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, 2022

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

incorporation or organization)

(I.R.S. Employer

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 30,873,93831,001,100 shares of its common stock, par value $0.0001 per share, outstanding at March 31, 2022.

2023.


Table of Contents

PRICESMART,PRICESMART, INC.

INDEX TO FORM 10-Q

Page

1

CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2022 2023 (UNAUDITED) AND AUGUST 31, 20212022

2

4

5

6

8

10

32

5657

5758

5859

5859

5859

5860

5860

5860

5961

i

i

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PARTPART I—FINANCIAL INFORMATION

ITEM

ITEM 1. FINANCIAL STATEMENTS

PriceSmart, Inc.’s (“PriceSmart,” “we” or the “Company”) unaudited consolidated balance sheet as of February 28, 20222023 and the consolidated balance sheet as of August 31, 2021,2022, the unaudited consolidated statements of income for the three and six months ended February 28, 20222023 and 2021,2022, the unaudited consolidated statements of comprehensive income for the three and six months ended February 28, 20222023 and 2021,2022, the unaudited consolidated statements of equity for the three and six months ended February 28, 20222023 and 2021,2022, and the unaudited consolidated statements of cash flows for the six months ended February 28, 20222023 and 20212022 are included herein. Also included herein are the notes to the unaudited consolidated financial statements.


‎

1

Table of Contents

PRICESMART,PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

February 28,

2022

August 31,

(Unaudited)

2021

ASSETS

Current Assets:

Cash and cash equivalents

$

178,705

$

202,060

Short-term restricted cash

4,172

3,647

Short-term investments

26,933

50,233

Receivables, net of allowance for doubtful accounts of $52 as of February 28, 2022 and $94 as of August 31, 2021, respectively

15,001

12,359

Merchandise inventories

470,313

389,711

Prepaid expenses and other current assets (includes $1,566 and $0 as of February 28, 2022 and August 31, 2021, respectively, for the fair value of derivative instruments)

46,156

39,194

Total current assets

741,280

697,204

Long-term restricted cash

12,036

9,772

Property and equipment, net

753,671

730,204

Operating lease right-of-use assets, net

115,290

123,655

Goodwill

43,334

45,095

Other intangibles, net

1,542

7,762

Deferred tax assets

26,258

24,225

Other non-current assets (includes $4,583 and $2,464 as of February 28, 2022 and August 31, 2021, respectively, for the fair value of derivative instruments)

69,399

57,329

Investment in unconsolidated affiliates

10,520

10,544

Total Assets

$

1,773,330

$

1,705,790

LIABILITIES AND EQUITY

Current Liabilities:

Short-term borrowings

$

15,342

$

—

Accounts payable

380,778

388,791

Accrued salaries and benefits

32,239

41,896

Deferred income

30,793

26,898

Income taxes payable

10,164

8,310

Other accrued expenses and other current liabilities

42,240

39,736

Operating lease liabilities, current portion

6,808

8,526

Dividends payable

13,430

—

Long-term debt, current portion

28,761

19,395

Total current liabilities

560,555

533,552

Deferred tax liability

1,946

1,568

Long-term income taxes payable, net of current portion

5,602

4,160

Long-term operating lease liabilities

122,602

129,256

Long-term debt, net of current portion

120,057

110,110

Other long-term liabilities (includes $958 and $3,010 for the fair value of derivative instruments and $7,726 and $7,380 for post-employment plans as of February 28, 2022 and August 31, 2021, respectively)

8,684

10,930

Total Liabilities

819,446

789,576


‎

February 28,
2023
(Unaudited)		August 31,
2022
ASSETS
Current Assets:
Cash and cash equivalents$260,927 $237,710 
Short-term restricted cash9,110 3,013 
Short-term investments54,322 11,160 
Receivables, net of allowance for doubtful accounts of $54 as of February 28, 2023 and $103 as of August 31, 2022, respectively16,401 13,391 
Merchandise inventories449,101 464,411 
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 assets836,771 773,579 
Long-term restricted cash10,515 10,650 
Property and equipment, net774,826 757,241 
Operating lease right-of-use assets, net106,043 111,810 
Goodwill43,185 43,303 
Deferred tax assets27,898 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 affiliates10,460 10,534 
Total Assets$1,886,172 $1,808,400 
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings$10,133 $10,608 
Accounts payable406,581 408,407 
Accrued salaries and benefits35,340 44,097 
Deferred income32,665 29,228 
Income taxes payable9,587 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 portion7,144 7,491 
Dividends payable14,456 — 
Long-term debt, current portion27,421 33,715 
Total current liabilities586,583 579,456 
Deferred tax liability2,105 2,165 
Long-term income taxes payable, net of current portion4,729 5,215 
Long-term operating lease liabilities113,335 118,496 
Long-term debt, net of current portion126,383 103,556 
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 Liabilities842,260 817,327 

2

Table of Contents

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, respectively3 3 
Additional paid-in capital492,099 481,406 
Accumulated other comprehensive loss(183,703)(195,586)
Retained earnings772,430 736,894 
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' Equity1,043,912 991,073 
Total Liabilities and Equity$1,886,172 $1,808,400 

Stockholders' Equity:

Common stock $0.0001 par value, 45,000,000 shares authorized; 31,626,219 and 31,467,971 shares issued and 30,871,179 and 30,755,308 shares outstanding (net of treasury shares) as of February 28, 2022 and August 31, 2021, respectively

3

3

Additional paid-in capital

473,277

465,015

Accumulated other comprehensive loss

(184,413)

(182,508)

Retained earnings

694,186

658,919

Less: treasury stock at cost, 755,040 shares as of February 28, 2022 and 712,663 shares as of August 31, 2021

(29,169)

(26,084)

Total stockholders' equity attributable to PriceSmart, Inc. stockholders

953,884

915,345

Noncontrolling interest in consolidated subsidiaries

—

869

Total Stockholders' Equity

953,884

916,214

Total Liabilities and Equity

$

1,773,330

$

1,705,790

See accompanying notes.
‎

3

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PRICESMART,PRICESMART, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

Three Months Ended

Six Months Ended

February 28,

February 28,

February 28,

February 28,

Three Months EndedSix Months Ended

2022

2021

2022

2021

February 28,
2023		February 28,
2022		February 28,
2023		February 28,
2022

Revenues:

Revenues:

Net merchandise sales

$

1,011,896

$

898,404

$

1,955,939

$

1,736,773

Net merchandise sales$1,115,999 $1,011,896 $2,141,462 $1,955,939 

Export sales

8,674

9,706

19,208

20,587

Export sales6,882 8,674 17,340 19,208 

Membership income

15,071

13,799

29,862

27,098

Membership income16,176 15,071 32,071 29,862 

Other revenue and income

2,916

15,660

8,904

30,543

Other revenue and income3,132 2,916 6,122 8,904 

Total revenues

1,038,557

937,569

2,013,913

1,815,001

Total revenues1,142,189 1,038,557 2,196,995 2,013,913 

Operating expenses:

Operating expenses:

Cost of goods sold:

Cost of goods sold:

Net merchandise sales

853,633

755,108

1,646,826

1,458,727

Net merchandise sales937,462 853,633 1,796,530 1,646,826 

Export sales

8,215

9,315

18,282

19,748

Export sales6,563 8,215 16,552 18,282 

Non-merchandise

—

6,268

1,809

12,092

Non-merchandise— — — 1,809 

Selling, general and administrative:

Selling, general and administrative:

Warehouse club and other operations

93,993

90,449

185,189

175,281

Warehouse club and other operations103,630 93,993 200,522 185,189 

General and administrative

33,951

31,270

65,644

58,791

General and administrative32,759 33,951 65,931 65,644 
Separation costs associated with Chief Executive Officer departureSeparation costs associated with Chief Executive Officer departure7,747 — 7,747 — 

Pre-opening expenses

130

48

1,100

650

Pre-opening expenses89 130 89 1,100 

Loss on disposal of assets

313

132

724

202

Loss on disposal of assets139 313 297 724 

Total operating expenses

990,235

892,590

1,919,574

1,725,491

Total operating expenses1,088,389 990,235 2,087,668 1,919,574 

Operating income

48,322

44,979

94,339

89,510

Operating income53,800 48,322 109,327 94,339 

Other income (expense):

Other income (expense):

Interest income

549

445

1,067

936

Interest income1,942 549 3,099 1,067 

Interest expense

(2,438)

(2,228)

(4,028)

(4,261)

Interest expense(2,814)(2,438)(5,563)(4,028)

Other income (expense), net

(819)

(292)

590

(1,837)

Other income (expense), net(5,344)(819)(9,910)590 

Total other expense

(2,708)

(2,075)

(2,371)

(5,162)

Total other expense(6,216)(2,708)(12,374)(2,371)

Income before provision for income taxes and
‎loss of unconsolidated affiliates

45,614

42,904

91,968

84,348

Income before provision for income taxes and loss of unconsolidated affiliatesIncome before provision for income taxes and loss of unconsolidated affiliates47,584 45,614 96,953 91,968 

Provision for income taxes

(14,139)

(14,565)

(29,953)

(28,183)

Provision for income taxes(16,202)(14,139)(32,628)(29,953)

Loss of unconsolidated affiliates

(14)

(12)

(24)

(21)

Loss of unconsolidated affiliates(35)(14)(73)(24)

Net income

31,461

28,327

61,991

56,144

Net income31,347 31,461 64,252 61,991 

Less: net income attributable to noncontrolling interest

—

(91)

(19)

(171)

Less: Net income attributable to noncontrolling interestLess: Net income attributable to noncontrolling interest— — — (19)

Net income attributable to PriceSmart, Inc.

$

31,461

$

28,236

$

61,972

$

55,973

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:

Net income attributable to PriceSmart, Inc. per share available for distribution:

Basic

$

1.03

$

0.92

$

2.01

$

1.82

Basic$1.02 $1.03 $2.07 $2.01 

Diluted

$

1.03

$

0.92

$

2.01

$

1.82

Diluted$1.02 $1.03 $2.07 $2.01 

Shares used in per share computations:

Shares used in per share computations:

Basic

30,578

30,376

30,565

30,387

Basic30,74130,57830,72730,565

Diluted

30,582

30,404

30,593

30,412

Diluted30,76030,58230,74030,593

See accompanying notes.
‎

4

Table of Contents

PRICESMART,PRICESMART, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED—AMOUNTS IN THOUSANDS)

Three Months EndedSix Months Ended
February 28,
2023		February 28,
2022		February 28,
2023		February 28,
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 cost37 30 74 64 
Total defined benefit pension plan6 50 15 101 
Derivative instruments:(2)
Unrealized gains/(losses) on change in derivative obligations160 883 (536)(418)
Unrealized gains/(losses) on change in fair value of interest rate swaps83 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 instruments229 1,763 554 3,712 
Other comprehensive income (loss)12,434 4,226 11,883 (1,905)
Comprehensive income43,781 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 

Three Months Ended

Six Months Ended

February 28,

February 28,

February 28,

February 28,

2022

2021

2022

2021

Net income

$

31,461

$

28,327

$

61,991

$

56,144

Less: net income attributable to noncontrolling interest

—

(91)

(19)

(171)

Net income attributable to PriceSmart, Inc.

$

31,461

$

28,236

$

61,972

$

55,973

Other Comprehensive Income, net of tax:

Foreign currency translation adjustments (1)

2,413

(2,331)

(5,718)

430

Defined benefit pension plan:

Net gain arising during period

20

2

37

62

Amortization of prior service cost and actuarial gains included in net periodic pensions cost

30

33

64

66

Total defined benefit pension plan

50

35

101

128

Derivative instruments: (2)

Unrealized gains/(losses) on change in derivative

obligations

883

(75)

(418)

1,155

Unrealized gains on change in

fair value of interest rate swaps

880

1,251

4,130

329

Total derivative instruments

1,763

1,176

3,712

1,484

Other comprehensive income (loss)

4,226

(1,120)

(1,905)

2,042

Comprehensive income

35,687

27,116

60,067

58,015

Less: comprehensive income attributable to noncontrolling interest

—

27

3

58

Comprehensive income attributable to PriceSmart, Inc.

$

35,687

$

27,089

$

60,064

$

57,957

(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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Table of Contents

PRICESMART,PRICESMART, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED—AMOUNTS IN THOUSANDS)

Three Months Ended

Three Months Ended

Total

Common StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Retained
Earnings		Treasury StockTotal
Equity

Accumulated

Stockholders'

Additional

Other

Equity

Common Stock

Paid-in

Comprehensive

Retained

Treasury Stock

Attributable to

Noncontrolling

Total

Shares

Amount

Capital

Loss

Earnings

Shares

Amount

PriceSmart, Inc.

Interest

Equity

Balance at November 30, 2020

31,396 

$

3 

$

450,666 

$

(173,658)

$

610,224 

658 

$

(21,068)

$

866,167 

$

1,124 

$

867,291 

Purchase of treasury stock

—

—

—

—

—

17 

(1,713)

(1,713)

—

(1,713)

Issuance of restricted stock award

56 

—

—

—

—

—

—

—

—

—

Stock-based compensation

—

—

4,215 

—

—

—

—

4,215 

—

4,215 

Dividend paid to stockholders

—

—

—

—

(10,762)

—

—

(10,762)

(259)

(11,021)

Dividend payable to stockholders

—

—

—

—

(10,755)

—

—

(10,755)

—

(10,755)

Net income

—

—

—

—

28,236 

—

—

28,236 

91 

28,327 

Other comprehensive income (loss)

—

—

—

(1,120)

—

—

—

(1,120)

27 

(1,093)

Balance at February 28, 2021

31,452 

$

3 

$

454,881 

$

(174,778)

$

616,943 

675 

$

(22,781)

$

874,268 

$

983 

$

875,251 

SharesAmountAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Retained
Earnings		SharesAmountTotal
Equity

Balance at November 30, 2021

31,598 

$

3 

$

469,170 

$

(188,639)

$

689,430 

736 

$

(27,818)

$

942,146 

$

—

$

942,146 

Balance at November 30, 202131,598$3 736$(27,818)$942,146 

Purchase of treasury stock

—

—

—

—

—

19 

(1,351)

(1,351)

—

(1,351)

Purchase of treasury stock—— — — — 19(1,351)(1,351)

Issuance of restricted stock award

31 

—

—

—

—

—

—

—

—

—

Issuance of restricted stock award31— — — — —— — 

Forfeiture of restricted stock awards

(3)

—

—

—

—

—

—

—

—

—

Forfeiture of restricted stock awards(3)— — — — — — — 

Stock-based compensation

—

—

4,107 

—

—

—

—

4,107 

—

4,107 

Stock-based compensation—— 4,107 — — —— 4,107 

Dividend paid to stockholders

—

—

—

—

(13,275)

—

—

(13,275)

—

(13,275)

Dividend paid to stockholders— — — — (13,275)— — (13,275)

Dividend payable to stockholders

—

—

—

—

(13,430)

—

—

(13,430)

—

(13,430)

Dividend payable to stockholders—— — — (13,430)—— (13,430)

Net income

—

—

—

—

31,461 

—

—

31,461 

—

31,461 

Net income—— — — 31,461 —— 31,461 

Other comprehensive income

—

—

—

4,226 

—

—

—

4,226 

—

4,226 

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 

$

—

$

953,884 

Balance at February 28, 202231,626$3 $473,277 $(184,413)$694,186 755$(29,169)$953,884 
Balance at November 30, 2022Balance at November 30, 202231,858$3 $485,096 $(196,137)$769,799 807$(32,398)$1,026,363 
Purchase of treasury stockPurchase of treasury stock—— — — — 61(4,519)(4,519)
Issuance of restricted stock awardIssuance of restricted stock award63 — — — — —— — 
Forfeiture of restricted stock awardsForfeiture of restricted stock awards(52)— — — — —— — 
Stock-based compensationStock-based compensation—— 7,003 — — —— 7,003 
Dividend paid to stockholdersDividend paid to stockholders— — — — (14,260)—— (14,260)
Dividend payable to stockholdersDividend payable to stockholders— — — — (14,456)—— (14,456)
Net incomeNet income—— — — 31,347 —— 31,347 
Other comprehensive incomeOther comprehensive income—— — 12,434 — —— 12,434 
Balance at February 28, 2023Balance at February 28, 202331,869$3 $492,099 $(183,703)$772,430 868$(36,917)$1,043,912 

See accompanying notes


‎

6

Table of Contents

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED—AMOUNTS IN THOUSANDS)

Six Months Ended

Six Months Ended

Total

Common StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Retained
Earnings		Treasury StockTotal
Stockholders'
Equity
Attributable to
PriceSmart, Inc.		Noncontrolling
Interest		Total
Equity

Accumulated

Stockholders'

Additional

Other

Equity

Common Stock

Paid-in

Comprehensive

Retained

Treasury Stock

Attributable to

Noncontrolling

Total

Shares

Amount

Capital

Loss

Earnings

Shares

Amount

PriceSmart, Inc.

Interest

Equity

Balance at August 31, 2020

31,418 

$

3 

$

454,455 

$

(176,820)

$

582,487 

747 

$

(28,406)

$

831,719 

$

1,013 

$

832,732 

Purchase of treasury stock

—

—

—

—

—

24 

(2,239)

(2,239)

—

(2,239)

Issuance of treasury stock

(96)

—

(7,864)

—

—

(96)

7,864 

—

—

—

Issuance of restricted stock award

133 

—

—

—

—

—

—

—

—

—

Forfeiture of restricted stock awards

(3)

—

—

—

—

—

—

—

—

—

Stock-based compensation

—

—

8,290 

—

—

—

—

8,290 

—

8,290 

Dividend paid to stockholders

—

—

—

—

(10,762)

—

—

(10,762)

(259)

(11,021)

Dividend payable to stockholders

—

—

—

—

(10,755)

—

—

(10,755)

—

(10,755)

Net income

—

—

—

—

55,973 

—

—

55,973 

171 

56,144 

Other comprehensive income

—

—

—

2,042 

—

—

—

2,042 

58 

2,100 

Balance at February 28, 2021

31,452 

$

3 

$

454,881 

$

(174,778)

$

616,943 

675 

$

(22,781)

$

874,268 

$

983 

$

875,251 

SharesAmountAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Retained
Earnings		SharesAmountTotal
Stockholders'
Equity
Attributable to
PriceSmart, Inc.		Noncontrolling
Interest		Total
Equity

Balance at August 31, 2021

31,468 

$

3 

$

465,015 

$

(182,508)

$

658,919 

713 

$

(26,084)

$

915,345 

$

869 

$

916,214 

Balance at August 31, 202131,468$3 713$(26,084)

Purchase of treasury stock

—

—

—

—

—

51 

(3,784)

(3,784)

—

(3,784)

Purchase of treasury stock—— — — — 51(3,784)(3,784)— (3,784)

Issuance of treasury stock

(9)

—

(699)

—

—

(9)

699 

—

—

—

Issuance of treasury stock(9)— (699)— — (9)699 — — — 

Issuance of restricted stock award

171 

—

—

—

—

—

—

—

—

—

Issuance of restricted stock award171— — — — —— — — — 

Forfeiture of restricted stock awards

(4)

—

—

—

—

—

—

—

—

—

Forfeiture of restricted stock awards(4)— — — — —— — — — 

Stock-based compensation

—

—

8,674

—

—

—

—

8,674

—

8,674

Stock-based compensation—— 8,674 — — —— 8,674 — 8,674 

Dividend paid to stockholders

—

—

—

—

(13,275)

—

—

(13,275)

—

(13,275)

Dividend paid to stockholders—— — — (13,275)—— (13,275)— (13,275)

Dividend payable to stockholders

—

—

—

—

(13,430)

—

—

(13,430)

—

(13,430)

Dividend payable to stockholders—— — — (13,430)—— (13,430)— (13,430)

Net income

—

—

—

—

61,972

—

—

61,972

19 

61,991

Net income—— — — 61,972 —— 61,972 19 61,991 

Other comprehensive income (loss)

—

—

—

(1,905)

—

—

—

(1,905)

3 

(1,902)

Other comprehensive income (loss)—— — (1,905)— —— (1,905)3 (1,902)

Sale of Aeropost stock

—

—

287 

—

—

—

—

287 

(891)

(604)

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 February 28, 202231,626$3 $473,277 $(184,413)$694,186 755$(29,169)$953,884 $— $953,884 
Balance at August 31, 2022Balance at August 31, 202231,698$3 $481,406 $(195,586)$736,894 793$(31,644)$991,073 $— $991,073 
Purchase of treasury stockPurchase of treasury stock—— — — — 82 (5,819)(5,819)— (5,819)
Issuance of treasury stockIssuance of treasury stock(7)— (546)— — (7)546 — — — 
Issuance of restricted stock awardIssuance of restricted stock award237 — — — — —— — — — 
Forfeiture of restricted stock awardsForfeiture of restricted stock awards(59)— — — — —— — — — 
Stock-based compensationStock-based compensation— — 11,239 — — —— 11,239 — 11,239 
Dividend paid to stockholdersDividend paid to stockholders— — — — (14,260)—— (14,260)— (14,260)
Dividend payable to stockholdersDividend payable to stockholders—— — — (14,456)—— (14,456)— (14,456)
Net incomeNet income—— — — 64,252 —— 64,252 — 64,252 
Other comprehensive incomeOther comprehensive income—— — 11,883 — —— 11,883 — 11,883 
Balance at February 28, 2023Balance at February 28, 202331,869$3 $492,099 $(183,703)$772,430 868$(36,917)$1,043,912 $— $1,043,912 

See accompanying notes

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PRICESMART,PRICESMART, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED—AMOUNTS IN THOUSANDS)

Six Months Ended

February 28,

February 28,

2022

2021

Operating Activities:

Net income

$

61,991

$

56,144

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

32,701

31,765

Allowance for doubtful accounts

12

31

Loss on sale of property and equipment

724

202

Deferred income taxes

(2,124)

(1,997)

Equity in losses of unconsolidated affiliates

24

21

Stock-based compensation

8,674

8,290

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

(19,503)

10,156

Merchandise inventories

(80,608)

(29,728)

Accounts payable

(9,811)

(45,157)

Net cash provided by (used in) operating activities

(7,920)

29,727

Investing Activities:

Proceeds from the disposal of Aeropost, net of divested cash

4,959

—

Additions to property and equipment

(60,468)

(47,170)

Purchases of short-term investments

(17,658)

(51,314)

Proceeds from settlements of short-term investments

41,075

16,158

Purchases of long-term investments

—

(1,477)

Proceeds from settlements of long-term investments

1,484

1,477

Proceeds from disposal of property and equipment

77

50

Net cash used in investing activities

(30,531)

(82,276)

Financing Activities:

Proceeds from long-term bank borrowings

30,180

3,000

Repayment of long-term bank borrowings

(10,969)

(8,467)

Proceeds from short-term bank borrowings

20,179

—

Repayment of short-term bank borrowings

(4,488)

(41,916)

Cash dividend payments

(13,275)

(11,021)

Purchase of treasury stock

(3,784)

(2,239)

Other financing activities

—

(171)

Net cash provided by (used in) financing activities

17,843

(60,814)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

42

(2,629)

Net decrease in cash, cash equivalents

(20,566)

(115,992)

Cash, cash equivalents and restricted cash at beginning of period

215,479

303,771

Cash, cash equivalents and restricted cash at end of period

$

194,913

$

187,779

Supplemental disclosure of noncash investing activities:

Capital expenditures accrued, but not yet paid

$

8,369

$

11,529


‎

Six Months Ended
February 28,
2023		February 28,
2022
Operating Activities:
Net Income$64,252 $61,991 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization35,443 32,701 
Allowance for doubtful accounts(49)12 
Loss on sale of property and equipment297 724 
Deferred income taxes(737)(2,124)
Equity in losses of unconsolidated affiliates73 24 
Stock-based compensation11,239 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 inventories15,310 (80,608)
Accounts payable(2,634)(9,811)
Net cash provided by (used in) operating activities116,681 (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 investments4,301 41,075 
Proceeds from settlements of long-term investments— 1,484 
Proceeds from disposal of property and equipment137 77 
Net cash used in investing activities(96,078)(30,531)
Financing Activities:
Proceeds from long-term bank borrowings33,712 30,180 
Repayment of long-term bank borrowings(16,994)(10,969)
Proceeds from short-term bank borrowings301 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 cash11,636 42 
Net increase (decrease) in cash, cash equivalents29,179 (20,566)
Cash, cash equivalents and restricted cash at beginning of period251,373 215,479 
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 paid14,456 13,430 

8

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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,

February 28,

Six Months Ended

2022

2021

February 28,
2023		February 28,
2022

Cash and cash equivalents

$

178,705

$

180,179

Cash and cash equivalents$260,927 $178,705 

Short-term restricted cash

4,172

736

Short-term restricted cash9,110 4,172 

Long-term restricted cash

$

12,036

$

6,864

Long-term restricted cash10,515 12,036 

Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows

$

194,913

$

187,779

Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows$280,552 $194,913 

See accompanying notes.

9

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

February 28, 2022

2023

NOTE

NOTE 1 – COMPANY OVERVIEW AND BASIS OF PRESENTATION

PriceSmart, Inc.’s (“PriceSmart,” the “Company,”, "we" or "we""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, 2022,2023, the Company had 4950 warehouse clubs in operation in 12 countries and 1one U.S. territory (9(nine in Colombia; 8eight in Costa Rica; 7seven in Panama; 5five in the Dominican Republic and Guatemala; 4four in Trinidad; 3three in Honduras; 2two each in El Salvador, Nicaragua and Nicaragua;Jamaica; and 1one each in Aruba, Barbados Jamaica 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 Portmore, JamaicaMedellín, Colombia and Escuintla, Guatemala in April 2022 and a warehouse club in Medellín, Colombia that is anticipated to open in the summer of 2023. Once these 2four new clubs are open, the Company will operate at least 5154 warehouse clubs, depending on the timing of the development and construction of other warehouse club projects in our pipeline. clubs. OurOur 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.Expand Real Estate (new clubsInvest in Remodeling Current PriceSmart Clubs, Adding New PriceSmart Locations and distribution facilities),Opening More Distribution Centers;

2.IncreaseMembership Value;Value; and

3.Drive Incremental Sales via PriceSmart.com and enhanced online, digitalEnhanced Online, Digital and technological capabilities.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, 20212022 (the “2021“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 noncontrollingnon-controlling interests. The Company reports noncontrollingnon-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.

10

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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, 20222023 are listed below:

Real Estate Development Joint Ventures

Countries

Ownership

Basis of
‎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.

Disposals, Acquisitions and Related Items – From March 2018 through September 2021, we operated a cross border package forwarding (casillero) and online marketplace business under the “Aeropost” banner in 38 countries in Latin America and the Caribbean. PriceSmart acquired Aeropost in 2018 to leverage Aeropost’s technology and its management’s experience in developing software and systems for e-commerce and logistics to advance PriceSmart’s development of an omni-channel shopping experience for its Members. In October 2021, PriceSmart sold the legacy casillero and marketplace operations, which were not core to our main objectives. PriceSmart retained key Aeropost personnel and technology in the transaction, with which we believe we can continue to grow our omni-channel business. This technology and talent have helped us combine our brick-and-mortar operations with online capabilities, supported by a more sophisticated distribution system. These online capabilities and the enhanced distribution system provide us with the potential to expand our geographic coverage, reach more Members in more ways, increase efficiencies, reduce costs and provide Members with greater value.

The Company disposed of its entire ownership in Aeropost to an unrelated third party. However, as part of the consideration of the sale, Aeropost will provide $2.0 million of logistical services to the Company as needed for 36 months. The Company recorded a pre-tax gain from the sale of Aeropost of $2.7 million in the first quarter of fiscal 2022 in Other income (expense), net in the consolidated statements of income.

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 interim 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. The novel coronavirus (COVID-19) pandemic continues to significantly impact the economies of the countries where the Company operates due to elevated infection ratesestimates and government restrictions. The Company has assessed the impact that COVID-19 has had on our estimates, assumptions and accounting policies and made additional disclosures, if and as necessary.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.

11

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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

February 28,
2023		August 31,
2022
Short-term restricted cash$9,110 $3,013 
Long-term restricted cash10,515 10,650 
Total restricted cash(1)
$19,625 $13,663 

February 28,

August 31,

2022

2021

Short-term restricted cash

$

4,172

$

3,647

Long-term restricted cash

12,036

9,772

Total restricted cash(1)

$

16,208

$

13,419

(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 $11.2 $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 and Other Intangibles, net– Goodwill and other intangibles totaled $44.9 $43.2 million as of February 28, 20222023 and $52.9$43.3 million as of August 31, 2021.2022. The Company reviews reported goodwill and other intangibles 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. In connection with the Aeropost disposal, we retained the intellectual property associated with our PriceSmart.com business. However, in conjunction with this disposal, we wrote off $1.7 million of goodwill, $4.4 million of other intangibles related to the Aeropost trademark, and $1.0 million of other intangibles related to the developed technology of Aeropost directly associated with Aeropost’s legacy marketplace and casillero business. These write-offs are included as part of the $2.7 million net pre-tax gain recorded during the first fiscal quarter of 2022 for the sale of Aeropost.

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.

11
Table of Contents
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.

12

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

In mosttwo countries where the Company operates, there are defined and structured processes to recover VAT receivables via refunds or offsets. However, in one country without a clearly defined refund process, the Company is actively engaged with the local government to recover VAT receivables totaling $11.9 million and $9.7 million as of February 28, 2022 and August 31, 2021, respectively. In two other countries, there have been changes in the method of computing minimum income tax payments, under which the governments have sought torules require the Company to pay taxes based on athe percentage of sales rather than taxable income. As a result, the Company has made and may continue to makeis 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, 20222023 and August 31, 2021, respectively and deferred tax assets of $3.7 million and $3.3 million as of February 28, 2022, and August 31, 2021, respectively, in these countries. While the rules related to refunds of income tax receivables in these countries are either unclear or complex, theThe 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.

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,
2023		August 31,
2022
Prepaid expenses and other current assets$1,898 $3,890 
Other non-current assets33,964 32,460 
Total amount of VAT receivables reported$35,862 $36,350 
12
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PRICESMART, INC.

February 28,

August 31,

2022

2021

Prepaid expenses and other current assets

$

3,478

$

3,173

Other non-current assets

36,045

28,437

Total amount of VAT receivables reported

$

39,523

$

31,610

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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

February 28,

August 31,

2022

2021

February 28,
2023		August 31,
2022

Prepaid expenses and other current assets

$

11,140

$

11,491

Prepaid expenses and other current assets$13,949 $12,077 

Other non-current assets

21,072

18,872

Other non-current assets20,725 19,985 

Total amount of income tax receivables reported

$

32,212

$

30,363

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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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. TheThe 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 this lease expense is 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 3three 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, 2022,2023, the Company reissued approximately 9,0007,000 treasury shares.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Fair Value Measurements – The Company measures the fair value for all financial and nonfinancialnon-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring or nonrecurringnon-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, 0no 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 20212022 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, 20222023 and August 31, 2021.2022.

15

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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,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.

For

Until the disposal of Aeropost in the first quarter of fiscal year 2022, the Company included the costs for the marketplace and casillero operations, the Company includes the costs 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.

16

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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, 20222023 and February 28, 20212022 (in thousands):

Three Months Ended

Six Months Ended

February 28,

February 28,

February 28,

February 28,

2022

2021

2022

2021

Effect on other comprehensive income (loss) due to foreign currency translation

$

2,413

$

(2,331)

$

(5,718)

$

430

Three Months EndedSix Months Ended
February 28,
2023		February 28,
2022		February 28,
2023		February 28,
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,

February 28,

February 28,

February 28,

2022

2021

2022

2021

Currency loss

$

(1,775)

$

(238)

$

(3,638)

$

(1,731)

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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

Recent Accounting Pronouncements Adopted

FASB ASC 740 ASU 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The ASU is effective for annual periods beginning after December 15, 2020. Early adoption is permitted. The Company adopted ASU No. 2019-12 on September 1, 2021, the first quarter of fiscal year 2022. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

There were no other new accounting standards that had a material impact on the Company’s consolidated financial statements during the six-month period ended February 28, 2022,2023, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of February 28, 20222023 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. TheUntil the disposal of Aeropost in the first quarter of fiscal 2022, the Company recognizesrecognized non-merchandise revenue, net of sales taxes, on transactions where the Company hashad determined that it iswas the agent in the transaction. These transactions primarily consistconsisted of contracts the Company entersentered into with its customers to provide delivery, insurance and customs processing services for products its customers purchasepurchased online in the United States either directly from other vendors utilizing the vendor’s website or through the Company’s marketplace site. Revenue iswas recognized when the Company’s performance obligations have beenwere completed (that is when delivery of the items have been made to the destination point) and iswas recorded in “non-merchandise revenue” on the consolidated statements of income. Prepayment for orders for which the Company hashad not fulfilled its performance obligation arewere recorded as deferred income. Additionally, the Company recordsrecorded 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 iswas acting as an agent and iswas 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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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 certificates;cards; therefore, the Company assumes a 100% redemption rate prior to expiration of the gift certificate.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,

2022

August 31,

2021

Deferred membership income

$

29,584

$

25,951

Other contract performance liabilities

$

15,497

$

7,871

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Contract Liabilities
February 28,
2023		August 31,
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 EndedSix Months Ended
February 28,
2023		February 28,
2022		February 28,
2023		February 28,
2022
Foods & Sundries$552,153 $492,776 $1,064,046 $963,726 
Fresh Foods325,479 289,122 620,766 558,797 
Hardlines119,689 120,335 235,285 232,274 
Softlines66,372 64,561 120,790 115,034 
Other Business52,306 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.

Three Months Ended

Six Months Ended

February 28,
‎2022

February 28,
‎2021

February 28,
‎2022

February 28,
‎2021

Foods & Sundries

$

492,776

$

448,751

$

963,726

$

867,127

Fresh Foods

289,122

257,505

558,797

492,794

Hardlines

120,335

110,712

232,274

223,496

Softlines

64,561

46,935

115,034

87,264

Other Business

45,102

34,501

86,108

66,092

Net Merchandise Sales

$

1,011,896

$

898,404

$

1,955,939

$

1,736,773

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, 20222023 and 20212022 (in thousands, except per share amounts):

Three Months Ended

Six Months Ended

February 28,

February 28,

February 28,

February 28,

2022

2021

2022

2021

Net income attributable to PriceSmart, Inc.

$

31,461

$

28,236

$

61,972

$

55,973

Less: Allocation of income to unvested stockholders

(78)

(117)

(600)

(580)

Net income attributable to PriceSmart, Inc. per share available for distribution

$

31,383

$

28,119

$

61,372

$

55,393

Basic weighted average shares outstanding

30,578

30,376

30,565

30,387

Add dilutive effect of performance stock units (two-class method)

4

28

28

25

Diluted average shares outstanding

30,582

30,404

30,593

30,412

Basic net income per share

$

1.03

$

0.92

$

2.01

$

1.82

Diluted net income per share

$

1.03

$

0.92

$

2.01

$

1.82

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Three Months EndedSix Months Ended
February 28,
2023		February 28,
2022		February 28,
2023		February 28,
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 outstanding30,74130,57830,72730,565
Add dilutive effect of performance stock units (two-class method)1941328
Diluted average shares outstanding30,76030,58230,74030,593
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 20222023 and 20212022 (amounts are per share).

:

First Payment

Second Payment

First PaymentSecond Payment

Declared

Amount

Record
‎Date

Date
‎Paid

Date
‎Payable

Amount

Record
‎Date

Date
‎Paid

Date
‎Payable

Amount

DeclaredAmountRecord
Date		Date
Paid		Date
Payable		AmountRecord
Date		Date
Paid		Date
Payable		Amount
2/3/20232/3/2023$0.92 2/16/20232/28/2023N/A$0.46 8/15/2023N/A8/31/2023$0.46 

2/3/2022

$

0.86

2/15/2022

2/28/2022

N/A

$

0.43

8/15/2022

N/A

8/31/2022

$

0.43

2/3/2022$0.86 2/15/20222/28/2022N/A$0.43 8/15/20228/31/2022N/A$0.43 

2/4/2021

$

0.70

2/15/2021

2/26/2021

N/A

$

0.35

8/15/2021

8/31/2021

N/A

$

0.35

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 uncertainty surrounding the ongoing effects of the COVID-19 pandemicuncertain 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
PriceSmart
Noncontrolling
Interests
Total
Beginning balance, September 1, 2022$(195,586)$— $(195,586)
Foreign currency translation adjustments11,314 — 11,314 
Defined benefit pension plans (1)
15 — 15 
Derivative instruments (2)
554 — 554 
Ending balance, February 28, 2023$(183,703)$— $(183,703)
Attributable to
PriceSmart		Noncontrolling
Interests		Total
Beginning balance, September 1, 2021$(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)$— $(184,413)
Attributable to
PriceSmart		Noncontrolling
Interests		Total
Beginning balance, September 1, 2021$(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 loss127 — 127 
Sale of Aeropost— $(254)(254)
Ending balance, August 31, 2022$(195,586)$— $(195,586)

Attributable to

Noncontrolling

PriceSmart

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

Noncontrolling

PriceSmart

Interests

Total

Beginning balance, September 1, 2020

$

(176,820)

$

134

$

(176,686)

Foreign currency translation adjustments

430

58

488

Defined benefit pension plans (1)

128

—

128

Derivative Instruments (2)

1,484

—

1,484

Ending balance, February 28, 2021

$

(174,778)

$

192

$

(174,586)

Attributable to

Noncontrolling

PriceSmart

Interests

Total

Beginning balance, September 1, 2020

$

(176,820)

$

134

$

(176,686)

Foreign currency translation adjustments

(7,837)

117

(7,720)

Defined benefit pension plans (1)

(230)

—

(230)

Derivative Instruments (2)

2,252

—

2,252

Amounts reclassified from accumulated other comprehensive loss

127

—

127

Ending balance, August 31, 2021

$

(182,508)

$

251

$

(182,257)

(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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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,
2023		August 31,
2022
Retained earnings not available for distribution$8,971 $8,648 
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PRICESMART, INC.

February 28,

August 31,

2022

2021

Retained earnings not available for distribution

$

8,322

$

8,022

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.
22
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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. IncomeOur 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. The Company isWe 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, the Company considerswe 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, the Company beginswe 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.

22

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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, 2022.

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, 20222023 and August 31, 2021,2022, the Company has recorded within other accrued expenses and other current liabilities a total of $1.8$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, 20222023 and August 31, 2021,2022, respectively, and deferred tax assets of $3.7$4.0 million and $3.3$3.5 million as of February 28, 20222023 and August 31, 2021,2022, 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.
23
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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, 20222023 and August 31, 2021,2022, the Company had approximately $24.3$14.4 million and $16.2$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, 2022,2023, the Company had entered into three land purchase agreements that, if completed, would result in the use of approximately $13.2$10.6 million in cash. In March 2022,Lastly, the Company finalizedhas one lease option agreement for one additional warehouse club. One of the land purchase of oneagreements and the lease option described above were executed after February 28, 2023, but prior to issuance of these parcels of land and began construction of a new club in El Poblado (Medellín), Colombia.

financial statements. Refer to "Note 10 – Subsequent Events" for more information.

23

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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, 20222023 (in thousands):

Entity

%
‎Ownership

Initial
‎Investment

Additional
‎Investments

Net Income (Loss)
‎Inception to
‎Date

Company’s
‎Variable
‎Interest
‎in Entity

Commitment
‎to Future
‎Additional
‎Investments(1)

Company's
‎Maximum
‎Exposure
‎to Loss in
‎Entity(2)

Entity%
Ownership		Initial
Investment		Additional
Investments		Net Income (Loss)
Inception to
Date		Company’s
Variable
Interest
in Entity
Commitment
to Future
Additional
Investments(1)
Company's
Maximum
Exposure
to Loss in
Entity(2)

GolfPark Plaza, S.A.

50

%

$

4,616

$

2,402

$

(43)

$

6,975

$

99

$

7,074

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

116

3,545

785

4,330

Price Plaza Alajuela PPA, S.A.50 %2,193 1,236 109 3,538 785 4,323 

Total

$

6,809

$

3,638

$

73

$

10,520

$

884

$

11,404

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
of Facilities
Short-term
Borrowings
Letters of
Credit
Facilities
Available
Weighted average
interest rate
February 28, 2023 - Committed$75,000 $— $151 $74,849 — %
February 28, 2023 - Uncommitted91,000 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 - Uncommitted91,000 10,608 — 80,392 5.3 
August 31, 2022 - Total$166,000 $10,608 $73 $155,319 5.3 %
24
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PRICESMART, INC.

Facilities Used

Total Amount

Short-term

Letters of

Facilities

Weighted average

of Facilities

Borrowings

Credit

Available

interest rate

February 28, 2022 - Committed

$

75,000

$

—

$

—

$

75,000

—

%

February 28, 2022 - Uncommitted

91,000

15,342

—

75,658

3.0

February 28, 2022 - Total

$

166,000

$

15,342

$

—

$

150,658

3.0

%

August 31, 2021 - Committed

$

40,000

$

—

$

97

$

39,903

—

%

August 31, 2021 - Uncommitted

91,000

—

—

91,000

—

August 31, 2021 - Total

$

131,000

$

—

$

97

$

130,903

—

%

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

As of February 28, 20222023 and August 31, 2021,2022, 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.

24

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

The following table provides the changes in long-term debt for the six months ended February 28, 2022:

2023:

(Amounts in thousands)Current
portion of
long-term debt		Long-term
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 subsidiary1,002 12,796 13,798 
Total proceeds from long-term debt incurred during the period1,002 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 months868 (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)

(Amounts in thousands)

Current
‎portion of
‎long-term debt

Long-term
‎debt (net of current portion)

Total

Balances as of August 31, 2021

$

19,395

$

110,110

$

129,505

(1)

Proceeds from long-term debt incurred during the period:

Guatemala subsidiary

—

4,204

4,204

Trinidad subsidiary

4,844

21,132

25,976

Repayments of long-term debt:

Guatemala subsidiary

(377)

—

(377)

Costa Rica subsidiary

(1,261)

(109)

(1,370)

Regularly scheduled loan payments

(3,487)

(5,735)

(9,222)

Reclassifications of long-term debt due in the next 12 months

9,657

(9,657)

—

Translation adjustments on foreign currency debt of subsidiaries whose functional currency is not the U.S. dollar (2)

(10)

112

102

Balances as of February 28, 2022

$

28,761

$

120,057

$

148,818

(3)

(1)The carrying amount of cash and non-cash assets assigned as collateral for these loans was $7.0 million and $153.5 million, respectively.$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 cash and non-cash assets assigned as collateral for these loans was $6.4$172.0 million. The carrying amount of cash assets assigned as collateral for these loans was $4.4 million.million and $166.8million, respectively.

As of February 28, 20222023 and August 31, 2021,2022, the Company had approximately $120.5$102.9 million and $103.4$110.7 million, respectively, of long-term loans held in the U.S. entity and in several foreign subsidiaries, thatwhich require these subsidiariesentities 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. The net increase in long-term debt during the period is primarily attributable to a loan entered into by the Company’s Trinidad subsidiary, whereby it received $25.0 million in U.S. dollars, which it will pay back in Trinidad dollars (using a conversion rate fixed upon initial disbursement) over the four-year life of the loan.

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

Twelve Months Ended February 28,

Amount

2023

$

28,761

2024

26,230

2025

36,009

2026

13,521

2027

11,189

Thereafter

33,108

Total

$

148,818

Twelve Months Ended February 28,Amount
2024$27,421 
202537,926 
202615,534 
202713,288 
202843,483 
Thereafter16,152 
Total$153,804 

25

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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.

26

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

Cash Flow Hedges

As of February 28, 2022,2023, 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, 2022:2023:
EntityDate
Entered
into		Derivative
Financial
Counter-
party		Derivative
Financial
Instruments		Initial
US$
Notional
Amount		Bank
US$
loan
Held
with		Floating Leg
(swap
counter-party)		Fixed Rate
for PSMT
Subsidiary		Settlement
Dates		Effective
Period of swap
Colombia subsidiary26-Sep-22Citibank, N.A. ("Citi")Cross currency interest rate swap$12,500,000 PriceSmart, Inc.3.00%10.35 %24th day of each December, March, June and September beginning December 26, 2022September 26, 2022 - September 24, 2024
Colombia subsidiary3-May-22Citibank, N.A. ("Citi")Cross currency interest rate swap$10,000,000 PriceSmart, Inc.3.00%9.04 %3rd day of each May, August, November and February, beginning on August 3, 2022May 3, 2022 - May 3, 2027
Colombia subsidiary17-Nov-21Citibank, N.A. ("Citi")Cross currency interest rate swap$10,000,000 PriceSmart, Inc.3.00%8.40 %17th day of each February, May, August, and November, beginning on February 17, 2022November 17, 2021 - November 18, 2024
Colombia subsidiary3-Dec-19Citibank, N.A. ("Citi")Cross currency interest rate swap$7,875,000 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, 2020December 3, 2019 - December 3, 2024
Colombia subsidiary27-Nov-19Citibank, N.A. ("Citi")Cross currency interest rate swap$25,000,000 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, 2020November 27, 2019 - November 27, 2024
Panama subsidiary25-Jun-18Bank of Nova Scotia ("Scotiabank")Interest rate swap$14,625,000 Bank of Nova ScotiaVariable rate 3-month Libor plus 3.0%5.99 %23rd day of each month beginning on July 23, 2018June 25, 2018 - March 23, 2023
PriceSmart, Inc.7-Nov-16MUFG Union Bank, N.A. ("Union Bank")Interest rate swap$35,700,000 Union BankVariable rate 3-month Libor plus 1.70%3.65 %1st day of each month beginning on April 1, 2017March 1, 2017 - March 1, 2027
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PRICESMART, INC.

Subsidiary

Date
‎Entered
‎into

Derivative
‎Financial
‎Counter-
‎party

Derivative
‎Financial
‎Instruments

Initial
‎US$
‎Notional
‎Amount

Bank
‎US$
‎loan 
‎Held
‎with

Floating Leg
‎(swap
‎counter-party)

Fixed Rate
‎for PSMT
‎Subsidiary

Settlement
‎Dates

Effective
‎Period of swap

Colombia

17-Nov-21

Citibank, N.A. ("Citi")

Cross currency interest rate swap

$

10,000,000

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

3-Dec-19

Citibank, N.A. ("Citi")

Cross currency interest rate swap

$

7,875,000

Citibank, N.A.

Variable rate 3-month Libor plus 2.45%

7.87

%

3rd day of each December, March, June, and September, beginning on March 3, 2020

December 3, 2019 -
‎December 3, 2024

Colombia

27-Nov-19

Citibank, N.A. ("Citi")

Cross currency interest rate swap

$

25,000,000

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

Colombia

24-Sep-19

Citibank, N.A. ("Citi")

Cross currency interest rate swap

$

12,500,000

PriceSmart, Inc.

Variable rate 3-month Libor plus 2.50%

7.09

%

24th day of each December, March, June and September beginning December 24, 2019

September 24, 2019 -
‎September 26, 2022

Panama

25-Jun-18

Bank of Nova Scotia ("Scotiabank")

Interest rate swap

$

14,625,000

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

Honduras

26-Feb-18

Citibank, N.A. ("Citi")

Cross currency interest rate swap

$

13,500,000

Citibank, N.A.

Variable rate 3-month Libor plus 3.00%

9.75

%

29th day of May, August, November and February beginning May 29, 2018

February 26, 2018 -
‎February 24, 2024

PriceSmart, Inc

7-Nov-16

MUFG Union Bank, N.A. ("Union Bank")

Interest rate swap

$

35,700,000

Union Bank

Variable rate 1-month Libor plus 1.7%

3.65

%

1st day of each month beginning on April 1, 2017

March 1, 2017 -
‎March 1, 2027

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

For the three and six months ended February 28, 20222023 and February 28, 2021,2022, 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
expense on
borrowings(1)
Cost of
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 

Income Statement Classification

Interest
‎expense on
‎borrowings(1)

Cost of
‎swaps (2)

Total

Interest expense for the three months ended February 28, 2022

$

544

$

908

$

1,452

Interest expense for the three months ended February 28, 2021

$

676

$

953

$

1,629

Interest expense for the six months ended February 28, 2022

$

1,101

$

1,757

$

2,858

Interest expense for the six months ended February 28, 2021

$

1,360

$

1,878

$

3,238

(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.

27

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

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

February 28,

August 31,

 Notional Amount as of

Floating Rate Payer (Swap Counterparty)

2022

2021

Floating Rate Payer (Swap Counterparty)February 28,
2023		August 31,
2022

Union Bank

$

31,981

$

32,619

Union Bank$30,706 $31,344 

Citibank N.A.

58,692

51,032

Citibank N.A.57,263 66,353 

Scotiabank

9,375

10,125

Scotiabank7,875 8,625 

Total

$

100,048

$

93,776

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, 2023August 31, 2022
Derivatives designated as cash flow hedging instrumentsBalance Sheet
Classification		Fair
Value		Net Tax
Effect		Net
OCI		Fair
Value		Net Tax
Effect		Net
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 
28
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PRICESMART, INC.

February 28, 2022

August 31, 2021

Derivatives designated as cash flow hedging instruments

Balance Sheet
‎Classification

Fair
‎Value

Net Tax
‎Effect

Net
‎OCI

Fair
‎Value

Net Tax
‎Effect

Net
‎OCI

Cross-currency interest rate swaps

Other non-current assets

$

4,583

$

(1,378)

$

3,205

$

2,464

$

(741)

$

1,723

Cross-currency interest rate swaps

Other current assets

1,566

(472)

1,094

—

—

—

Interest rate swaps

Other long-term liabilities

(616)

146

(470)

(2,305)

535

(1,770)

Cross-currency interest rate swaps

Other long-term liabilities

(342)

103

(239)

(705)

212

(493)

Net fair value of derivatives designated as hedging instruments

$

5,191

$

(1,601)

$

3,590

$

(546)

$

6

$

(540)

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
(Counterparty)

Subsidiary

Dates
Entered into (Range)
‎entered into

Financial
‎Derivative Financial
Instrument
‎(Counterparty)

DerivativeTotal Notional
‎FinancialAmounts
‎Instrument

Notional
‎Amount
‎(in thousands)

Settlement
 Dates (Range)
‎Date

Effective Period
‎of Forward

Colombia

4-Feb-22

Scotiabank Colpatria, S.A.

Colombia

11-Jan-2023 - 17-Feb-2023Forward foreign
‎‎exchange contracts (USD)

$

3,500 5,000

3-Aug-22

February 4, 202217-Apr-2023 - August 3, 202214-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-2023Forward 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, 20222023 and February 28, 2021.

2022.

28

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

NOTE 9 – SEGMENTS

The Company and its subsidiaries are principally engaged in the international operation of membership shopping in 4950 warehouse clubs located in 12 countries and 1one U.S. territory that are located in Central America, the Caribbean and Colombia.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 and the Company's chief operating decision maker 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 the Company's chief operating decision maker.management. When the Company does so, the previous period amounts and balances are reclassified to conform to the current period's presentation.

29

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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
States
Operations		Central
American
Operations
Caribbean
Operations(1)
Colombia Operations
Reconciling
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 revenues365,177 6,801 1,137 1,175 (374,290)— 
Depreciation, Property and equipment1,478 8,925 4,792 2,299 — 17,494 
Amortization, Intangibles381 — — — — 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, net3,338 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 revenues772,817 13,383 2,651 1,880 (790,731)— 
Depreciation, Property and equipment2,856 17,724 9,423 4,675 — 34,678 
Amortization, Intangibles765 — — — — 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 
Goodwill8,981 24,149 10,055 — — 43,185 
Total assets221,076 959,064 474,637 231,395 — 1,886,172 
Capital expenditures, net8,829 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 revenues372,536 5,030 1,333 779 (379,678)— 
Depreciation, Property and equipment1,541 8,598 4,023 2,556 — 16,718 
Amortization, Intangibles380 — — — — 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, net1,298 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 revenues786,879 10,028 2,777 1,601 (801,285)— 
Depreciation, Property and equipment2,006 16,898 8,041 4,920 — 31,865 
Amortization, Intangibles836 — — — — 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 
Goodwill8,982 24,309 10,043 — — 43,334 
Total assets191,677 860,718 463,236 257,699 — 1,773,330 
Capital expenditures, net3,207 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 
Goodwill8,981 24,250 10,072 — — 43,303 
Investment in unconsolidated affiliates— 10,534 — — — 10,534 
Total assets230,411 867,898 474,411 235,680 — 1,808,400 

United
‎States
‎Operations

Central
‎American
‎Operations

Caribbean
‎Operations(1)

Colombia Operations

Reconciling
‎Items(2)

Total

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)

74,001 

497,585 

212,418 

176,911 

—

960,915 

Intangibles, net

1,542 

—

—

—

—

1,542 

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 

Three Months Ended February 28, 2021

Revenue from external customers

$

22,768 

$

541,000 

$

260,169 

$

113,632 

$

$

937,569 

Intersegment revenues

296,255 

3,801 

1,124 

850 

(302,030)

—

Depreciation, Property and equipment

1,784 

7,683 

3,858 

2,362 

—

15,687 

Amortization, Intangibles

593 

—

—

—

—

593 

Operating income (loss)

2,028 

40,362 

20,766 

6,439 

(24,616)

44,979 

Net income (loss) attributable to PriceSmart, Inc.

(1,545)

32,309 

17,480 

4,699 

(24,707)

28,236 

Capital expenditures, net

1,500 

14,066 

5,804 

7,007 

28,377 

Six Months Ended February 28, 2021

Revenue from external customers

$

46,385 

$

1,035,692 

$

518,685 

$

214,239 

$

—

$

1,815,001 

Intersegment revenues

646,358 

8,537 

2,270 

1,979 

(659,144)

—

Depreciation, Property and equipment

3,449 

15,377 

7,650 

4,097 

—

30,573 

Amortization, Intangibles

1,192 

—

—

—

—

1,192 

Operating income (loss)

7,771 

74,807 

42,359 

12,004 

(47,431)

89,510 

Net income (loss) attributable to PriceSmart, Inc.

(1,917)

61,547 

34,650 

9,295 

(47,602)

55,973 

Long-lived assets (other than deferred tax assets)

80,449 

483,729 

181,815 

162,641 

—

908,634 

Intangibles, net

8,974 

—

—

—

—

8,974 

Goodwill

10,695 

24,389 

10,073 

—

—

45,157 

Total assets

201,726 

770,899 

430,327 

227,884 

—

1,630,836 

Capital expenditures, net

2,718 

21,610 

8,262 

15,546 

—

48,136 

As of August 31, 2021

Long-lived assets (other than deferred tax assets)

$

79,404 

$

490,099 

$

197,030 

$

164,970 

$

—

$

931,503 

Intangibles, net

7,762 

—

—

—

—

7,762 

Goodwill

10,695 

24,332 

10,068 

—

—

45,095 

Total assets

246,896 

795,940 

434,428 

228,526 

—

1,705,790 

(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.

30

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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, 20222023 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.

Real Estate Transactions

In

On March 2022,10, 2023, the Company acquiredexecuted a lease agreement for land in Escuintla, Guatemala for approximately $7.0 million in Medellín, Colombia to openthe purpose of constructing a new warehouse club. Construction has commenced and the club, is anticipatedwhich it expects to open in the summerfall of 2023. ItThe lease agreement will beresult in the secondrecognition 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 Medellín and the tenth in Colombia.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 "we""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: adverse changesto, the risks detailed in economic conditions in our markets, natural disasters, compliance risks, volatility in currency exchange rates and illiquidity of certain local currencies in our markets, competition, consumer and small business spending patterns, political instability, increased costs associated with the integration of online commerce with our traditional business, whether the Company can successfully execute strategic initiatives, cybersecurity breaches that could cause disruptions in our systems or jeopardize the security of Member or business information, cost increases from product and service providers, interruption of supply chains, novel coronavirus (COVID-19) related factors and challenges, including among others, the duration of the pandemic, the unknown long-term economic impact, the impact of government policies and restrictions that have limited access for our Members, and shifts in demand away from discretionary or higher priced products to lower priced products, exposure to product liability claims and product recalls, recoverability of moneys owed to PriceSmart from governments, and other important factors discussedthis Quarterly Report under the captions “Itemheading “Part II. Item 1A. Risk Factors” and “Itemin 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, 20212022 filed with the United States Securities and Exchange Commission (“SEC”) on October 21, 2021.31, 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

PriceSmart exists

The mission of our business is to improve the lives and businesses of our Members, our employees and Members, provide socially responsible support to the communities in which we operate our communities by reliablybusiness and consistently providingdeliver 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 goods and valuable servicesmerchandise at the lowest possible prices.prices by leveraging volume purchasing and eliminating inefficiencies from the distribution network.

PriceSmart began operationsopened its first location in 1996Panama City, Panama in San Diego, California,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 millionmembership 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 intentprice 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 bring our U.S. style membership shoppingspend money on advertising.

As is typical of all warehouse club conceptbusinesses, PriceSmart stocks a limited number of stock keeping units (SKU’s). Our SKU count is less than 3,000 items, compared to emerging and developing countries.a grocery store that might stock 30,000 SKU’s or a hypermarket that might stock over 100,000 SKU’s. We currently operate 49 warehouse clubs in Central America, the Caribbean and Colombia. In all 13 markets, our Members are able to engage with us on social media and shop on our e-commerce platform, PriceSmart.com.

Member experience is our top priority. We rigorously limitbelieve limiting the number of SKU’s in ordercontributes to drive volume and leverage purchasing power for the benefitefficiencies at all levels of our business, thereby supporting lower prices for our Members. Our curated


PriceSmart also offers an extensive selection offers a combination of specialty items that are imported and/or unique to our markets, locally and regionally-sourced goods, essential goods, direct-from-farm fresh produce andits own private label consumer products under the brand “Member’s Selection®“Member’s Selection®”. Our The Member’s Selection® offering allows usSelection® brand provides our Members with high quality private label merchandise at prices lower than the comparable national brands. Similar to maintain key quality items at lower prices and provides the opportunity to reduce supply chain risks. We also offer prepared foods and fresh-baked goods. Most merchandise is available for online ordering through PriceSmart.com and for delivery or contactless curbside pickup through our Click & Go™ service. We also offer well-being services such as Optical, Pharmacy and Audiology. Ourother warehouse clubs, typically featurePriceSmart has food courts at all locations with the traditional selection of hot dogs and tire centerspizza, along with other items. Unique to many of our PriceSmart clubs are our coffee bars selling coffee and services. We are also a significant provider of goods to small businessescoffee specialties, with coffee sourced from the coffee growing regions in our markets that benefit from larger pack sizes and low pricing. We strive to continually enhance the valuemarkets. PriceSmart also offers an extensive line of bakery products, which are produced by our membership such that the valuebakeries.

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Table of the goods and services purchased and received by the Member far exceeds the cost of the membership.Contents

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-populateddensely 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 haveoperate 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.

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Data is one of our most valuable resources, and technology allows us to extract valuable membership and other information to enhance Member experience and benefits as well as plan for the future. 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 revisecontinually review and upgrade our logistics and distribution systems in an attempt to continually 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. OwnershipWe 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.

Our warehouse clubs currently operate in emerging markets that historically have had higher growth rates and lower warehouse club market penetration than the U.S. market. In locations where we operate, we

We do not currently face direct competition from U.S. membership warehouse club operators.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:

Number of

Number of

Warehouse Clubs

Warehouse Clubs

in Operation as of

in Operation as of

Country/Territory

February 28, 2022

February 28, 2021

Country/TerritoryNumber of
Warehouse Clubs
in Operation as of February 28, 2022		Number of
Warehouse Clubs
in Operation as of February 28, 2023		Anticipated Warehouse Club Openings in Calendar Year 2023Anticipated Warehouse Club Openings in Calendar Year 2024

Colombia

9

8

Colombia991—

Costa Rica

8

8

Costa Rica88——

Panama

7

7

Panama77——

Dominican Republic

5

5

Dominican Republic55——

Guatemala

5

4

Guatemala551—

Trinidad

4

4

Trinidad44——

Honduras

3

3

Honduras33——

El Salvador

2

2

El Salvador2211

Nicaragua

2

2

Nicaragua22——
JamaicaJamaica12——

Aruba

1

1

Aruba11——

Barbados

1

1

Barbados11——

U.S. Virgin Islands

1

1

U.S. Virgin Islands11——

Jamaica

1

1

Totals

49

47

Totals495031

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 standard format warehouse club located withinin the cityaffluent El Poblado area of Portmore, Jamaica. Portmore is a suburb west of the capital city of Kingston.Medellín, Colombia. We expect to open this warehouse club, which will be our second warehouse club in Jamaica, in April 2022. In addition, we are constructing a smaller format warehouse club in the affluent El Poblado area of Medellín, Colombia and expect to open it in the summer of 2023. It will be our second club in Medellín and the Company’s tenth warehouse club in Colombia.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 twofour new clubs are open, we will operate at least 5154 warehouse clubs, depending on the timing of the development and construction of other warehouse club projects in our pipeline.

clubs.


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

Factors Affecting Our Business

COVID-19 Pandemic

The COVID-19 pandemic continues to present challenges to our business. COVID-related and other supply and logistics constraints have continued to adversely affect some merchandise categories and are expected to do so for the foreseeable future. The pandemic continues to remain unpredictable in duration and intensity, and we could see periodic reinstatements of stay-at-home orders and other restrictions should infections increase significantly. In addition, we are seeing adverse impacts on our suppliers in the Far East and at various ports, causing delays and changes in transportation schedules. We expect continued uncertainty in the supply-chain and economies of our markets as a result of the pandemic and anticipate volatility in employment trends, industry and consumer confidence and demand; shifts in consumer demands; volatility and liquidity of foreign currency exchange rates; volatility of commodity prices; and possible fiscal austerity measures taken by governments in our markets, which will likely impact our results for the foreseeable future. For additional information, refer to the risk factors discussed in Part I. “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended August 31, 2021.

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. GlobalUncertain economic conditions and local travel restrictions and a general slow-downslowdown in global economic activity as a result of COVID-19 have significantly impactedgrowth and investment may continue to impact the economies in several of our markets, and could causecausing significant declines in GDP and employment and devaluations of local currencies against the U.S. dollar.
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During the last halfsecond quarter of fiscal year 20212023, inflation in all of our markets and continuing into fiscal 2022, we saw several factors pressuring supply chains, including raw material shortages, limited manufacturer capacity, factory labor shortages, container shortages, port delays,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 truck and driver shortages. These disruptions and shortagescould 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 timingcomplexity of deliveriesmanaging our inventory flow and are leading to higherbusiness; however, during the first six months of fiscal year 2023, we saw a general improvement in transit days and a reduction in freight costs. Despite all these issues, we continued to see strong sales during the quarter.rates of our shipping containers. We are working to hold down and/or mitigate the price increases passed on to theour Members while maintaining sufficientthe right inventory mix to grow sales. OneOne key mitigating factor has been our expanded network of distribution centers, which has facilitated alternative routings of shipments,shipping routes, increased throughput, and provided flexibility to mitigate our supply-chain challenges and risks more effectively mitigate these challenges. In addition, we have made strategic investments in inventory and worked with our local vendors to source alternative products in order to reduce future out-of-stocks on high demand items that have been impacted by these disruptions or that have been affected by electronic part shortages. We expect pandemic-related conditions to continue throughout fiscal 2022.effectively.

Currency fluctuationsfluctuation 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 2021, approximately 77.9% and 78.3%, respectively, of our net merchandise sales were in currencies other than the U.S. dollar. Of those sales, 48.7%48.9% and 48.8%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 intoto 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 in an effort 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.

Political and other factors in each

We continue to face the risk of our marketspolitical instability which may have significant effects on our business. For example, the 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

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economic activity during the third quarter of fiscal year 2021. Austerity and tax reform measures for Colombia and other Latin American countries with high national debt levels and income disparity pose a risk for political instability. Similar unrest happened in Nicaragua and Honduras experienced anti-government protests in 2018 and 2019, respectively;2019; Costa Rica also had a general strike against tax reform measures that significantly impeded regular economic activity in 2018. Events of this sort have, and may continue to have, an adverse effect on our business.

Our operations are subject to volatile weather conditions and natural disasters.disasters. In November 2020, Hurricanes Eta and Iota brought severe rainfall, winds, and flooding to a significant portion of Central America, especially Honduras, thatwhich 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, thesesimilar 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. DuringFor instance, during fiscal year 2021, we experienced significant limitations on our ability to convert Trinidad dollars to U.S. dollars or other tradeable currencies.

As Our balance as of February 28, 2022, our Trinidad subsidiary had2023 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars of approximately $35.5was $14.7 million, a decrease of $17.4 million from August 31, 2021 when these same balances were approximately $52.9 million and a decrease of $65.0$85.8 million from the peak of $100.5 million as of November 30, 2020. TheHowever, as the Trinidad central bank strictly manages the exchange rate of the Trinidad dollar with the U.S. dollar. Whiledollar and affects the Trinidad government has publicly stated it has no intention to devalue the Trinidad dollar, it couldlevel of U.S. Dollar liquidity in the future decidemarket through its interventions, we are subject to devalue the currency to improve market liquidity, resulting in a devaluation in the U.S. dollar value of these cash and investments balances.

In March 2022 the International Monetary Fund updated prior calculations and estimated that the Trinidad dollar was over-valued between approximately 11.6% and 20.4%. If, for example, a hypothetical 20% devaluation of the Trinidad dollar were to occur, the value of our Trinidad dollar cash and investments position, measured in U.S. dollars, would decrease by approximately $7.1 million, with a corresponding increase in Accumulated other comprehensive loss reflected on our consolidated balance sheet. Separate from the Trinidad dollar denominated cash and investments balances described above, as of February 28, 2022, we had a U.S. dollar denominated monetary asset position of approximately $58.7 million in Trinidad (net of U.S. dollar denominated liabilities), which would produce a gain from a potential devaluation of Trinidad dollars. If, for example, a hypothetical 20% devaluation of the Trinidad dollar occurred, the net effect on Other income (expense), net on our consolidated statement of operations of revaluing these U.S. dollar denominated net monetary assets would be an approximate $11.7 million gain. While we may pay premiums or enter into financial transactions at a discount from the official government rate to convert our Trinidad dollars into U.S. dollars, we use the official exchange rate published by the Central Bank of Trinidad and Tobago to measure the U.S. dollar equivalent of Trinidad dollar-based revenues, expenses, assets and liabilities and the Trinidad dollar equivalent of U.S. dollar-based monetary assets and liabilities for financial reporting purposes, as there are no other reliable references available to translate or remeasure our revenues, expenses, assets and liabilities.

While our balance of Trinidad dollars has been reduced significantly so far in fiscal 2022, we have not yet converted all of our Trinidad dollars into U.S. dollars. In response to these liquiditycontinued challenges in Trinidad, we have been taking multiple actions, including but not limited to: raising sales prices on imported goods in Trinidad due to increased costs of conversion ofconverting our Trinidad dollars to U.S. dollars, and risks associated with continued illiquidity, shiftingas well as being exposed to local sourcesthe risk of goods where appropriate, and financing structures such as the loan executed in December 2021 whereby we received $25 million in U.S. dollars and will repay the balance in Trinidad dollars (using a conversion rate fixed upon initial disbursement) over the four-year lifepotential devaluation of the loan. Additionally, we significantly limited shipments of goods from the U.S. to Trinidad during most of fiscal 2021 due to the illiquidity of the Trinidad dollar and further reduced our shipments in the last quarter of fiscal 2021 because of the government imposed restrictions on sales of non-essential items during that period driven by the pandemic. Although most local restrictions have been lifted and liquidity of the Trinidad dollar has improved in fiscal 2022, we continue to manage to a target level of imports in Trinidad. So far in fiscal 2022, these self-imposed import limitations have been generally in line with the needs of the market from a demand perspective.

currency.


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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-qualityhigh quality merchandise sourced from around the world and valuable services at compelling prices in safe U.S.-styleU.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 the opportunityopportunities for growth.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 their businesses and their communities,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 to increase ourin technological capabilities, we are increasing our tools to drive sales and operational efficiencies. We believe we are well-positionedwell 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:

I.• Expand Real Estate –Invest in Remodeling Current PriceSmart Clubs, Adding New clubsPriceSmart Locations and distribution facilitiesOpening More Distribution Centers

II.•IncreaseMembership Value

III.•Drive Incremental Sales via PriceSmart.com and enhanced online, digitalEnhanced Online, Digital and technological capabilitiesTechnological Capabilities

I.Expand Real EstateInvest in Remodeling Current PriceSmart Clubs, Adding New PriceSmart Locations and Opening More Distribution Centers. - NewWe 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 and distribution facilities.in San Salvador, El Salvador. We continue to actively seek opportunities to expand our geographic footprint for brick-and-mortar warehouse clubs. We plan to open apursue warehouse club growth opportunities in Jamaica in April 2022 and another club in Medellín, Colombia in the summer of 2023. We intend to continue, and even accelerate, our current pace of club growth over the next three to five yearsmarkets and to continue to explore and evaluateassess opportunities in new markets. Our growth strategy, as it pertainsCurrently our pipeline of new clubs includes plans to real estate, includes physical distribution centersopen 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 various types to support the flow of merchandise from the supplier to the Member, be it sales generated from the clubs or through PriceSmart.com. Also, the need for optionality in today’s world has proven essential. Therefore,calendar year 2023. Additionally, we plan to make appropriate investmentsopen 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 networkcenter, 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 maximize efficiencies, minimize supply chain disruption,support PriceSmart.com online sales to both our business and to provide optimal support for a growing e-commerce business. our family Members. In addition to ourmajor distribution centercenters, PriceSmart has been investing in Miami, Florida,what we also operate a regional distribution center in Costa Rica and are actively considering others. During fiscal 2022 we doubled our network ofcall Produce Distribution Centers, which enable us to purchase, process and package produce directly from two to four and are currently developing plansfarms both in our markets, as well as for two more. In some cases, these facilities also provide the opportunity to capture efficiencies by centralizing certain production activities, such as bakery, meat processing, packaging and labeling.imported produce.

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II.Increase Membership Value.Value. ByWe are seeking to attract more Members and retain our current Members by expanding the benefits of being a Member of PriceSmart whether through sales, services, and/or convenience, we expect the value proposition to help build a larger membership base.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, memberMember renewal rates and spend per Member as part of how we determinedetermining 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; Click & Go™ curbside 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 memberMember 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.

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Another way we enhance Membership value is through our private label offering, “Member’s Selection®Selection®,” a brand whichthat is available only to PriceSmart Members. We believe the Member’s Selection®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 developing industryenhancing 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 2022,2023, our private label sales represented 23.5%25.9% of total merchandise sales, up from 21.5%23.5% for fiscal year 2021,2022, and we plan to continue to invest in the development of additional private label products under the “Member’s Selection®Selection®” brand.

III.Drive Incremental sales via PriceSmart.com and Enhanced Online, Digital and Technological Capabilities. and digital, enhanced online and technological capabilities. Members continue to seek allWe recognize the great value our distinct business model provides in terms of quality, pricing and an exciting experience. However, there is a growing expectation of consumers in our markets for convenience. WeAs a result, we continue to build capabilitiesimprove the functionality of PriceSmart.com and to expand our product offerings on PriceSmart.com.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. Using data analytics, we have been able to provide our Members with enhancements to the membership experience. 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.

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Financial highlights for the second quarter of fiscal year 20222023 included:

•Total revenues increased 10.8%10.0% over the comparable prior year period.

•Net merchandise sales increased 12.6%10.3% over the comparable prior year period to $1.0 billion.period. We ended the quarter with 4950 warehouse clubs compared to 4749 warehouse clubs at the end of the second quarter of fiscal 2021.year 2022. Foreign currency exchange rate fluctuations impacted net merchandise sales negatively by 3.0%0.2% versus the comparablesame three-month period.period in the prior year.

•Comparable net merchandise sales (that is, sales in the 4749 warehouse clubs that have been open for greater than 13 ½

calendar months) for the 13 weeks ended February 27, 2022March 5, 2023 increased 10.3%8.5%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales negatively by 2.7%0.2%.

•Membership income for the second quarter of fiscal 2022year 2023 increased 9.2%7.3% to $15.1 million.$16.2 million over the comparable prior year period.

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 10.4%12.8% over the prior-year period, and merchandise gross profits as a percent of net merchandise sales were 15.6%16.0%, a decreasean increase of 40 basis points (0.4%)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 2022year 2023 was $48.3$53.8 million, an increase of 7.4%11.3%, or $3.3$5.5 million, compared to the second quarter of fiscal 2021.year 2022.

•We recorded a $1.8$5.3 million net currency loss in other income (expense), net primarily from currency transactions in the second quarter of fiscal 2022year 2023 compared to a $0.2$0.8 million net currency loss primarily from currency transactions in the same period last year.

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•Our effective tax rate decreasedincreased in the second quarter of fiscal 2022year 2023 to 31.0%34.0% from 33.9%31.0% in the second quarter of fiscal 2021,year 2022. The increase in the effective tax rate is primarily related to changes in uncertain tax positions.separation costs associated with the departure of our former Chief Executive Officer.

•Net income attributable to PriceSmart for the second quarter of fiscal 2022year 2023 was $31.5$31.3 million, or $1.03$1.02 per diluted share, compared to $28.2$31.5 million, or $0.92$1.03 per diluted share, in the second quarter of fiscal 2021.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, 20222023 included:

•Total revenues increased 11.0%9.1% over the comparable prior year period.

•Net merchandise sales increased 12.6%9.5% over the comparable prior year period to $2.0 billion.period. We ended the first halfsix months of fiscal 20222023 with 4950 warehouse clubs compared to 4749 warehouse clubs at the end of the second quarter of fiscal 2021.2022. Foreign currency exchange rate fluctuations impacted net merchandise sales negatively by 2.0%1.2% versus the comparable six-month period.

•Comparable net merchandise sales (that is, sales in the 4749 warehouse clubs that have been open for greater than 13 ½

calendar months) for the 26 weeks ended February 27, 2022March 5, 2023 increased 9.9%6.8%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales negatively by 1.8%1.1%.

•Membership income increased 10.2%7.4% to $29.9$32.1 million.

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 11.2%11.6% over the prior-year period, and merchandise gross profits as a percent of net merchandise sales were 15.8%16.1%, a decreasean increase of 2030 basis points (0.2%)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 $94.3$109.3 million, an increase of 5.4%15.9%, or $4.8$15.0 million, compared to the first six months of fiscal 2021.2022.

•We recorded a $3.6$9.9 million net currency loss in other income (expense) primarily from currency transactions in the in the current six-month period compared to a $1.7$0.6 million net currency lossgain primarily from the disposal of Aeropost in the same period last year.

•Our effective tax rate decreasedincreased for the first six months of fiscal 2022year 2023 to 32.6%33.7% from 33.4%32.6% in the first six months of fiscal 2021,2022, primarily related to changes in uncertain tax positions.separation costs associated with the departure of our former Chief Executive Officer.

•Net income attributable to PriceSmart for the first six months of fiscal 2022year 2023 was $62.0$64.3 million, or $2.01$2.07 per diluted share, compared to $56.0$62.0 million, or $1.82$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 EndedSix Months Ended
February 28,
2023		February 28,
2022		February 28,
2023		February 28,
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 FebruaryTHREE AND SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022 and 2021

The following discussion and analysis compares the results of operations for the three-month and six-month periods ended on February 28, 20222023 with the three-month and six month-periods ended on February 28, 20212022 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.

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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, 20222023 and February 28, 2021.2022:
Three Months Ended
February 28, 2023February 28, 2022
Amount% of net
sales		Increase/ (Decrease) from prior yearChangeAmount% of net
sales
Central America$681,667 61.1 %$78,630 13.0 %$603,03759.6 %
Caribbean327,754 29.4 38,323 13.2 289,43128.6 
Colombia106,578 9.5 (12,850)(10.8)119,42811.8 
Net merchandise sales$1,115,999 100.0 %$104,103 10.3 %$1,011,896100.0 %
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Three Months Ended

Six Months Ended

February 28, 2022

February 28, 2021

February 28, 2023February 28, 2022

Amount

% of net
‎sales

Increase

from

prior year

Change

Amount

% of net
‎sales

Amount% of net
sales		Increase/ (Decrease) from prior yearChangeAmount% of net
sales

Central America

$

603,037

59.6

%

$

72,204

13.6

%

$

530,833

59.1

%

Central America$1,298,719 60.6 %$135,086 11.6 %$1,163,63359.5 %

Caribbean

289,431

28.6

33,303

13.0

256,128

28.5

Caribbean630,618 29.5 72,854 13.1 557,76428.5 

Colombia

119,428

11.8

7,985

7.2

111,443

12.4

Colombia212,125 9.9 (22,417)(9.6)234,54212.0 

Net merchandise sales

$

1,011,896

100.0

%

$

113,492

12.6

%

$

898,404

100.0

%

Net merchandise sales$2,141,462 100.0 %$185,523 9.5 %$1,955,939100.0 %

Six Months Ended

February 28, 2022

February 28, 2021

Amount

% of net
‎sales

Increase
‎from
‎prior year

Change

Amount

% of net
‎sales

Central America

$

1,163,633

59.5

%

$

147,760

14.5

%

$

1,015,873

58.5

%

Caribbean

557,764

28.5

47,030

9.2

510,734

29.4

Colombia

234,542

12.0

24,376

11.6

210,166

12.1

Net merchandise sales

$

1,955,939

100.0

%

$

219,166

12.6

%

$

1,736,773

100.0

%

Comparison of Three and Six Months Ended February 28, 20222023 and 2021

2022

Overall, total net merchandise sales grew 12.6%10.3% for the second quarter and 9.5% for the six-month period ended February 28, 2022.2023. The second quarter increase resulted from an 11.7%a 3.8% increase in transactions and a 0.9%6.2% increase in average ticket. For the six-month period, the increase resulted from an 11.5%a 3.4% increase in transactions and a 1.0%5.9% increase in average ticket. Transactions represent the total number of visits our Members make to our warehouse clubs and Click & Go™PriceSmart.com curbside pickup and delivery service transactions. Average ticket represents the amount our Members spend on each visit or Click & Go™PriceSmart.com order. We had 4950 clubs in operation as of February 28, 20222023 compared to 4749 clubs as of February 28, 2021.2022.

Net merchandise sales in our Central America segment increased 13.6%13.0% and 14.5%11.6% for the second quarter and six-months ended February 28, 2022,2023, respectively. These increases had an 800a 780 basis point (8.0%(7.8%) and 850690 basis point (8.5%(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, 2022. We added one new club to the segment when compared to the comparable prior-year periods. We opened our fifth club in Guatemala in October 2021.

2023.

Net merchandise sales in our Caribbean segment increased 13.0%13.2% and 9.2%13.1%, respectively, for the second quarter and the six-months ended February 28, 2022.2023. The increase for the quarter had a 370380 basis point (3.7%(3.8%) positive impact on net merchandise sales growth and the increase for the six-months had a 270370 basis point (2.7%(3.7%) positive impact on net merchandise sales growth. Our Dominican Republic market continued its strong performanceAll of our markets in the quarter with 17.8%this segment had positive net merchandise sales growth. Our Aruba and Trinidad markets also showed strong performance this quarter with 12.9% and 12.4% growth, respectively. Sales for Trinidad in the fiscal second quarter of 2021 were impacted by reductions in imported merchandise dueWe added one new club to the U.S. dollar liquidity challenges, which was more normalizedsegment when compared to the comparable prior-year period. We opened our second warehouse club in the second quarter of fiscalJamaica in April 2022. Refer to “Management’s Discussion & Analysis – Factors Affecting Our Business” for more information regarding the impact on us of the illiquidity of the Trinidad dollar.

Net merchandise sales in our Colombia segment increased 7.2%decreased 10.8% and 11.6%9.6% for the second quarter and the six-months ended February 28, 2022,2023, respectively. This increasedecrease had a 90130 basis point (0.9%(1.3%) and 140110 basis point (1.4%(1.1%) positivenegative impact on total net merchandise sales growth. The primary driver of the increaseddecreased revenue for the quarter was the addition of one clubdue to the segment when compared tosignificant devaluation of the comparable priorColombian peso during the current fiscal year, period. We opened our ninth clubwhich has negatively impacted sales in Colombia in November 2021.

the second quarter of fiscal year 2023.

39

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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, 2022.2023. 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

Three months ended

February 28, 2022

Currency Exchange Rate Fluctuations for the
Three months Ended
February 28, 2023

Amount

% change

Amount% change

Central America

$

(9,507)

(1.8)

%

Central America$16,245 2.6 %

Caribbean

(946)

(0.4)

Caribbean2,952 1.0 

Colombia

(15,879)

(14.2)

Colombia(21,513)(18.1)

Net merchandise sales

$

(26,332)

(3.0)

%

Net merchandise sales$(2,316)(0.2)%

Currency exchange rate fluctuations for the

Six Months Ended

February 28, 2022

Currency Exchange Rate Fluctuations for the
Six Months Ended
February 28, 2023

Amount

% change

Amount% change

Central America

$

(16,150)

(1.6)

%

Central America$13,933 1.2 %

Caribbean

(73)

—

Caribbean7,615 1.4 

Colombia

(18,527)

(8.8)

Colombia(45,082)(19.3)

Net merchandise sales

$

(34,750)

(2.0)

%

Net merchandise sales$(23,534)(1.2)%

Overall, the effects of currency fluctuations within our markets had approximately $26.3$2.3 million and $34.8$23.5 million, or 30020 basis point (3.0%(0.2%) and 200120 basis points (2.0%(1.2%), negative impact on net merchandise sales for the quarter and six-months ended February 28, 2022,2023, respectively.

Currency fluctuations had a $9.5$16.2 million and $16.2$13.9 million, or 180260 basis point (1.8%(2.6%) and 160120 basis point (1.6%(1.2%), negativepositive impact on net merchandise sales in our Central America segment for the quarter and six-months ended February 28, 2022.2023. These currency fluctuations contributed approximately 110140 basis points (1.1%(1.4%) and 9070 basis points (0.9%(0.7%) of the total negativepositive impact on net merchandise sales for the current period.quarter and six-months ended February 28, 2023. The Costa Rica Colón depreciatedappreciated 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 unfavorablefavorable currency fluctuations in this segment.

Currency fluctuations had a $0.9$3.0 million and $0.1$7.6 million, or 40100 basis point (0.4%(1.0%) and negligible, negative140 basis point (1.4%), positive impact on net merchandise sales in our Caribbean segment for the quarter and six-months ended February 28, 2022.2023. These currency fluctuations contributed approximately 1030 basis points (0.1%(0.3%) and no negative40 basis points (0.4%) of positive impact on total net merchandise sales, respectively. This negativepositive impact was primarily driven by the devaluationappreciation of the Jamaican dollarDominican Peso as compared to the same three-month and six-month period a year ago and was partially offset by the Dominican Republic, which experienced significant currency appreciation when compared to the same period last year.

ago.

Currency fluctuations had a $15.9$21.5 million and $18.5$45.1 million, or 1,4201,810 basis point (14.2%(18.1%) and 8801,930 basis point (8.8%(19.3%), negative impact on net merchandise sales in our Colombia segment for the quarter and six-months ended February 28, 2022.2023. These currency fluctuations contributed approximately 180190 basis points (1.8%(1.9%) and 110230 basis points (1.1%(2.3%) of the total negative impact on total net merchandise sales for the quarter and six-months ended February 28, 2022.2023.
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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

40

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for the current period were compared with its results for the prior period. As a result, sales related to twoone of our warehouse clubs opened during calendarfiscal year 20212022 will not be used in the calculation of comparable sales until they haveit has been open for at least 13 ½ months. Therefore, comparable net merchandise sales includes 4749 warehouse clubs for the thirteen and twenty-six weekthirteen-week period ended February 27, 2022.

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 and February 28, 2021 compared to the prior year.

year:

Thirteen Weeks Ended
March 5, 2023 February 27, 2022
% Increase/(Decrease)
in comparable
net merchandise sales		% Increase
in comparable
net merchandise sales
Central America13.1 %10.6 %
Caribbean6.9 13.1 
Colombia(10.6)1.7 
Consolidated comparable net merchandise sales8.5 %10.3 %

Twenty-Six Weeks Ended
March 5, 2023February 27, 2022
% Increase/(Decrease)
in comparable
net merchandise sales		% Increase/(Decrease)
in comparable
net merchandise sales
Central America10.6 %12.3 %
Caribbean6.8 9.1 
Colombia(11.9)(0.5)
Consolidated comparable net merchandise sales6.8 %9.9 %

Thirteen Weeks Ended

February 27, 2022

February 28, 2021

% Increase

in comparable

net merchandise sales

% Increase/(decrease)

in comparable

net merchandise sales

Central America

10.6

%

2.4

%

Caribbean

13.1

0.8

Colombia

1.7

(4.5)

Consolidated comparable net merchandise sales

10.3

%

1.1

%

Twenty-Six Weeks Ended

February 27, 2022

February 28, 2021

% Increase/(decrease)

in comparable

net merchandise sales

% Increase

in comparable

net merchandise sales

Central America

12.3

%

0.9

%

Caribbean

9.1

5.1

Colombia

(0.5)

1.7

Consolidated comparable net merchandise sales

9.9

%

2.3

%

Comparison of Thirteen and Twenty-Six-Week Periods Ended March 5, 2023 and February 27, 2022 and February 28, 2021

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 February 27, 2022March 5, 2023 increased 10.3%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 February 27, 2022March 5, 2023 increased 9.9%6.8%.

Comparable net merchandise sales in our Central America segment increased 10.6%13.1% and 12.3%10.6% for the thirteen-week and twenty-six week periods ended February 27, 2022,March 5, 2023, respectively. All of our markets in Central America except for Guatemala which is experiencing transfers from warehouse clubs included in the comparable net merchandise sales calculation to a new club not included in the calculation, had positive comparable net merchandise sales growth for the thirteen-week and this increasetwenty-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%) and 720 basis points (7.2%) of positive impact in total comparable merchandise sales for the thirteen-week and twenty-six week periods ended February 27, 2022,March 5, 2023, respectively.
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Table of Contents

Comparable net merchandise sales in our Caribbean segment increased 13.1%6.9% and 9.1%6.8% for the thirteen-week and twenty-six week periods ended February 27, 2022.March 5, 2023. These increases contributed approximately 380200 basis points (3.8%(2.0%) and 280190 basis points (2.8%(1.9%) of positive impact on total comparable merchandise sales for the thirteen-week and twenty-six week periods ended February 27, 2022,March 5, 2023, respectively.

Our Dominican Republic market continued its strong performance in the thirteen-week and twenty-six week periods ended February 27, 2022,March 5, 2023, with 18.0%15.1% and 17.4%17.1% comparable net merchandise sales growth, respectively. Our Aruba and Trinidad markets also showedThis strong performance with 14.1%was offset by our Jamaica market, which declined in comparable net merchandise sales by 5.0% and 12.6% comparable sales growth6.0% for Aruba,the thirteen-week and 12.6% and 2.7% comparable sales growth for Trinidad, respectively. Trinidad sales significantly improved versus the prior periodtwenty-six week periods ended March 5, 2023, respectively, due to a more normalized level of inventory associated with an improvementsales transfers from the existing club included in the liquidity ofcomparable net merchandise sales calculation to the Trinidad dollar duringnew club not included in the period. Refer to “Management’s Discussion & Analysis – Factors Affecting Our Business” for more discussion on the Trinidad dollar illiquidity situation.

calculation.

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Comparable net merchandise sales in our Colombia segment increased 1.7%decreased 10.6% and decreased 0.5%11.9% for the thirteen-week and twenty-six week periods ended February 27, 2022,March 5, 2023, respectively. This increase and decreaseThese decreases contributed approximately 20120 basis points (0.2%(1.2%) and 10140 basis points (0.1%(1.4%) of positive and negative impact in total comparable merchandise sales for the thirteen-week and twenty-six week periods ended February 27, 2022,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 and sales transfers from existing clubs included in the comparable net merchandise sales calculation to new clubs not included in the calculation.

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 February 27, 2022.

March 5, 2023:

Currency Exchange Rate Fluctuations for the Thirteen Weeks Ended March 5, 2023
Amount% change
Central America$16,846 2.8 %
Caribbean2,6670.9 
Colombia(21,292)(18.2)
Consolidated comparable net merchandise sales$(1,779)(0.2)%

Currency Exchange Rate Fluctuations for the Twenty-Six Weeks Ended
March 5, 2023
Amount
% change
Central America$15,305 1.3 %
Caribbean7,4451.4 
Colombia(44,055)(18.9)
Consolidated comparable net merchandise sales$(21,305)(1.1)%

Currency Exchange Rate Fluctuations for the

Thirteen Weeks Ended

February 27, 2022

Amount

% change

Central America

$

(9,882)

(1.9)

%

Caribbean

(790)

(0.3)

Colombia

(13,539)

(13.1)

Consolidated comparable net merchandise sales

$

(24,211)

(2.7)

%

Currency Exchange Rate Fluctuations for the

Twenty-Six Weeks Ended

February 27, 2022

Amount

% change

Central America

$

(16,683)

(1.6)

%

Caribbean

78

—

Colombia

(16,078)

(7.9)

Consolidated comparable net merchandise sales

$

(32,683)

(1.8)

%

Overall, the mix of currency fluctuations within our markets had an approximately $24.2$1.8 million and $32.7$21.3 million, or 27020 basis point (2.7%(0.2%) and 180110 basis point (1.8%(1.1%), negative impact on comparable net merchandise sales for the thirteen and twenty-six week periods ended February 27, 2022.

March 5, 2023.

Currency fluctuations within our Central America segment accounted for approximately 110190 basis points (1.1%(1.9%) and 9080 basis points (0.9%(0.8%) of negativepositive 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 devaluationappreciation when compared to the same periods last year.

Currency fluctuations within our Caribbean segment accounted for approximately 1030 basis points (0.1%(0.3%) and no negative40 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, marketand Trinidad markets all experienced currency devaluation, which was partially offset for the thirteen-week period and completely offset for the twenty-six week period by our Dominican Republic market, which experienced currency appreciation when compared to the same periods last year.appreciation.
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Table of Contents

Currency fluctuations within our Colombia segment accounted for approximately 150240 basis points (1.5%(2.4%) and 90230 basis points (0.9%(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.

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Membership Income

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

Three Months Ended

February 28,

February 28,

Three Months Ended

2022

2021

February 28, 2023February 28, 2022

Amount

Increase
‎from
‎prior year

% Change

Membership
‎ income % to
‎net merchandise
‎club sales

Amount

AmountIncrease/ (Decrease) from prior year% Change
Membership
income % to
net merchandise
club sales
Amount

Membership income - Central America

$

8,980

$

900

11.1

%

1.5

%

$

8,080

Membership income - Central America$9,854$8749.7 %1.4 %$8,980

Membership income - Caribbean

3,994

179

4.7

1.4

3,815

Membership income - Caribbean4,3383448.6 1.3 3,994

Membership income - Colombia

2,097

193

10.1

1.8

1,904

Membership income - Colombia1,984(113)(5.4)1.9 2,097

Membership income - Total

$

15,071

$

1,272

9.2

%

1.5

%

$

13,799

Membership income - Total$16,176$1,1057.3 %1.4 %$15,071

Six Months Ended

February 28,

February 28,

Six Months Ended

2022

2021

February 28, 2023February 28, 2022

Amount

Increase

from

prior year

% Change

Membership
‎income % to
‎net merchandise
‎club sales

Amount

AmountIncrease/ (Decrease) from prior year% Change
Membership
income % to
net merchandise
club sales
Amount

Membership income - Central America

$

17,755

$

1,801

11.3

%

1.5

%

$

15,954

Membership income - Central America$19,379 $1,624 9.1 %1.5 %$17,755

Membership income - Caribbean

7,967

441

5.9

1.4

7,526

Membership income - Caribbean8,753 786 9.9 1.4 7,967

Membership income - Colombia

4,140

522

14.4

1.8

3,618

Membership income - Colombia3,939 (201)(4.9)1.9 4,140

Membership income - Total

$

29,862

$

2,764

10.2

%

1.5

%

$

27,098

Membership income - Total$32,071 $2,209 7.4 %1.5 %$29,862

Number of accounts - Central America

930,516

79,972

9.4

%

850,544

Number of accounts - Central America967,406 36,890 4.0 %930,516

Number of accounts - Caribbean

437,065

10,347

2.4

426,718

Number of accounts - Caribbean460,855 23,790 5.4 437,065

Number of accounts - Colombia

344,508

25,640

8.0

318,868

Number of accounts - Colombia339,295 (5,213)(1.5)344,508

Number of accounts - Total

1,712,089

115,959

7.3

%

1,596,130

Number of accounts - Total1,767,556 55,467 3.2 %1,712,089

Comparison of Three and Six Months Ended February 28, 2022

2023

The number of member accounts as of February 28, 20222023 was 7.3% 3.2% higher thanthan the number of accounts as of February 28, 2021. Membership income increased 9.2% and 10.2% over the three and six-month periods ended February 28, 2022, respectively, compared to the same prior-year periods.

2022. Membership income increased across all of our operating segments in7.3% and 7.4% over the three and six-month periods ended February 28, 2022.2023, 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 start of fiscalcomparable prior year 2021.period. Since August 31, 2021, all2022, our Central America and Caribbean segments have increased their membership base and our Colombia segment has faced a decline in its membership base. Central America had the largest increaseInflation and significant foreign currency devaluation have adversely impacted our Members in membership base in the first halfthat market.
44
Table of fiscal year 2022, with 9.4% growth, due primarily to the opening of our fifth club in Guatemala in October 2021, followed by Colombia with an 8.0% increase due primarily to the opening of our ninth club in November 2021 and the Caribbean with a 2.4% increase.Contents

We now 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 6.8%are 8.2% of ourour total membership base as of February 28, 2022,2023, an increase from 5.6%from 6.8% as ofof February 28, 2021.2022. Platinum Members tend to have higher renewal rates than our Diamond Members.

43

Table of Contents

Our trailing twelve-month renewal rate waswas 88.0% and 89.8% and 81.5% for the periods ended February 28, 20222023 and February 28, 2021, respectively. The COVID-19 pandemic caused a decrease in in-club traffic in the second quarter of fiscal year 2022, resulting in fewer in-club visits and thus fewer renewals as most of our renewals occur in the warehouse club. However, approximately 15% and 14% of our membership sign-ups were completed using our online platform for the six month periods ended February 28, 2022 and February 28, 2021, respectively. Our online platform facilitates capturing data and provides the opportunity for automatic renewal of memberships, as well as improving our digital connection with our Members.

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

Three Months Ended

February 28, 2022

February 28, 2021

February 28, 2023February 28, 2022

Amount

Increase (decrease) from
‎prior year

% Change

Amount

AmountIncrease/ (Decrease) from prior year% ChangeAmount

Non-merchandise revenue

$

—

$

(13,018)

(100.0)

%

$

13,018

Miscellaneous income

2,270

370

19.5

1,900

Miscellaneous income$2,619$349 15.4 $2,270

Rental income

646

(96)

(12.9)

742

Rental income513(133)(20.6)646

Other revenue

$

2,916

$

(12,744)

(81.4)

%

$

15,660

Other revenue$3,132$216 7.4 %$2,916

Six Months Ended

Six Months Ended

February 28, 2022

February 28, 2021

February 28, 2023February 28, 2022

Amount

Increase (decrease) from
‎prior year

% Change

Amount

AmountIncrease/ (Decrease) from prior year% ChangeAmount

Non-merchandise revenue

$

3,307

$

(22,367)

(87.1)

%

$

25,674

Non-merchandise revenue$—$(3,307)(100.0)%$3,307

Miscellaneous income

4,317

920

27.1

3,397

Miscellaneous income5,016699 16.2 4,317

Rental income

1,280

(192)

(13.0)

1,472

Rental income1,106(174)(13.6)1,280

Other revenue

$

8,904

$

(21,639)

(70.8)

%

$

30,543

Other revenue$6,122$(2,782)(31.2)%$8,904

Comparison of Three and Six Months Ended February 28, 20222023 and February 28, 2021

2022

The primary driver of the decrease in other revenue for the quarter and six-months ended February 28, 20222023 was the sale of our Aeropost subsidiary and its marketplace and casillero operations on October 1, 2021. For additional information on the results of the disposition, refer to “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 2 – Summary of Significant Accounting Policies.”

44

45

Table of Contents

Results of Operations

Three Months Ended
Results of Operations ConsolidatedFebruary 28, 2023February 28, 2022Increase/ (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 percentage16.0%15.6%0.4%
Revenues
Total revenues$1,142,189$1,038,557$103,632
Percentage change from prior period10.0%
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 percentage17.3%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 revenues12.6%12.4%0.2 %
46
Table of Contents

Three Months Ended

Results of Operations Consolidated

February 28, 2022

February 28, 2021

Increase/(Decrease)

(Amounts in thousands, except percentages and
‎number of warehouse clubs)

Net merchandise sales

Net merchandise sales

$

1,011,896

$

898,404

$

113,492

Total gross margin

$

158,263

$

143,296

$

14,967

Total gross margin percentage

15.6

%

16.0

%

(0.4)

%

Revenues

Total revenues

$

1,038,557

$

937,569

$

100,988

Percentage change from prior period

10.8

%

Comparable net merchandise sales

Total comparable net merchandise sales increase

10.3

%

1.1

%

9.2

%

Total revenue margin

Total revenue margin

$

176,709

$

166,878

$

9,831

Total revenue margin percentage

17.0

%

17.8

%

(0.8)

%

Selling, general and administrative

Selling, general and administrative

$

128,387

$

121,899

$

6,488

Selling, general and administrative percentage of total revenues

12.4

%

13.0

%

(0.6)

%

Three Months Ended
Results of Operations ConsolidatedFebruary 28,
2023
% of
Total Revenue
February 28,
2022
% of
Total Revenue
Operating income- by segment
Central America$56,6335.0 %$46,0524.4 %
Caribbean25,4742.2 21,7552.1 
Colombia4,6620.4 6,1240.6 
United States6,9640.6 8,2990.8 
Reconciling Items (1)
(39,933)(3.5)(33,908)(3.3)
Operating income - Total$53,8004.7 %$48,3224.7 %

Three Months Ended

February 28,

% of

February 28,

% of

Results of Operations Consolidated

2022

Total Revenue

2021

Total Revenue

Operating income- by segment

Central America

$

46,052

4.4

%

$

40,362

4.3

%

Caribbean

21,755

2.1

20,766

2.2

Colombia

6,124

0.6

6,439

0.7

United States

8,299

0.8

2,028

0.2

Reconciling Items (1)

(33,908)

(3.3)

(24,616)

(2.6)

Operating income - Total

$

48,322

4.7

%

$

44,979

4.8

%

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

Six Months Ended
Results of Operations ConsolidatedFebruary 28, 2023February 28, 2022Increase/ (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 percentage16.1%15.8%0.3%
 
Revenues
Total revenues$2,196,995$2,013,913$183,082
Percentage change from comparable period9.1%
 
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 percentage17.5%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 revenues12.5%12.5%— %
 
Warehouse clubs
Warehouse clubs at period end50491
Warehouse club sales floor square feet at period end2,4842,43846

45

47

Table of Contents

Six Months Ended

Results of Operations Consolidated

February 28, 2022

February 28, 2021

Increase/(Decrease)

(Amounts in thousands, except percentages and

number of warehouse clubs)

Net merchandise sales

Net merchandise sales

$

1,955,939

$

1,736,776

$

219,163

Total gross margin

$

309,113

$

278,046

$

31,067

Total gross margin percentage

15.8

%

16.0

%

(0.2)

%

Revenues

Total revenues

$

2,013,913

$

1,815,001

$

198,912

Percentage change from comparable period

11.0

%

Comparable net merchandise sales

Total comparable net merchandise sales increase / (decrease)

9.9

%

2.3

%

7.6

%

Total revenue margin

Total revenue margin

$

346,996

$

324,434

$

22,562

Total revenue margin percentage

17.2

%

17.9

%

-0.7

%

Selling, general and administrative

Selling, general and administrative

$

252,657

$

234,924

$

17,733

Selling, general and administrative percentage of total revenues

12.5

%

12.9

%

(0.4)

%

Warehouse clubs

Warehouse clubs at period end

49

47

2

Warehouse club sales square feet at period end

2,438

2,325

113

Six Months Ended

February 28,

% of

February 28,

% of

Results of Operations Consolidated

2022

Total Revenue

2021

Total Revenue

Operating income- by segment

Central America

$

89,431

4.4

%

$

74,807

4.1

%

Caribbean

41,633

2.1

42,359

2.3

Colombia

12,502

0.6

12,004

0.7

United States

14,556

0.7

7,771

0.4

Reconciling Items (1)

(63,783)

(3.2)

(47,431)

(2.6)

Operating income - Total

$

94,339

4.7

%

$

89,510

4.9

%

Six Months Ended
Results of Operations ConsolidatedFebruary 28,
2023
% of
Total Revenue
February 28,
2022
% of
Total Revenue
Operating income- by segment
Central America$106,7634.9 %$89,4314.4 %
Caribbean49,9772.3 41,6332.1 
Colombia9,5300.4 12,5020.6 
United States20,5560.9 14,5560.7 
Reconciling Items (1)
(77,499)(3.5)(63,783)(3.2)
Operating income - Total$109,3275.0 %$94,3394.6 %

(1)

46

TableThe reconciling items reflect the amount eliminated upon consolidation of Contentsintersegment transactions.

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

disclosed:

Three Months Ended
February 28,
2023
% of
Total Revenue
February 28,
2022
% of
Total Revenue
Warehouse club and other operations$103,630 9.1 %$93,993 9.1 %
General and administrative32,759 2.8 33,951 3.3 
Separation costs associated with Chief Executive Officer departure7,747 0.7 — — 
Pre-opening expenses89 — 130 — 
Loss on disposal of assets139 — 313 — 
Total Selling, general and administrative$144,364 12.6 %$128,387 12.4 %

Three Months Ended

February 28,

% of

February 28,

% of

Six Months Ended

2022

Total Revenue

2021

Total Revenue

February 28,
2023
% of
Total Revenue
February 28,
2022
% of
Total Revenue

Warehouse club and other operations

$

93,993

9.1

%

$

90,449

9.7

%

Warehouse club and other operations$200,5229.1 %$185,1899.2 %

General and administrative

33,951

3.3

31,270

3.3

General and administrative65,9313.0 65,6443.3 
Separation costs associated with Chief Executive Officer departureSeparation costs associated with Chief Executive Officer departure7,7470.4 —— 

Pre-opening expenses

130

—

48

—

Pre-opening expenses89— 1,100— 

Loss on disposal of assets

313

—

132

—

Loss on disposal of assets297— 724— 

Total Selling, general and administrative

$

128,387

12.4

%

$

121,899

13.0

%

Total Selling, general and administrative$274,58612.5 %$252,65712.5 %

Six Months Ended

February 28,

% of

February 28,

% of

2022

Total Revenue

2021

Total Revenue

Warehouse club and other operations

$

185,189

9.2

%

$

175,281

9.7

%

General and administrative

65,644

3.3

58,791

3.2

Pre-opening expenses

1,100

—

650

—

Loss on disposal of assets

724

—

202

—

Total Selling, general and administrative

$

252,657

12.5

%

$

234,924

12.9

%

Comparison of Three and Six Months Ended February 28, 20222023 and February 28, 2021

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, 20222023 was 15.6%16.0% and 16.1%, 40 basis points (0.4%) lowerand 30 basis points (0.3%) higher than the comparable prior year period.period, respectively. This decrease for the quarterincrease was primarily due to a reduction in the premium we applied togeneral margin improvement across most of our sales prices to offsetcategories, particularly from our COVID-related operating costsother business services, such as our food services and higher markdowns versus the prior fiscal year period.bakery, and improved front end margin.
48
Table of Contents

On a consolidated basis, total gross margin percentage for the six months ended February 28, 2022 was 15.8%, 20 basis points (0.2%) lower than the comparable prior year period. The decrease for the six months ended was primarily due to

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 factor intohave determined not to increase the sales price on select items on which our sales prices on our imported merchandisecosts have increased in an effort to reduce the Dominican Republic and a reduction in the premium we appliedcost burden to our sales prices to offset our COVID-related operating costs compared withMembers in this market during this period of exceptionally high inflation and significant devaluation of the prior year period.

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 decreased 80increased 30 basis points (0.8%(0.3%) for the three months ended February 28, 20222023 compared to the prior-year period, which is primarily the result of lower revenue margins from our casillero and marketplace business of 40 basis points (0.4%) along with the lowerhigher total gross margin percentage of 40 basis points (0.4%). Total revenue margin decreased 70increased 30 basis points (0.7%(0.3%) for the six months ended February 28, 20222023 compared to the prior-year period, which is primarily the result of lower revenue margins from our casillero and marketplace business of 50 basis points (0.5%) along with the lowerhigher total gross margin percentage of 2030 basis points (0.2%(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 $6.5$16.0 million compared to the prior year, but decreasedand increased as a percentage of total revenue, declining 60increasing by 20 basis points (0.6%(0.2%) to 12.4%12.6% of total revenue for the second quarter of fiscal year 2023 compared to 13.0%12.4% of total revenues for the second quarter of fiscal year 2022 compared to the second quarter of fiscal year 2021.2022. Selling, general and administrative expenses increased $17.7$21.9 million compared to the prior year but decreasedremained unchanged as a percentage of total revenue, declining 40 basis points (0.4%) to 12.5% of total revenue compared to 12.9% of total revenues for the first six months of fiscal year 2022 compared to2023 and 2022.
Warehouse club and other operations expenses remained unchanged as 9.1% of total revenues for the first six monthssecond quarter of fiscal year 2021.

2023 and 2022.

47

Table of Contents

Warehouse club and other operations expenses decreased to 9.1% of total revenues for the second quarterfirst six months of fiscal year 20222023 compared to 9.7%9.2% for the second quarter of fiscal year 2021prior-year period. This was primarily due to 5010 basis points (0.50%(0.1%) of lower operations expenses from our casillero and marketplace business due to the sale of Aeropost on October 1, 2021. This decrease was supplemented by our Costa Rica market which decreased 10 basis points (0.10%) as a percentage of revenue year over year.

Warehouse club

General and other operationsadministrative expenses decreased to 9.2%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 20222023 compared to 9.7% for the prior-year period. This was primarily due to 40 basis points (0.40%) of lower operations expenses from our casillero and marketplace business due to the sale of Aeropost on October 1, 2021. This decrease was supplemented by our Costa Rica market which decreased 10 basis points (0.10%) as a percentage of revenue year over year.

General and administrative expenses remained unchanged at 3.3% of total revenues for the second quarter of fiscal year 2022 compared to 3.3% for the second quarter of fiscal year 2021. Given our strategic initiatives, we anticipate that we will continue to make investments at comparable levels (as a percentage of revenue) to further our omni-channel, technology and employee development initiatives.

General and administrative expenses increased to 3.3% of total revenues for the first six months of fiscal year 2022 compared to 3.2% for the first six months of fiscal year 2021.2022. The 1030 basis point (0.1%(0.3%) increasedecrease 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 10go-forward basis, point (0.1%) increase from our continued investmentsInterim Chief Executive Officer has declined to support our technology development, talent acquisition,receive compensation for his services during his term; therefore, we expect selling, general and employee development.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 20222023 increased to $48.3$53.8 million (4.7% of total revenue) compared to $45.0$48.3 million (4.8%(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, 20222023 increased to $94.3$109.3 million (4.7%(5.0% of total revenue) compared to $89.5$94.3 million (4.9%(4.6% of total revenue) for the same period last year.
49
Table of Contents

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 clubclubs and other operations, increase U.S. dollar liquidity in our Trinidad subsidiary and ongoing working capital requirements.

Three Months Ended

February 28,

February 28,

Three Months Ended

2022

2021

February 28,
2023		February 28,
2022

Amount

Change

Amount

AmountChangeAmount

Interest expense on loans

$

1,803

$

230

$

1,573

Interest expense on loans$3,064$1,261$1,803

Interest expense related to hedging activity

908

(45)

953

Interest expense related to hedging activity190(718)908

Less: Capitalized interest

(273)

25

(298)

Less: Capitalized interest(440)(167)(273)

Net interest expense

$

2,438

$

210

$

2,228

Net interest expense$2,814$376$2,438

Six Months Ended

February 28,

February 28,

Six Months Ended

2022

2021

February 28,
2023		February 28,
2022

Amount

Change

Amount

AmountChangeAmount

Interest expense on loans

$

3,140

$

(158)

$

3,298

Interest expense on loans$5,717$2,577$3,140

Interest expense related to hedging activity

1,757

(121)

1,878

Interest expense related to hedging activity537(1,220)1,757

Less: Capitalized interest

(869)

46

(915)

Less: Capitalized interest(691)178(869)

Net interest expense

$

4,028

$

(233)

$

4,261

Net interest expense$5,563$1,535$4,028

Comparison of Three and Six Months Ended February 28, 20222023 and February 28, 2021

2022

Net interest expense increased for the three-month period ended February 28, 2022 primarily due to the increase in long-term borrowings. Net interest expense decreased for theand six-month period ended February 28, 20222023 primarily due to lower average short-termhigher interest rates and higher long-term borrowings outstanding when compared to the comparable prior year period when we had outstanding balances to cover contingencies arising from COVID-19 related risks.

period.

48

Table of Contents

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,

February 28,

2022

2021

Amount

Change

% Change

Amount

Other income (expense), net

$

(819)

$

(527)

(180.5)

%

$

(292)

Three Months Ended
February 28,
2023		February 28,
2022
AmountChange% ChangeAmount
Other Expense, net$(5,344)$(4,525)552.5 %$(819)

Six Months Ended

February 28,

February 28,

2022

2021

Amount

Change

% Change

Amount

Other expense, net

$

590

$

2,427

132.1

%

$

(1,837)

Six Months Ended
February 28,
2023		February 28,
2022
AmountChange% ChangeAmount
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.
50
Table of Contents

Comparison of Three and Six Months Ended February 28, 20222023 and 2021

2022

For the three and six-months ended February 28, 20222023 the primary driver of Other income (expense), net included $1.8a $3.9 million and $3.6$7.4 million losses,loss, respectively, associated with foreign currency transactions and thedue to revaluation of monetary assets and liabilities (primarily U.S. dollars) in several of our markets. The foreign currency gainsOf those amounts, Costa Rica contributed a $1.9 million and losses resulted from$2.8 million revaluation loss, respectively, due to the revaluationimpact of netthe appreciation of the Costa Rican Colón on our U.S. dollar monetary net assets and liabilities in markets where the local functional currency revalued or devalued against the U.S. dollarCosta Rica. In addition, we had transaction costs of $1.6 million and from exchange transactions. For the first half of fiscal year 2022, this loss was offset by a gain of $2.7 million associated with the sale of our Aeropost subsidiary on October 1, 2021.

The primary foreign currency impacts during the quarter were higher transaction costs of $2.3 millionand six months ended February 28, 2023, respectively, associated with converting Trinidad dollars into available tradeabletradable currencies, such as euros or Canadian dollars, before converting them to U.S. dollars.

49

Table of Contents

Provision for Income Taxes

Three Months Ended

February 28,

February 28,

Three Months Ended

2022

2021

February 28,
2023		February 28,
2022

Amount

Change

Amount

AmountChangeAmount

Provision for income taxes

$

14,139

$

(426)

$

14,565

Provision for income taxes$16,202$2,063$14,139

Effective tax rate

31.0

%

33.9

%

Effective tax rate34.0%31.0%

Six Months Ended

February 28,

February 28,

2022

2021

Six Months Ended

February 28,
2023		February 28,
2022

Amount

Change

Amount

AmountChangeAmount

Provision for income taxes

$

29,953

$

1,770

$

28,183

Provision for income taxes$32,628$2,675$29,953

Effective tax rate

32.6

%

33.4

%

Effective tax rate33.7%32.6%

Comparison of Three and Six Months Ended February 28, 20222023 and February 28, 2021

2022

For the three months ended February 28, 2022,2023, the effective tax rate was 31.0%34.0% compared to 33.9%31.0% for the prior year period. The decreaseincrease in the effective tax rate versus the prior year was primarily attributable to the following factors:

•A comparably unfavorablefavorable net tax impact from recurring items of 1.7%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 favorable benefitunfavorable net tax impact from non-recurring items of 4.6%4.0%, primarily related to changes in uncertain tax positions.separation costs associated with the departure of our former Chief Executive Officer.

For the six months ended February 28, 2022,2023, the effective tax rate was 32.6%33.7% compared to 33.4%32.6% for the prior year period. The decreaseincrease in the effective tax rate versus the prior year was primarily attributable to the following factors:

•A comparably unfavorablefavorable net tax impact from recurring items of 0.5%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 favorableunfavorable benefit from non-recurring items of 1.3%2.1%, primarily related to changes in uncertain tax positions.separation costs associated with the departure of our former Chief Executive Officer.

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Table of Contents

Other Comprehensive Income (Loss)

Three Months Ended

February 28,

February 28,

2022

2021

Amount

Change

% Change

Amount

Other comprehensive income (loss)

$

4,226

$

5,346

477.3

%

$

(1,120)

Six Months Ended

February 28,

February 28,

2022

2021

Amount

Change

% Change

Amount

Other comprehensive income (loss)

$

(1,905)

$

(3,947)

193.3

%

$

2,042

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Three Months Ended
February 28,
2023		February 28,
2022
AmountChange% ChangeAmount
Other Comprehensive Income$12,434 $8,208 194.2 %$4,226 

Six Months Ended
February 28,
2023		February 28,
2022
AmountChange% ChangeAmount
Other Comprehensive Income (Loss)$11,883 $13,788 723.8%$(1,905)

Comparison of Three and Six Months Ended February 28, 20222023 and February 28, 2021

2022

Our other comprehensive income of approximately $4.2$12.4 million for the second quarter of fiscal year 20222023 resulted primarily from the comprehensive gain of approximately $2.4$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 $1.8$0.2 million related to unrealized gains on changes in our derivative obligations. Other comprehensive lossincome for the six-months ended February 28, 20222023 of approximately $1.9$11.9 million was primarily the result of the comprehensive lossgain of $5.7$11.3 million from foreign currency translation adjustments offset byalong with approximately $3.7$0.6 million related to unrealized gains on changes in the fair value of our derivative obligations. For the quarter, the Colombia peso and Dominican peso exchange rate withlargest translation adjustments were related to the appreciation of the local currency against the U.S. dollar have appreciated significantly and this appreciation was partially offset by a devaluation in thefor our Costa Rica colón.subsidiary. For the six-month period, the Colombia peso and Costa Rica colón exchange rate withlargest translation adjustments were related to the appreciation of the local currency against the U.S. dollar have declined significantly, and these declines wereof our Costa Rica subsidiary, partially offset by an appreciationthe devaluation of the local currencies against the U.S. dollar for our Colombia and Dominican peso over the same period.

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,

August 31,

2022

2021

February 28,
2023		August 31,
2022

Amounts held by foreign subsidiaries

$

172,554

$

160,808

Amounts held by foreign subsidiaries$241,013$203,952

Amounts held domestically

22,359

54,671

Amounts held domestically39,53947,421

Total cash and cash equivalents, including restricted cash

$

194,913

$

215,479

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,

August 31,

2022

2021

February 28,
2023		August 31,
2022

Amounts held by foreign subsidiaries

$

26,933

$

50,233

Amounts held by foreign subsidiaries$24,322$11,160

Amounts held domestically

—

—

Amounts held domestically30,000—

Total short-term investments

$

26,933

$

50,233

Total short-term investments$54,322$11,160

As of February 28, 20222023 and August 31, 2021, long-term investments consisting of2022, there were no certificates of deposit with a maturity of over onea year held by our foreign subsidiaries and domestically were $0 and $1.5 million, respectively.

or domestically.

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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,

February 28,

Six Months Ended

2022

2021

Change

February 28,
2023		February 28,
2022		Change

Net cash provided by (used in) operating activities

$

(7,920)

$

29,727

$

(37,647)

Net cash provided by (used in) operating activities$116,681 $(7,920)$124,601

Net cash used in investing activities

(30,531)

(82,276)

51,745

Net cash used in investing activities(96,078)(30,531)(65,547)

Net cash provided by (used in) financing activities

17,843

(60,814)

78,657

Net cash provided by (used in) financing activities(3,060)17,843 (20,903)

Effect of exchange rates

42

(2,629)

2,671

Effect of exchange rates11,636 42 11,594

Net decrease in cash and cash equivalents

$

(20,566)

$

(115,992)

$

95,426

Net increase (decrease) in cash and cash equivalentsNet 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 $7.9million and net cash provided by operating activities totaled $29.7 million for the six months ended February 28, 20222023 and February 28, 2021,2022, respectively. The decrease in netFor the six-months ended February 28, 2023, cash provided by operating activities increased primarily due to usedshifts 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 is primarily the result of non-working capital changes in the balance sheet of $29.7 millionprior year resulted primarily from increases in prepaid assets and long-term tax assets. The increases in prepaid assets and long-term tax assets are largely due to thean increase in prepaid expenses, prepaid income taxes and VAT paid. Prepaid expenses and prepaid income taxes increased primarily from our higher sales during the period and VAT paid increased primarily from our higher inventory position. The remaining portion of the decrease in cash provided by (used in) operating activities is from working capital, largely driven by inventory increases not fully offset by increases in accounts payable. Inventory was $470.3million as of February 28, 2022, compared with $389.7 million and $339.2 million at August 31, 2021 and February 28, 2021, respectively. The increase over the balances as of February 28, 2021 reflects our efforts to bring our inventory levels in-line with our sales trends. In addition, we have made strategic investments in inventory to avoid futureaccommodate pandemic-influenced consumer preferences and to mitigate out-of-stocks on high volume itemsdue to supply-chain disruptions during that have been impacted from container, commodity,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 electronic part shortages. Lastly, we have two additional clubs in therebalanced our inventory mix to reflect current year.and anticipated consumer demand and preferences.
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Net cash used in investing activities totaled $30.5$96.1 million and $82.3$30.5 million for the six months ended February 28, 20222023 and February 28, 2021.2022, respectively. The decrease$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 certificates of deposits and higher proceeds from settlementsshort-term investments, compared to the same six-month period a year-ago,year-ago. The decrease in proceeds from settlements is primarily due to being able to source more U.S. dollarsthe overall net decrease of short-term investments in Trinidad. Refer to “Management’s DiscussionTrinidad as fewer of those investments settled comparatively and Analysis – Factors Affecting Our Business” for additional discussion of the currentwe are investing our excess U.S. dollar illiquidity we are experiencingbalances in that market. The decrease was partially offset by higher propertymarket 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 equipment expenditures compared to the same six-month period a year-ago to support our real estate footprint growth.

Netnet cash provided by financing activities totaled $17.8 million and net cash used in financing activities was $60.8 million for the six months ended February 28, 20222023 and February 28, 2021,2022, 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 $78.7$20.9 million shift from cash used in,provided by, to cash provided by,used in, financing activities is primarily the result of obtaining additional financing (primarily the $25 million loan in Trinidad to address U.S. dollar liquidity challenges there) in the current year along with lowera net repaymentsdecrease of proceeds from short-term debtborrowings compared to the same six-month period a year-ago, when we were repaying short-term facilities accessed at the early stages of the COVID-19 pandemic.

year-ago.

The following table summarizes the dividends declared and paid during fiscal years 20222023 and 20212022 (amounts are per share).

First Payment

Second Payment

Declared

Amount

Record
‎Date

Date
‎Paid

Date
‎Payable

Amount

Record
‎Date

Date
‎Paid

Date
‎Payable

Amount

2/3/2022

$

0.86

2/15/2022

2/28/2022

N/A

$

0.43

8/15/2022

N/A

8/31/2022

$

0.43

2/4/2021

$

0.70

2/15/2021

2/26/2021

N/A

$

0.35

8/15/2021

8/31/2021

N/A

$

0.35

:

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First PaymentSecond Payment
DeclaredAmountRecord
Date		Date
Paid		Date
Payable		AmountRecord
Date		Date
Paid		Date
Payable		Amount
2/3/2023$0.92 2/16/20232/28/2023N/A$0.46 8/15/2023N/A8/31/2023$0.46 
2/3/2022$0.86 2/15/20222/28/2022N/A$0.43 8/15/20228/31/2022N/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, 2022,2023, we reissued approximately 9,0007,000 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 we pay.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.

The Company accrues

We accrue an amount for itsour 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 than 50% 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 since August 31, 2021.

for the period ended on February 28, 2023.

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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 most countries where we operate, there are defined and structured processes to recover VAT receivables via refunds or offsets. However, in one country without a clearly defined refund process, the Company is actively engaged with the local government to recover VAT receivables totaling $11.9 million and $9.7 million as of February 28, 2022 and August 31, 2021, respectively. In addition, in two other 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, 20222023 and August 31, 2021,2022, respectively, and deferred tax assets of $3.7$4.0 million and $3.3$3.5 million as of February 28, 20222023 and August 31, 2021,2022, 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 wethe 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.

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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, which could requirerequiring an adjustment of these assets to their then-current fair market value. Loss/(gain)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 $43.3approximately $43.2 million of certain acquired goodwill, the fair value was greater than the carrying value; however, any deterioration in the fair value maymay 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

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, 20222023 compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2021.

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-month periodthree and six-month periods ended February 28, 20222023 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-month periodthree and six-month periods ended February 28, 20222023 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, 20222023 is disclosed in “Item 2. Management’s Discussion & Analysis – Other Comprehensive Loss.”

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ITEMITEM 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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PARTPART II—OTHER INFORMATION

ITEM

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.

ITEM 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 factors discussedfollowing 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 year ended August 31, 2021. There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2021.2022.
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.

ITEM
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, 2022,2023, the Company repurchased 19,14061,224 shares in the indicated months. These were the only repurchases of equity securities made by the Company during the second quarter of fiscal year 2022.2023. The Company does not have a stock repurchase program.

Period

(a)
‎Total Number
‎of Shares
‎Purchased

(b)
‎Average Price
‎Paid Per Share

(c)
‎Total Number
‎of Shares
‎Purchased
‎as Part of
‎Publicly
‎Announced
‎Plans or
‎Programs

(d)
‎Maximum
‎Number of
‎Shares That
‎May Yet Be
‎Purchased
‎Under the
‎Plans or
‎Programs

December 1, 2021 - December 31, 2021

—

$

—

—

N/A

January 1, 2022 - January 31, 2022

19,140

70.58

—

N/A

February 1, 2022 - February 28, 2022

—

—

—

N/A

Total

19,140

$

70.58

—

—

Period(a)
Total Number
of Shares
Purchased		(b)
Average Price
Paid Per Share		(c)
Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs		(d)
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the
Plans or
Programs
December 1, 2022 - December 31, 2022— $——N/A
January 1, 2023 - January 31, 202320,329 71.42—N/A
February 1, 2023 - February 28, 202340,895 75.00—N/A
Total61,22473.81——

ITEM

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM

ITEM 5. OTHER INFORMATION

None.

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ITEMITEM 6. EXHIBITS

(a)Exhibits:

3.1

3.1(1)

Amended and Restated Certificate of Incorporation of the Company.

3.23.2(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.

3.43.4(4)

Second Amended and Restated Bylaws of the Company.

3.510.1(5)*(5)

Amendment to Second Amended and Restated Bylaws of PriceSmart, Inc.
Separation10.1*
Employment Agreement and Waiver and Release of Claims dated February 23, 2022January 26, 2023 between William J. NaylonDavid Price and the Company.

10.2

Citibank Credit Agreement dated February 18, 20229, 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 20022002..

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 20022002..

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.

*

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 February 28,December 9, 2022.

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SIGNATURES

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 7, 202210, 2023

By:

/s/ SHERRY S. BAHRAMBEYGUIROBERT E. PRICE

Robert E. Price

Sherry S. Bahrambeygui

Interim Chief Executive Officer

(Principal Executive Officer)

Date:

April 7, 202210, 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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