Form 8-K - Current report

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, 2025

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 and 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):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	PSMT	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On January 8, 2025, PriceSmart, Inc. issued a press release regarding the results of operations for its first quarter ended November 30, 2024. 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. Exhibits.

(d)The following exhibit is furnished herewith:


Exhibit Number						Description
99.1						Press Release of PriceSmart, Inc. dated January 8 , 2025.
104						The cover page from this Current report on Form 8-K, formatted in Inline XBRL.

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 8, 2025			/s/ MICHAEL L. MCCLEARY
			Michael L. McCleary Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX


Exhibit Number						Description
99.1						Press Release of PriceSmart, Inc. dated January 8, 2025.
104						The cover page from this Current report on Form 8-K, formatted in Inline XBRL.

PRICESMART ANNOUNCES FISCAL 2025 FIRST QUARTER OPERATING RESULTS

NET MERCHANDISE SALES GREW 7.8%

COMPARABLE NET MERCHANDISE SALES INCREASED 5.7%

$1.21 EARNINGS PER DILUTED SHARE

San Diego, CA (January 8, 2025) - PriceSmart, Inc. ("PriceSmart" or the "Company") (NASDAQ: PSMT), operator of 54 warehouse clubs in 12 countries and one U.S. territory, today announced results for the fiscal first quarter of 2025, which ended on November 30, 2024.

First Quarter Financial Results

Total revenues for the first quarter of fiscal year 2025 increased 7.8% to $1.26 billion compared to $1.17 billion in the comparable period of the prior year. For the first quarter of fiscal year 2025, net merchandise sales increased 7.8% to $1.22 billion from $1.14 billion in the first quarter of fiscal year 2024. Net merchandise sales - constant currency increased 8.2% over the comparable prior year period. Foreign currency exchange rate fluctuations impacted net merchandise sales negatively by $4.7 million, or 0.4%, versus the same period in the prior year.

The Company had 54 warehouse clubs in operation as of November 30, 2024 compared to 53 warehouse clubs in operation as of November 30, 2023.

Comparable net merchandise sales for the 52 warehouse clubs that have been open for greater than 13 ½ calendar months increased 5.7% for the 13-week period ended December 1, 2024 compared to the comparable 13-week period of the prior year. Comparable net merchandise sales - constant currency for the 13 weeks ended December 1, 2024 increased 6.1%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales negatively by 0.4% versus the same period in the prior year.

The Company recorded operating income during the fiscal first quarter of $58.3 million compared to operating income of $58.2 million in the prior year period. Net income decreased 1.6% to $37.4 million, or $1.21 per diluted share, in the first quarter of fiscal year 2025 compared to $38.0 million, or $1.24 per diluted share, in the first quarter of fiscal year 2024.

Adjusted EBITDA for the first quarter of fiscal year 2025 was $79.1 million compared to $77.8 million in the same period last year.

Note Regarding Non-GAAP (Generally Accepted Accounting Principles) Financial Measures

The foregoing discussion of the Company’s operating results includes references to adjusted EBITDA, net merchandise sales - constant currency and comparable net merchandise sales - constant currency, which are non-GAAP financial measures. We believe these supplemental measures are useful to investors and analysts because they exclude items that we do not believe are indicative of our core operating performance. These non-GAAP financial measures are defined and reconciled to the most comparable GAAP measures later in this document.

Conference Call Information

PriceSmart management will host a conference call at 12:00 p.m. Eastern time (9:00 a.m. Pacific time) on Friday, January 10, 2025, to discuss the financial results. Individuals interested in participating in the conference call may do so by dialing toll free (800) 549-8228 or (646) 564-2877 for international callers and asking to join the PriceSmart earnings call. A digital replay will be available shortly following the conclusion of the call through Friday, January 17, 2025 by dialing (888) 660-6264 for domestic callers, or (646) 517-3975 for international callers, and entering replay passcode 20154#.

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 and services at low prices to PriceSmart Members. PriceSmart operates 54 warehouse clubs in 12 countries and one U.S. territory (ten in Colombia; eight in Costa Rica; seven in Panama; six in Guatemala; five in Dominican Republic; four each in Trinidad and El Salvador; three in Honduras; two each in Nicaragua and Jamaica; and one each in Aruba, Barbados and the United States Virgin Islands). In addition, the Company plans to open one warehouse club in Cartago, Costa Rica in the spring of 2025 and one warehouse club in Quetzaltenango, Guatemala in the summer of 2025. Once these two new clubs are open, the Company will operate 56 warehouse clubs.

This press release may contain forward-looking statements concerning PriceSmart, Inc.'s ("PriceSmart", the "Company" or "we") anticipated future revenues and earnings, adequacy of future cash flows, future dividends, omni-channel initiatives, proposed warehouse club openings, the Company's performance relative to competitors 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," "intend," and like expressions, and the negative thereof. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, but not limited to: various political, economic and compliance risks associated with our international operations, adverse changes in economic conditions in our markets, natural disasters, volatility in currency exchange rates and illiquidity of certain local currencies in our markets, competition, consumer and small business spending patterns, political instability, increased costs associated with the integration of online commerce with our traditional business, whether the Company can successfully execute strategic initiatives, our reliance on third party service providers, including those who support transaction and payment processing, data security and other technology services, cybersecurity breaches that could cause disruptions in our systems or jeopardize the security of Member, employee or business information, cost increases from product and service providers, interruption of supply chains, novel coronavirus (COVID-19) related factors and challenges, exposure to product liability claims and product recalls, recoverability of moneys owed to PriceSmart from governments, and other important factors discussed in the Risk Factors section of the Company's most recent Annual Report on Form 10-K, and other factors discussed from time to time in other filings with the SEC, which are accessible on the SEC's website at www.sec.gov, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date that they are made, and the Company does not undertake to update them, except as required by law. In addition, these risks are not the only risks that the Company faces. The Company could also be affected by additional factors that apply to all companies operating globally and in the U.S., as well as other risks that are not presently known to the Company or that the Company considers to be immaterial.

For further information, please contact Michael L. McCleary, EVP, Chief Financial Officer and Principal Accounting Officer (858) 404-8826 or send an email to ir@pricesmart.com.

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF INCOME

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


	Three Months Ended
		November 30, 2024		November 30, 2023
Revenues:
Net merchandise sales		$	1,223,859	$	1,135,014
Export sales		9,618		10,009
Membership income		20,199		17,749
Other revenue and income		4,268		3,703
Total revenues		1,257,944		1,166,475
Operating expenses:
Cost of goods sold:
Net merchandise sales		1,029,877		952,728
Export sales		9,013		9,550

Selling, general and administrative:
Warehouse club and other operations		117,855		109,965
General and administrative		42,565		35,439

Pre-opening expenses		22		487
Loss on disposal of assets		352		93
Total operating expenses		1,199,684		1,108,262
Operating income		58,260		58,213
Other income (expense):
Interest income		2,220		2,866
Interest expense		(2,695)		(2,816)
Other expense, net		(6,856)		(2,126)
Total other expense		(7,331)		(2,076)
Income before provision for income taxes and income (loss) of unconsolidated affiliates		50,929		56,137
Provision for income taxes		(13,496)		(18,153)
Income (loss) of unconsolidated affiliates		(5)		63


Net income		$	37,428	$	38,047
Net income per share available for distribution:
Basic		$	1.21	$	1.24
Diluted		$	1.21	$	1.24
Shares used in per share computations:
Basic		30,019		30,269
Diluted		30,020		30,269

PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)


	November 30, 2024 (Unaudited)		August 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	120,943	$	125,364
Short-term restricted cash	3,309		1,383
Short-term investments	101,252		100,165
Receivables, net of allowance for credit losses of $52 as of November 30, 2024 and August 31, 2024	23,606		18,847
Merchandise inventories	585,850		528,678
Prepaid expenses and other current assets (includes $1,754 and $4,480 as of November 30, 2024 and August 31, 2024, respectively, for the fair value of derivative instruments)	57,564		57,910
Total current assets	892,524		832,347
Long-term restricted cash	12,209		9,564
Property and equipment, net	934,087		936,108
Operating lease right-of-use assets, net	100,202		96,415
Goodwill	43,215		43,197
Deferred tax assets	34,801		36,618
Other non-current assets (includes $2,962 and $1,482 as of November 30, 2024 and August 31, 2024, respectively, for the fair value of derivative instruments)	63,767		61,563
Investment in unconsolidated affiliates	6,877		6,882
Total Assets	$	2,087,682	$	2,022,694
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings	$	7,764	$	8,007
Accounts payable	537,076		485,961
Accrued salaries and benefits	37,241		48,263
Deferred income	38,999		38,079
Income taxes payable	4,018		6,516
Other accrued expenses and other current liabilities (includes $0 and $1,179 as of November 30, 2024 and August 31, 2024, respectively, for the fair value of derivative instruments)	52,898		50,035
Operating lease liabilities, current portion	7,519		7,370

Long-term debt, current portion	22,055		35,917
Total current liabilities	707,570		680,148
Deferred tax liability	1,048		1,644
Long-term income taxes payable, net of current portion	4,712		4,762
Long-term operating lease liabilities	107,556		103,890
Long-term debt, net of current portion	93,567		94,443
Other long-term liabilities (includes $1,561 and $2,100 for the fair value of derivative instruments and $13,090 and $12,742 for post-employment plans as of November 30, 2024 and August 31, 2024, respectively)	14,651		14,842
Total Liabilities	929,104		899,729


Stockholders' Equity:
Common stock $0.0001 par value, 45,000,000 shares authorized; 32,633,540 and 32,570,858 shares issued and 30,662,345 and 30,635,556 shares outstanding (net of treasury shares) as of November 30, 2024 and August 31, 2024, respectively	3		3
Additional paid-in capital	519,035		514,542
Accumulated other comprehensive loss	(167,606)		(164,590)
Retained earnings	927,700		890,272
Less: treasury stock at cost, 1,971,195 shares as of November 30, 2024 and 1,935,302 shares as of August 31, 2024	(120,554)		(117,262)
Total Stockholders' Equity	1,158,578		1,122,965
Total Liabilities and Equity	$	2,087,682	$	2,022,694

Reconciliation of Non-GAAP Financial Measures

The following tables calculate the Company’s adjusted EBITDA, net merchandise sales - constant currency and comparable net merchandise sales - constant currency, all of which are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. These measures are customary for our industry and commonly used by competitors. However, these non-GAAP financial measures should not be reviewed in isolation or considered as an alternative to any other performance measure derived in accordance with GAAP and may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

Adjusted EBITDA

Adjusted EBITDA is defined as net income before interest expense, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including interest income and other income (expense), net. The following is a reconciliation of our Net income to Adjusted EBITDA for the periods presented:


	Three Months Ended
(Amounts in thousands)		November 30, 2024		November 30, 2023
Net income as reported		$	37,428	$	38,047
Adjustments:
Interest expense		2,695		2,816
Provision for income taxes		13,496		18,153
Depreciation and amortization		20,862		19,494
Interest income		(2,220)		(2,866)
Other expense, net (1)		6,856		2,126




Adjusted EBITDA		$	79,117	$	77,770

(1) Primarily consists of transaction costs of converting the local currencies into available tradable currencies in some of our countries with liquidity issues and foreign currency losses or gains due to the revaluation of monetary assets and liabilities (primarily U.S. dollars) for the three months ended November 30, 2024 and 2023.

Net Merchandise Sales - Constant Currency and Comparable Net Merchandise Sales – Constant Currency

As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. The translation of the operations of our foreign-based entities from their local currencies into U.S. dollars is sensitive to changes in foreign currency exchange rates and can have a significant impact on our reported financial results. We believe that constant currency is a useful measure, indicating the actual growth of our operations. When we use the term "net merchandise sales - constant currency," it means that we have translated current year net merchandise sales at prior year monthly average exchanges rates. Net merchandise sales - constant currency results exclude the effects of foreign currency translation. Similarly, when we use the term "comparable net merchandise sales - constant currency," it means that we have translated current year comparable net merchandise sales at prior year monthly average exchanges rates. Comparable net merchandise sales - constant currency results exclude the effects of foreign currency translation.

Net merchandise sales growth rate on a net merchandise sales - constant currency basis is calculated as follows:


		November 30, 2024
	Three Months Ended
(Amounts in thousands, except % growth)		Net Merchandise Sales		% Growth
Net merchandise sales		$	1,223,859	7.8	%
Unfavorable impact of foreign currency exchange		(4,669)		(0.4)	%
Net merchandise sales on a constant-currency basis		$	1,228,528	8.2	%

Comparable net merchandise sales growth rate on a net merchandise sales - constant currency basis is calculated as follows:


	December 1, 2024
	Thirteen Weeks Ended
	% Growth
Comparable net merchandise sales	5.7	%
Unfavorable impact of foreign currency exchange	(0.4)	%
Comparable net merchandise sales on a constant-currency basis	6.1	%

Cover	Jan. 08, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 08, 2025
Entity Registrant Name	PriceSmart, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-22793
Entity Tax Identification Number	33-0628530
Entity Address, Address Line One	9740 Scranton Road
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	404-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	PSMT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001041803
Amendment Flag	false