Decembem r 19, 2023
Chairman letter
Dear Stockholders,
Congratulations to our management team and emplm oyees in San Diego, Miami, and the countries where we operate for
r strong perforff mance in fiscal year 2023. We achieved another record year in revenues--$4.4 billion--along with record
anothet
earnings of $109 million, or $3.50 per diluted share, despite non-recurring charges during the year of $24 million.
Our financial metrics remained strong with operating cash flow of $257 million, a current ratio of 138%, total third-
partytt year-ending debt of $148 million, and $1.1 billion of total stockholder equiq ty. During fiscal year 2023, we opened a new
club in San Miguel, El Salvador, and on September 1 we opened another club in Medellin, Colombia.
In Februarr
We are now well into the fiscal year 2024. We recently opened our sixth location in Guatemala, in the city of Escuintla,
ry 2024, we plan to open our fourth location in El Salvador in the city of
which is located in the south of the country.rr
Santa Ana in the northwest part of the country. Afteff
r the Santa Ana club opening, we will operate 54 clubs. Although most of you
have probabla y never visited a PriceSmart location, you would feel right at home shopping in any of our locations, including
l products, our “Member’s
Escuintla and Santa Ana. Similar to Costco, PriceSmart has a wide assortment of private labea
Selection®” brand. Our locations are about one-half the size of a typical Costco. We carryrr a similar range of products, although
with a much more limited selection of clothit ng and furniturt e. Another differff ence between PriceSmart and Costco is that we impom rt
a much larger proportion of products, because the countries where we operate generally have small economies and limited
ing. In addition, our imports differff entiate us from our competitors and are an important part of the experience we aim
manufacturtt
to offeff
r our Members a “U.S.” shopping
experience in terms of value and quality. Our goal is clear: to continue to strengthen the member value proposition in terms of
pricing and range of offeff
r our Members. Our mission in operating our business is to, as nearly as possible, offeff
rings in both merchandise and services.
PriceSmart is doing much more than running a warehouse club business. I want to highlight for our stockholders that
PriceSmart is the only U.S. membership warehouse club doing business in our markets. We are making a significff ant positive
differff ence in the markets where we operate. PriceSmart is an important wholesale supplier for small businesses, a large purchaser
of locally produced producd ts, a majoa r emplm oyer payia ng excellent wages and benefits and a significant taxpayer providing
important revenues to local governments. Through the PriceSmart Foundation and Aprender y Crecer, PriceSmart has a robust
philanthropic presence in our markets, providing school suppl
ies and eyeglasses to thousands of children in publu ic schools and
u
investing in workforce development to provide meaningfulff
jobs to men and women entering the workforce.
At PriceSmart, we pride ourselves on being the most trusrr
ted and respected brand in the countries where we operate.
t and become an even more integral part of our Members' lives. To achieve this, we are enhancing
Our aim is to deepen this trusrr
tegic investments in distribution
our suppu ly chain effiff ciencies through technology to suppu ort our workforce, coupled with stratt
ly lines. Additionally,yy recognizing the significant impact of traffiff c and urbar n density
centers to reduce costs and to shorten suppu
rs more
on our Members in Latin American cities, we are continuously upgrading our digital channels. This enhancement offeff
accessible and convenient online shopping options, enabling our Members to purchase our merchandise and services online and
offlff ine. We remain committed to introducd ing new producd ts and services tailored to our Members' needs, as evidenced by the
recent introducd tion of pharmar
cies in our Costa Rica and Panama PriceSmart clubs.
As a stockholder myself,ff I and our board are focused on strett ngthening the value of stock ownership for our investors.
First and foremost, I believe excellence in operating our business is the foundation for enhancing investor value. In addition to
the day-a to-day operations of the business, our board and I will continue to address the best and most creative waysa
to enhance
investor value. We recently completed a $75 million stock buyback program and will continue to consider all alternatives for
enhancing stockholder value.
In conclusion, I would like to thank our employees for their commitment to PriceSmart. Everyrr one of our emplm oyees,
groupu of
from the most senior executives to the sheet cake decorators, is amazing. We are so luckykk to have such a wonderfulff
people working in our offiff ces, distribution centers and at our PriceSmart clubs.
On behalf of myself and our board, best wishes for a joyous holiday and a healthy and prosperous new year.
Sincerely,
Robert E. Price
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PRICESMART, INC.
INDEX TO CONSOLIDATED FINANCIAL STATTT EMENTS AND
OTHER INFORMATION
August 31, 2023
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of August 31, 2023, and 2022
Consolidated Statements of Income for each of the three years in the period ended August 31, 2023
Consolidated Statements of Comprehensive Income for each of the three years in the period ended August 31, 2023
Consolidated Statements of Equity for each of the three years in the period ended August 31, 2023
Consolidated Statements of Cash Flows for each of the three years in the period ended August 31, 2023
Notes to Consolidated Financial Statements
Market for Registrant’s Common Equiq ty, Related Stockholder Matters and Issuer Purchases of Equiq ty Securities
Additional Information
Directors & Offiff cers of PriceSmart, Inc.
Page
1
3
31
33
35
36
37
38
40
79
83
84
i
[THIS PAGE INTENTIONALLY LEFT BLANKAA ]
PRICESMART, INC.
Selected Financial Data
The selected consolidated financial data presented below is derived from the Company's consolidated financial
statements and accompanying notes. This selected financial data should be read in conjunction with “Management's Discussion
and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying
notes thereto included elsewhere in this report.
SELEEE CTEE ED FINANCI
II
ALII
DATATT
Years Ended August 31,
2023
2022
(in thousands,dd excepte
2021
income per common share)
2020
2019
OPERATRR ING RESUEE LTUU S DATA:TT
Net merchandise sales
$
4,300,706
$
3,944,817
$
3,465,442
$
3,191,762
$
3,091,648
Expoxx rt sales
Membership income
Other revenue and income
Total revenues
Total cost of goods sold
Selling, general and
adminiii strativeii
Reserve for AMT settlement
Separation costs associated withii
Chief Execxx utive Offiff cer departure
Pre-opening expexx nses
Asset impamm irmerr
costs
Loss on disposal of assets
nt and closure
Operating income
Total other expexx nse
Income before provision for
income taxes and loss of
unconsolidated affiff liates
Provision for income taxes
Loss of unconsolidated affiff liates
Net income
Less: net income attribrr utable to
noncontrollingii
interest
Net income attribr utable to
Pricr eSmart, Inc.
$
$
31,741
66,048
13,347
4,411,842
3,652,511
45,217
60,887
15,172
4,066,093
3,384,945
41,520
56,030
56,879
3,619,871
2,975,338
34,374
54,501
48,551
3,329,188
2,774,778
30,981
52,149
49,140
3,223,918
2,695,691
552,055
511,346
484,637
429,954
409,255
7,179
7,747
1,432
5,658
744
184,516
(15,305)
—
—
1,471
—
1,265
167,066
(10,645)
—
—
849
—
1,027
158,020
(10,834)
—
—
1,545
—
443
122,468
(6,428)
—
—
2,726
—
1,079
115,167
(4,057)
169,211
156,421
147,186
116,040
111,110
(59,951)
(55)
(51,858)
(10)
(48,969)
(58)
(37,764)
(95)
(37,560)
(61)
109,205
$
104,553 $
98,159
$
78,181
$
73,489
-
(19)
(196)
(72)
(298)
109,205
$
104,534
$
97,963
$
78,109
$
73,191
NETEE INCOME ATTRIBRR UTABTT LE TO PRICRR ESMARTAA , INC. PEREE SHAREHH
:
AVAILAII BLE FOR DISTII RIBUII TIUU ONII
Basic
Diluted
Weighted average common
shares - basic
Weighted average common
shares - diluted
$
$
3.51
3.50
$
$
3.38
3.38
$
$
3.18
3.18
$
$
2.55
2.55
$
$
2.40
2.40
30,763
30,591
30,403
30,259
30,195
30,786
30,600
30,403
30,259
30,195
1
SELEEE CTEE ED FINAII NCIAA
ALII
DATATT - (Continued)dd
As of August 31,
2023
2022
2021
2020
2019
(in thousands)dd
$
239,984
$
237,710
$
202,060
$
299,481
$
102,653
91,081
12,218
11,160
13,663
50,233
13,419
46,509
4,290
17,045
3,583
$
2,005,608
$
1,808,400
$
1,705,790
$
1,656,825
$
1,296,411
139,680
1,107,043
137,271
991,073
129,505
915,345
132,047
831,719
89,586
797,351
$
28,540
$
26,559
$
21,531
$
21,426
$
21,341
BALANCAA E SHEEHH TEE DATA:TT
Cash and cash equivaii
lents
Short-rr term investments
Short-rr term and long-term restricted cash
Total Assets (1)
Long-termrr debt
Total Pricr eSmart stockholders’ equityii
attribrr utable to Pricrr eSmart, Inc. stockholders
Diviii dends paid on commonmm stock attribr utable to
Pricr eSmart, Inc. stockholders (2)
(1) Effeff ctive September 1, 2019, we adopted the requirements of Accounting Standards Update (ASU) 2016-02, "Leases (TopiTT c 842)" (ASC
842) using the modified retrospective approach, under which financial results reporterr d in prior periods were not restated. As a result, the
Total Assets as of August 31, 2023, August 31, 2022, August 31, 2021, and August 31, 2020, are not comparable with that as of August
31, 2019.
(2) On Februarr
ry 3, 2023, Februarr
ry 3, 2022, Februarr
ry 4, 2021, Februarr
ry 6, 2020, and January 30, 2019, the Company declared cash dividends
on its common stock.
2
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our audited consolidated financial statements
and related notes thereto included elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains
forward-looking statements concernirr ng PriceSmart, Inc.'s ("PriceSmart", the "Compam ny", "we" or “our”) anticipated future
revenues and earnings, adequaq cy of future cash flows, omni-channel initiatives, proposed warehouse club openings, and the
Company's perforff mance relative to competitors and related matters. These forward-looking statements include, but are not limited
“should,” “projeo ct,” “estimate,” “anticipated,”
to, statements containing the words “expect,” “believe,” “will,” “may,”yy
“scheduled,” “intend,” and like expressions, and the negative thereof. Forward-looking 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 andd
uncertainties that could causa e actual results to differff materially including, but not limited to the risks detailed in this Annual
Report on Form 10-K under the heading Part I. “Item 1A. Risk Factors.” These risks are not the only risks that the Company
faces. The Company could also be affeff cted by additional factors that apply to all companies operating globally and in the U.S.,
as well as other risks that are not presentlyy known to the Companyy or that the Companyy currentlyy considers to be immaterial.
Overview
PriceSmart, headquartered in San Diego, California, owns and operates U.S.-style membership shopping warehouse
clubs in Latin America and the Caribbean, selling high quality merchandise and services at low prices to our Members. We
operate 53 warehouse clubs in 12 countries and one U.S. territory (ten in Colombia; eight in Costa Rica; seven in Panama; six in
Guatemala; five in the Dominican Republic; four in Trinidad; three each in in Honduras and El Salvador, two each in Nicaragua
and Jamaica; and one each in Aruba, Barbados, and the United States Virgin Islands). 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 is being built on a five-acre property and is anticipated to open in early 2024. Once this new
club is open, we will operate 54 warehouse clubs. Our corporate headquarters, U.S. buying operations and regional distribution
centers are located primarily in the United States. Our operating segments are the United States, Central America, the Caribbean,
and Colombia. All intercompany balances and transactions have been eliminated in consolidation.
Mission and Business Strategy
PriceSmart exists to improve the lives and businesses of our Members, our emplm oyees 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 profitabla y and provides a good return to our investors, by providing Members in emerging andd
developing markets with exciting, high-quality merchandise sourced from around the world and valuable services at compelling
pprices in safe U.S. styltt e clubs and through PriceSmart.com. We prioritize the well-being and safety of our Members andd
employees. We provide good jobs, fair wages and benefits and opportunt
ities for advancement. We strive to treat our suppliers
rigght and empom wer them when we can, includi gng both our reggional suppliers and those from around the world. We conducd tt
ourselves in a socially responsible manner as we endeavor to improve the quality of the lives of our Members and their businesses,
while respecting the environment and the laws of all the countries in which we operate. We also believe in facilitating
pphilanthrt opic contritt butions to communities in which we do business. We charge Members an annual membership fee that enables
us to operate our business with lower margins than traditional retail stores. As we continue to invest in technological capaaa bia lities,
we are increasing our tools to drive sales and operational effiff ciencies. We believe we are well positioned to blend the exciteme tnt
and appeal of our brick-and-mortar business with the convenience and additional benefits of online shoppi gng and services and,
meanwhile, enhance Member experience and enggaggement.
3
Factors Affeff cting the Business
Overall economic trends, ffore gign currencyyc exch gange volatili yty,yy and othett
r ffactorsrr impacm
ti gng the business.
Our sales and profits vary from market to market depending on general economic factors, including GDP growth;
consumer preferff ences; foreign currency exchange rates; political 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 dire tct
investments. Uncertain economic conditions and slowdown in global economic growth and investment may impam ct the economies
in our markets, causingg siggnificff ant declines in GDP and emplm yoyment and devaluations of local currencies gagainst the U.S. dollar.
For fiscal year 2023, inflation in all of our markets and devaluations of local currencies, especially in Colombia for pa trt
of the year, created significff ant headwinds. However, some markets, especially Costa Rica, benefited from currency appreciation
which helped offsff et the currency devaluations we experienced in other countries. Subsu tantial product cost increases due to
inflation or commodity price increases have and could continue to impam ct our financial results and could lead to reduced sales,
fewer units sold, and/or margin pressure. Events directly or indirectly related to the novel coronavirus outbrt eak (COVID-19)
tions. These factors have increased the complexity of managing our inventory
have resulted in market and supply-chain disrupr
flow and business; however, during fiscal year 2023, we saw a general improvement in transit daysa
and a reduction in freight
rates of our shipping containers. We are working to hold down and/or mitigate the price increases passed on to our Members
while maintaining the right inventoryrr mix to grow sales. One key mitigating factor has been our expanded networkr of distribution
centers, which has facilitated alternative shippi gng routes, increased thro gughput, and provided flexibilityy to mitiggate our suppu
yly
chain challe gnges and risks more effeff ctivelyy.
Currency fluctuation can be one of the largest variables affeff cting our overall sales and profitff perforff mar
nce, as we have
experienced in prior fiscal years, because many of our markets are susceptible to foreign currency exchange rate volatility. During
fiscal year 2023, approximately 78.8% of our net merchandise sales were in currencies othet
r than the U.S. dollar. Of those sales,
48.4% consisted of sales of producd ts we purchased in U.S. dollars.
A devaluation of local currency reduces the value of sales and membership income that is generated in that countrytt
when translated to U.S. dollars for our consolidated results. In addition, when local currency experiences devaluation, we may
elect to increase the local currency price of imported merchandise to maintain our target margins, which could impam ct demand
for the merchandise affeff cted by the price increase. We may also modify the mix of imporm ted versus local merchandise and/or the
source of imported merchandise to mitigate the impam ct of currency fluctuations. Our Colombia market experienced significantt
foreign currency devaluation during the first three quarters of fiscal year 2023 compared to fiscal year 2022. Notwithstanding
inflation and this currency devaluation in Colombia, beginning in the third quarter of fiscal year 2023, we strategically decreasedd
sales prices in select items across all of our imported merchandise categories in Colombia. During the fourth quarter of fiscal
year 2023, the Colombian peso began to appreciate against the U.S. dollar and stabilize, but we continue to maintain our pricing
actions in the meantime. Despite the foreign currency difficff ulties, we continue to see Colombia as a key market for growth and
have continued to invest in this market, recently opening our tenth warehouse club in the country,rr
located in Medellín. Informationn
about the effeff ct of local currency devaluations is discussed furthet
r in “Management’s Discussion and Analyysis of Financial
Condition and Results of Operations - Net Merchandise Sales and Comparable Sales.”
Our wallet-share capta urtt e of total retail and wholesale sales can vary from market to market due to competition and the
availabia lity of other shopping options for our Members. Demographic characteristics within each of our markets can affeff ct botht
the overall level of sales and future sales growth opportuni
a, Barbados and the U.S.
Vi grgin Islands, offeff
r limited upside for sales ggrowth ggiven their overall market size.
ties. Certain island markets, such as Arubrr
t
We continue to face the risk of political instability which may have significant effeff cts on our business. For examplm e,
roadbld ocks were set up in Guatemala in October 2023 due to election results, limiting access to certain of our warehouse clubs.
ting traffiff c to our clubs throughout most of the market as aa
In addition, roadbld ocks also arose in Panama in October 2023 disrupr
reaction to an agreement between the Panamanian government and a mining company. Civil unrest in Colombia in response to
tax reform and austerity measures paralyzed significff ant portions of the country’rr
ed
normal economic activity during the third quarter of fiscal year 2021. Nicaragua and Honduras experienced anti-government
pprotests in 2019; Costa Rica also had a ggeneral strike gagainst tax reform measures that siggnificant yly impeded reggular economic
activityy in 2018.
ture as roadbld ocks and riots disrupt
s infrastrucrr
rr
4
Our operations are subject to volatile weather conditions and natural disasters. In November 2020, Hurricanes Eta andd
ded
Iota brought severe rainfall, winds, and flooding to a significant portion of Central America, especially Honduras, which causa
significant damage to parts of that country’rr
ture. Although our warehouse clubs were not significff antly affeff cted and we
were able to manage our supply chain to keep our warehouse clubs stocked with merchandise, similar natural disasters could
adverselyy impam ct our overall sales, costs and profitff perforff mance in the future.
s infrastrucrr
Changes in tax laws, increases in the enacted tax rates, adverse outcomes in connection with tax audits in any jurisdiction,
or any change in the pronouncements relating to accounting for income taxes could have a material adverse effeff ct on our financial
condition and results of operations. In one of the countries where we operate, the government made changes several years ago in
ents, under which the government sought to require retailers to paya taxes based on
the method of computing minimum tax payma
tive Minimumm
a percentage of sales if the resulting tax were greater than the tax payabla e based on a percentage of income (Alternar
s
Tax or "AMT"). We, together with our tax and legal advisers, appealed these interpretations and litigated our cases in the country’rr
court system. However, in the fourth quarter of fiscal year 2023, we recorded a $7.2 million charge to settle the AMT payma
entt
dispute in this country.rr Of this amount, $1.0 is related to the reserve for an income tax receivabla e for one of the tax years forr
which we sought a refund and the remaining $6.2 million is an accruarr
l for the unpan id years of the dispute. As part of the settlement,
rd basis, including for fiscal year 2023 for which the amount accruerr d was $2.0 million. To
we will payaa AMT on a go-forff warr
in which significff ant tax legislation changes can significff antly impam ct our low
address the inherent risk of operating in a countryrr
margin business model and limitations on our ability to successfulff
ly appeal these burdensome taxes, we have increased prices in
this market to offsff et or partial yly offsff et the rise in costs to comp yly with the annual AMT payyment.
Periodically, we experience a lack of availabia lity of U.S. dollars in certain markets (U.S. dollar illiquidity)tt
. This can and
has impeded our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. doll rar
liabilities associated with our imported products and to othet
rwise redeploy these funds in our Company. This illiquidity also
increases our foreign exchange exposure to any devaluation of the local currency relative to the U.S. dollar. For instance, during
fiscal year 2021, we experienced significff ant limitations on our ability to convert Trinidad dollars to U.S. dollars or other tradable
currencies. Our balance as of August 31, 2023 of Trinidad dollar denominated cash and cash equivalents and short and long-termm
investments measured in U.S. dollars was $18.2 million, a decrease of $82.3 million from the peak of $100.5 million as
fof
NNovember 30, 2020. However, as the Trinidad central bank strictly manages the exchange rate of the Trinidad dollar with the
U.S. dollar and affeff cts the level of U.S. Dollar liquidity in the market through its interventions, we are subju ect to continued
challenges in converti gng our Trinidad dollars to U.S. dollars, as well as beingg exposed to the risk of a potential devaluation of the
curren ycy.
During the third quarter of fiscal year 2023, the Honduran Central Bank began limiting the availabia lity and controlling
the allocation of U.S. dollars for the conversion from Honduran lempiras to U.S. dollars. As of August 31, 2023, our Honduran
subsidiary had approximately $19.6 million of cash and cash equivalents denominated in lempiras, which cannot be readily
converted to U.S. dollars for general use within the Companyy. We are active yly workingg with our bankingg partnett
rs and ggovernme tnt
authorities to address this situation.
We face difficff ulties in the shipment of, and the risks inherent in the impom rtation of,ff merchandise to our warehouse clubs.
One of those difficulties is possible governmental restrictions on the impom rtation of merchandise. In late Maya 2023, disputes with
NNicaraguan customs and tax authorities resulted in delays in the issuance of our importation clearance, and general delays in the
customs inspection process. While this situation has occurred frequently in the last few years, we generally have been able to
pplan around these import blockagges and resume within a manner of dayysa . However, the most recent delayya in obtainingg impom rtationn
clearance, resulted in us being unabla e to import merchandise into Nicaragua for several weeks in June. While at this time our tax
clearances and impom rts seem to have returned to a more normal cadence, we continue to monitor this situation closely and are
workingg with local offiff cials to seek continui yty of impom rts into Nicaraggua as well as the other jjurisdictions in which we operate.
5
Financial highlights for the fourth quarter of fiscal year 2023 included:
Total revenues increased 9.5% over the comparable prior year period.
•
• Net merchandise sales increased 10.0% over the comparable prior year period. We ended the quarter with 51 warehouse
clubs compared to 50 warehouse clubs at the end of the fourth quarter of fiscal year 2022. Net merchandise sales -
constant currency increased 6.4% over the comparable prior year period.
Comparable net merchandise sales (that is, sales in the 50 warehouse clubs that have been open for greater than 13 ½
) for the 13 weeks ended Septembem r 3, 2023 increased 8.8%. Comparable net merchandise sales -
calendar monthst
constant currency for the 13 weeks ended September 3, 2023 increased 5.2%.
•
• Membership income for the fourth quarter of fiscal year 2023 increased 10.6% to $17.2 million over the comparable
•
•
prior year period.
Total gross margins (net merchandise sales less associated cost of goods sold) increased 10.6% over the prior-year
period, and merchandise gross profitff s as a percent of net merchandise sales were 15.6%, an increase of 10 basis points
or 0.1% from the same period in the prior year.
Selling, general and administrative expenses increased $25.2 million or 18.8% compared to the fourth quarter of fiscal
year 2022, primarily due to $9.2 million of costs associated with the reserve for the AMT settlement and $5.7 million of
asset impairmer
nt and closure costs as well as higher compensation, depreciation, and profesff
sional fees.
• Operating income for the fourth quarter of fiscal year 2023 was $32.1 million, a decrease of 17.5%, or $6.9 million,
compared to the fourth quarter of fiscal year 2022, primarily due to costs associated with the reserve for the AMT
settlement and asset impairmer
nt and closure costs.
• We recorded a $1.5 million net loss in total other expense, net in the fourth quarter of fiscal year 2023 compared to a
$3.5 million net loss in total othet
r expense, net in the same period last year primarily due to an increase in interest
income of $3.0 million, comparatively, becausa e of significff antly more investments of surplus cash at higher yields, and
partially offsff et by an increase in other expense of $1.0 million, primarily due to an increase in total foreign currency
transaction losses.
• Our effeff ctive tax rate increased in the fourth quarter of fiscal year 2023 to 49.9% from 34.2% in the fourth quarter of
fiscal year 2022. The increase in the effeff ctive rate versus the prior year was primarily attributable to the comparably
unfavorabla e impam ct of 11.6% due to the AMT settlement and 5.4% unfavorabla e impam ct from asset impam irmer
nt and related
closure costs.
• Net income attributable to PriceSmart for the fourth quarter of fiscal year 2023 was $15.4 million, or $0.49 per diluted
share, inclusive of a negative impact of $0.30 per diluted share for costs related to the reserve for the AMT settlement
and $0.18 per diluted share of asset impairment and closure costs, compared to $23.3 million, or $0.75 per diluted share,
in the fourth quarter of fiscal year 2022.
• Adjud sted net income attributable to PriceSmart for the fourth quarter of fiscal year 2023 was $20.4 million, or an adjud sted
$0.65 per diluted share, inclusive of a negative impam ct of $0.30 per diluted share for costs related to the reserve for the
AMT settlement, compared to adjud sted net income of $23.3 million, or $0.75 per diluted share, in the comparable prior
year period.
• Adjud sted EBITDA for the fourth quarter of fiscal year 2023 was $57.2 million compared to $56.6 million in the same
period last year.
6
Financial highlights for fiscal year 2023 included:
Total revenues increased 8.5% over the comparable prior year period.
•
• Net merchandise sales increased 9.0% over the comparable prior year period. We ended the year with 51 warehouse
clubs compared to 50 warehouse clubs at the end of fiscal year 2022. Net merchandise sales - constant currency increased
8.3% over the comparable prior year period.
Comparable net merchandise sales (that is, sales in the 50 warehouse clubs that have been open for greater than 13 ½
) for the 52 weeks ended Septembem r 3, 2023 increased 7.1%. Comparable net merchandise sales -
calendar monthst
constant currency for the 52 weeks ended September 3, 2023 increased 6.3%.
•
• Membership income increased 8.5% to $66.0 million.
•
Total gross margins (net merchandise sales less associated cost of goods sold) increased 12.2% over the prior-year
period, and merchandise gross profitff s as a percent of net merchandise sales were 15.8%, an increase of 50 basis points
or 0.5% from the same period in the prior year.
Selling, general and administrative expenses increased $60.7 million or 11.8% compared to fiscal year 2022. We
incurred $7.7 million of CEO departurtt e-related costs, $9.2 million of costs related to the reserve for the AMT settlement,
and $5.7 million of asset impam irment and closure costs in the current-year period.
•
• Operating income was $184.5 million, an increase of 10.4%, or $17.4 million, compared to fiscal year 2022, primarily
due to costs associated with the reserve for the AMT settlement and asset impairment and closure costs.
• We recorded a $15.3 million net loss in total other expense, net in fiscal year 2023 compared to a $10.6 million net loss
r expense, net in the same period last year primarily due to an increase of $10.9 million of other expense,
in total othet
which is primarily foreign currency transaction losses, partially offsff et by an increase of $7.7 million in interest income
comparatively.
The effeff ctive tax rate for fiscal year 2023 was 35.4% as compared to the effeff ctive tax rate for fiscal year 2022 of 33.2%.
The increase is primarily driven by the comparably unfavorabla e impact of write-offsff of VAT receivabla es, Aeropost
and asset impairment and related closure costs of 2.2% and a 1.8% unfavorabla e impam ct due to the AMT
write-offsff
settlement. This was partially offsff et by a greater portion of income falling into lower tax jurisdictions which resulted in
a 2.0% favorabla e impact.
•
• Net income attributable to PriceSmart for fiscal year 2023 was $109.2 million, or $3.50 per diluted share, inclusive of a
negative impam ct of $0.30 per diluted share for costs related to the reserve for the AMT settlement and $0.18 per diluted
share of asset impairmer
nt and closure costs, compared to $104.5 million, or $3.38 per diluted share, in the comparable
prior year period.
• Adjud sted net income attributable to PriceSmart for fiscal year 2023 was $126.5 million, or an adjud sted $4.06 per diluted
share, inclusive of a negative impact of $0.30 per diluted share for costs related to the reserve for the AMT settlement,
compared to adjud sted net income of $103.1 million, or an adjud sted $3.33 per diluted share, in the comparable prior year
period.
• Adjud sted EBITDA for fiscal year 2023 was $275.7 million compared to $234.9 million in the same period last year.
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 (General yly Accepted Accounti gng Principles). In addition to relevant GAAP measures, we also provide non-GAAP
measures including adjud sted net income, adjud sted net income per diluted share, adjud sted EBITDA and net merchandise sales -
constant currency because management believes these metrics are usefulff
to investors and analysts by excluding items that we do
not believe are indicative of our core operating perforff mance. These measures are customary for our industry and commonly us ded
byby competitors. These non-GAAP financial measures should not be reviewed in isolation or considered as an alternative to any
other perforff mar
nce measure derived in accordance with GAAP and mayy not be comparable to similarlyy titled measures used yby
other companies in our indust yrytt
or across differff ent industries.
Adjudd sted Net Income and Adjudd sted Net Income per Diluted Sharerr
The adjud sted net income and adjud sted net income per diluted share metrics are important measures used by manageme tnt
to compare the perforff mance of core operating results between periods. We define adjud sted net income as net income, as reported,
adjud sted for: separation costs associated with the departurt e of our former Chief Executive Offiff cer, gain on the sale of our Aeropostt
subsidiary,yy the write-offff of certain Aeropost receivabla es, the write-offff of certain VATAA receivabla es following unfavorabla e courtt
rulings, asset impairmer
nt on our assets held for sale and closure costs, the gain on the acquisition of a building, and the tax impa tct
of the foregoing adjud stments on net income. We define adjjud sted net income per diluted share as adjjud sted net income divided yby
the we gighted-averagge diluted shares outstandi gng.
7
We believe adjud sted net income and adjud sted net income per diluted share are usefulff metrics to investors and analysts
bbecause they present more accurate year-over-year comparisons for our net income and net income per diluted share because
adjjud sted items are not the result of our normal operations.
Three Months Ended
Years Ended
August 31,
2023
August 31,
2022
August 31,
2023
August 31,
2022
NNet income attributable to PriceSmart as reported
$
15,381
$
23,304 $
109,205 $
104,534
Adjud stments:
Separation costs associated with Chief Executive Offiff cer
departurt e (1)
Gain on sale of Aeropost subsidiary (2)
(3)
Aeropost-related write-offsff
VATAA receivabla e write-offff (4)
Asset impam irment and closure costs (5)
Gain on acquisition of building (6)
Tax impam ct of adjud stments to net income (7)
Adjud sted net income attributable to PriceSmart
NNet income attributable to PriceSmart per diluted share
Separation costs associated with Chief Executive Offiff cer
departurt e
Gain on sale of Aeropost subsidiary
Aeropost-related write-offsff
VATAA receivabla e write-offff
Asset impam irment and closure costs
Gain on acquisition of building
$
$
—
—
—
—
5,658
(948)
266
20,357
0.49
—
—
—
—
0.18
(0.02)
$
$
—
—
—
—
—
—
—
7,747
—
2,786
2,309
5,658
(948)
(284)
—
(2,736)
—
—
—
—
1,280
23,304 $
126,473 $
103,078
0.75 $
3.50 $
3.38
—
—
—
—
—
—
0.23
—
0.09
0.08
0.18
(0.02)
—
(0.05)
—
—
—
—
Adjud sted net income attributable to PriceSmart per diluted share $
0.65
$
0.75 $
4.06 $
3.33
(1) Reflects $7.7 million of separation costs associated with the departurtt e of our former Chief Executive Offiff cer in Februarr
(2) Reflects a gain of $2.7 million associated with the sale of our Aeropost subsu idiary in October 2021.
(3) Reflects $2.1 million of Aeropost-related write-offsff in the first quarter of fiscal year 2023 and $660,000 of a receivable written-off in
ry 2023.
connection with the settlement in the third quarterr
business.
r of fiscal year 2023 of a claim for indemnificff ation from the buyer of the Aeropost
(4) Reflects $2.3 million of VATAA receivables related to prior periods deemed not recoverable and written-offff in the third quarter of fiscal year
2023 following unfavff orable courtrr rulings.
(5) Reflects $5.7 million of impairment charges primarily related to the write down of assets in connection with our decision in the fourth
quarter of fiscal year 2023 to seek to sell our Trinidad sustainable packaging plant.
(6) Reflects a $950,000 gain related to a building we acquired upon the early termination of a lease in which we were the lessor of the land
on which the building was construcrr
ted by and abandoned by one of our tenants.
(7) Reflects the tax effeff ct of the above-mentioned adjud stments.
8
Adjudd sted EBITBB DATT
Adjud sted EBITDA is defined as net income before interest expense, net, provision for income taxes and depreciation
r items, including interest income; other income (expense), net; separation
and amortization, adjud sted for the impam ct of certain othet
costs associated with Chief Executive Offiff cer departurtt e; asset impairment and closure costs; Aeropost write-offsff
fof
certain VATAA receivabla es followingg unfavorabla e court ruli gng .s The following is a reconciliation of our Net income to Adjud sted
EBITDA for the periods presented:
; the write-offff
Three Months Ended
Years Ended
August 31,
2023
August 31,
2022
August 31,
2023
August 31,
2022
NNet income attributable to PriceSmart as reported
$
15,381
$
23,304 $
109,205
$
104,534
Adjud stments:
Interest expense
Provision for income taxes
Depreciation and amortization
Interest income
Other expense, net (1)
Separation costs associated with Chief Executive Offiff cer
departurt e (2)
Aeropost-related write-offsff
VATAA receivabla e write-offff (4)
Asset impam irment and closure costs (5)
(3)
Adjud sted EBITDA
2,710
15,304
19,434
(3,611)
2,361
—
—
—
5,658
2,787
12,129
17,610
(661)
1,402
—
—
—
—
11,020
59,951
72,698
(9,871)
14,156
7,747
2,786
2,309
5,658
9,611
51,858
67,868
(2,201)
3,235
—
—
—
—
$
57,237
$
56,571 $
275,659
$
234,905
(1)
Primarily consists of foreign currency losses or gains due to the revaluation of monetary assets and liabilities (primarily U.S. dollars). This
line item includes a gain of $950,000 associated with the acquisition of a building upon a lease termination in the fourth quarter of fiscal
year 2023 and a gain of $2.7 million associated with the sale of our Aeropost subsu idiary in October 2021.
(2) Reflects $7.7 million of separation costs associated with the departurtt e of our former Chief Executive Offiff cer in Februarr
(3) Reflects $2.1 million of Aeropost-related write-offsff
in the first quarter of fiscal year 2023 and $660,000 of a receivable written-offff in
connection with the settlement in the third quarter of fiscal year 2023 of a claim for indemnificff ation from the buyer of the Aeropost
business.
ry 2023.
(4) Reflects $2.3 million of VATAA receivables related to prior periods deemed not recoverable and written-offff in the third quarter of fiscal year
2023 following unfavff orable courtrr rulings.
(5) Reflects $5.7 million of impairment primarily related to the write down of assets in connection with our decision in the fourth quarter of
fiscal year 2023 to seek to sell our Trinidad sustainable packaging plant.
Net Merchandise Sales - Constant Currenrr
cy
As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. The translation of the
operations of our foreign-based entities from their local currencies into U.S. dollars is sensitive to changes in foreign currency
exchange rates and can have a significant impact on our reported financial results. We believe that constant currency is a usefulff
measure, indicating the actual growth of our operations. When we use the term "net merchandise sales - constant currency", it
means that we have translated current year net merchandise sales at prior year monthlt y average exchanges rates. Net merchandise
sales - constant currency results exclude the effeff cts of foreign currency translation. Impact of foreign currency is the effeff ct of
currency fluctuations on our net merchandise sales. Refer to “Management’s Discussion & Analysis – Net Merchandise Sales”
and Refer to “Management’s Discussion & Analysis – Comparable Net Merchandise Sales” for our quantitative analysis and
discussion. Reconciliations between net merchandise sales - constant currency and comparable net merchandise sales - constant
currency and the most directly comparable GAAP measure are included where applicable.
9
Comparison of Fiscal Year 2023 to 2022
The following discussion and analysis compare the results of operations for the fiscal years ended August 31, 2023 and
2022 and should be read in conjunction with the consolidated financial statements and the accompanying notes included
elsewhere in this report. For a comparison of the fiscal years ended August 31, 2022, and 2021, please see Part II. “Item 7.
Management’s Discussion and Analysis of Results of Operations and Financial Condition” in the Company’s Annual Report on
Form 10-K for the fiscal year ended August 31, 2022, filed with the SEC on October 31, 2022. Unless otherwise noted, all tabla es
present U.S. dollar amounts in thousands. Certain percentages presented are calculated using actual results prior to rounding. Our
operations consist of four reportable segments: Central America, the Caribbean, Colombia and the United States. The Company’s
reportable segments are based on management’s organization of these locations into operating segments by general geographi
c
location, which are used by management and the Company's chief operating decision maker in setting up management lines of
nce. Segment
responsibility, providing support services, and making operational decisions and assessments of financial perforff mar
r converting to U.S. dollars and consolidating eliminations. From time to time, we revise the
amounts are presented afteff
measurement of each segment's operating income, including certain corporate overher
ad allocations, and other measures as
determined by the information regularly reviewed by our chief operating decision maker. When we do so, the previous period
amounts and balances are reclassified to conforff m to the current period's presentation.
a
Net Merchandise Sales
The following tabla es indicate the net merchandise club sales in the reportable segments in which we operate and the
percentage growth in net merchandise sales by segment during fiscal years 2023 and 2022.
Years Ended
August 31, 2023
August 31, 2022
Amount
% of net
sales
Increase/
(Decrease)
from prior
year
Change
Amount
% of net
sales
Central America
$ 2,620,002
60.9 % $
283,502
12.1 % $ 2,336,500
59.2 %
Caribbean
Colombia
1,250,700
430,004
29.1
10.0
111,377
(38,990)
9.8
(8.3)
1,139,323
468,994
28.9
11.9
NNet merchandise sales
$ 4,300,706
100.0 % $
355,889
9.0 % $ 3,944,817
100.0 %
Overall, net merchandise sales grew by 9.0% for fiscal year 2023 compared to fiscal year 2022, driven by a 3.6% increase
in transactions and a 5.2% increase in average ticket. Transactions represent the total number of visits our Members make to our
warehouse clubs resulting in a sale and the total number of PriceSmart.com curbside pickupk
and delivery service transactions.
Average ticket represents the amount our Members spend on each visit or PriceSmart.com order. We had 51 clubs in operation
as of August 31, 2023 compared to 50 clubs as of August 31, 2022.
Net merchandise sales in our Central America segment increased 12.1% during fiscal year 2023. This increase had a
720 basis point (7.2%) positive impam ct on total net merchandise sales growth. All markets within this segment had positive net
merchandise sales growth for the twelve-montht period ended August 31, 2023. We added one new club to the segment when
compared to the comparable prior-year period. We opened our third warehouse club in El Salvador in Maya 2023.
Net merchandise sales in our Caribbean segment increased 9.8% during fiscal year 2023. This increase had a 280 basis
point (2.8%) positive impam ct on total net merchandise sales growth. All of our markets in this segment had positive net
merchandise sales growth.
Net merchandise sales in our Colombia segment decreased 8.3% during fiscal year 2023. This decrease had a 100 basis
point (1.0%) negative impact on total net merchandise sales growth. The primary driver of the decreased sales for the year was
due to the significant devaluation of the Colombian peso during the first three quarters of fiscal year 2023. During the fourth
quarter of fiscal year 2023, the Colombian peso appreciated compared to the comparable prior year period and net merchandise
sales grew 2.1% in the fourth quarter of fiscal year 2023 compared to the same period in the prior year.
10
The following tabla e indicates the impact that currency exchange rates had on our net merchandise sales in dollars and
the percentage change from the twelve-month period ended August 31, 2023. When we use the term "net merchandise sales -
constant currency", it means that we have translated current year net merchandise sales at prior year monthly average exchanges
rates. Net merchandise sales - constant currency results exclude the effeff cts of foreign currency translation. Impact of foreign
currency is the effeff ct of currency fluctuations on our net merchandise sales.
Net
Merchandise
Sales
2,620,002 $
1,250,700
430,004
4,300,706 $
$
$
Net
Merchandise
Sales -
Constant
y
Currency
2,534,980 $
1,245,517
492,581
4,273,078 $
Year Ended
g
August 31, 2023
Net
Merchandise
Sales
Growth/
(Decline)
Net
Merchandise
Sales -
Constant
Currency
Growth
12.1 %
9.8
(8.3)
9.0 %
8.5 %
9.3
5.0
8.3 %
Impact of
Foreign
Currency
g
Exchange
85,022
5,183
(62,577)
27,628
% Impact of
Foreign
Currency
g
Exchange
3.6 %
0.5
(13.3)
0.7 %
Central America
Caribbean
Colombia
Consolidated total
Overall, the effeff cts of currency fluctuations within our markets had an approximately $27.6 million, or 70 basis point
(0.7%), positive impact on net merchandise sales for the twelve-months ended Auggust 31, 2023.
Currency fluctuations had a $85.0 million, or 360 basis point (3.6%), positive impam ct on net merchandise sales in our
Central America segment for the twelve months ended August 31, 2023. These currency fluctuations contritt buted approximately
220 basis points (2.2%) of positive impact on total net merchandise sales for fiscal year 2023. The Costa Rica colón appreciated
significantly against the dollar as compared to the same period a year ago, which was a significff ant contritt buting factor to the
favorabla e currency fluctuations in this segment.
Currency fluctuations had a $5.2 million, or 50 basis point (0.5%), positive impact on net merchandise sales in our
Caribbean segment for the twelve months ended August 31, 2023. These currency fluctuations contributed approximately 10
basis points (0.1%) of positive impact on total net merchandise sales growth for the current fiscal year period. The positive impact
was primarily driven by the appreciation of the Dominican peso as compared to the same period last year.
Currency fluctuations had a $62.6 million, or 1,330 basis point (13.3%), negative impact on net merchandise sales in
ended August 31, 2023. These currency fluctuations contributed approximately 160
our Colombia segment for the twelve monthst
basis points (1.6%) of negative impact on total net merchandise sales for the current fiscal year period.
Net Merchandise Sales by Category
The following tabla e indicates the approximate percentage of net sales accounted for by each majoa r categoryrr of items
sold during the fiscal years ended August 31, 2023 and 2022:
Foods & Sundries
Fresh Foods
Hardlines
Softlines
Other Business
NNet Merchandise Sales
Years Ended August 31,
g
2023
2022
50 %
29
11
5
5
100 %
49 %
29
11
6
5
100 %
The mix of sales by majoa r category changed slightly. Foods & Sundries increased approximately 1%, while Softlines
in consumer preferff ences contrit buted to the changes in
decreased approximately 1% between fiscal year 2023 and 2022. Shiftsff
category mix.
11
Comparable Merchandise Sales
We report comparable warehouse club sales on a “same week” basis with 13 weeks in each quarter beginning on a
Monday and ending on a Sunday.aa The periods are establa ished at the beginning of the fiscal year to provide as close a match as
ppossible to the calendar montht and quarter that is used for financial reporting purposes. This approach equalizes the number
fof
weekend days and weekdays in each period for imprm oved sales comparison, as we experience higher warehouse club sales on the
weekends. Approximately every five years, the Company uses a 53-week year and a six-week “August” to account for the fa tct
that 52 weeks is only 364 days. For fiscal year 2022, we used a 53-week year and a six-week “August.” However, for fiscal ye rar
2023, we have 52 weeks as per the standard calendar year. Furthet
r, each of the warehouse clubs used in the calculations was open
for at least 13 ½ calendar months before its results for the current period were compared with its results for the prior peri dod. As
a result, sales related to one of our warehouse clubs opened during fiscal year 2023 will not be used in the calculation fof
comparable sales until th yey have been open for at least 13 ½ months. Thereforff e, comparable net merchandise sales include 50
warehouse clubs for the fifty-two week period ended September 3, 2023.
The following tabla es 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 fifty-tt
two week period ended September 3, 2023, compared
to the same fifty-two week period of the prior year and the fiftyy-three week period ended Septembem r 4, 2022 compared to the
fiftyy-three week period of the prior year:
Central America
Caribbean
Colombia
Consolidated comparable net merchandise sales
% Increase/(Decrease)
in Comparable
Net Merchandise Sales
Fifty-Two
Weeks Ended
Fifty-Three Weeks
Ended
September 3, 2023 September 4, 2022
10.9 %
5.9
(9.2)
7.1 %
10.4 %
12.7
4.5
10.4 %
the fifty-tt
Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ monthst
two week period ended Septembem r 3, 2023 increased 7.1%.
for some or all of
Comparable net merchandise sales in our Central America segment increased 10.9% for the fifty-two week period ended
Septembem r 3, 2023. The positive comparable net merchandise sales growth for our Central America segment contritt buted
approximately 650 basis points (6.5%) of positive impact in total comparable merchandise sales.
For the fifty-tt
two weeks ended Septembem r 3, 2023, strong perforff mance in our largest market, Costa Rica, contributed
approximately 340 basis points (3.4%) of positive impact on total comparable net merchandise sales. During the year, Costa Rica
experienced significant appreciation of the Costa Rica colón versus the comparable prior year period, which positively affeff cted
comparable net merchandise sales. The relatively smaller markets of Hondurdd as, Guatemala, Nicaragua, and El Salvador, along
with our second largest market, Panama, contributed approximately 310 basis points (3.1%) of positive impact on total
comparable net merchandise sales.
Our Caribbean segment increased 5.9% for the fifty-tt
two week period ended September 3, 2023. This increase
contritt buted approximately 170 basis points (1.7%) of positive impam ct in total comparable net merchandise sales. Our Dominicanaa
Republu ic market continued its strong perforff mar
nce in the fifty-two week period, with 12.4% comparable net merchandise sales
growth.
Comparable net merchandise sales in our Colombia segment decreased 9.2% for the fifty-tt
two week period ended
Septembem r 3, 2023. This decrease contributed approximately 110 basis points (1.1%) of negative impam ct to the increase in total
comparable net merchandise sales. The year-to-date decrease is primarily due to the foreign currency devaluation.
When we use the term "compam rabla e net merchandise sales - constant currency", it means that we have translated current
year comparable net merchandise sales at prior year monthly average exchanges rates. Comparable net merchandise sales -
constant currency results exclude the effeff cts of foreign currency translation. Impact of foreign currency is the effeff ct of currency
fluctuations on our comparable net merchandise sales. The following tabla es illustrate the comparable net merchandise sales -
constant currency percentage growth and the impact that changes in foreign currency exchange rates had on our comparable
merchandise sales percentage growth for the fifty-two week period ended Septembem r 3, 2023:
12
Central America
Caribbean
Colombia
Consolidated comparable net merchandise sales
Fifty-Two Weeks Ended
September 3, 2023
Comparable Net
Merchandise Sales
Growth/ (Decline)
Comparable Net
Merchandise Sales
- Constant
Currency Growth
% Impact of
Foreign Currency
Exchange
10.9 %
5.9
(9.2)
7.1 %
7.3 %
5.5
3.9
6.3 %
3.6 %
0.4
(13.1)
0.8 %
Overall, the mix of currency fluctuations within our markets had an 80 basis point (0.8%) positive impact on comparable
net merchandise sales for the fifty-two week period ended September 3, 2023.
Currency fluctuations within our Central America segment accounted for approximately 240 basis points (2.4%) of the
positive impact on total comparable net merchandise sales for the fifty-tt
two week period ended September 3, 2023. Our Costa
Rica market was the main contributor as the market experienced currency appreciation when compared to the same periods last
year.
Currency fluctuations within our Caribbean segment accounted for approximately 10 basis points (0.1%) of positive
two week period ended September 3, 2023. Our Dominican
impact on total comparable net merchandise sales for the fifty-tt
Republu ic market experienced currency appa
reciation when compared to the same period last year.
Currency fluctuations within our Colombia segment accounted for approximately 170 basis points (1.7%) of negative
impact on total comparable net merchandise sales for the fifty-two week period ended September 3, 2023. This reflects the
devaluation of the Colombia peso throughout fiscal year 2023 when compared to the same period a year ago.
13
Membership Income
Membership income is recognized ratabla y over the one-year life of the membership.
Years Ended
August 31,
2023
August 31,
2022
% of Totala
tiaa ng
Operapp
Amoum nt
Income
Increase/
(Decrease)
from prior
year
%
Change
Memberbb ship
income % to
net
merchandise
salea s
% of Totala
tiaa ng
Operapp
Amoumm nt
Income
Membership income - Central Amermm icrr a
$39,707
$3,698
10.30%
1.50%
$36,009
Membership income - Caribbii
ean
Membership income - Colombia
17,635
8,706
1,290
173
7.9
2
1.4
2
16,345
8,533
Membership income - Total
$66,048
35.80%
$5,161
8.50%
1.50%
$60,887
36.40%
Number of accounts - Central Amermm icr a
1,005,609
Number of accounts - Caribbii
ean
Number of accounts - Colombia
Number of accounts - Total
467,661
334,345
1,807,615
53,780
13,964
(22,920)
44,824
5.70%
3.1
-6.4
2.50%
951,829
453,697
357,265
1,762,791
The number of Member accounts at the end of fiscal year 2023 was 2.5% higher than the prior year period. Membership income
increased 8.5% compared to the comparable prior-year period.
Membership income increased in our Central America, Caribbean, and Colombia segments in the twelve months ended
August 31, 2023. The consolidated increase in membership income is primarily due to an increase in the membership base since
the comparable prior year period. Since August 31, 2022, our Central America and Caribbean segments have increased their
membership base while our Colombia segment has faced a decline in its membership base. Inflation and significff ant foreign
currency devaluation have adversely impam cted our Members in that market. Despite the decline in membership base, our
Colombia segment saw an increase in membership income due to an increase in the membership fees charged to Members.
We offeff
r the Platinum Membership program in all locations where PriceSmart operates. The annual fee for a Platinum
Membership in most markets is approximately $75. The Platinum Membership program provides Members with a 2% rebate on
most items, up to an annual maximum of $500. We record the 2% rebate as a reduction on net merchandise sales at the time of
the sales transaction. Platinum Membership accounts are 8.9% of our total membership base as of August 31, 2023, an increase
from 7.4% as of August 31, 2022. Platinum Members tend to have higher renewal rates than our Diamond Members. For fiscal
year 2023, our auto-renewal process accounted for approximately 6.9% of our total membership renewals.
Our trailing twelve-month renewal rate was 86.9% and 88.9% for the periods ended August 31, 2023 and August 31,
2022, respectively.
14
Other Revenue
r revenue primarily consists of non-merchandise revenue from freight and handling fees generated from
the marketplt ace and casillero operations we sold in October 2021, our interest-generating portfolio from our co-branded credit
cards, and rental income from operating leases where the Company is the lessor.
Othet
Years Ended
August 31, 2023
Increase/
(Decrease)
from prior
year
Amount
$
$
— $
11,173
2,174
13,347
$
(3,307)
1,776
(294)
(1,825)
August 31,
2022
% Change
Amount
(100.0)% $
18.9
(11.9)
3,307
9,397
2,468
(12.0)% $
15,172
NNon-merchandise revenue
Miscellaneous income
Rental income
Other revenue
Comparison of 2023 to 2022
The primaryrr driver of the decrease in othet
r revenue for the year ended August 31, 2023 was the sale of our Aeropostt
subsidiary and its marketplt ace and casillero operations on October 1, 2021. This was partially offsff et by an increase in
Miscellaneous revenue due to an increase in incentive fee revenue on our co-branded credit cards. For additional information on
the results of the disposition, refer to “Index to Consolidated Financial Statements: Notes to Consolidated Financial Statements,
NNote 2 – Summaryyrr of Siggnificff ant Accounti gng Policies.”
15
Results of Operations
Resultstt of Operatiott ns Consolidll atdd edtt
(Amounts in thousands, except percentages and number of warehouse clubs)
Net merchandise sales
NNet merchandise sales
Total gross margin
Total gross margin percentage
Revenues
Total revenues
Percentage change from comparable period
Comparable net merchandise sales
Total comparable net merchandise sales increase
Total revenue margin
Total revenue margin
Total revenue margin percentage
Selling, general and administrative
Selling, general and administrative
Selling, general and administrative percentage of total revenues
Operational data
Adjud sted EBITDA (1)
Warehouse clubs at period end
Warehouse club sales floor squaq re feet at period end
Years Ended
August 31,
2023
August 31,
2022
$
$
4,300,706 $
3,944,817
678,352 $
604,755
15.8%
15.3%
$
4,411,842 $
4,066,093
8.5%
12.3%
7.1%
10.4%
$
759,331 $
681,148
17.2%
16.8%
$
574,815 $
514,082
13.0%
12.6%
$
275,659 $
234,905
51
2,524
50
2,484
(1)
See Part II. “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non - GAAP Financial
Measures” for the definition of Adjud sted EBITDA and a reconciliation to GAAP net income attributable to PriceSmart as reported.
16
Resultstt of Operatiott ns Consolidll atdd edtt
Operating income- by segment
Central America
Caribbean
Colombia
United States
Reconcilingg Items (1)
Operating income - Total
Years Ended
August 31,
2023
% of
Total
Revenue
August 31,
2022
% of
Total
Revenue
$
191,721
4.3 % $
171,119
4.2 %
87,223
15,467
29,844
2.0
0.4
0.7
79,022
22,526
23,364
(139,739)
(3.2)
(128,965)
$
184,516
4.2 % $
167,066
1.9
0.6
0.6
(3.2)
4.1 %
(1) The reconciling items reflect the amount eliminated upon consolidation of intersegment transactions.
The following tabla e summarizes the selling, general and administrative expense for the periods disclosed:
Years Ended
August 31,
2023
% of
Total
Revenue
August 31,
2022
% of
Total
Revenue
Selling, general and administrative detail:
Warehouse club and othet
r operations
$
General and administrative
Reserve for AMT settlement
Separation costs associated with Chief Executive Offiff cerr
departurt e
Pre-opening expenses
Asset impam irment and closure costs
Loss on disposal of assets
417,272
134,783
7,179
7,747
1,432
5,658
744
9.4 % $
3.1
0.2
0.2
—
0.1
—
378,161
133,185
—
—
1,471
—
1,265
9.3 %
3.3
—
—
—
—
—
Total Selling, general and administrative
$
574,815
13.0 % $
514,082
12.6 %
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 as a percent of net merchandise sales for the twelve months ended August 31,
2023 was 15.8%, 50 basis points (0.5%) higher than the comparable prior year period, respectively. Approximately 30 basis points
(0.3%) of this increase was due to lower markdowns when compared to the comparable prior year period. We took significant
markdowns in the third quarter of fiscal year 2022 when we had excessive amounts of slow-moving inventory because of
changing consumer preferff ences as Members began to resume buying patterns similar to our pre-pandemic sales mix. In addition,
supply chain disrupr
tions and shipping delays in the prior-year period led to our having excess out-of-sff eason merchandise that we
chose to liquidate to free up sales floor space for the holiday season last year. Our food service and bakery margins increased in
fiscal year 2023 compared to the prior year period contritt buting another 30 basis points (0.3%) to the increase and our freight and
handling costs decreased during fiscal year 2023 which contritt buted an additional 10 basis points (0.1%) to the increase. This was
partially offsff et by our elimination of a COVID premium we included in the price of merchandise we sold and services we
provided, contributing negative 20 basis points (0.2%) to the increase.
Total revenue margin is derived from Total revenues, which includes our Net merchandise sales, Membership income,
Export sales, and Other revenue and income less our Cost of goods sold for net merchandise sales, Export sales, and Non-
merchandise revenues. We express our Total revenue margin as a percentage of Total revenues.
Total revenue margin increased 40 basis points (0.4%) for the twelve months ended August 31, 2023 compared to the
prior-year period, which is primarily the result of higher total gross margin as a percent of net merchandise sales of 50 basis
points (0.5%).
17
Selling, general, and administrative expenses consist of warehouse club and other operations, general and administrative
expenses, separation costs associated with the Chief Executive Offiff cer departurtt e, pre-opening expenses, asset impairment and
closure costs, reserve for settlement of AMT, and loss (gain) on disposal of assets. In total, Selling, general and administrative
expenses increased $60.7 million compared to the prior year and increased 40 basis points (0.4%) to 13.0% of total revenue for
fiscal year 2023 compared to 12.6% of total revenues for fiscal year 2022 offsff et, in part, by our Interim Chief Executive Offiff cer's
election not to receive compensation.
Warehouse club and othet
r operations expenses increased to 9.4% of total revenues for fiscal year 2023 compared to
9.3% for fiscal year 2022, primarily due to our Costa Rica market which increased 20 basis points (0.2%) as a percentage of
revenue year over year due to the appreciation of the Costa Rica colón, and partially offsff et by our Colombia market which
decreased 10 basis points (0.1%) as a percentage of revenue year over year due to the devaluation of the Colombian peso.
General and administrative expenses decreased to 3.1% of total revenues for the current year compared to 3.3% for the
prior fiscal year. The 20 basis point (0.2%) decrease is primarily due to leveraging of general and administrative expenses while
revenues increased in fiscal year 2023 compared to the prior year.
In the second quarter of fiscal year 2023, we recorded $7.7 million for separation and other related termination benefits
ry 3, 2023. Of this amount $4.2 million in net charges
for our former Chief Executive Offiff cer who resigned effeff ctive Februarr
related to adjud stments to non-cash stock-based compensation. We subsu tantially fulfilff led all payma
ent obligations by the end of the
second quarter of fiscal year 2023; however, some vesting of perforff mance stock units will occur in the first quarter of fiscal year
2024. On a go-forff ward basis, our Interim Chief Executive Offiff cer has declined to receive compensation for his services during
his term; thereforff e, we expect Selling, general and administrative expenses will be positively impacted by $2.5 million of savings
each quarter during his term, reduced by salary increases for othet
r executives related to the change in leadership.
In the fourth quarter of fiscal year 2023, we recorded $5.7 million of asset impairmer
nt and closure costs primarily related
to the write down of the assets held for sale of our Trinidad sustainabla e packaging plant to their estimated fair value upon ouru
decision to seek to sell the plant. We planned to use the plant to increase effiff ciencies by eliminating intermediaries in packaging
ing some of our packaging materials using compostabla e or recyclable inputs. However, we found
and labea
that achieving economic feasibility for this business proved challenging. Thereforff e, we decided to refocus our effoff
rts on our core
competencies as a retailer and redeploy assets we could use in our club business and seek a buyer for the remainder.
ling and manufacturtt
Additionally,yy in the fourth quarter of fiscal year 2023, we recorded a $7.2 million charge to settle litigation regarding
several AMT cases in one of our markets where the application of complex tax laws are subju ect to interpretation. In that country,
we had challenged AMT rules requiring us to paya taxes based on a percentage of sales if the percentage of sales method resulted
rate. Of this amount, $1.0
in a higher amount of tax payaa bla e than the amount payabla e based on taxabla e income at the statutt oryrr
million relates to our write-offff of an income tax receivable we had recorded with respect to taxes we previously paid on the
percentage of sales basis in one tax year and for which we had sought a refund that we now no longer expect to receive. We will
make a payment of $6.2 million to resolve amounts due for tax years in which we made tax payments using the original
computation based on taxabla e income rather than the percentage of sales method. As part of the settlement, going forward we
will paya the higher of the minimum tax or the amount based on taxabla e income at the statutt oryrr
rate. As a result, we have accruer d
an additional $2.0 million of AMT for fiscal year 2023. For the three and twelve-months ended August 31, 2023, net income
attributable to PriceSmart was negatively impam cted by $9.2 million in total and diluted earnings per share was negatively impacted
by $0.30.
Operating income in fiscal year 2023 increased to $184.5 million (4.2% of total revenue) compared to $167.1 million
(4.1% of total revenue) for the same period last year. Operating income was impacted negatively by $9.2 million (0.2% of total
revenue) for costs related to the reserve for the AMT settlement and $5.7 million (0.1% of total revenue) of asset impairmer
nt and
closure costs.
18
Interest Income
Net interest income represents the earnirr ngs generated from interest-bearing assets held by PriceSmart, Inc. and our
wholly owned foreign subsu idiaries. These assets include investments in fixed income securities and deposits held with financial
institutt
ents received on these assets, which serve to enhance our overall
financial returns.
ions. The interest income is derived from the interest payma
Interest income
Years Ended
August 31,
2023
August 31,
2022
Amount
Change
Amount
$
9,871 $
7,670 $
2,201
Net interest income increased for the twelve-month period ended Auggust 31, 2023 primarily due to an increase in
investments at higher yields when compared to the comparable prior year period.
Interest Expense
Interest expense on loans
Interest expense related to hedging activity
Less: Capia talized interest
NNet interest expense
Years Ended
August 31,
2023
August 31,
2022
Amount
Change
Amount
$
$
11,898 $
4,258
$
1,205
(2,083)
(2,029)
(820)
11,020 $
1,409
$
7,640
3,234
(1,263)
9,611
Net interest expense reflects borrowings by PriceSmart, Inc. and our wholly owned foreign subsu idiaries to finance new
tion for new warehouse clubs and distribution centers, warehouse club expansions, the capia tal
land acquisition and construcrr
requirements of warehouse club and other operations, and ongoing working capia tal requirements.
NNet interest expense increased for the twelve-montht period ended August 31, 2023, prp imarily due to higher interest rates
on short-term borrowings and higher long-term borrowings outstanding when compared to the comparable prior year period. In
addition, the Company had less interest expense related to hedging activity becausa e of fewer outstanding swaps for the twelve-
month period ended August 31, 2023.
Other Expense, net
Other expense, net consists of curren ycy ggains or losses, as well as net benefit costs related to our defined benefit plans
r items considered to be non-operati gng in nature.
and othet
Other expense, net
Years Ended
August 31,
2023
Amount
Change
August 31,
2022
Amount
$
(14,156) $
(10,921)
$
(3,235)
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 othet
r than the functional currency of the respective entity also generate currency gains or losses.
19
For the twelve-months ended August 31, 2023 the primaryrr driver of Othet
r expense, net included $8.5 million of losses
due to revaluation of monetary assets and liabilities (primarily U.S. dollars) in several of our markets. Of those amounts, Costa
Rica contributed a $3.5 million revaluation loss, due to the impact of the appreciation of the Costa Rican Colón on our U.S. dollar
monetary net assets in Costa Rica. In addition, we incurred transaction costs in some of our countries with liquidity issues of $7.6
million during the twelve months ended August 31, 2023, associated with increased spreads and converting the local currencies
into availabla e tradable currencies before converting them to U.S. dollars.
Provision for Income Taxes
The tabla es below summarize the effeff ctive tax rate for the periods reported:
Current tax expense
NNet deferred tax benefitff
Provision for income taxes
Effeff ctive tax rate
Years Ended
August 31,
2023
August 31,
2022
Amount
Change
Amount
$
$
63,243
(3,292)
59,951
35.4 %
$
$
8,085
$
55,158
8
(3,300)
8,093
$
51,858
33.2 %
For fiscal year 2023, the effeff ctive tax rate was 35.4% compared to 33.2% for fiscal year 2022. The increase is primarily
and asset impairment and
driven by the comparably unfavorabla e impact of write-offsff
related closure costs of 2.2% and a 1.8% unfavorabla e impact due to the AMT settlement. This was partially offsff et by a greater
portion of income falling into lower tax jurisdictions which resulted in a 2.0% favorabla e impact.
of VAT receivables, Aeropost write-offsff
Other Comprehensive Income (Loss)
Other comprehensive loss for fiscal years 2023 and 2022 resulted primarily from foreign currency translation
adjud stments related to the assets and liabilities and the translation of the statements of income related to revenue, costs and
expenses of our subsu idiaries whose functional currency is not the U.S. dollar. When the functional currency in our international
subsidiaries is the local currency and not U.S. dollars, the assets and liabilities of such 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
effeff ct during the period. The corresponding translation gains and losses are recorded as a component of accumulated other
comprehensive income or loss. These adjud stments will not affeff ct net income until the sale or liquidation of the underlying
investment. The reported other comprehensive income or loss reflects the unrealized increase or decrease in the value in U.S.
dollars of the net assets of the subsidiaries as of the date of the balance sheet, which will vary from period to period as exchange
rates fluctuate.
Years Ended
August 31,
2023
Change From
Prior Year
Amount
August 31,
2022
% Change
Amount
Other Comprehensive Income (Loss)
$
31,594 $
44,672
341.6 % $
(13,078)
Other comprehensive income for fiscal year 2023 of approximately $31.6 million was primarily the result of the
comprehensive gain of $33.7 million from foreign currency translation adjud stments along with approximately $1.7 million related
to unrealized losses on changes in the fair value of accrued pension obligations and $0.5 million related to unrealized losses on
changes in the fair value of our derivative obligations. During fiscal year 2023, the largest translation adjud stments were related
to the appreciation of the local currency against the U.S. dollar of our Costa Rica and Colombia subsidiaries, partially offsff et by
the devaluation of the local currencies against the U.S. dollar for our Dominican Republic subsu idiary.
20
LIQUIDITY AND CAPITAL RESOURCES
Financial Position and Cash Flow
Our operations have historically suppu
lied us with a significff ant 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, emplm oyee benefits and utilities),
ents for income taxes. Our cash flows provided by operating activities, supplemented with our long-term debt
as well as payma
and short-term borrowings, have generally been sufficff
ient to fund our operations while allowing us to invest in activities that
support the long-termr
growth of our operations. We also have returned cash to stockholders through a semiannual dividend and
by repurchasing shares of our common stock pursuant to the stock repurchase program we commenced in the fourth quarter of
fiscal year 2023 and completed in the first quarter of fiscal year 2024. We evaluate our funding requirements on a regular basis
to cover any shortfalff
ient cash from operations to meet our capia tal requirements. We may consider
funding alternatives to provide additional liquidity if necessary. Refer to Part II. “Item 8. Financial Statements and Supplementaryrr
Data: Notes to Consolidated Financial Statements, Note 11 - Debt” for additional information regarding amounts outstanding on
our short-term facilities and our long-term borrowings, and any repayma
l in our ability to generate sufficff
ents.
Repatriation of cash and cash equivalents held by foreign subsu idiaries may require us to accruer
and paya taxes for certain
jurisdictions. If we decide to repatriate cash through the payment of cash dividends by our foreign subsidiaries to our domestic
operations, we will accruer
taxes if and when appropriate.
The following tabla e summarizes the cash and cash equiq valents, including restricted cash, held by our foreign subsu idiaries
and domestically (in thousands):
Amounts held by foreign subsidiaries
Amounts held domestically
Total cash and cash equiq valents, including restricted cash
August 31,
2023
August 31,
2022
$
$
139,050
$
203,952
113,152
47,421
252,202
$
251,373
The following tabla e summarizes the short-term investments held by our foreign subsidiaries and domestically (in
thousands):
Amounts held by foreign subsidiaries
Amounts held domestically
Total short-term investments
August 31,
2023
August 31,
2022
$
$
74,294
$
11,160
16,787
—
91,081
$
11,160
As of August 31, 2023 and August 31, 2022, there were no certificff ates of deposit with a maturity of over a year held by
our foreign subsu idiaries or domestically.
From time to time, we have experienced a lack of availabia lity of U.S. dollars in certain markets (U.S. dollar illiquidity).
This impem des 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 producd ts or otherwise fund our operations. Since fiscal year 2017, we have experienced
this situation in Trinidad and have been unable to source a sufficff
ient level of tradable currencies. We are working with our banks
in Trinidad and governmrr
ent offiff cials to convert all of our Trinidad dollars into tradable currencies. During the third quarter of
fiscal year 2023, the Hondurdd an Central Bank began limiting the availabia lity and controlling the allocation of U.S. dollars for the
conversion from Hondurd an lempiras to U.S. dollars. We are actively working with our banking partners and governmrr
ent
authorities to address this situation. We have and continue to take additional actions in this respect. Refer to “Management’s
Discussion & Analysis – Factors Affeff cting Our Business” for our quantitative analysis and discussion.
21
Our cash flows are summarized as follows (in thousands):
Years Ended
August 31,
2023
August 31,
2022
Change
NNet cash provided by operating activities
$
257,331 $
121,829 $
135,502
NNet cash used in investing activities
NNet cash used in financing activities
Effeff ct of exchange rates
(222,082)
(41,055)
6,635
(74,756)
(12,209)
1,030
(147,326)
(28,846)
5,605
NNet increase (decrease) in cash, cash equiq valents
$
829 $
35,894
$
(35,065)
ended
Net cash provided by operating activities totaled $257.3 million and $121.8 million for the twelve monthst
August 31, 2023 and 2022, respectively. The increase in net cash provided by operating activities is primarily the result of a net
positive change in working capia tal generated from changes in our merchandise inventory and accounts payaaa bla e positions, which
contrit buted $84.9 million, and net a positive change in our other various operating assets and liabilities. Specificff ally,yy changes in
our various operating assets and liabilities resulted in $17.6 million cash provided for fiscal year 2023 compared to $13.8 million
use of cash in the same accounts for fiscal year 2022.
Net cash used in investing activities totaled $222.1 million and $74.8 million, respectively, for the years ended
August 31, 2023 and August 31, 2022. The increase is primarily the result of an increase in purchases of certificates of deposits
compared to the same twelve-montht period a year-ago. Additionally, the increase included higher property and equipment
expenditurt es compared to the same twelve-month period a year-ago to suppu ort growth of our real estate footprtt
int.
Net cash used in financing activities totaled $41.1 million and $12.2 million for the twelve monthst
ended August 31,
2023 and 2022, respectively. We use cash flows provided by financing primarily to fund our working capia tal needs, our warehouse
club and distribution center acquisitions and expansions, and investments in technology to suppu ort our omni-channel initiatives.
The $28.8 million increase in cash used in financing activities is primarily the result of a net decrease of proceeds from short-
term borrowings compared to the same period a year-ago.
The following tabla e summarizes the dividends declared and paid during fiscal years 2023, 2022 and 2021 (amounts are
per share):
Declared
2/3/2023
2/3/2022
2/4/2021
First Payment
Second Payment
Amount
$
$
$
0.92
0.86
0.70
Record
Date
2/16/2023
2/15/2022
2/15/2021
Date
Paid
2/28/2023 $
2/28/2022 $
2/26/2021 $
Amount
0.46
0.43
0.35
Record
Date
8/15/2023
8/15/2022
8/15/2021
Date
Paid
8/31/2023 $
8/31/2022 $
8/31/2021 $
Amount
0.46
0.43
0.35
Short-Ttt erTT mrr Borrowings and Long-Tgg erTT mrr Debt
Our financing strategy is to ensure liquidity and access to capia tal markets while minimizing our borrowing costs. The
r things,
ent of existing debt. Refer to Part II. “Item 8. Financial
proceeds of these borrowings were or will be used for general corporate purposes, which maya include, among othet
funding for working capiaa tal, capia tal expenditurt es, acquisitions, and repayma
Statements and Suppu lementaryrr Data: Notes to Consolidated Financial Statements, Note 11 - Debt.” for furthet
r discussion.
Future Lease Commitmett
ntstt
We place a strong empham sis on managing future lease commitments related to various facilities and equipment that suppu ort our
operations. We believe our current liquidity and cash flow projections can cover future lease commitments. As of August 31,
2023, we have signed one lease agreement which has not yet commenced. Refer to Part II. "Item 8. Financial Statements and
nts and Contingencies" for further
u
Suppl
discussion.
ementary Data: Notes to Consolidated Financial Statements, Note 9 - Commitmet
22
Repuee
rchase of Common Stoctt k and Reissuance of Treasury Shares Related to Emplm oyll
ee Stoctt k Awards
At the vesting dates for restricted stock awards to our emplm oyees, we repurchase a portion of the shares that have vested
tax withholding
at the prior day's closing price per share and apply the proceeds to paya the employees' minimum statutt oryrr
requirements related to the vesting of restritt cted stock awards. The Company expects this practice going forward.
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 treasuryrr shares.
The following tabla e summarizes the equiq ty securities repurchased as part of the Company's stock-based compensation
programs during fiscal years 2023, 2022 and 2021:
Shares repurchased
Cost of repurchase of shares (in thousands)
Years Ended
August 31,
2023
August 31,
2022
August 31,
2021
99,998
88,415
$
7,245 $
6,259
$
62,282
5,542
We reissued 6,333 treasuryrr
shares as part of our stock-based compensation programs during fiscal year 2023, 8,300
treasury shares during fiscal year 2022 and 96,400 treasury shares during fiscal year 2021.
Share Repuee
rchase Program
In July 2023 we announced a program authorized by our Board of Directors to repurchase up to $75 million of our
ly completed the share repurchase
common stock. Subsu equeq nt to our fiscal year that ended on August 31, 2023, we successfulff
program. We purchased a total of approximately 1,007,000 shares of our common stock under the program. The repurchases were
made on the open market pursuant to a trading plan establa ished pursuant to Rule 10(b)5-1 under the Securities Exchange Act of
1934, as amended, which permits common stock to be repurchased at a time that we might othet
rwise be precluded from doing so
under insider trading laws or self-iff mposed trading restrictions. We do not expect to continue repurchases or adopt a new
repurchase plan at this time. However, the Board of Directors could choose to commence another program in the future at its
discretion afteff
r its review of the Company’s financial perforff mance and anticipated capia tal requirements.
Share repurchase activity under the Company’s repurchase programs for the periods indicated was as follows (total cost
in thousands):
NNumber of common shares acquired
Average price per common share acquiq red
Total cost of common share acquired
Years Ended
August 31,
2023
August 31,
2022
71,530
78.54 $
5,618 $
$
$
—
—
—
For furthet
r information, refer to Part II. “Item 5. Market for Registrant’s Common Equiq ty,yy Related Stockholder Matters
and Issuer Purchases of Equity Securities.”
23
Critical Accounting Estimates
Our financial statements are prepared in accordance with GAAP in the United States. The preparation of our consolidated
financial statements requires that management make estimates and judgments that affeff ct the reported amounts of assets and
liabilities, 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 difficff ult and
subjective judgments, ofteff n as a result of the need to make estimates of matters that are inherently uncertain.
We evaluate our accounting policies and significff ant estimates on an ongoing basis, including those related to
contingencies and litigation, income taxes, value added taxes, and long-lived assets. We base our estimates on historical
experience and on otht er assumptions that management believes to be reasonabla e under the present circumstances. Using differff ent
estimates could have a material impact on our financial condition and results of operations.
We believe that the accounting policies described below involve a significff ant degree of judgment and complexity.
Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial
r information, refer to Part II. “Item 8. Financial Statements and Suppu lementaryrr
condition and results of operations. For furthet
Data: Notes to Consolidated Financial Statements, Note 2 - Summaryrr of Significant Accounting Policies.”
Income Taxeaa s
We account for income taxes using the asset and liability method. Under the asset and liabia lity method, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differff ences between the financial statement
carryirr ng amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
-forff wards
using enacted tax rates expected to apply to taxabla e income in the years in which those temporary differff ences and carryr
are expected to be recovered or settled. The effeff ct on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. A valuation allowance is establa ished when necessary to reduce deferred
tax assets to amounts expected to be realized.
As of August 31, 2023, we evaluated our deferred tax assets and liabilities and determined that a valuation allowance
was necessary for certain deferred tax asset balances, primarily because of the existence of significff ant negative objeb ctive
evidence, such as the fact that certain subsidiaries are in a cumulative loss position for the past three years, indicating that certain
net operating loss carry-forward periods are not sufficff
ient to realize the related deferred tax assets. We also specifically considered
r foreign tax credit balances could be utilized in the foreseeabla e future in light of current and future U.S. tax liabilities. We
whethet
have historically applied foreign tax credits, generated from taxes withheld on certain payments PriceSmart receives from our
foreign subsu idiaries, to reduce U.S. income tax liabilities. However, as an incidental result of U.S. tax reform, following the
reduction of the U.S. corporate income tax rate from 35% to 21%, we expect foreign tax credits generated to exceed U.S. income
tax liability for the foreseeabla e future. Thereforff e, for the twelve-month period ended August 31, 2023 and August 31, 2022, we
have recorded valuation allowances of $12.6 million and $11.8 million against our foreign tax credits, respectively.
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 effeff ct in such
jurisdictions, which could affeff ct the amount of tax paid by us. We, in consultation with our tax advisors, base our tax returns on
interpretations that we believe to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews
by the various taxing authorities in the jurisdictions in which we file our tax returns. As part of these reviews, a taxing authority
may disagree with respect to the interpretations we used to calculate our tax liability and thereforff e require us to pay additional
taxes.
We accrue an amount for our estimate of probable additional income tax liability. In certain cases, the impact of an
uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to
be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has 50% or
less likelihood of being sustained. This requires significff ant judgment, the use of estimates, and the interpretation and application
of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the
consolidated financial statements as appropriate. There were no material changes in our uncertain income tax positions for the
period ended on August 31, 2023.
24
Taxaa Receivablesll
We paya Value Added Tax (“VAT”AA ) 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 acquiq re
and/or on sales and taxabla e income. VATAA is a form of indirect tax applied to the value added at each stage of producdd tion (primary,yy
manufacturtt
ing, wholesale and retail). This tax is similar to, but operates somewhat differff ently than, sales tax paid in the United
States. We generally collect VATAA from our Members upon sale of goods and services and pay VATAA to our vendors upon purchase
it VATAA reports to governmental agencies and reconcile the VATAA paid and VATAA
of goods and services. Periodically,yy we submu
received. The net overpaid VATAA maya be refunded or applied to subsu equeq nt returns, and the net underparr
id VATAA must be remitted
to the government.
With respect to income taxes paid, if the estimated income taxes paid or withheld exceed the actuat
l income tax due this
creates an income tax receivabla e. In most countries where we operate, the governments have implm emented 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 payma
ents of VATAA and/or income tax. This collection mechanism generally leaves us with net VATAA and/or
income tax receivables, forcing us to process significff ant refund claims on a recurring basis. These refund or offsff et processes can
take anywhere from several monthst
to several years to complete.
In two countries where the Company operates, minimum income tax rules require the Company to paya taxes based on a
percentage of sales if the resulting tax were greater than the tax payabla e based on a percentage of income (AMT). As a result, the
Company is making AMT payma
ents substantially in excess of those it would expect to paya based on taxabla e income. The
Company had income tax receivables of $10.7 million and $11.0 million as of August 31, 2023 and August 31, 2022, respectively,
and deferred tax assets of $3.7 million and $3.5 million as of August 31, 2023 and August 31, 2022, respectively,yy in these
countries.
In the fourth quarter of fiscal year 2023, we recorded a $7.2 million charge to settle the AMT payma
ent dispute in one of
the aforff ementioned countries. Of this amount, $1.0 million is a reserve we recorded against an income tax receivable for one of
the tax years for which we sought a refund and the remaining $6.2 million is an accruarr
l for the unpaid years of the dispute in
which we made tax payments using the original computation based on taxabla e income.
While the rules related to refunds of income tax receivabla es in these countries are either unclear or complex, the
Company has not placed any typeyy
of allowance on the recoverabia lity of the remaining tax receivabla es, deferred tax assets or
amounts that may be deemed under-paid, because the Company believes that it is more likely than not that it will ultimately
succeed in its refund requests and appeals of these rules.
In one of the countries with a significff ant VATAA receivabla e balance, the Company received unfavorable rulings at the
r
denying a portion of the Company’s appeals for refund of over-withholdings of VAT.AA Afteff
supreme court level of that countrytt
evaluating the merits of the Company’s arguments, the court’s decision, and probabia lity that the other related refund appeals
would receive the same judgment, the Company concluded that a total of $2.3 million of related VATAA receivable would not be
recoverabla e and this amount was written-offff in the third quarter of fiscal year 2023. These charges were recorded in the Warehouse
club and other expenses line item under the Selling, general and administrative capta ion within the consolidated statements of
income.
The Company's various outstanding VATAA receivables and/or income tax receivables are based on cases or appeals with
their own set of facts and circumstances. The Company consults and evaluates with legal and tax advisors regularly to understand
outcomes in addition to its own experience handling complex tax
the strength of its legal arguments and probability of successfulff
issues. Based on those evaluations, the Company has not placed any typeyy
of allowance on the recoverabia lity of the remaining tax
receivabla es or deferred tax assets, because the Company believes that it is more likely than not that it will ultimately succeed in
its refund requests.
25
follows:
are:
Our policy for classification and presentation of VATAA receivabla es, income tax receivables and other tax receivabla es is as
•
•
Short-term VATAA and Income tax receivabla es, recorded as Prepaid expenses and other current assets: This
classification is used for any countries where our subsidiary has generally demonstrated the ability to recover the
VATAA or income tax receivabla e 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 VATAA and Income tax receivabla es, recorded as Other non-current assets: This classification is used for
amounts not approved for refund or credit in countritt es where our subsu idiary has not demonstrated the ability to
obtain refunds within one year and/or for amounts which are subju ect to outstanding disputes. An allowance is
provided against VATAA 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 VATAA and income tax
receivabla es.
Long-lgg ivll ed Assets
We periodically evaluate our long-lived assets for indicators of impam irment. Indicators that an asset may be impam ired
•
•
•
•
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 objeb ctives and utilization of the asset(s); and
the impact of significant negative industry or economic trends.
Management's judgments are based on market and operational conditions at the time of the evaluation and can include
management's best estimate of future business activity, which in turn drives estimates of future cash flows from these assets.
These periodic evaluations could causa e management to conclude that impairment factors exist, requiring an adjud stment of these
assets to their then-current fair market value. Future business conditions and/or activity could differff materially from the
projections made by management causa ing the need for additional impairmer
nt charges. During fiscal year 2023, we recorded asset
impairment and closure cost charges of $5.7 million primarily related to our Trinidad sustainabla e packaging plant to mark our
availabla e-for-sale assets down to their fair market value because we decided to discontinue its operations. We did not record any
other impam irment charges during fiscal year 2023 related to the loss of legal ownership or title to assets; significff ant changes in
the Company's strategic business objeb ctives or utilization of assets; or the impact of significff ant negative industry or economic
trends. Loss on disposal of assets recorded during the years reported resulted from improvements to operations and normal
preventive maintenance.
Seasonality and Quarterly Fluctuations
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 effeff cts on the cost of U.S.-
sourced producd ts which maya make these products more or less expensive in local currencies and thereforff e more or less affoff
rdable.
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.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from changes in interest rates, foreign currency exchange rates and commodity price risk.
These market risks arise in the normal course of business. We do not engage in speculative trading activities. To manage the risk
arising from these exposures, we utilize interest rate swaps, cross-currency interest rate swaps, non-deliverabla e foreign currency
forward contracts and loans denominated in foreign currencies.
Information about the change in the fair value of our hedges and the financial impact thereof for the twelve-montht period
ended August 31, 2023 is disclosed in Part II. “Item 8. Financial Statements and Supplementaryrr Data: Notes to Consolidated
Financial Statements, Note 13 - Derivative Instruments and Hedging Activities.”
Information about the movements in currency exchange rates and the related impam ct on the translation of the balance
sheets of our subsidiaries whose functional currency is not the U.S. dollar for the twelve-month period ended August 31, 2023 is
disclosed in “Item 7. Management’s Discussion & Analysis – Other Comprehensive Loss.”
26
Each market risk sensitivity analysis presented below is based on hypothetical scenarios used to calibrate potential risk
and do not represent our view of future market changes. The effeff ct of a change in a particular assumption is calculated without
adjud sting any other assumption. In reality, however, a change in one factor could causa e a change in anothet
r factor, which may
magnifyff or negate other sensitivities.
Interest Rate Riskii
We are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt borrowings. We
have mitigated a portion of our interest rate risk by managing the mix of fixed and variable rate debt and by entering into interest
rate swaps and cross-currency interest rate swaps to hedge interest rate risk. The notional amount, interest payment and maturity
dates of the swap match the terms of the associated debt.
The tabla e below provides information about our financial instruments that are sensitive to changes in interest rates. For
debt obligations, the tabla e represents the principal cash flows and related weighted-average interest rates by expected maturity
dates. For interest rate swaps, including cross-currency interest rate swaps, the tabla e represents the contractuat
l cash flows and
weighted-average interest rates by the contractuat
rwise noted. The notional amounts are used to
l cash flows to be exchanged under the contracts. The weighted-average variable rates are based upon
calculate contractuat
prevailing market interest rates and the outstanding balances as of August 31, 2023.
l maturity date, unless othet
Annual maturities of long-termr
debt and derivatives are as follow (in thousands):
Twelve Months Ended August 31,
(Amounts in thousands)
2024
2025
2026
2027
2028
Thereafter
Total
Long-TermTT
Debt (Unhedged):
Long-term debt with fixed interest rate
$ 12,869
$ 13,263
$ 10,199
$
6,944
$ 17,512
$ 14,186
$ 74,973
Weighted-average interest rate
6.50 %
6.50 %
6.50 %
6.20 %
6.20 %
6.60 %
6.40 %
Long-term debt with variable interest rate
$
7,324
$ 22,888
$
8,251
$ 26,244
$
— $
— $ 64,707
Weighted-average interest rate
Total long-term debt
6.00 %
6.00 %
4.90 %
3.70 %
— %
— %
5.40 %
$ 20,193
$ 36,151
$ 18,450
$ 33,188
$ 17,512
$ 14,186
$ 139,680
Derivatives:
Interest Rate Swaps:
Variable to fixed interest
Weighted-average pay rate
Weighted-average receive rate
Cross-Currency Interest Rate Swaps:
Variable to fixed interest
Weighted-average pay rate
Weighted-average receive rate
$
$
$
1,275
3.65 %
7.02 %
$
1,275
3.65 %
7.02 %
1,275
3.65 %
7.02 %
$ 26,244
$
3.65 %
7.02 %
— $
— %
— %
— $ 30,069
— %
— %
3.65 %
7.02 %
3,329
7.92 %
7.80 %
$ 19,770
$
7.92 %
7.79 %
$
—
— %
— %
— $
— %
— %
— $
— %
— %
— $ 23,099
— %
— %
7.92 %
7.79 %
(1)
(1)
(2)
(2)
Debt Payments with Fixed
Long-TermTT
Interest or Subject to Financial Derivatives:
Long-term debt with fixed interest rate or
with variable to fixed interest rate swaps
Portion of long-term debt with fixed interest
rate or with variable to fixed interest rate
swaps
Portion of long-term debt with variable
interest rates and no swaps
$ 17,473
$ 34,308
$ 11,474
$ 33,188
$ 17,512
$ 14,186
$ 128,141
86.5 %
94.9 %
62.2 %
100.0 %
100.0 %
100.0 %
91.7 %
13.5 %
5.1 %
37.8 %
— %
— %
— %
8.3 %
(1) The Company has disclosed the future annual maturities of long-term debt, for which it has entered into cross-currency interest rate swaps
by using the derivative obligation as of August 31, 2023 to estimate the future commitments. Thereforff e, the total annual commitments
reflects these obligations, including the effeff ct of the cross-currency interest rate swaps on the total-long term debt as disclosed on the
consolidated balance sheet.
(2) The derivative obligations of the interest rate swaps and cross-currency interest rate swaps are included in the Total long-term debt section
of this table.
27
Foreign Currenrr
cy Riskii
We have foreign currency risks related to sales, operating expenses and financing transactions in currencies other than
the U.S. dollar. As of August 31, 2023, we had a total of 51 consolidated warehouse clubs operating in 12 foreign countries and
one U.S. territory,yy 40 of which operate under currencies othet
r than the U.S. dollar. Approximately 48.4% of our net merchandise
sales are comprised of products we purchased in U.S. dollars that were sold in countritt es whose currencies were other than the
U.S. dollar. Approximately 78.8% of our net merchandise sales are in markets whose functional currency is other than the U.S.
dollar. We may enter into additional foreign countries in the future or open additional locations in existing countritt es, which mayaa
increase the percentage of net merchandise sales denominated in foreign currencies.
Currency exchange rate changes either increase or decrease the cost of imported products that we purchase in U.S.
dollars and price in local currency. Price changes can impact the demand for those products in the market. Currency exchange
rates also affeff ct the reported sales of the consolidated company when local currency-denominated sales are translated to U.S.
dollars. In addition, we revalue all U.S. dollar denominated assets and liabilities within those markets that do not use the U.S.
dollar as the functional currency. These assets and liabilities include, but are not limited to, excess cash permanently reinvested
offsff hore and the value of items shipped from the U.S. to our foreign markets. The gain or loss associated with this revaluation,
net of reserves, is recorded in other income (expense).
Foreign currencies in most of the countries where we operate have historically devalued against the U.S. dollar and are
expected to continue to devalue. The following tabla es summarize by country, for those countries with functional currencies other
than the U.S. dollar, the weakening of the countries' currency against the U.S. dollar (devaluation) or the strengthet ning of their
currencies (revaluation):
Country
Colombia
Costa Rica
Dominican Repubu lic
Guatemala
Honduras
Jamaica
NNicaragua
Trinidad
Revaluation/(Devaluation)
Twelve Months Ended
August 31,
2023
% Change
2022
% Change
7.15 %
18.30
(7.06)
(1.72)
(0.48)
(2.29)
(1.42)
(0.09)%
(15.58)%
(5.25)
6.87
(0.11)
(2.37)
0.40
(2.00)
0.67 %
We seek to manage foreign exchange risk by (1) adjud sting prices on goods acquired in U.S. dollars on a periodic basis
to maintain our target margins afteff
r taking into account changes in exchange rates; (2) obtaining local currency loans from banks
within certain markets where it is economical to do so and where management believes the risk of devaluation and the level of
U.S. dollar denominated liabilities warrants this action; (3) reducing the time between the acquisition of product in U.S. dollars
and the settlement of that purchase in local currency; (4) maintaining a balance between assets held in local currency and in U.S.
dollars; and (5) by entering into cross-currency interest rate swaps and forward currency derivatives. We have local-currer ncy-
denominated long-term loans in Barbados, Honduras and Guatemala; we have cross-currency interest rate swaps in Colombia;
and we have interest rate swaps in the United States. Turbulence in the currency markets can have a significant impam ct on the
value of the foreign currencies within the countries in which we operate. We report the gains or losses associated with the
revaluation of these monetary assets and liabilities on our consolidated statements of income under the heading “Other income
(expense), net.” Future volatility and uncertainties regarding the currencies in the countries that we operate in could have a
material impact on our operations in future periods. However, there is no way to accurately forecast how currencies may trade in
the future and, as a result, we cannot accurately project the impam ct of the change in rates on our future demand for impom rted
products, reported sales, or financial results.
28
We are exposed to foreign exchange risks related to U.S. dollar-denominated and other foreign-denominated cash, cash
equivalents and restritt cted cash, to U.S. dollar-denominated intercompam ny debt balances and to other U.S. dollar-denominated
debt/att sset balances (excluding U.S. dollar-denominated debt obligations for which we hedge a portion of the currency risk
inherent in the interest and principal payments), within entities whose functional currency is not the U.S. dollar. As part of the
adoption of the new leasing standard, we recorded several monetary liabilities on the consolidated balance sheet that are exposed
to foreign exchange movements. These monetary liabilities arise from leases denominated in a currency that is not the functional
currency of the Company’s local subsu idiary. The monetary liability for these leases as of August 31, 2023 was $32.5 million. Due
to the mix of foreign currency exchange rate fluctuations during fiscal year 2023, the impact to the consolidated statements of
income of revaluing this liability was immaterial.
The following tabla e discloses the net effeff ct on othet
r foreign-
denominated accounts relative to a hypoy thetical simultaneous currency revaluation based on balances as of August 31, 2023 (in
thousands) including the lease-related monetary liabilities described above:
r expense, net for U.S. dollar-denominated and othet
Overall weighted
negative currency
movement
5%
10%
20%
Losses based on change in U.S.
dollar denominated and
other foreign denominated
cash, cash equivalents and
restricted cash balances
$
$
$
(2,477) $
(4,955) $
(9,909) $
Gains based on
change in U.S. dollar
denominated
inter-company
balances
Gains based on change in
U.S. dollar denominated
other asset/liability
balances
1,201 $
2,402 $
4,803 $
508
1,016
2,031
Net Loss(1)
$
$
$
(768)
(1,537)
(3,075)
(1) Amounts are before consideration of income taxes.
Information about the financial impact of foreign currency exchange rate fluctuations for the twelve monthst
ended
August 31, 2023 is disclosed in Part II. “Item 7. Management’s Discussion and Analysis – Other Expense, net.”
Examplm es of where we have significant U.S. dollar net asset positions subjecting us to exchange rate losses if the local
currency strengthens against the U.S. dollar are our Trinidad, Costa Rica, and Nicaragua subsu idiaries, with balances of $35.7
million, $35.5 million, and $30.3 million, respectively, as of August 31, 2023. Examples where we have significff ant U.S. dollar
net liability positions subjecting us to exchange rate losses if the local currency weakens against the U.S. dollar are our Honduras,
Guatemala, and Dominican Republu ic subsu idiaries, with balances of $26.3 million, $24.8 million, and $12.1 million, respectively,
as of August 31, 2023.
We are also exposed to foreign exchange risks related to local-currerr ncy-denominated cash and cash equiq valents, to local-
currency-denominated debt obligations, to local-currency-denominated current assets and liabilities and to local-currency-
denominated long-term assets and liabilities within entities whose functional currency is not the U.S. dollar. The following tabla e
discloses the net effeff ct on other comprehensive loss for these local currency denominated accounts relative to hypoy thetical
simultaneous currency devaluation in all the countries listed in the tabla e above, based on balances as of August 31, 2023:
Other comprehensive
loss on the decline in
local
currency denominated
cash and cash
equivalents
and restricted cash (in
thousands)
Other comprehensive
gain on the decline in
foreign currency
denominated debt
obligations (in
thousands)
Other comprehensive
loss on the decline in
all
other foreign
currency
denominated current
assets net of current
liabilities (in
thousands)
Other comprehensive
loss on the decline in
all
other foreign
currency
denominated long-
term
assets net of long-
term liabilities (in
thousands)
$
$
$
3,078 $
6,156 $
12,313 $
(4,904) $
(9,807) $
(19,614) $
5,772 $
11,544 $
23,089 $
31,741
63,482
126,965
Overall weighted
negative currency
movement
5%
10%
20%
29
In addition, we are exposed to foreign currency exchange rate fluctuations associated with our U.S. dollar-denominated
debt obligations that we hedge. We hedge a portion of the currency risk inherent in the interest and principal paymaa
ents associated
with this debt through the use of cross-currency interest rate swaps. The terms of these swap agreements are commensurate with
the underlying debt obligations. The aggregate fair value of these swaps was in a net asset position of approximately $2.3 million
at August 31, 2023 and approximately $12.9 million at August 31, 2022. A hypot
tical 10% increase in the currency exchange
rates underlying these swaps from the market rates at August 31, 2023 would have resulted in a further increase in the value of
the swaps of approximately $3.3 million. Conversely,yy a hypothetical 10% decrease in the currency exchange rates underlying
these swaps from the market rates at August 31, 2023 would have resulted in a net decrease in the value of the swaps of
approximately $4.1 million.
het
yy
From time to time, we use non-deliverabla e forward foreign exchange contracts primarily to address exposure to U.S.
dollar merchandise inventoryrr expenditures made by our international subsu idiaries whose functional currency is other than the
U.S. dollar. The net increase or decrease in the fair value of these derivative instruments would be economically offsff et by the
gains or losses on the underlying transactions.
From time to time, we have experienced a lack of availabia lity of U.S. dollars in certain markets (U.S. dollar illiquidity).
This impem des 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 producd ts 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 sufficff
ient level of tradable currencies. We are
working with our banks in Trinidad to source tradable currencies. During the third quarter of fiscal year 2023, the Honduran
Central Bank began limiting the availabia lity and controlling the allocation of U.S. dollars for the conversion from Honduran
lempiras to U.S. dollars. WWe are active yly workingg with our bankingg partners and ggovernment authorities to address this situation.
Refer to “Item 7. Management’s Discussion & Analysis – Factors Affeff cting Our Business” and “Item 7. Management’s Discussion
& Analysis – Liquidity: Financial Position and Cash Flow” for our quantitative analysis and discussion.
Commoditytt Price Riskii
The increasing price of oil and certain commodities could have a negative effeff ct on our operating costs and sales. Higher
oil prices can negatively impam ct the economic growth of the countries in which we operate, thereby reducing the buying power
of our Members. Higher oil prices can also increase our operating costs, particularly utilities and merchandise transportation
expenses. Inflationary pressures on various commodities also may impact consumer spending. We do not currently seek to hedge
commodity price risk.
30
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of PriceSmart, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PriceSmart, Inc. (thet Company) as of August 31, 2023 and
2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in
the period ended August 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present
fairly,yy in all material respects, the financial position of the Company at August 31, 2023 and 2022, and the results of its operations
and its cash flows for each of the three years in the period ended August 31, 2023, in conforff mity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Publu ic Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of August 31, 2023, based on criteria establa ished in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework)r
and our report dated October 30, 2023 expressed an unqualifieff d opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
the
We conducdd ted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perforff mr
r due to
audit to obtain reasonabla e assurance about whethet
. Our audits included perforff ming procedurd es to assess the risks of material misstatement of the financial statements,
error or frauda
whethet
, and perforff ming procedurdd es that respond to those risks. Such procedurd es included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significff ant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
r the financial statements are free of material misstatement, whethet
r due to error or frauda
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any waya our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
31
Taxaa receivablesll
and contintt gen ncies
Descripti
ion of the Matter As discussed in Note 2 and in Note 10 to the consolidated financial statements, the Company
pays Value Added Tax (“VAT”AA ) or similar indirect taxes, income taxes, and other taxes within
the normal course of the Company’s business in the United States and numerous foreign
jurisdictions. The differff ent
interpretations of sometimes complex tax regulations create
uncertainty and necessitate the use of significant judgment in the determination of the
income tax and VATAA
Company’s income and other tax liabilities and the recoverabia lity of botht
receivabla es. As of August 31, 2023, the Company had $6.3 million accruerr d for potential income
and other tax liabilities and had income tax and VATAA receivabla es of $36.9 million and $38.8
million, respectively.
How We Addrdd esrr
Matter in Our Audit
sed the
Auditing the recognition and measurement of the Company’s income and VATAA receivables and
income and othet
r tax contingencies was challenging becausaa e the evaluation of the various tax
positions can be complex, highly judgmental and based on international tax laws, interpretations
and legal rulings which can vary significantly between the countries in which the Company has
operations.
We tested contrott
ls, including key management review controls, over the Company’s process to
assess the technical merits of its income and other tax receivables and contingencies, including
management’s process to measure the benefit of its income tax positions and other tax
contingencies, and evaluate the recoverabia lity of the receivabla es. For examplm e, we tested
ls over management’s review of the uncertain tax positions and the significant
contrott
assumptions
surrounding more-likely-than-not conclusions, as well as controls over
management’s review of the tax receivables and the significff ant assumptions surrounding the
recoverabia lity of such assets or measurement of othet
r tax contingencies.
r tax receivables. Depending on the nature of the specificff
We involved our international and other tax profesff
sionals to assist in our assessment of the
technical merits of certain of the Company’s income and other tax positions and the Company’s
understanding and documentation of the respective international laws and regulations related to
recoverabia lity of income, and othet
tax
position and, as applicable, developments with the relevant tax authorities, our procedures
included obtaining and reviewing the Company’s correspondence with such tax authorities and
evaluating income tax opinions or other third-partytt advice obtained by the Company. We used
our knowledge of and experience with the application of international and other tax laws by the
relevant income tax authorities to evaluate the Company’s accounting for its tax contingencies
and receivabla es. We evaluated developments in the applicable regulatory environments to assess
potential effeff cts on the Company’s positions. We considered the Company’s historical
experiences with the differff ent taxing authorities and their historical results in evaluating and
concluding on the likely impam ct of differff ent tax cases. In this manner, we analyzed the
Company’s assumptions used to determine the amounts of
income tax benefits and
contingencies to recognize and the recoverabia lity of the tax receivabla es. We also tested the data
s to internal data and
used by the Company in determining these amounts by comparing input
testing the accuracy of the calculations.
n
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1997.
San Diego, California
October 30, 2023
32
PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
Current Assets:
Cash and cash equivalents
Short-term restritt cted cash
Short-term investments
Receivabla es, net of allowance for doubtfulff
as of August 31, 2022, respectively
Merchandise inventories
accounts of $67 as of Auggust 31, 2023 and $103
Prepaid expenses and other current assets (includes $0 and $2,761 as of Auggust 31, 2023
and August 31, 2022, respectively, for the fair value of derivative instruments)
Total current assets
Long-term restritt cted cash
Property and equipment, net
Operating lease right-of-uff
se assets, net
Goodwill
Deferred tax assets
Other non-current assets (includes $7,817 and $11,884 as of August 31, 2023 and
August 31, 2022, respectively, for the fair value of derivative instruments)
Investment in unconsolidated affiff liates
Total Assets
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings
Accounts payabla e
Accruerr d salaries and benefits
Deferred income
Income taxes payabla e
Other accruerr d expenses and other current liabilities (includes $1,913 and $82 as of
Auggust 31, 2023 and Auggust 31, 2022, respective yly,yy for the fair value of derivative
instruments)
Operating lease liabilities, current portion
Long-term debt, current portion
Total current liabilities
Deferred tax liabia lity
Long-term income taxes payaa bla e, net of current portion
Long-term operating lease liabilities
Long-term debt, net of current portion
liabilities (includes $3,321 and $0 for the fair value of derivative
Other long-termr
instruments and $12,105 and $8,440 for post-employment plans as of August 31, 2023 and
August 31, 2022, respectively)
Total Liabilities
33
August 31,
2023
2022
$
239,984
$
237,710
2,865
91,081
17,904
471,407
53,866
877,107
9,353
850,328
114,201
43,110
32,039
68,991
10,479
3,013
11,160
13,391
464,411
43,894
773,579
10,650
757,241
111,810
43,303
28,355
72,928
10,534
$
2,005,608
$
1,808,400
$
8,679
$
453,229
45,441
32,613
9,428
57,273
7,621
20,193
10,608
408,407
44,097
29,228
7,243
38,667
7,491
33,715
634,477
579,456
1,936
5,045
122,195
119,487
15,425
898,565
2,165
5,215
118,496
103,556
8,439
817,327
Stockholders' Equiq ty:
Common stock $0.0001 par value, 45,000,000 shares authorized; 31,934,900 and 31,697,590
shares issued and 30,976,941 and 30,904,826 shares outstandi gng (net of treasu yry shares) as
of August 31, 2023 and August 31, 2022, respectively
Additional paid-in capia tal
Accumulated other comprehensive loss
Retained earnings
Less: treasuryyrr stock at cost, 957,959 shares as of Auggust 31, 2023 and 792,764 shares as of
August 31, 2022
Total Stockholders' Equity
Total Liabilities and Equiq ty
See accompanying notes.
3
497,434
(163,992)
817,559
(43,961)
1,107,043
3
481,406
(195,586)
736,894
(31,644)
991,073
$
2,005,608
$
1,808,400
34
PRICESMART, INC.
CONSOLIDATED STATTT EMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues:
NNet merchandise sales
Export sales
Membership income
Other revenue and income
Total revenues
Operating expenses:
Cost of goods sold:
Net merchandise sales
Export sales
Non-merchandise
Selling, general and administrative:
Warehouse club and othet
r operations
General and administrative
Reserve for AMT settlement
Separation costs associated with Chief Executive Offiff cer departurtt e
Pre-opening expenses
Asset impam irment and closure costs
Loss on disposal of assets
Total operating expenses
Operating income
Other expense:
Interest income
Interest expense
Other expense, net
Total other expense
Income before provision for income taxes and loss of unconsolidated
Provision for income taxes
Loss of unconsolidated affiff liates
NNet income
Less: net income attributable to noncontrott
lling interest
NNet income attributable to PriceSmart, Inc.
NNet income attributable to PriceSmart, Inc. per share availabla e for
di
Basic
ib i
Diluted
Shares used in per share computations:
Basic
Diluted
Dividends per share
Years Ended August 31,
2023
2022
2021
$
4,300,706
$
3,944,817
$
3,465,442
31,741
66,048
13,347
45,217
60,887
15,172
41,520
56,030
56,879
4,411,842
4,066,093
3,619,871
3,622,354
3,340,062
2,912,489
30,157
—
417,272
134,783
7,179
7,747
1,432
5,658
744
43,074
1,809
378,161
133,185
—
—
1,471
—
1,265
4,227,326
3,899,027
184,516
167,066
9,871
(11,020)
(14,156)
(15,305)
169,211
(59,951)
(55)
2,201
(9,611)
(3,235)
(10,645)
156,421
(51,858)
(10)
109,205
104,553
—
(19)
109,205
$
104,534
3.51
3.50
$
$
30,763
30,786
3.38
3.38
30,591
30,600
$
$
$
0.92
$
0.86
$
$
$
$
$
39,513
23,336
359,221
125,416
—
—
849
—
1,027
3,461,851
158,020
1,979
(7,210)
(5,603)
(10,834)
147,186
(48,969)
(58)
98,159
(196)
97,963
3.18
3.18
30,403
30,403
0.70
See accompanying notes.
35
PRICESMART, INC.
CONSOLIDATED STATTT EMENTS OF COMPREHENSIVE INCOME
(AMOUNTS IN THOUSANDS)
NNet income
Less: net income attributable to noncontrott
lling interest
NNet income attributable to PriceSmart, Inc.
Other Comprehensive Income, net of tax:
Foreign currency translation adjud stments (1)
Defined benefit pension plan:
Net loss arising during period
Amortization of prior service cost and actuarial gains included in net
periodic pensions cost
Total defined benefit pension plan
Derivative instruments:(2)
Unrealized gains (losses) on change in derivative obligations
Unrealized gains (losses) on change in fair value of interest rate swaps
Amounts reclassified from accumulated other comprehensive income
to othet
r expense, net for settlement of derivatives
Total derivative instruments
Other comprehensive income (loss)
Comprehensive income
Less: comprehensive income attributable to noncontrott
lling interest
Years Ended August 31,
2023
2022
2021
$
$
109,205
$
104,553
$
98,159
—
(19)
(196)
109,205
$
104,534
$
97,963
33,708
(19,034)
(7,837)
(1,819)
148
(1,671)
6,000
(9,177)
2,734
(443)
31,594
140,799
—
(341)
127
(214)
(4,021)
10,191
—
6,170
(13,078)
91,456
3
(230)
127
(103)
(140)
2,392
—
2,252
(5,688)
92,275
117
Comprehensive income attributable to PriceSmart, Inc.
$
140,799
$
91,453
$
92,158
(1) Translation adjud stments arising in translating the financial statements of a foreign entity have no effeff ct on the income taxes of that foreign
entity. They may, however, affeff ct: (a) the amount, measured in the parent entity's reporting currency,yy 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 subsu idiaries are permanently reinvested for any jurisdiction where distribution
from a foreign affiff liate would cause additional tax cost because of the long-term nature of the Company's foreign investment plans.
Thereforff e, deferred taxes are not provided for on translation adjud stments related to non-remitted earnings of the Company's foreign
subsu idiaries.
(2) Refer to “Note 13 - Derivative Instruments and Hedging Activities.”
See accompanying notes.
36
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PRICESMART,TT INC.
CONSOLIDATED STATTT EMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
Operating Activities:
NNet income
Adjud stments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizrr
ation
Allowance for doubtful accounts
Reserve for AMT settlement
Asset impairment and closure costs
Loss on sale of property and equipment
Deferred income taxes
Equity in losses of unconsolidated affiff liates
Stock-based compensation
Change in operating assets and liabilities:
Receivables, prepaid expenses and other current assets, non-current assets, accruerr d salaries and
bbenefits, deferred membership income and other accruals
Merchandise inventories
Accounts payable
NNet cash provided by operating activities
Investing Activities:
Additions to property and equipment
Purchases of short-term investments
Proceeds from settlements of short-term investments
Purchases of long-term investments
Proceeds from settlements of long-term investments
Proceeds from disposal of propertyrr
and equipment
Proceeds from the disposal of Aeropost, net of divested cash
NNet cash used in investing activities
Financing Activities:
Proceeds from long-term bank borrowings
Repayment of long-term bank borrowings
Proceeds from short-term bank borrowings
Repayment of short-term bank borrowings
Cash dividend payments
Purchase of treasuryrr stock
Other financing activities
NNet cash used in financing activities
Effeff ct of exchange rate changes on cash and cash equivalents and restricted cash
NNet increase (decrease) in cash, cash equivalents
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
u
Suppl
emental disclosure of noncash investing activities:
Capital expenditures accruerr d, but not yet paid
Cash paid during the period for:
Interest
Income taxes
38
Years Ended August 31,
2023
2022
2021
$ 109,205
$ 104,553
$
98,159
72,698
67,868
64,983
(36)
7,179
5,658
744
(5,583)
55
63
—
—
1,265
(3,300)
10
(53)
—
—
1,027
(3,853)
58
16,574
16,803
18,424
17,589
(13,785)
13,097
(10,173)
(74,706)
(80,202)
43,421
23,058
257,331
121,829
15,526
127,166
(142,511)
(120,660)
(113,174)
(138,784)
(22,469)
(69,460)
58,852
61,733
65,528
—
—
361
—
—
1,488
193
4,959
(1,478)
1,478
385
—
(222,082)
(74,756)
(116,721)
38,713
30,633
17,565
(35,984)
(22,697)
(19,993)
848
23,829
(3,229)
(11,156)
(28,540)
(26,559)
(12,863)
(6,259)
—
—
(41,055)
(12,209)
6,635
829
1,030
35,894
—
(64,983)
(21,988)
(5,542)
(196)
(95,137)
(3,600)
(88,292)
251,373
215,479
303,771
$ 252,202
$ 251,373
$ 215,479
$
4,530
$ 10,558
$
$
3,129
9,392
$ 77,925
$ 67,143
$
$
$
3,497
7,774
58,571
The following tabla e provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement
of financial position that sum to the total of the same amounts shown in the statement of cash flows:
Cash and cash equivalents
Short-term restritt cted cash
Long-term restritt cted cash
Years Ended August 31,
2023
2022
2021
$
239,984 $
237,710
$
202,060
2,865
9,353
3,013
10,650
3,647
9,772
Total cash, cash equivalents, and restritt cted cash shown in the consolidated
statements of cash flows
$
252,202 $
251,373
$
215,479
See accompanying notes.
39
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
NOTE 1 – COMPANPP Y OVERVIRR EW AND BASIS OF PRESENTATIAA ON
PriceSmart, Inc.’s (“PriceSmart,” the “Company,”yy
“we” or “our”) business consists primarily of international
membership shopping warehouse clubs similar to, but typically smaller in size than, warehouse clubs in the United States.
As of August 31, 2023, the Company had 51 warehouse clubs in operation in 12 countries and one U.S. territory (nine in
Colombia; eight in Costa Rica; seven in Panama; five in the Dominican Republic and Guatemala; four in Trinidad; three
each in El Salvador and Honduras; two each in Jamaica and Nicaragua; and one each in Arubrr
a, Barbados, and the United
States Virgin Islands), of which the Company owns 100% of the corresponding legal entities (see Note 2 - Summaryrr of
Significant Accounting Policies). In Septembem r 2023, we opened a new warehouse club in Medellín, Colombia, bringing the
total number of warehouse clubs in operation by the Company to 52. In addition, the Company plans to open a warehouse
club in Escuintla, Guatemala on November 30, 2023 and a warehouse club in Santa Ana, El Salvador in early 2024. Once
these two new clubs are open, the Company will operate 54 warehouse clubs. Our operating segments are the United States,
Central America, the Caribbean, and Colombia.
PriceSmart continues to invest in technologygy and talent to suppu ort the followingg three majjoa r drivers of ggrowth:
1. Invest in Remodeling Current PriceSmart Clubs, Adding New PriceSmart Locations and Opening
More Distribution Centers;
2. Increase Membership Value; and
3. Increase Sales via PriceSmart.com and Enhanced Online, Diggital and Technologgical Capabilities.
Basis of Presentation – The consolidated financial statements have been prepared in accordance with the
instructions to Form 10-K for annual financial reporting pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (“SEC”) and U.S. generally accepted accounting principles (“GAAP”) for annual financial
information. The consolidated financial statements include the accounts of PriceSmart, Inc., a Delaware corporation, and its
subsidiaries. Inter-company transactions between the Company and its subsu idiaries have been eliminated in consolidation.
NOTE 2 – SUMMARYRR OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation – The consolidated financial statements of the Company included herein include the
assets, liabilities and results of operations of the Company’s wholly owned subsidiaries, subsu idiaries in which it has a
lling interest, and the Company’s joint venturtt es for which the Company has determined that it is the primaryrr
contrott
beneficiary. The Company’s net income excludes income attrt
ibutable to non-controlling interests. The Company reports non-
contrott
lling interests in consolidated entities as a component of equiq ty separate from the Company’s equity. The consolidated
financial statements also include the Company's investment in, and the Company's share of the income (loss) of,ff joint
venturtt es recorded under the equity method. All significff ant inter-company accounts and transactions have been eliminated in
consolidation. The consolidated financial statements have been prepared by the Company pursuant to the rules and
regulations of the SEC and reflect all adjud stments (consisting of normal recurring adjud stments) 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 Company determines whether any of the joint venturt es in which it has made investmet
nts is a Variable Interest
Entity (“VIE”) at the start of each new venturtt e and if a reconsideration event has occurred. At this time, the Company also
considers whethet
r 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 beneficff
iary. If the Company determines that it is not the primaryrr beneficiary of the VIE, then the Company
records its investment in, and the Company's share of the income (loss) of,ff joint venturtt es recorded under the equity method.
Due to the nature of the joint venturt es that the Company participates in and the continued commitments for additional
financing, the Company determined these joint venturt es are VIEs.
In the case of the Company's ownership interest in real estate development joint venturt es, botht parties to each joint
venturtt e share all rights, obligations and the power to direct the activities of the VIE that most significff antly impact the VIE's
economic perforff mar
nce. As a result, the Company has determined that it is not the primaryrr beneficiary of the VIEs and,
thereforff e, has accounted for these entities under the equiq ty method. Under the equiq ty method, the Company's investments in
nt in the stock of an investee at cost and are adjud sted for the
unconsolidated affiff liates are initially recorded as an investmet
carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee afteff
r the date of
the initial investment. The Company's ownership interest in real estate development joint venturt es the Company has recorded
under the equiq ty method as of August 31, 2023 are listed below:
40
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Real Estate Development Joint Ventures
Countries
Ownership
GolfPaff
rk Plaza, S.A.
Price Plaza Alajuela PPA,PP
S.A.
Panama
Costa Rica
50.0%
50.0%
(1) Joint venture interests are recorded as investment in unconsolidated affiff liates on the consolidated balance sheets.
Basis of
Presentation
Equiq ty(1)
Equiq ty(1)
Use of Estimates – The preparation of financial statements in conforff mi
ty with U.S. GAAP requires management
the amounts reported in the consolidated financial statements and
to make estimates and assumptions that affeff ct
accompanying notes. These estimates and assumptions take into account historical and forward-looking factors that the
Company believes are reasonable. Actual results could differff
from those estimates and assumptions.
r
Cash and Cash Equivalents – The Company considers as cash and cash equiq valents 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. In addition, the Company invests some of our cash in money market funds which
are considered equity securities and are held at fair value in Cash and cash equiq valents on the Consolidated Balance Sheets.
The fair value of money market funds held was $100.2 million as of August 31, 2023 and $6.6 million as of August 31, 2022.
We receive interest payments from the money market funds which are recorded in the Interest income line item under the
Other expense capta ion within the Consolidated Statements of Income.
Restricted Cash – The following tabla e summarizes the restricted cash reported by the Company (in thousands):
Short-term restritt cted cash
Long-term restritt cted cash
Total restricted cash(1)
August 31,
2023
August 31,
2022
$
$
2,865 $
9,353
12,218 $
3,013
10,650
13,663
(1) Restricted cash consists of cash deposits held within banking instituttt
ions in compliance with federal regulatory requirements in Costa
Rica and Panama. In addition, the Company is required to maintain a certificff ate of deposit and/or security deposits of Trinidad dollars,
as measured in U.S dollars, of approximately $6.4 million with a few of its lenders as compensating balances for several U.S. dollar
and euro denominated loans payabla e over several years. The certificff ates of deposit will be reduced annually commensurate with the
loan balances.
Short-TerTT m Investments – The Company considers as short-term investmet
nts, certificff ates of deposit and similar
time-based deposits with financial institutt
ions with maturities over three months and up to one year.
time-based deposits with financial institutt
Investments – The Company considers as long-termr
ions with maturities over one year.
Long-TermTT
investmet
nts, certificff ates of deposit and similar
Goodwill – Goodwill totaled $43.1 million as of August 31, 2023 and $43.3 million as of August 31, 2022. The
Company reviews reported goodwill at the reporting unit level for impam irmer
nt. 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.
The changes in the carryirr ng amount of goodwill for the year ended August 31, 2023 are as follows (in thousands):
Goodwill at August 31, 2022
Foreign currency exchange rate changes
Goodwill at August 31, 2023
Amount
$
$
43,303
(193)
43,110
41
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Other intangibles at August 31, 2022
Amortization
NNet othet
r intangibles at August 31, 2023
Total goodwill and othet
r intangibles, net August 31, 2023
Amount
765
(765)
—
43,110
$
$
$
Receivables – Receivabla es consist primarily of credit card receivabla es and receivabla es 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 impam ct collectability.
Tax Receivables – The Company pays Value Added Tax (“VAT”AA ) or similar taxes, income taxes, and other taxes
within the normar
l 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 taxabla e income. VATAA is a form of indirect tax applied to the value
ing, wholesale and retail). This tax is similar to, but operates
added at each stage of producd tion (primary,yy manufacturtt
somewhat differff ently than, sales tax paid in the United States. The Company generally collects VATAA from its Members upon
sale of goods and services and pays VATAA to its vendors upon purchase of goods and services. Periodically,yy the Company
submits VATAA reports to governmental agencies and reconciles the VATAA paid and VATAA received. The net overpaid VATAA may
be refunded or applied to subsu equeq nt returns, and the net underpaid VATAA must be remitted to the government. With respect
l income tax due this creates an income
to income taxes paid, if the estimated income taxes paid or withheld exceed the actuat
tax receivabla e. 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 VATAA and/or income tax. This collection mechanism generally leaves the Company
with net VATAA and/or income tax receivabla es, forcing the Company to process significff ant refund claims on a recurring basis.
These refund or offsff et processes can take anywhere from several months to several years to complete. Additionally, we are
occasionally required to make payma
ents for tax assessments that we are appealing, because we believe it is more likely than
not we will ultimately prevail.
In two countritt es where the Company operates, minimum income tax rules require the Company to pay taxes based
on a percentage of sales if the resulting tax were greater than the tax payaa bla e based on a percentage of income (Alternar
tive
Minimum Tax or "AMT"). As a result, the Company is making AMT payments substantially in excess of those it would
expect to payaa based on taxabla e income. The Company had income tax receivables of $10.7 million and $11.0 million and
deferred tax assets of $3.7 million and $3.5 million as of August 31, 2023 and August 31, 2022, respectively,yy in these
countries.
In the fourth quarter of fiscal year 2023, we recorded a $7.2 million charge to settle the AMT payma
ent dispute in
one of the aforff ementioned countries. Of this amount, $1.0 million relates to the reserve for an income tax receivable for one
of the tax years for which we sought a refund and the remaining $6.2 million is an accruar
l for the unpan id years of the dispute
in which the Company made tax payma
ents using the original computation based on taxabla e income.
While the rules related to refunds of income tax receivabla es in these countries are either unclear or complex, the
Company has not placed any type of allowance on the recoverabia lity of these tax receivabla es. Deferred tax assets or amounts
that maya be deemed under-paid, becausa e the Company believes that it is more likely than not that it will ultimately succeed
in its refund requests and appeals of these rules.
r evaluating the merits of the Company’s arguments, the court’s decision, and probabia lity that the othet
In one of the countries with a significff ant VATAA receivable balance, the Company received unfavff orable rulings at the
supreme court level of that countryrr denying a portion of the Company’s appeals for refund of over-withholdings of VAT.AA
Afteff
r related refund
appeals would receive the same judgment, the Company concluded that a total of $2.3 million of related VATAA receivables
would not be recoverabla e and this amount was written-offff in the third quarter of fiscal year 2023. These charges were recorded
in the Warehouse club and other expenses line item under the Selling, general and administrative capta ion within the
consolidated statements of income.
42
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The Company's various outstanding VATAA receivables and/or income tax receivables are based on cases or appeals
with their own set of facts and circumstances. The Company consults and evaluates with legal and tax advisors regularly to
understand the strengtht of its legal arguments and probability of successfulff
outcomes in addition to its own experience
of allowance on the
handling complex tax issues. Based on those evaluations, the Company has not placed any typeyy
recoverabia lity of the remaining tax receivabla es or deferred tax assets, because the Company believes that it is more likely
than not that it will ultimately succeed in its refund requests.
The Company’s policy for classification and presentation of VATAA receivabla es, income tax receivables and othet
r tax
receivables is as follows:
•
•
Short-term VATAA and Income tax receivables, recorded as Prepaid expenses and other current assets: This
classification is used for any countries where the Company’s subsu idiary has generally demonstrated the ability
to recover the VATAA or income tax receivabla e 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 VATAA and Income tax receivabla es, recorded as Other non-current assets: This classification is used
for amounts not approved for refund or credit in countritt es where the Company’s subsu idiary 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 VATAA and income tax receivabla e 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 VATAA and income tax receivables.
The following tabla e summarizes the VATAA receivables reported by the Company (in thousands):
Prepaid expenses and other current assets
Other non-current assets
Total amount of VATAA receivabla es reported
August 31,
2023
August 31,
2022
$
$
2,774 $
36,060
38,834 $
3,890
32,460
36,350
The following tabla e summarizes the Income tax receivabla es reported by the Company (in thousands):
Prepaid expenses and other current assets
Other non-current assets
Total amount of income tax receivables reported
August 31,
2023
August 31,
2022
$
$
17,749 $
19,176
36,925 $
12,077
19,985
32,062
Lease Accounting – The Company’s leases are operating leases for warehouse clubs and non-warehouse club
facilities such as corporate headquarters, regional offiff ces, 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-uff
se assets, net; Operating lease liabilities, current portion; and Long-term operating lease
liabilities on the consolidated balance sheets. The Company does not have finance leases.
Operating lease liabilities are recognized at commencement date based on the present value of the future minimum
lease paymaa
ents over the lease term. The Company’s leases generally do not have a readily determinable implicit rate;
thereforff e, 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 offeff
rings for companies with credit characteristics that approximate the Company's market risk profilff e.
In addition, we adjud st the incremental borrowing rate for jurisdictional risk derived from quoted interest rates from
financial institutt
ions to reflect the cost of borrowing in the Company’s local markets. The Company’s lease terms may include
options to purchase, extend or terminate the lease, which are recognized when it is reasonably certain that the Company will
exercise that option. The Company does not combine lease and non-lease components.
43
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The Company measures Right-of-use (“ROU”) assets based on the corresponding lease liabilities, adjud sted for any
ents made to the lessor before or at the commencement date (net of lease incentives).
initial direct costs and prepaid lease payma
The lease expense for minimum lease payma
ight-line basis over the lease term. Variable lease
payments are not included in the calculation of the ROU asset and the related lease liability and are recognized as incurred.
for additional contingent rent based
ents generally relate to amounts the Company paysa
The Company’s variable lease paymaa
on a contrat ctuat
lly stipulated percentage of sales.
ents is recognized on a stratt
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 adjud sted everyrr
reporting period to reflect the trend of actual physical inventoryrr and
cycle count results. In addition, the Company mayaa be required to take markdowns below the carrying cost of certain inventory
to expedite the sale of such merchandise.
Stock Based Compensation – The Company utilizes three typey s of equity awards: restritt cted stock awards
(“RSAs”), restritt cted stock units (“RSUs”) and perforff mar
nce-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 ratabla y or on a straight-
line basis over the life of the grant. The Company also recognizes compensation cost for PSUs over the perforff mance period
of each tranche, adjud sting this cost based on the Company's estimate of the probabia lity that perforff mance 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 forfeiff
tures 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 (deficff
iency) resulting from the taxation of stock-based compensation as an operating cash flow in its consolidated
statement of cash flows.
r shares
RSAs are outstanding shares of common stock and have the same cash dividend and voting rights as othet
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
ent to the employees and directors with unvested RSUs of amounts equaq l to the dividend they
equivalents, requiring payma
would have received had the shares of common stock underlying the RSUs been actually issued and outstanding. Payments
of dividend equiq valents to emplm oyees are recorded as compensation expense.
PSUs, similar to RSUs, are awarded with dividend equiq valents, provided that such amounts become payaa bla e only if
nce metric has been
the perforff mance metric is achieved. At the time the Compensation Committee confirff ms the perforff mar
achieved, the accruer d dividend equivalents are paid on the PSUs.
Treasury Stock – Shares of common stock repurchased by the Company are recorded at cost, including transaction
costs and excise taxes, as treasury stock and result in the reduction of stockholders’ equity in the Company’s consolidated
balance sheets. The Company maya reissue these treasury shares as part of its stock-based compensation programs. When
treasury shares are reissued, the Company uses the first in/firff st 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 differff ence is first charged against any credit balance
ended August 31,
in APIC from treasury stock and the balance is charged to retained earnings. During the twelve monthst
2023, the Company reissued approximately 6,333 treasury shares.
Fair Value Measurements – The Company measures the fair value for all financial and non-financial assets and
liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring or nonrecurrirr ng
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 transferff
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.
44
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
ASC 820, Fair Value Measurements and Disclosures, sets forth a fair value hierarchy that categorizes inputs to
valuation techniques used to measure and revalue fair value. These tiers include: Level 1, defined as observable inputn
s 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, definff ed as unobservable input
s in which little or no market data exists, thereforff e
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 inpun
ts 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 input
s in determining the fair value of
long-termr
debt.
n
n
Non-financial assets and liabilities are revalued and recognized at fair value subsu equent to initial recognition when
nt charges of $4.8 million to mark our
nt. During fiscal year 2023, we recorded impairmer
there is evidence of impam irmer
availabla e-for-sale assets down to their fair market value.
The disclosure of fair value of certain financial assets and liabilities recorded at cost is as follows:
Cash and cash equivalents:tt The carryirr ng value approximates fair value due to the short maturity of these
ing value of our money market funds is the fair value based on quoted prices in active markets
instruments. The carryr
at the measurement date and thereforff e are classified as Level 1 inputs. The fair value of money market funds held
was $100.2 million as of August 31, 2023 and $6.6 million as of August 31, 2022.
Short-term restritt cted cash: The carryrr
instruments.
ing value approximates fair value due to the short maturity of these
nts:tt Short-term investments consists of certificff ates of deposit and similar time-based deposits
Short-term investmett
with financial institutt
. The carrying value
ions with maturity dates over three months and up to twelve monthst
approximates fair value due to the maturity of the underlying certificff ates of deposit within the normal operating
cycle of the Company.
Long-term investmett
with financial institutt
maturity of the underlying certificates of deposit.
nts:tt Long-termr
investments consists of certificff ates of deposit and similar time-based deposits
ions with maturity dates over one year. The carryirr ng value approximates fair value due to the
Long-term restritt cted cash: Long-term restricted cash primarily consists of certificff ates of deposit with maturity dates
of over a year, which are held as collateral against our long-term debt. The carryirr ng value approximates fair value
due to the maturity of the underlying certificff ates of deposit.
Accounts receivable: Receivabla es consist primarily of credit card receivables and receivabla es 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 collectabia lity along with the consideration of current and expected market conditions that
could impam ct collectabia lity.
Short-term VAT and income taxaa receivables: The carryirr ng value approximates fair value due to the short maturity
of these accounts.
Long-term VAT and income taxaa receivables: The fair value of long-term receivabla es would normally be measured
using a discounted cash flow analysis based on the current market interest rates for similar types of financial
instruments, with an estimate of the time these receivabla es are expected to be outstanding. The Company is not able
to provide an estimate as to the time these receivables owed to the Company by various government agencies are
expected to be outstanding; thereforff e, the Company has not presented a fair value on the long-term VATAA and income
tax receivabla es.
Short-term debt: The carryrr
ing value approximates fair value due to the short maturity of these instrutt ments.
Long-term debt: The fair value of debt is generally measured using a discounted cash flow analysis based on current
s are not quoted prices in active markets
market interest rates for similar typey s of financial instruments. These inputn
but they are either directly or indirectly observable; thereforff e, they are classified as Level 2 inpun ts. The carryrr
ing
value and fair value of the Company’s debt as of August 31, 2023 and August 31, 2022 is as follows (in thousands):
45
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
August 31, 2023
August 31, 2022
Carrying
Value
Fair
Value(1)
Carrying
Value
Fair
Value(1)
Long-term debt, including current portion
$
139,680 $
133,150 $
137,271 $
136,479
(1) The Company has disclosed the fair value of long-term debt, including debt for which it has entered into cross-currency interest rate
swaps, using the derivative obligation as of August 31, 2023 to estimate the fair value of long-term debt, which includes the effeff cts
that the cross-currency interest rate swaps have had on the fair value of long-term debt.
Derivative 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
l terms of a hedged instrument closely mirror those of the hedged item and are intended to provide a high degree
contrat ctuat
of risk reduction and correlation. Contracts that are effeff ctive at meeting the risk reduction and correlation criteria (effect
ive
hedge) are recorded using hedge accounting. If a derivative financial instrument is an effeff ctive hedge, changes in the fair
value of the instrument will be reported in accumulated othet
r comprehensive loss until the hedged item completes its
contrat ctuat
l term. Instrut ments 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.
ff
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 contratt cts by limiting transactions to counterparr
rties with which the
Company has an establa ished banking relationship. There can be no assurance, however, that this practice effeff ctively mitigates
counterparty risk.
Cash Flowl
Instrutt ments.tt The Company is a partytt
to receive floating interest rate, paya fixed-rate interest rate swaps
to hedge the interest rate risk of certain U.S. dollar denominated debt within its international subsu idiaries. The swaps are
designated as cash flow hedges of interest expense risk. These instruments are considered effeff ctive hedges and are recorded
using hedge accounting. The Company is also a party to receive variable interest rate, payaa 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 subsu idiaries 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 payma
ents on the U.S.
denominated debt. These instrutt ments are also considered to be effeff ctive 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 othet
r 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 13 - Derivative Instruments and Hedging Activities” for information on the fair value of interest
rate swaps and cross-currency interest rate swaps as of August 31, 2023 and August 31, 2022.
Fair Value Instrutt ments.tt 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-deliverabla e forward foreign-exchange contracts that are
intended to offsff et changes in cash flows attributable to currency exchange movements. The contracts are intended primarily
to economically address exposure to U.S. dollar merchandise inventoryrr expenditurt es 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 contrat cts do not contain any credit-risk-related contingent
featurt es and are limited to less than one year in duration.
46
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Revenue Recognition – The accounting policies and othet
r disclosures such as the disclosure of disaggregated
revenues are described in “Note 3 – Revenue Recognition.”
Cost of Goods Sold – The Company includes the cost of merchandise and food service and bakery raw materials
in cost of goods sold - net merchandise sales. The Company also includes in cost of goods sold - net merchandise sales the
external and internal distribution and handling costs for supplying merchandise, raw materials and supplu
ies to the warehouse
clubs, and, when applicable, costs of shipping to Members. External costs include inbon und freight, duties, drayage, fees,
insurance, and non-recoverabla e value-added tax related to inventoryrr
shrink, spoilage and damage. Internal costs include
payroll and related costs, utilities, consumable supplies, repair and maintenance, rent expense and building and equiq pment
depreciation at the Company's distribution facilities and payra oll and other direct costs for in-club demonstrations.
costs for suppl
For export sales, the Company includes the cost of merchandise and external and internal distribution and handling
u
ying merchandise in cost of goods sold - exports.
Until the disposal of Aeropost in the first quarter of fiscal year 2022, the Company included the costs for the
r direct costs incurred to provide
marketplt ace and casillero operations of external and internal shipping, handling and othet
delivery,yy insurance and customs processing services in cost of goods sold - non-merchandise.
Vendor consideration consists primarily of volume rebates, time-limited producd t promotions, cooperative marketing
effoff
rts, digital advertising, slotting fees, demonstration reimbum rsements 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 probabla e and reasonably estimabla e. Cooperative
rts and digital advertising are related to consideration received by the Company from vendors for non-distinct
marketing effoff
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 preferff ential "end cap"a
placement of the vendor's producd ts within the warehouse
club. Demonstration reimbum rsements are related to consideration received by the Company from vendors for the in-clubu
promotion of the vendors' producd ts. 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 inventoryrr on hand and this amount is reclassified as a reduction to inventory, if significff ant. Promptm payment discounts are
taken in substantially all cases and thereforff e are applied directly to reduce the acquisition cost of the related inventory,rr with
the resulting effeff ct recorded to cost of goods sold when the inventory is sold.
Selling, General and Administrative – Selling, general and administrative costs consist primarily of expenses
associated with operating warehouse clubs and freight forwarding operations. These costs include payra oll and related costs,
including separation costs associated with the Chief Executive Offiff cer departurt e, utilities, consumable supplies, repair and
maintenance, rent expense, building and equiq pment depreciation, bank, credit card processing fees, and amortization of
intangibles. Also included in selling, general and administrative expenses are the payra oll and related costs for the Company’s
U.S. and regional management and purchasing centers.
In Decembem r 2022, the Company announced that Sherryrr Bahrambeygui would resign as Chief Executive Offiff cer
effeff ctive Februarr
ry 3, 2023. In connection with her departurt e, 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. Bahrambem ygui had subsu tantially rendered the required services per
her separation agreement, the Company recorded these charges in the second quarter of fiscal year 2023. These charges were
recorded in the Separation costs associated with Chief Executive Offiff cer departurt e line item under the Selling, general and
administrative capta ion within the Consolidated Statements of Income and are recorded in the Company’s United States
segment. The Company subsu tantially fulfilff led all paymaa
ent 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 (thet
costs of start-up activities, including
organization costs and rent) for new warehouse clubs as incurred.
47
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Asset Impairment and Closure Costs – The Company periodically evaluates its long-lived assets for indicators of
impairment. 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. These periodic evaluations could causa e management to
conclude that impairmer
nt factors exist, requiring an adjud stment of these assets to their then-current fair value. Future business
conditions and/or activity could differff materially from the projections made by management causa ing the need for additional
impairment charges. In the fourth quarter of fiscal year 2023, the Company recorded a $5.7 million charge primarily related
to remeasurement of the assets of our Trinidad sustainabla e packaging plant to their estimated fair value upon our decision to
seek to sell the plant. We planned to use the plant to increase effiff ciencies by eliminating intermediaries in packaging and
ts. However, we found
ing some of our packaging materials using compostabla e or recyclable inpun
labea
that achieving economic feasibility proved challenging. Thereforff e, we decided to refocus our effoff
rts on our core
competencies as a retailer and redeploy plant assets we could use in our club business and seek a buyer for the remainder.
The assets were written down to their estimated fair value less costs to sell and are presented within the Prepaid expenses
nt charges are recorded within the Asset
and othet
impairment and closure costs line item within the Consolidated Statements of Income and are recorded in the Company's
Caribbean segment. We believe the sale of the assets held for sale is probable within one year.
r current assets line within the Consolidated Balance Sheets. The impairmer
ling and manufacturt
Loss Contingencies and Litigation – The Company records and reserves for loss contingencies if (a) information
availabla e prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impam ired
or a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can be reasonabla y
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 effeff ct is made.
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 effeff ct during the period. The
corresponding translation gains and losses are recorded as a component of accumulated other comprehensive income or loss.
These adjud stments will affeff ct net income upon the sale or liquidation of the underlying investment.
The following tabla e discloses the net effeff ct of translation into the reporting currency on other comprehensive loss
for these local currency denominated accounts for the years ended August 31, 2023, 2022 and 2021:
Years Ended August 31,
2023
2022
2021
Effeff cts on other comprehensive income (loss) due to foreign currency
restatement
$
33,708 $
(19,034) $
(7,837)
Monetary assets and liabilities denominated in currencies othet
r 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.
Currency loss
Years Ended August 31,
2023
2022
2021
$
(15,396) $
(7,414) $
(5,395)
Income Taxes – The Company accounts for income taxes using the asset and liability method. Under the asset and
liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differff ences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxabla e income in the years in which those
temporaryrr differff ences and carry-rr
forwards are expected to be recovered or settled. The effeff ct on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance
to reduce deferred tax assets to amounts expected to be realized.
is establa ished when necessaryrr
48
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The Company is 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 the Company to interpret the applicable tax laws
and regulations in effeff ct in such jurisdictions, which could affeff ct 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 subju ect to routine reviews by the various federal, state and foreign taxing
authorities in the jurisdictions in which the Company files its returns. As part of these reviews, a taxing authority maya disagree
with respect to the interpretations the Company used to calculate its tax liability and thereforff e require the Company to paya
additional taxes.
The Company accruer
s 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 a 50% or less likelihood of being sustained. This requires significff ant judgment, the use of estimates, and
the interpretation and application of complex tax laws. When facts and circumstances change, the Company reassesses these
probabilities and records any changes in the consolidated financial statements as appropriate.
Other Taxes – The Company is subju ect to tax examinations for value added, sales-based, payra oll and other non-
income taxes and the Company is subject to ongoing examinations in various jurisdictions. In certain cases, the Company
has received assessments and judgments from the respective tax authorities in connection with these examinations. Unless
otherwise indicated, the Company considers based on its interpretation and application of complex tax laws, that a material
liability is not probable or the possible losses or range of possible losses associated with these cases are immaterial; however,
if decided adversely to the Company, could result in a liability material to the Company's consolidated financial statements.
In certain countries, the Company is required to pay taxes based on a percentage of sales (Alternarr
tive Minimum Tax or
"AMT") if the percentage of sales method results in a higher amount of tax payabla e than the amount payaaa bla e based on taxabla e
income at the statutt oryrr
income tax rate. The portion of taxes based on a percentage of sales that is greater than the amount
based on taxabla e income at the statutt ory income tax rate, are recorded in the Warehouse club and other expenses line item
under the Selling, general and administrative capta ion within the consolidated statements of income.
Recent Accounting Pronouncements Adopted
There were no new accounting standards that had a material impact on the Company’s consolidated financial
statements during the twelve-montht period ended August 31, 2023, and there were no other new accounting standards or
pronouncements that were issued but not yet effeff ctive as of August 31, 2023 that the Company expects to have a material
impact on its consolidated financial statements.
NOTE 3 – REVENUE RECOGNITION
The Company uses the five-step model to recognize revenue according to Accounting Standards Codification (ASC)
Topic 606, “Revenue Recognition from Contracts with Customers.” The five steps are:
•
•
•
•
•
Identify the contract with the customer;
Identity the perforff mance obligation(s);
Determine the transaction price;
Allocate the transaction price to each perforff mar
Recognize the revenue as the perforff mance obligations are satisfieff d.
nce obligation if multiple obligations exist; and
Perforff marr
nce Obligai
tions
The Company identifies each distinct perforff mar
nce obligation to transferff
The Company recognizes revenue when (or as) it satisfieff s a perforff mar
services to the customer.
nce obligation by transferff
goods (or bundle of goods) or services.
rirr ng control of the goods or
Net Merchandise Sales. The Company recognizes 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.
49
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Non-merchandiseii
Sales. Until the disposal of Aeropost in the first quarter of fiscal year 2022, the Company
recognized non-merchandise revenue, net of sales taxes, on transactions where the Company had determined that it was the
agent in the transaction. These transactions primarily consisted of contracts the Company entered into with its customers to
provide delivery,yy insurance and customs processing services for products its customers purchased online in the United States
either directly from other vendors utilizing the vendor’s website or through the Company’s marketplt ace site. Revenue was
recognized when the Company’s perforff mar
nce obligations were completed (that is when delivery of the items have been made
to the destination point) and was recorded in “non-merchandise revenue” on the consolidated statements of income.
Prepayment for orders for which the Company had not fulfilff led its perforff mance obligation were recorded as deferred income.
Additionally,yy the Company recorded revenue at the net amounts retained, i.e., the amount paid by the customer less amounts
remitted to the respective merchandise vendors, as the Company was acting as an agent and was not the principal in the sale
of those goods being purchased from the vendors by the Company’s customers.
Membershrr
ip Fee Revenue. Membership income represents annual membership fees paid by the Company’s
warehouse club Members, which are recognized ratabla y over the 12-month term of the membership. Our membership policy
allows for Members to cancel their membership in the first 60 days and receive a full refund. Afteff
r the 60-day period,
membership refunds are prorated over the remaining term of the membership. The Company has significff ant experience with
membership refunff d patternsr
and expects membership refunds will not be material. Thereforff e, 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.
Platl
inum Points Reward Progrr
ragg ms. The Company currently offeff
rs Platinum Memberships in all of its markets. 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
r accruerr d expenses and other current liabilities,
Company has reduced warehouse sales and has accruerr d a liability within othet
platinum rewards. The Company has determined that breakage revenue is 5% of the awards issued; thereforff e, it records 95%
of the Platinum Membership liability at the time of sale. Annually,yy 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.
Credrr
Co-brandeddd
it Card Points Reward Progrr
rams. 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 perforff mance 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 perforff mar
nce obligation with the amount
allocated to the future use points rewards recorded as a contract liability within other accruer d 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.
Gifti Cardsdd . 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 othet
r accruerr d expenses and other current liabilities in the consolidated balance sheets. These gift cards generally
have a one-year stated expiration date from the date of issuance and are generally redeemed prior to expiration. However,
the absence of a large volume of transactions for gift cards impairs the Company's ability to make a reasonable estimate of
the redemption levels for gift cards; thereforff e, the Company assumes a 100% redemption rate prior to expiration of the gift
card. The Company periodically reviews unredeemed outstanding gift cards, and the gift cards that have expired are
recognized as “Other revenue and income” on the consolidated statements of income.
50
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Co-brandeddd Credrr
it Card Revenue Sharing Agreements. As part of the co-branded credit card agreements that the
Company has entered into with financial institutt
ions within its markets, the Company ofteff n 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 institutt
ions (“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.
Determining the Transaction Price
The transaction price is the amount of consideration the Company expects to receive under the arrarr ngement. The
Company is required to estimate variable consideration (if any) and to factor that estimate into the determination of the
r sales incentives to customers, including discounts. For retail transactions, the
transaction price. The Company may offeff
and relied on this experience in its determination that
Company has significant experience with returns and refund patternsr
expected returns are not material; thereforff e, returns are not factored when determining the transaction price.
Discounts given to customers are usually in the form of coupons and instant markdowns and are recognized as
revenue accounts, as they are part of the transaction price of the merchandise sale.
redeemed and recorded in contratt
Manufacturt er coupons that are availabla e for redemption at all retailers are not recorded as a reduction to the sale price of
merchandise. Manufacturt er coupons or discounts that are specific to the Company are recorded as a reduction to the cost of
sales.
Agent Relationshipsi
The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, in
determining whether it is appropriate in these arrangements to record the gross amount of merchandise sales and related
costs, or the net amount earned as commissions. When the Company is considered the principal in a transaction, revenue is
recorded gross; otherwise, revenue is recorded on a net basis. The Company's Non-merchandise Sales revenues are recorded
on a net basis.
Signi
ificff ant Judgmeg
ntstt
For arrangements that contain multiple perforff mance obligations, the Company allocates the transaction price to each
perforff mance obligation on a relative standalone selling price basis. During fiscal year 2023, there were no revenue
transactions that required significff ant judgement.
Incremental costs to obtain contracts are not material to the Company.
Policy Elections
In addition to those previously disclosed, the Company has made the following accounting policy elections and
practical expedients:
•
•
•
Taxes - The Company excludes from the transaction price any taxes collected from customers that are remitted
to taxing authorities.
Shipping and Handling Charges - Charges that are incurred afteff
r the customer obtains control of goods are
deemed costs required to complete our perforff mance obligation. Thereforff e, the Company considers the act of
shipping afteff
nce obligation. These shipping
and handling costs are classified as “Costs of goods sold” in the consolidated statements of income because
they are incurred to fulfilff l a revenue obligation.
Time Value of Money - The Company's payment terms are less than one year from the transferff
of goods.
Thereforff e, the Company does not adjud st promised amounts of consideration for the effeff cts of the time value of
money.
l of goods to not be a separate perforff mar
r the customer obtains controt
51
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Contratt ct Perforff mance Liabilities
Contract perforff mar
nce 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 and are included in deferred income and other accrued expenses and other current
liabilities in the Company’s consolidated balance sheets. The following tabla e provides these contratt ct balances from
transactions with customers as of the dates listed (in thousands):
Deferred membership income
Other contract perforff mance liabilities
Contract Liabilities
August 31,
2023
August 31,
2022
$
$
31,079 $
12,347 $
28,000
10,473
Disaii ggregg gat
e
ed Revenues
In the following tabla e, net merchandise sales are disaggregated by merchandise categoryrr
(in thousands):
Foods & Sundries
Fresh Foods
Hardlines
Softlines
Other Business
NNet Merchandise Sales
Years Ended
August 31,
2023
August 31,
2022
August 31,
2021
$
2,148,584 $
1,947,734 $
1,736,509
1,262,132
1,145,920
1,003,694
454,207
230,950
204,833
443,311
227,371
180,481
409,644
175,505
140,090
$
4,300,706 $
3,944,817 $
3,465,442
52
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
NOTE 4 – PROPERTYRR
AND EQUIPMENT
Property and equipment are stated at historical cost. The historical cost of acquiring an asset includes the costs
incurred to bring it to the condition and location necessary for its intended use. Depreciation is computed on the straight-line
life of fixturtt es and equiq pment ranges from 3 to 15 years and
basis over the estimated usefulff
that of certain components of building imprm ovements and buildings from 10 to 40 years. Leasehold improvements are
amortized over the shorter of the lifeff of the improvement or the expected term of the lease. In some locations, leasehold
improvements are amortized over a period longer than the initial lease term where management believes it is reasonably
certain that the renewal option in the underlying lease will be exercised because an economic penalty may be incurred if the
option is not exercised. The sale or purchase of property and equipment is recognized upon legal transferff
lives of the assets. The usefulff
of property.
Property and equipment consist of the following (in thousands):
Land
Building and improvements
Fixturt es and equipment
Construcr
tion in progress
Total property and equiq pment, historical cost
Less: accumulated depreciation
Property and equipment, net
August 31,
2023
August 31,
2022
$
238,374 $
650,060
385,100
99,545
1,373,079
(522,751)
224,278
592,749
343,859
42,602
1,203,488
(446,247)
$
850,328 $
757,241
Depreciation and amortization expense (in thousands):
Depreciation expense, Property and equiq pment
Amortization expense, Intangible assets
Total depreciation and amortization expense
Years Ended August 31,
2023
2022
2021
$
$
71,933 $
66,255 $
765
1,613
72,698 $
67,868 $
62,579
2,404
64,983
The Company capitalizes interest on expenditures for qualifyiff ng assets over a period that covers the duration of the
activities required to get the asset readydd for its intended use, provided that expenditurt es for the asset have been made and
interest cost is being incurred. Interest capia talization continues as long as those activities and the incurrence of interest cost
continue. The amount capia talized in an accounting period is determined by applying the Company’s consolidated
capitalization rate (average interest rate) to the average amount of accumulated expenditurt es for the qualifyiff ng asset, for each
country,rr during the period. The capitalization rates are based on the interest rates applicable to borrowings outstanding during
the period.
Total interest capia talized (in thousands):
Total interest capia talized
Total interest capia talized (in thousands):
Interest capitalized
53
Balance as of
August 31,
2023
August 31,
2022
$
15,426 $
12,934
Years Ended August 31,
2023
2022
2021
$
2,083 $
1,263 $
2,282
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
A summaryrr of asset disposal activity for fiscal years 2023, 2022 and 2021 is as follows (in thousands):
Fiscal Year 2023
Fiscal Year 2022
Fiscal Year 2021
Historical
Cost
Accumulated
Depreciation
$
$
$
11,484 $
12,785 $
10,946 $
10,379 $
11,327 $
9,534 $
Proceeds
from
disposal
Loss
recognized
361 $
193 $
385 $
(744)
(1,265)
(1,027)
The Company also recorded within accounts payaaa bla e and other accrued expenses approximately $3.9 million and
$0.6 million, respectively, as of August 31, 2023 and $2.2 million and $0.9 million, respectively,yy as of August 31, 2022 of
liabilities related to the acquisition and/or construcr
tion of property and equipment.
NOTE 5 – 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 availabla e
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 availabla e to common stockholders. A participating security is defined as a security that may participate in undistributed
earnings with common stock. The Company’s capia tal structurt e includes securities that participate with common stock on a
one-forff
-one basis for distribution of dividends. These are the restricted stock awards (“RSAs”), restricted stock units
(“RSUs”) and perforff mance stock units (“PSUs”) issued pursuant to the 2013 Equiq ty Incentive Award Plan, provided that the
Company does not include PSUs as participating securities until the perforff mar
nce conditions have been met. 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 equaq l to the dividend they would have received had
the shares of common stock underlying the RSUs been actually issued and outstanding. PSUs, similar to RSUs, are awarded
with dividend equivalents, provided that such amounts become payaa bla e only if the performance metric is achieved. At the
time the Compensation Committee confirff ms the perforff mance metric has been achieved, the corresponding dividend
equivalents are paid on the PSUs. 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 perforff mar
nce
stock units 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 tabla e sets fortht
the computation of net income per share attributable to PriceSmart for the twelve
months ended August 31, 2023, 2022 and 2021 (in thousands, except per share amounts):
NNet income attributable to PriceSmart, Inc.
Less: Allocation of income to unvested stockholders
NNet income attributable to PriceSmart, Inc. availabla e for distribution
Basic weighted average shares outstanding
Add dilutive effeff ct of perforff mance stock units (two-class method)
Diluted average shares outstanding
Basic net income per share
Diluted net income per share
Years Ended August 31,
2023
2022
2021
$
$
$
$
109,205 $
104,534 $
(1,311)
(1,245)
107,894 $
103,289 $
30,763
23
30,786
30,591
9
30,600
3.51 $
3.50 $
3.38 $
3.38 $
97,963
(1,282)
96,681
30,403
—
30,403
3.18
3.18
54
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
NOTE 6 – STOCKHOLDERS’ EQUITY
Dividei ndsdd
The following tabla e summarizes the dividends declared and paid during fiscal years 2023, 2022 and 2021 (amounts
are per share):
Declared
2/3/2023
2/3/2022
2/4/2021
First Payment
Second Payment
Amount
$
$
$
0.92
0.86
0.70
Record
Date
2/16/2023
2/15/2022
2/15/2021
Date
Paid
2/28/2023 $
2/28/2022 $
2/26/2021 $
Amount
0.46
0.43
0.35
Record
Date
8/15/2023
8/15/2022
8/15/2021
Date
Paid
Amount
8/31/2023 $
8/31/2022 $
8/31/2021 $
0.46
0.43
0.35
The Company anticipates the ongoing payma
ent of semi-annual dividends in subsu equent periods, although the actual
declaration of future dividends, if any, the amount of such dividends, and the establa ishment of record and payment dates is
subject to final determination by the Board of Directors at its discretion afteff
r its review of the Company’s financial
perforff mance and anticipated capia tal requirements, taking into account the uncertain macroeconomic conditions on our results
of operations and cash flows.
Othett
r Comprehensive Income (Loss) and Accumulated Othett
r Comprehensive Loss
The following tabla es disclose the effeff cts on accumulated other comprehensive loss of each component of other
comprehensive income (loss), net of tax (in thousands):
Ending balance, August 31, 2020
Foreign currency translation adjud stments
Defined benefit pension plans (1)
Derivative instruments (2)
Amounts reclassified from accumulated other comprehensive loss
Ending balance, August 31, 2021
Foreign currency translation adjud stments
Defined benefit pension plans (1)
Derivative instruments (2)
Amounts reclassified from accumulated other comprehensive loss
Sale of Aeropost
Ending balance, August 31, 2022
Foreign currency translation adjud stments
Defined benefit pension plans (1)
Derivative instruments (2)
Amounts reclassified from accumulated other comprehensive loss
Attributable to
PriceSmart
$
(176,820) $
(7,837)
(230)
2,252
127
Non-
controlling
Interests
134
117
—
—
—
Total
$
(176,686)
(7,720)
(230)
2,252
127
$
(182,508) $
251
$
(182,257)
(19,034)
(341)
6,170
127
—
3
—
—
—
(254)
(19,031)
(341)
6,170
127
(254)
$
(195,586) $
— $
(195,586)
33,708
(1,819)
(443)
148
—
—
—
—
33,708
(1,819)
(443)
148
Ending balance, August 31, 2023
$
(163,992) $
— $
(163,992)
(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 13 - Derivative Instruments and Hedging Activities.”
55
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Retained Earnings Not Availaii blell
for Distii ritt buii
tion
The following tabla e summarizes retained earnir ngs designated as legal reserves of various subsidiaries which cannot
be distributed as dividends to PriceSmart, Inc. according to applicable statutt ory regulations (in thousands):
Retained earnings not availabla e for distribution
Share Repuee
rchase Program
August 31,
2023
August 31,
2022
$
9,110 $
8,648
In July 2023 we announced a program authorized by our Board of Directors to repurchase up to $75 million of our
common stock. Subsequeq nt to our fiscal year that ended on August 31, 2023, we successfully completed the program. We
purchased a total of approximately 1,007,000 shares of our common stock under the program. The repurchases were made
on the open market pursuant to a trading plan establa ished pursuant to Rule 10(b)5-1 under the Securities Exchange Act of
1934, as amended, which permits common stock to be repurchased at a time that we might othet
rwise be precluded from
doing so under insider trading laws or self-iff mposed trading restrictions. We do not expect to continue repurchases or adopt a
new repurchase plan at this time. However, the Board of Directors could choose to commence another program in the future
at its discretion afteff
r its review of the Company’s financial perforff mance and anticipated capital requirements.
Share repurchase activity under the Company’s repurchase programs for the periods indicated was as follows (total
cost in thousands):
NNumber of common shares acquired
Average price per common share acquiq red
Total cost of common share acquired
NOTE 7 – POST EMPLOYMENT PLANS
Defie neii d Contritt buii
tion Planll
s
Years Ended
August 31,
2023
August 31,
2022
71,530
78.54 $
5,618 $
$
$
—
—
—
PriceSmart offeff
rs a defined contritt bution 401(k) retirement plan to its U.S. emplm oyees, including warehouse club
employees in the U.S. Virgin Islands, which auto-enrolls employees in the plan immediately on the first daya of emplm oyment.
The Company makes non-discretionary contritt butions to the 401(k) plan with a 4% “Company Contribution” based on the
employee’s salary regardless of the emplm oyee’s own contritt butions to the plan up to the IRS maximum allowed. The Company
also makes incremental non-discretionaryrr contritt butions to the 401(k) plan to the emplm oyees who defer up to 2% of their
salary. Emplm oyer contritt butions to the 401(k) plan for the Company's U.S. emplm oyees were $2.9 million during fiscal years
2023 and 2022, and $2.6 million during fiscal year 2021.
PriceSmart also offeff
rs defined contribution retirement plans in many of its subsu idiaries. The Company makes non-
discretionaryrr contritt butions to these plans based on the emplm oyee’s salary,yy regardless of the employee’s own contributions to
the plan, up to the maximum allowed. The expenses associated with the plans for the Company’s non-U.S. employees were
$4.5 million, $3.6 million and $3.0 million during fiscal years 2023, 2022 and 2021, respectively.
56
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Defie neii d Benefie tii Planll
s
The Company's subsu idiaries located in three countries have unfunded post-employment benefit plans (definff ed
benefit plans) in which the subsu idiary is required to paya a specifieff d benefit upon retirement, voluntary departurtt e or death of
the emplm oyee. The amount of the benefit is predetermined by a formula based on the emplm oyee's earnings history, tenure of
service and age. Because the obligation to provide benefits arises as emplm oyees render the services necessary to earn the
benefits pursuant to the terms of the plan, the Company recognizes the cost of providing the benefits over the projected
employee service periods. These payments are only due if an employee reaches certain thresholds, such as tenure and/or age.
Thereforff e, these plans are treated as defined benefit plans. For these defined benefit plans, the Company has engaged
actuat
ries to assist with estimating the current costs associated with these future benefits. The liabilities for these unfunded
plans are recorded as non-current liabilities.
The following tabla e summarizes the amount of the funding obligation and the line items in which it is recorded on
the consolidated balance sheets as of August 31, 2023 and 2022 and consolidated statements of income for the fiscal years
ended August 31, 2023, 2022 and 2021 (in thousands):
Other Long-TermTT
Liability
Accumulated Other
Comprehensive Loss
August 31,
Operating Expenses
Year Ended August 31,
2023
2022
2023
2022
2023
2022
2021
Start of period
$
(2,976) $
(2,298) $
1,205 $
897
$
— $
— $
Service cost
Interest cost
Prior service cost
(including amortization)
Actuarial gains/(losses)
(303)
(139)
—
(2,425)
(205)
(129)
—
(344)
—
—
(26)
2,425
—
—
(36)
344
365
139
26
122
315
129
36
92
—
229
104
55
72
Totals
$
(5,843) $
(2,976) $
3,604 $
1,205 (1) $
652 $
572
$
460
(1) The Company has recorded a deferred tax asset of $1,106,000 and $377,000 as of August 31, 2023 and 2022, respectively, relating to
the unrealized expense on defined benefit plans. The Company also recorded accumulated other comprehensive loss, net of tax, for
$(2,500,000) and $(829,000) as of August 31, 2023 and 2022, respectively. The primaryr driver of the recorded accumulated other
comprehensive loss was a change in assumption for our Trinidad and Tobago post-employment benefit plan in which we expect less
turnover from our employees.
The valuation assumptions used to calculate the liability for the defined benefit plans differff
based on the country
where the plan applies. These assumptions are summarized as follows:
Valuation Assumptions:
Discount rate
Future salary escalation
Percentage of employees assumed to withdraw from Company without a benefit
(“turnover”)
Percentage of employees assumed to withdraw from Company with a benefit
(“disabia lity”)
Year Ended August 31,
2023
2022
4.6% to 6.4% 3.5% to 6.4%
3.0% to 5.2% 3.0% to 4.5%
6.7% to 15.0% 6.7% to 15.0%
0.5% to 1.5% 0.5% to 6.6%
For the fiscal year ending August 31, 2024, the Company expects to recognize, as components of net periodic benefit
cost, the following amounts currently recorded in accumulated othet
r comprehensive loss (in thousands):
Prior service cost
Amortization of actuarial loss
$
$
26
539
565
57
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Othett
r Post-Ett mpEE loymo
s
ent Benefie tii Planll
Some of the Company’s subsu idiaries are parties to funded and unfunff ded post-emplm oyment benefit plans based on
services that the emplm oyees have rendered. These plans require the Company to pay a specifieff d benefit on retirement,
ents to an external fund manager. The amount of these
voluntary departurt e or death of the employee, or monthly payma
payments is predetermi
ned by a formula based on the employee's earnirr ngs history and tenure of service. Becausa e the
obligation to provide benefits arises as emplm oyees render the services necessary to earn the benefits pursuant to the terms of
the plan, the cost associated with providing the benefits is recognized as the emplm oyee provides those services. The
employees' rights to receive payment on these plans are not dependent on their reaching certain thresholds like age or tenure.
Thereforff e, these plans are not treated as defined benefit plans. For these post-employment benefit plans, the Company has
accruer d liabilities that are recorded as accruerr d salaries and benefits and othet
r long-term liabia lities.
r
The following tabla e summarizes the amounts recorded on the balance sheet and amounts expensed on the
consolidated statements of income (in thousands):
Accrued Salaries
and Benefits
Other Long-TermTT
Liability
Restricted Cash
Held (1)
Operating Expenses
Years Ended August 31,
2023
2022
2023
2022
2023
2022
2023
2022
2021
Other Post Emplm oyment
Plans
$
738 $
522 $ 5,077 $ 4,567 $ 4,859 $ 4,382 $ 1,754 $ 1,423
$ 1,447
(1) With some locations, local statutes require the applicable Company subsu idiary to deposit cash in its own name with designated fund
managers. The funds earn interest, which the Company recognizes as interest income.
NOTE 8 – STOCK BASED COMPENSATIAA ON
Stock Based Compensation – The Company utilizes three typey s of equity awards: restricted stock awards
(“RSAs”), restricted stock units (“RSUs”) and perforff mance based restricted stock units (“PSUs”). Refer “Note 2 - Summaryrr
of Significff ant Accounting Policies.”
The Company adopted the 2013 Equiq ty Incentive Award Plan (thet
"2013 Plan") for the benefit of its eligible
employees, consultants and non-emplm oyee directors on Januaryrr 22, 2013. The 2013 Plan provides for awards covering up to
1.1 million shares of common stock plus the number of shares that remained availabla e for issuance as of Januaryrr 22, 2013
under three equiq ty participation plans previously maintained by the Company. The 2013 plan was amended in fiscal years
2021 to increase the number of shares of Common Stock availabla e for the grant of awards by 500,000 shares and furthet
r
amended in fiscal year 2023 to increase the number of shares of Common Stock availabla e for the grant of awards by an
additional 750,000 shares. The number of shares reserved for issuance under the 2013 Plan increases during the term of the
plan by the number of shares relating to awards outstanding under the 2013 Plan or any of the prior plans that expire, or are
ted, terminated, canceled or repurchased, or are settled in cash in lieu of shares. However, in no event will more than
forfeiff
an aggregate of 2,966,867 shares of the Company’s common stock be issued under the 2013 Plan.
The following tabla e summarizes the shares authorized and shares availabla e for future grants:
Shares authorized for issuance as of August 31, 2023
(including shares originally authorized for issuance under prior plans)
August 31,
2023
August 31,
2022
2013 Plan
2,317,923
1,223,574
549,319
Shares available to grant
58
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The following tabla e summarizes the components of the stock-based compensation expense for the twelve-month
periods ended August 31, 2023, 2022 and 2021 (in thousands), which are included in general and administrative expense and
warehouse club and othet
r operations in the consolidated statements of income:
Restricted stock awards
Restricted stock units
Perforff mance-based restricted stock units
Stock-based compensation expense
Years Ended August 31,
2023
2022
2021
$
$
10,641 $
9,378 $
11,010
3,701
2,232
3,519
3,906
3,939
3,475
16,574 $
16,803 $
18,424
The following tabla es summarize other information related to stock-based compensation:
Balance as of
August 31,
2023
August 31,
2022
August 31,
2021
Remaining unrecognized compensation cost (in thousands)
$
15,386 $
18,478 $
16,349
Weighted average period of time over which this cost will be
recognized (years)
2
2
2
Years Ended August 31,
2023
2022
2021
Excess tax benefit (deficff
thousands)
iency) on stock-based compensation (in
$
(2,787) $
(2,259) $
(778)
The restricted stock awards and units generally vest over a three-year period and the unvested portion of the award
ted if the emplm oyee or non-employee director leaves the Company before the vesting period is completed.
is forfeiff
Restricted stock awards, restricted stock units, and perforff mance-based restritt cted stock units activity for the twelve-
months ended August 31, 2023, 2022 and 2021 was as follows:
Grants outstanding at beginning of period
Granted
Forfeiff
ted
Vested
Grants outstanding at end of period
Years Ended
August 31,
2023
August 31,
2022
August 31,
2021
361,822
365,850
(118,577)
(266,354)
342,741
375,622
261,204
(16,184)
415,869
166,160
(12,436)
(258,820)
(193,971)
361,822
375,622
The following tabla e summarizes the weighted average per share grant date fair value for restricted stock awards,
restricted stock units, and perforff mar
nce based restricted stock units for fiscal years 2023, 2022 and 2021:
Weighted Average Grant Date Fair Value
RSAs, RSUs, and PSUs granted
RSAs, RSUs, and PSUs vested
RSAs, RSUs, and PSUs forfeiff
ted
59
Years Ended
August 31,
2023
August 31,
2022
August 31,
2021
$
$
$
63.93 $
70.26 $
66.14 $
76.85 $
72.69 $
69.70 $
79.02
70.03
70.56
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The following tabla e summarizes the total fair market value of restricted stock awards, restricted stock units, and
perforff mance based restricted stock units vested for the period (in thousands):
Years Ended
August 31,
2023
August 31,
2022
August 31,
2021
Total fair market value of restricted stock awards and units vested (in
thousands)
$
19,325 $
18,422 $
17,478
At the vesting dates for restricted stock awards to emplm oyees, the Company repurchases a portion of the shares that
have vested at the prior day'a s closing price per share, with the funds used to payaa the emplm oyees' tax withholding requirements
related to the vesting of restritt cted stock awards. The Company expects to continue this practice going forward.
Shares of common stock repurchased by the Company are recorded at cost as treasury stock and result in the
reduction of stockholders’ equiq ty in the Company’s consolidated balance sheets. The Company maya reissue these treasury
shares.
The following tabla e summarizes the equity securities repurchased during fiscal years 2023, 2022 and 2021 as part
of the Company's stock-based compensation programs:
Years Ended
August 31,
2023
August 31,
2022
August 31,
2021
Shares repurchased
99,998
88,415
Cost of repurchase of shares (in thousands)
$
7,245 $
6,259 $
62,282
5,542
The Company reissues treasury shares as part of its stock-based compensation programs. The following tabla e
summarizes the treasuryrr shares reissued during the period:
Reissued treasuryrr shares
Years Ended
August 31,
2023
August 31,
2022
August 31,
2021
6,333
8,314
96,400
60
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
From time to time, the Company and its subsidiaries are subju ect 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 effeff ct 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 impam cted by changes in circumstances relating to such matters.
The Company establa ishes an accruarr
l for legal proceedings if and when those matters reach a stage where they
present loss contingencies that are both probable and reasonably estimabla e. In such cases, there maya be a possible exposure
to loss in excess of any amounts accruerr d. The Company monitors those matters for developments that would affeff ct the
likelihood of a loss and the accruer d amount, if any, thereof, and adjud sts the amount as appropriate. If the loss contingency at
issue is not both probable and reasonably estimabla e, the Company does not establa ish an accruar
l, but will continue to monitor
the matter for developments that will make the loss contingency both probable and reasonably estimabla e. If it is at least a
reasonable possibility that a material loss will occur, the Company will provide disclosure regarding the contingency.
Income Taxes
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 effeff ct in such jurisdictions, which could affeff ct 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 subju ect 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 liabia lity and thereforff e require the Company to paya additional taxes.
The Company accruer
s 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
to “Note 10 - Income Taxes for additional information”).
recognized if it has less than 50% likelihood of being sustained (referff
In evaluating the exposure associated with various non-income tax filing positions, the Company accruer
s for
probable and estimabla e exposures for non-income tax related tax contingencies. As of August 31, 2023 and 2022, the
Company has recorded within other accrued expenses and other current liabilities a total of $9.6 million and $1.1 million,
respectively, for various non-income tax related tax contingencies. In the fourth quarter of fiscal year 2023, we recorded a
$7.2 million charge to settle an AMT payment dispute in one of the aforff ementioned countries. Of this amount, $1.0 million
is a reserve recorded against an income tax receivabla e for one of the tax years for which we sought a refund and the remaining
$6.2 million is an accruarr
ents using the original
l for the unpan id years of the dispute in which the Company made tax payma
computation based on taxabla e income. Additionally, as part of the settlement, the Company agreed to pay AMT on a go-
forward basis and accruerr d $2.0 million for fiscal year 2023.
While the Company believes the recorded liabilities are adequaq te, 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
unabla e to make a reasonable estimate of the sensitivity to change of estimates affeff cting its recorded liabilities. As additional
information becomes availabla e, the Company assesses the potential liabia lity and revises its estimates as appropriate.
Other Commitments
The Company is committed under non-cancelable operating leases for the rental of facilities and land. Refer to
“Note 12 – Leases”.
The Company also committed to non-cancelabla e construcrr
tion service obligations for various warehouse club
developments and expansions. As of August 31, 2023 and August 31, 2022, the Company had approximately $11.3 million
and $16.5 million, respectively, in contractuatt
tion services not yet rendered.
l obligations for construcr
61
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
As of August 31, 2023, the Company has signed one lease agreement which has not commenced related to the
relocation of its warehouse club in Miraflores, Guatemala. As part of the agreement, the landlord has agreed to build a shell
building which is estimated to be delivered in the first half of calendar year 2025. The lease will have a term of approximately
20 years and will commence upon delivery of the shell building to the Company. Per the lease agreement, the Company will
pay monthly fixed base rent payments which increase annually based on the Consumer Price Index. The Company will also
pay variable rent payments if the yearly warehouse sales for the location are in excess of a certain threshold. A collateralized
incremental borrowing rate was used to determine the present value of estimated future minimum lease commitments. The
present value of estimated future minimum lease commitments for this lease are as follows (in thousands):
Years Ended August 31,
2024
2025
2026
2027
2028
Thereafter
Total future lease payma
ents
Amount
—
276
1,604
1,558
1,513
20,013
24,964
$
$
From time to time, the Company has entered into general land purchase and land purchase option agreements. The
Company’s land purchase agreements are typiy cally subju ect 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 causa e by forfeiturt e of some or all of the deposits it has made pursuant to the agreement. As of August 31, 2023,
the Company had entered into four land purchase agreements that, if completed, would result in the use of approximately
$14.0 million in cash. Lastly,yy the Company has one lease option agreement for one additional warehouse club.
Refer to “Note 15 - Unconsolidated Affiff liates” for a description of additional capia tal contritt butions that may be
required in connection with joint venturt es to develop commercial centers adjad cent to PriceSmart warehouse clubs in Panama
and Costa Rica.
NOTE 10 – INCOME TAXES
Income from continuing operations beforff e provision for income taxes and loss of unconsolidated affiff liates includes
the following components (in thousands):
United States
Foreign
Income from continui gng operations beforff e provision for income taxes
and loss of unconsolidated affiff liates
Years Ended August 31,
2023
2022
2021
57,941 $
55,667 $
111,270
100,754
33,818
113,368
169,211 $
156,421 $
147,186
$
$
62
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Significant components of the income tax provision are as follows (in thousands):
Current:
U.S. tax expense
Foreign tax expense
Total
Deferred:
U.S. tax benefit
U.S. valuation allowance change
Foreign tax benefit
Foreign valuation allowance change
Total
Provision for income taxes
Years Ended August 31,
2023
2022
2021
$
$
$
$
$
21,604 $
20,824 $
41,639
34,334
63,243 $
55,158 $
16,904
35,918
52,822
(11,958) $
(11,894) $
(10,212)
12,598
(3,935)
3
11,823
(3,259)
30
(3,292) $
(3,300) $
59,951 $
51,858 $
9,777
(3,125)
(293)
(3,853)
48,969
The reconciliation of income tax computed at the Federal statutt oryrr
tax rate to the provision for income taxes is as
follows (in percentages):
Federal tax provision at statutt oryrr
rates
State taxes, net of federal benefit
Differff ences in foreign tax rates
Permanent items and othet
r adjud stments
Increase in valuation allowance
Provision for income taxes
Years Ended August 31,
2023
2022
2021
21.0 %
21.0 %
21.0 %
0.3
6.8
(0.1)
7.4
0.2
7.1
(2.6)
7.5
0.1
6.9
(2.2)
7.5
35.4 %
33.2 %
33.3 %
63
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Significant components of the Company’s deferred tax assets as of August 31, 2023 and 2022 are shown below (in
thousands):
Deferred tax assets:
Foreign tax credits
Deferred compensation
U.S. timing differff ences
Foreign net operating losses
Foreign timing differff ences:
Accruerr d expenses and other timing differff ences
Depreciation and amortization
Deferred income
Gross deferred tax assets
U.S. deferred tax liabia lities (depreciation and other timing differff ences)
Foreign deferred tax liabilities netted against deferred tax assets
U.S. valuation allowance
Foreign valuation allowance
NNet deferred tax assets
August 31,
2023
2022
$
43,632 $
32,322
1,664
6,845
4,911
9,365
15,160
7,338
88,915
(3,035)
(5,552)
(43,860)
(4,430)
$
32,038 $
1,782
7,746
5,026
9,937
13,019
7,749
77,581
(2,273)
(8,697)
(33,824)
(4,432)
28,355
For fiscal year 2023, the effeff ctive tax rate was 35.4%. The increase in the effeff ctive rate versus the prior year was
primarily attributable to the comparably favorabla e impam ct of 2.0% due to a greater portion of income falling into lower tax
jurisdictions, offsff et by the comparably unfavorabla e impact of 1.8% from the AMT settlement and 2.2% from asset impairment
and related closure costs.
For fiscal year 2023, management concluded that a valuation allowance continues to be necessary for certain U.S.
and foreign deferred tax assets primarily becausa e of the existence of negative objective evidence, such as the fact that certain
subsidiaries are in a cumulative loss position for the past three years, and the determination that certain net operating loss
carryforward periods are not sufficff
ient to realize the related deferred tax assets. The Company factored into its analysis the
inherent risk of forecasting revenue and expenses over an extended period of time and also considered the potential risks
associated with its business. The Company had net foreign deferred tax assets of $26.8 million and $22.6 million as of
August 31, 2023 and 2022, respectively.
The Company does not provide for income taxes which would be payaa bla e if undistributed earnings of its foreign
subsidiaries were remitted to the U.S. The Company considers earnings to be permanently reinvested for any jurisdiction
where distribution from a foreign affiff liate would causa e additional tax cost, and management has no plans to repatriate the
related undistributed earnings and profitff s from these foreign affiff liates. As of August 31, 2023 and 2022 the undistributed
earnings of these foreign subsu idiaries are approximately $369.6 million and $335.5 million, respectively.
The Company accruerr
s for the estimated additional amount of taxes for uncertain income tax positions if the
likelihood of sustaining the tax position does not meet the more-likely-than-not-standard for recognition of tax benefits.
These positions are recorded as unrecognized tax benefits.
64
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Balance at beginning of fiscal year
Gross increase - tax positions in prior period
Gross decrease - tax positions in prior period
Additions based on tax positions related to the current year
Expiration of the statutt e of limitations for the assessment of taxes
Years Ended August 31,
2023
2022
2021
$
5,041 $
3,911 $
4,573
35
—
143
(474)
264
—
1,356
(490)
135
(306)
333
(824)
Balance at end of fiscal year
$
4,745 $
5,041 $
3,911
As of August 31, 2023, the liability for income taxes associated with unrecognized tax benefits was $4.7 million
and can be reduced by $1.4 million of tax benefits recorded as deferred tax assets and liabilities. The total $4.7 million
unrecognized tax benefit includes $300,000 of associated timing adjud stmet
nts. The net amount of $4.4 million would, if
recognized, favorabla y affeff ct the Company's financial statements and favorabla y affeff ct the Company's effeff ctive income tax
rate.
The Company recognizes interest and/or penalties related to unrecognized tax benefits in income tax expense. As
of August 31, 2023 and 2022, the Company had accruerr d an additional $1.6 million and $1.5 million, respectively,yy for the
payment of interest and penalties related to the above-mentioned unrecognized tax benefits.
The Company expects changes in the amount of unrecognized tax benefits in the next 12 months as the result of a
e of statutt es of limitations in the twelve-montht period ending August 31,
e in various statutt es of limitations. The lapsa
lapsa
2023 could result in a total income tax benefitff amounting up to $600,000.
The Company has various appeals pending before tax courts in its subsidiaries' jurisdictions. Any possible settlement
could increase or decrease earnings but is not expected to be significff ant. Audit outcomes and the timing of audit settlements
are subject to significff ant uncertainty.
In two countritt es where the Company operates, minimum income tax rules require the Company to pay taxes based
on a percentage of sales if the resulting tax were greater than the tax payaa bla e based on a percentage of income (AMT). As a
result, the Company is making AMT payments subsu tantially in excess of those it would expect to paya based on taxabla e
income. The Company had income tax receivabla es of $10.7 million and $11.0 million as of August 31, 2023 and August 31,
2022, respectively, and deferred tax assets of $3.7 million and $3.5 million as of August 31, 2023 and August 31, 2022,
respectively, in these countries.
In the fourth quarter of fiscal year 2023, we recorded a $7.2 million charge to settle the AMT payma
ent dispute in
one of the aforff ementioned countries, $1.0 million of which was a reserve for an income tax receivabla e for one of the tax
years for which we sought a refund and the remaining $6.2 million is an accruar
l for the unpaid years of the dispute in which
the Company made tax payma
ents using the original computation based on taxabla e income.
While the rules related to refunds of income tax receivabla es in these countries are either unclear or complex, the
Company has not placed any type of allowance on the recoverabia lity of the remaining tax receivables, deferred tax assets or
amounts that may be deemed under-paid, because the Company believes that it is more likely than not that it will ultimately
succeed in its refund requests and appeals of these rules.
65
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The Company and its subsu idiaries file income tax returns in the U.S. federal jurisdiction and various state and
foreign jurisdictions. The Company is generally no longer subject to income tax examinations by tax authorities in its majoa r
jurisdictions except for the fiscal years subject to audit as set forth in the tabla e below:
Tax Jurisdiction
U.S. federal
California (U.S.) (state return)
Florida (U.S.) (state return)
a
Arubrr
Barbados
Costa Rica
Colombia
Dominican Republu ic
El Salvador
Guatemala
Honduras
Jamaica
Mexico
NNicaragua
Panama
Trinidad
U.S. Virgin Islands
Spain
Chile
*Aeropost only
Fiscal Years Subject to Audit
2005, 2007, 2014* to 2017*, 2018, 2020 to the present
2005 and 2019 to the present
2011* to 2018*, 2020 to the present
2018 to the present
2017 to the present
2011 to 2012, 2015 to 2016, 2019 to the present
2017 to the present
2011 to 2012, 2016, 2020 to the present
2019 to the present
2012 to 2013, 2019 to the present
2018 to the present
2017 to the present
2019 to the present
2019 to the present
2018 to the present
2016 to the present
2001 to the present
2020 to the present
2020* to the present
Generally for U.S. federal and U.S. Virgin Islands tax reporting purposes, the statutt e of limitations is three years
from the date of filing of the income tax return. If and to the extent the tax year resulted in a taxabla e loss, the statutt e is
extended to three years from the filing date of the income tax return in which the carryforff warr
rd tax loss was used to offsff et
rd year. Given the historical losses in these jurisdictions and the Section 382 change in
taxabla e income in the carryfrr orff warr
contrott
rds, there is uncertainty and significant variation as to when a tax year
is no longer subju ect to audit.
l limitations on the use of the tax loss carryfrr orff warr
66
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
NOTE 11 – DEBT
Short-term borrowings consist of unsecured lines of credit and short-term overdraftff borrowings. The following tabla e
summarizes the balances of total facilities, facilities used and facilities availabla e (in thousands):
Facilities Used
Total Amount
of Facilities
Short-term
Borrowings
Letters of
Credit
Facilities
Available
Weighted
average
interest rate
August 31, 2023 - Committed
August 31, 2023 - Uncommitted
August 31, 2023 - Overdraftff Used
(Uncommitted)
August 31, 2023 - Total
August 31, 2022 - Committed
August 31, 2022 - Uncommitted
August 31, 2022 - Total
$
$
$
$
75,000
91,000
—
—
8,376
303
—
—
—
75,000
82,624
—
166,000 $
8,679 $
— $
157,624
75,000
91,000
—
10,608
73
—
74,927
80,392
166,000 $
10,608 $
73 $
155,319
—%
13.2
12.0
12.7%
—%
5.3
5.3%
As of August 31, 2023 and August 31, 2022, the Company was in compliance with all covenants or amendedd
covenants for each of its short-term facility agreements. These facilities generally expire annual yly 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 forr
the bank’s commitment to fund any drawdowns the Company requests, the Company pays an annual commitment fee fof
0.25%, ppayaa bla e quarterly,yy on any unused portion of this facility. Additionally,yy the Company has uncommitted facilities in
most of the countries where it operates, with drawdown requests su jbject to approval yby the individual banks each time a
drawdown is requested.
67
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The following tabla e provides the changes in long-termr
debt for the twelve months ended August 31, 2023:
(Amountstt
in thousands)dd
Balances as of August 31, 2021
Proceeds from long-term debt received during the period:
Guatemala subsu idiary
Trinidad subsu idiary
Total proceeds from long-term debt received during the period
Repayments of long-term debt:
Reclassifications of long-term debt due in the next 12 months
Translation adjud stments on foreign currency debt of subsidiaries
whose functional currency is not the U.S. dollar(2)
Balances as of August 31, 2022
Proceeds from long-term debt received during the period:
Guatemala subsu idiary
Barbados subsidiary
Honduras subsu idiary
Trinidad subsu idiary
Total proceeds from long-term debt received during the period
Repayments of long-term debt:
Reclassifications of long-term debt due in the next 12 months
Translation adjud stments on foreign currency debt of subsidiaries
whose functional currency is not the U.S. dollar(2)
Balances as of August 31, 2023
Current
portion of
long-term
debt
Long-term
debt (net of
current
portion)
Total
$
19,395 $
110,110 $
129,505 (1)
—
4,924
4,924
(8,110)
17,618
(112)
33,715
—
—
1,001
750
1,751
(17,541)
1,729
4,204
21,505
25,709
(14,587)
(17,618)
(58)
103,556
12,454
7,460
12,798
4,250
36,962
(18,443)
(1,729)
4,204
26,429
30,633
(22,697)
—
(170)
137,271 (3)
12,454
7,460
13,799
5,000
38,713
(35,984)
—
539
(859)
$
20,193 $
119,487 $
(320)
139,680 (4)
(1) The carrying amount of non-cash assets assigned as collateral for these loans was $153.5 million. The carrying amount of cash assets
assigned as collateral for these loans was $7.0 million.
(2) These foreign currency translation adjud stments are recorded within other comprehensive loss.
(3) The carrying amount of non-cash assets assigned as collateral for these loans was $155.6 million. The carrying amount of cash assets
assigned as collateral for these loans was $5.3 million.
(4) The carrying amount of non-cash assets assigned as collateral for these loans was $156.2 million. The carrying amount of cash assets
assigned as collateral for these loans was $3.5 million.
68
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The following tabla e provides a summaryrr of the long-termr
loans entered into by the Company:
Loans entered into by the Company's subsidiaries for which the subsidiary has entered
into a cross-currency interest rate swap with non-cash assets and/or cash or cash
equivalents assigned as collateral and with/without establa ished debt covenants
Loans entered into by the Company's subsidiaries for which the subsidiary has entered
into an interest rate swap with non-cash assets and/or cash or cash equivalents assigned
as collateral and with/without establa ished debt covenants
Unhedged loans entered into by the Company's subsu idiaries with non-cash assets and/or
cash or cash equiq valents assigned as collateral and with/without establa ished debt
covenants
Total long-termr
debt
Less: current portion
Long-term debt, net of current portion
August 31,
2023
August 31,
2022
$
23,099 $
33,853
30,069
39,969
86,512
139,680
20,193
63,449
137,271
33,715
$
119,487
$
103,556
As of August 31, 2023 and August 31, 2022, the Company had approximately $91.2 million and $110.7 million,
respectively, of long-termr
loans in several foreign subsu idiaries which require these entities to comply with certain annual or
quarterly financial covenants, which include debt service and leverage ratios. The Company was in compliance with all
covenants or amended covenants for both periods. The net increase in long-termr
ended
August 31, 2023 is primarily attributable to loans entered into by the Company’s Honduras, Guatemala, Barbados, and
Trinidad subsu idiaries, and offsff et by payments on its long-term debt.
debt during the twelve monthst
Annual maturities of long-termr
debt are as follows (in thousands):
Twelve Months Ended August 31,
2024
2025
2026
2027
2028
Thereafter
Total
NOTE 12 – LEASES
$
Amount
20,193
36,151
18,450
33,188
17,512
14,186
$
139,680
In accordance with ASC 842, the Company determines if an arrangement is a lease at inception or modification of
a contract and classifies each lease as either operating or finance lease at commencement. The Company only reassesses
lease classification subsu equeq nt to commencement upon a change to the expected lease term or the contract being modified.
As of August 31, 2023, the Company only has operating leases for its clubs, distribution centers, offiff ce space, and land.
Operating leases, net of accumulated amortization, are included in operating lease right of use (“ROU”) assets, and current
and non-current operating lease liabilities, on the Company’s consolidated balance sheets. Lease expense for operating leases
is included in selling, general and administrative expense on the Company’s consolidated statements of income. Leases with
an initial term of twelve monthst
or less are not recorded on the Company’s consolidated balance sheet.
The Company is generally obligated for the cost of property taxes, insurance, and maintenance relating to its leases,
ents. Such costs are included in selling, general and administrative expense in the
which are ofteff n variable lease payma
consolidated statements of income.
69
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Certain of the Company's lease agreements provide for lease payments based on future sales volumes at the leased
location, or include rental payma
ents adjud sted periodically for inflation or based on an index, which are not measurable at the
inception of the lease. The Company expenses such variable amounts in the period incurred, which is the period in which it
becomes probable that the specifieff d target that triggers the variable lease payments will be achieved. The Company's lease
agreements do not contain any material residual value guarantees or material restrictive covenants.
ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the
obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the
commencement date based on the present value of lease payments over the reasonably certain lease term. The operating lease
terms maya include options to extend or terminate the lease when it is reasonabla y certain that the Company will exercise that
option or if an economic penalty may be incurred if the option is not exercised. The initial lease term of the Company’s
operating leases range from two to 41 years.
Where the Company's leases do not provide an implm icit rate, a collateralized incremental borrowing rate ("IBR") is
ents. The IBR is based on a yield curve derived by publu icly traded bond
rings for companies with similar credit characteristics that approximate the Company's market risk profilff e. In addition,
ions to reflect the cost of
used to determine the present value of lease payma
offeff
we adjud st the IBR for jurisdictional risk derived from quoted interest rates from financial institutt
borrowing in the Company’s local markets.
The following tabla e is a summaryrr of the Company’s components of total lease costs for fiscal year 2023 and 2022
(in thousands):
Operating lease cost
Short-term lease cost
Variable lease cost
Sublu ease income
Total lease costs
Years Ended August 31,
2023
2022
$
15,753 $
15,632
162
5,034
(91)
49
4,376
(180)
$
20,858 $
19,877
The weighted average remaining lease term and weighted average discount rate for operating leases as of August 31,
2023 and August 31, 2022 were as follows:
Weighted average remaining lease term in years
Weighted average discount rate percentage
Years Ended August 31,
2023
2022
17.8
6.8 %
18.3
6.7 %
u
Suppl
(amounts in thousands):
emental cash flow information related to leases under which the Company is the lessee was as follows
Operating cash flows paid for operating leases
Years Ended August 31,
2023
2022
$
15,753 $
14,885
70
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The Company is committed under non-cancelable operating leases for the rental of facilities and land. Future
minimum lease commitments for facilities under these leases with an initial term in excess of one year are as follows (in
thousands):
Years Ended August 31,
2024
2025
2026
2027
2028
Thereafter
Total future lease payma
ents
Less imputm ed interest
Total operating lease liabilities
NOTE 13 – DERIVATIAA VE INSTRUMENTS AND HEDGING ACTIVITIES
$
Leased
Locations
15,502
15,244
13,711
11,520
11,028
166,398
233,403
(103,587)
$
129,816
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
objeb ctive of entering into interest rate swaps is to eliminate the variability of cash flows in the LIBOR or SOFR interest
payments associated with variable-rate loans over the life of the loans. As changes in interest rates impam ct the future cash
flow of interest payma
tic offsff et to interest rate movements.
ents, the hedges provide a synthet
In addition, the Company is exposed to foreign currency and interest rate cash flow exposure related to non-
functional currency long-termr debt of one of its wholly owned subsidiaries. To manage this foreign currency and interest rate
cash flow exposure, the Company’s subsu idiaries entered into cross-currency interest rate swaps that convert their U.S. dollar
denominated floating interest payments to functional currency fixed interest payma
ents 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 offsff et changes in cash flows attributable to interest rate and foreign exchange movements.
These derivative instruments (cash flow hedging instruments) are designated and qualifyff 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
effeff ct of the hedged item when the hedged item affeff cts 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 subsu idiaries whose
functional currency is othet
r than the U.S. dollar. The Company manages these fluctuations, in part, through the use of non-
deliverabla e forward foreign-exchange contratt cts (NDFs) that are intended to offsff et changes in cash flow attributable to
currency exchange movements. These contracts are intended primarily to economically address exposure to U.S. dollar
merchandise inventory expenditurt es 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 featurt es.
Cash Flow Hedgesee
As of August 31, 2023, all of the Company’s interest rate swap and cross-currency interest rate swap derivative
as cash flow hedges. The Company formally documents the hedging
financial instruments are designated and qualifyff
relationships for its derivative instruments that qualifyff
for hedge accounting.
71
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The following tabla e summarizes agreements for which the Company has recorded cash flow hedge accounting for
the twelve months ended August 31, 2023:
Date
Entered
into
12-Apr-23
Derivative
Financial
Counter-
party
Citibank,
NN.A. ("Citi")
Entity
Colombia
subsu idiary
Derivative
Financial
Instruments
Cross curren ycy
interest rate
swap
Initial
US$
Notional
Amount
Bank
US$
loan
Held
with
Floating
Leg
(swap
counter-
party)
Fixed Rate
for PSMT
Subsidiary
Settlement
Dates
Effeff ctive
Period of swap
$10,000,000
PriceSmart,
Inc.
Colombia
subsu idiary
26-Sep-22
Citibank,
NN.A. ("Citi")
Cross currency
interest rate
swap
$12,500,000
PriceSmart,
Inc.
Colombia
subsu idiary
3-May-aa 22
Citibank,
NN.A. ("Citi")
Cross currency
interest rate
swap
$10,000,000
PriceSmart,
Inc.
Colombia
subsu idiary
17-Nov-21
Citibank,
NN.A. ("Citi")
Cross currency
interest rate
swap
$10,000,000
PriceSmart,
Inc.
3.00%
Colombia
subsu idiary
03-Dec-19
Citibank,
NN.A. ("Citi")
Cross currency
interest rate
swap
$7,875,000
Citibank,
aa
NN.A.
Colombia
subsu idiary
27-Nov-19
Citibank,
NN.A. ("Citi")
Cross currency
interest rate
swap
$25,000,000 Citibank,
aa
NN.A.
PriceSmart
, Inc.
07-Nov-16 MUFG Union
Bank, N.A.
("Union
Bank")
Interest rate
swap
$35,700,000 Union Bank
Variable
rate 3-
month Libor
pplus 2.45%
Variable
rate 3-
month Libor
pplus 2.45%
Variable
rate 3-
month Libor
pplus 1.70%
4.00%
11.40 % 11th dayyaa of each
July, October,
Januaryrr and April,
bbegginningg on Ju yly 11,
2023
3.00%
10.35 % 24th dayaa of each
December, March,
June and Septembem r
bbeginning December
26, 2022
3.00%
9.04 % 3rd dayaa of each May,aa
April 12, 2023 -
April 11, 2028
Septembem r 26, 2022
- Septembem r 24,
2024
May 3, 2022 - Mayaa
3, 2027
NNovember 17, 2021 -
NNovember 18, 2024
December 3, 2019 -
December 3, 2024
NNovember 27, 2019 -
NNovember 27, 2024
ry,
August, November
and Februarr
bbeginning on August
3, 2022
ry,
8.40 % 17th dayaa of each
Februarr
ry, May,aa
August, and
NNovember, beginning
ry 17, 2022
on Februarr
7.87 % 3rd dayaa of each
December, March,
June and Septembem r
bbegginningg March 3,
2020
7.93 % 27th dayaa of each
NNovember, Februarr
May and August
bbegginningg Februarr
27, 2020
yry
3.65 % 1st day of each
month beginning on
April 1, 2017
March 1, 2017 -
March 1, 2027
For the twelve-month periods ended August 31, 2023, 2022 and 2021, the Company included the gain or loss on the
t is, variable-rate borrowings) in the same line item—imm nterest expense—as the offsff etting gain or loss on the
hedged items (that
related interest rate swaps as follows (in thousands):
Income Statement Classification
Interest expense for the year ended August 31, 2023
Interest expense for the year ended August 31, 2022
Interest expense for the year ended August 31, 2021
Interest
expense on
borrowings(1)
Cost of
swaps(2)
Total
$
$
$
4,630 $
2,577 $
2,619 $
1,205 $
3,234 $
3,655 $
5,835
5,811
6,274
(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.
72
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The total notional balance of the Company’s pay-fixed/re// ceive-variabla e interest rate swaps and cross-currency
interest rate swaps was as follows (in thousands):
Floating Rate Payer (Swap Counterparty)
Union Bank
Citibank N.A.
Scotiabaa nk
Total
Notional Amount as of
August 31,
2023
August 31,
2022
$
$
30,069 $
65,599
—
31,344
66,353
8,625
95,668 $
106,322
Derivatives listed on the tabla e below were designated as cash flow hedging instruments. The tabla e summarizes the
effeff ct of the fair value of interest rate swap and cross-currency interest rate swap derivative instruments that qualifyff
for
derivative hedge accounting and its associated tax effeff ct on accumulated other comprehensive (income)/loss (in thousands):
Derivatives designated as
cash flow hedging
instruments
Cross-currency interest rate
swaps
August 31, 2023
August 31, 2022
Balance Sheet
Classification
Fair
Value
Net Tax
Effeff ct
Net
OCI
Fair
Value
Net Tax
Effeff ct
Net
OCI
Other current assets
$
— $
— $
— $
2,736 $
(348) $
2,388
Cross-currency interest rate
swaps
Other non-current
assets
Cross-curren ycy interest rate
swaps
Other current
liabilities
Cross-currency interest rate
swaps
Other long-termr
liabilities
5,574
(1,950)
3,624
10,289
(4,559)
5,730
—
—
—
(82)
(3,321)
1,162
(2,159)
—
25
—
(57)
—
Interest rate swaps
NNet fair value of derivatives
desiggnated as he gdgingg
instruments
Fair Value Instrutt mentstt
Other non-current
assets
2,243
(501)
1,742
1,596
(6)
1,590
$
4,496 $ (1,289) $
3,207 $ 14,539 $ (4,888) $
9,651
From time to time the Company enters into non-deliverable forward foreign-exchange contratt cts. These contracts
are treated for accounting purposes as fair value contracts and do not qualifyff
for derivative hedge accounting. The use fof
non-deliverabla e forward foreign-exchange contrat cts is intended to offsff et changes in cash flow attributable to currency
exchange movements. These contratt cts are intended primarily to economically hedge exposure to U.S. dollar merchandise
r than the U.S.
inventoryy expenditurt es made yby the Companyy’s international subsidiaries whose functional curren ycy is othet
dollar.
73
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The following tabla e summarizes the non-deliverable forward foreign exchange contrat cts that are open as
fof
Auggust 31, 2023:
Financial
Derivative
(Counterparty)
Dates
Entered into
(Range)
Derivative
Financial
Instrument
Total Notional
Amounts
(in thousands)
Settlement
Dates
(Range)
Subsidiary
Scotiabaa nk Colpatria, S.A.
Colomb aia 11-Jan-2023 -
19-Jul-2023
Citibank, N.A. ("Citi")
Colomb aia 18-Jan-2023 -
31-Aug-2023
Forward foreign
exchangge contratt cts
(USD)
Forward foreign
exchange contratt cts
(USD)
$
$
8,500 8-Sep-2023 -
24-Jan-2024
13,000 18-Sep-2023 -
24-Apr-2024
rr
Forward derivative gains and (losses) on non-deliverabla e forward foreign-exchange contracts are included in Othet
income (expense), net in the consolidated statements of income in the period of changge, but the amounts were immaterial forr
the twelve months ended Auggust 31, 2023, 2022, and 2021.
NOTE 14 – RELATEDAA
-PARPP TYRR
TRANRR SACTIONS
Relationships with Edgad
r Zurcher: Mr. Zurcher is also a director of a company that owns 40% of Paylaa ess
ShoeSource Holdings, Ltd., which rents retail space from the Company. The Company recorded approximately $718,000,
$927,000, and $1.4 million in rental income for this space during the fiscal years ended 2023, 2022 and 2021. Additionally,yy
Mr. Zurcher is a director of Molinos de Costa Rica S.A. The Company paid approximately $1.9 million for producd ts
purchased from this entity for the fiscal year ended August 31, 2023, and $1.1 million for products purchased for each of the
fiscal years ended August 31, 2022, and 2021, respectively.
tt
e Orgar nizaii
Relationshipi s with Price Family Charitabl
tions: During the years ended August 31, 2023, 2022 and
2021, the Company sold approximately $1.0 million, $438,000, and $1.6 million, respectively, of suppu lies to Price
Philanthropies Foundation. Robert Price, Chairman of the Company's Board of Directors and Interim Chief Executive Offiff cer
of the Company, is the Chairman of the Board and President of the Price Philanthropies Foundation. Sherry S. Bahrambeygui,
a director of the Company, serves as a director of the Board of the Price Philanthropies Foundation. Jeffreff y R. Fisher, a
director of the Company, serves as the Chief Financial Offiff cer and as a director of the Board of the Price Philanthropies
Foundation. David Price, a director and the Executive Vice President and Chief Transforff mar
tion Offiff cer of the Company,
serves as a Vice President and a Vice Chair of the Board of the Price Philanthropies Foundation.
Relationship with Golf Park Plazl a, S.A.: Golf Park Plaza, S.A. is a real estate joint venturt e located in Panama,
entered by the Company in 2008 (see Note 15 - Unconsolidated Affiff liate). On Decembem r 12, 2013, the Company entered into
a lease agreement for approximately 17,976 square feet (1,670 square meters) of land with Golf Park Plaza, S.A. upon which
the Company construcr
ted its central offiff ces in Panama. The lease term is for 15 years with three options to renew for five
years each at the Company's discretion. On July 14, 2017, the Company entered into a lease agreement for approximately
2,992 squaq re feet (278 squaq re meters) of a building with Golf Park Plaza, S.A. for warehouse storage space. The agreement
was recently renewed for an additional five years during fiscal year 2022. Combined, the Company recognized $140,000 in
rent expense for the fiscal year ended August 31, 2023, $149,000 in rent expense for the fiscal year ended August 31, 2022,
and $149,800 in rent expense for the fiscal year ended August 31, 2021.
Relationshipi with Robert Price: On Februarr
ry 3, 2023, Robert E. Price, a Company founder and Chairman of the
Board, became Interim Chief Executive Offiff cer. Mr. Price has elected not to receive compensation for his role as Interim
Chief Executive Offiff cer. Thereforff e, 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 maya not be representative of what ultimately could be the cost to the Company when a replacement
Chief Executive Offiff cer is hired.
74
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS
NOTE 15 – UNCONSOLIDATEDAA
AFFILIATES
The Company determines whether any of the joint venturtt es in which it has made investments is a Variable Interest Entity
(“VIE”) at the start of each new venturt e and if a reconsideration event has occurred. At this time, the Company also considers
r it must consolidate a VIE and/or disclose information about its involvement in a VIE. A reporting entity must consolidate
whethet
a VIE if that reporting entity has the power to direct the VIE’s activities that most significff antly impact the VIE’s economic
perforff mance and has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially
be significant to the VIE. The reporting entity that consolidates a VIE is called the primary beneficiaryrr of that VIE.
In 2008, the Company entered into real estate joint venturt es to jointly own and operate separate commercial retail centers
adjad cent to warehouse clubs in Panama (GolfParkr Plaza, S.A.) and Costa Rica (Price Plaza Alajuela PPA,PP S.A.). Due to the initial
nature of the joint ventut res and the continued commitments for additional financing, the Company determined these joint venturt es
are VIEs. Since all rights, obligations and the power to direct the activities of a VIE that most significff antly impam ct the VIE's
nce is shared equaq lly by botht parties within each joint venturtt e, the Company has determined that it is not the
economic perforff mar
primary beneficiary of the VIEs and, thereforff e, has accounted for these entities under the equity method. Under the equiq ty method,
the Company's investments in unconsolidated affilff iates are initially recorded as an investmet
nt in the stock of an investee at cost
and are adjud sted for the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee
afteff
r the date of the initial investment.
On December 12, 2013, the Company entered into a lease agreement for approximately 17,976 squaq re feet (1,670 squaq re
meters) of land with Golf Park Plaza, S.A. upon which the Company construcr
tion of
the offiff ces was completed in October 2014. The lease term is for 15 years with three options to renew for five years each at the
Company's discretion. On July 14, 2017, the Company entered into a lease agreement for approximately 2,992 squaq re feet (278
square meters) of a building with Golf Park Plaza, S.A. for warehouse storage space. The agreement was recently renewed for an
additional five years during fiscal year 2022. Combined, the Company recognized $140,000 in rent expense for the fiscal year
ended August 31, 2023, $149,000 in rent expense for the fiscal year ended August 31, 2022, and $149,800 in rent expense for the
fiscal year ended August 31, 2021.
ted its central offiff ces in Panama. Construcrr
The tabla e below summarizes the Company’s interest in these VIEs and the Company’s maximum exposure to loss as a
result of its involvement with these VIEs as of August 31, 2023 (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)
GolfPaff
rk Plaza, S.A.
50 % $
4,616 $
2,402
$
(98) $
6,920 $
99 $
7,019
Price Plaza Alajuela
PPA,PP
S.A.
Total
50 %
2,193
1,236
130
3,559
785
4,344
$
6,809 $
3,638 $
32 $
10,479 $
884 $
11,363
(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
t.
could require the Company to provide additional financial suppor
u
75
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The summarized financial information of the unconsolidated affiff liates is as follows (in thousands):
Current assets
NNoncurrerr nt assets
Current liabilities
NNoncurrerr nt liabilities
August 31,
2023
August 31,
2022
$
$
$
$
1,654 $
10,324 $
158 $
9 $
1,839
10,109
175
8
Years Ended August 31,
2023
2022
2021
PriceSmart’s share of the net loss of unconsolidated affiff liates
$
(55) $
(10) $
(58)
NOTE 16 – SEGMENTS
that are located in Centratt
The Company and its subsidiaries are principally engaged in the international operation of membership shopping in 51
warehouse clubs located in 12 countries and one U.S. territoryrr
l America, the Caribbean and Colombia.
In addition, the Company operates distribution centers and corporate offiff ces in the United States. The Company has aggregated
its warehouse clubs, distribution centers and corporate offiff ces into reportable segments. The Company’s reportable segments are
based on management’s organization of these locations into operating segments by general geographa
ic location, which are used
by management in setting up management lines of responsibility,yy providing support services, and making operational decisions
and assessments of financial perforff mance. Segment amounts are presented afteff
r 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 overher
ad allocations, and other measures as determined
by the information regularly reviewed by management. When the Company does so, the previous period amounts and balances
are reclassified to conforff m to the current period's presentation.
76
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
The following tabla es summarize by segment certain revenues, operating costs and balance sheet items (in thousands):
Year Ended August 31, 2023
Revenue from external customers
$
31,741
$
2,671,083
$
1,269,307
$
439,711
$
— $
4,411,842
United
States
Operations
Central
American
Operations
Caribbean
Operations(1)
Colombia
Operations
Reconciling
Items(2)
Total
Intersegment revenues
Depreciation, Property and equipment
Amortization, Intangibles
Operating income (loss)
Interest income from external sources
Interest income from intersegment sources
Interest expense from external sources
Interest expense from intersegment sources
Provision (benefit)ff
for income taxes
NNet income attributable to PriceSmart, Inc.
Long-lived assets (other than deferred tax assets)
Goodwill
Investment in unconsolidated affiliaff
tes
Total assets
Capiaa tal expenditures, net
Year Ended August 31, 2022
1,538,588
5,482
765
29,844
3,604
2,454
1,165
75
23,283
9,540
71,919
8,981
—
302,115
10,204
27,709
37,053
—
191,721
3,977
1,603
2,664
1,258
28,045
159,014
566,139
24,083
10,479
995,881
79,526
5,621
19,188
—
87,223
2,135
253
3,251
1,041
9,873
68,635
210,000
10,046
—
425,145
24,234
4,466
10,210
—
15,467
155
—
3,940
1,939
(1,250)
11,755
205,295
—
—
282,467
29,948
(1,576,384)
—
—
(139,739)
—
(4,310)
—
(4,313)
—
(139,739)
—
—
—
—
—
—
71,933
765
184,516
9,871
—
11,020
—
59,951
109,205
1,053,353
43,110
10,479
2,005,608
143,912
Revenue from external customers
$
48,716
$
2,382,163
$
1,156,607
$
478,607
$
— $
4,066,093
Intersegment revenues
Depreciation, Property and equipment
Amortization, Intangibles
Operating income (loss)
Interest income from external sources
Interest income from intersegment sources
Interest expense from external sources
Interest expense from intersegment sources
Provision for income taxes
NNet income attributable to PriceSmart, Inc.
Long-lived assets (other than deferred tax assets)
Intangibles, net
Goodwill
Investment in unconsolidated affiliaff
tes
Total assets
Capiaa tal expenditures, net
Year Ended August 31, 2021
1,492,648
4,719
1,613
23,364
147
1,789
1,225
27
19,629
8,292
70,978
765
8,981
—
230,411
5,119
22,119
34,155
—
171,119
1,115
1,954
3,107
1,187
23,396
144,159
498,204
—
24,250
10,534
867,898
46,959
5,857
17,061
—
79,022
863
255
2,163
1,821
8,106
62,799
218,021
—
10,072
—
474,411
36,610
3,600
10,320
—
22,526
76
—
3,116
899
727
18,268
175,194
—
—
—
235,680
33,654
(1,524,224)
—
—
(128,965)
—
(3,998)
—
(3,934)
—
(128,984)
—
—
—
—
—
—
—
66,255
1,613
167,066
2,201
—
9,611
—
51,858
104,534
962,397
765
43,303
10,534
1,808,400
122,342
Revenue from external customers
$
88,397
$
2,105,856
$
1,004,793
$
420,825
$
— $
3,619,871
Intersegment revenues
Depreciation, Property and equipment
Amortization, Intangibles
Operating income (loss)
Interest income from external sources
Interest income from intersegment sources
Interest expense from external sources
Interest expense from intersegment sources
Provision for income taxes
NNet income (loss) attributable to PriceSmart, Inc.
Long-lived assets (other than deferred tax assets)
Intangibles, net
Goodwill
Investment in unconsolidated affiliaff
tes
Total assets
Capiaa tal expenditures, net
1,280,236
6,970
2,404
12,687
13
2,130
1,606
34
15,919
(4,777)
79,404
7,762
10,695
—
246,896
9,061
17,861
31,319
—
151,933
878
2,393
2,831
1,286
22,661
127,879
490,099
—
24,332
10,544
795,940
45,524
77
5,087
15,432
—
74,769
985
483
427
2,647
8,006
61,025
197,030
—
10,068
—
434,428
23,342
3,869
8,858
—
21,932
103
—
2,346
298
2,383
17,333
164,970
—
—
—
228,526
28,181
(1,307,053)
—
—
(103,301)
—
(5,006)
—
(4,265)
—
(103,497)
—
—
—
—
—
—
—
62,579
2,404
158,020
1,979
—
7,210
—
48,969
97,963
931,503
7,762
45,095
10,544
1,705,790
106,108
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
(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.
NOTE 17 – SUBSEQUENT EVENTS
The Company has evaluated all events subsu equeq nt to the balance sheet date of August 31, 2023 through the date of
issuance of these consolidated financial statements and has determined that there are no subsequeq nt events that require disclosure.
78
PRICESMART,TT INC.
NOTES TO CONSOLIDATED FINANCIAL STATTT EMENTS—(Continued)
Market for Registrant’s Common Equity,yy Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company's common stock has been quoted and traded on the NASDAQ Global Select Market under the symbol
“PSMT” since Septembem r 2, 1997. As of October 25, 2023, there were approximately 385 holders of record of the common
stock. This number does not include beneficff
ial owners whose shares were held in street name.
2023 FISCAL QUARTERR RS
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2022 FISCAL QUARTERR RS
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Dates
Stock Price
From
To
High
Low
9/1/2022
12/1/2022
3/1/2023
6/1/2023
9/1/2021
12/1/2021
3/1/2022
6/1/2022
11/30/2022 $
73.76
$
2/28/2023
5/31/2023
8/31/2023
75.92
79.55
82.63
11/30/2021 $
86.16
$
2/28/2022
5/31/2022
8/31/2022
76.13
88.30
74.74
56.29
60.01
66.54
69.08
70.10
66.77
69.53
63.14
Recent Sales of Unregistered Securities
In Septembem r 2022, the Company issued restricted stock awards (RSAs) and perforff mance stock units (PSUs) covering
156,225 shares of the Company’s common stock, $0.0001 par value per share. The RSAs and PSUs were issued from the pool of
shares availabla e for issuance under the Company’s Amended and Restated 2013 Equity Incentive Award Plan, as amended. The
securities were exemptm from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon
Section 4(a)(2) of the Securities Act as transactions not involving any public offeff
ring. The recipients of the securities in each of
these transactions are accredited investors, and appropriate legends were placed upon the stock certificates issued in these
transactions. All recipients had adequaq te access, through their relationships with us, to information about the Company. Resale
of these shares by the holders has since been registered under the Securities Act.
79
Performance Graph
The graph below matches PriceSmart, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative
total returns of the NASDAQ Composite index and the NASDAQ Retail Trade index. The graph tracks the perforff mance of a
$100 investment in our common stock and in each index (with the reinvestmet
nt of all dividends) from 8/31/2018 to 8/31/2023.
PriceSmart, Inc.
NASDAQ Composite
S&P 500 Consumer Discretionary Distribution & Retail
100.00
100.00
100.00
70.41
99.28
97.84
77.46
148.26
152.00
100.44
193.47
171.71
76.06
150.92
137.10
96.72
180.87
156.33
8/18
8/19
8/20
8/21
8/22
8/23
The stock price perforff mance includeddd
in this graph is not necessarily indicative of fuff
ture stock price perforff mance.
80
Dividends
The following tabla e summarizes the dividends declared and paid during fiscal years 2023, 2022 and 2021 (amounts are
per share):
Declared
2/3/2023
2/3/2022
2/4/2021
First Payment
Second Payment
Amount
$
$
$
0.92
0.86
0.70
Record
Date
2/16/2023
2/15/2022
2/15/2021
Date
Paid
2/28/2023 $
2/28/2022 $
2/26/2021 $
Amount
0.46
0.43
0.35
Record
Date
8/15/2023
8/15/2022
8/15/2021
Date
Paid
8/31/2023 $
8/31/2022 $
8/31/2021 $
Amount
0.46
0.43
0.35
The Company anticipates the ongoing payment of semi-annual dividends in subsu equent periods, although the actual
declaration of future dividends, if any, the amount of such dividends, and the establa ishment of record and payment dates is subject
to final determination by the Board of Directors at its discretion afteff
nce and
anticipated capia tal requirements, taking into account the uncertain macroeconomic conditions on our results of operations and
cash flows.
r its review of the Company’s financial perforff mar
Repurchase of Equity Securities
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. Additionally,yy we announced in July 2023
that the Board of Directors authorized a program to repurchase up to $75 million of our common stock. Subsu equeq nt to our fiscal
year that ended on August 31, 2023, we successfulff
ly completed the share repurchase program. We purchased a total of
approximately 1,007,000 shares of our common stock under the program. The repurchases were made on the open market
pursuant to a trading plan establa ished pursuant to Rule 10(b)5-1 under the Securities Exchange Act of 1934, as amended, which
permits common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws
or self-iff mposed trading restrictions. We do not expect to continue repurchases or adopt a new repurchase plan at this time.
However, the Board of Directors could choose to commence another program in the future, at its discretion, afteff
r its review of
the Company’s financial perforff mance and anticipated capia tal requirements.
81
The following tabla e sets fortht
information on our common stock repurchase activity for the fiscal year 2023 (dollars in
thousands, except per share data):
Total Number
of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
Maximum
Dollar Value
of
Shares That
May Yet Be
Purchased
Under the
Plans or
Programs
——
——
——
——
——
——
——
——
——
——
——
71,530 $
71,530
——
——
——
——
——
——
——
——
——
——
——
69,382
Total
Number of
Shares
Purchased
Average
Price Paid
Per Share
—— $
20,621
——
——
20,329
40,895
774
526
1,094
——
2,650
84,639
171,528 $
—
63.05
—
—
71.42
75.00
70.15
74.90
73.52
—
78.61
78.71
74.99
Period
Septembem r 1, 2022 - Septembem r 30, 2022
October 1, 2022 - October 31, 2022
NNovember 1, 2022 - November 30, 2022
Decembem r 1, 2022 - Decembem r 31, 2022
Januaryrr 1, 2023 - January 31, 2023
ry 1, 2023 - Februarr
Februar
March 1, 2023 - March 31, 2023
April 1, 2023 - April 30, 2023
May 1, 2023 - May 31, 2023
June 1, 2023 - June 30, 2023
July 1, 2023 - July 31, 2023
August 1, 2023 - August 31, 2023
Total
ry 28, 2023
82
ADDITIONAL INFORMATION
Corporate Offiff ces
9740 Scranton Road
San Diego, CA 92121
(858) 404-8800
Stock Exchange Listing
NASDAQ Global Select Market
Stock Symbol: PSMT
Annual Meeting
(cid:55)(cid:75)(cid:88)(cid:85)sday, February 1, 2024 at (cid:27):30 (cid:68)(cid:17)(cid:80)(cid:17) (cid:38)(cid:17)(cid:54)(cid:17)(cid:55)(cid:17)
(cid:71)
(cid:43)(cid:72)(cid:79)(cid:71) (cid:89)(cid:76)(cid:68)(cid:3)(cid:79)(cid:76)(cid:89)(cid:72)(cid:3)(cid:68)(cid:88)(cid:71)(cid:76)(cid:82)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:90)(cid:72)(cid:69)(cid:70)(cid:68)(cid:86)(cid:87)(cid:29)
(cid:75)(cid:87)(cid:87)(cid:83)(cid:29)(cid:18)(cid:18)(cid:90)(cid:90)(cid:90)(cid:17)(cid:89)(cid:76)(cid:85)(cid:87)(cid:88)(cid:68)(cid:79)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:80)(cid:72)(cid:72)(cid:87)(cid:76)(cid:81)(cid:74)(cid:17)(cid:70)(cid:82)(cid:80)(cid:18)(cid:51)(cid:54)(cid:48)(cid:55)(cid:21)(cid:19)(cid:21)(cid:23)
Transferff Agent
Computershare Inc.
462 South 4th Street, Suite 1600
Louisville, KY,YY 40202
Telephone: (888) 867-6003
TDD for Hearing Impaired: (800) 490-1493
Outside U.S.: (201) 680-6578
Independent Registered Public Accounting Firm
Ernst & Young U.S. LLP
4365 Executive Drive, Suite 1600
San Diego, CA 92121
PriceSmart's annual reports to the Securities and Exchange Commission on Form 10-K and any quarterly reports on Form 10-Q,
as amended, will be provided free of charge upon written request to Investor Relations, PriceSmart, Inc., 9740 Scranton Road,
San Diego, CA 92121. Internet users can access PriceSmart's web site at http://www.investors.pricesmart.com.
83
DIRECTORS & OFFICERS OF PRICESMART,TT INC.
As of December 19, 2023
,
Robert E. Price
David R. Snyder
Sherry S. Bahrambeygui
Jeffreff y Fisher
Gordon H. Hanson
Beatriz V. Infante
Leon C. Janks
Patricia Márquez
David N. Price
John D. Thelan
Edgar Zurcher
Chairman
Vice Chairman & Lead Independent Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Robert E. Price
John D. Hildebrandt
Michael L. McClearyrr
Francisco Velasco
Ana Luisa Bianchi
Rodrigo Calvo
Brudr
E. Drachman
Diana Pacheco
David N. Price
Wayne Sadin
Laura Santana
Christopher Souhrada
Jesus Von Chong
George Burkle
Eduardo Franceschi
Robert Johnson
Patricia M. Klassen
Paul Kovaleski
Dhanraja Mahabia r
Wende Oliverio
Atul Patel
Rafael Rodriguez
Eric Torres
Melissa Twohey
John Wang
Pedro Vera
Alma Adajar-Aban
Guadalupe Cefalu
David Hahn
Andres Ortiz
Briana Anderson
Adriana Betancur
Alexa Bodden
Interim Chief Executive Offiff cer
President & Chief Operating Offiff cer
Executive Vice President & Chief Financial Offiff cer
Executive Vice President – General Counsel, Chief Ethics & Compliance
Offiff cer and Corporate Secretaryrr
Executive Vice President – Chief Merchandising Offiff cer
Executive Vice President – Real Estate
Executive Vice President – Environmental Responsibility,yy Construcrr
Facilities
Executive Vice President – Human Resources
Executive Vice President – Chief Transforff mation Offiff cer
Executive Vice President – Chief Information Offiff cer
Executive Vice President – Information Technology
Executive Vice President – Club Operations
Executive Vice President – Regional Merchandising
tion &
Senior Vice President – US Export Sales
Senior Vice President – Regional Operations
Senior Vice President – IT Service Delivery
Senior Vice President – Deputy General Counsel and Assistant Corporate
Secretaryrr
Senior Vice President – Merchandising
Senior Vice President – Suppl
Senior Vice President – Finance
Senior Vice President – Treasurer
Senior Vice President – Logistics & Distribution
Senior Vice President – Facilities Maintenance & Equipment
Senior Vice President – Merchandising – Corporate Foods
Senior Vice President – Payment Solutions
Senior Vice President – Regional Operations
y Chain Management
u
First Vice President – Internal Audit and Controls
First Vice President – Forecasting & Planning
First Vice President – IT Client Services Logistics
First Vice President – Compensation & Benefits and HR Operations
Vice President – Buying Non-Foods
Vice President – Buying
Vice President – Club Member Services
84
Alonso Castro
Gustavo Camacho
Juliana Correa
Sergio Cuevas
Jonathan Darcangelo
George Dawson
Gerardo Delgado
Andrea De Lima
José Antonio Esquivel
Daniel Fairbar nks
Michael Mahler
Terrance Mahon
Lorely Marte
Samantha Mejiae
Jonathan Mendoza
Hana Nizel
Kelly Orme
Dennis Palma
Meshach Ramkissoon
Emma Reyes
Ronald Rodriguez
Christina Santmyre
Matthew Schifferff
Marco Torres
Robert Uno
Vice President – Legal
Vice President – Wellness
Vice President – Membership
Vice President – Regional Operations
Vice President – Other Business
Vice President – E-Commerce
Vice President – Software Architecture
Vice President – Regional Counsel
Vice President – Infrastructure
Vice President – Private Labea
l
Vice President – E-Commerce
Vice President – Human Resources Business Partner
Vice President – Payments
Vice President – Merchandising Regulatoryrr
Vice President – Construcrr
Vice President – Merchandising, Corporate Fresh Foods
Vice President – Buying Non-Foods
Vice President – Business Services
Vice President – Merchandising, Regional Fresh Foods
Vice President – International Logistics & Trade Compliance
Vice President – Logistics, Planning & Implm ementation
Vice President – Buying Non-Foods
Vice President – Transportation
Vice President – Operations
Vice President – Information Security
tion & Facilities
85
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