10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2023

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to

COMMISSION FILE NUMBER 000-22793

PriceSmart, Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-0628530
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)		9740 Scranton Road, San Diego, CA	92121
---	---
(Address of principal executive offices)	(Zip Code)

(858) 404-8800

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes x	No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x	No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller Reporting Company	o
		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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o	No	x

The registrant had 31,001,100 shares of its common stock, par value $0.0001 per share, outstanding at March 31, 2023.

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PRICESMART, INC.

INDEX TO FORM 10-Q

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	CONSOLIDATED BALANCE SHEETS AS OFFEBRUARY 28, 2023 (UNAUDITED) AND AUGUST 31, 2022	2
	CONSOLIDATED STATEMENTS OF INCOME FOR THETHREE AND SIXMONTHSENDEDFEBRUARY 28, 2023 AND2022- UNAUDITED	4
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FORTHETHREE AND SIXMONTHS ENDEDFEBRUARY 28, 2023 AND2022- UNAUDITED	5
	CONSOLIDATED STATEMENTS OF EQUITY FORTHETHREE AND SIXMONTHS ENDEDFEBRUARY 28, 2023 AND2022- UNAUDITED	6
	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THESIXMONTHS ENDEDFEBRUARY 28, 2023 AND2022- UNAUDITED	8
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	57
ITEM 4.	CONTROLS AND PROCEDURES	58
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	59
ITEM 1A.	RISK FACTORS	59
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	59
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	60
ITEM 4.	MINE SAFETY DISCLOSURES	60
ITEM 5.	OTHER INFORMATION	60
ITEM 6.	EXHIBITS	61

i

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PriceSmart, Inc.’s (“PriceSmart,” “we” or the “Company”) unaudited consolidated balance sheet as of February 28, 2023 and the consolidated balance sheet as of August 31, 2022, the unaudited consolidated statements of income for the three and six months ended February 28, 2023 and 2022, the unaudited consolidated statements of comprehensive income for the three and six months ended February 28, 2023 and 2022, the unaudited consolidated statements of equity for the three and six months ended February 28, 2023 and 2022, and the unaudited consolidated statements of cash flows for the six months ended February 28, 2023 and 2022 are included herein. Also included herein are the notes to the unaudited consolidated financial statements.

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PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	February 28,<br>2023<br>(Unaudited)		August 31,<br>2022
ASSETS
Current Assets:
Cash and cash equivalents	$	260,927	$	237,710
Short-term restricted cash	9,110		3,013
Short-term investments	54,322		11,160
Receivables, net of allowance for doubtful accounts of $54 as of February 28, 2023 and $103 as of August 31, 2022, respectively	16,401		13,391
Merchandise inventories	449,101		464,411
Prepaid expenses and other current assets (includes $41 and $2,761 as of February 28, 2023 and August 31, 2022, respectively, for the fair value of derivative instruments)	46,910		43,894
Total current assets	836,771		773,579
Long-term restricted cash	10,515		10,650
Property and equipment, net	774,826		757,241
Operating lease right-of-use assets, net	106,043		111,810
Goodwill	43,185		43,303
Deferred tax assets	27,898		28,355
Other non-current assets (includes $15,994 and $11,884 as of February 28, 2023 and August 31, 2022, respectively, for the fair value of derivative instruments)	76,474		72,928
Investment in unconsolidated affiliates	10,460		10,534
Total Assets	$	1,886,172	$	1,808,400
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings	$	10,133	$	10,608
Accounts payable	406,581		408,407
Accrued salaries and benefits	35,340		44,097
Deferred income	32,665		29,228
Income taxes payable	9,587		7,243
Other accrued expenses and other current liabilities (includes $171 and $82 as of February 28, 2023 and August 31, 2022, respectively, for the fair value of derivative instruments)	43,256		38,667
Operating lease liabilities, current portion	7,144		7,491
Dividends payable	14,456		—
Long-term debt, current portion	27,421		33,715
Total current liabilities	586,583		579,456
Deferred tax liability	2,105		2,165
Long-term income taxes payable, net of current portion	4,729		5,215
Long-term operating lease liabilities	113,335		118,496
Long-term debt, net of current portion	126,383		103,556
Other long-term liabilities (includes $9,125 and $8,440 for post-employment plans as of February 28, 2023 and August 31, 2022, respectively)	9,125		8,439
Total Liabilities	842,260		817,327

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Stockholders' Equity:
Common stock $0.0001 par value, 45,000,000 shares authorized; 31,869,393 and 31,697,590 shares issued and 31,001,117 and 30,904,826 shares outstanding (net of treasury shares) as of February 28, 2023 and August 31, 2022, respectively	3		3
Additional paid-in capital	492,099		481,406
Accumulated other comprehensive loss	(183,703)		(195,586)
Retained earnings	772,430		736,894
Less: treasury stock at cost, 868,276 shares as of February 28, 2023 and 792,764 shares as of August 31, 2022	(36,917)		(31,644)
Total Stockholders' Equity	1,043,912		991,073
Total Liabilities and Equity	$	1,886,172	$	1,808,400

See accompanying notes.

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PRICESMART, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

	Three Months Ended				Six Months Ended
	February 28,<br>2023		February 28,<br>2022		February 28,<br>2023		February 28,<br>2022
Revenues:
Net merchandise sales	$	1,115,999	$	1,011,896	$	2,141,462	$	1,955,939
Export sales	6,882		8,674		17,340		19,208
Membership income	16,176		15,071		32,071		29,862
Other revenue and income	3,132		2,916		6,122		8,904
Total revenues	1,142,189		1,038,557		2,196,995		2,013,913
Operating expenses:
Cost of goods sold:
Net merchandise sales	937,462		853,633		1,796,530		1,646,826
Export sales	6,563		8,215		16,552		18,282
Non-merchandise	—		—		—		1,809
Selling, general and administrative:
Warehouse club and other operations	103,630		93,993		200,522		185,189
General and administrative	32,759		33,951		65,931		65,644
Separation costs associated with Chief Executive Officer departure	7,747		—		7,747		—
Pre-opening expenses	89		130		89		1,100
Loss on disposal of assets	139		313		297		724
Total operating expenses	1,088,389		990,235		2,087,668		1,919,574
Operating income	53,800		48,322		109,327		94,339
Other income (expense):
Interest income	1,942		549		3,099		1,067
Interest expense	(2,814)		(2,438)		(5,563)		(4,028)
Other income (expense), net	(5,344)		(819)		(9,910)		590
Total other expense	(6,216)		(2,708)		(12,374)		(2,371)
Income before provision for income taxes and loss of unconsolidated affiliates	47,584		45,614		96,953		91,968
Provision for income taxes	(16,202)		(14,139)		(32,628)		(29,953)
Loss of unconsolidated affiliates	(35)		(14)		(73)		(24)
Net income	31,347		31,461		64,252		61,991
Less: Net income attributable to noncontrolling interest	—		—		—		(19)
Net income attributable to PriceSmart, Inc.	$	31,347	$	31,461	$	64,252	$	61,972
Net income attributable to PriceSmart, Inc. per share available for distribution:
Basic	$	1.02	$	1.03	$	2.07	$	2.01
Diluted	$	1.02	$	1.03	$	2.07	$	2.01
Shares used in per share computations:
Basic	30,741		30,578		30,727		30,565
Diluted	30,760		30,582		30,740		30,593

See accompanying notes.

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PRICESMART, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED—AMOUNTS IN THOUSANDS)

	Three Months Ended				Six Months Ended
	February 28,<br>2023		February 28,<br>2022		February 28,<br>2023		February 28,<br>2022
Net income	$	31,347	$	31,461	$	64,252	$	61,991
Less: net income attributable to noncontrolling interest	—		—		—		(19)
Net income attributable to PriceSmart, Inc.	$	31,347	$	31,461	$	64,252	$	61,972
Other Comprehensive Income, net of tax:
Foreign currency translation adjustments (1)	12,199		2,413		11,314		(5,718)
Defined benefit pension plan:
Net gain/(loss) arising during period	(31)		20		(59)		37
Amortization of prior service cost and actuarial gains included in net periodic pensions cost	37		30		74		64
Total defined benefit pension plan	6		50		15		101
Derivative instruments:(2)
Unrealized gains/(losses) on change in derivative obligations	160		883		(536)		(418)
Unrealized gains/(losses) on change in fair value of interest rate swaps	83		880		(1,632)		4,130
Amounts reclassified from accumulated other comprehensive income to other expense, net for settlement of derivatives	(14)		—		2,722		—
Total derivative instruments	229		1,763		554		3,712
Other comprehensive income (loss)	12,434		4,226		11,883		(1,905)
Comprehensive income	43,781		35,687		76,135		60,067
Less: comprehensive income attributable to noncontrolling interest	—		—		—		3
Comprehensive income attributable to PriceSmart, Inc.	$	43,781	$	35,687	$	76,135	$	60,064

(1)Translation adjustments arising in translating the financial statements of a foreign entity have no effect on the income taxes of that foreign entity. They may, however, affect: (a) the amount, measured in the parent entity's reporting currency, of withholding taxes assessed on dividends paid to the parent entity and (b) the amount of taxes assessed on the parent entity by the government of its country. The Company has determined that the reinvestment of earnings of its foreign subsidiaries are indefinite because of the long-term nature of the Company's foreign investment plans. Therefore, deferred taxes are not provided for on translation adjustments related to non-remitted earnings of the Company's foreign subsidiaries.

(2)See Note 8 - Derivative Instruments and Hedging Activities.

See accompanying notes.

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PRICESMART, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED—AMOUNTS IN THOUSANDS)

	Three Months Ended
	Common Stock				Additional<br>Paid-in<br>Capital		Accumulated<br>Other<br>Comprehensive<br>Loss		Retained<br>Earnings		Treasury Stock			Total<br>Equity
	Shares	Amount		Shares				Amount
Balance at November 30, 2021	31,598	$	3		$	469,170	$	(188,639)	$	689,430	736	$	(27,818)	$	942,146
Purchase of treasury stock	—	—			—		—		—		19	(1,351)		(1,351)
Issuance of restricted stock award	31	—			—		—		—		—	—		—
Forfeiture of restricted stock awards	(3)	—			—		—		—		—	—		—
Stock-based compensation	—	—			4,107		—		—		—	—		4,107
Dividend paid to stockholders	—	—			—		—		(13,275)		—	—		(13,275)
Dividend payable to stockholders	—	—			—		—		(13,430)		—	—		(13,430)
Net income	—	—			—		—		31,461		—	—		31,461
Other comprehensive income	—	—			—		4,226		—		—	—		4,226
Balance at February 28, 2022	31,626	$	3		$	473,277	$	(184,413)	$	694,186	755	$	(29,169)	$	953,884
Balance at November 30, 2022	31,858	$	3		$	485,096	$	(196,137)	$	769,799	807	$	(32,398)	$	1,026,363
Purchase of treasury stock	—	—			—		—		—		61	(4,519)		(4,519)
Issuance of restricted stock award	63	—			—		—		—		—	—		—
Forfeiture of restricted stock awards	(52)	—			—		—		—		—	—		—
Stock-based compensation	—	—			7,003		—		—		—	—		7,003
Dividend paid to stockholders	—	—			—		—		(14,260)		—	—		(14,260)
Dividend payable to stockholders	—	—			—		—		(14,456)		—	—		(14,456)
Net income	—	—			—		—		31,347		—	—		31,347
Other comprehensive income	—	—			—		12,434		—		—	—		12,434
Balance at February 28, 2023	31,869	$	3		$	492,099	$	(183,703)	$	772,430	868	$	(36,917)	$	1,043,912

See accompanying notes

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PRICESMART, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED—AMOUNTS IN THOUSANDS)

	Six Months Ended
	Common Stock				Additional<br>Paid-in<br>Capital		Accumulated<br>Other<br>Comprehensive<br>Loss		Retained<br>Earnings		Treasury Stock			Total<br>Stockholders'<br>Equity<br>Attributable to<br>PriceSmart, Inc.		Noncontrolling<br>Interest		Total<br>Equity
	Shares	Amount		Shares				Amount
Balance at August 31, 2021	31,468	$	3		$	465,015	$	(182,508)	$	658,919	713	$	(26,084)	$	915,345	$	869	$	916,214
Purchase of treasury stock	—	—			—		—		—		51	(3,784)		(3,784)		—		(3,784)
Issuance of treasury stock	(9)	—			(699)		—		—		(9)	699		—		—		—
Issuance of restricted stock award	171	—			—		—		—		—	—		—		—		—
Forfeiture of restricted stock awards	(4)	—			—		—		—		—	—		—		—		—
Stock-based compensation	—	—			8,674		—		—		—	—		8,674		—		8,674
Dividend paid to stockholders	—	—			—		—		(13,275)		—	—		(13,275)		—		(13,275)
Dividend payable to stockholders	—	—			—		—		(13,430)		—	—		(13,430)		—		(13,430)
Net income	—	—			—		—		61,972		—	—		61,972		19		61,991
Other comprehensive income (loss)	—	—			—		(1,905)		—		—	—		(1,905)		3		(1,902)
Sale of Aeropost stock	—	—			287		—		—		—	—		287		(891)		(604)
Balance at February 28, 2022	31,626	$	3		$	473,277	$	(184,413)	$	694,186	755	$	(29,169)	$	953,884	$	—	$	953,884
Balance at August 31, 2022	31,698	$	3		$	481,406	$	(195,586)	$	736,894	793	$	(31,644)	$	991,073	$	—	$	991,073
Purchase of treasury stock	—	—			—		—		—		82	(5,819)		(5,819)		—		(5,819)
Issuance of treasury stock	(7)	—			(546)		—		—		(7)	546		—		—		—
Issuance of restricted stock award	237	—			—		—		—		—	—		—		—		—
Forfeiture of restricted stock awards	(59)	—			—		—		—		—	—		—		—		—
Stock-based compensation	—	—			11,239		—		—		—	—		11,239		—		11,239
Dividend paid to stockholders	—	—			—		—		(14,260)		—	—		(14,260)		—		(14,260)
Dividend payable to stockholders	—	—			—		—		(14,456)		—	—		(14,456)		—		(14,456)
Net income	—	—			—		—		64,252		—	—		64,252		—		64,252
Other comprehensive income	—	—			—		11,883		—		—	—		11,883		—		11,883
Balance at February 28, 2023	31,869	$	3		$	492,099	$	(183,703)	$	772,430	868	$	(36,917)	$	1,043,912	$	—	$	1,043,912

See accompanying notes

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PRICESMART, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED—AMOUNTS IN THOUSANDS)

	Six Months Ended
	February 28,<br>2023		February 28,<br>2022
Operating Activities:
Net Income	$	64,252	$	61,991
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	35,443		32,701
Allowance for doubtful accounts	(49)		12
Loss on sale of property and equipment	297		724
Deferred income taxes	(737)		(2,124)
Equity in losses of unconsolidated affiliates	73		24
Stock-based compensation	11,239		8,674
Change in operating assets and liabilities:
Receivables, prepaid expenses and other current assets, non-current assets, accrued salaries and benefits, deferred membership income and other accruals	(6,513)		(19,503)
Merchandise inventories	15,310		(80,608)
Accounts payable	(2,634)		(9,811)
Net cash provided by (used in) operating activities	116,681		(7,920)
Investing Activities:
Proceeds from the disposal of Aeropost, net of divested cash	—		4,959
Additions to property and equipment	(53,016)		(60,468)
Purchases of short-term investments	(47,500)		(17,658)
Proceeds from settlements of short-term investments	4,301		41,075
Proceeds from settlements of long-term investments	—		1,484
Proceeds from disposal of property and equipment	137		77
Net cash used in investing activities	(96,078)		(30,531)
Financing Activities:
Proceeds from long-term bank borrowings	33,712		30,180
Repayment of long-term bank borrowings	(16,994)		(10,969)
Proceeds from short-term bank borrowings	301		20,179
Repayment of short-term bank borrowings	—		(4,488)
Cash dividend payments	(14,260)		(13,275)
Purchase of treasury stock	(5,819)		(3,784)
Net cash provided by (used in) financing activities	(3,060)		17,843
Effect of exchange rate changes on cash and cash equivalents and restricted cash	11,636		42
Net increase (decrease) in cash, cash equivalents	29,179		(20,566)
Cash, cash equivalents and restricted cash at beginning of period	251,373		215,479
Cash, cash equivalents and restricted cash at end of period	$	280,552	$	194,913
Supplemental disclosure of noncash investing activities:
Capital expenditures accrued, but not yet paid	$	3,937	$	8,369
Dividends declared but not yet paid	14,456		13,430

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PRICESMART, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

(UNAUDITED—AMOUNTS IN THOUSANDS)

The following table provides a breakdown of cash and cash equivalents, and restricted cash reported within the statement of cash flows:

	Six Months Ended
	February 28,<br>2023		February 28,<br>2022
Cash and cash equivalents	$	260,927	$	178,705
Short-term restricted cash	9,110		4,172
Long-term restricted cash	10,515		12,036
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	280,552	$	194,913

See accompanying notes.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

February 28, 2023

NOTE 1 – COMPANY OVERVIEW AND BASIS OF PRESENTATION

PriceSmart, Inc.’s (“PriceSmart,” the “Company,”, "we" or "our") business consists primarily of international membership shopping and services offered both online and at warehouse clubs similar to, but typically smaller in size than, warehouse clubs in the United States. As of February 28, 2023, the Company had 50 warehouse clubs in operation 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, Nicaragua and Jamaica; and one each in Aruba, Barbados and the United States Virgin Islands), of which the Company owns 100% of the corresponding legal entities (see Note 2 - Summary of Significant Accounting Policies). In addition, the Company plans to open two warehouse clubs in El Salvador, one in San Miguel in May 2023 and the other in Santa Ana in early 2024. The Company also plans to open a warehouse club in Medellín, Colombia and Escuintla, Guatemala in 2023. Once these four new clubs are open, the Company will operate 54 warehouse clubs. Our operating segments are the United States, Central America, the Caribbean and Colombia.

PriceSmart continues to invest in technology and talent to support the following three major drivers of growth:

1.Invest in Remodeling Current PriceSmart Clubs, Adding New PriceSmart Locations and Opening More Distribution Centers;

2.Increase Membership Value; and

3.Drive Incremental Sales via PriceSmart.com and Enhanced Online, Digital and Technological Capabilities.

Basis of Presentation – The interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2022 (the “2022 Form 10-K”). The interim consolidated financial statements include the accounts of PriceSmart, Inc., a Delaware corporation, and its subsidiaries. Intercompany transactions between the Company and its subsidiaries have been eliminated in consolidation.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The interim consolidated financial statements of the Company included herein include the assets, liabilities and results of operations of the Company’s wholly owned subsidiaries, subsidiaries in which it has a controlling interest, and the Company’s joint ventures for which the Company has determined that it is the primary beneficiary. The Company’s net income excludes income attributable to non-controlling interests. The Company reports non-controlling interests in consolidated entities as a component of equity separate from the Company’s equity. The interim consolidated financial statements also include the Company's investment in, and the Company's share of the income (loss) of, joint ventures recorded under the equity method. All significant inter-company accounts and transactions have been eliminated in consolidation. The interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC and reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to fairly present the financial position, results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of the results for the year.

The Company determines whether any of the joint ventures in which it has made investments is a Variable Interest Entity (“VIE”) at the start of each new venture and if a reconsideration event has occurred. At this time, the Company also considers whether it must consolidate a VIE and/or disclose information about its involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) and is determined to be the primary beneficiary. If the Company determines that it is not the primary beneficiary of the VIE, then the Company records its investment in, and the Company's share of the income (loss) of, joint ventures recorded under the equity method. Due to the nature of the joint ventures that the Company participates in and the continued commitments for additional financing, the Company determined these joint ventures are VIEs.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

In the case of the Company's ownership interest in real estate development joint ventures, both parties to each joint venture share all rights, obligations and the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. As a result, the Company has determined that it is not the primary beneficiary of the VIEs and, therefore, has accounted for these entities under the equity method. Under the equity method, the Company's investments in unconsolidated affiliates are initially recorded as an investment in the stock of an investee at cost and are adjusted for the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of the initial investment. The Company's ownership interest in real estate development joint ventures the Company has recorded under the equity method as of February 28, 2023 are listed below:

Real Estate Development Joint Ventures	Countries	Ownership		Basis of<br>Presentation
GolfPark Plaza, S.A.	Panama	50.0	%	Equity(1)
Price Plaza Alajuela PPA, S.A.	Costa Rica	50.0	%	Equity(1)

(1)Joint venture interests are recorded as investment in unconsolidated affiliates on the consolidated balance sheets.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions take into account historical and forward-looking factors that the Company believes are reasonable. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents – The Company considers as cash and cash equivalents all cash on deposit, highly liquid investments with a maturity of three months or less at the date of purchase and proceeds due from credit and debit card transactions in the process of settlement.

Restricted Cash – The following table summarizes the restricted cash reported by the Company (in thousands):

	February 28,<br>2023		August 31,<br>2022
Short-term restricted cash	$	9,110	$	3,013
Long-term restricted cash	10,515		10,650
Total restricted cash(1)	$	19,625	$	13,663

(1)Restricted cash consists of cash deposits held within banking institutions in compliance with federal regulatory requirements in Costa Rica and Panama. In addition, the Company is required to maintain a certificate of deposit and/or security deposits of Trinidad dollars, as measured in U.S. dollars, of approximately $7.7 million with a few of its lenders as compensating balances for several U.S. dollar and euro denominated loans payable over several years. The certificates of deposit will be reduced annually commensurate with the loan balances.

Short-Term Investments – The Company considers as short-term investments, certificates of deposit and similar time-based deposits with financial institutions with maturities over three months and up to one year.

Long-Term Investments – The Company considers as long-term investments, certificates of deposit and similar time-based deposits with financial institutions with maturities over one year.

Goodwill – Goodwill totaled $43.2 million as of February 28, 2023 and $43.3 million as of August 31, 2022. The Company reviews reported goodwill at the reporting unit level for impairment. The Company tests goodwill for impairment at least annually or when events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Receivables – Receivables consist primarily of credit card receivables and receivables from vendors and are stated net of allowances for credit losses. The determination of the allowance for credit losses is based on the Company’s assessment of collectability along with the consideration of current and expected market conditions that could impact collectability.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Tax Receivables – The Company pays Value Added Tax (“VAT”) or similar taxes, income taxes, and other taxes within the normal course of business in most of the countries in which it operates related to the procurement of merchandise and/or services the Company acquires and/or on sales and taxable income. VAT is a form of indirect tax applied to the value added at each stage of production (primary, manufacturing, wholesale and retail). This tax is similar to, but operates somewhat differently than, sales tax paid in the United States. The Company generally collects VAT from its Members upon sale of goods and services and pays VAT to its vendors upon purchase of goods and services. Periodically, the Company submits VAT reports to governmental agencies and reconciles the VAT paid and VAT received. The net overpaid VAT may be refunded or applied to subsequent returns, and the net underpaid VAT must be remitted to the government. With respect to income taxes paid, if the estimated income taxes paid or withheld exceed the actual income tax due, this creates an income tax receivable. In most countries where the Company operates, the governments have implemented additional collection procedures, such as requiring credit card processors to remit a portion of sales processed via credit and debit cards directly to the government as advance payments of VAT and/or income tax. This collection mechanism generally leaves the Company with net VAT and/or income tax receivables, forcing the Company to process significant refund claims on a recurring basis. These refund or offset processes can take anywhere from several months to several years to complete.

In two countries where the Company operates, minimum income tax rules require the Company to pay taxes based on the percentage of sales rather than income. As a result, the Company is making income tax payments substantially in excess of those it would expect to pay based on taxable income. The Company had income tax receivables of $11.3 million and $11.0 million and deferred tax assets of $4.0 million and $3.5 million as of February 28, 2023 and August 31, 2022, respectively, in these countries. The Company has not placed any type of allowance on the recoverability of these tax receivables or deferred tax assets, because the Company believes that it is more likely than not that it will ultimately succeed in its refund requests.

The Company’s policy for classification and presentation of VAT receivables, income tax receivables and other tax receivables is as follows:

•Short-term VAT and Income tax receivables, recorded as Prepaid expenses and other current assets: This classification is used for any countries where the Company’s subsidiary has generally demonstrated the ability to recover the VAT or income tax receivable within one year. The Company also classifies as short-term any approved refunds or credit notes to the extent that the Company expects to receive the refund or use the credit notes within one year.

•Long-term VAT and Income tax receivables, recorded as Other non-current assets: This classification is used for amounts not approved for refund or credit in countries where the Company’s subsidiary has not demonstrated the ability to obtain refunds within one year and/or for amounts which are subject to outstanding disputes. An allowance is provided against VAT and income tax receivable balances in dispute when the Company does not expect to eventually prevail in its recovery. The Company does not currently have any allowances provided against VAT and income tax receivables.

The following table summarizes the VAT receivables reported by the Company (in thousands):

	February 28,<br>2023		August 31,<br>2022
Prepaid expenses and other current assets	$	1,898	$	3,890
Other non-current assets	33,964		32,460
Total amount of VAT receivables reported	$	35,862	$	36,350

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

The following table summarizes the Income tax receivables reported by the Company (in thousands):

	February 28,<br>2023		August 31,<br>2022
Prepaid expenses and other current assets	$	13,949	$	12,077
Other non-current assets	20,725		19,985
Total amount of income tax receivables reported	$	34,674	$	32,062

Lease Accounting – The Company’s leases are operating leases for warehouse clubs and non-warehouse club facilities such as corporate headquarters, regional offices, and regional distribution centers. The Company determines if an arrangement is a lease and classifies it as either a finance or operating lease at lease inception. Operating leases are included in Operating lease right-of-use assets, net; Operating lease liabilities, current portion; and Long-term operating lease liabilities on the consolidated balance sheets. The Company does not have finance leases.

Operating lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. The Company’s leases generally do not have a readily determinable implicit rate; therefore, the Company uses a collateralized incremental borrowing rate at the commencement date in determining the present value of future payments. The incremental borrowing rate is based on a yield curve derived from publicly traded bond offerings for companies with credit characteristics that approximate the Company's market risk profile.

In addition, we adjust the incremental borrowing rate for jurisdictional risk derived from quoted interest rates from financial institutions to reflect the cost of borrowing in the Company’s local markets. The Company’s lease terms may include options to purchase, extend or terminate the lease, which are recognized when it is reasonably certain that the Company will exercise that option. The Company does not combine lease and non-lease components.

The Company measures Right-of-use (“ROU”) assets based on the corresponding lease liabilities, adjusted for any initial direct costs and prepaid lease payments made to the lessor before or at the commencement date (net of lease incentives). The lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are not included in the calculation of the ROU asset and the related lease liability and are recognized as incurred. The Company’s variable lease payments generally relate to amounts the Company pays for additional contingent rent based on a contractually stipulated percentage of sales.

Merchandise Inventories – Merchandise inventories, which include merchandise for resale, are valued at the lower of cost (average cost) or net realizable value. The Company provides for estimated inventory losses and obsolescence based on a percentage of sales. The provision is adjusted every reporting period to reflect the trend of actual physical inventory and cycle count results. In addition, the Company may be required to take markdowns below the carrying cost of certain inventory to expedite the sale of such merchandise.

Stock Based Compensation – The Company utilizes three types of equity awards: restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). Compensation related to RSAs, RSUs and PSUs is based on the fair market value at the time of grant. The Company recognizes the compensation cost related to RSAs and RSUs over the requisite service period as determined by the grant, amortized ratably or on a straight-line basis over the life of the grant. The Company also recognizes compensation cost for PSUs over the performance period of each tranche, adjusting this cost based on the Company’s estimate of the probability that performance metrics will be achieved. If the Company determines that an award is unlikely to vest, any previously recorded expense is then reversed.

The Company accounts for actual forfeitures as they occur. The Company records the tax savings resulting from tax deductions in excess of expense for stock-based compensation and the tax deficiency resulting from stock-based compensation in excess of the related tax deduction as income tax expense or benefit. In addition, the Company reflects the tax savings (deficiency) resulting from the taxation of stock-based compensation as an operating cash flow in its consolidated statement of cash flows.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

RSAs are outstanding shares of common stock and have the same cash dividend and voting rights as other shares of common stock. Shares of common stock subject to RSUs are not issued nor outstanding until vested, and RSUs do not have the same dividend and voting rights as common stock. However, all outstanding RSUs have accompanying dividend equivalents, requiring payment to the employees and directors with unvested RSUs of amounts equal to the dividend they would have received had the shares of common stock underlying the RSUs been actually issued and outstanding. Payments of dividend equivalents to employees are recorded as compensation expense.

PSUs, similar to RSUs, are awarded with dividend equivalents, provided that such amounts become payable only if the performance metric is achieved. At the time the Compensation Committee confirms the performance metric has been achieved, the accrued dividend equivalents are paid on the PSUs.

Treasury Stock – Shares of common stock repurchased by the Company are recorded at cost as treasury stock and result in the reduction of stockholders’ equity in the Company’s consolidated balance sheets. The Company may reissue these treasury shares as part of its stock-based compensation programs. When treasury shares are reissued, the Company uses the first in/first out (“FIFO”) cost method for determining cost of the reissued shares. If the issuance price is higher than the cost, the excess of the issuance price over the cost is credited to additional paid-in capital (“APIC”). If the issuance price is lower than the cost, the difference is first charged against any credit balance in APIC from treasury stock and the balance is charged to retained earnings. During the six months ended February 28, 2023, the Company reissued approximately 7,000 treasury shares.

Fair Value Measurements – The Company measures the fair value for all financial and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring or non-recurring basis. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor.

The Company has established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring and revaluing fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company was not required to revalue any assets or liabilities utilizing Level 1 or Level 3 inputs at the balance sheet dates. The Company's Level 2 assets and liabilities revalued at the balance sheet dates, on a recurring basis, consisted of cash flow hedges (interest rate swaps and cross-currency interest rate swaps) and forward foreign exchange contracts. In addition, the Company utilizes Level 2 inputs in determining the fair value of long-term debt.

Non-financial assets and liabilities are revalued and recognized at fair value subsequent to initial recognition when there is evidence of impairment. For the periods reported, no impairment of such non-financial assets was recorded.

The Company’s current and long-term financial assets and liabilities have fair values that approximate their carrying values. The Company’s long-term financial liabilities consist of long-term debt, which is recorded on the balance sheet at issuance price and adjusted for any applicable unamortized discounts or premiums and debt issuance costs. There have been no significant changes in fair market value of the Company’s current and long-term financial assets and liabilities, and there have been no material changes to the valuation techniques utilized in the fair value measurement of assets and liabilities disclosed in the Company’s 2022 Annual Report on Form 10-K.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Derivatives Instruments and Hedging Activities – The Company uses derivative financial instruments for hedging and non-trading purposes to manage its exposure to changes in interest and currency exchange rates. In using derivative financial instruments for the purpose of hedging the Company’s exposure to interest and currency exchange rate risks, the contractual terms of a hedged instrument closely mirror those of the hedged item and are intended to provide a high degree of risk reduction and correlation. Contracts that are effective at meeting the risk reduction and correlation criteria (effective hedge) are recorded using hedge accounting. If a derivative financial instrument is an effective hedge, changes in the fair value of the instrument will be reported in accumulated other comprehensive loss until the hedged item completes its contractual term. Instruments that do not meet the criteria for hedge accounting, or contracts for which the Company has not elected hedge accounting, are valued at fair value with unrealized gains or losses reported in earnings during the period of the change. The Company did not change valuation techniques utilized in the fair value measurement of assets and liabilities presented on the Company’s consolidated balance sheets from previous practice during the reporting period. The Company seeks to manage counterparty risk associated with these contracts by limiting transactions to counterparties with which the Company has an established banking relationship. There can be no assurance, however, that this practice effectively mitigates counterparty risk.

Cash Flow Instruments. The Company is a party to receive floating interest rate, pay fixed-rate interest rate swaps to hedge the interest rate risk of certain U.S. dollar denominated debt within its international subsidiaries. The swaps are designated as cash flow hedges of interest expense risk. These instruments are considered effective hedges and are recorded using hedge accounting. The Company is also a party to receive variable interest rate, pay fixed interest rate cross-currency interest rate swaps to hedge the interest rate and currency exposure associated with the expected payments of principal and interest of U.S. denominated debt within its international subsidiaries whose functional currency is other than the U.S. dollar. The swaps are designated as cash flow hedges of the currency risk and interest-rate risk related to payments on the U.S. denominated debt. These instruments are also considered to be effective hedges and are recorded using hedge accounting. Under cash flow hedging, the entire gain or loss of the derivative, calculated as the net present value of the future cash flows, is reported on the consolidated balance sheets in accumulated other comprehensive loss. Amounts recorded in accumulated other comprehensive loss are released to earnings in the same period that the hedged transaction impacts consolidated earnings. Refer to “Note 8 - Derivative Instruments and Hedging Activities” for information on the fair value of interest rate swaps and cross-currency interest rate swaps as of February 28, 2023 and August 31, 2022.

Fair Value Instruments. The Company is exposed to foreign currency exchange rate fluctuations in the normal course of business. This includes exposure to foreign currency exchange rate fluctuations on U.S. dollar denominated liabilities within the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. The Company manages these fluctuations, in part, through the use of non-deliverable forward foreign-exchange contracts that are intended to offset changes in cash flows attributable to currency exchange movements. The contracts are intended primarily to economically address exposure to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar.

Currently, these contracts are treated for accounting purposes as fair value instruments and do not qualify for derivative hedge accounting, and as such the Company does not apply derivative hedge accounting to record these transactions. As a result, these contracts are valued at fair value with unrealized gains or losses reported in earnings during the period of the change. The Company seeks to mitigate foreign currency exchange-rate risk with the use of these contracts and does not intend to engage in speculative transactions. These contracts do not contain any credit-risk-related contingent features and are limited to less than one year in duration.

Revenue Recognition – The accounting policies and other disclosures such as the disclosure of disaggregated revenues are described in “Note 3 – Revenue Recognition.”

Gain Contingencies and Recoveries – A gain contingency is an existing condition, situation, or set of circumstances involving uncertainty as to a possible gain that will ultimately be resolved when one or more future events occur or fail to occur. During the ordinary course of our business, gain contingencies arise when we have the opportunity to recover costs or damages, we incur from insurance carriers or other third parties. Anticipated proceeds in excess of the amount of loss recognized are considered contingent gains. Anticipated proceeds in excess of a loss recognized in the financial statements are not recognized until all contingencies related to the collectability, timing and amount are realizable.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Cost of Goods Sold – The Company includes the cost of merchandise and food service and bakery raw materials in cost of goods sold: net merchandise sales. The Company also includes in cost of goods sold: net merchandise sales the external and internal distribution and handling costs for supplying merchandise, raw materials and supplies to the warehouse clubs, and, when applicable, costs of shipping to Members. External costs include inbound freight, duties, drayage, fees, insurance, and non-recoverable value-added tax related to inventory shrink, spoilage and damage. Internal costs include payroll and related costs, utilities, consumable supplies, repair and maintenance, rent expense and building and equipment depreciation at the Company's distribution facilities and payroll and other direct costs for in-club demonstrations.

For export sales, the Company includes the cost of merchandise and external and internal distribution and handling costs for supplying merchandise in cost of goods sold, exports.

Until the disposal of Aeropost in the first quarter of fiscal year 2022, the Company included the costs for the marketplace and casillero operations, of external and internal shipping, handling and other direct costs incurred to provide delivery, insurance and customs processing services in cost of goods sold, non-merchandise.

Vendor consideration consists primarily of volume rebates, time-limited product promotions, cooperative marketing efforts, digital advertising, slotting fees, demonstration reimbursements and prompt payment discounts. Volume rebates and time-limited promotions are recognized on a systematic and rational allocation of the cash consideration as the Company progresses toward earning the rebate, provided the amounts to be earned are probable and reasonably estimable. Cooperative marketing efforts and digital advertising are related to consideration received by the Company from vendors for non-distinct online advertising services on the Company’s website and social media platforms. Slotting fees are related to consideration received by the Company from vendors for preferential "end cap" placement of the vendor's products within the warehouse club. Demonstration reimbursements are related to consideration received by the Company from vendors for the in-club promotion of the vendors' products. The Company records the reduction in cost of goods sold on a transactional basis for these programs. On a quarterly basis, the Company calculates the amount of rebates recorded in cost of goods sold that relates to inventory on hand and this amount is reclassified as a reduction to inventory, if significant. Prompt payment discounts are taken in substantially all cases and therefore are applied directly to reduce the acquisition cost of the related inventory, with the resulting effect recorded to cost of goods sold when the inventory is sold.

Selling, General and Administrative – Selling, general and administrative costs consist primarily of expenses associated with operating warehouse clubs and freight forwarding operations. These costs include payroll and related costs, including separation costs associated with the Chief Executive Officer departure, utilities, consumable supplies, repair and maintenance, rent expense, building and equipment depreciation, bank, credit card processing fees, and amortization of intangibles. Also included in selling, general and administrative expenses are the payroll and related costs for the Company’s U.S. and regional management and purchasing centers.

In December 2022, the Company announced that Sherry Bahrambeygui would resign as Chief Executive Officer effective February 3, 2023. In connection with her departure, the Company recognized a one-time separation charge of approximately $7.7 million ($7.2 million net of tax) in the second quarter of fiscal year 2023. This amount consists of approximately $4.2 million of non-cash charges related to the acceleration of certain equity awards and approximately $3.5 million for other separation costs. Given that Ms. Bahrambeygui has substantially rendered the required services per her separation agreement, the Company recorded these charges in the current quarter. These charges were recorded in the Separation costs associated with Chief Executive Officer departure line item under the Selling, general and administrative caption within the Consolidated Statements of Income and are recorded in the Company’s United States segment. The Company substantially fulfilled all payment obligations by the end of the second quarter of fiscal year 2023; however, some vesting of PSUs will occur in the first quarter of fiscal year 2024.

Pre-Opening Costs – The Company expenses pre-opening costs (the costs of start-up activities, including organization costs and rent) for new warehouse clubs as incurred.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Loss Contingencies and Litigation – The Company records and reserves for loss contingencies if (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired, or a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a material loss will occur, the Company does not record and reserve for a loss contingency but describes the contingency within a note and provides detail, when possible, of the estimated potential loss or range of loss. If an estimate cannot be made, a statement to that effect is made.

Related Party Transactions – On February 3, 2023, Robert E. Price, a Company founder and Chairman of the Board, became Interim Chief Executive Officer. Mr. Price has elected not to receive compensation for his role as Interim Chief Executive Officer. Therefore, the financial statements do not include compensation charges for his services. We have estimated the fair value of these services, based on a number of factors, to be approximately $5.1 million on an annual basis. We acknowledge that this may not be representative of what ultimately could be the cost to the Company when a replacement Chief Executive Officer is hired.

Foreign Currency Translation – The assets and liabilities of the Company’s foreign operations are translated to U.S. dollars when the functional currency in the Company’s international subsidiaries is the local currency and not U.S. dollars. Assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the exchange rate on the balance sheet date, and revenue, costs and expenses are translated at average rates of exchange in effect during the period. The corresponding translation gains and losses are recorded as a component of accumulated other comprehensive income or loss. These adjustments will affect net income upon the sale or liquidation of the underlying investment.

The following table discloses the net effect of translation into the reporting currency on other comprehensive loss for these local currency denominated accounts for the three and six months ended February 28, 2023 and 2022 (in thousands):

	Three Months Ended				Six Months Ended
	February 28,<br>2023		February 28,<br>2022		February 28,<br>2023		February 28,<br>2022
Effect on other comprehensive income (loss) due to foreign currency translation	$	12,199	$	2,413	$	11,314	$	(5,718)

Monetary assets and liabilities denominated in currencies other than the functional currency of the respective entity (primarily U.S. dollars) are revalued to the functional currency using the exchange rate on the balance sheet date. These foreign exchange transaction gains (losses), including transactions recorded involving these monetary assets and liabilities, are recorded as Other income (expense) in the consolidated statements of income (in thousands):

	Three Months Ended				Six Months Ended
	February 28,<br>2023		February 28,<br>2022		February 28,<br>2023		February 28,<br>2022
Currency loss	$	(5,555)	$	(1,775)	$	(10,058)	$	(3,638)

Recent Accounting Pronouncements Adopted

There were no new accounting standards that had a material impact on the Company’s consolidated financial statements during the six-month period ended February 28, 2023, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of February 28, 2023 that the Company expects to have a material impact on its consolidated financial statements.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

NOTE 3 – REVENUE RECOGNITION

Performance Obligations

The Company identifies each distinct performance obligation to transfer goods (or bundle of goods) or services. The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring control of the goods or services to the customer.

Net Merchandise Sales. The Company recognizes net merchandise sales revenue, net of sales taxes, on transactions where the Company has determined that it is the principal in the sale of merchandise. These transactions may include shipping commitments and/or shipping revenue if the transaction involves delivery to the customer.

Non-merchandise Sales. Until the disposal of Aeropost in the first quarter of fiscal 2022, the Company recognized non-merchandise revenue, net of sales taxes, on transactions where the Company had determined that it was the agent in the transaction. These transactions primarily consisted of contracts the Company entered into with its customers to provide delivery, insurance and customs processing services for products its customers purchased online in the United States either directly from other vendors utilizing the vendor’s website or through the Company’s marketplace site. Revenue was recognized when the Company’s performance obligations were completed (that is when delivery of the items have been made to the destination point) and was recorded in “non-merchandise revenue” on the consolidated statements of income. Prepayment for orders for which the Company had not fulfilled its performance obligation were recorded as deferred income. Additionally, the Company recorded revenue at the net amounts retained, i.e., the amount paid by the customer less amounts remitted to the respective merchandise vendors, as the Company was acting as an agent and was not the principal in the sale of those goods being purchased from the vendors by the Company’s customers.

Membership Fee Revenue. Membership income represents annual membership fees paid by the Company’s warehouse club Members, which are recognized ratably over the 12-month term of the membership. Our membership policy allows Members to cancel their membership in the first 60 days and receive a full refund. After the 60-day period, membership refunds are prorated over the remaining term of the membership. The Company has significant experience with membership refund patterns and expects membership refunds will not be material. Therefore, no refund reserve was required for the periods presented. Membership fee revenue is included in membership income in the Company's consolidated statements of income. The deferred membership fee is included in deferred income in the Company's consolidated balance sheets.

Platinum Points Reward Programs. The Company currently offers Platinum Memberships in all of its 12 countries. The annual fee for a Platinum Membership is approximately $75. The Platinum Membership provides Members with a 2% rebate on most items, up to an annual maximum of $500. The rebate is issued annually to Platinum Members on March 1 and expires August 31. Platinum Members can apply this rebate to future purchases at the warehouse club during the redemption period. The Company records this 2% rebate as a reduction of revenue at the time of the sales transaction. Accordingly, the Company has reduced warehouse sales and has accrued a liability within other accrued expenses and other current liabilities, platinum rewards. The Company has determined that breakage revenue is 5% of the awards issued; therefore, it records 95% of the Platinum Membership liability at the time of sale. Annually, the Company reviews for expired unused rebates outstanding, and the expired unused rebates are recognized as “Other revenue and income” on the consolidated statements of income.

Co-branded Credit Card Points Reward Programs. Most of the Company’s subsidiaries have points reward programs related to co-branded credit cards. These points reward programs provide incremental points that can be used at a future time to acquire merchandise within the Company’s warehouse clubs. This results in two performance obligations, the first performance obligation being the initial sale of the merchandise or services purchased with the co-branded credit card and the second performance obligation being the future use of the points rewards to purchase merchandise or services. As a result, upon the initial sale, the Company allocates the transaction price to each performance obligation with the amount allocated to the future use points rewards recorded as a contract liability within other accrued expenses and other current liabilities on the consolidated balance sheet. The portion of the selling price allocated to the reward points is recognized as Net merchandise sales when the points are used or when the points expire. The Company reviews on an annual basis expired points rewards outstanding, and the expired rewards are recognized as Net merchandise sales on the consolidated statements of income within markets where the co-branded credit card agreement allows for such treatment.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Gift Cards. Members’ purchases of gift cards to be utilized at the Company's warehouse clubs are not recognized as sales until the card is redeemed and the customer purchases merchandise using the gift card. The outstanding gift cards are reflected as other accrued expenses and other current liabilities in the consolidated balance sheets. These gift cards generally have a one-year stated expiration date from the date of issuance and are generally redeemed prior to expiration. However, the absence of a large volume of transactions for gift cards impairs the Company's ability to make a reasonable estimate of the redemption levels for gift cards; therefore, the Company assumes a 100% redemption rate prior to expiration of the gift cards. The Company periodically reviews unredeemed outstanding gift certificates, and the gift certificates that have expired are recognized as “Other revenue and income” on the consolidated statements of income.

Co-branded Credit Card Revenue Sharing Agreements. As part of the co-branded credit card agreements that the Company has entered into with financial institutions within its markets, the Company often enters into revenue sharing agreements. As part of these agreements, in some countries, the Company receives a portion of the interest income generated from the average outstanding balances on the co-branded credit cards from these financial institutions (“interest generating portfolio” or “IGP”). The Company recognizes its portion of interest received as revenue during the period it is earned. The Company has determined that this revenue should be recognized as “Other revenue and income” on the consolidated statements of income.

Contract Performance Liabilities

Contract performance liabilities as a result of transactions with customers primarily consist of deferred membership income, other deferred income, deferred gift card revenue, Platinum points programs, and liabilities related to co-branded credit card points rewards programs which are included in deferred income and other accrued expenses and other current liabilities in the Company’s consolidated balance sheets. The following table provides these contract balances from transactions with customers as of the dates listed (in thousands):

	Contract Liabilities
	February 28,<br>2023		August 31,<br>2022
Deferred membership income	$	31,128	$	28,000
Other contract performance liabilities	$	20,140	$	10,473

Disaggregated Revenues

In the following table, net merchandise sales are disaggregated by merchandise category (in thousands):

	Three Months Ended				Six Months Ended
	February 28,<br>2023		February 28,<br>2022		February 28,<br>2023		February 28,<br>2022
Foods & Sundries	$	552,153	$	492,776	$	1,064,046	$	963,726
Fresh Foods	325,479		289,122		620,766		558,797
Hardlines	119,689		120,335		235,285		232,274
Softlines	66,372		64,561		120,790		115,034
Other Business	52,306		45,102		100,575		86,108
Net Merchandise Sales	$	1,115,999	$	1,011,896	$	2,141,462	$	1,955,939

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

NOTE 4 – EARNINGS PER SHARE

The Company presents basic net income per share using the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders and that determines basic net income per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings that would have been available to common stockholders. A participating security is defined as a security that may participate in undistributed earnings with common stock. The Company’s capital structure includes securities that participate with common stock on a one-for-one basis for distribution of dividends. These are the restricted stock awards and restricted stock units issued pursuant to the 2013 Equity Incentive Award Plan. The Company does not include performance stock units as participating securities until the performance criteria are satisfied. The Company determines the diluted net income per share by using the more dilutive of the two class-method or the treasury stock method and by including the basic weighted average of outstanding performance stock units for which performance criteria have not been met in the calculation of diluted net income per share under the two-class method and including all potential common shares assumed issued in the calculation of diluted net income per share under the treasury stock method.

The following table sets forth the computation of net income per share for the three and six-months ended February 28, 2023 and 2022 (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	February 28,<br>2023		February 28,<br>2022		February 28,<br>2023		February 28,<br>2022
Net income attributable to PriceSmart, Inc.	$	31,347	$	31,461	$	64,252	$	61,972
Less: Allocation of income to unvested stockholders	(51)		(78)		(627)		(600)
Net income attributable to PriceSmart, Inc. available for distribution	$	31,296	$	31,383	$	63,625	$	61,372
Basic weighted average shares outstanding	30,741		30,578		30,727		30,565
Add dilutive effect of performance stock units (two-class method)	19		4		13		28
Diluted average shares outstanding	30,760		30,582		30,740		30,593
Basic net income per share	$	1.02	$	1.03	$	2.07	$	2.01
Diluted net income per share	$	1.02	$	1.03	$	2.07	$	2.01

NOTE 5 – STOCKHOLDERS’ EQUITY

Dividends

The following table summarizes the dividends declared and paid during fiscal year 2023 and 2022 (amounts are per share):

			First Payment					Second Payment
Declared	Amount		Record<br>Date	Date<br>Paid	Date<br>Payable	Amount		Record<br>Date	Date<br>Paid	Date<br>Payable	Amount
2/3/2023	$	0.92	2/16/2023	2/28/2023	N/A	$	0.46	8/15/2023	N/A	8/31/2023	$	0.46
2/3/2022	$	0.86	2/15/2022	2/28/2022	N/A	$	0.43	8/15/2022	8/31/2022	N/A	$	0.43

The Company anticipates the ongoing payment of semi-annual dividends in subsequent periods, although the actual declaration of future dividends, if any, the amount of such dividends, and the establishment of record and payment dates is subject to final determination by the Board of Directors at its discretion after its review of the Company’s financial performance and anticipated capital requirements, taking into account the uncertain macroeconomic conditions on our results of operations and cash flows.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

The following tables disclose the effects on accumulated other comprehensive loss of each component of other comprehensive income (loss), net of tax (in thousands):

	Attributable to<br><br>PriceSmart		Noncontrolling<br><br>Interests		Total
Beginning balance, September 1, 2022	$	(195,586)	$	—	$	(195,586)
Foreign currency translation adjustments	11,314		—		11,314
Defined benefit pension plans (1)	15		—		15
Derivative instruments (2)	554		—		554
Ending balance, February 28, 2023	$	(183,703)	$	—	$	(183,703)			Attributable to <br>PriceSmart		Noncontrolling <br>Interests		Total
---	---	---	---	---	---	---
Beginning balance, September 1, 2021	$	(182,508)	$	251	$	(182,257)
Foreign currency translation adjustments	(5,718)		3		(5,715)
Defined benefit pension plans (1)	101		—		101
Derivative instruments (2)	3,712		—		3,712
Sale of Aeropost	—		(254)		(254)
Ending balance, February 28, 2022	$	(184,413)	$	—	$	(184,413)			Attributable to <br>PriceSmart		Noncontrolling <br>Interests		Total
---	---	---	---	---	---	---
Beginning balance, September 1, 2021	$	(182,508)	$	251	$	(182,257)
Foreign currency translation adjustments	(19,034)		3		(19,031)
Defined benefit pension plans (1)	(341)		—		(341)
Derivative instruments (2)	6,170		—		6,170
Amounts reclassified from accumulated other comprehensive loss	127		—		127
Sale of Aeropost	—		$	(254)	(254)
Ending balance, August 31, 2022	$	(195,586)	$	—	$	(195,586)

(1)Amounts reclassified from accumulated other comprehensive income (loss) related to the minimum pension liability are included in warehouse club and other operations in the Company's consolidated statements of income.

(2)Refer to Note 8 - Derivative Instruments and Hedging Activities.

Retained Earnings Not Available for Distribution

The following table summarizes retained earnings designated as legal reserves of various subsidiaries which cannot be distributed as dividends to PriceSmart, Inc. according to applicable statutory regulations (in thousands):

	February 28,<br>2023		August 31,<br>2022
Retained earnings not available for distribution	$	8,971	$	8,648

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company and its subsidiaries are subject to legal proceedings, claims and litigation arising in the ordinary course of business related to the Company’s operations and property ownership. The Company evaluates such matters on a case by case basis, and vigorously contests any such legal proceedings or claims which the Company believes are without merit. The Company believes that the final disposition of these matters will not have a material adverse effect on its financial position, results of operations or liquidity. It is possible, however, that the Company's results of operations for a particular quarter or fiscal year could be impacted by changes in circumstances relating to such matters.

The Company establishes an accrual for legal proceedings if and when those matters reach a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. The Company monitors those matters for developments that would affect the likelihood of a loss and the accrued amount, if any, thereof, and adjusts the amount as appropriate. If the loss contingency at issue is not both probable and reasonably estimable, the Company does not establish an accrual, but will continue to monitor the matter for developments that will make the loss contingency both probable and reasonably estimable. If it is at least a reasonable possibility that a material loss will occur, the Company will provide disclosure regarding the contingency.

On August 5, 2022, PriceSmart received notice from Click USA Inc. and Aeropost, Inc. alleging that PriceSmart had breached certain provisions of a Stock Purchase Agreement between PriceSmart and Click USA, Inc. dated October 1, 2021, concerning the sale of Aeropost, Inc. to Click USA Inc. In this notice, Click USA Inc. and Aeropost, Inc. allege that PriceSmart made inaccurate or incomplete representations and warranties relating to Aeropost, Inc.’s cyber security and the condition of its IT systems in connection with the sale. Click USA Inc. and Aeropost, Inc. further asserted that, in or around April 2022, Aeropost, Inc. suffered cyberattacks, and they seek to hold PriceSmart liable for some amount of damages due to alleged losses directly relating to the cyberattacks as well as due to possible third-party claims as a result of the cyber-attacks. The notice suggested that aggregate losses attributable to these losses and future claims could exceed $3.0 million. On October 17, 2022, PriceSmart received a letter from Click USA Inc. supplementing its August 5, 2022 notice with additional information concerning Click USA Inc.’s direct losses and the existence or likelihood of third-party claims and potential related losses. Click USA Inc.’s letter estimates its total losses for direct and third-party claims at $2.9 million. Per the express terms of the agreement, the maximum amount of all losses for which PriceSmart may be liable for claims arising out of allegations concerning the above-referenced representations and warranties is $4.0 million. In its October 17, 2022 letter, Click USA Inc. notified PriceSmart of a separate and unrelated claim for breach of representations and warranties in the Stock Purchase Agreement relating to the alleged misclassification of an employee in Costa Rica. Click USA Inc. alleges that the amount of possible loss relating to this claim is approximately $300,000. PriceSmart intends to vigorously defend itself against all of Click USA Inc.’s claims and, as such, we have concluded that a loss related to this matter is not probable and any potential loss is not reasonably estimable; therefore, we have not accrued a liability for this matter.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Income Taxes

For interim reporting, the Company uses an estimated annual effective tax rate (AETR) to calculate income tax expense. Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in the determination of the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating its ability to recover deferred tax assets in the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and incorporates assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company considers three years of cumulative operating income (loss).

The Company is required to file federal and state tax returns in the United States and various other tax returns in foreign jurisdictions. The preparation of these tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. The Company, in consultation with its tax advisors, bases its tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various taxing authorities in the jurisdictions in which the Company files its returns. As part of these reviews, a taxing authority may disagree with the interpretations the Company used to calculate its tax liability and therefore require the Company to pay additional taxes.

The Company accrues an amount for its estimate of probable additional income tax liability. In certain cases, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained. There were no material changes in the Company’s uncertain income tax positions during the six months ended February 28, 2023.

In evaluating the exposure associated with various non-income tax filing positions, the Company accrues for probable and estimable exposures for non-income tax related tax contingencies. As of February 28, 2023 and August 31, 2022, the Company has recorded within other accrued expenses and other current liabilities a total of $1.4 million and $1.1 million, respectively, for various non-income tax related tax contingencies.

While the Company believes the recorded liabilities are adequate, there are inherent limitations in projecting the outcome of litigation, in estimating probable additional income tax liability taking into account uncertain tax positions and in evaluating the probable additional tax associated with various non-income tax filing positions. As such, the Company is unable to make a reasonable estimate of the sensitivity to change of estimates affecting its recorded liabilities. As additional information becomes available, the Company assesses the potential liability and revises its estimates as appropriate.

In two countries where the Company operates, minimum income tax rules require the Company to pay taxes based on a percentage of sales rather than income. As a result, the Company is making income tax payments substantially in excess of those it would expect to pay based on taxable income. The Company had income tax receivables of $11.3 million and $11.0 million, as of February 28, 2023 and August 31, 2022, respectively, and deferred tax assets of $4.0 million and $3.5 million as of February 28, 2023 and August 31, 2022, respectively, in these countries. While the rules related to refunds of income tax receivables in these countries are either unclear or complex, the Company has not placed any type of allowance on the recoverability of these tax receivables or deferred tax assets, because the Company believes that it is more likely than not that it will ultimately succeed in its refund requests.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Other Commitments

The Company is also committed to non-cancelable construction service obligations for various warehouse club developments and expansions. As of February 28, 2023 and August 31, 2022, the Company had approximately $14.4 million and $16.5 million, respectively, in contractual obligations for construction services not yet rendered.

From time to time, the Company has entered into general land purchase and land purchase option agreements. The Company’s land purchase agreements are typically subject to various conditions, including, but not limited to, the ability to obtain necessary governmental permits or approvals. A deposit under an agreement is typically returned to the Company if all permits or approvals are not obtained. Generally, the Company has the right to cancel any of its agreements to purchase land without cause by forfeiture of some or all of the deposits it has made pursuant to the agreement. As of February 28, 2023, the Company had entered into three land purchase agreements that, if completed, would result in the use of approximately $10.6 million in cash. Lastly, the Company has one lease option agreement for one additional warehouse club. One of the land purchase agreements and the lease option described above were executed after February 28, 2023, but prior to issuance of these financial statements. Refer to "Note 10 – Subsequent Events" for more information.

The table below summarizes the Company’s interest in real estate joint ventures, commitments to additional future investments and the Company’s maximum exposure to loss as a result of its involvement in these joint venture as of February 28, 2023 (in thousands):

Entity	%<br>Ownership		Initial<br>Investment		Additional<br>Investments		Net Income (Loss)<br>Inception to<br>Date		Company’s<br>Variable<br>Interest<br>in Entity		Commitment<br><br>to Future<br><br>Additional<br><br>Investments(1)		Company's<br><br>Maximum<br><br>Exposure<br><br>to Loss in<br><br>Entity(2)
GolfPark Plaza, S.A.	50	%	$	4,616	$	2,402	$	(96)	$	6,922	$	99	$	7,021
Price Plaza Alajuela PPA, S.A.	50	%	2,193		1,236		109		3,538		785		4,323
Total			$	6,809	$	3,638	$	13	$	10,460	$	884	$	11,344

(1)The parties intend to seek alternate financing for the project, which could reduce the amount of investments each party would be required to provide. The parties may mutually agree on changes to the project, which could increase or decrease the amount of contributions each party is required to provide.

(2)The maximum exposure is determined by adding the Company’s variable interest in the entity and any explicit or implicit arrangements that could require the Company to provide additional financial support.

NOTE 7 – DEBT

Short-term borrowings consist of unsecured lines of credit. The following table summarizes the balances of total facilities, facilities used and facilities available (in thousands):

			Facilities Used
	Total Amount<br><br>of Facilities		Short-term<br><br>Borrowings		Letters of<br><br>Credit		Facilities<br><br>Available		Weighted average<br><br>interest rate
February 28, 2023 - Committed	$	75,000	$	—	$	151	$	74,849	—	%
February 28, 2023 - Uncommitted	91,000		10,133		—		80,867		12.7
February 28, 2023 - Total	$	166,000	$	10,133	$	151	$	155,716	12.7	%
August 31, 2022 - Committed	$	75,000	—		73		$	74,927	—	%
August 31, 2022 - Uncommitted	91,000		10,608		—		80,392		5.3
August 31, 2022 - Total	$	166,000	$	10,608	$	73	$	155,319	5.3	%

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

As of February 28, 2023 and August 31, 2022, the Company was in compliance with all covenants or amended covenants for each of its short-term facility agreements. These facilities generally expire annually or bi-annually and are normally renewed. One of these facilities is a committed credit agreement with one bank for $75.0 million. In exchange for the bank’s commitment to fund any drawdowns the Company requests, the Company pays an annual commitment fee of 0.25%, payable quarterly, on any unused portion of this facility. Additionally, the Company has uncommitted facilities in most of the countries where it operates, with drawdown requests subject to approval by the individual banks each time a drawdown is requested.

The following table provides the changes in long-term debt for the six months ended February 28, 2023:

(Amounts in thousands)	Current<br>portion of<br>long-term debt		Long-term<br>debt (net of current portion)		Total
Balances as of August 31, 2022	$	33,715	$	103,556	$	137,271	(1)
Proceeds from long-term debt incurred during the period:
Guatemala subsidiary	—		12,454		12,454
Barbados subsidiary	—		7,460		7,460
Honduras subsidiary	1,002		12,796		13,798
Total proceeds from long-term debt incurred during the period	1,002		32,710		33,712
Repayments of long-term debt:	(8,175)		(8,819)		(16,994)
Reclassifications of long-term debt due in the next 12 months	868		(868)		—
Translation adjustments on foreign currency debt of subsidiaries whose functional currency is not the U.S. dollar(2)	11		(196)		(185)
Balances as of February 28, 2023	$	27,421	$	126,383	$	153,804	(3)

(1)The carrying amount of non-cash assets assigned as collateral for these loans was $155.6 million. The carrying amount of cash assets assigned as collateral for these loans was $5.3 million.

(2)These foreign currency translation adjustments are recorded within Other comprehensive income (loss).

(3)The carrying amount of non-cash assets assigned as collateral for these loans was $172.0 million. The carrying amount of cash assets assigned as collateral for these loans was $4.4 million.

As of February 28, 2023 and August 31, 2022, the Company had approximately $102.9 million and $110.7 million, respectively, of long-term loans held in the U.S. entity and in several foreign subsidiaries, which require these entities to comply with certain annual or quarterly financial covenants, which include debt service and leverage ratios. The Company was in compliance with all covenants or amended covenants for both periods.

Annual maturities of long-term debt are as follows (in thousands):

Twelve Months Ended February 28,	Amount
2024	$	27,421
2025	37,926
2026	15,534
2027	13,288
2028	43,483
Thereafter	16,152
Total	$	153,804

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

NOTE 8 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to interest rate risk relating to its ongoing business operations. To manage interest rate exposure, the Company enters into hedge transactions (interest rate swaps) using derivative financial instruments. The objective of entering into interest rate swaps is to eliminate the variability of cash flows in the LIBOR interest payments associated with variable-rate loans over the life of the loans. As changes in interest rates impact the future cash flow of interest payments, the hedges provide a synthetic offset to interest rate movements.

In addition, the Company is exposed to foreign currency and interest rate cash flow exposure related to non-functional currency long-term debt of two of its wholly owned subsidiaries. To manage this foreign currency and interest rate cash flow exposure, the Company’s subsidiaries entered into cross-currency interest rate swaps that convert their U.S. dollar denominated floating interest payments to functional currency fixed interest payments during the life of the hedging instrument. As changes in foreign exchange and interest rates impact the future cash flow of interest payments, the hedges are intended to offset changes in cash flows attributable to interest rate and foreign exchange movements.

These derivative instruments (cash flow hedging instruments) are designated and qualify as cash flow hedges, with the entire gain or loss on the derivative reported as a component of other comprehensive loss. Amounts are deferred in other comprehensive loss and reclassified into earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects earnings.

The Company is exposed to foreign-currency exchange-rate fluctuations in the normal course of business, including foreign-currency exchange-rate fluctuations on U.S. dollar denominated liabilities within its international subsidiaries whose functional currency is other than the U.S. dollar. The Company manages these fluctuations, in part, through the use of non-deliverable forward foreign-exchange contracts (NDFs) that are intended to offset changes in cash flow attributable to currency exchange movements. These contracts are intended primarily to economically address exposure to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. Currently, these contracts do not qualify for derivative hedge accounting. The Company seeks to mitigate foreign-currency exchange-rate risk with the use of these contracts and does not intend to engage in speculative transactions. These contracts do not contain any credit-risk-related contingent features.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Cash Flow Hedges

As of February 28, 2023, all of the Company’s interest rate swap and cross-currency interest rate swap derivative financial instruments are designated and qualify as cash flow hedges. The Company formally documents the hedging relationships for its derivative instruments that qualify for hedge accounting.

The following table summarizes agreements for which the Company has recorded cash flow hedge accounting for the six months ended February 28, 2023:

Entity	Date<br>Entered<br>into	Derivative<br>Financial<br>Counter-<br>party	Derivative<br>Financial<br>Instruments	InitialUSNotionalAmount	Bank<br>US$<br>loan <br>Held<br>with	Floating Leg<br>(swap<br>counter-party)	Fixed Rate<br>for PSMT<br>Subsidiary		Settlement<br>Dates	Effective<br>Period of swap
Colombia subsidiary	26-Sep-22	Citibank, N.A. ("Citi")	Cross currency interest rate swap		PriceSmart, Inc.	3.00%	10.35	%	24th day of each December, March, June and September beginning December 26, 2022	September 26, 2022 - September 24, 2024
Colombia subsidiary	3-May-22	Citibank, N.A. ("Citi")	Cross currency interest rate swap		PriceSmart, Inc.	3.00%	9.04	%	3rd day of each May, August, November and February, beginning on August 3, 2022	May 3, 2022 - May 3, 2027
Colombia subsidiary	17-Nov-21	Citibank, N.A. ("Citi")	Cross currency interest rate swap		PriceSmart, Inc.	3.00%	8.40	%	17th day of each February, May, August, and November, beginning on February 17, 2022	November 17, 2021 - November 18, 2024
Colombia subsidiary	3-Dec-19	Citibank, N.A. ("Citi")	Cross currency interest rate swap		Citibank, N.A.	Variable rate 3-month Libor plus 2.45%	7.87	%	3rd day of each December, March, June and September beginning March 3, 2020	December 3, 2019 - December 3, 2024
Colombia subsidiary	27-Nov-19	Citibank, N.A. ("Citi")	Cross currency interest rate swap		Citibank, N.A.	Variable rate 3-month Libor plus 2.45%	7.93	%	27th day of each November, February, May and August beginning February 27, 2020	November 27, 2019 - November 27, 2024
Panama subsidiary	25-Jun-18	Bank of Nova Scotia ("Scotiabank")	Interest rate swap		Bank of Nova Scotia	Variable rate 3-month Libor plus 3.0%	5.99	%	23rd day of each month beginning on July 23, 2018	June 25, 2018 - March 23, 2023
PriceSmart, Inc.	7-Nov-16	MUFG Union Bank, N.A. ("Union Bank")	Interest rate swap		Union Bank	Variable rate 3-month Libor plus 1.70%	3.65	%	1st day of each month beginning on April 1, 2017	March 1, 2017 - March 1, 2027

All values are in US Dollars.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

For the three and six months ended February 28, 2023 and February 28, 2022, the Company included the gain or loss on the hedged items (that is, variable-rate borrowings) in the same line item—interest expense—as the offsetting gain or loss on the related interest rate swaps as follows (in thousands):

Income Statement Classification	Interest<br><br>expense on<br><br>borrowings(1)		Cost of<br><br>swaps(2)		Total
Interest expense for the three months ended February 28, 2023	$	1,327	$	190	$	1,517
Interest expense for the three months ended February 28, 2022	$	544	$	908	$	1,452
Interest expense for the six months ended, February 28, 2023	$	2,430	$	537	$	2,967
Interest expense for the six months ended February 28, 2022	$	1,101	$	1,757	$	2,858

(1)This amount is representative of the interest expense recognized on the underlying hedged transactions.

(2)This amount is representative of the interest expense recognized on the interest rate swaps and cross-currency swaps designated as cash flow hedging instruments.

The total notional balance of the Company’s pay-fixed/receive-variable interest rate swaps and cross-currency interest rate swaps was as follows (in thousands):

	Notional Amount as of
Floating Rate Payer (Swap Counterparty)	February 28,<br>2023		August 31,<br>2022
Union Bank	$	30,706	$	31,344
Citibank N.A.	57,263		66,353
Scotiabank	7,875		8,625
Total	$	95,844	$	106,322

Derivatives listed on the table below were designated as cash flow hedging instruments. The table summarizes the effect of the fair value of interest rate swap and cross-currency interest rate swap derivative instruments that qualify for derivative hedge accounting and its associated tax effect on accumulated other comprehensive (income)/loss (in thousands):

		February 28, 2023						August 31, 2022
Derivatives designated as cash flow hedging instruments	Balance Sheet<br>Classification	Fair<br>Value		Net Tax<br>Effect		Net<br>OCI		Fair<br>Value		Net Tax<br>Effect		Net<br>OCI
Cross-currency interest rate swaps	Other current assets	$	41	$	(11)	$	30	$	2,736	$	(348)	$	2,388
Cross-currency interest rate swaps	Other non-current assets	13,550		(4,742)		8,808		10,289		(4,559)		5,730
Cross-currency interest rate swaps	Other current liabilities	—		—		—		(82)		25		(57)
Interest rate swaps	Other non-current assets	2,444		(540)		1,904		1,596		(6)		1,590
Net fair value of derivatives designated as hedging instruments		$	16,035	$	(5,293)	$	10,742	$	14,539	$	(4,888)	$	9,651

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Fair Value Instruments

From time to time the Company enters into non-deliverable forward foreign-exchange contracts. These contracts are treated for accounting purposes as fair value contracts and do not qualify for derivative hedge accounting. The use of non-deliverable forward foreign-exchange contracts is intended to offset changes in cash flow attributable to currency exchange movements. These contracts are intended primarily to economically hedge exposure to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar.

The following table summarizes the non-deliverable forward foreign exchange contracts that are open as of February 28, 2023:

Financial Derivative<br>(Counterparty)	Subsidiary	Dates<br>Entered into (Range)	Derivative Financial<br>Instrument	Total Notional<br>Amounts<br>(in thousands)		Settlement<br> Dates (Range)
Scotiabank Colpatria, S.A.	Colombia	11-Jan-2023 - 17-Feb-2023	Forward foreign exchange contracts (USD)	$	3,500	17-Apr-2023 - 14-Nov-2023
Citibank, N.A. ("Citi")	Colombia	18-Jan-2023 - 23-Feb-2023	Forward foreign exchange contracts (USD)	$	6,000	19-May-2023 - 16-Nov-2023
Banco Ficohsa	Honduras	22-Feb-2023 - 28-Feb-2023	Forward foreign exchange contracts (USD)	$	5,000	1-Mar-2023 - 7-Mar-2023

Forward derivative gains and (losses) on non-deliverable forward foreign-exchange contracts are included in Other income (expense), net in the consolidated statements of income in the period of change, but the amounts were immaterial for the three and six month periods ended February 28, 2023 and February 28, 2022.

NOTE 9 – SEGMENTS

The Company and its subsidiaries are principally engaged in the international operation of membership shopping in 50 warehouse clubs located in 12 countries and one U.S. territory that are located in Central America, the Caribbean and Colombia. In addition, the Company operates distribution centers and corporate offices in the United States. The Company has aggregated its warehouse clubs, distribution centers and corporate offices into reportable segments. The Company’s reportable segments are based on management’s organization of these locations into operating segments by general geographic location, which are used by management in setting up management lines of responsibility, providing support services, and making operational decisions and assessments of financial performance. Segment amounts are presented after converting to U.S. dollars and consolidating eliminations. Certain revenues, operating costs and inter-company charges included in the United States segment are not allocated to the segments within this presentation, as it is impractical to do so, and they appear as reconciling items to reflect the amount eliminated on consolidation of intersegment transactions. From time to time, the Company revises the measurement of each segment's operating income and net income, including certain corporate overhead allocations, and other measures as determined by the information regularly reviewed by management. When the Company does so, the previous period amounts and balances are reclassified to conform to the current period's presentation.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

The following tables summarize by segment certain revenues, operating costs and balance sheet items (in thousands):

	United<br>States<br>Operations		Central<br>American<br>Operations		Caribbean<br><br>Operations(1)		Colombia Operations		Reconciling<br><br>Items(2)		Total
Three Months Ended February 28, 2023
Revenue from external customers	$	6,882	$	694,210	$	332,306	$	108,791	$	—	$	1,142,189
Intersegment revenues	365,177		6,801		1,137		1,175		(374,290)		—
Depreciation, Property and equipment	1,478		8,925		4,792		2,299		—		17,494
Amortization, Intangibles	381		—		—		—		—		381
Operating income (loss)	6,964		56,633		25,474		4,662		(39,933)		53,800
Net income (loss) attributable to PriceSmart, Inc.	1,279		46,442		20,424		3,135		(39,933)		31,347
Capital expenditures, net	3,338		16,067		3,968		5,031		—		28,404
Six Months Ended February 28, 2023
Revenue from external customers	$	17,340	$	1,323,289	$	639,831	$	216,535	$	—	$	2,196,995
Intersegment revenues	772,817		13,383		2,651		1,880		(790,731)		—
Depreciation, Property and equipment	2,856		17,724		9,423		4,675		—		34,678
Amortization, Intangibles	765		—		—		—		—		765
Operating income (loss)	20,556		106,763		49,977		9,530		(77,499)		109,327
Net income (loss) attributable to PriceSmart, Inc.	7,104		88,448		39,708		6,491		(77,499)		64,252
Long-lived assets (other than deferred tax assets)	74,226		524,474		209,684		169,934		—		978,318
Goodwill	8,981		24,149		10,055		—		—		43,185
Total assets	221,076		959,064		474,637		231,395		—		1,886,172
Capital expenditures, net	8,829		28,311		7,369		9,314		—		53,823
Three Months Ended February 28, 2022
Revenue from external customers	$	8,722	$	614,381	$	293,680	$	121,774	$	—	$	1,038,557
Intersegment revenues	372,536		5,030		1,333		779		(379,678)		—
Depreciation, Property and equipment	1,541		8,598		4,023		2,556		—		16,718
Amortization, Intangibles	380		—		—		—		—		380
Operating income (loss)	8,299		46,052		21,755		6,124		(33,908)		48,322
Net income (loss) attributable to PriceSmart, Inc.	3,176		38,750		17,624		5,819		(33,908)		31,461
Capital expenditures, net	1,298		13,361		14,974		3,702		—		33,335
Six Months Ended February 28, 2022
Revenue from external customers	$	22,706	$	1,185,885	$	566,168	$	239,154	$	—	$	2,013,913
Intersegment revenues	786,879		10,028		2,777		1,601		(801,285)		—
Depreciation, Property and equipment	2,006		16,898		8,041		4,920		—		31,865
Amortization, Intangibles	836		—		—		—		—		836
Operating income (loss)	14,556		89,431		41,633		12,502		(63,783)		94,339
Net income (loss) attributable to PriceSmart, Inc.	6,548		74,650		34,074		10,502		(63,802)		61,972
Long-lived assets (other than deferred tax assets)	75,543		497,585		212,418		176,911		—		962,457
Goodwill	8,982		24,309		10,043		—		—		43,334
Total assets	191,677		860,718		463,236		257,699		—		1,773,330
Capital expenditures, net	3,207		26,051		22,047		16,085		—		67,390
As of August 31, 2022
Long-lived assets (other than deferred tax assets)	$	71,743	$	498,204	$	218,021	$	175,194	$	—	$	963,162
Goodwill	8,981		24,250		10,072		—		—		43,303
Investment in unconsolidated affiliates	—		10,534		—		—		—		10,534
Total assets	230,411		867,898		474,411		235,680		—		1,808,400

(1)Management considers its club in the U.S. Virgin Islands to be part of its Caribbean operations.

(2)The reconciling items reflect the amount eliminated on consolidation of intersegment transactions.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated all events subsequent to the balance sheet date as of February 28, 2023 through the date of issuance of these consolidated financial statements and has determined that, except as set forth below, there are no subsequent events that require disclosure.

On March 10, 2023, the Company executed a lease agreement for land in Escuintla, Guatemala for the purpose of constructing a new warehouse club, which it expects to open in the fall of 2023. The lease agreement will result in the recognition of a lease liability and right-of-use asset of approximately $1.5 million.

On March 31, 2023, the Company executed a purchase agreement for land in Santa Ana, El Salvador for the purpose of constructing a new warehouse club, which it expects to open in early 2024.

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PRICESMART, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements concerning PriceSmart, Inc.'s ("PriceSmart", the "Company", "we" or "our") anticipated future revenues and earnings, adequacy of future cash flows, 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 only as of the date they are made, and we do not undertake to update these statements, except as required by law. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, but not limited to, the risks detailed in this Quarterly Report under the heading “Part II. Item 1A. Risk Factors” and in the Annual Report on Form 10-K under the heading “Part I. Item 1A. Risk Factors” and “Part I Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022 filed with the United States Securities and Exchange Commission (“SEC”) on October 31, 2022. These risk factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. 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 currently considers to be immaterial.

Overview

The mission of our business is to improve the lives of our employees and Members, provide socially responsible support to the communities in which we operate our business and deliver a fair financial return to our investors. PriceSmart is the only membership-based warehouse club business in the markets where we operate in Latin America and the Caribbean. Following in the tradition of PriceClub® and Costco®, our goal is to offer high quality merchandise at the lowest possible prices by leveraging volume purchasing and eliminating inefficiencies from the distribution network.

PriceSmart opened its first location in Panama City, Panama in October of 1996. Today, our company operates 50 warehouse clubs in 12 countries, plus the U.S. Virgin Islands, with revenues in excess of $4.0 billion in fiscal year 2022.

Membership is a key characteristic of warehouse clubs. As of February 28, 2023, PriceSmart had almost 1.8 million membership accounts. Our Diamond Members generally pay an annual membership fee of approximately $35 and our Platinum Members generally pay $75 per year, in exchange for an annual 2% cash-back rebate. These membership fees are applied to lowering the price of the products we sell. We believe membership also provides a sense of identity and loyalty that, in turn, reduces the need for PriceSmart to spend money on advertising.

As is typical of all warehouse club businesses, PriceSmart stocks a limited number of stock keeping units (SKU’s). Our SKU count is less than 3,000 items, compared to a grocery store that might stock 30,000 SKU’s or a hypermarket that might stock over 100,000 SKU’s. We believe limiting the number of SKU’s contributes to efficiencies at all levels of our business, thereby supporting lower prices for our Members.

PriceSmart also offers an extensive selection of its own private label products under the brand “Member’s Selection®”. The Member’s Selection® brand provides our Members with high quality private label merchandise at prices lower than the comparable national brands. Similar to other warehouse clubs, PriceSmart has food courts at all locations with the traditional selection of hot dogs and pizza, along with other items. Unique to many of our PriceSmart clubs are our coffee bars selling coffee and coffee specialties, with coffee sourced from the coffee growing regions in our markets. PriceSmart also offers an extensive line of bakery products, which are produced by our bakeries.

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Our warehouse clubs range in sales floor size from approximately 30,000 to 60,000 square feet. Our larger clubs are typically located in and around densely populated major cities that include a large penetration of consumers with significant disposable income. Our smaller clubs tend to be in areas with less population density, but where there are significant opportunities to serve the population and supply and support businesses. We also operate smaller format clubs in urban areas where it is difficult to secure sufficient real estate at a reasonable cost. However, for future clubs with a smaller physical footprint, beginning with our San Miguel, El Salvador Club, we have redesigned the layout in order to accommodate a similar number of selling pallet positions as our larger clubs.

We strategically invest in technology to enhance Member experience and convenience. We believe technology allows us to access valuable data that supports our ability to increase efficiencies and gain important insights about our Members and their shopping preferences. We now provide digital membership and auto-renewal for the convenience of our Members. Additionally, technology is fundamental to providing a platform for our members to shop online.

Our logistics and distribution infrastructure is key to maximizing efficiencies. We continually review and upgrade our logistics and distribution systems in an attempt to capture efficiencies as our business grows in sales volume, in geography and through activity generated by e-commerce. We utilize regional distribution centers in the U.S. and Costa Rica as well as several local distribution centers to distribute merchandise efficiently and to create flexibility to mitigate the risk of supply-chain disruption. We also seek to capture efficiencies by using specialized distribution centers for produce and centralized production for categories such as bakery and meat processing.

Purchasing land and constructing warehouse clubs is generally our largest ongoing capital investment. Securing land for warehouse club locations is challenging in several of our markets because suitable sites at economically feasible prices are difficult to find. We believe ownership of our real estate in many of our markets provides several advantages, including lower operating expenses, flexibility to expand or otherwise enhance our buildings, long-term control over the use of the property and potential increase of value in future years. Although we prefer to own real estate, we sometimes lease our real estate when leasing provides the best available opportunity.

We do not currently face direct competition from U.S. membership warehouse club operators in our markets. However, we do face competition from various local and international retail formats such as hypermarkets, supermarkets, cash and carry outlets, hard discounters, home improvement centers, electronic retailers, specialty stores, convenience stores, traditional wholesale distribution and online sales.

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The number of warehouse clubs for each country or territory were as follows:

Country/Territory	Number of<br>Warehouse Clubs <br>in Operation as of February 28, 2022	Number of<br>Warehouse Clubs <br>in Operation as of February 28, 2023	Anticipated Warehouse Club Openings in Calendar Year 2023	Anticipated Warehouse Club Openings in Calendar Year 2024
Colombia	9	9	1	—
Costa Rica	8	8	—	—
Panama	7	7	—	—
Dominican Republic	5	5	—	—
Guatemala	5	5	1	—
Trinidad	4	4	—	—
Honduras	3	3	—	—
El Salvador	2	2	1	1
Nicaragua	2	2	—	—
Jamaica	1	2	—	—
Aruba	1	1	—	—
Barbados	1	1	—	—
U.S. Virgin Islands	1	1	—	—
Totals	49	50	3	1

Our warehouse clubs, one regional distribution center and several smaller local distribution centers are located in Latin America and the Caribbean, and our corporate headquarters, U.S. buying operations and our larger regional distribution center are located primarily in the United States. Our operating segments are the United States, Central America, the Caribbean and Colombia.

We are currently constructing a warehouse club in the Hacienda San Andrés area of San Miguel, El Salvador, approximately 100 miles east of the capital city San Salvador, which is anticipated to open in May 2023. It will be our third club in El Salvador. We have also purchased land and plan to open our fourth warehouse club in El Salvador, located in Santa Ana, approximately 40 miles west from the nearest club in the capital of San Salvador. The club will be built on a five-acre property and is anticipated to open in early 2024. In addition, we are proceeding with the construction of a warehouse club in the affluent El Poblado area of Medellín, Colombia. We expect to open this warehouse club, which will be our second club in Medellín and the Company’s tenth warehouse club in Colombia, in 2023. We have recently leased land and have plans to open our sixth warehouse club in Guatemala, located in Escuintla, approximately 40 miles south of the nearest club in the capital of Guatemala City. The club will be built on a five-acre property and is anticipated to open in the fall of 2023. Once these four new clubs are open, we will operate 54 warehouse clubs.

We also export products to a retailer in the Philippines and are exploring expansion of that business in other markets.

Factors Affecting Our Business

Overall economic trends, foreign currency exchange volatility, and other factors impacting the business

Our sales and profits vary from market to market depending on general economic factors, including GDP growth; consumer preferences; foreign currency exchange rates; political policies and social conditions; local demographic characteristics (such as population growth); the number of years we have operated in a particular market; and the level of retail and wholesale competition in that market. The economies of many of our markets are dependent on foreign trade, tourism, and foreign direct investments. Uncertain economic conditions and slowdown in global economic growth and investment may impact the economies in our markets, causing significant declines in GDP and employment and devaluations of local currencies against the U.S. dollar.

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During the second quarter of fiscal year 2023, inflation in all of our markets and devaluations of foreign currency, especially in Colombia, were significant headwinds. However, some markets, especially Costa Rica, benefited from currency appreciation which off-set most of the currency devaluations experienced in our other countries. Substantial product cost increases due to inflation or commodity price increases have and could continue to impact our financial results and could lead to reduced sales, fewer units sold, and/or margin pressure. Events directly or indirectly related to COVID-19 have resulted in market and supply-chain disruptions. These factors have increased the complexity of managing our inventory flow and business; however, during the first six months of fiscal year 2023, we saw a general improvement in transit days and a reduction in freight rates of our shipping containers. We are working to hold down and/or mitigate the price increases passed on to our Members while maintaining the right inventory mix to grow sales. One key mitigating factor has been our expanded network of distribution centers, which has facilitated alternative shipping routes, increased throughput, and provided flexibility to mitigate our supply-chain challenges and risks more effectively.

Currency fluctuation can be one of the largest variables affecting our overall sales and profit performance, as we have experienced in prior fiscal years, because many of our markets are susceptible to foreign currency exchange rate volatility. During the first six months of fiscal year 2023 and 2022, approximately 78.8% and 77.9%, respectively, of our net merchandise sales were in currencies other than the U.S. dollar. Of those sales, 48.9% and 48.7% consisted of sales of products we purchased in U.S. dollars for each period, respectively.

A devaluation of local currency reduces the value of sales and membership income that is generated in that country when translated to U.S. dollars for our consolidated results. In addition, when local currency experiences devaluation, we may elect to increase the local currency price of imported merchandise to maintain our target margins, which could impact demand for the merchandise affected by the price increase. We may also modify the mix of imported versus local merchandise and/or the source of imported merchandise to mitigate the impact of currency fluctuations. Our Colombia market has experienced a foreign currency devaluation against the U.S. dollar of approximately 23% as of February 28, 2023 compared to February 28, 2022. Raising prices to keep pace with inflation and offset currency devaluations can increase the effective cost of imported merchandise to the Member and negatively impact sales volume. As a result, beginning later in the second quarter of fiscal year 2023, we strategically held pricing steady on certain commodity and high volume items in our U.S. Foods and U.S. Fresh categories imported to Colombia, instead of increasing the prices to reflect the rising costs of these items. We expect that this action will begin to adversely impact our total gross margin percentage for our Colombia segment and our Company overall. We see Colombia as a key market for growth, and we believe this strategy will enable us to provide value for the Member during a particularly difficult economic period of high inflation and significant currency devaluation. Information about the effect of local currency devaluations is discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net Merchandise Sales and Comparable Sales.”

Our wallet-share capture of total retail and wholesale sales can vary from market to market due to competition and the availability of other shopping options for our Members. Demographic characteristics within each of our markets can affect both the overall level of sales and future sales growth opportunities. Certain island markets, such as Aruba, Barbados and the U.S. Virgin Islands, offer us limited upside for sales growth given their overall market size.

We continue to face the risk of political instability which may have significant effects on our business. For example, civil unrest in Colombia in response to tax reform and austerity measures paralyzed significant portions of the country’s infrastructure as roadblocks and riots disrupted normal economic activity during the third quarter of fiscal year 2021. Nicaragua and Honduras experienced anti-government protests in 2019; Costa Rica also had a general strike against tax reform measures that significantly impeded regular economic activity in 2018.

Our operations are subject to volatile weather conditions and natural disasters. In November 2020, Hurricanes Eta and Iota brought severe rainfall, winds, and flooding to a significant portion of Central America, especially Honduras, which caused significant damage to parts of that country’s infrastructure. Although our warehouse clubs were not significantly affected and we were able to manage our supply chain to keep our warehouse clubs stocked with merchandise, similar natural disasters could adversely impact our overall sales, costs and profit performance in the future.

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Periodically, we experience a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity), particularly in Trinidad. This can and has impeded our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products and to otherwise redeploy these funds in our Company. This illiquidity also increases our foreign exchange exposure to any devaluation of the local currency relative to the U.S. dollar. For instance, during fiscal year 2021, we experienced significant limitations on our ability to convert Trinidad dollars to U.S. dollars or other tradeable currencies. Our balance as of February 28, 2023 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $14.7 million, a decrease of $85.8 million from the peak of $100.5 million as of November 30, 2020. However, as the Trinidad central bank strictly manages the exchange rate of the Trinidad dollar with the U.S. dollar and affects the level of U.S. Dollar liquidity in the market through its interventions, we are subject to continued challenges in converting our Trinidad dollars to U.S. dollars, as well as being exposed to the risk of a potential devaluation of the currency.

Mission and Business Strategy

PriceSmart exists to improve the lives and businesses of our Members, our employees and our communities through the responsible delivery of the best quality goods and services at the lowest possible prices. Our mission is to serve as a model company, which operates profitably and provides a good return to our investors, by providing Members in emerging and developing markets with exciting, high quality merchandise sourced from around the world and valuable services at compelling prices in safe U.S. style clubs and through PriceSmart.com. We prioritize the well-being and safety of our Members and employees. We provide good jobs, fair wages and benefits and opportunities for advancement. We strive to treat our suppliers right and empower them when we can. We conduct ourselves in a socially responsible manner as we endeavor to improve the quality of the lives of our Members and their businesses, while respecting the environment and the laws of all the countries in which we operate. The annual membership fee enables us to operate our business with lower margins than traditional retail stores. As we continue to invest in technological capabilities, we are increasing our tools to drive sales and operational efficiencies. We believe we are well positioned to blend the excitement and appeal of our brick-and-mortar business with the convenience and additional benefits of online shopping and services and, meanwhile, enhance Member experience and engagement.

Growth

As we look to the future, our Company is focused on three major drivers of growth:

•Invest in Remodeling Current PriceSmart Clubs, Adding New PriceSmart Locations and Opening More Distribution Centers

•Increase Membership Value

•Drive Incremental Sales via PriceSmart.com and Enhanced Online, Digital and Technological Capabilities

I.Invest in Remodeling Current PriceSmart Clubs, Adding New PriceSmart Locations and Opening More Distribution Centers. We believe that one of the quickest and most effective ways to increase sales and profitability is to increase the size and number of parking spaces in our high-volume locations. For instance, we are currently remodeling and expanding one of our clubs in San Salvador, El Salvador. We continue to pursue warehouse club growth opportunities in our markets and to assess opportunities in new markets. Currently our pipeline of new clubs includes plans to open two warehouse clubs in El Salvador, one located in San Miguel and the other in Santa Ana, which we expect to open in May 2023 and in early 2024, respectively. Currently under construction is our second warehouse club in Medellin, Colombia, which we expect to open before the close of calendar year 2023. Additionally, we plan to open our sixth warehouse club in Guatemala, located in Escuintla, which we expect to open in the fall of 2023. Our distribution network currently consists of major distribution centers in Miami and Costa Rica, complemented by varying distribution activities in our other markets. Based on our experience with our Costa Rica distribution center, we believe that investing in similar distribution centers in other major markets will play a strategic role in a variety of ways. Distribution centers are also strategically important in providing the infrastructure to support PriceSmart.com online sales to both our business and our family Members. In addition to major distribution centers, PriceSmart has been investing in what we call Produce Distribution Centers, which enable us to purchase, process and package produce directly from farms both in our markets, as well as for imported produce.

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II.Increase Membership Value. We are seeking to attract more Members and retain our current Members by expanding the benefits of being a Member of PriceSmart through sales, services, and convenience. As benefits grow and the value of being a PriceSmart Member increases, adjustments to the membership fee may be warranted. A larger membership base and higher membership fee contribute to the bottom line of the business. We focus on growth of our membership base, Member renewal rates and spend per Member as part of determining how Members see our value. By adding more benefits that Members can only obtain with us, we expect to see growth in the number of Members, which drives Membership income and Merchandise sales. Recent examples of enhancements we have made to the value of membership include: additional services, such as the ability for all of our Members to transact on PriceSmart.com; pickup and delivery service in all of our clubs; and the implementation and expansion of our Well-being initiative, which offers Optical services with free eye exams for the Member and additional members of their families and deeply discounted eyeglass frames, Audiology services with free hearing exams and deeply discounted hearing aids, and, in some of our markets, Pharmacy, which provides a significant convenience to our Members. Another way we enhance Membership value is through our private label offering, “Member’s Selection®,” a brand that is available only to PriceSmart Members. We believe the Member’s Selection® brand carries goodwill and is recognized in our markets for value. Private label also provides us the opportunity to source quality items locally when appropriate. Select local sourcing has multiple benefits, including support of local communities in which we operate by enhancing business activity and creating direct and indirect jobs, mitigation of foreign currency exchange risk, and reduced supply chain exposure. These initiatives offer additional benefits and services for our Members, whether they choose to shop on-line, in-club, or both. During the first six months of fiscal 2023, our private label sales represented 25.9% of total merchandise sales, up from 23.5% for fiscal year 2022, and we plan to continue to invest in the development of additional private label products under the “Member’s Selection®” brand.

III.Drive Incremental sales via PriceSmart.com and Enhanced Online, Digital and Technological Capabilities. We recognize the growing expectation of consumers in our markets for convenience. As a result, we continue to improve the functionality of PriceSmart.com and to expand our product offerings and related content available online. We also build and apply technological tools to continue to learn more about and strengthen our relationships with each of our Members. PriceSmart.com and these tools provide the opportunity for us to continually strengthen and expand the scope of our relationship with each Member and offer incremental products and services in the future. Our PriceSmart.com offering also provides data that informs us regarding the potential viability of new clubs in new areas and offers us options to serve and expand into new markets without the need for a traditional brick & mortar club location. We also invest in technology to capture operational efficiencies and enhance our decision-making for the increasingly dynamic environment we are in.

Financial highlights for the second quarter of fiscal year 2023 included:

•Total revenues increased 10.0% over the comparable prior year period.

•Net merchandise sales increased 10.3% over the comparable prior year period. We ended the quarter with 50 warehouse clubs compared to 49 warehouse clubs at the end of the second quarter of fiscal year 2022. Foreign currency exchange rate fluctuations impacted net merchandise sales negatively by 0.2% versus the same three-month period in the prior year.

•Comparable net merchandise sales (that is, sales in the 49 warehouse clubs that have been open for greater than 13 ½ calendar months) for the 13 weeks ended March 5, 2023 increased 8.5%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales negatively by 0.2%.

•Membership income for the second quarter of fiscal year 2023 increased 7.3% to $16.2 million over the comparable prior year period.

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 12.8% over the prior-year period, and merchandise gross profits as a percent of net merchandise sales were 16.0%, an increase of 40 basis points or 0.4% from the same period in the prior year.

•Selling, general and administrative expenses increased 12.4% primarily due to a one-time $7.7 million severance charge for the departure of the Company's former Chief Executive Officer.

•Operating income for the second quarter of fiscal year 2023 was $53.8 million, an increase of 11.3%, or $5.5 million, compared to the second quarter of fiscal year 2022.

•We recorded a $5.3 million net loss in other income (expense), net primarily from currency transactions in the second quarter of fiscal year 2023 compared to a $0.8 million net currency loss primarily from currency transactions in the same period last year.

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•Our effective tax rate increased in the second quarter of fiscal year 2023 to 34.0% from 31.0% in the second quarter of fiscal year 2022. The increase in the effective tax rate is primarily related to separation costs associated with the departure of our former Chief Executive Officer.

•Net income attributable to PriceSmart for the second quarter of fiscal year 2023 was $31.3 million, or $1.02 per diluted share, compared to $31.5 million, or $1.03 per diluted share, in the second quarter of fiscal year 2022.

•Adjusted net income for the second quarter of fiscal year 2023 was $38.5 million, or an adjusted $1.25 per diluted share, compared to $31.5 million, or $1.03 per diluted share, in the second quarter of fiscal year 2022.

Financial highlights for the six months ended February 28, 2023 included:

•Total revenues increased 9.1% over the comparable prior year period.

•Net merchandise sales increased 9.5% over the comparable prior year period. We ended the first six months of fiscal 2023 with 50 warehouse clubs compared to 49 warehouse clubs at the end of the second quarter of fiscal 2022. Foreign currency exchange rate fluctuations impacted net merchandise sales negatively by 1.2% versus the comparable six-month period.

•Comparable net merchandise sales (that is, sales in the 49 warehouse clubs that have been open for greater than 13 ½ calendar months) for the 26 weeks ended March 5, 2023 increased 6.8%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales negatively by 1.1%.

•Membership income increased 7.4% to $32.1 million.

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 11.6% over the prior-year period, and merchandise gross profits as a percent of net merchandise sales were 16.1%, an increase of 30 basis points or 0.3% from the same period in the prior year.

•Selling, general and administrative expenses increased 8.7% primarily due to a one-time $7.7 million severance charge for the departure of the Company's former Chief Executive Officer.

•Operating income was $109.3 million, an increase of 15.9%, or $15.0 million, compared to the first six months of fiscal 2022.

•We recorded a $9.9 million net loss in other income (expense) primarily from currency transactions in the current six-month period compared to a $0.6 million net gain primarily from the disposal of Aeropost in the same period last year.

•Our effective tax rate increased for the first six months of fiscal year 2023 to 33.7% from 32.6% in the first six months of fiscal 2022, primarily related to separation costs associated with the departure of our former Chief Executive Officer.

•Net income attributable to PriceSmart for the first six months of fiscal year 2023 was $64.3 million, or $2.07 per diluted share, compared to $62.0 million, or $2.01 per diluted share, in the comparable prior year period.

•Adjusted net income for the first six months of fiscal year 2023 was $71.4 million, or an adjusted $2.30 per diluted share, compared to adjusted net income of $60.5 million, or an adjusted $1.96 per diluted share, in the comparable prior year period.

Non – GAAP (Generally Accepted Accounting Principles) Financial Measures

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with U.S. GAAP (Generally Accepted Accounting Principles). In addition to relevant GAAP measures, we also provide non-GAAP measures including adjusted net income and adjusted net income per diluted share because management believes these metrics are useful to investors and analysts by excluding items that we do not believe are indicative of our core operating performance. These measures are customary for our industry and commonly used by competitors. 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. In addition, adjusted net income and adjusted net income per diluted share may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

Adjusted Net Income

The adjusted net income and adjusted net income per diluted share metrics are important measures used by management to compare the performance of core operating results between periods. We define adjusted net income as net income, as reported, adjusted for: separation costs associated with the departure of our former Chief Executive Officer, gain on the sale of our Aeropost subsidiary and the tax impact of the foregoing adjustments on net income. We define adjusted net income per diluted share as adjusted net income divided by the weighted-average diluted shares outstanding.

We believe adjusted net income and adjusted net income per diluted share are useful metrics to investors and analysts because they present more accurate year-over-year comparisons for our net income and net income per diluted share because adjusted items are not the result of our normal operations.

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	Three Months Ended				Six Months Ended
	February 28,<br>2023		February 28,<br>2022		February 28,<br>2023		February 28,<br>2022
Net income as reported	$	31,347	$	31,461	$	64,252	$	61,972
Adjustments:
Separation costs associated with Chief Executive Officer departure (1)	7,747		—		7,747		—
Gain on sale of Aeropost subsidiary (2)	—		—		—		(2,736)
Tax impact of adjustments to net income (3)	(550)		—		(550)		1,280
Adjusted net income	$	38,544	$	31,461	$	71,449	$	60,516
Net income per diluted share	$	1.02	$	1.03	$	2.07	$	2.01
Separation costs associated with Chief Executive Officer departure (4)	0.23		—		0.23		—
Gain on sale of Aeropost subsidiary (5)	—		—		—		(0.05)
Adjusted net income per diluted share	$	1.25	$	1.03	$	2.30	$	1.96

(1)     Reflects $7.7 million of separation costs associated with the departure of our former Chief Executive Officer in February 2023.

(2)     Reflects a gain of $2.7 million associated with the sale of our Aeropost subsidiary on October 1, 2021.

(3)     Reflects the tax effect for the impact of separation costs associated with the departure of our former Chief Executive Officer and the gain on sale of Aeropost subsidiary.

(4)     The separation costs associated with Chief Executive Officer departure, net of tax, reduced net income per diluted share by $0.23 in the second quarter of fiscal 2023.

(5)    The gain from the sale of Aeropost, net of tax, contributed $0.05 to net income per diluted share in the first quarter of fiscal 2022.

COMPARISON OF THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022

The following discussion and analysis compares the results of operations for the three-month and six-month periods ended on February 28, 2023 with the three-month and six month-periods ended on February 28, 2022 and should be read in conjunction with the consolidated financial statements and the accompanying notes included elsewhere in this report. Unless otherwise noted, all tables on the following pages present U.S. dollar amounts in thousands. Certain percentages presented are calculated using actual results prior to rounding.

Net Merchandise Sales

The following tables indicate the net merchandise club sales in the segments in which we operate and the percentage growth in net merchandise sales by segment during the three and six months ended February 28, 2023 and February 28, 2022:

	Three Months Ended
	February 28, 2023								February 28, 2022
	Amount		% of net<br>sales		Increase/ (Decrease) from prior year		Change		Amount		% of net<br>sales
Central America	$	681,667	61.1	%	$	78,630	13.0	%	$	603,037	59.6	%
Caribbean	327,754		29.4		38,323		13.2		289,431		28.6
Colombia	106,578		9.5		(12,850)		(10.8)		119,428		11.8
Net merchandise sales	$	1,115,999	100.0	%	$	104,103	10.3	%	$	1,011,896	100.0	%

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	Six Months Ended
	February 28, 2023								February 28, 2022
	Amount		% of net<br>sales		Increase/ (Decrease) from prior year		Change		Amount		% of net<br>sales
Central America	$	1,298,719	60.6	%	$	135,086	11.6	%	$	1,163,633	59.5	%
Caribbean	630,618		29.5		72,854		13.1		557,764		28.5
Colombia	212,125		9.9		(22,417)		(9.6)		234,542		12.0
Net merchandise sales	$	2,141,462	100.0	%	$	185,523	9.5	%	$	1,955,939	100.0	%

Comparison of Three and Six Months Ended February 28, 2023 and 2022

Overall, total net merchandise sales grew 10.3% for the second quarter and 9.5% for the six-month period ended February 28, 2023. The second quarter increase resulted from a 3.8% increase in transactions and a 6.2% increase in average ticket. For the six-month period, the increase resulted from a 3.4% increase in transactions and a 5.9% increase in average ticket. Transactions represent the total number of visits our Members make to our warehouse clubs and PriceSmart.com curbside pickup and delivery service transactions. Average ticket represents the amount our Members spend on each visit or PriceSmart.com order. We had 50 clubs in operation as of February 28, 2023 compared to 49 clubs as of February 28, 2022.

Net merchandise sales in our Central America segment increased 13.0% and 11.6% for the second quarter and six-months ended February 28, 2023, respectively. These increases had a 780 basis point (7.8%) and 690 basis point (6.9%) positive impact on total net merchandise sales growth. All markets within this segment had positive net merchandise sales growth for the three and six-month periods ended February 28, 2023.

Net merchandise sales in our Caribbean segment increased 13.2% and 13.1%, respectively, for the second quarter and the six-months ended February 28, 2023. The increase for the quarter had a 380 basis point (3.8%) positive impact on net merchandise sales growth and the increase for the six-months had a 370 basis point (3.7%) positive impact on net merchandise sales growth. All of our markets in this segment had positive net merchandise sales growth. We added one new club to the segment when compared to the comparable prior-year period. We opened our second warehouse club in Jamaica in April 2022.

Net merchandise sales in our Colombia segment decreased 10.8% and 9.6% for the second quarter and the six-months ended February 28, 2023, respectively. This decrease had a 130 basis point (1.3%) and 110 basis point (1.1%) negative impact on total net merchandise sales growth. The primary driver of the decreased revenue for the quarter was due to the significant devaluation of the Colombian peso during the current fiscal year, which has negatively impacted sales in the second quarter of fiscal year 2023.

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The following table indicates the impact that currency exchange rates had on our net merchandise sales in dollars and the percentage change from the three and six-month period ended February 28, 2023. The term “currency exchange rates” refers to the currency exchange rates we use to convert net merchandise and comparable net merchandise sales for all countries where the functional currency is not the U.S. dollar into U.S. dollars. We calculate the effect of changes in currency exchange rates as the difference between current period activities translated using the current period’s currency exchange rates and the comparable prior year period’s currency exchange rates. We believe the disclosure of the effects of currency exchange rate fluctuations on our results permits investors to understand better the Company’s underlying performance.

	Currency Exchange Rate Fluctuations for the<br><br>Three months Ended<br><br>February 28, 2023
	Amount		% change
Central America	$	16,245	2.6	%
Caribbean	2,952		1.0
Colombia	(21,513)		(18.1)
Net merchandise sales	$	(2,316)	(0.2)	%			Currency Exchange Rate Fluctuations for the<br><br>Six Months Ended<br><br>February 28, 2023
---	---	---	---	---
	Amount		% change
Central America	$	13,933	1.2	%
Caribbean	7,615		1.4
Colombia	(45,082)		(19.3)
Net merchandise sales	$	(23,534)	(1.2)	%

Overall, the effects of currency fluctuations within our markets had approximately $2.3 million and $23.5 million, or 20 basis point (0.2%) and 120 basis points (1.2%), negative impact on net merchandise sales for the quarter and six-months ended February 28, 2023, respectively.

Currency fluctuations had a $16.2 million and $13.9 million, or 260 basis point (2.6%) and 120 basis point (1.2%), positive impact on net merchandise sales in our Central America segment for the quarter and six-months ended February 28, 2023. These currency fluctuations contributed approximately 140 basis points (1.4%) and 70 basis points (0.7%) of the positive impact on net merchandise sales for the quarter and six-months ended February 28, 2023. The Costa Rica Colón appreciated significantly against the dollar as compared to the same three-month and six-month period a year ago, and was a significant factor in the contribution to the favorable currency fluctuations in this segment.

Currency fluctuations had a $3.0 million and $7.6 million, or 100 basis point (1.0%) and 140 basis point (1.4%), positive impact on net merchandise sales in our Caribbean segment for the quarter and six-months ended February 28, 2023. These currency fluctuations contributed approximately 30 basis points (0.3%) and 40 basis points (0.4%) of positive impact on total net merchandise sales, respectively. This positive impact was primarily driven by the appreciation of the Dominican Peso as compared to the same three-month and six-month period a year ago.

Currency fluctuations had a $21.5 million and $45.1 million, or 1,810 basis point (18.1%) and 1,930 basis point (19.3%), negative impact on net merchandise sales in our Colombia segment for the quarter and six-months ended February 28, 2023. These currency fluctuations contributed approximately 190 basis points (1.9%) and 230 basis points (2.3%) of the total negative impact on total net merchandise sales for the quarter and six-months ended February 28, 2023.

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Comparable Merchandise Sales

We report comparable net merchandise sales on a “same week” basis with 13 weeks in each quarter beginning on a Monday and ending on a Sunday. The periods are established at the beginning of the fiscal year to provide as close of a match as possible to the calendar month and quarter that is used for financial reporting purposes. This approach equalizes the number of weekend days and weekdays in each period for improved sales comparison, as we experience higher merchandise club sales on the weekends. Each of the warehouse clubs used in the calculations was open for at least 13 ½ calendar months before its results for the current period were compared with its results for the prior period. As a result, sales related to one of our warehouse clubs opened during fiscal year 2022 will not be used in the calculation of comparable sales until it has been open for at least 13 ½ months. Therefore, comparable net merchandise sales includes 49 warehouse clubs for the thirteen-week period ended March 5, 2023.

The following tables indicate the comparable net merchandise sales in the reportable segments in which we operate and the percentage changes in net merchandise sales by segment during the thirteen and twenty-six week periods ended March 5, 2023 and February 27, 2022 compared to the prior year:

	Thirteen Weeks Ended
	March 5, 2023		February 27, 2022
	% Increase/(Decrease)<br>in comparable<br>net merchandise sales		% Increase<br>in comparable<br>net merchandise sales
Central America	13.1	%	10.6	%
Caribbean	6.9		13.1
Colombia	(10.6)		1.7
Consolidated comparable net merchandise sales	8.5	%	10.3	%
	Twenty-Six Weeks Ended
---	---	---	---	---
	March 5, 2023		February 27, 2022
	% Increase/(Decrease)<br>in comparable<br>net merchandise sales		% Increase/(Decrease)<br>in comparable<br>net merchandise sales
Central America	10.6	%	12.3	%
Caribbean	6.8		9.1
Colombia	(11.9)		(0.5)
Consolidated comparable net merchandise sales	6.8	%	9.9	%

Comparison of Thirteen and Twenty-Six-Week Periods Ended March 5, 2023 and February 27, 2022

Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the thirteen-week period ended March 5, 2023 increased 8.5%. Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the twenty-six week period ended March 5, 2023 increased 6.8%.

Comparable net merchandise sales in our Central America segment increased 13.1% and 10.6% for the thirteen-week and twenty-six week periods ended March 5, 2023, respectively. All of our markets in Central America had positive comparable net merchandise sales growth for the thirteen-week and twenty-six week periods ended March 5, 2023. The positive comparable net merchandise sales growth for our Central America segment contributed approximately 770 basis points (7.7%) and 630 basis points (6.3%) of positive impact in total comparable merchandise sales for the thirteen-week and twenty-six week periods ended March 5, 2023, respectively.

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Comparable net merchandise sales in our Caribbean segment increased 6.9% and 6.8% for the thirteen-week and twenty-six week periods ended March 5, 2023. These increases contributed approximately 200 basis points (2.0%) and 190 basis points (1.9%) of positive impact on total comparable merchandise sales for the thirteen-week and twenty-six week periods ended March 5, 2023, respectively.

Our Dominican Republic market continued its strong performance in the thirteen-week and twenty-six week periods ended March 5, 2023, with 15.1% and 17.1% comparable net merchandise sales growth, respectively. This strong performance was offset by our Jamaica market, which declined in comparable net merchandise sales by 5.0% and 6.0% for the thirteen-week and twenty-six week periods ended March 5, 2023, respectively, due to sales transfers from the existing club included in the comparable net merchandise sales calculation to the new club not included in the calculation.

Comparable net merchandise sales in our Colombia segment decreased 10.6% and 11.9% for the thirteen-week and twenty-six week periods ended March 5, 2023, respectively. These decreases contributed approximately 120 basis points (1.2%) and 140 basis points (1.4%) of negative impact in total comparable merchandise sales for the thirteen-week and twenty-six week periods ended March 5, 2023, respectively. The decrease in Colombia during the thirteen-week and twenty-six week period was primarily due to the foreign currency devaluation.

The following tables illustrate the impact that changes in foreign currency exchange rates had on our comparable merchandise sales in dollars and the percentage change for the thirteen-week and twenty-six week periods ended March 5, 2023:

	Currency Exchange Rate Fluctuations for the Thirteen Weeks Ended March 5, 2023
	Amount		% change
Central America	$	16,846	2.8	%
Caribbean	2,667		0.9
Colombia	(21,292)		(18.2)
Consolidated comparable net merchandise sales	$	(1,779)	(0.2)	%
	Currency Exchange Rate Fluctuations for the Twenty-Six Weeks Ended<br><br>March 5, 2023
---	---	---	---	---
	Amount		% change
Central America	$	15,305	1.3	%
Caribbean	7,445		1.4
Colombia	(44,055)		(18.9)
Consolidated comparable net merchandise sales	$	(21,305)	(1.1)	%

Overall, the mix of currency fluctuations within our markets had an approximately $1.8 million and $21.3 million, or 20 basis point (0.2%) and 110 basis point (1.1%), negative impact on comparable net merchandise sales for the thirteen and twenty-six week periods ended March 5, 2023.

Currency fluctuations within our Central America segment accounted for approximately 190 basis points (1.9%) and 80 basis points (0.8%) of positive impact on total comparable merchandise sales for the thirteen and twenty-six week period, respectively. Our Costa Rica market was the main contributor as the market experienced currency appreciation when compared to the same periods last year.

Currency fluctuations within our Caribbean segment accounted for approximately 30 basis points (0.3%) and 40 basis points (0.4%) of positive impact on total comparable merchandise sales for the thirteen and twenty-six week period, respectively. Our Dominican Republic, Jamaica, and Trinidad markets all experienced currency appreciation.

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Currency fluctuations within our Colombia segment accounted for approximately 240 basis points (2.4%) and 230 basis points (2.3%) of negative impact on total comparable merchandise sales for the thirteen and twenty-six week period, respectively. This reflects the devaluation of the Colombian peso when compared to the same periods a year ago.

Membership Income

Membership income is recognized ratably over the one-year life of the membership.

	Three Months Ended
	February 28, 2023								February 28, 2022
	Amount		Increase/ (Decrease) from prior year		% Change		Membership<br><br>income % to<br><br>net merchandise<br><br>club sales		Amount
Membership income - Central America	$	9,854	$	874	9.7	%	1.4	%	$	8,980
Membership income - Caribbean	4,338		344		8.6		1.3		3,994
Membership income - Colombia	1,984		(113)		(5.4)		1.9		2,097
Membership income - Total	$	16,176	$	1,105	7.3	%	1.4	%	$	15,071			Six Months Ended
---	---	---	---	---	---	---	---	---	---	---
	February 28, 2023								February 28, 2022
	Amount		Increase/ (Decrease) from prior year		% Change		Membership<br><br>income % to<br><br>net merchandise<br><br>club sales		Amount
Membership income - Central America	$	19,379	$	1,624	9.1	%	1.5	%	$	17,755
Membership income - Caribbean	8,753		786		9.9		1.4		7,967
Membership income - Colombia	3,939		(201)		(4.9)		1.9		4,140
Membership income - Total	$	32,071	$	2,209	7.4	%	1.5	%	$	29,862
Number of accounts - Central America	967,406		36,890		4.0	%			930,516
Number of accounts - Caribbean	460,855		23,790		5.4				437,065
Number of accounts - Colombia	339,295		(5,213)		(1.5)				344,508
Number of accounts - Total	1,767,556		55,467		3.2	%			1,712,089

Comparison of Three and Six Months Ended February 28, 2023

The number of member accounts as of February 28, 2023 was 3.2% higher than the number of accounts as of February 28, 2022. Membership income increased 7.3% and 7.4% over the three and six-month periods ended February 28, 2023, respectively, compared to the same prior-year periods.

Membership income increased in our Central America and Caribbean segments and decreased in our Colombia segment in the three and six-month periods ended February 28, 2023. The consolidated increase in membership income is due to an increase in the membership base since the comparable prior year period. Since August 31, 2022, our Central America and Caribbean segments have increased their membership base and our Colombia segment has faced a decline in its membership base. Inflation and significant foreign currency devaluation have adversely impacted our Members in that market.

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We offer the Platinum Membership program in all locations where PriceSmart operates. The annual fee for a Platinum Membership in most markets is approximately $75. The Platinum Membership program provides Members with a 2% rebate on most items, up to an annual maximum of $500. We record the 2% rebate as a reduction on net merchandise sales at the time of the sales transaction. Platinum Membership accounts are 8.2% of our total membership base as of February 28, 2023, an increase from 6.8% as of February 28, 2022. Platinum Members tend to have higher renewal rates than our Diamond Members.

Our trailing twelve-month renewal rate was 88.0% and 89.8% for the periods ended February 28, 2023 and February 28, 2022, respectively.

Other Revenue

Other revenue primarily consists of non-merchandise revenue from freight and handling fees generated from the marketplace and casillero operations we sold in October 2021, interest-generating portfolio from our co-branded credit cards, and rental income from operating leases where the Company is the lessor.

	Three Months Ended
	February 28, 2023						February 28, 2022
	Amount		Increase/ (Decrease) from prior year		% Change		Amount
Miscellaneous income	$	2,619	$	349	15.4		$	2,270
Rental income	513		(133)		(20.6)		646
Other revenue	$	3,132	$	216	7.4	%	$	2,916			Six Months Ended
---	---	---	---	---	---	---	---	---
	February 28, 2023						February 28, 2022
	Amount		Increase/ (Decrease) from prior year		% Change		Amount
Non-merchandise revenue	$	—	$	(3,307)	(100.0)	%	$	3,307
Miscellaneous income	5,016		699		16.2		4,317
Rental income	1,106		(174)		(13.6)		1,280
Other revenue	$	6,122	$	(2,782)	(31.2)	%	$	8,904

Comparison of Three and Six Months Ended February 28, 2023 and February 28, 2022

The primary driver of the decrease in other revenue for the six-months ended February 28, 2023 was the sale of our Aeropost subsidiary and its marketplace and casillero operations on October 1, 2021.

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Results of Operations

	Three Months Ended
Results of Operations Consolidated	February 28, 2023		February 28, 2022		Increase/ (Decrease)
(Amounts in thousands, except percentages and number of warehouse clubs)
Net merchandise sales
Net merchandise sales	$	1,115,999	$	1,011,896	$	104,103
Total gross margin	$	178,537	$	158,263	$	20,274
Total gross margin percentage	16.0%		15.6%		0.4%
Revenues
Total revenues	$	1,142,189	$	1,038,557	$	103,632
Percentage change from prior period					10.0%
Comparable net merchandise sales
Total comparable net merchandise sales increase/(decrease)	8.5%		10.3%		(1.8)%
Total revenue margin
Total revenue margin	$	198,164	$	176,709	$	21,455
Total revenue margin percentage	17.3%		17.0%		0.3%
Selling, general and administrative
Selling, general and administrative	$	144,364	$	128,387	$	15,977
Selling, general and administrative percentage of total revenues	12.6%		12.4%		0.2		%

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	Three Months Ended
Results of Operations Consolidated	February 28,<br>2023		% of<br><br>Total Revenue		February 28,<br>2022		% of<br><br>Total Revenue
Operating income- by segment
Central America	$	56,633	5.0	%	$	46,052	4.4	%
Caribbean	25,474		2.2		21,755		2.1
Colombia	4,662		0.4		6,124		0.6
United States	6,964		0.6		8,299		0.8
Reconciling Items (1)	(39,933)		(3.5)		(33,908)		(3.3)
Operating income - Total	$	53,800	4.7	%	$	48,322	4.7	%

(1)The reconciling items reflect the amount eliminated upon consolidation of intersegment transactions.

	Six Months Ended
Results of Operations Consolidated	February 28, 2023		February 28, 2022		Increase/ (Decrease)
(Amounts in thousands, except percentages and number of warehouse clubs)
Net merchandise sales
Net merchandise sales	$	2,141,462	$	1,955,939	$	185,523
Total gross margin	$	344,932	$	309,113	$	35,819
Total gross margin percentage	16.1%		15.8%		0.3%
Revenues
Total revenues	$	2,196,995	$	2,013,913	$	183,082
Percentage change from comparable period					9.1%
Comparable net merchandise sales
Total comparable net merchandise sales increase/(decrease)	6.8%		9.9%		(3.1)%
Total revenue margin
Total revenue margin	$	383,913	$	346,996	$	36,917
Total revenue margin percentage	17.5%		17.2%		0.3%
Selling, general and administrative
Selling, general and administrative	$	274,586	$	252,657	$	21,929
Selling, general and administrative percentage of total revenues	12.5%		12.5%		—		%
Warehouse clubs
Warehouse clubs at period end	50		49		1
Warehouse club sales floor square feet at period end	2,484		2,438		46

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	Six Months Ended
Results of Operations Consolidated	February 28,<br>2023		% of<br><br>Total Revenue		February 28,<br>2022		% of<br><br>Total Revenue
Operating income- by segment
Central America	$	106,763	4.9	%	$	89,431	4.4	%
Caribbean	49,977		2.3		41,633		2.1
Colombia	9,530		0.4		12,502		0.6
United States	20,556		0.9		14,556		0.7
Reconciling Items (1)	(77,499)		(3.5)		(63,783)		(3.2)
Operating income - Total	$	109,327	5.0	%	$	94,339	4.6	%

(1)The reconciling items reflect the amount eliminated upon consolidation of intersegment transactions.

The following table summarizes the selling, general and administrative expense for the periods disclosed:

	Three Months Ended
	February 28,<br>2023		% of<br><br>Total Revenue		February 28,<br>2022		% of<br><br>Total Revenue
Warehouse club and other operations	$	103,630	9.1	%	$	93,993	9.1	%
General and administrative	32,759		2.8		33,951		3.3
Separation costs associated with Chief Executive Officer departure	7,747		0.7		—		—
Pre-opening expenses	89		—		130		—
Loss on disposal of assets	139		—		313		—
Total Selling, general and administrative	$	144,364	12.6	%	$	128,387	12.4	%
	Six Months Ended
---	---	---	---	---	---	---	---	---
	February 28,<br>2023		% of<br><br>Total Revenue		February 28,<br>2022		% of<br><br>Total Revenue
Warehouse club and other operations	$	200,522	9.1	%	$	185,189	9.2	%
General and administrative	65,931		3.0		65,644		3.3
Separation costs associated with Chief Executive Officer departure	7,747		0.4		—		—
Pre-opening expenses	89		—		1,100		—
Loss on disposal of assets	297		—		724		—
Total Selling, general and administrative	$	274,586	12.5	%	$	252,657	12.5	%

Comparison of Three and Six Months Ended February 28, 2023 and February 28, 2022

Total gross margin is derived from our Revenue – Net merchandise sales less our Cost of goods sold – Net merchandise sales and represents our sales and cost of sales generated from the business activities of our warehouse clubs. We express our Total gross margin percentage as a percentage of our Net merchandise sales.

On a consolidated basis, total gross margin percentage for the three and six months ended February 28, 2023 was 16.0% and 16.1%, 40 basis points (0.4%) and 30 basis points (0.3%) higher than the comparable prior year period, respectively. This increase was primarily due to general margin improvement across most of our sales categories, particularly from our other business services, such as our food services and bakery, and improved front end margin.

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We anticipate a decrease in the Total Gross Margin rate for both the third and fourth quarters of fiscal year 2023, when compared to the first two quarters of the fiscal year. This decrease is due to the elimination of our COVID premium and reduction in our Trinidad foreign currency exchange premium, as well as an expected margin decrease in Colombia. In Colombia we have determined not to increase the sales price on select items on which our costs have increased in an effort to reduce the cost burden to our Members in this market during this period of exceptionally high inflation and significant devaluation of the Colombian Peso. We are considering additional strategic pricing actions in Colombia.

Total revenue margin is derived from Total revenues, which includes our Net merchandise sales, Membership income, Export sales, and Other revenue and income less our Cost of goods sold for net merchandise sales, Export sales, and Non-merchandise revenues. We express our Total revenue margin as a percentage of Total revenues.

Total revenue margin increased 30 basis points (0.3%) for the three months ended February 28, 2023 compared to the prior-year period, which is primarily the result of the higher total gross margin percentage of 40 basis points (0.4%). Total revenue margin increased 30 basis points (0.3%) for the six months ended February 28, 2023 compared to the prior-year period, which is primarily the result of higher total gross margin percentage of 30 basis points (0.3%).

Selling, general, and administrative expenses consist of warehouse club and other operations, general and administrative expenses, separation costs associated with the Chief Executive Officer departure, pre-opening expenses, and loss on disposal of assets. In total, selling, general and administrative expenses increased $16.0 million compared to the prior year, and increased as a percentage of total revenue, increasing by 20 basis points (0.2%) to 12.6% of total revenue for the second quarter of fiscal year 2023 compared to 12.4% of total revenues for the second quarter of fiscal year 2022. Selling, general and administrative expenses increased $21.9 million compared to the prior year but remained unchanged as 12.5% of total revenue for the first six months of fiscal year 2023 and 2022.

Warehouse club and other operations expenses remained unchanged as 9.1% of total revenues for the second quarter of fiscal year 2023 and 2022.

Warehouse club and other operations expenses decreased to 9.1% of total revenues for the first six months of fiscal year 2023 compared to 9.2% for the prior-year period. This was primarily due to 10 basis points (0.1%) of lower operations expenses from our casillero and marketplace business due to the sale of Aeropost on October 1, 2021.

General and administrative expenses decreased to 2.8% of total revenues for the second quarter of fiscal year 2023 compared to 3.3% for the second quarter of fiscal year 2022. The 50 basis point (0.5%) decrease is primarily due to the leveraging of general and administrative expenses when compared to increased total revenues and the approximately $2.2 million, or $0.06 per diluted share, impact of compensation expense savings from the absence of compensation for our former Chief Executive Officer and our Interim Chief Executive Officer's election not to receive compensation.

General and administrative expenses decreased to 3.0% of total revenues for the first six months of fiscal year 2023 compared to 3.3% for the first six months of fiscal year 2022. The 30 basis point (0.3%) decrease is primarily due to the leveraging of general and administrative expenses.

We recorded $7.7 million, or 70 basis points (0.7%) of total revenue, in the second quarter of fiscal year 2023 for separation and other related termination benefits for our former Chief Executive Officer who resigned effective February 3, 2023. Of this amount $4.2 million in net charges related to adjustments to non-cash stock-based compensation. All separation-related benefits in connection with our Chief Executive Officer’s departure have been accrued as of February 28, 2023. We do not expect any significant additional charges relating to her resignation in future periods. These costs, net of tax, negatively impacted earnings per share for the three and six-months ended February 28, 2023 by $0.23 per share.

On a go-forward basis, our Interim Chief Executive Officer has declined to receive compensation for his services during his term; therefore, we expect selling, general and administrative expenses will be positively impacted by $2.5 million of savings each quarter during his term, net of salary increases for other executives related to the change in leadership.

Operating income in the second quarter of fiscal year 2023 increased to $53.8 million (4.7% of total revenue) compared to $48.3 million (4.7% of total revenue) for the same period last year. This reflects the increase in total revenue margin of 30 basis points (0.3%), partially offset by a 20 basis point (0.2%) increase in deleveraging of selling, general and administrative expenses over the comparable prior-year period.

Operating income for the six months ended February 28, 2023 increased to $109.3 million (5.0% of total revenue) compared to $94.3 million (4.6% of total revenue) for the same period last year.

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Interest Expense

Net interest expense reflects borrowings by PriceSmart, Inc. and our wholly owned foreign subsidiaries to finance new land acquisition and construction for new warehouse clubs and distribution centers, warehouse club expansions, the capital requirements of warehouse clubs and other operations, increase U.S. dollar liquidity in our Trinidad subsidiary and ongoing working capital requirements.

	Three Months Ended
	February 28,<br>2023				February 28,<br>2022
	Amount		Change		Amount
Interest expense on loans	$	3,064	$	1,261	$	1,803
Interest expense related to hedging activity	190		(718)		908
Less: Capitalized interest	(440)		(167)		(273)
Net interest expense	$	2,814	$	376	$	2,438			Six Months Ended
---	---	---	---	---	---	---
	February 28,<br>2023				February 28,<br>2022
	Amount		Change		Amount
Interest expense on loans	$	5,717	$	2,577	$	3,140
Interest expense related to hedging activity	537		(1,220)		1,757
Less: Capitalized interest	(691)		178		(869)
Net interest expense	$	5,563	$	1,535	$	4,028

Comparison of Three and Six Months Ended February 28, 2023 and February 28, 2022

Net interest expense increased for the three-month and six-month period ended February 28, 2023 primarily due to higher interest rates and higher long-term borrowings outstanding when compared to the comparable prior year period.

Other Income (Expense), Net

Other income (expense), net, consists of currency gains or losses, as well as net benefit costs related to our defined benefit plans and other items considered to be non-operating in nature.

	Three Months Ended
	February 28,<br>2023						February 28,<br>2022
	Amount		Change		% Change		Amount
Other Expense, net	$	(5,344)	$	(4,525)	552.5	%	$	(819)			Six Months Ended
---	---	---	---	---	---	---	---
	February 28,<br>2023					February 28,<br>2022
	Amount		Change		% Change	Amount
Other Income (Expense), net	$	(9,910)	$	(10,500)	(1,779.7)%	$	590

Monetary assets and liabilities denominated in currencies other than the functional currency of the respective entity (primarily U.S. dollars) are revalued to the functional currency using the exchange rate on the balance sheet date. These foreign exchange transaction gains/(losses) are recorded as currency gains or losses. Additionally, gains or losses from transactions denominated in currencies other than the functional currency of the respective entity also generate currency gains or losses.

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Comparison of Three and Six Months Ended February 28, 2023 and 2022

For the three and six-months ended February 28, 2023 the primary driver of Other income (expense), net included a $3.9 million and $7.4 million loss, respectively, due to revaluation of monetary assets and liabilities (primarily U.S. dollars) in several of our markets. Of those amounts, Costa Rica contributed a $1.9 million and $2.8 million revaluation loss, respectively, due to the impact of the appreciation of the Costa Rican Colón on our U.S. dollar monetary net assets in Costa Rica. In addition, we had transaction costs of $1.6 million and $2.7 million during the quarter and six months ended February 28, 2023, respectively, associated with converting Trinidad dollars into available tradable currencies, such as euros or Canadian dollars, before converting them to U.S. dollars.

Provision for Income Taxes

	Three Months Ended
	February 28,<br>2023				February 28,<br>2022
	Amount		Change		Amount
Provision for income taxes	$	16,202	$	2,063	$	14,139
Effective tax rate	34.0%				31.0%				Six Months Ended
---	---	---	---	---	---	---
	February 28,<br>2023				February 28,<br>2022
	Amount		Change		Amount
Provision for income taxes	$	32,628	$	2,675	$	29,953
Effective tax rate	33.7%				32.6%

Comparison of Three and Six Months Ended February 28, 2023 and February 28, 2022

For the three months ended February 28, 2023, the effective tax rate was 34.0% compared to 31.0% for the prior year period. The increase in the effective tax rate versus the prior year was primarily attributable to the following factors:

•A comparably favorable net tax impact from recurring items of 1.0%, primarily resulting from valuation allowances we took with respect to deferred tax assets from foreign tax credits that are no longer deemed recoverable; and

•A comparably unfavorable net tax impact from non-recurring items of 4.0%, primarily related to separation costs associated with the departure of our former Chief Executive Officer.

For the six months ended February 28, 2023, the effective tax rate was 33.7% compared to 32.6% for the prior year period. The increase in the effective tax rate versus the prior year was primarily attributable to the following factors:

•A comparably favorable net tax impact from recurring items of 1.0%, primarily resulting from valuation allowances we took with respect to deferred tax assets from foreign tax credits that are no longer deemed recoverable; and

•A comparably unfavorable benefit from non-recurring items of 2.1%, primarily related to separation costs associated with the departure of our former Chief Executive Officer.

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Other Comprehensive Income (Loss)

	Three Months Ended
	February 28,<br>2023						February 28,<br>2022
	Amount		Change		% Change		Amount
Other Comprehensive Income	$	12,434	$	8,208	194.2	%	$	4,226			Six Months Ended
---	---	---	---	---	---	---	---
	February 28,<br>2023					February 28,<br>2022
	Amount		Change		% Change	Amount
Other Comprehensive Income (Loss)	$	11,883	$	13,788	723.8%	$	(1,905)

Comparison of Three and Six Months Ended February 28, 2023 and February 28, 2022

Our other comprehensive income of approximately $12.4 million for the second quarter of fiscal year 2023 resulted primarily from the comprehensive gain of approximately $12.2 million from foreign currency translation adjustments related to assets and liabilities and the translation of revenue, costs and expenses on the statements of income of our subsidiaries whose functional currency is not the U.S. dollar, accompanied by approximately $0.2 million related to unrealized gains on changes in our derivative obligations. Other comprehensive income for the six-months ended February 28, 2023 of approximately $11.9 million was primarily the result of the comprehensive gain of $11.3 million from foreign currency translation adjustments along with approximately $0.6 million related to unrealized gains on changes in the fair value of our derivative obligations. For the quarter, the largest translation adjustments were related to the appreciation of the local currency against the U.S. dollar for our Costa Rica subsidiary. For the six-month period, the largest translation adjustments were related to the appreciation of the local currency against the U.S. dollar of our Costa Rica subsidiary, partially offset by the devaluation of the local currencies against the U.S. dollar for our Colombia and Dominican Republic subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

Financial Position and Cash Flow

Our operations have historically supplied us with a significant source of liquidity. We generate cash from operations primarily through net merchandise sales and membership fees. Cash used in operations generally consist of payments to our merchandise vendors, warehouse club and distribution center operating costs (including payroll, employee benefits and utilities), as well as payments for income taxes. Our cash flows provided by operating activities, supplemented with our long-term debt and short-term borrowings, have generally been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations and to pay dividends on our common stock. We evaluate our funding requirements on a regular basis to cover any shortfall in our ability to generate sufficient cash from operations to meet our capital requirements. We may consider funding alternatives to provide additional liquidity if necessary. Refer to “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 7 - Debt” for additional information regarding our available short-term facilities, short-term and long-term borrowings, and any repayments.

Repatriation of cash and cash equivalents held by foreign subsidiaries may require us to accrue and pay taxes. We have no plans at this time to repatriate cash through the payment of cash dividends by our foreign subsidiaries to our domestic operations and, therefore, have not accrued taxes that would be due from repatriation.

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The following table summarizes the cash and cash equivalents, including restricted cash, held by our foreign subsidiaries and domestically (in thousands):

	February 28,<br>2023		August 31,<br>2022
Amounts held by foreign subsidiaries	$	241,013	$	203,952
Amounts held domestically	39,539		47,421
Total cash and cash equivalents, including restricted cash	$	280,552	$	251,373

The following table summarizes the short-term investments held by our foreign subsidiaries and domestically (in thousands):

	February 28,<br>2023		August 31,<br>2022
Amounts held by foreign subsidiaries	$	24,322	$	11,160
Amounts held domestically	30,000		—
Total short-term investments	$	54,322	$	11,160

As of February 28, 2023 and August 31, 2022, there were no certificates of deposit with a maturity of over a year held by our foreign subsidiaries or domestically.

From time to time, we have experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity). This impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products or otherwise fund our operations. Since fiscal 2017, we have experienced this situation in Trinidad and have been unable to source a sufficient level of tradeable currencies. We are working with our banks in Trinidad and government officials to convert all of our Trinidad dollars into tradeable currencies. We have and continue to take additional actions in this respect. Refer to “Management’s Discussion & Analysis – Factors Affecting Our Business” for our quantitative analysis and discussion.

Our cash flows are summarized as follows (in thousands):

	Six Months Ended
	February 28,<br>2023		February 28,<br>2022		Change
Net cash provided by (used in) operating activities	$	116,681	$	(7,920)	$	124,601
Net cash used in investing activities	(96,078)		(30,531)		(65,547)
Net cash provided by (used in) financing activities	(3,060)		17,843		(20,903)
Effect of exchange rates	11,636		42		11,594
Net increase (decrease) in cash and cash equivalents	$	29,179	$	(20,566)	$	49,745

Net cash provided by operating activities totaled $116.7 million and net cash used in operating activities totaled $7.9 million for the six months ended February 28, 2023 and February 28, 2022, respectively. For the six-months ended February 28, 2023, cash provided by operating activities increased primarily due to shifts in working capital generated from changes in our merchandise inventory and accounts payable positions, which contributed $103.1 million, and a positive net change in our other various operating assets and liabilities when compared to the six-months ended February 28, 2022. The net use of cash in operating activities in the prior year resulted primarily from an increase in inventory to accommodate pandemic-influenced consumer preferences and to mitigate out-of-stocks due to supply-chain disruptions during that period. Our inventory buildup for this fiscal year was lower as we set our inventory position to align more with our historical days-on-hand, and we have rebalanced our inventory mix to reflect current and anticipated consumer demand and preferences.

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Net cash used in investing activities totaled $96.1 million and $30.5 million for the six months ended February 28, 2023 and February 28, 2022, respectively. The $65.5 million increase in cash used in investing activities is primarily the result of a net decrease in proceeds from settlements of short-term investments and an increase in purchases of short-term investments, compared to the same six-month period a year-ago. The decrease in proceeds from settlements is primarily due to the overall net decrease of short-term investments in Trinidad as fewer of those investments settled comparatively and we are investing our excess U.S. dollar balances in that market in shorter dated certificates of deposits or other liquid investments classified as cash or cash equivalents.

Net cash used in financing activities totaled $3.1 million and net cash provided by financing activities totaled $17.8 million for the six months ended February 28, 2023 and February 28, 2022, respectively. We use cash flows provided by financing primarily to fund our working capital needs, our warehouse club and distribution center acquisitions and expansions, and investments in technology to support our omni-channel initiatives. The $20.9 million shift from cash provided by, to cash used in, financing activities is primarily the result of a net decrease of proceeds from short-term borrowings compared to the same six-month period a year-ago.

The following table summarizes the dividends declared and paid during fiscal years 2023 and 2022 (amounts are per share):

			First Payment					Second Payment
Declared	Amount		Record<br>Date	Date<br>Paid	Date<br>Payable	Amount		Record<br>Date	Date<br>Paid	Date<br>Payable	Amount
2/3/2023	$	0.92	2/16/2023	2/28/2023	N/A	$	0.46	8/15/2023	N/A	8/31/2023	$	0.46
2/3/2022	$	0.86	2/15/2022	2/28/2022	N/A	$	0.43	8/15/2022	8/31/2022	N/A	$	0.43

Short-Term Borrowings and Long-Term Debt

Our financing strategy is to ensure liquidity and access to capital markets while minimizing our borrowing costs. The proceeds of these borrowings were or will be used for general corporate purposes, which may include, among other things, funding for working capital, capital expenditures, acquisitions, dividends and repayment of existing debt. Please refer to “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 7 – Debt.”

Derivatives

Please refer to “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 8 – Derivative Instruments and Hedging Activities” for further discussion.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on its financial condition or consolidated financial statements.

Repurchase of Equity Securities and Reissuance of Treasury Shares

At the vesting dates for restricted stock awards to our employees, we repurchase a portion of the shares that have vested at the prior day's closing price per share and apply the proceeds to pay the employees' minimum statutory tax withholding requirements related to the vesting of restricted stock awards. The Company expects to continue this practice going forward. We do not currently have a stock repurchase program.

Shares of common stock repurchased by us are recorded at cost as treasury stock and result in the reduction of stockholders’ equity in our consolidated balance sheets. We may reissue these treasury shares in the future.

We have reissued treasury shares as part of our stock-based compensation programs. During the six-months ended February 28, 2023, we reissued approximately 7,000 treasury shares.

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Critical Accounting Estimates

The preparation of our consolidated financial statements requires that management make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require management to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Management continues to review its accounting policies and evaluate its estimates, including those related to business acquisitions, contingencies and litigation, income taxes, value added taxes, and long-lived assets. We base our estimates on historical experience and on other assumptions that management believes to be reasonable under the present circumstances. Using different estimates could have a material impact on our financial condition and results of operations.

Income Taxes

For interim reporting, we estimate an annual effective tax rate (AETR) to calculate income tax expense. Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in the determination of the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

We are required to file federal and state income tax returns in the United States and various other tax returns in foreign jurisdictions. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. We, in consultation with our tax advisors, base our tax returns on interpretations that we believe to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various taxing authorities in the jurisdictions in which we file our tax returns. As part of these reviews, a taxing authority may disagree with respect to the interpretations we used to calculate our tax liability and therefore require us to pay additional taxes.

We accrue an amount for our estimate of probable additional income tax liability. In certain cases, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has 50% or less likelihood of being sustained. This requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. There were no material changes in our uncertain income tax positions for the period ended on February 28, 2023.

Tax Receivables

We pay Value Added Tax (“VAT”) or similar taxes, income taxes, and other taxes within the normal course of our business in most of the countries in which we operate related to the procurement of merchandise and/or services we acquire and/or on sales and taxable income. VAT is a form of indirect tax applied to the value added at each stage of production (primary, manufacturing, wholesale and retail). This tax is similar to, but operates somewhat differently than, sales tax paid in the United States. We generally collect VAT from our Members upon sale of goods and services and pay VAT to our vendors upon purchase of goods and services. Periodically, we submit VAT reports to governmental agencies and reconcile the VAT paid and VAT received. The net overpaid VAT may be refunded or applied to subsequent returns, and the net underpaid VAT must be remitted to the government.

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With respect to income taxes paid, if the estimated income taxes paid or withheld exceed the actual income tax due this creates an income tax receivable. In most countries where we operate, the governments have implemented additional collection procedures, such as requiring credit card processors to remit a portion of sales processed via credit and debit cards directly to the government as advance payments of VAT and/or income tax. This collection mechanism generally leaves us with net VAT and/or income tax receivables, forcing us to process significant refund claims on a recurring basis. These refund or offset processes can take anywhere from several months to several years to complete.

In two countries where the Company operates, there have been changes in the method of computing minimum tax payments, under which the governments have sought to require the Company to pay taxes based on a percentage of sales rather than taxable income. As a result, we have made and may continue to make income tax payments substantially in excess of those we would expect to pay based on taxable income. The Company had income tax receivables of $11.3 million and $11.0 million as of February 28, 2023 and August 31, 2022, respectively, and deferred tax assets of $4.0 million and $3.5 million as of February 28, 2023 and August 31, 2022, respectively, in these countries. While the rules related to refunds of income tax receivables in these countries are either unclear or complex, the Company has not placed any type of allowance on the recoverability of these tax receivables or deferred tax assets, because the Company believes that it is more likely than not that it will ultimately succeed in its refund requests. Similarly, we have not placed any recoverability allowances on tax receivables that arise from payments we are required to make originating from tax assessments that we are appealing, as we believe it is more likely than not that we will ultimately prevail in the related appeals. There can be no assurance, however, that the Company will be successful in recovering all tax receivables or deferred tax assets.

Our policy for classification and presentation of VAT receivables, income tax receivables and other tax receivables is as follows:

•Short-term VAT and Income tax receivables, recorded as Other current assets: This classification is used for any countries where our subsidiary has generally demonstrated the ability to recover the VAT or income tax receivable within one year. We also classify as short-term any approved refunds or credit notes to the extent that we expect to receive the refund or use the credit notes within one year.

•Long-term VAT and Income tax receivables, recorded as Other non-current assets: This classification is used for amounts not approved for refund or credit in countries where our subsidiary has not demonstrated the ability to obtain refunds within one year and/or for amounts which are subject to outstanding disputes. An allowance is provided against VAT and income tax receivable balances in dispute when we do not expect to eventually prevail in our recovery of such balances. We do not currently have any allowances provided against VAT and income tax receivables.

Long-lived Assets

We evaluate quarterly our long-lived assets for indicators of impairment. Indicators that an asset may be impaired are:

•the asset's inability to continue to generate income from operations and positive cash flow in future periods;

•loss of legal ownership or title to the asset;

•significant changes in its strategic business objectives and utilization of the asset(s); and

•the impact of significant negative industry or economic trends.

Management's judgments are based on market and operational conditions at the time of the evaluation and can include management's best estimate of future business activity, which in turn drives estimates of future cash flows from these assets. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market value. Future business conditions and/or activity could differ materially from the projections made by management causing the need for additional impairment charges. We did not record any impairment charges during the second quarter of fiscal year 2023 related to the loss of legal ownership or title to assets; significant changes in the Company's strategic business objectives or utilization of assets; or the impact of significant negative industry or economic trends. Loss on disposal of assets recorded during the years reported resulted from improvements to operations and normal preventive maintenance.

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Goodwill

Goodwill is not amortized, but is evaluated for impairment annually or whenever events or changes in circumstances indicate that the value of a certain asset may be impaired. Generally, this evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If we determine, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative impairment test would be performed. The quantitative test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. These evaluations are based on determining the fair value of a reporting unit or asset using a valuation method such as discounted cash flow or a relative, market-based approach. Historically, our reporting units have generated sufficient returns to recover the cost of our goodwill. Because of the nature of the factors used in these tests, if different conditions occur in future periods, future operating results could be materially impacted. For approximately $43.2 million of certain acquired goodwill, the fair value was greater than the carrying value; however, any deterioration in the fair value may result in an impairment charge.

Seasonality

Historically, our merchandising businesses have experienced holiday retail seasonality in their markets. In addition to seasonal fluctuations, our operating results fluctuate quarter-to-quarter as a result of economic and political events in markets that we serve, the timing of holidays, weather, the timing of shipments, product mix, and currency effects on the cost of U.S.-sourced products which may make these products more or less expensive in local currencies and therefore more or less affordable. Because of such fluctuations, the results of operations of any quarter are not indicative of the results that may be achieved for a full fiscal year or any future quarter. In addition, there can be no assurance that our future results will be consistent with past results or the projections of securities analysts.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in interest rates and changes in currency exchange rates. There have been no material changes in our market risk factors at February 28, 2023 compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022.

From time to time, we have experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity). This impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products and to otherwise redeploy these funds in our Company. Since fiscal year 2017, we have experienced this situation in Trinidad and have been unable to source a sufficient level of tradeable currencies. We are working with our banks in Trinidad to source tradeable currencies. Refer to “Item 2. Management’s Discussion & Analysis – Factors Affecting Our Business” and “Item 2. Management’s Discussion & Analysis – Liquidity: Financial Position and Cash Flow” for our quantitative analysis and discussion.

Information about the financial impact of foreign currency exchange rate fluctuations for the three and six-month periods ended February 28, 2023 is disclosed in “Item 2. Management’s Discussion & Analysis – Other Expense, net”.

Information about the change in the fair value of our hedges and the financial impact thereof for the three and six-month periods ended February 28, 2023 is disclosed in “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 8 – Derivative Instruments and Hedging Activities.”

Information about the movements in currency exchange rates and the related impact on the translation of the balance sheets of our subsidiaries whose functional currency is not the U.S. dollar for the three and six-month period ended February 28, 2023 is disclosed in “Item 2. Management’s Discussion & Analysis – Other Comprehensive Loss.”

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ITEM 4. CONTROLS AND PROCEDURES

Limitations on Effectiveness of Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the timelines specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decision regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, we have investments in certain unconsolidated entities. Because we do not control or manage those entities, our control procedures with respect to those entities were substantially more limited than those we maintain with respect to our consolidated subsidiaries.

Evaluation of Disclosure Controls and Procedures

As required by SEC Rules 13a-15(e) or 15d-15(e), we carried out an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

In the ordinary course of business, we review our system of internal control over financial reporting and make changes to our systems and processes to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems and automating manual processes. There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 31.1 and 31.2 to this report.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are often involved in claims arising in the ordinary course of business seeking monetary damages and other relief. Based upon information currently available to us, none of these claims is expected to have a material adverse effect on our business, financial condition or results of operations. Refer to Part I. “Item 1. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 6 – Commitments and Contingencies” for additional information regarding our legal proceedings.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the following risk factor, which supplements and should be read in conjunction with the information appearing under Part I. “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2022.

We may not successfully manage the transition associated with the resignation of our Chief Executive Officer, which could have an adverse impact on the Company.

On December 9, 2022, the Company announced that Sherry Bahrambeygui would resign as Chief Executive Officer, effective February 3, 2023, the date of the Company’s annual stockholder meeting, in order to pursue new professional and philanthropic interests. As a result, Robert Price, a Company founder and Chairman of the Board, became Interim Chief Executive Officer, John Hildebrandt was promoted to President and Chief Operating Officer and David Price was promoted to Executive Vice President, initially serving as Chief of Staff to the Chairman and currently as Chief of Staff to the Interim Chief Executive Officer.

Ms. Bahrambeygui will continue serving stockholders as a member of the Board of Directors of the Company. Prior to her tenure as Chief Executive Officer, she served on the Company’s Board as a director for eight years, including having served as Vice Chair and Chair of the Compensation Committee. She has agreed to make herself available at the Company’s request for up to 100 hours of transition support during the twelve months following the date of her separation agreement.

Leadership transitions can be inherently difficult to manage. An inadequate transition to a new leadership team may cause disruption within the Company, adversely affecting our financial performance and ability to meet operational goals and strategic plans. Management turnover also inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution. In addition, to the extent we experience additional management turnover, competition for top management is high and it may take months to find a candidate that meets our requirements. If we are unable to attract and retain qualified management personnel, our business could suffer.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)None.

(b)None.

(c)Purchase of Equity Securities by the Issuer and Affiliated Purchasers.

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Upon vesting of restricted stock awarded by the Company to employees, the Company repurchases shares and withholds the amount of the repurchase payment to cover employees’ tax withholding obligations. As set forth in the table below, during the quarter ended February 28, 2023, the Company repurchased 61,224 shares in the indicated months. These were the only repurchases of equity securities made by the Company during the second quarter of fiscal year 2023. The Company does not have a stock repurchase program.

Period	(a)<br>Total Number<br>of Shares<br>Purchased	(b)<br>Average Price<br>Paid Per Share		(c)<br>Total Number<br>of Shares<br>Purchased<br>as Part of<br>Publicly<br>Announced<br>Plans or<br>Programs	(d)<br>Maximum<br>Number of<br>Shares That<br>May Yet Be<br>Purchased<br>Under the<br>Plans or<br>Programs
December 1, 2022 - December 31, 2022	—	$	—	—	N/A
January 1, 2023 - January 31, 2023	20,329	71.42		—	N/A
February 1, 2023 - February 28, 2023	40,895	75.00		—	N/A
Total	61,224	73.81		—	—

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

(a)Exhibits:

3.1(1)	Amended and Restated Certificate of Incorporation of the Company.
3.2(2)	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.3(3)	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.4(4)	Second Amended and Restated Bylaws of the Company.
3.5(5)	Amendment to Second Amended and Restated Bylaws of PriceSmart, Inc.
10.1*	Employment Agreement dated January 26, 2023 between David Price and the Company
10.2	Citibank Credit Agreement dated February 9, 2023
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*    Identifies management contract or compensatory plan or arrangement.

**    These certifications are being furnished solely to accompany this Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of PriceSmart, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

(1)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 1997 filed with the Commission on November 26, 1997.

(2)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 filed with the Commission on April 14, 2004.

(3)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2004 filed with the Commission on November 24, 2004.

(4)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on July 17, 2015.

(5)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 9, 2022.

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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 thereunto duly authorized.

		PRICESMART, INC.
Date:	April 10, 2023	By:	/s/ ROBERT E. PRICE
			Robert E. Price
			Interim Chief Executive Officer
			(Principal Executive Officer)
Date:	April 10, 2023	By:	/s/ MICHAEL L. MCCLEARY
			Michael L. McCleary
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

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Document

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made as of January 26, 2023, between PriceSmart, Inc. (the “Company”) and David Price (the “Executive”).

WHEREAS, the Company desires to retain and employ the Executive, and the Executive desires to be retained and employed by the Company on the terms contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Position and Duties.

(a)The Executive shall serve as the Company’s Executive Vice President – Chief of Staff to the Company’s Interim Chief Executive Officer. Mr. Price will report to the Company’s Interim Chief Executive Officer.

(b)The Executive shall perform those services customary to this office and such other lawful duties that the Company’s Chief Executive Officer may reasonably assign to him. The Executive shall devote all of his business time and best efforts to the performance of his duties under this Agreement and shall be subject to, and shall comply with the Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time. Notwithstanding the foregoing, the Executive shall be entitled to (i) serve as a member of the board of directors of a reasonable number of other companies, subject to the advance approval of the Chief Executive Officer, which approval shall not be unreasonably withheld, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, subject to the advance approval of the Chief Executive Officer, which approval shall not be unreasonably withheld, and (iii) manage the Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere, as determined by the Chief Executive Officer in good faith, with the performance of the Executive’s duties and responsibilities hereunder.

2.Term. This Agreement and the Executive’s employment pursuant to this Agreement shall begin on December 9, 2022 (the “Effective Date”) and end on the first anniversary of the Effective Date, unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement. This Agreement shall renew automatically for another one-year term on each anniversary of the Effective Date, unless either the Company or Executive notifies the other, in writing and in accordance with Section 17 herein, at least 60 days prior to the end of the then-current one-year term (the “Expiration Date”) that either the Company or Executive wishes to terminate this Agreement (in which case this Agreement shall terminate in accordance with Section 4(a) herein). The term of this Agreement shall begin on the Effective Date and end on the Expiration Date, unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement (the “Term”).

3.Compensation and Related Matters.

(a)Base Salary. During the Term, the Executive’s annual base salary shall be $350,000 (the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time and may be increased, but not decreased, at the discretion of the Company.

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(b)Bonus. During the Term, the Executive shall be entitled to receive a bonus (the “Bonus”) for each fiscal year, payable in cash in accordance with, and subject to the terms and conditions of, the Company’s bonus or other cash incentive program (each, a “Bonus Program”), if either (or both) are then applicable to Company executives. Any Bonus compensation payable to the Executive shall be payable in accordance with the Company’s Bonus Program (if applicable), subject to the condition that the Executive remain employed by the Company through the end of the relevant Bonus year, except as set forth in Section 5 herein. For the 2023 fiscal year, Executive’s target Bonus shall be a pro rated amount based on an annual target of $60,000 applicable to the period from September 1, 2022 to December 8, 2022 and an annual target of $140,000 applicable to the period from December 9, 2022 to August 31, 2023.

(c)Business Expenses. During the Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.

(d)Other Benefits. During the Term and subject to any contribution therefor required of employees of the Company, the Executive shall be eligible to participate in all equity, pension, savings and retirement plans, welfare and insurance plans, practices, policies, programs and perquisites of employment applicable generally to other senior executives of the Company, except to the extent any employee benefit plan provides for benefits otherwise provided to the Executive hereunder (e.g., bonuses and severance). Such participation shall be subject to (i) requirements of applicable law, (ii) the terms of the applicable plan documents, (iii) generally applicable Company policies, and (iv) the discretion of the Company’s Board of Directors (the “Board”) or any administrative or other committee provided for under or contemplated by such plan. The Executive shall have no recourse against the Company under this Agreement in the event that the Company should alter, modify, add to or eliminate any or all of its employee benefit plans.

(e)Vacation; Holidays. During the Term, the Executive shall be entitled to take vacation and other holiday time in accordance with the policies applicable to senior executives of the Company generally.

4.Termination. The Executive’s employment may be terminated prior to the expiration of the Term hereof and this Agreement may be terminated under the following circumstances:

(a)Expiration. Executive’s employment shall terminate on the Expiration Date following the Company’s or Executive’s written notice indicating that either the Company or Executive will not renew this Agreement in accordance with Section 2 herein.

(b)Death. The Executive’s employment shall terminate upon his death.

(c)Disability. The Company may terminate the Executive’s employment if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” means the Executive is unable to perform the essential functions of his position, with or without a reasonable accommodation, for a period of 90 consecutive calendar days or 180 non-consecutive calendar days within any rolling 12-month period.

(d)Termination by Company for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” means (i) the Executive’s repeated and habitual failure to perform his duties or obligations hereunder; (ii)

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engaging in any act that has a direct, substantial and adverse effect on the Company’s interests; (iii) personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit; (iv) intentional failure to perform his stated duties; (v) willful violation or reckless disregard of any law, rule or regulation which materially adversely affects his ability to discharge his duties or has a direct, substantial and adverse effect on the Company’s interests; (vi) any material breach of his contract by Executive; or (vii) conduct authorizing termination under Cal. Labor Code § 2924.

(e)Termination by the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause upon 30 days’ prior written notice.

(f)Termination by the Executive. The Executive may terminate his employment at any time for any reason other than a Good Reason, upon 60 days’ prior written notice.

(g)Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” means the existence of any one or more of the following conditions without the Executive’s consent, provided Executive submit written notice to the Company within 45 days that such condition(s) first arose specifying the condition(s): (i) a material change in or reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive’s position with the Company; (ii) a material reduction in the Executive’s then -current compensation; or (iii) the requirement that Executive relocate to an office location more than fifty (50) miles from San Diego, California. The Executive’s continued employment subsequent to an event that may constitute Good Reason shall not be deemed to be a waiver of his rights under this provision (subject to the 45-day time period specified herein). Upon receipt of written notice from the Executive regarding a condition constituting Good Reason, the Company shall then have 30 days to correct the condition (the “Cure Period”). If such condition is not corrected by the last day of the Cure Period, the Executive’s resignation for Good Reason shall become effective on the 31st day following the Executive’s written notice specifying the events giving rise to a Good Reason termination.

(h)The “Termination Date” means: (i) if the Executive’s employment is terminated by his death under Section 4(b), the date of his death; (ii) if the Executive’s employment is terminated on account of his Disability under Section 4(c), the date on which the Company provides the Executive a written termination notice; (iii) if the Company terminates the Executive’s employment for Cause under Section 4(d), the date on which the Company provides the Executive a written termination notice; (iv) if the Company terminates the Executive’s employment without Cause under Section 4(e), 30 days after the date on which the Company provides the Executive a written termination notice; (v) if the Executive resigns his employment without Good Reason under Section 4(f), 60 days after the date on which the Executive provides the Company a written termination notice; (vi) if the Executive resigns his employment with Good Reason under Section 4(g), the 31st day following the day the Executive provides the Company with written notice of the conditions constituting same, if the Company has not cured such conditions by the 30th day; and (vii) the Expiration Date in the event of a termination pursuant to Section 4(a).

(i)Actions on Termination Date. Executive agrees that on or before the Termination Date, Executive shall resign from all board and officer positions with the Company and its subsidiaries and affiliates, and this Agreement shall constitute an agreement to so resign upon the effective date of Executive’s termination.

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(j)Access to Company Property. Upon delivery of any notice of intent not to renew or any notice of termination, the Company may, immediately or at any time after such notice, preclude Executive from having access to the Company’s facilities, equipment, computers and any related processes and property.

5.Compensation upon Termination.

(a)Accrued Obligations Payable upon Any Termination. Upon the termination of Executive’s employment with the Company for any reason, the Company shall pay or provide to the Executive (or Executive’s estate) the following amounts through the Termination Date: any earned but unpaid Base Salary, unpaid expense reimbursements, any vested benefits the Executive may have under any employee benefit plan of the Company, and if a Bonus Program is in existence, any earned but unpaid Bonus for the fiscal year prior to the fiscal year in which the Termination Date occurs (the “Accrued Obligations”) on or before the time required by law but in no event more than 30 days after the Executive’s Termination Date.

(b)Termination by the Company without Cause, or by the Executive with Good Reason, or Due to Expiration of the Term following the Company’s Delivery to Executive of a Notice of Intent Not to Renew. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause pursuant to Section 4(e), or the Executive terminates his employment for Good Reason pursuant to Section 4(g), or the Executive’s employment terminates due to the expiration of the Term following the Company’s delivery to Executive of a notice of intent not to renew pursuant to Section 4(a), then the Executive shall be entitled to the following, subject to Section 6:

(i)If a Bonus Program is in existence, the Company shall pay the Executive a pro rata portion of the Bonus earned as of the Termination Date with respect to the bonus year in which the Termination Date occurs (the “Pro-Rata Bonus”);

(ii)Subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Company’s portion of the monthly cost of providing such benefits under its group health plan for such period; and

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(iii)The Company shall pay the Executive severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date (but without giving effect to any reduction if one or all of the bases for the Executive’s resignation for Good Reason is a reduction in compensation) in 24 equal installments (totaling twelve months) as set forth in Section 6.

(c)Termination by the Company for Disability. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for Disability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6:

(i)If a Bonus Program is in existence, the Company shall pay the Executive a Pro-Rata Bonus;

(ii)Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 12 months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Company’s portion of the monthly cost of providing such benefits under its group health plan for such period;

(iii)The Company shall pay the Executive severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in 24 equal installments (totaling twelve months) as set forth in Section 6; provided, however, that the Company shall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such 12-month period, and as to which Executive covenants to report to the Company such income on a bi-weekly basis.

(d)Termination by the Company due to Executive’s Death. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company due to Executive’s Death pursuant to Section 4(b), then the Executive’s estate shall be entitled to the following subject to Section 6:

(i)If a Bonus Program is in existence, the Company shall pay the Executive a Pro-Rata Bonus;

(ii)Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of Executive’s eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) for a period of twelve (12) months; provided (x) the Executive’s estate pays the remainder of the premium cost of such participation by payroll deduction (if any)

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and (y) the Executive’s dependents remain eligible for COBRA coverage. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the participation of Executive’s eligible dependents would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive’s estate over the same period in monthly installments in an amount equal to the Company’s portion of the monthly cost of providing such benefits under its group health plan for such period.

(e)Termination by the Company Due to Cause or Due to Expiration of the Term following Executive’s Delivery to the Company of a Notice of Intent Not to Renew or by Executive without Good Reason and Without Notice. If, prior to the expiration of the Term, the Company terminates Executive’s employment for Cause pursuant to Section 4(d), or Executive’s employment terminates due to the expiration of the Term following Executive’s delivery to the Company of a notice of intent not to renew pursuant to Section 4(a) or by Executive without Good Reason and without notice pursuant to Section 4(f), then the Executive shall be entitled only to the Accrued Obligations in Section 5(a) and shall be entitled to no other benefits from the Company.

(f)Termination by Executive without Good Reason and With Notice. If, prior to the expiration of the Term, Executive terminates without Good Reason but provides the minimum of 60 days’ notice of such termination pursuant to Section 4(f), and such notice makes the Termination Date at or after the time period encompassed by the relevant bonus year, then in addition to the Accrued Obligations set forth in Section 5(a), Executive shall be entitled to Executive’s accrued but unpaid Bonus, to the extent such a Program exists. In such event, the Bonus shall be paid on the date the bonuses are paid to other Executives pursuant to the applicable Bonus Program, without reference to the actual Termination Date.

6.Release; Payment. Except for the Accrued Obligations provided for in Section 5(a), any other payments and benefits provided for in Section 5 shall be conditioned on (a) the Executive’s continued compliance with the obligations of the Executive under Sections 8 and 9 and (b) the Executive or, in the event of his death, his estate, executing and delivering to the Company a full release of all claims that the Executive, his heirs and assigns may have against the Company, its affiliates and subsidiaries and each of their respective directors, officers, employees and agents, in a form reasonably acceptable to the Company, which shall include an affirmation by Executive that Executive shall fully comply with Sections 8 and 9 of this Agreement (the “Release”). The Release must become enforceable and irrevocable on or before the sixtieth (60th) day following the Termination Date. If the Executive (or his estate) fails to execute without revocation the Release, he shall be entitled to the Accrued Obligations only and no other benefits. The installments of severance provided under Sections 5(b)(iii) and 5(c)(iii) shall commence in the calendar month following the month in which the Release becomes enforceable and irrevocable. If, however, the 60-day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall commence payment of the severance installments in the second year in the later of January and the first calendar month following the month in which the Release becomes effective and irrevocable. The first installment shall include, however, all amounts that would otherwise have been paid to the Executive between the Termination Date and the Executive’s receipt of the first installment, assuming the first installment would otherwise have been paid in the month following the month in which the Termination Date occurs. Any Pro-Rata Bonus payable in Section 5 shall be paid on the later of the date it is to be paid under the applicable Bonus Program and the date that the severance payments commence to be paid under this Section 6.

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7.Section 409A Compliance.

(a)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(b)To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the Code, the following interpretations apply to Section 5:

(i)Any termination of the Executive’s employment triggering payment of benefits under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs.

(ii)Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 of this Agreement.

(iii)It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

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8.Confidentiality and Restrictive Covenants.

(a)The Executive acknowledges that:

(i)the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”);

(ii)the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business;

(iii)the Company’s Business is international in scope;

(iv)the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”);

(v)the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business;

(vi)by his training, experience and expertise, the Executive’s services to the Company is special and unique;

(vii)the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and

(viii)if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

(b)Covenant Against Disclosure. All Confidential Information relating to the Business is, shall be and shall remain the sole property and confidential business information of the Company, free of any rights of the Executive. The Executive shall not make any use of the Confidential Information except in the performance of his duties hereunder and shall not disclose any Confidential Information to third parties, without the prior written consent of the Company.

(c)Return of Company Documents. On the Termination Date or on any prior date upon the Company’s written demand, the Executive will return all memoranda, notes, lists, records, property and other tangible product and documents concerning the Business, including all Confidential Information, in his possession, directly or indirectly, that is in written or other tangible form (together with all duplicates thereof) and that he will not retain or furnish any such Confidential Information to any third party, either by sample, facsimile, film, audio or video cassette, electronic data, verbal communication or any other means of communication.

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(d)Further Covenant. During the Term and through the second anniversary of the Termination Date, the Executive shall not, directly or indirectly, take any of the following actions, and, to the extent the Executive owns, manages, operates, controls, is employed by or participates in the ownership, management, operation or control of, or is connected in any manner with, any business, the Executive will use his best efforts to ensure that such business does not take any of the following actions:

(i)Persuade or attempt to persuade any customer of the Company to cease doing business with the Company, or to reduce the amount of business any customer does with the Company;

(ii)Take any action that interferes with the Company’s contracts or prospective contracts with its customers; or

(iii)Persuade or attempt to persuade any employee or independent contractor of the Company to leave the service of the Company, where such individual was an employee or independent contractor of the Company within one year prior to the Executive’s Termination Date.

(e)Enforcement. The Executive acknowledges and agrees that any breach by him of any of the provisions of this Section 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches or threatens to commit a breach of any of the provisions of Section 8, the Company shall have the ability to seek the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages): (i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) the right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected subsidiaries and/or affiliates. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 8 are unreasonable or otherwise unenforceable. Other than a material breach of this Agreement, the existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants. Notwithstanding anything in this Agreement to the contrary, in the event that any claim, action, or suit is brought for the purpose of determining or enforcing the rights of the Company under this Section 8, and the Company is the prevailing party in such claim, action, or suit, the Company shall be entitled to recover from the Executive all reasonable costs and expenses incurred by it, including reasonable attorneys’ fees.

(f)Defend Trade Secrets Act. Nothing in this Agreement shall prohibit the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity including but not limited to the Department of Justice, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive does not need the prior authorization of the Company

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to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures. Under the Defend Trade Secrets Act of 2016, the Company hereby provides notice and Executive hereby acknowledges that Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) is solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

9.Intellectual Property.

(a)Works for Hire. All creations, inventions, ideas, designs, software, copyrightable materials, trademarks, and other technology and rights (and any related improvements or modifications), whether or not subject to patent or copyright protection (collectively, “Creations”), relating to any activities of the Company which were, are, or will be conceived by the Executive or developed by the Executive in the course of his employment or other services with the Company, whether conceived alone or with others and whether or not conceived or developed during regular business hours, and if based on Confidential Information, after the termination of the Executive’s employment, shall be the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed “works made for hire” as that term is used in the United States Copyright Act. The Executive agrees to assign and hereby does assign to the Company all Creations conceived or developed from the start of this employment with the Company through to the Termination Date, and after the Termination Date if the Creation incorporates or is based on any Confidential Information.

(b)Assignment. To the extent, if any, that the Executive retains any right, title or interest with respect to any Creations delivered to the Company or related to his employment with the Company, the Executive hereby grants to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and license: (i) to modify all or any portion of such Creations, including, without limitation, the making of additions to or deletions from such Creations, regardless of the medium (now or hereafter known) into which such Creations may be modified and regardless of the effect of such modifications on the integrity of such Creations; and (ii) to identify the Executive, or not to identify his, as one or more authors of or contributors to such Creations or any portion thereof, whether or not such Creations or any portion thereof have been modified. The Executive further waives any “moral” rights, or other rights with respect to attribution of authorship or integrity of such Creations that he may have under any applicable law, whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory.

Notwithstanding the foregoing, pursuant to California Labor Code Section 2870, the foregoing shall not apply to an invention that Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

•Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or

•Result from any work performed by the Executive for the Company.

(c)Disclosure. The Executive will promptly inform the Company of any Creations he conceives or develops during the Term. The Executive shall (whether during his employment or after the termination of his employment) execute such written instruments and do other such acts as may be necessary in the opinion of the Company or its counsel to secure the

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Company’s rights in the Creations, including obtaining a patent, registering a copyright, or otherwise (and the Executive hereby irrevocably appoints the Company and any of its officers as his attorney in fact to undertake such acts in his name). The Executive’s obligation to execute written instruments and otherwise assist the Company in securing its rights in the Creations will continue after the termination of his employment for any reason, the Company shall reimburse the Executive for any out-of-pocket expenses (but not attorneys’ fees) he incurs in connection with his compliance with this Section 9(c).

10.Arbitration.

(a)All disputes between Executive (and Executive’s attorneys, successors, and assigns) and the Company (and its affiliates, subsidiaries, shareholders, directors, officers, employees, agents, successors, attorneys, and assigns) relating in any manner to Executive’s employment or the termination of Executive’s employment, including, without limitation, all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by final and binding arbitration to the fullest extent permitted by law. Arbitrable Claims shall include, but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable workers’ compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Arbitrable Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act, the Family Medical Leave Act as well as all claims under any applicable state or federal statute including but not limited to the California Labor Code, and any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, harassment, discrimination, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, fraud, defamation, invasion of privacy, all claims related to disability and all wage or benefit claims, including but not limited to claims for salary, bonuses, profit participation, commissions, stock, stock options, vacation pay, fringe benefits or any form of compensation. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims, except that the Parties may seek interim injunctive relief and other provisional remedies in court as set forth in this Agreement. The Parties hereby waive any rights they may have to trial by jury or any other form of administrative hearing or procedure in regard to the Arbitrable Claims.

(b)Claims shall be arbitrated in accordance with the then-existing National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA Employment Rules”), as augmented by this Agreement. Arbitration shall be initiated as provided by the AAA Employment Rules, although the written notice to the other Party initiating arbitration shall also include a statement of the claims asserted and all the facts upon which the claims are based. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. All arbitration hearings under this Agreement shall be conducted at the AAA office located nearest to San Diego, California. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section.

(c)All disputes involving Arbitrable Claims shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the Parties within 30 days of the effective date of the notice initiating the arbitration. If the Parties cannot agree on an arbitrator, then the complaining Party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have only such authority to

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award equitable relief, damages, costs, and fees as a court would have for the particular claims asserted and any action of the arbitrator in contravention of this limitation may be the subject of court appeal by the aggrieved Party. No other aspect of any ruling by the arbitrator shall be appealable, and all other aspects of the arbitrator’s ruling shall be final and non-appealable. The arbitrator shall have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law. The arbitrator shall be required to issue a written arbitration decision including the arbitrator’s essential findings, conclusions and a statement of award. The Company shall pay all arbitration fees in excess of what the Executive would have to pay if the dispute were decided in a court of law. The arbitrator shall have exclusive authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this Agreement is void or unenforceable.

(d)Notwithstanding the foregoing, in order to provide for interim relief pending the finalization of arbitration proceedings hereunder, nothing in this Section 10 shall prohibit the Parties from pursuing, a claim for interim injunctive relief, for other applicable provisional remedies, and/or for related attorneys’ fees in a court of competent jurisdiction in order to prevent irreparable harm pending the conclusion of the arbitration.

(e)If for any reason all or part of this arbitration provision is held to be invalid, illegal, or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other part of this arbitration provision or any other jurisdiction, but this provision shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable part or parts of this arbitration provision had never been contained herein, consistent with the general intent of the Parties, as evidenced herein, insofar as possible.

11.Indemnification. This Agreement incorporates, but does not supersede, Executive’s Indemnity Agreement with the Company, which survives the execution of this Agreement in all respects.

12.Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter.

13.Successors. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate, if the Executive fails to make such designation). The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

14.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

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15.Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

16.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

17.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.

18.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

19.Governing Law. This is a California contract and shall be construed under and be governed in all respects by the laws of California for contracts to be performed in that State and without giving effect to the conflict of laws principles of California or any other State. In the event of any alleged breach or threatened breach of this Agreement, the Executive hereby consents and submits to jurisdiction in the State of California.

20.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

PriceSmart, Inc.

By:    /s/ Francisco Velasco

Name: Francisco Velasco

Title:    Executive Vice President – General Counsel, Chief Ethics & Compliance Officer and Corporate Secretary

/s/ David Price

David Price

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Document

EXTENSION REQUEST

February 9, 2023

Citibank, N.A.,

as Administrative Agent

One Penns Way, Building Ops II, Floor 2

New Castle, Delaware 19720

PriceSmart, Inc

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of February 18, 2022 (as amended or modified from time to time, the “Credit Agreement”) among PriceSmart, Inc., a Delaware corporation, the Lenders (as defined in the Credit Agreement) and Citibank, N.A., as administrative agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein, and all references to Sections herein are references to Sections of the Credit Agreement.

Pursuant to Section 2.21(a), the Company hereby requests and extension of the Commitment Termination Date for a period of 364-days, expiring February 16, 2024.

This Extension Request shall become effective on and as of February 17, 2023, provided that the Administrative Agent shall have received (a) counterparts of this Extension Request executed by the Company, each of the Lenders and the Administrative Agent and (b) counterparts of the attached Consent executed by each of the Subsidiary Guarantors.

The Company represents and warrants that (i) no Default has occurred and is continuing on the date of this Extension Request and immediately after giving effect hereto; and (ii) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date of this Extension Request and immediately after giving effect hereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) in all material respects (except for those representations and warranties that are conditioned by materiality, which are true and correct in all respects).

By execution below, each party hereto (and named below), hereby agrees to waive the satisfaction of the timing requirements set forth in Section 2.21 to the extent that it (i) requires the Company to request an extension of the Commitment Termination Date, by written notice to the Administrative Agent, at least 35 days prior to the next Existing Commitment Termination Date and (ii) requires each Lender to notify the Company and the Administrative Agent, in writing, at least 30 days prior to the next Existing Commitment Termination Date, whether such Lender will consent to such extension, and each party hereto further agrees that such timing requirements for the delivery of a written notice set forth in Section 2.21 shall be deemed to have been timely and fully satisfied.

AMERICAS/2023630690.1

Very truly yours,

PRICESMART, INC.,

By: /s/ Francisco Javier Velasco

Name: Francisco Javier Velasco

Title: Secretary

The undersigned hereby consents to the Extension Request:

CITIBANK, N.A., as Administrative Agent and as Lender

By: /s/ Robert Kane

Name: Robert Kane

Title: Managing Director

AMERICAS/2023630690.1

CONSENT

Dated as of February 9, 2023

The undersigned, each as a Subsidiary Guarantor (as defined in the Credit Agreement referred to in the foregoing Extension Request, hereby consents to extension of the Commitment Termination Date for a period of 364-days, expiring February 16, 2024, and hereby confirms and agrees that notwithstanding the effectiveness of such Extension Request, the Subsidiary Guaranty to which each of the respective Subsidiary Guarantors is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

PRISMAR DE COSTA RICA SOCIEDAD ANONIMA

By /s/ Francisco Javier Velasco

Name: Francisco Javier Velasco

Title: President

PRICESMART (GUATEMALA) SA

By /s/ Francisco Javier Velasco

Name: Francisco Javier Velasco

Title: President

PRICESMART DOMINICANA SRL

By /s/ Caridad Fernandez

Name: Caridad Fernandez

Title: Director

PRICESMART PANAMA SA

By /s/ Francisco Javier Velasco

Name: Francisco Javier Velasco

Title: President

AMERICAS/2023630690.1

PRICESMART CLUBS (TT) LTD

By /s/ Francisco Javier Velasco

Name: Francisco Javier Velasco

Title: President

PRICESMART EL SALVADOR SA DE CAPITAL VARIABLE

By /s/ Elman Luis Rivera Escobar

Name: Elman Luis Rivera Escobar

Title: Legal Representative

PRICESMART JAMAICA LIMITED

By /s/ Francisco Javier Velasco

Name: Francisco Javier Velasco

Title: President

AMERICAS/2023630690.1

Document

Exhibit 31.1

Certification

I, Robert E. Price, certify that:

1.I  have reviewed this Quarterly Report on Form 10-Q of PriceSmart, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 10, 2023	/s/ ROBERT E. PRICE
		Robert E. Price<br>Interim Chief Executive Officer<br>(Principal Executive Officer)

Document

Exhibit 31.2

Certification

I, Michael L. McCleary, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of PriceSmart, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 10, 2023	/s/ MICHAEL L. MCCLEARY
		Michael L. McCleary<br>Executive Vice President and Chief Financial Officer<br>(Principal Financial Officer and Principal Accounting Officer)

Document

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of PriceSmart, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended February 28, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	April 10, 2023	/s/ ROBERT E. PRICE
		Robert E. Price<br>Interim Chief Executive Officer<br>(Principal Executive Officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of PriceSmart, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended February 28, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	April 10, 2023	/s/ MICHAEL L. MCCLEARY
		Michael L. McCleary<br>Executive Vice President and Chief Financial Officer<br>(Principal Financial Officer and Principal Accounting Officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.