8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2022

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):

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

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 ☐

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.  ☐    
‎

Item 2.02. Results of Operations and Financial Condition.

On April 7, 2022, PriceSmart, Inc. issued a press release regarding the results of operations for its second quarter ended February 28, 2022. 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 ‎No.		Description
99.1		Press Release of PriceSmart, Inc. dated April 7, 2022.
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: April 7, 2022	/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 April 7, 2022.
104	The cover page from this Current report on Form 8-K, formatted in Inline XBRL.

EX-99.1

PRICESMART ANNOUNCES RECORD FISCAL 2022 SECOND QUARTER OPERATING RESULTS

NET MERCHANDISE SALES EXCEED $1 BILLION

NET MERCHANDISE SALES GREW BY 12.6%

COMPARABLE NET MERCHANDISE SALES GREW BY 10.3%

MEMBERSHIP BASE AND RENEWAL RATE INCREASED TO RECORD LEVELS

OPERATING INCOME INCREASED BY 7.4%

$1.03 DILUTED EARNINGS PER SHARE

San Diego, CA (April 7, 2022) - PriceSmart, Inc. (NASDAQ: PSMT), operator of 49 warehouse clubs in 12 countries and one U.S. territory, today announced record operating results for the fiscal second quarter of 2022, which ended on February 28, 2022.

Comments from Sherry S. Bahrambeygui, Chief Executive Officer:

“Our team achieved a record second quarter, with net merchandise sales of more than $1 billion for the first time in our Company’s history. The favorable results for the quarter were driven by net merchandise sales growth of 12.6% and comparable net merchandise sales growth of 10.3% as compared to the same period last year. Our 12-month trailing membership renewal rate was a record 89.8%, and our membership base has grown to its all-time high.

“This quarter marks record performance in net merchandise sales, earnings per share, membership base and renewal rates. We continue the pursuit of our three drivers of growth that include expanding our real estate footprint, enhancing Member benefits and increasing incremental sales through PriceSmart.com. With respect to real estate, we plan to open our second club in Jamaica next week, located in the city of Portmore, marking the Company’s 50th warehouse club. 

“We continue to invest in enhancing our Membership benefits, including our Wellness and other initiatives. PriceSmart.com is gaining traction as more members shop with us online. Through our digital presence we are increasing our engagement with Members which also helps drive in-club sales. We believe that our investments in these drivers of growth are providing positive momentum and results for the Company. 

“I am proud of our team’s results despite facing and solving for supply chain issues being faced by many in our industry.”

Second Quarter Financial Results

Total revenues for the second quarter of fiscal year 2022 increased 10.8% to $1.04 billion compared to $937.6 million in the comparable period of the prior year. For the second quarter of fiscal year 2022, net merchandise sales increased 12.6% to $1.01 billion from $898.4 million in the second quarter of fiscal year 2021. Foreign currency exchange rate fluctuations impacted net merchandise sales negatively by $26.3 million, or 3.0%, versus the same period in the prior year.

The Company had 49 warehouse clubs in operation as of February 28, 2022 compared to 47 warehouse clubs in operation as of February 28, 2021.

Comparable net merchandise sales for the 47 warehouse clubs that have been open for greater than 13 ½ calendar months increased 10.3% for the 13-week period ended February 27, 2022 compared to the comparable period of the prior year. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales negatively by $24.2 million or 2.7% versus the same period in the prior year.

The Company recorded operating income during the fiscal second quarter of $48.3 million compared to operating income of $45.0 million in the prior year period. Net income attributable to PriceSmart was $31.5 million, or $1.03 per diluted share, in the second quarter of fiscal year 2022 as compared to $28.2 million, or $0.92 per diluted share, in the second quarter of fiscal year 2021.

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, April 8, 2022, to discuss the financial results. Individuals interested in participating in the conference call may do so by dialing (855) 209-8211 toll free or (412) 317-5214 for international callers and asking to join the PriceSmart, Inc. call. A digital replay will be available through April 15, 2022, following the conclusion of the call by dialing (877) 344-7529 for domestic callers, or (412) 317-0088 for international callers, and entering replay passcode 5341114.

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 49 warehouse clubs in 12 countries and one U.S. territory (nine in Colombia; eight in Costa Rica; seven in Panama; five in the Dominican Republic and Guatemala, four in Trinidad; three in Honduras; two each in El Salvador and Nicaragua; and one each in Aruba, Barbados, Jamaica and the United States Virgin Islands). The Company plans to open a new warehouse club in Portmore, Jamaica in April 2022 and has begun construction on a club in Medellín, Colombia that is anticipated to open in the summer of 2023. Once these two new clubs are open, the Company will operate at least 51 warehouse clubs, depending on the timing of the development and construction of other warehouse club projects in our pipeline.

This press release may contain forward-looking statements concerning the Company's anticipated future revenues and earnings, adequacy of future cash flows, omni-channel initiatives, proposed warehouse club openings, the Company's performance relative to competitors, the outcome of tax proceedings and related matters. These forward-looking statements include, but are not limited to, statements containing the words “expect,” “believe,” “will,” “may,” “plans,” “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: adverse changes in economic conditions in the Company’s markets, natural disasters, compliance risks, 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, cybersecurity breaches that could cause disruptions in our systems or jeopardize the security of member or business information, cost increases from product and service providers, interruption of supply chains, COVID-19 related factors and challenges, including among others, the duration of the pandemic, the unknown long-term economic impact, the impact of government policies and restrictions that have limited access for our Members, and shifts in demand away from discretionary or higher priced products to lower priced products, 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.

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 SHARE DATA)

	Three Months Ended				Six Months Ended
	February 28,		February 28,		February 28,		February 28,
	2022		2021		2022		2021
Revenues:
Net merchandise sales	$	1,011,896	$	898,404	$	1,955,939	$	1,736,773
Export sales		8,674		9,706		19,208		20,587
Membership income		15,071		13,799		29,862		27,098
Other revenue and income		2,916		15,660		8,904		30,543
Total revenues		1,038,557		937,569		2,013,913		1,815,001
Operating expenses:
Cost of goods sold:
Net merchandise sales		853,633		755,108		1,646,826		1,458,727
Export sales		8,215		9,315		18,282		19,748
Non-merchandise		—		6,268		1,809		12,092
Selling, general and administrative:
Warehouse club and other operations		93,993		90,449		185,189		175,281
General and administrative		33,951		31,270		65,644		58,791
Pre-opening expenses		130		48		1,100		650
Loss on disposal of assets		313		132		724		202
Total operating expenses		990,235		892,590		1,919,574		1,725,491
Operating income		48,322		44,979		94,339		89,510
Other income (expense):
Interest income		549		445		1,067		936
Interest expense		(2,438)		(2,228)		(4,028)		(4,261)
Other income (expense), net		(819)		(292)		590		(1,837)
Total other expense		(2,708)		(2,075)		(2,371)		(5,162)
Income before provision for income taxes and loss of unconsolidated affiliates		45,614		42,904		91,968		84,348
Provision for income taxes		(14,139)		(14,565)		(29,953)		(28,183)
Loss of unconsolidated affiliates		(14)		(12)		(24)		(21)
Net income		31,461		28,327		61,991		56,144
Less: net income attributable to noncontrolling interest		—		(91)		(19)		(171)
Net income attributable to PriceSmart, Inc.	$	31,461	$	28,236	$	61,972	$	55,973
Net income attributable to PriceSmart, Inc. per share available for distribution:
Basic	$	1.03	$	0.92	$	2.01	$	1.82
Diluted	$	1.03	$	0.92	$	2.01	$	1.82
Shares used in per share computations:
Basic		30,578		30,376		30,565		30,387
Diluted		30,582		30,404		30,593		30,412

PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	February 28,
	2022		August 31,
	(Unaudited)		2021
ASSETS
Current Assets:
Cash and cash equivalents	$	178,705	$	202,060
Short-term restricted cash		4,172		3,647
Short-term investments		26,933		50,233
Receivables, net of allowance for doubtful accounts of $52 as of February 28, 2022 and $94 as of August 31, 2021, respectively		15,001		12,359
Merchandise inventories		470,313		389,711
Prepaid expenses and other current assets (includes $1,566 and $0 as of February 28, 2022 and August 31, 2021, respectively, for the fair value of derivative instruments)		46,156		39,194
Total current assets		741,280		697,204
Long-term restricted cash		12,036		9,772
Property and equipment, net		753,671		730,204
Operating lease right-of-use assets, net		115,290		123,655
Goodwill		43,334		45,095
Other intangibles, net		1,542		7,762
Deferred tax assets		26,258		24,225
Other non-current assets (includes $4,583 and $2,464 as of February 28, 2022 and August 31, 2021, respectively, for the fair value of derivative instruments)		69,399		57,329
Investment in unconsolidated affiliates		10,520		10,544
Total Assets	$	1,773,330	$	1,705,790
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings	$	15,342	$	—
Accounts payable		380,778		388,791
Accrued salaries and benefits		32,239		41,896
Deferred income		30,793		26,898
Income taxes payable		10,164		8,310
Other accrued expenses and other current liabilities		42,240		39,736
Operating lease liabilities, current portion		6,808		8,526
Dividends payable		13,430		—
Long-term debt, current portion		28,761		19,395
Total current liabilities		560,555		533,552
Deferred tax liability		1,946		1,568
Long-term income taxes payable, net of current portion		5,602		4,160
Long-term operating lease liabilities		122,602		129,256
Long-term debt, net of current portion		120,057		110,110
Other long-term liabilities (includes $958 and $3,010 for the fair value of derivative instruments and $7,726 and $7,380 for post-employment plans as of February 28, 2022 and August 31, 2021, respectively)		8,684		10,930
Total Liabilities		819,446		789,576

PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

Stockholders' Equity:
Common stock $0.0001 par value, 45,000,000 shares authorized; 31,626,219 and 31,467,971 shares issued and 30,871,179 and 30,755,308 shares outstanding (net of treasury shares) as of February 28, 2022 and August 31, 2021, respectively		3		3
Additional paid-in capital		473,277		465,015
Accumulated other comprehensive loss		(184,413)		(182,508)
Retained earnings		694,186		658,919
Less: treasury stock at cost, 755,040 shares as of February 28, 2022 and 712,663 shares as of August 31, 2021		(29,169)		(26,084)
Total stockholders' equity attributable to PriceSmart, Inc. stockholders		953,884		915,345
Noncontrolling interest in consolidated subsidiaries		—		869
Total Stockholders' Equity		953,884		916,214
Total Liabilities and Equity	$	1,773,330	$	1,705,790

XML

Document And Entity Information	Apr. 07, 2022
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Apr. 07, 2022
Entity File Number	000-22793
Entity Registrant Name	PriceSmart, Inc.
Entity Incorporation, State or Country Code	DE
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
Entity Central Index Key	0001041803
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	PSMT
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Emerging Growth Company	false