PriceSmart Announces February
SEC Extension of
Section 404 Compliance Dates Applicable to the Company Also Announced
San Diego, CA, March 9, 2005 – PriceSmart, Inc. (NASDAQ:PSMT) today
announced that for the month of February 2005, net sales increased 10.9% to $48.4
million from $43.7 million in February a year earlier. For the six months ended
For the five weeks ended
The Company also announced that it will have an additional year before
it will be required to comply with Securities and Exchange Commission rules
implementing Section 404 of the Sarbanes-Oxley Act. The Company is one of a number of companies covered
by a one-year extension of compliance dates for “non-accelerated filers”
announced by the SEC on
The Company has determined that it will be a “non-accelerated filer” for
the fiscal year ending
The Company previously announced that it was beginning to explore
possible transactions that would result in the termination of its SEC reporting
requirements, in part because of the significant additional expense, as well as
diversion of management time and attention, associated with implementing and
ongoing Section 404 compliance procedures.
Because the one-year extension applies to PriceSmart, the Company now
has additional time to consider possible alternatives, and to implement any
such transaction, before it would have to comply with
the rules implementing Section 404.
The now-deferred SEC rules implementing Section 404 require companies to
include in their annual reports management’s assessment of internal controls
over financial reporting and accompanying auditors
reports regarding management’s assessment.
About PriceSmart
PriceSmart, headquartered
in
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 loss in fiscal 2003, in fiscal 2004 and the first quarter of
fiscal 2005 and may continue to incur losses in future periods; the Company is
required to comply with financial covenants governing its outstanding
indebtedness and is out of compliance with certain covenants, which gives
lenders the right to accelerate the Company’s indebtedness; the Company’s
financial performance is dependent on international operations; any failure by
the Company to manage its widely dispersed operations could adversely affect
its business; although the Company has taken steps to significantly improve its
internal controls, there may be material weaknesses or significant deficiencies
that the Company has not yet identified; the Company is currently defending
litigation relating to its financial restatement; the Company faces significant
competition; the Company may encounter difficulties in the shipment of and
inherent risks in the importation of merchandise to its warehouse clubs; the
success of the Company’s business requires effective assistance from local
business people; 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 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-Q filed pursuant to
the Securities Exchange Act of 1934 on January 14, 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 have been reclassified to conform 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.