PRICESMART INC
For the period ended Aug 31, 2024. Filed Oct 30, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Oct 30, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report.
(1)Financial Statements:
Index to Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2)List of financial statement schedules:
Schedule II – Valuation and Qualifying Accounts
Schedules not listed above have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
(3)List of exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b)The following exhibits are filed as a part of this report:
| ExhibitNumber | Description |
| 3.1(1) | Amended and Restated Certificate of Incorporation of the Company. |
| 3.2(3) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. |
| 3.3(4) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. |
| 3.4(24) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. |
| 3.5(8) | Second Amended and Restated Bylaws of the Company. |
| 3.6(20) | Amendment to Second Amended and Restated Bylaws of PriceSmart, Inc. |
| 4.1(5) | Specimen of Common Stock certificate. |
| 4.2(16) | Description of Registrant’s Securities. |
| 10.1(10) | ISDA 2002 Master Agreement between MUFG Union Bank, N.A. and PriceSmart, Inc. dated November 4, 2016. |
| 10.2(11) | Promissory Note between PriceSmart, Inc. and MUFG UNION BANK, N.A. for US $35.7 million, dated January 27, 2017. |
| 10.3(6) | Shareholders’ Agreement between Fundacion Tempus Fugit and PriceSmart Panama, S.A. dated September 24, 2008. |
| 10.4(2) | Master Agreement between the Company and Payless ShoeSource (BVI) Holdings, Ltd., dated November 27, 2000. |
| 10.5(7) | Collective Agreement by and between Oilfields Workers' Trade Union and PriceSmart Clubs (TT) Ltd. entered into December 1, 2012. |
| 10.6(17)** | 2013 Equity Incentive Award Plan of PriceSmart, Inc., as amended and restated. |
| 10.7(13)** | Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards prior to March 6, 2023). |
| 10.8(13)** | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. for Employees of Foreign Subsidiaries (for awards prior to March 6, 2023). |
| 10.9(13)** | Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards on or after July 16, 2019). |
| 10.10* | Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards on or after March 6, 2023). |
| 10.11* | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. for Employees of Foreign Subsidiaries (for awards on or after March 6, 2023). |
| 10.12* | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Non-Employee Directors under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. |
| 10.13(9)** | Employment Agreement between the Company and Francisco Velasco dated July 14, 2016. |
| 10.14(12)** | Form of Indemnification Agreement. |
| 10.15(14)** | Employment Agreement dated April 1, 2020 between Michael McCleary and the Company. |
| 10.16(15) | Credit Agreement between PriceSmart Colombia S.A.S. and Citibank, N.A. dated December 2, 2019. |
| 10.17(15) | Credit Agreement between PriceSmart Colombia S.A.S. and Citibank, N.A. dated November 25, 2019. |
| 10.18(15) | Loan Agreement between PriceSmart Guatemala, Sociedad Anonima and Banco Industrial, Sociedad Anonima, dated November 20, 2019. |
| 10.19(18)** | Second Amended and Restated Loan Facility Agreement between PriceSmart Realty (TT) Ltd and First Caribbean International Bank (Trinidad & Tobago) Limited, dated August 27, 2021. |
| 10.20(19) | Citibank Credit Agreement dated February 18, 2022. |
| 10.21(21) | Citibank Credit Agreement dated February 9, 2023. |
| 10.22(22)** | Amended and Restated Employment Agreement dated March 22, 2023 between John Hildebrandt and the Company. |
| 10.23(23)** | Employment Agreement dated July 1, 2023 between Wayne Sadin and the Company. |
| 10.24(23)** | Amended and Restated Employment Agreement dated August 4, 2023 between David Price and the Company. |
| 10.25(25)** | Employment Agreement between Paul Kovaleski and the Company dated January 1, 2024. |
| 10.26* | Amendment to Employment Agreement between the Company and Wayne Sadin dated June 18, 2024. |
| 19.1* | Insider Trading Policy |
| 21.1* | Subsidiaries of the Company. |
| 23.1* | Consent of Independent Registered Public Accounting Firm. |
| 31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1*# | Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2*# | Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Compensation Recoupment (Clawback) Policy. |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
- Filed herewith as an exhibit.
** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.
These certifications are being furnished solely to accompany this Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of PriceSmart, Inc. whether made before or after the date hereof, regardless of any general incorporation language in such filing.
(1)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 1997 filed with the Commission on November 26, 1997.
(2)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2001 filed with the Commission on April 16, 2001.
(3)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 filed with the Commission on April 14, 2004.
(4)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2004 filed with the Commission on November 24, 2004.
(5)Incorporated by reference to the Company’s Registration Statement on Form S-3 filed with the Commission on December 2, 2004.
(6)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended November 30, 2008 filed with the Commission on January 14, 2009.
(7)Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended August 31, 2014 filed with the Commission on October 30, 2014.
(8)Incorporated by reference to the Company’s Form 8-K Filed with the Commission on July 17, 2015.
(9)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2016 filed with the Commission on October 27, 2016.
(10)Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 2016 filed with the Commission on January 5, 2017.
(11)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2017 filed with the Commission on April 6, 2017.
(12)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2019 filed with the Commission on October 29, 2019.
(13)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2019 filed with the Commission on January 9, 2020.
(14)Incorporated by reference to the Company’s Form 8-K filed with the Commission on April 7, 2020.
(15)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2020 filed with the Commission on April 8, 2020.
(16)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2020 filed with the Commission on October 30, 2020.
(17)Incorporated by reference to Appendix B to the Company’s proxy statement on Schedule 14A relating to the 2021 Annual Meeting of Stockholders of the Company filed with the Commission on December 18, 2020.
(18)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2021 filed with the Commission on October 21, 2021.
(19)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2022 filed with the Commission on April 7, 2022.
(20)Incorporated by reference to the Company’s Report on Form 8-K filed with the Commission on December 9, 2022.
(21)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2023 filed with the Commission on April 10, 2023.
(22)Incorporated by reference to the Company’s Report on Form 8-K/A filed with the Commission on March 24, 2023.
(23)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2023 filed with the Commission on October 30, 2023.
(24)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 2, 2024.
(25)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2024 filed with the Commission on April 9, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.