 

 

11,285 

 

 

23,543 

 

 

22,751 

Other income

 

 

1,018 

 

 

1,110 

 

 

2,067 

 

 

2,512 

Total revenues

 

 

793,296 

 

 

777,931 

 

 

1,532,868 

 

 

1,489,862 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

Net warehouse club

 

 

659,802 

 

 

651,500 

 

 

1,268,292 

 

 

1,241,683 

Export

 

 

7,761 

 

 

6,225 

 

 

17,942 

 

 

14,057 

Selling, general and administrative:

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse club operations

 

 

67,784 

 

 

64,763 

 

 

133,210 

 

 

125,603 

General and administrative

 

 

18,212 

 

 

16,184 

 

 

35,014 

 

 

31,647 

Pre-opening expenses

 

 

 —

 

 

71 

 

 

(113)

 

 

376 

Loss/(gain) on disposal of assets

 

 

335 

 

 

52 

 

 

742 

 

 

65 

Total operating expenses

 

 

753,894 

 

 

738,795 

 

 

1,455,087 

 

 

1,413,431 

Operating income

 

 

39,402 

 

 

39,136 

 

 

77,781 

 

 

76,431 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

549 

 

 

280 

 

 

1,051 

 

 

458 

Interest expense

 

 

(1,644)

 

 

(1,536)

 

 

(3,298)

 

 

(2,909)

Other income (expense), net

 

 

915 

 

 

(552)

 

 

(13)

 

 

(796)

Total other income (expense)

 

 

(180)

 

 

(1,808)

 

 

(2,260)

 

 

(3,247)

Income before provision for income taxes and
income (loss) of unconsolidated affiliates

 

 

39,222 

 

 

37,328 

 

 

75,521 

 

 

73,184 

Provision for income taxes

 

 

(11,989)

 

 

(11,815)

 

 

(23,426)

 

 

(23,945)

Income (loss) of unconsolidated affiliates

 

 

(14)

 

 

429 

 

 

(7)

 

 

375 

Net income

 

 

27,219 

 

$

25,942 

 

$

52,088 

 

 

49,614 

Net income per share available for distribution:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.90 

 

$

0.85 

 

$

1.72 

 

$

1.63 

Diluted net income per share

 

$

0.90 

 

$

0.85 

 

$

1.72 

 

$

1.63 

Shares used in per share computations:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

30,004 

 

 

29,914 

 

 

29,993 

 

 

29,902 

Diluted

 

 

30,008 

 

 

29,919 

 

 

29,997 

 

 

29,907 

Dividends per share

 

$

0.70 

 

$

0.70 

 

$

0.70 

 

$

0.70 



See accompanying notes.

4


 

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED—AMOUNTS IN THOUSANDS)







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

February 28,

 

February 29,

 

February 28,

 

February 29,



 

2017

 

2016

 

2017

 

2016

Net income

 

$

27,219 

 

$

25,942 

 

$

52,088 

 

$

49,614 

Other Comprehensive Income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments (1)

 

$

9,237 

 

$

(10,420)

 

$

(1,629)

 

$

(10,892)

Defined benefit pension plan:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service cost and actuarial gains included in net periodic pensions cost

 

 

(7)

 

 

(4)

 

 

(14)

 

 

(8)

Total defined benefit pension plan

 

 

(7)

 

 

(4)

 

 

(14)

 

 

(8)

Derivative instruments: (2)

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

291 

 

 

(211)

 

 

783 

 

 

(331)

Total derivative instruments

 

 

291 

 

 

(211)

 

 

783 

 

 

(331)

Other comprehensive income (loss)

 

 

9,521 

 

 

(10,635)

 

 

(860)

 

 

(11,231)

Comprehensive income

 

$

36,740 

 

$

15,307 

 

$

51,228 

 

$

38,383 



(1)

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 non-remitted earnings of the Company's foreign subsidiaries.

(2)

See Note 7 - Derivative Instruments and Hedging Activities.



See accompanying notes.

5


 

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED—AMOUNTS IN THOUSANDS)







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Tax Benefit

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

Additional

 

From

 

Other

 

 

 

 

 

 

 

 

 

 

 



 

Common Stock

 

Paid-in

 

Stock Based

 

Comprehensive

 

Retained

 

Treasury Stock

 

Total



 

Shares

 

Amount

 

Capital

 

Compensation

 

Income(Loss)

 

Earnings

 

Shares

 

Amount

 

Equity

Balance at August 31, 2015

 

30,978 

 

$

 

$

403,168 

 

$

10,711 

 

$

(101,512)

 

$

283,611 

 

793 

 

$

(29,397)

 

$

566,584 

Purchase of treasury stock

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

27 

 

 

(1,956)

 

 

(1,956)

Issuance of restricted stock award

 

208 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

Exercise of stock options

 

 

 

 —

 

 

80 

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

80 

Stock-based compensation

 

 —

 

 

 —

 

 

4,578 

 

 

558 

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

5,136 

Dividend paid to stockholders

 

 —

 

 

 

 

 

 —

 

 

 —

 

 

 —

 

 

(10,629)

 

 —

 

 

 —

 

 

(10,629)

Dividend payable to stockholders

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(10,629)

 

 —

 

 

 —

 

 

(10,629)

Net income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

49,614 

 

 —

 

 

 —

 

 

49,614 

Other comprehensive income (loss)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(11,231)

 

 

 —

 

 —

 

 

 —

 

 

(11,231)

Balance at February 29, 2016

 

31,190 

 

$

 

$

407,826 

 

$

11,269 

 

$

(112,743)

 

$

311,967 

 

820 

 

$

(31,353)

 

$

586,969 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at August 31, 2016

 

31,238 

 

$

 

$

412,369 

 

$

11,321 

 

$

(103,951)

 

$

351,060 

 

836 

 

$

(32,731)

 

$

638,071 

Purchase of treasury stock

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

24 

 

 

(1,941)

 

 

(1,941)

Issuance of restricted stock award

 

23 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

Forfeiture of restricted stock awards

 

(2)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

Exercise of stock options

 

 

 

 —

 

 

229 

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

229 

Stock-based compensation

 

 —

 

 

 —

 

 

5,178 

 

 

213 

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

5,391 

Dividend paid to stockholders

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(10,641)

 

 —

 

 

 —

 

 

(10,641)

Dividend payable to stockholders

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(10,643)

 

 —

 

 

 —

 

 

(10,643)

Net income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

52,088 

 

 —

 

 

 —

 

 

52,088 

Other comprehensive income (loss)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(860)

 

 

 —

 

 —

 

 

 —

 

 

(860)

Balance at February 28, 2017

 

31,264 

 

$

 

$

417,776 

 

$

11,534 

 

$

(104,811)

 

$

381,864 

 

860 

 

$

(34,672)

 

$

671,694 



See accompanying notes.

6


 

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED—AMOUNTS IN THOUSANDS)







 

 

 

 

 

 



 

 

 

 

 

 



 

Six Months Ended



 

February 28,

 

February 29,



 

2017

 

2016

Operating Activities:

 

 

 

 

 

 

Net income

 

$

52,088 

 

$

49,614 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

22,562 

 

 

18,732 

(Gain)/loss on sale of property and equipment

 

 

742 

 

 

65 

Deferred income taxes

 

 

(1,412)

 

 

16 

Excess tax benefit on stock-based compensation

 

 

(213)

 

 

(558)

Equity in (gains) losses of unconsolidated affiliates

 

 

 

 

(375)

Stock-based compensation

 

 

5,178 

 

 

4,578 

Change in operating assets and liabilities:

 

 

 

 

 

 

Receivables, prepaid expenses and other current assets, non-current assets, accrued salaries and benefits, deferred membership income and other accruals

 

 

386 

 

 

(3,824)

Merchandise inventories

 

 

(14,077)

 

 

7,074 

Accounts payable

 

 

(817)

 

 

(5,742)

Net cash provided by (used in) operating activities

 

 

64,444 

 

 

69,580 

Investing Activities:

 

 

 

 

 

 

Additions to property and equipment

 

 

(87,020)

 

 

(32,177)

Deposits for land purchase option agreements

 

 

(300)

 

 

(75)

Proceeds from disposal of property and equipment

 

 

181 

 

 

129 

Investment in joint ventures

 

 

 —

 

 

(119)

Net cash provided by (used in) investing activities

 

 

(87,139)

 

 

(32,242)

Financing Activities:

 

 

 

 

 

 

Proceeds from long-term bank borrowings

 

 

35,700 

 

 

7,370 

Repayment of long-term bank borrowings

 

 

(7,231)

 

 

(6,747)

Proceeds from short-term bank borrowings

 

 

 —

 

 

5,650 

Repayment of short-term bank borrowings

 

 

(10,011)

 

 

(12,204)

Cash dividend payments

 

 

(10,641)

 

 

(10,629)

Excess tax benefit on stock-based compensation

 

 

213 

 

 

558 

Purchase of treasury stock

 

 

(1,941)

 

 

(1,956)

Proceeds from exercise of stock options

 

 

229 

 

 

80 

Net cash provided by (used in) financing activities

 

 

6,318 

 

 

(17,878)

Effect of exchange rate changes on cash and cash equivalents

 

 

(1,155)

 

 

(3,524)

Net increase (decrease) in cash and cash equivalents

 

 

(17,532)

 

 

15,936 

Cash and cash equivalents at beginning of period

 

 

199,522 

 

 

157,072 

Cash and cash equivalents at end of period

 

$

181,990 

 

$

173,008 



 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Dividends declared but not paid

 

$

10,643 

 

$

10,629 



See accompanying notes.



 

7


 

Table of Contents

PRICESMART, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

February 28, 2017

 

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 February 28, 2017, the Company had 39 consolidated warehouse clubs in operation in 12 countries and one U.S. territory (seven in Colombia; six in Costa Rica; five in Panama; four in Trinidad; three each in Guatemala, Honduras and the Dominican Republic;  two each in El Salvador and Nicaragua; and one each in Aruba, Barbados,  Jamaica, 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 opened a new warehouse club in Chia, Colombia in September 2016, fiscal year 2017, which the Company constructed on land acquired in May 2015, bringing the total of warehouse clubs operating in Colombia to seven.  In April 2015, the Company acquired land in Managua, Nicaragua.  The Company constructed and then opened a warehouse club on this site in November 2015.  On December 4, 2015 the Company signed an option to acquire two properties and then swap them for 59,353 square feet of land adjacent to our San Pedro Sula warehouse club in Honduras.  The Company exercised this option and completed the swap during May 2016. The Company used the acquired land to expand the parking lot for the San Pedro Sula warehouse club.  The expansion was completed in December 2016.  The Company, on February 1, 2017, acquired land in Santa Ana, Costa Rica upon which the Company plans to construct a new warehouse club. The Company currently plans to open this new warehouse club in the fall of 2017.  With the six warehouse clubs currently operating in Costa Rica, this new warehouse club will bring the number of PriceSmart warehouse clubs operating in Costa Rica to seven. The Company continues to explore other potential sites for future warehouse clubs in Central America, the Caribbean and Colombia.



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, 2016 (the “2016 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.



The Company has evaluated subsequent events through the date and time these financial statements were issued.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 





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 and the Company's investment in, and the Company's share of the income (loss) of, joint ventures recorded under the equity method.  All significant inter-company accounts and transactions have been eliminated in consolidation.  The interim consolidated financial statements have been prepared by the Company 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 periods presented.  The results for interim periods are not necessarily indicative of the results for the full year.  As of February 28, 2017, all of the Company's subsidiaries were wholly owned.  Additionally, the Company's ownership interest in real estate development joint ventures as of February 28, 2017 is listed below:







 

 

 

 

 

 

 



 

 

 

 

 

 

 

Real Estate Development Joint Ventures

 

Countries

 

Ownership

 

Basis of
Presentation

GolfPark Plaza, S.A.

 

Panama

 

50.0 

%

 

Equity(1)

Price Plaza Alajuela PPA, S.A.

 

Costa Rica

 

50.0 

%

 

Equity(1)



(1)

Joint venture interests are recorded as investment in unconsolidated affiliates on the consolidated balance sheets.



The Company determines whether any of the joint ventures in which it has made investments is a Variable Interest Entity (“VIE”) at the start of each new venture and if a reconsideration event has occurred.  At this time, the Company also considers whether it must consolidate a VIE and/or disclose information about its involvement in a VIE.  A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE's expected losses, receive a majority of the VIE's expected residual returns, or both.  A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE's expected losses, receive a majority of the VIE's expected residual returns, or both.  The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE.



Due to the initial nature of the joint ventures and the continued commitments for additional financing, the Company determined these joint ventures are VIEs.  Since all rights, obligations and the power to direct the activities of a VIE that most significantly impact the VIE's economic performance is shared equally by both parties within each joint venture, 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.  Under the equity method, the Company's investments in unconsolidated affiliates are initially recorded as an investment in the stock of an investee at cost and are adjusted for the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of the initial investment.



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.

 

Tax Receivables  The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income.  The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells.  If the output VAT exceeds the input VAT, then the difference is remitted to the government, usually on a monthly basis.  If the input VAT exceeds the output VAT, this creates a VAT receivable.  In most countries where the Company operates, the governments have implemented additional collection procedures, such as requiring credit and debit card processors to remit a portion of sales processed via credit and debit card directly to the government as advance payments of VAT and/or income tax.  In the case of VAT, these procedures alter the natural offset of input and output VAT and generally leave the Company with a net VAT receivable, forcing the Company to process significant refund claims on a recurring basis. With respect to income taxes paid, if the estimated income taxes paid or withheld exceed the actual income tax due, this creates an income tax receivable.  The Company either requests a refund of these tax receivables or applies the balance to expected future tax payments.  These refund or offset processes can take anywhere from several months to several years to complete.



In most countries where the Company operates, the tax refund process is defined and structured with regular refunds or offsets.  However, in three countries there is either not a clearly defined process or the government has alleged there is not a

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

clearly defined process to allow the authorities to refund VAT receivables. The Company, together with its tax and legal advisers, is currently appealing these interpretations in court and expects to prevail.  In one of these countries, where there is recent favorable jurisprudence, the government performed an audit to verify the amount of the VAT receivables as a required precursor to any refund.  The balance of the VAT receivables in these countries was $8.7 million and $7.6 million as of February 28, 2017 and August 31, 2016, respectively.  In another country in which the Company operates warehouse clubs, a new minimum income tax mechanism took effect in fiscal year 2015, which requires the Company to pay taxes based on a percentage of sales rather than income. As a result, the Company is making income tax payments substantially in excess of those it would expect to pay based on taxable income.  The current rules (which the Company has challenged in court) do not clearly allow the Company to obtain a refund or to offset this excess income tax against other taxes.  As of February 28, 2017, the Company had deferred tax assets of approximately $2.0 million in this country. Also, the Company had an income tax receivable balance of $3.5 million as of February 28, 2017 related to excess payments from fiscal years 2015, 2016 and 2017.  The Company has not placed any type of allowance on the recoverability of these tax receivables or deferred tax assets, because the Company believes that it is more likely than not that it will ultimately succeed in its refund requests, related appeals and/or court challenge on this matter.



The Company's policy for classification and presentation of VAT receivables, income tax receivables and other tax receivables is as follows:



·

Short-term VAT and Income tax receivables, recorded as Other current assets: This classification is used for any countries where the Company's subsidiary has generally demonstrated the ability to recover the VAT or income tax receivable within one year.  The Company also classifies as short-term any approved refunds or credit notes to the extent that the Company expects to receive the refund or use the credit notes within one year.



·

Long-term VAT and Income tax receivables, recorded as Other non-current assets:  This classification is used for amounts not approved for refund or credit in countries where the Company's subsidiary has not demonstrated the ability to obtain refunds within one year and/or for amounts which are subject to outstanding disputes.  An allowance is provided against VAT and income tax receivable balances in dispute when the Company does not expect to eventually prevail in its recovery. The Company does not currently have any allowances provided against VAT and income tax receivables.



The following table summarizes the VAT receivables reported by the Company (in thousands):







 

 

 

 

 

 



 

 

 

 

 

 



 

February 28,

 

August 31,



 

2017

 

2016

Prepaid expenses and other current assets

 

$

1,702 

 

$

1,635 

Other non-current assets

 

 

34,060 

 

 

32,502 

Total amount of VAT receivable reported

 

$

35,762 

 

$

34,137 



The following table summarizes the Income tax receivables reported by the Company (in thousands):







 

 

 

 

 

 



 

 

 

 

 

 



 

February 28,

 

August 31,



 

2017

 

2016

Prepaid expenses and other current assets

 

$

4,756 

 

$

6,402 

Other non-current assets

 

 

12,037 

 

 

10,376 

Total amount of income tax receivable reported

 

$

16,793 

 

$

16,778 



 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.



Stock Based Compensation  The Company offers three types of equity awards: stock options (“options”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).  Compensation related to options is accounted for by applying the valuation technique based on the Black-Scholes model. Compensation related to RSAs and RSUs 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

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Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

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 an operating cash flow.



RSAs 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.  Shares of common stock subject to RSUs are not issued nor outstanding until vested, and RSUs do not have the same dividend and voting rights as common stock.  However, all outstanding RSUs have accompanying dividend equivalents, requiring payment to the employees and directors with unvested RSUs of amounts equal to the dividend they would have received had the shares of common stock underlying the RSUs been actually issued and outstanding.  Payments of dividend equivalents to employees are recorded as compensation expense.



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, consisted of 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 did not make any significant transfers in and out of Level 1 and Level 2 fair value tiers during the periods reported on herein.



Non-financial assets and liabilities are revalued and recognized at fair value subsequent to initial recognition when there is evidence of impairment.  For the periods reported, no impairment of such non-financial assets was recorded.



The Company’s current financial assets and liabilities have fair values that approximate their carrying values.  The Company’s long-term financial assets have fair values that approximate their carrying values.  The Company’s long-term financial liabilities consist of long-term debt, which is recorded on the balance sheet at issuance price and adjusted for any applicable unamortized discounts or premiums and debt issuance costs.  There have been no significant changes in fair market value of the Company’s current and long-term financial assets, and there have been no material changes to the valuation techniques utilized in the fair value measurement of assets and liabilities as disclosed in the Company’s 2016 Form 10-K.



Derivatives Instruments and Hedging Activities – 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.  The Company did not change valuation techniques utilized in the fair value measurement of assets and liabilities presented on the Company’s consolidated balance sheets from previous practice during the reporting period.  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.



Cash Flow Instruments.  The Company is a party to receive floating interest rate, pay fixed-rate interest rate swaps to hedge the interest rate risk of certain U.S. dollar denominated debt within its international subsidiaries.  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 variable interest rate, pay fixed interest rate cross-currency interest rate swaps to hedge the interest rate and currency exposure associated with the expected payments of principal and interest of U.S.

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Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

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 recorded in accumulated other comprehensive loss are released to earnings in the same period that the hedged transaction impacts consolidated earnings.  See Note 7 - Derivative Instruments and Hedging Activities for information on the fair value of interest rate swaps and cross-currency interest rate swaps as of February 28, 2017 and August 31, 2016.



Fair Value Instruments.  The Company is exposed to foreign-currency exchange rate fluctuations in the normal course of business.  This includes exposure to foreign-currency exchange rate fluctuations on U.S. dollar denominated liabilities within the Company’s 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 flows 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, and as such the Company does not apply derivative hedge accounting to record these transactions.  As a result, these contracts are valued at fair value with unrealized gains or losses reported in earnings during the period of the change.  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 and are limited to less than one year in duration.  See Note 7 - Derivative Instruments and Hedging Activities for information on the fair value of open, unsettled forward foreign-exchange contracts as of February 28, 2017 and August 31, 2016.

 

Insurance Reimbursements – Receipts from insurance reimbursements up to the amount of the losses recognized are considered recoveries.  These recoveries are accounted for when they are probable of receipt.  Insurance recoveries are not recognized prior to the recognition of the related cost.  Anticipated proceeds in excess of the amount of loss recognized are considered gains and are subject to gain contingency guidance.  Anticipated proceeds in excess of a loss recognized in the financial statements are not recognized until all contingencies related to the insurance claim are resolved.



The Company’s Guatemala Pradera warehouse club experienced a fire in its merchandise receiving department during the early morning hours of June 4, 2015.  No members or employees were in the warehouse club at the time.  The fire was extinguished, but caused considerable smoke and some fire damage.  The warehouse club was closed for nine days and reopened on June 13, 2015.  The Company is insured for these costs and filed an insurance claim with its insurance provider. As of August 31, 2015, the Company's receivable related to this insurance claim was approximately $2.6 million.  The Company’s insurance policy also addresses coverage for business interruption.  During the fourth quarter of fiscal year 2015, the Company filed a claim with its insurance carrier for approximately $332,000 related to business interruption for which the Company did not record a receivable.



The Company received the final insurance settlement payments of approximately $3.1 million during the quarter ended November 30, 2015.  As a result, the Company recorded a credit to cost of goods sold of approximately $165,000 during the period that reflects the reversal of the inventory written off previously and now covered under the claim and gain on the disposal of assets for $85,000 that included reimbursement from the insurance for assets disposed of in fiscal year 2015.  Additionally, the Company recorded during the quarter ended November 30, 2015 other income from insurance proceeds of approximately $202,000 during the period that reflects the amount reimbursed to the Company for business interruption coverage, net of taxes and other miscellaneous amounts charged to the Company by the insurance company for storage of the damaged inventory.

 

Foreign Currency Translation – 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 transactions recorded involving these monetary assets and liabilities, are recorded as Other income (expense) in the consolidated statements of income.



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Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table summarizes the amounts recorded for the three and six months ended February 28, 2017 and February 29, 2016 (in thousands):







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

February 28,

 

February 29,

 

February 28,

 

February 29,



 

2017

 

2016

 

2017

 

2016

Currency gain (loss)

 

$

915 

 

$

(552)

 

$

(13)

 

$

(796)



 

Recent Accounting Pronouncements – Not Yet Adopted



FASB ASC 230 ASU 2016-18- Statement of Cash Flows (Topic 230)—Restricted Cash



In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230)—Restricted Cash. This ASU addresses the diversity in practice that exists regarding the classification and the presentation of changes in restricted cash on the statement of cash flows.



The amendments in ASU No. 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Thus, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and the end-of-period total amounts set forth on the statement of cash flows. The amendments in this ASU are effective for annual periods beginning after December 15, 2017 and interim periods within those fiscal years and will be applied using a retrospective transition method to each period presented.  The adoption of this ASU will impact the presentation of cash flows with inclusion of restricted cash flows for each of the presented periods.



FASB ASC 740 ASU 2016-16- Income Taxes (Topic 740)—Intra-Entity Transfers of Assets Other Than Inventory



In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740)—Intra-Entity Transfers of Assets Other Than Inventory. Currently, U.S. GAAP prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset has been sold to an outside party. ASU 2016-16 states that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.



The amendments in this ASU are effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company will evaluate the impact adoption of this guidance may have on the Company’s consolidated financial statements. 



FASB ASC 230 ASU 2016-15- Statement of Cash Flows (Topic 230)—Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force)



In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses stakeholders’ concerns regarding diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. In particular, ASU No. 2016-15 addresses eight specific cash flow issues in an effort to reduce this diversity in practice: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle.



The amendments in this ASU are effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The amendments in this ASU should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company will evaluate the impact adoption of this guidance may have on the Company's consolidated financial statements.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 





FASB ASC 718 ASU 2016-09 - Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting 



In March 2016, the FASB issued amendments to the guidance on employee share-based payment accounting intended to improve the accounting for employee share-based payments. This ASU simplifies several aspects of the accounting for share-based payment award transactions, including:



·

The income tax consequences,

·

Classification of awards as either equity or liabilities, and

·

Classification on the statement of cash flows



The amendments in this ASU are effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted in any interim or annual period.



Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted.  Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively.  Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively.  An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method.



The Company plans to adopt this guidance at the beginning of its first quarter of fiscal year 2018. Adoption of this guidance will likely be material to the provision for income taxes on the Company’s consolidated income statements and earnings per share amounts for the change in the recognition of excess tax benefits or deficiencies. This may create increased volatility in the provision for income tax amounts reported during the interim periods and fiscal year 2018. Previously these amounts were reflected in equity. Additionally, cash paid by the employer when directly withholding shares for tax-withholding purposes will be classified as a financing activity and any excess tax benefits will be classified along with other income tax cash flows as an operating activity.  Adoption of this guidance is not expected to have a material effect on the consolidated balance sheets, statements of cash flows or related disclosures.



FASB ASC 842 ASU 2016-02 -Leases (Topic 842): Amendments to the FASB Accounting Standards Codification



In February 2016, the FASB issued amendments to the guidance on lease accounting.  Under the new guidance, for all leases longer than 12 months, a lessee will be required to record a lease liability for all payments arising from a lease and also record a right of use asset for the term of the lease. Under the new guidance lessor accounting is largely unchanged.



The amendment in this ASU is effective on a prospective or modified retrospective basis for public entities for fiscal years and interim periods within those annual periods beginning after December 15, 2018.  Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP.



The Company plans to adopt this guidance at the beginning of its first quarter of fiscal year 2020. While the Company continues to evaluate this standard and the effect on related disclosures, the primary effect of adoption will be to record right-of-use assets and corresponding lease obligations for current operating leases. The adoption is expected to have a material impact on the Company's consolidated balance sheets, but not on results of operations or cash flows.



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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

FASB ASC 330 ASU 2015-11 -Inventory (Topic 330): Simplifying the Measurement of Inventory



In July 2015, the FASB issued guidance that will require an entity to measure in-scope inventory at the lower of cost and net realizable value.  Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This amendment applies to entities, like the Company, that measure inventory value using the average cost method.  The amendments in this ASU more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards.



The amendment in this ASU is effective on a prospective basis for public entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.  Early application is permitted as of the beginning of an interim or annual reporting period.  The Company will evaluate the impact adoption of this guidance may have on the Company's consolidated financial statements.



FASB ASC 606 ASU 2014-09 - Revenue from Contracts with Customers



In May 2014, the FASB issued amended guidance on contracts with customers to transfer goods or services or contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts).  The guidance requires an entity to recognize revenue on contracts with customers relating to the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The guidance requires that an entity depict the consideration by applying the following steps:



Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.



The amendments in this ASU were deferred by ASU 2015-14 for all entities by one year and is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.  This amendment is to be either retrospectively adopted to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application.  The Company plans to adopt this guidance at the beginning of its first quarter of fiscal year 2019 and is in the process of evaluating the impact and method of adoption of the standard and its related amendments. The Company is reviewing current accounting policies, business processes, systems and controls to identify potential differences or changes that would result from applying the new standard. The Company is still evaluating whether or not there will be a material impact on the Company's consolidated financial statements and related disclosures as a result of adopting this standard.



Recent Accounting Pronouncements Adopted



FASB ASC 740 ASU 2015-17 -Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes



In November 2015, the FASB issued amended guidance eliminating the requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet.  Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent.



The amendment in this ASU is effective on a prospective or retrospective basis for public entities for fiscal years and interim periods within those annual periods beginning after December 15, 2016.  Early adoption is allowed.  The Company retrospectively adopted this amended guidance during the second quarter of fiscal year 2016 and now presents all deferred taxes as either long-term assets or long-term liabilities. The Company disclosed within its Annual Report on Form 10-K filed for fiscal year 2016 and within the Quarterly Reports on Form 10-Q for the quarterly periods for fiscal year 2016 the financial impact to the Consolidated Balance Sheet. 



FASB ASC 350 ASU 2015-05 - Customers Accounting for Fees Paid in a Cloud Computing Arrangement



In April 2015, the FASB issued amended guidance about whether a cloud computing arrangement includes a software license.  If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses.  If a cloud computing arrangement does

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

not include a software license, the customer should account for the arrangement as a service contract.  The amendments do not change the accounting for a customer’s accounting for service contracts.



The amendments in this ASU are effective for public entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015.  Early adoption was permitted.  An entity was able to adopt the amendments either: (1) prospectively to all arrangements entered into or materially modified after the effective date; or (2) retrospectively.  The Company adopted this amended guidance as of September 1, 2016.  Adoption of this guidance did not generate a change in accounting principle, changes in financial statement line items, or the requirement to prospectively or retrospectively adopt a method of transition.







NOTE 3 – EARNINGS PER SHARE



The Company presents basic net 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 net 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 2013 Equity Incentive Award Plan.  The Company determines the diluted net income per share by using the more dilutive of the two class-method or the treasury stock method and by including the basic weighted average of outstanding stock options in the calculation of diluted net income per share under the two-class method and including all potential common shares assumed issued in the calculation of diluted net income per share under the treasury stock method.



The following table sets forth the computation of net income per share for the three and six months ended February 28, 2017 and February 29, 2016 (in thousands, except per share amounts):







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

February 28,

 

February 29,

 

February 28,

 

February 29,



 

2017

 

2016

 

2017

 

2016

Net income

 

$

27,219 

 

$

25,942 

 

$

52,088 

 

$

49,614 

Less: Allocation of income to unvested stockholders

 

 

(345)

 

 

(371)

 

 

(758)

 

 

(742)

Net earnings available to common stockholders

 

$

26,874 

 

$

25,571 

 

$

51,330 

 

$

48,872 

Basic weighted average shares outstanding

 

 

30,004 

 

 

29,914 

 

 

29,993 

 

 

29,902 

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

 

 

 

 

 

 

 

 

Diluted average shares outstanding

 

 

30,008 

 

 

29,919 

 

 

29,997 

 

 

29,907 

Basic net income per share

 

$

0.90 

 

$

0.85 

 

$

1.72 

 

$

1.63 

Diluted net income per share

 

$

0.90 

 

$

0.85 

 

$

1.72 

 

$

1.63 

 

NOTE 4 – STOCKHOLDERS’ EQUITY



Dividends



The following table summarizes the dividends declared and paid during fiscal years 2017 and 2016 (amounts are per share).  







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

First Payment

 

Second Payment

Declared

 

Amount

 

Record
Date

 

Date
Paid

 

Date
Payable

 

Amount

 

Record
Date

 

Date
Paid

 

Date
Payable

 

Amount

2/1/2017

  

$

0.70 

  

2/15/2017

  

2/28/2017

  

N/A

  

$

0.35 

  

8/15/2017

  

N/A

  

8/31/2017

  

$

0.35 

2/3/2016

  

$

0.70 

  

2/15/2016

  

2/29/2016

  

N/A

  

$

0.35 

  

8/15/2016

  

8/31/2016

  

N/A

  

$

0.35 



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

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

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 tables disclose the effects of each component of other comprehensive income (loss), net of tax (in thousands):





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Six Months Ended February 28, 2017



 

Foreign
currency
translation
adjustments

 

Defined
benefit
pension
plans

 

Derivative
Instruments

 

Total

Beginning balance, September 1, 2016

 

$

(102,242)

 

$

(315)

 

$

(1,394)

(1)

$

(103,951)

Other comprehensive income (loss)

 

 

(1,629)

 

 

 —

 

 

783 

 

 

(846)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 —

 

 

(14)

(2)

 

 —

 

 

(14)

Ending balance, February 28, 2017

 

$

(103,871)

 

$

(329)

 

$

(611)

 

$

(104,811)

 





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Six Months Ended February 29, 2016



 

Foreign
currency
translation
adjustments

 

Defined
benefit
pension
plans

 

Derivative
Instruments

 

Total

Beginning balance, September 1, 2015

 

$

(100,540)

 

$

(113)

 

$

(859)

 

$

(101,512)

Other comprehensive income (loss)

 

 

(10,892)

 

 

 —

 

 

(331)

(1)

 

(11,223)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 —

 

 

(8)

(2)

 

 —

 

 

(8)

Ending balance, February 29, 2016

 

$

(111,432)

 

$

(121)

 

$

(1,190)

 

$

(112,743)

 





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Twelve Months Ended August 31, 2016



 

Foreign
currency
translation
adjustments

 

Defined
benefit
pension
plans

 

Derivative
Instruments

 

Total

Beginning balance, September 1, 2015

 

$

(100,540)

 

$

(113)

 

$

(859)

 

$

(101,512)

Other comprehensive income (loss)

 

 

(1,702)

 

 

(182)

 

 

(535)

(1)

 

(2,419)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 —

 

 

(20)

(2)

 

 —

 

 

(20)

Ending balance, August 31, 2016

 

$

(102,242)

 

$

(315)