UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2012
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PriceSmart, Inc.
(Exact name of registrant as specified in its charter)
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| 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
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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):
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| • | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| • | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| • | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b)) |
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| • | 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 June 7, 2012, PriceSmart, Inc. issued a press release regarding its sales for the month of May 2012 and its plans to plans to release third quarter 2012 financial results on Monday, July 9, 2012, after the market closes and to host a conference call at 12:00 p.m. Eastern time (9:00 a.m. Pacific time) on Tuesday, July 10, 2012, to discuss the financial results for the quarter ending May 31, 2012. 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 purpose 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.
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| (d) | | The following exhibit is furnished herewith: |
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Exhibit No. | | Description |
| 99.1 | | Press Release of PriceSmart, Inc. dated June 7 2012. |
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.
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| Date: June 7, 2012 | | /S/ JOHN M. HEFFNER |
| | | John M. Heffner |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer and |
| | | Principal Accounting Officer) |
EXHIBIT INDEX
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Exhibit Number | | Description |
| 99.1 | | Press Release of PriceSmart, Inc. dated June 7, 2012. |
PriceSmart Announces May Sales and Dates for Third Quarter 2012
Financial Results Earnings Release and Conference Call
San Diego, CA (June 7, 2012) - PriceSmart, Inc. (NASDAQ: PSMT) today announced that for the month of May 2012, net sales increased 16.1% to $163.4 million from $140.7 million in May a year earlier. For the nine months ended May 31, 2012, net sales increased 21.1% to $1,501.0 million from $1,239.2 million for the nine months ended May 31, 2011. There were 29 warehouse clubs in operation at the end of May 2012 and 28 warehouse clubs in operation at the end of May 2011.
For the five-week period ended June 3, 2012, comparable sales for the 28 warehouse clubs open at least 13 1/2 full months increased 13.2%, compared to the same five-week period last year. For the thirty-nine week period ended June 3, 2012, comparable warehouse sales increased 16.1%, compared to the comparable thirty-nine week period a year ago.
PriceSmart plans to release third quarter 2012 financial results on Monday, July 9, 2012, after the market closes. PriceSmart management will host a conference call at 12:00 p.m. Eastern time (9:00a.m. Pacific time) on Tuesday, July 10, 2012, to discuss the financial results. Individuals interested in participating in the conference call may do so by dialing (888) 551-9020 toll free, and entering participant code 6547874. A digital replay will be available through July 31, 2012, following the conclusion of the call by dialing (888) 203-1112 for domestic callers, or (719) 457-0820 for international callers, and entering replay passcode 6547874.
About PriceSmart
PriceSmart, headquartered in San Diego, owns and operates U.S.-style membership shopping warehouse clubs in Latin America and the Caribbean, selling high quality merchandise at low prices to PriceSmart members. PriceSmart now operates 29 warehouse clubs in 12 countries and one U.S. territory (five in Costa Rica; four each in Panama and Trinidad; three each in Guatemala and the Dominican Republic; two each in El Salvador and Honduras; and one each in Aruba, Barbados, Colombia, 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,” “anticipated,” “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'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 its business; the Company faces significant competition; future sales growth could be dependent upon the Company acquiring suitable sites for additional warehouse clubs; the Company may encounter difficulties in the shipment of, and risks inherent in the acquisition and importation of, merchandise to its warehouse clubs; the Company is exposed to weather and other natural disaster risks; 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 own approximately 31.1% of the Company's voting stock, which may make it difficult to complete some corporate transactions without their support and may impede 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; although the Company takes steps to continuously review, enhance, and implement improvements to its internal controls, there may be material weaknesses or significant deficiencies that the Company has not yet identified; as well as the other risks detailed in the Company's U.S. Securities and Exchange Commission (“SEC”) reports, including the Company's Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended August 31, 2011, filed pursuant to the Securities Exchange Act of 1934 on January 9, 2012. 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.
For further information, please contact John M. Heffner, Principal Financial Officer and Principal Accounting Officer (858) 404-8826.
