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PRICESMART INC

For the period ended Feb 28, 2025. Filed Apr 9, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Feb 28, 2025 · Filed Apr 9, 2025

PSMT$162.46-0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-11-30; filed 2025-01-08.

0001041803-25-000007

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

Current report: 10-Q

Period ended 2025-02-28; filed 2025-04-09.

0001041803-25-000021

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 176 previous paragraphs and 197 current paragraphs.

95 unchanged; 69 reworded; 25 added; 12 removed; 0 previous and 8 current paragraphs rearranged.

Tables are not compared: 21 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

In March 2025, the Company announced that Robert Price has notified the Board of Directors of his intention to step down as Interim Chief Executive Officer effective August 31, 2025. David Price, the Company’s current Executive Vice President and Chief Transformation Officer and member of the Board of Directors, has been appointed Chief Executive Officer effective September 1, 2025, and Robert Price will become Executive Chairman of the Board of Directors at that time.

Current report

Current uncertainties about increases in tariffs of imported products from countries may have an adverse effect on our Company. In April 2025, the U.S. government announced a baseline tariff of 10% on products from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. While we are evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, this may affect our revenue and cost of goods. For additional information, see "Item 1A — Risk Factors —We are vulnerable to changes in the political and economic conditions such as tariffs and/or international trade wars and disruptions to remittances."

Current report

•Total revenues increased 5.6% over the comparable prior-year period.

Current report

•Selling, general and administrative expenses increased 7.0% compared to the second quarter of fiscal year 2024, primarily due to investments in technology.

Current report

•Operating income for the second quarter of fiscal year 2025 was $65.3 million, an increase of 2.6%, or $1.7 million, compared to the second quarter of fiscal year 2024.

Current report

•Adjusted EBITDA for the second quarter of fiscal year 2025 was $87.0 million compared to $84.1 million in the same period last year.

Current report

Financial highlights for the six months ended February 28, 2025 included:

Current report

•Total revenues increased 6.6% over the comparable prior year period.

Current report

•Net merchandise sales increased 6.8% over the comparable prior year period. We ended the first six months of fiscal years 2025 and 2024 with 54 warehouse clubs. Net merchandise sales - constant currency increased 7.6% over the comparable prior year period.

Current report

•Membership income increased 13.3% to $41.1 million over the comparable prior-year period.

Current report

•Selling, general and administrative expenses increased 8.5% compared to the first six months of fiscal year 2024, primarily due to investments in technology.

Current report

•Operating income was $123.5 million, an increase of 1.4%, or $1.7 million, compared to the first six months of fiscal year 2024.

Current report

•Our effective tax rate decreased for the first six months of fiscal year 2025 to 26.9%, as compared to the effective tax rate for the first six months of fiscal year 2024 of 31.4%. The decrease in the effective tax rate is primarily related to our implementation of certain tax optimization initiatives at the end of fiscal year 2024.

Current report

•Net income for the first six months of fiscal year 2025 was $81.2 million, or $2.66 per diluted share, compared to $77.3 million, or $2.54 per diluted share, in the comparable prior year period.

Current report

•Adjusted EBITDA for the first six months of fiscal year 2025 was $166.1 million compared to $161.9 million in the same period last year.

Current report

Net merchandise sales in our Central America segment increased 5.4% and 6.8%, respectively, during the second quarter and the six months ended February 28, 2025. These increases had a 330 basis point (3.3%) and 410 basis points (4.1%) positive impact, respectively, on total net merchandise sales growth for the second quarter and six months ended February 28, 2025. All markets within this segment had positive net merchandise sales growth. Additionally, we opened our fourth warehouse club in El Salvador in February 2024.

Current report

Net merchandise sales in our Caribbean segment increased 6.4% and 5.9%, respectively, during the second quarter and the six months ended February 28, 2025. These increases had a 180 basis point (1.8%) and a 170 basis point (1.7%) positive impact, respectively, on total net merchandise sales growth for the second quarter and six months ended February 28, 2025. All markets within this segment had positive net merchandise sales growth.

Current report

Net merchandise sales in our Colombia segment increased 6.6% and 8.5%, respectively, during the second quarter and the six months ended February 28, 2025. These increases had a 70 basis point (0.7%) and 100 basis point (1.0%) positive impact on total net merchandise sales growth for the second quarter and six months ended February 28, 2025.

Current report

Comparison of Thirteen and Twenty-Six week Periods Ended March 2, 2025 and March 3, 2024

Current report

Comparable net merchandise sales in our Caribbean segment increased 8.3% and 6.8% for the thirteen and twenty-six week periods ended March 2, 2025, respectively. These increases contributed approximately 230 basis points (2.3%) and 190 basis points (1.9%) of positive impact on total comparable merchandise sales for the thirteen and twenty-six week periods ended March 2, 2025, respectively.

Current report

Total revenue margin remained flat for the three and six months ended February 28, 2025 compared to the comparable prior-year periods as membership income offset the declines in total gross margin.

Current report

Selling, general and administrative expenses increased $25.8 million for the first six months of fiscal year 2025 compared to the prior year, and increased 30 basis points (0.3%) to 12.6% as a percentage of total revenue compared to 12.3% of total revenue for the first six months of fiscal year 2024.

Current report

Warehouse club and other operations expenses decreased to 9.2% of total revenues for the first six months ended February 28, 2025 compared to 9.3% for the prior year period. This was primarily due to our Colombia market, which decreased 10 basis points (0.1%) as a percentage of revenue year over year due to the impact of the devaluation of the Colombian peso on our warehouse club and other operations expenses in Colombia.

Current report

Interest expense decreased for the three and six-month period ended February 28, 2025, primarily due to lower long-term debt balances.

Current report

•A comparably favorable net tax impact from non-recurring items of 0.7%, primarily related to foreign currency exchange and changes in valuation allowances.
Removed paragraphs (12)

Previous report

•Total revenues increased 7.8% over the comparable prior-year period.

Previous report

•Selling, general and administrative expenses increased 10.1% compared to the first quarter of fiscal year 2024, primarily due to investments in technology.

Previous report

•Operating income for the first quarter of fiscal year 2025 was $58.3 million, effectively flat when compared to the prior year.

Previous report

•Adjusted EBITDA for the first quarter of fiscal year 2025 was $79.1 million compared to $77.8 million in the same period last year.

Previous report

Comparison of Three Months Ended November 30, 2024 and 2023

Previous report

Net merchandise sales in our Central America segment increased 8.4% during the first quarter of fiscal year 2025. This increase had a 510 basis point (5.1%) positive impact on total net merchandise sales growth. We opened our fourth warehouse club in El Salvador in February 2024. We also opened our sixth warehouse club in Guatemala in November 2023.

Previous report

Net merchandise sales in our Caribbean segment increased 5.4% during the first quarter of fiscal year 2025. This increase had a 150 basis point (1.5%) positive impact on total net merchandise sales growth.

Previous report

Net merchandise sales in our Colombia segment increased 10.7% during the first quarter of fiscal year 2025. This increase had a 120 basis point (1.2%) positive impact on total net merchandise sales growth.

Previous report

Comparison of 13-Week Periods Ended December 1, 2024 and December 3, 2023

Previous report

Comparable net merchandise sales in our Caribbean segment increased 5.2% for the 13-week period ended December 1, 2024. This increase contributed approximately 150 basis points (1.5%) of positive impact on total comparable merchandise sales for the period.

Previous report

Total revenue margin decreased 10 basis points (0.1%) for the three months ended November 30, 2024, primarily due to lower total gross margin percentage of 20 basis points (0.2%) and partially offset by increases in membership income and other income when compared to the same period of the prior year.

Previous report

Interest expense decreased for the three-month period ended November 30, 2024 primarily due to lower interest expense on loans and partially offset by less capitalized interest when compared to the comparable prior year period.
Reworded paragraphs (69)

Previous wording

As of November 30, 2024, we had 54 warehouse clubs in operation in 12 countries, plus the U.S. Virgin Islands, with revenues in excess of $4.9 billion in fiscal year 2024. We believe PriceSmart has become one of the most respected and trusted brands in the region. With nearly two million membership accounts and almost four million cardholders, we believe PriceSmart is an essential part of the shopping experience for consumers and small businesses in PriceSmart’s markets.

Current wording

Currently, as of April 2025, we have 55 warehouse clubs in operation in 12 countries, plus the U.S. Virgin Islands, with revenues in excess of $4.9 billion in fiscal year 2024. We believe PriceSmart has become one of the most respected and trusted brands in the region. With nearly two million membership accounts and almost four million cardholders, we believe PriceSmart is an essential part of the shopping experience for consumers and small businesses in PriceSmart’s markets.

Previous wording

The annual fee for a Diamond Membership in most markets as of November 30, 2024 was approximately $40 and our Platinum Members generally pay $80 per year in exchange for an annual 2% cash-back rebate. These membership fees are applied to lowering the price of the products we sell. We believe membership also provides a sense of identity and loyalty that, in turn, reduces the need for PriceSmart to spend money on advertising.

Current wording

The annual fee for a Diamond Membership in most markets as of February 28, 2025 was approximately $40, and our Platinum Members generally pay $80 per year in exchange for an annual 2% cash-back rebate, up to an annual maximum of $500. Membership fees contribute to our ability to operate our business on lower margins than conventional retailers. We believe membership also provides a sense of identity and loyalty that, in turn, reduces the need for PriceSmart to spend money on advertising.

Previous wording

PriceSmart continually focuses on innovation. In recent years, PriceSmart has added optical, audiology, and pharmacy services in many of its locations. PriceSmart provides online shopping to our Members and offers both home delivery and curbside pickup. PriceSmart is making significant investments in technology to both improve the online shopping experience for its Members and to enhance operating efficiencies in its supply chain and the back office.

Current wording

PriceSmart continually focuses on innovation. In recent years, PriceSmart has added optical, audiology, and pharmacy services in many of its locations. PriceSmart provides online shopping to our Members and offers both home delivery and curbside pickup via Click & Go®. PriceSmart is making significant investments in technology to both improve the online shopping experience for its Members and to enhance operating efficiencies in its supply chain and the back office.

Previous wording

PriceSmart is committed to improving the quality of life for people living in the communities in which it does business. In partnership with Price Philanthropies Foundation, PriceSmart provides school supplies to approximately 150,000 children, and eye exams to thousands of children through its Aprender y Crecer program. In addition, the PriceSmart Foundation makes grants to support work force development and small business entrepreneurship, and to improve the environment.

Current wording

PriceSmart is committed to improving the quality of life for people living in the communities in which it does business. In partnership with Price Philanthropies Foundation, PriceSmart provides school supplies to approximately 150,000 children, and eye exams to thousands of children through its Aprender y Crecer program. In addition, the PriceSmart Foundation makes grants to support work force development and small business entrepreneurship, and for disaster relief response.

Previous wording

We have purchased land and plan to open our ninth warehouse club in Costa Rica, located in Cartago, approximately 10 miles east from the nearest club in the capital of San Jose. The club is under construction on a six-acre property and is anticipated to open in the spring of 2025. Additionally, we finalized execution of a land lease in the first quarter of fiscal year 2025 and plan to build our seventh warehouse club in Guatemala, located in Quetzaltenango, approximately 122 miles west from the nearest club in the capital of Guatemala City. This club will be built on a four-acre property and is anticipated to open in the summer of 2025. Once these two new clubs are open, we will operate 56 warehouse clubs in total.

Current wording

In the first quarter of fiscal year 2025, we finalized execution of a land lease and plan to open our seventh warehouse club in Guatemala, located in Quetzaltenango, approximately 122 miles west from the nearest club in the capital of Guatemala City. This club is currently under construction and being built on a four-acre property and is anticipated to open in the summer of 2025. Once this new club is open the Company will operate 56 warehouse clubs.

Previous wording

Although inflationary pressures have subsided somewhat, substantial product cost increases and commodity price increases have and could again impact our financial results and could lead to reduced sales, fewer units sold, and/or margin pressure. Events, such as COVID-19, directly or indirectly resulted in market and supply-chain disruptions, which increased the complexity of managing our inventory flow and business and resulted in substantial inventory markdowns on certain non-food product categories in the third quarter of fiscal year 2022. In addition, shipping and freight rates increased dramatically during that time. These or other challenges could reoccur in the future. While supply chains and transportation rates have normalized, we continue to work to hold down and/or mitigate price increases passed on to our Members while maintaining the right inventory mix to grow sales. One key factor has been our expanded network of distribution centers, which has facilitated alternative shipping routes, increased merchandise throughput, and provided flexibility to mitigate our supply chain challenges and risks more effectively.

Current wording

Although inflationary pressures have subsided somewhat, substantial product cost increases and commodity price increases have and could again impact our financial results and could lead to reduced sales, fewer units sold, and/or margin pressure. The COVID-19 pandemic resulted, directly or indirectly, in market and supply-chain disruptions, which increased the complexity of managing our inventory flow and business and resulted in substantial inventory markdowns on certain non-food product categories in the third quarter of fiscal year 2022. In addition, shipping and freight rates increased dramatically during that time. Similar challenges could reoccur in the future. While supply chains and transportation rates have normalized, we continue to work to hold down and/or mitigate price increases passed on to our Members while maintaining the right inventory mix to grow sales. One key factor has been our expanded network of distribution centers, which has facilitated alternative shipping routes, increased merchandise throughput, and provided flexibility to mitigate our supply chain challenges and risks more effectively.

Previous wording

Currency fluctuation can be one of the largest variables affecting our overall sales and profit performance because many of our markets are susceptible to foreign currency exchange rate volatility. In the first quarter of fiscal year 2025, some markets, especially Costa Rica, benefited from currency appreciation, which helped offset currency devaluations we experienced in some of the other countries where we operate, primarily Colombia and the Dominican Republic. During the first quarter of fiscal year 2025, approximately 80.0% of our net merchandise sales were in currencies other than the U.S. dollar. Of those sales, 50.2% consisted of sales of products we purchased in U.S. dollars.

Current wording

Currency fluctuation can be one of the largest variables affecting our overall sales and profit performance because many of our markets are susceptible to foreign currency exchange rate volatility. In the second quarter of fiscal year 2025, some markets, primarily Costa Rica, benefited from currency appreciation, which helped partially offset currency devaluations we experienced in some of the other countries where we operate, primarily Colombia and the Dominican Republic. During the first six months of fiscal years 2025 and 2024, approximately 80.0% and 79.6%, respectively, of our net merchandise sales were in currencies other than the U.S. dollar. Of those sales, 49.6% and 49.4% consisted of sales of products we purchased in U.S. dollars.

Previous wording

A devaluation of local currency reduces the value of sales and membership income that is generated in that country when translated to U.S. dollars for our consolidated results. In addition, when local currency experiences devaluation, we may elect to increase the local currency price of imported merchandise to maintain our target margins, which could impact demand for the merchandise affected by the price increase. Alternatively, we may elect not to raise prices to fully cover the impact of the devaluation, adversely affecting our margins. For example, during fiscal year 2023, the currency in Colombia devalued approximately 15%, but we held pricing steady or took pricing actions to mitigate declines in demand that negatively impacted our consolidated Total Gross Margin rate. We may also modify the mix of imported versus local merchandise and/or the source of imported merchandise to mitigate the impact of currency fluctuations. Information about the effect of local currency devaluations is discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net Merchandise Sales and Comparable Sales.”

Current wording

A devaluation of local currency reduces the value of sales and membership income that is generated in that country when translated to U.S. dollars for our consolidated results. In addition, when local currency experiences devaluation, we may elect to increase the local currency price of imported merchandise to maintain our target margins, which could impact demand for the merchandise affected by the price increase. Alternatively, we may elect not to raise prices to fully cover the impact of the devaluation, adversely affecting our margins. For example, during fiscal year 2023, the currency in Colombia devalued approximately 15%, but we held pricing steady or took pricing actions to mitigate declines in demand, which negatively impacted our consolidated Total Gross Margin rate. We may also modify the mix of imported versus local merchandise and/or the source of imported merchandise to mitigate the impact of currency fluctuations. Information about the effect of local currency devaluations is discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net Merchandise Sales and Comparable Sales.”

Previous wording

We continue to face the risk of political instability which may have significant effects on our business. For example, protestors set up roadblocks in Panama during October and November 2023 as a reaction to an agreement between the Panamanian government and a mining company, disrupting traffic to our clubs throughout most of the market. Roadblocks in Guatemala in October 2023 relating to election protests also limited access to certain of our warehouse clubs. Civil unrest in Colombia in response to tax reform and austerity measures paralyzed significant portions of the country’s infrastructure during the third quarter of fiscal year 2021.

Current wording

We continue to face the risk of political instability which may have significant effects on our business. For example, protestors set up roadblocks in Panama during October and November 2023 as a reaction to an agreement between the Panamanian government and a mining company, disrupting traffic to our clubs throughout most of the market. Roadblocks in Guatemala in October 2023 related to election protests also limited access to certain of our warehouse clubs. Civil unrest in Colombia in response to tax reform and austerity measures paralyzed significant portions of the country’s infrastructure during the third quarter of fiscal year 2021.

Previous wording

At times we face difficulties in the shipment of, and the risks inherent in the importation of, merchandise to our warehouse clubs. One of those difficulties is possible governmental restrictions on the importation of merchandise. In late May 2023, disputes with Nicaraguan 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 plan around these import blockages and resume imports within a matter of days. However, the most recent delay in obtaining importation clearance resulted in us being unable to import merchandise into Nicaragua for several weeks in June 2023. While our tax clearances and imports have returned to a normal cadence, we could see delays of imports into Nicaragua again as well as in other jurisdictions in which we operate.

Current wording

At times we face difficulties in the shipment of, and the risks inherent in the importation of, merchandise to our warehouse clubs. One of those difficulties is possible governmental restrictions on the importation of merchandise. In late May 2023, disputes with Nicaraguan 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 plan around these import blockages and resume imports within a matter of days. However, the most recent delay in obtaining importation clearance resulted in our being unable to import merchandise into Nicaragua for several weeks in June 2023. While our tax clearances and imports have returned to a normal cadence, we could see delays of imports into Nicaragua again as well as in other jurisdictions in which we operate.

Previous wording

From time to time, we have experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity). This impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products or otherwise fund our operations. This illiquidity also increases our foreign exchange exposure to any devaluation of the local currency relative to the U.S. dollar. Additionally, the Company may incur significant premium costs to convert our local currencies into available tradable currencies and U.S. dollars. For instance, since fiscal year 2017, we have experienced this situation in Trinidad and have been unable to source a sufficient level of tradable currencies. We are working with our banks in Trinidad and government officials to convert all of our Trinidad dollars into tradable currencies. Our balance as of November 30, 2024 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $70.1 million, a decrease of$30.4 million from the peak of $100.5 million as of November 30, 2020. However, as the Trinidad central bank strictly manages the exchange rate of the Trinidad dollar with the U.S. dollar and affects the level of U.S. Dollar liquidity in the market through its interventions, we are subject to continued challenges in converting our Trinidad dollars to U.S. dollars, as well as being exposed to the risk of a potential devaluation of the currency.

Current wording

From time to time, we have experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity). This impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products or otherwise fund our operations. This illiquidity also increases our foreign exchange exposure to any devaluation of the local currency relative to the U.S. dollar. Additionally, we may incur significant premium costs to convert our local currencies into available tradable currencies and U.S. dollars. For instance, since fiscal year 2017, we have experienced this situation in Trinidad and have been unable to source a sufficient level of tradable currencies. We are working with our banks in Trinidad and government officials to convert all of our Trinidad dollars into tradable currencies. Our balance as of February 28, 2025 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $75.6 million, a decrease of $24.9 million from the peak of $100.5 million as of November 30, 2020. However, as the Trinidad central bank strictly manages the exchange rate of the Trinidad dollar with the U.S. dollar and affects the level of U.S. Dollar liquidity in the market through its interventions, we are subject to continued challenges in converting our Trinidad dollars to U.S. dollars, as well as being exposed to the risk of a potential devaluation of the currency.

Previous wording

Additionally, during fiscal year 2023, the Honduran Central Bank began limiting the availability and controlling the allocation of U.S. dollars for the conversion from Honduran lempiras to U.S. dollars. As of November 30, 2024, our Honduran subsidiary had approximately$10.9 million of cash and cash equivalents and short-term investments denominated in lempiras, which cannot be readily converted to U.S. dollars for general use within the Company. We are actively working with our banking partners and government authorities to address this situation.

Current wording

Additionally, during fiscal year 2023, the Honduran Central Bank began limiting the availability and controlling the allocation of U.S. dollars for the conversion from Honduran lempiras to U.S. dollars. We are actively working with our banking partners and government authorities to address this situation. As of February 28, 2025, our Honduran subsidiary had approximately $1.7 million of cash and cash equivalents and short-term investments denominated in lempiras, which cannot be readily converted to U.S. dollars for general use within the Company.

Previous wording

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

Current wording

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

Previous wording

I. Invest in Remodeling Current PriceSmart Clubs, Adding New PriceSmart Locations and Opening More Distribution Centers. We believe that one of the quickest and most effective ways to increase sales and profitability is to increase the size and efficiency of our existing warehouse clubs and the number of parking spaces at our high-volume locations. For instance, we are currently expanding our warehouse clubs in San Salvador, El Salvador and Portmore, Jamaica. In the first quarter of fiscal year 2025, we completed the remodel of our clubs in San Pedro Sula, Honduras and Santiago, Dominican Republic. During fiscal year 2024, we entered into a lease agreement to relocate and extend the lease term for our Miraflores club, which is our highest selling location in Guatemala. The new warehouse will have increased sales floor square footage and a greater number of parking spaces, along with covered parking for our Members. We continue to pursue opportunities to add new warehouse clubs in our existing markets and to assess opportunities in new markets. We have plans to open a new warehouse club in Cartago, near the capital of San Jose, in Costa Rica, in the spring of 2025. Additionally, we finalized execution of a land lease in thefirst quarter of fiscal year 2025 and plan to build and open our seventh warehouse club in Guatemala, in the city of Quetzaltenango, in the summer of 2025. We are enhancing our distribution and logistics network through the opening of distribution centers in China and in each of our multi-club markets, either operated by PriceSmart or through the use of third-party logistics providers. We expect to reduce landed costs and lead times (via direct shipments from Asia to our local markets) and improve our working capital. In addition to our regional distribution center in Costa Rica, we have PriceSmart-operated distribution centers in various stages of development and implementation in markets such as Panama, Guatemala, and Trinidad.

Current wording

I. Invest in Adding New PriceSmart Locations, Remodeling Current PriceSmart Clubs and Opening More Distribution Centers. In April 2025, we opened a new warehouse club in Cartago, near the capital of San Jose, in Costa Rica. In the first quarter of fiscal year 2025, we finalized the execution of a land lease and have begun construction of a new warehouse club, which will be our seventh warehouse club in Guatemala, and the first in the city of Quetzaltenango. We expect to open this warehouse club in the summer of 2025. Additionally, we believe that one of the quickest and most effective ways to increase sales and profitability is to increase the size and efficiency of our existing warehouse clubs and the number of parking spaces at our high-volume locations. In the second quarter of fiscal year 2025, we completed the expansions of our warehouse clubs in San Salvador, El Salvador and Portmore, Jamaica. During fiscal year 2024, we entered into a lease agreement to relocate and extend the lease term for our Miraflores club, which is our highest selling location in Guatemala. The new warehouse will have increased sales floor square footage and a greater number of parking spaces, along with covered parking for our Members. We continue to pursue opportunities to add new warehouse clubs in our existing markets and to assess opportunities in new markets. We are enhancing our distribution and logistics network through the opening of distribution centers in China and in each of our multi-club markets, either operated by PriceSmart or through the use of third-party logistics providers. We expect to reduce landed costs and lead times (via direct shipments from Asia to our local markets) and improve our working capital. In addition to our regional distribution center in Costa Rica, we have PriceSmart-operated distribution centers in various stages of development and implementation in markets such as Guatemala, Trinidad, Dominican Republic and a cold distribution center in Panama.

Previous wording

II. Increase Membership Value. We are seeking to attract more Members and retain our current Members by expanding the benefits of being a Member of PriceSmart. As benefits grow and the value of being a PriceSmart Member increases, adjustments to the membership fee may be warranted. A larger membership base and higher membership fee contribute to the bottom line of the business or can be reinvested in providing better pricing to our Members. We focus on growth of our membership base, Member renewal rates and spend per Member as part of determining how Members see our value. By adding more benefits that Members can only obtain with us, we believe we can achieve growth in the number of Members, which drives Membership income and Net merchandise sales. Recent examples of enhancements we have made to the value of membership include: providing the ability for all of our Members to transact on PriceSmart.com; pickup and delivery service in our clubs; and the implementation and expansion of our Well-being initiative, which offers optical services with free eye exams for our Members and additional members of their families and lower prices on discounted eyeglass frames; audiology services with free hearing exams and deeply discounted hearing aids; and, in some of our markets, pharmacies. Another way we enhance Membership value is by offering private label merchandise under the“Member’s Selection®” brand, which is available only to PriceSmart Members. We believe the“Member’s Selection®” brand carries goodwill and is recognized in our markets for value. Private label products also provide the opportunity to source quality items locally. Select local sourcing has multiple benefits, including support of local communities in which we operate by enhancing business activity and creating direct and indirect jobs, mitigation of foreign currency exchange risk, and reduced supply chain exposure. These initiatives offer additional benefits and services for our Members, whether they choose to shop on-line, in-club, or both. During the first quarter of fiscal year 2025, our private label sales represented 27.7% of total merchandise sales, up from 27.2% in the same period of fiscal year 2024, and we plan to continue to invest in the development of additional private label products under the“Member’s Selection®” brand.

Current wording

II. Increase Membership Value. At PriceSmart, we are dedicated to attracting new Members and fostering long-term loyalty by continually enhancing the value of membership. In addition to providing low prices on merchandise, we seek to provide Members with greater convenience and an expanding range of services. This includes access to PriceSmart.com for online transactions, seamless club pickup and delivery services, and our comprehensive Well-being initiative. Members enjoy optical services with free eye exams, discounted eyeglass frames, audiology services with hearing tests, and competitive pricing on hearing aids. In select markets, pharmacy services further enrich the PriceSmart membership experience. As benefits grow and the value of being a PriceSmart Member increases, adjustments to the membership fee may be warranted. A larger membership base and higher membership fee contribute to the bottom line of the business or can be reinvested in providing better pricing to our Members. We focus on growth of our membership base, Member renewal rates and spend per Member as part of determining how Members see our value. A key driver of our membership strategy is the Platinum Membership, which is designed to offer even more value to our most engaged Members. Platinum Members enjoy exclusive benefits, including an annual cashback reward on eligible purchases, which directly translates to savings that reward loyalty and increase purchasing power. By offering tangible financial rewards, we position PriceSmart as the go-to solution for Members seeking long-term value. Platinum Members tend to demonstrate higher renewal rates and increased spending compared to other membership tiers. Platinum Membership accounts were 14.5% of our total membership base as of February 28, 2025, an increase from 9.6% as of February 29, 2024. This directly contributes to the Company's revenue growth and reinforces our commitment to providing best-in-class value for our Members. Additionally, our private-label products that we sell under the Member’s Selection® brand plays a crucial role in enhancing the membership value proposition. We believe these products, available only at PriceSmart, deliver superior value while maintaining the high standards that our Members expect. Sourced with care and designed to meet everyday needs, Member’s Selection products range from pantry staples to household essentials, providing affordable alternatives without compromising on quality. During the first six months of fiscal year 2025, our private-label sales represented 27.4% of total merchandise sales, up from 27.1% in the same period of fiscal year 2024, and we plan to continue to invest in the development of additional private-label products under the Member’s Selection® brand. By continuously enhancing our benefits and maintaining a strong focus on membership growth, renewal rates, and Member spending, we reinforce our mission to provide Members with unmatched value, whether they choose to …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Financial highlights for the first quarter of fiscal year 2025 included:

Current wording

Financial highlights for the second quarter of fiscal year 2025 included:

Previous wording

•Net merchandise sales increased 7.8% over the comparable prior-year period. We ended the quarter with 54 warehouse clubs compared to 53 warehouse clubs at the end of the first quarter of fiscal year 2024. Net merchandise sales - constant currency increased 8.2% over the comparable prior-year period.

Current wording

•Net merchandise sales increased 5.8% over the comparable prior-year period. We ended the second quarter of fiscal years 2025 and 2024 with 54 warehouse clubs. Net merchandise sales - constant currency increased 7.0% over the comparable prior-year period.

Previous wording

•Comparable net merchandise sales (that is, sales in the 52 warehouse clubs that have been open for more than 13 ½ calendar months) for the 13 weeks ended December 1, 2024 increased 5.7%. Comparable net merchandise sales - constant currency for the 13 weeks ended December 1, 2024 increased 6.1%.

Current wording

•Comparable net merchandise sales (that is, sales in the 53 warehouse clubs that have been open for more than 13 ½ calendar months) for the 13 weeks ended March 2, 2025 increased 6.7%. Comparable net merchandise sales - constant currency for the 13 weeks ended March 2, 2025 increased 7.9%.

Previous wording

•Membership income for the first quarter of fiscal year 2025 increased 13.8% to $20.2 million over the comparable prior year period.

Current wording

•Membership income for the second quarter of fiscal year 2025 increased 12.8% to $20.9 million over the comparable prior year period.

Previous wording

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 6.4% over the prior-year period, and merchandise gross profits as a percent of net merchandise sales were 15.9%, a decrease of 20 basis points or 0.2% from the same period in the prior year.

Current wording

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 5.0% over the prior-year period, and merchandise gross profits as a percent of net merchandise sales were 15.6%, a decrease of 10 basis points or 0.1% from the same period in the prior year.

Previous wording

•Our effective tax rate decreased in the first quarter of fiscal year 2025 to 26.5% from 32.3% in the first quarter of fiscal year 2024. The decrease in the effective tax rate is primarily related to the implementation of certain tax optimization initiatives at the end of fiscal year 2024.

Current wording

•Our effective tax rate decreased in the second quarter of fiscal year 2025 to 27.2% from 30.5% in the second quarter of fiscal year 2024. The decrease in the effective tax rate is primarily related to our implementation of certain tax optimization initiatives at the end of fiscal year 2024.

Previous wording

•Net income for the first quarter of fiscal year 2025 was $37.4 million, or $1.21 per diluted share, compared to $38.0 million, or $1.24 per diluted share, in the first quarter of fiscal year 2024.

Current wording

•Net income for the second quarter of fiscal year 2025 was $43.8 million, or $1.45 per diluted share, compared to $39.3 million, or $1.31 per diluted share, in the second quarter of fiscal year 2024.

Previous wording

•We recorded a $7.3 million net loss in total other expense in the first quarter of fiscal year 2025 compared to a $2.1 million net loss in total other expense in the same period last year. This increase in total other expense was primarily due to an increase in other expense, net of $4.7 million, primarily driven by an increase in total foreign currency transaction losses as well as lower interest income of $0.6 million, comparatively.

Current wording

•We recorded a $12.4 million net loss in total other expense in the first six months of fiscal year 2025 compared to a $9.2 million net loss in total other expense in the same period last year. The increase in total other expense was primarily due to an increase in other expense, net of $3.0 million, primarily driven by an increase in total foreign currency transaction losses.

Previous wording

(1)Primarily consists of transaction costs of converting the local currencies into available tradable currencies in some of our countries with liquidity issues and foreign currency losses or gains due to the revaluation of monetary assets and liabilities (primarily U.S. dollars) for the three months ended November 30, 2024 and 2023.

Current wording

(1)Primarily consists of transaction costs of converting the local currencies into available tradable currencies in some of our countries with liquidity issues and foreign currency losses or gains due to the revaluation of monetary assets and liabilities (primarily U.S. dollars) for the three and six months ended February 28, 2025 and February 29, 2024.

Previous wording

COMPARISON OF THE THREE MONTHS ENDED NOVEMBER 30, 2024 AND 2023

Current wording

COMPARISON OF THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024

Previous wording

The following discussion and analysis compares the results of operations for the three-month period ended on November 30, 2024 with the three-month period ended on November 30, 2023 and should be read in conjunction with the consolidated financial statements and the accompanying notes included elsewhere in this report. Unless otherwise noted, all tables present U.S. dollar amounts in thousands. Certain percentages presented are calculated using actual results prior to rounding.

Current wording

The following discussion and analysis compares the results of operations for the three-month and six-month periods ended on February 28, 2025 with the three-month and six-month periods ended on February 29, 2024 and should be read in conjunction with the consolidated financial statements and the accompanying notes included elsewhere in this report. Unless otherwise noted, all tables present U.S. dollar amounts in thousands. Certain percentages presented are calculated using actual results prior to rounding.

Previous wording

The following tables 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 the three months ended November 30, 2024 and November 30, 2023:

Current wording

The following tables 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 the three and six months ended February 28, 2025 and February 29, 2024:

Previous wording

Overall, total net merchandise sales grew by 7.8% for the first quarter of fiscal year 2025 compared to the first quarter of fiscal year 2024, driven by a 5.3% increase in transactions and a 2.4% 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 pickup and delivery service transactions. Average ticket represents the amount our Members spend on each visit or PriceSmart.com order. We had 54 clubs in operation as of November 30, 2024 compared to 53 clubs as of November 30, 2023.

Current wording

Overall, total net merchandise sales grew by 5.8% for the second quarter of fiscal year 2025 and grew 6.8% for the six-month period ended February 28, 2025. The second quarter increase resulted from a 3.9% increase in transactions and a 1.9% increase in average ticket. For the six-month period, the increase resulted from a 4.6% increase in transactions and a 2.1% 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 pickup via Click & Go® and delivery service transactions. Average ticket represents the amount our Members spend on each visit or PriceSmart.com order. We had 54 clubs in operation as of February 28, 2025 and February 29, 2024.

Previous wording

The following table indicates the impact that currency exchange rates had on our net merchandise sales in dollars and the percentage change from the three-month period ended November 30, 2024. When we use the term "net merchandise sales - constant currency," it means that we have translated current year net merchandise sales at prior year monthly average exchanges rates. Net merchandise sales - constant currency results exclude the effects of foreign currency translation. Impact of foreign currency is the effect of currency fluctuations on our net merchandise sales.

Current wording

The following table indicates the impact that currency exchange rates had on our net merchandise sales in dollars and the percentage change from the three and six-month period ended February 28, 2025. When we use the term "net merchandise sales - constant currency," it means that we have translated current year net merchandise sales at prior year monthly average exchanges rates. Net merchandise sales - constant currency results exclude the effects of foreign currency translation. Impact of foreign currency is the effect of currency fluctuations on our net merchandise sales.

Previous wording

Overall, the effects of currency fluctuations within our markets had approximately $4.7 million, or 40 basis points (0.4%) of negative impact on net merchandise sales for the three months ended November 30, 2024.

Current wording

Overall, the effects of currency fluctuations within our markets had approximately $14.7 million and $19.4 million, or 120 basis points (1.2%) and 80 basis points (0.8%), of negative impact on net merchandise sales for the quarter and six months ended February 28, 2025, respectively.

Previous wording

Currency fluctuations had a $9.9 million, or 140 basis points (1.4%), positive impact on net merchandise sales in our Central America segment for the three months ended November 30, 2024. These currency fluctuations contributed approximately 90 basis points (0.9%) of positive impact on net merchandise sales for the quarter ended November 30, 2024. The Costa Rica colón appreciated significantly against the dollar as compared to the same three-month period a year ago and was a significant factor in the contribution to the favorable currency fluctuations in this segment.

Current wording

Currency fluctuations had a $6.3 million and $16.2 million, or 80 basis points (0.8%) and 110 basis points (1.1%), of positive impact on net merchandise sales in our Central America segment for the quarter and six months ended February 28, 2025, respectively. These currency fluctuations contributed approximately 50 basis points (0.5%) and 60 basis points (0.6%) of positive impact on net merchandise sales for the quarter and six months ended February 28, 2025, respectively. The Costa Rica colón appreciated against the dollar as compared to the same three and six-month periods a year ago and was a significant factor in the contribution to the favorable currency fluctuations in this segment.

Previous wording

Currency fluctuations had a $7.9 million, or 250 basis points (2.5%), negative impact on net merchandise sales in our Caribbean segment for the three months ended November 30, 2024. These currency fluctuations contributed approximately 70 basis points (0.7%) of negative impact on total net merchandise sales growth for the period. This negative impact was primarily driven by the devaluation of the Dominican Peso as compared to the same three-month period a year ago.

Current wording

Currency fluctuations had a $7.5 million and $15.4 million, or 220 basis points (2.2%) and 230 basis points (2.3%), of negative impact on net merchandise sales in our Caribbean segment for the quarter and six months ended February 28, 2025, respectively. These currency fluctuations contributed approximately 60 basis points (0.6%) of negative impact on total net merchandise sales growth for the quarter and six months ended February 28, 2025. The negative impact was primarily driven by the significant devaluation of the Dominican Peso as compared to the same three and six-month periods a year ago.

Previous wording

Currency fluctuations had a $6.8 million, or 540 basis points (5.4%), negative impact on net merchandise sales in our Colombia segment for the three months ended November 30, 2024. These currency fluctuations contributed approximately 60 basis points (0.6%) of negative impact on total net merchandise sales for the current fiscal year period. The Colombian peso depreciated significantly against the dollar as compared to the same three-month period a year ago and was a significant factor in the contribution to the unfavorable currency fluctuations in this segment.

Current wording

Currency fluctuations had a $13.5 million and $20.3 million, or 940 basis points (9.4%) and 760 basis points (7.6%), of negative impact on net merchandise sales in our Colombia segment for the quarter and six months ended February 28, 2025, respectively. These currency fluctuations contributed approximately 110 basis points (1.1%) and 80 basis points (0.8%) of the total negative impact on total net merchandise sales for the quarter and six months ended February 28, 2025, respectively. The Colombian peso depreciated significantly against the dollar as compared to the same three and six-month periods a year ago and was a significant factor in the contribution to the unfavorable currency fluctuations in this segment.

Previous wording

We report comparable net merchandise sales on a “same week” basis with 13 weeks in each quarter beginning on a Monday and ending on a Sunday. The periods are established at the beginning of the fiscal year to provide as close a match as possible to the calendar month and quarter that is used for financial reporting purposes. This approach equalizes the number of weekend days and weekdays in each period for improved sales comparison, as we experience higher merchandise club sales on the weekends. Further, each of the warehouse clubs used in the calculations was open for at least 13 ½ calendar months before its results for the current period were compared with its results for the prior period. As a result, sales related to two of our clubs opened during fiscal year 2024 will not be used in the calculation of comparable sales until they have been open for at least 13 ½ months. Therefore, comparable net merchandise sales includes 52 warehouse clubs for the 13-week period ended December 1, 2024.

Current wording

We report comparable net merchandise sales on a “same week” basis with 13 weeks in each quarter beginning on a Monday and ending on a Sunday. The periods are established at the beginning of the fiscal year to provide as close a match as possible to the calendar month and quarter that is used for financial reporting purposes. This approach equalizes the number of weekend days and weekdays in each period for improved sales comparison, as we experience higher merchandise club sales on the weekends. Further, each of the warehouse clubs used in the calculations was open for at least 13 ½ calendar months before its results for the current period were compared with its results for the prior period. As a result, sales related to one of our clubs opened during fiscal year 2024 will not be used in the calculation of comparable sales until they have been open for at least 13 ½ months. Therefore, comparable net merchandise sales includes 53 warehouse clubs for the thirteen and twenty-six week period ended March 2, 2025.

Previous wording

The following tables indicate the comparable net merchandise sales in the reportable segments in which we operate and the percentage changes in net merchandise sales by segment during the 13-week period ended December 1, 2024 and December 3, 2023 compared to the prior year:

Current wording

The following tables indicate the comparable net merchandise sales in the reportable segments in which we operate and the percentage changes in net merchandise sales by segment during the thirteen and twenty-six week periods ended March 2, 2025 and March 3, 2024 compared to the prior year:

Previous wording

Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the 13-week period ended December 1, 2024 increased 5.7%.

Current wording

Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the thirteen-week period ended March 2, 2025 increased 6.7%. Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the twenty-six week period ended March 2, 2025 increased 6.2%.

Previous wording

Comparable net merchandise sales in our Central America segment increased 5.1% for the 13-week period ended December 1, 2024. All of our markets in Central America except El Salvador had positive comparable net merchandise sales growth. We opened one new club in El Salvador in February 2024 that has not entered into the calculation of comparable net merchandise sales, and the transfer of sales from the existing clubs included in the comparable net merchandise sales calculation to the new club not yet included adversely affected comparable net merchandise sales in El Salvador. The positive comparable net merchandise sales growth for our Central America segment contributed approximately 310 basis points (3.1%) of positive impact in total comparable merchandise sales.

Current wording

Comparable net merchandise sales in our Central America segment increased 5.6% and 5.4% for the thirteen and twenty-six week periods ended March 2, 2025, respectively. All of our markets in Central America except El Salvador had positive comparable net merchandise sales growth for the thirteen and twenty-six week periods ended March 2, 2025. We opened one new club in El Salvador in February 2024 that has not entered into the calculation of comparable net merchandise sales, and the transfer of sales from the existing clubs included in the comparable net merchandise sales calculation to the new club not yet included adversely affected comparable net merchandise sales in El Salvador. The positive comparable net merchandise sales growth for our Central America segment contributed approximately 340 basis points (3.4%) and 330 basis points (3.3%) of positive impact in total comparable merchandise sales for the thirteen and twenty-six week periods ended March 2, 2025, respectively.

Previous wording

Comparable net merchandise sales in our Colombia segment increased 10.3% for the 13-week period ended December 1, 2024. This increase contributed approximately 110 basis points (1.1%) of positive impact in total comparable merchandise sales for the period.

Current wording

Comparable net merchandise sales in our Colombia segment increased 8.6% and 9.3% for the thirteen and twenty-six week periods ended March 2, 2025, respectively. These increases contributed approximately 100 basis points (1.0%) of positive impact in total comparable merchandise sales for the thirteen and twenty-six week periods ended March 2, 2025.

Previous wording

When we use the term "comparable net merchandise sales - constant currency," it means that we have translated current year comparable net merchandise sales at prior year monthly average exchanges rates. Comparable net merchandise sales - constant currency results exclude the effects of foreign currency translation. The following tables 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 13-week period ended December 1, 2024:

Current wording

When we use the term "comparable net merchandise sales - constant currency," it means that we have translated current year comparable net merchandise sales at prior year monthly average exchanges rates. Comparable net merchandise sales - constant currency results exclude the effects of foreign currency translation. The following tables 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 thirteen and twenty-six week periods ended March 2, 2025:

Previous wording

Overall, the mix of currency fluctuations within our markets had 40 basis points (0.4%) of negative impact on comparable net merchandise sales for the 13-week period ended December 1, 2024.

Current wording

Overall, the mix of currency fluctuations within our markets had 120 basis points (1.2%) and 90 basis points (0.9%) of negative impact on comparable net merchandise sales for the thirteen and twenty-six week periods ended March 2, 2025, respectively.

Showing the first 40 of 69 pairs. Open the source sections for the rest.

Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

(1)In April 2025, we opened one new warehouse club in Costa Rica, located in Cartago, approximately 10 miles east from the nearest club in the capital of San Jose. As of April 2025, the Company operates 55 warehouse clubs.

Current report — wording carried from elsewhere

•We recorded a $5.1 million net loss in total other expense in the second quarter of fiscal year 2025 compared to a $7.1 million net loss in total other expense in the same period last year. This decrease in total other expense was primarily due to a decrease in other expense, net of $1.7 million, primarily driven by a decrease in unrealized losses in value of U.S. dollar denominated monetary assets and liabilities in several of our markets.

Current report — wording carried from elsewhere

•Comparable net merchandise sales (that is, sales in the 53 warehouse clubs that have been open for greater than 13 ½ calendar months) for the 26 weeks ended March 2, 2025 increased 6.2%. Comparable net merchandise sales - constant currency for the 26 weeks ended March 2, 2025 increased by 7.1%.

Current report — wording carried from elsewhere

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 5.7% over the comparable prior year period and total gross margins as a percent of net merchandise club sales were 15.7%, a decrease of 20 basis points or 0.2%, from the same period in the prior year.

Current report — wording carried from elsewhere

(1)See “Item 2. Management’s Discussion & Analysis – Non - GAAP Financial Measures” for the definition of Adjusted EBITDA and a reconciliation to GAAP net income as reported.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

For the six months ended February 28, 2025, the effective tax rate was 26.9% compared to 31.4% for the prior year period. The decrease in the effective tax rate versus the prior year as primarily attributable to the following factors;

Current report — wording carried from elsewhere

•A comparably favorable net tax impact from recurring items of 3.8% primarily resulting from the implementation of certain tax optimization initiatives at the end of fiscal year 2024; and