Pricesmart Inc 8-K, filed Jul 14, 2025
Pricesmart Inc (PSMT)
8-K
2025-07-14
For: 2025-07-10
View Original
Added on
April 09, 2026
About this 8-K
Pricesmart Inc filed this 8-K on July 14, 2025, reporting on events of July 10, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): July 10, 2025
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||
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 July 10, 2025, PriceSmart, Inc. issued a press release regarding the results of operations for its third quarter ended May 31, 2025. 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 | |||||||||||
| 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: July 14, 2025 | /s/ MICHAEL L. MCCLEARY | ||||
| Michael L. McCleary Executive Vice President, Finance (Principal Accounting Officer) | |||||
EXHIBIT INDEX
| Exhibit Number | Description | ||||||||||
| 99.1 | |||||||||||
| 104 | The cover page from this Current report on Form 8-K, formatted in Inline XBRL. | ||||||||||
PRICESMART ANNOUNCES FISCAL 2025 THIRD QUARTER OPERATING RESULTS AND CHILE AS A POTENTIAL NEW MARKET
NET MERCHANDISE SALES GREW 8.0%
COMPARABLE NET MERCHANDISE SALES INCREASED 7.0%
$1.14 EARNINGS PER DILUTED SHARE
San Diego, CA (July 10, 2025) - PriceSmart, Inc. ("PriceSmart" or the "Company") (NASDAQ: PSMT), operator of 55 warehouse clubs in 12 countries and one U.S. territory, today announced results for the fiscal third quarter of 2025, which ended on May 31, 2025.
Third Quarter Financial Results
Total revenues for the third quarter of fiscal year 2025 increased 7.1% to $1.32 billion compared to $1.23 billion in the comparable period of the prior year. For the third quarter of fiscal year 2025, net merchandise sales increased 8.0% to $1.29 billion from $1.19 billion in the third quarter of fiscal year 2024. Net merchandise sales - constant currency increased 9.5% over the comparable prior-year period. Foreign currency exchange rate fluctuations impacted net merchandise sales negatively by $18.6 million, or 1.5%, versus the same period in the prior year.
The Company had 55 warehouse clubs in operation as of May 31, 2025 compared to 54 warehouse clubs in operation as of May 31, 2024.
Comparable net merchandise sales for the 54 warehouse clubs that have been open for greater than 13 ½ calendar months increased 7.0% for the 13-week period ended June 1, 2025 compared to the comparable 13-week period of the prior year. Comparable net merchandise sales - constant currency for the 13 weeks ended June 1, 2025 increased 8.5%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales negatively by 1.5% versus the same period in the prior year.
The Company recorded operating income during the fiscal third quarter of $56.2 million compared to operating income of $49.9 million in the prior-year period. Net income increased 8.2% to $35.2 million, or $1.14 per diluted share, in the third quarter of fiscal year 2025 compared to $32.5 million, or $1.08 per diluted share, in the third quarter of fiscal year 2024.
Adjusted EBITDA for the third quarter of fiscal year 2025 was $79.0 million compared to $71.0 million in the same period last year.
Year-to-Date Financial Results
Total revenues for the nine months ended May 31, 2025 increased 6.8% to $3.94 billion compared to $3.69 billion in the comparable period of the prior year. For the first nine months of fiscal year 2025, net merchandise sales increased 7.2% to $3.85 billion from $3.59 billion in the comparable prior-year period. 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 $38.0 million, or 1.0%, versus the same period in the prior year.
Comparable net merchandise sales for the 54 warehouse clubs that have been open for greater than 13 ½ calendar months increased 6.5% for the 39-week period ended June 1, 2025 compared to the comparable 39-week period of the prior year. Comparable net merchandise sales - constant currency for the 39 weeks ended June 1, 2025 increased 7.6%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales negatively by 1.1% versus the same period in the prior year.
The Company recorded operating income during the first nine months of fiscal year 2025 of $179.8 million compared to operating income of $171.7 million in the prior-year period. Net income increased 6.0% to $116.3 million, or $3.80 per diluted share, in the first nine months of fiscal year 2025 compared to $109.8 million, or $3.62 per diluted share, in the first nine months of fiscal year 2024.
Adjusted EBITDA for the first nine months of fiscal year 2025 was $245.1 million compared to $232.9 million in the same period last year.
New Potential Market
The Company continues to pursue opportunities to add new warehouse clubs in existing markets and to assess opportunities in new markets. In particular, the Company is currently evaluating Chile as a potential new market for multiple PriceSmart warehouse clubs. The Company has hired local consultants to help in this process and is actively looking for potential sites for new warehouse clubs in Chile. However, opening PriceSmart warehouse clubs in Chile remains subject to finding appropriate sites for warehouse clubs and distribution facilities, the results of continuing market analyses and receipt of required governmental permits, among other uncertainties.
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 Monday, July 14, 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 Monday, July 21, 2025 by dialing (888) 660-6264 for domestic callers, or (646) 517-3975 for international callers, and entering replay passcode 90598#.
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 55 warehouse clubs in 12 countries and one U.S. territory (ten in Colombia; nine 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 Quetzaltenango, Guatemala in August 2025 and one warehouse club in La Romana, Dominican Republic in the spring of 2026. Once these two new clubs are open, the Company will operate 57 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, including the effects of tariffs and/or international trade wards and disruptions to remittances, 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, 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 Investor Relations (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 | Nine Months Ended | ||||||||||||||||||||||
| May 31, 2025 | May 31, 2024 | May 31, 2025 | May 31, 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Net merchandise sales | $ | 1,289,997 | $ | 1,194,531 | $ | 3,848,411 | $ | 3,590,461 | |||||||||||||||
| Export sales | 990 | 11,586 | 14,595 | 30,106 | |||||||||||||||||||
| Membership income | 21,857 | 19,279 | 62,971 | 55,566 | |||||||||||||||||||
| Other revenue and income | 4,445 | 4,032 | 13,142 | 11,720 | |||||||||||||||||||
| Total revenues | 1,317,289 | 1,229,428 | 3,939,119 | 3,687,853 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of goods sold: | |||||||||||||||||||||||
| Net merchandise sales | 1,086,680 | 1,008,721 | 3,242,892 | 3,024,134 | |||||||||||||||||||
| Export sales | 957 | 10,935 | 13,770 | 28,663 | |||||||||||||||||||
| Selling, general and administrative: | |||||||||||||||||||||||
| Warehouse club and other operations | 125,745 | 119,053 | 367,832 | 346,792 | |||||||||||||||||||
| General and administrative | 47,070 | 40,434 | 132,669 | 114,682 | |||||||||||||||||||
| Pre-opening expenses | 302 | 26 | 617 | 970 | |||||||||||||||||||
| Loss on disposal of assets | 305 | 350 | 1,579 | 872 | |||||||||||||||||||
| Total operating expenses | 1,261,059 | 1,179,519 | 3,759,359 | 3,516,113 | |||||||||||||||||||
| Operating income | 56,230 | 49,909 | 179,760 | 171,740 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 2,486 | 2,521 | 7,441 | 8,612 | |||||||||||||||||||
| Interest expense | (2,762) | (3,579) | (7,995) | (9,688) | |||||||||||||||||||
| Other expense, net | (6,888) | (1,882) | (19,050) | (11,044) | |||||||||||||||||||
| Total other expense | (7,164) | (2,940) | (19,604) | (12,120) | |||||||||||||||||||
| Income before provision for income taxes and income (loss) of unconsolidated affiliates | 49,066 | 46,969 | 160,156 | 159,620 | |||||||||||||||||||
| Provision for income taxes | (13,917) | (14,483) | (43,797) | (49,895) | |||||||||||||||||||
| Income (loss) of unconsolidated affiliates | 9 | 3 | (13) | 82 | |||||||||||||||||||
| Net income | $ | 35,158 | $ | 32,489 | $ | 116,346 | $ | 109,807 | |||||||||||||||
| Net income per share available for distribution: | |||||||||||||||||||||||
| Basic | $ | 1.14 | $ | 1.08 | $ | 3.80 | $ | 3.62 | |||||||||||||||
| Diluted | $ | 1.14 | $ | 1.08 | $ | 3.80 | $ | 3.62 | |||||||||||||||
| Shares used in per share computations: | |||||||||||||||||||||||
| Basic | 30,070 | 29,968 | 30,050 | 30,052 | |||||||||||||||||||
| Diluted | 30,078 | 29,968 | 30,055 | 30,052 | |||||||||||||||||||
PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
| May 31, 2025 (Unaudited) | August 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 167,961 | $ | 125,364 | |||||||
| Short-term restricted cash | 3,488 | 1,383 | |||||||||
| Short-term investments | 94,408 | 100,165 | |||||||||
Receivables, net of allowance for credit losses of $52 as of May 31, 2025 and August 31, 2024 | 21,249 | 18,847 | |||||||||
| Merchandise inventories | 553,123 | 528,678 | |||||||||
Prepaid expenses and other current assets (includes $0 and $4,480 as of May 31, 2025 and August 31, 2024, respectively, for the fair value of derivative instruments) | 60,550 | 57,910 | |||||||||
| Total current assets | 900,779 | 832,347 | |||||||||
| Long-term restricted cash | 11,670 | 9,564 | |||||||||
| Property and equipment, net | 968,946 | 936,108 | |||||||||
| Operating lease right-of-use assets, net | 110,262 | 96,415 | |||||||||
| Goodwill | 43,231 | 43,197 | |||||||||
| Deferred tax assets | 36,772 | 36,618 | |||||||||
Other non-current assets (includes $1,005 and $1,482 as of May 31, 2025 and August 31, 2024, respectively, for the fair value of derivative instruments) | 65,910 | 61,563 | |||||||||
| Investment in unconsolidated affiliates | 6,870 | 6,882 | |||||||||
| Total Assets | $ | 2,144,440 | $ | 2,022,694 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Short-term borrowings | $ | 18,676 | $ | 8,007 | |||||||
| Accounts payable | 499,088 | 485,961 | |||||||||
| Accrued salaries and benefits | 49,281 | 48,263 | |||||||||
| Deferred income | 43,403 | 38,079 | |||||||||
| Income taxes payable | 4,045 | 6,516 | |||||||||
Other accrued expenses and other current liabilities (includes $425 and $1,179 as of May 31, 2025 and August 31, 2024, respectively, for the fair value of derivative instruments) | 43,571 | 50,035 | |||||||||
| Operating lease liabilities, current portion | 7,356 | 7,370 | |||||||||
| Dividends payable | 19,411 | — | |||||||||
| Long-term debt, current portion | 16,955 | 35,917 | |||||||||
| Total current liabilities | 701,786 | 680,148 | |||||||||
| Deferred tax liability | 1,248 | 1,644 | |||||||||
| Long-term income taxes payable, net of current portion | 4,644 | 4,762 | |||||||||
| Long-term operating lease liabilities | 118,912 | 103,890 | |||||||||
| Long-term debt, net of current portion | 86,170 | 94,443 | |||||||||
| Other long-term liabilities (includes $3,856 and $2,100 for the fair value of derivative instruments and $13,631 and $12,742 for post-employment plans as of May 31, 2025 and August 31, 2024, respectively) | 17,487 | 14,842 | |||||||||
| Total Liabilities | 930,247 | 899,729 | |||||||||
| Stockholders' Equity: | |||||||||||
Common stock $0.0001 par value, 45,000,000 shares authorized; 32,688,210 and 32,570,858 shares issued and 30,753,891 and 30,635,556 shares outstanding (net of treasury shares) as of May 31, 2025 and August 31, 2024, respectively | 3 | 3 | |||||||||
| Additional paid-in capital | 524,348 | 514,542 | |||||||||
| Accumulated other comprehensive loss | (158,870) | (164,590) | |||||||||
| Retained earnings | 967,831 | 890,272 | |||||||||
Less: treasury stock at cost, 1,934,319 shares as of May 31, 2025 and 1,935,302 shares as of August 31, 2024 | (119,119) | (117,262) | |||||||||
| Total Stockholders' Equity | 1,214,193 | 1,122,965 | |||||||||
| Total Liabilities and Equity | $ | 2,144,440 | $ | 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 | Nine Months Ended | ||||||||||||||||||||||
| (Amounts in thousands) | May 31, 2025 | May 31, 2024 | May 31, 2025 | May 31, 2024 | |||||||||||||||||||
Net income as reported | $ | 35,158 | $ | 32,489 | $ | 116,346 | $ | 109,807 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Interest expense | 2,762 | 3,579 | 7,995 | 9,688 | |||||||||||||||||||
| Provision for income taxes | 13,917 | 14,483 | 43,797 | 49,895 | |||||||||||||||||||
| Depreciation and amortization | 22,757 | 21,129 | 65,386 | 61,114 | |||||||||||||||||||
| Interest income | (2,486) | (2,521) | (7,441) | (8,612) | |||||||||||||||||||
Other expense, net (1) | 6,888 | 1,882 | 19,050 | 11,044 | |||||||||||||||||||
| Adjusted EBITDA | $ | 78,996 | $ | 71,041 | $ | 245,133 | $ | 232,936 | |||||||||||||||
(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 and nine months ended May 31, 2025 and 2024.
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:
| May 31, 2025 | |||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (Amounts in thousands, except % growth) | Net merchandise sales | % Growth | Net Merchandise Sales | % Growth | |||||||||||||||||||
| Net merchandise sales | $ | 1,289,997 | 8.0 | % | $ | 3,848,411 | 7.2 | % | |||||||||||||||
| Unfavorable impact of foreign currency exchange | (18,591) | (1.5) | % | (37,998) | (1.0) | % | |||||||||||||||||
| Net merchandise sales on a constant-currency basis | $ | 1,308,588 | 9.5 | % | $ | 3,886,409 | 8.2 | % | |||||||||||||||
Comparable net merchandise sales growth rate on a net merchandise sales - constant currency basis is calculated as follows:
June 1, 2025 | |||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||
| % Growth | % Growth | ||||||||||
Comparable net merchandise sales | 7.0 | % | 6.5 | % | |||||||
| Unfavorable impact of foreign currency exchange | (1.5) | % | (1.1) | % | |||||||
Comparable net merchandise sales on a constant-currency basis | 8.5 | % | 7.6 | % | |||||||