Form 8-K
8-K — PRICESMART INC
Accession: 0001041803-26-000020
Filed: 2026-04-08
Period: 2026-04-08
CIK: 0001041803
SIC: 5331 (RETAIL-VARIETY STORES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — psmt-20260408.htm (Primary)
EX-99.1 (psmt-20260228xexx991.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: psmt-20260408.htm · Sequence: 1
psmt-20260408
0001041803FALSE00010418032026-04-082026-04-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2026
PriceSmart, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-22793 33-0628530
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
9797 Aero Drive, Suite 100
San Diego, CA 92123
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858) 404-8800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.0001 par value PSMT NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On April 8, 2026, PriceSmart, Inc. issued a press release regarding the results of operations for its second quarter ended February 28, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall be deemed “furnished” and not “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section.
Item 9.01. Exhibits.
(d)The following exhibit is furnished herewith:
Exhibit
Number Description
99.1
Press Release of PriceSmart, Inc. dated April 8, 2026.
104 The cover page from this Current report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 8, 2026
/s/ GUALBERTO HERNANDEZ
Gualberto Hernandez
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description
99.1
Press Release of PriceSmart, Inc. dated April 8, 2026.
104 The cover page from this Current report on Form 8-K, formatted in Inline XBRL.
EX-99.1
EX-99.1
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Document
PRICESMART ANNOUNCES FISCAL 2026 SECOND QUARTER OPERATING RESULTS AND PLANS FOR EIGHTH CLUB IN GUATEMALA
NET MERCHANDISE SALES GREW 9.9%
COMPARABLE NET MERCHANDISE SALES INCREASED 7.6%
$1.62 EARNINGS PER DILUTED SHARE
San Diego, CA (April 8, 2026) - PriceSmart, Inc. ("PriceSmart" or the "Company") (NASDAQ: PSMT), operator of 56 warehouse clubs in 12 countries and one U.S. territory, today announced results for the fiscal second quarter of 2026, which ended on February 28, 2026.
Second Quarter Financial Results
Total revenues for the second quarter of fiscal year 2026 increased 9.7% to $1.50 billion compared to $1.36 billion in the comparable period of the prior year. For the second quarter of fiscal year 2026, net merchandise sales increased 9.9% to $1.47 billion from $1.33 billion in the second quarter of fiscal year 2025. Net merchandise sales - constant currency increased 7.8% over the comparable prior-year period. Foreign currency exchange rate fluctuations impacted net merchandise sales positively by $27.7 million, or 2.1%, versus the same period in the prior year.
The Company had 56 warehouse clubs in operation as of February 28, 2026 compared to 54 warehouse clubs in operation as of February 28, 2025.
Comparable net merchandise sales for the 54 warehouse clubs that have been open for greater than 13 ½ calendar months increased 7.6% for the 13-week period ended March 1, 2026 compared to the comparable 13-week period of the prior year. Comparable net merchandise sales - constant currency for the 13 weeks ended March 1, 2026 increased 5.5%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales positively by 2.1% versus the same period in the prior year.
The Company recorded operating income during the fiscal second quarter of $75.4 million compared to operating income of $65.3 million in the prior-year period. Net income increased 12.2% to $49.1 million, or $1.62 per diluted share, in the second quarter of fiscal year 2026 compared to $43.8 million, or $1.45 per diluted share, in the second quarter of fiscal year 2025.
Adjusted EBITDA for the second quarter of fiscal year 2026 was $99.7 million compared to $87.0 million in the same period last year.
Year-to-Date Financial Results
Total revenues for the six months ended February 28, 2026 increased 9.8% to $2.88 billion compared to $2.62 billion in the comparable period of the prior year. For the first six months of fiscal year 2026, net merchandise sales increased 10.2% to $2.82 billion from $2.56 billion in the comparable prior-year period. Net merchandise sales - constant currency increased 8.6% over the comparable prior-year period. Foreign currency exchange rate fluctuations impacted net merchandise sales positively by $41.5 million, or 1.6%, versus the same period in the prior year.
Comparable net merchandise sales for the 54 warehouse clubs that have been open for greater than 13 ½ calendar months increased 7.8% for the 26-week period ended March 1, 2026 compared to the comparable 26-week period of the prior year. Comparable net merchandise sales - constant currency for the 26 weeks ended March 1, 2026 increased 6.2%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales positively by 1.6% versus the same period in the prior year.
The Company recorded operating income during the first six months of fiscal year 2026 of $138.3 million compared to operating income of $123.5 million in the prior-year period. Net income increased 9.9% to $89.3 million, or $2.91 per diluted share, in the first six months of fiscal year 2026 compared to $81.2 million, or $2.66 per diluted share, in the first six months of fiscal year 2025.
Adjusted EBITDA for the first six months of fiscal year 2026 was $186.6 million compared to $166.1 million in the same period last year.
Plans for New Club
The Company has leased land and plans to open its eighth warehouse club in Guatemala, located in Villa Nueva, approximately 13 miles south from the nearest club in the capital of Guatemala City, subject to all permits being obtained. The club will be built on a five-acre property and is anticipated to open in the spring of 2027. Once this club and four other previously announced clubs are open, the Company will operate 61 warehouse clubs.
Note Regarding Non-GAAP (Generally Accepted Accounting Principles) Financial Measures
The foregoing discussion of the Company’s operating results includes references to Adjusted EBITDA, net merchandise sales - constant currency and comparable net merchandise sales - constant currency, which are non-GAAP financial measures. We believe these supplemental measures are useful to investors and analysts because they exclude items that we do not believe are indicative of our core operating performance. These non-GAAP financial measures are defined and reconciled to the most comparable GAAP measures later in this document.
Conference Call Information
PriceSmart management will host a conference call at 12:00 p.m. Eastern time (9:00 a.m. Pacific time) on Thursday, April 9, 2026, to discuss the financial results. Individuals interested in participating in the conference call may do so by dialing toll free (800) 715-9871 for domestic callers or +1 (646) 307-1963 for international callers and asking to join the PriceSmart earnings call. A digital replay will be available shortly following the conclusion of the call through Thursday, April 16, 2026, by dialing +1 (800) 770-2030 for domestic callers or +1 (647) 362-9199 for international callers and entering replay passcode 5898084.
About PriceSmart
PriceSmart, headquartered in San Diego, owns and operates U.S.-style membership shopping warehouse clubs in Latin America and the Caribbean, selling high quality merchandise and providing services at low prices to PriceSmart Members. PriceSmart operates 56 warehouse clubs in 12 countries and one U.S. territory (ten in Colombia; nine in Costa Rica; seven each in Panama and Guatemala; five in Dominican Republic; four each in Trinidad and El Salvador; three in Honduras; two each in Nicaragua and Jamaica; and one each in Aruba, Barbados and the United States Virgin Islands). In addition, the Company plans to open one new warehouse club in La Romana, Dominican Republic in May 2026, one warehouse club in each of Montego Bay and South Camp Road (Kingston), Jamaica in the summer and winter of 2026, respectively, one warehouse club in Ciudad Quesada, Costa Rica in the summer of 2026 and one warehouse club in Villa Nueva, Guatemala in the spring of 2027. Once these five new clubs are open, the Company will operate 61 warehouse clubs.
This press release may contain forward-looking statements concerning PriceSmart, Inc.'s ("PriceSmart", the "Company" or "we") anticipated future revenues and earnings, adequacy of future cash flows, future dividends, omni-channel initiatives, proposed warehouse club and distribution center openings, the Company's performance relative to competitors and related matters. These forward-looking statements include, but are not limited to, statements containing the words "expect," "believe," "will," "may," "should," "project," "estimate," "anticipated," "scheduled," "intend," and like expressions, and the negative thereof. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, but not limited to: various political, economic and compliance risks associated with our international operations, including the effects of tariffs and/or international trade wars and disruptions to remittances, adverse changes in economic conditions in our markets, natural disasters, volatility in currency exchange rates and illiquidity of certain local currencies in our markets, competition, consumer and small business spending patterns, political instability, increased costs associated with the integration of online commerce with our traditional business, whether the Company can successfully execute strategic initiatives, our reliance on third party service providers, including those who support transaction and payment processing, data security and other technology services, cybersecurity breaches that could cause disruptions in our systems or jeopardize the security of Member, employee or business information, cost increases from product and service providers, interruption of supply chains, exposure to product liability claims and product recalls, recoverability of moneys owed to PriceSmart from governments, and other important factors discussed in the Risk Factors section of the Company's most recent Annual Report on Form 10-K, and other factors discussed from time to time in other filings with the SEC, which are accessible on the SEC's website at www.sec.gov, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date that they are made, and the Company does not undertake to update them, except as required by law. In addition, these risks are not the only risks that the Company faces. The Company could also be affected by additional factors that apply to all companies operating globally and in the U.S., as well as other risks that are not presently known to the Company or that the Company considers to be immaterial.
For further information, please contact Investor Relations (858) 404-8826 or send an email to ir@pricesmart.com.
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Six Months Ended
February 28,
2026 February 28,
2025 February 28,
2026 February 28,
2025
Revenues:
Net merchandise sales $ 1,466,530 $ 1,334,555 $ 2,820,326 $ 2,558,414
Export sales 359 3,987 486 13,605
Membership income 24,459 20,915 47,879 41,114
Other revenue and income 4,180 4,429 9,566 8,697
Total revenues 1,495,528 1,363,886 2,878,257 2,621,830
Operating expenses:
Cost of goods sold:
Net merchandise sales 1,230,128 1,126,335 2,368,310 2,156,212
Export sales 327 3,800 489 12,813
Selling, general and administrative:
Warehouse club and other operations 139,464 124,232 271,279 242,087
General and administrative 49,742 43,034 99,050 85,599
Pre-opening expenses 45 293 47 315
Loss on disposal of assets 402 922 735 1,274
Total operating expenses 1,420,108 1,298,616 2,739,910 2,498,300
Operating income 75,420 65,270 138,347 123,530
Other income (expense):
Interest income 3,632 2,735 6,581 4,955
Interest expense (3,959) (2,538) (8,379) (5,233)
Other expense, net (8,405) (5,306) (14,166) (12,162)
Total other expense (8,732) (5,109) (15,964) (12,440)
Income before provision for income taxes and loss of unconsolidated affiliates 66,688 60,161 122,383 111,090
Provision for income taxes (17,597) (16,384) (33,126) (29,880)
Loss of unconsolidated affiliates — (17) — (22)
Net income $ 49,091 $ 43,760 $ 89,257 $ 81,188
Net income per share available for distribution:
Basic $ 1.62 $ 1.45 $ 2.91 $ 2.66
Diluted $ 1.62 $ 1.45 $ 2.91 $ 2.66
Shares used in per share computations:
Basic 30,226 30,063 30,199 30,041
Diluted 30,245 30,068 30,212 30,044
PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
February 28,
2026
(Unaudited) August 31,
2025
ASSETS
Current Assets:
Cash and cash equivalents $ 156,249 $ 241,024
Short-term restricted cash 8,559 11,061
Short-term investments 149,712 73,186
Receivables, net of allowance for credit losses of $2 as of February 28, 2026 and August 31, 2025
22,953 17,400
Merchandise inventories 623,142 560,730
Prepaid expenses and other current assets 81,305 71,059
Total current assets 1,041,920 974,460
Long-term restricted cash 30,279 33,206
Property and equipment, net 1,071,674 996,281
Operating lease right-of-use assets, net 125,744 113,479
Goodwill 43,263 43,238
Deferred tax assets 44,468 41,229
Other non-current assets (includes $488 and $701 as of February 28, 2026 and August 31, 2025, respectively, for the fair value of derivative instruments)
79,410 60,375
Investment in unconsolidated affiliates — 6,889
Total Assets $ 2,436,758 $ 2,269,157
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings $ 3,981 $ 12,286
Accounts payable 556,342 506,949
Accrued salaries and benefits 44,875 52,478
Deferred income 49,903 43,061
Income taxes payable 4,816 7,265
Other accrued expenses and other current liabilities (includes $2,456 and $551 as of February 28, 2026 and August 31, 2025, respectively, for the fair value of derivative instruments)
81,509 57,627
Operating lease liabilities, current portion 8,129 7,930
Dividends payable 21,683 —
Long-term debt, current portion 34,004 38,675
Total current liabilities 805,242 726,271
Deferred tax liability 764 1,100
Long-term income taxes payable, net of current portion 4,489 4,424
Long-term operating lease liabilities 134,835 122,244
Long-term debt, net of current portion 129,148 147,922
Other long-term liabilities (includes $5,013 and $6,196 for the fair value of derivative instruments and $14,352 and $13,628 for post-employment plans as of February 28, 2026 and August 31, 2025, respectively) 29,241 19,824
Total Liabilities 1,103,719 1,021,785
Stockholders' Equity:
Common stock $0.0001 par value, 45,000,000 shares authorized; 32,852,656 and 32,688,047 shares issued and 30,895,879 and 30,745,833 shares outstanding (net of treasury shares) as of February 28, 2026 and August 31, 2025, respectively
3 3
Additional paid-in capital 536,554 529,354
Accumulated other comprehensive loss (123,496) (161,439)
Retained earnings 1,045,373 999,426
Less: treasury stock at cost, 1,956,777 shares as of February 28, 2026 and 1,942,214 shares as of August 31, 2025
(125,395) (119,972)
Total Stockholders' Equity 1,333,039 1,247,372
Total Liabilities and Equity $ 2,436,758 $ 2,269,157
Non–GAAP (Generally Accepted Accounting Principles) Financial Measures
The accompanying Consolidated Financial Statements are presented in accordance with U.S. GAAP (Generally Accepted Accounting Principles). In addition to relevant GAAP measures, we also provide non-GAAP measures including Adjusted EBITDA, net merchandise sales - constant currency and comparable net merchandise sales - constant currency because management believes these metrics are useful to investors and analysts by excluding items that we do not believe are indicative of our core operating performance. These measures are customary for our industry and commonly used by competitors. However, these non-GAAP financial measures should not be reviewed in isolation or considered as an alternative to any other performance measure derived in accordance with GAAP and may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
Adjusted EBITDA
Adjusted EBITDA is defined as net income before interest expense, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including interest income and other income (expense), net. The following is a reconciliation of our Net income to Adjusted EBITDA for the periods presented:
Three Months Ended Six Months Ended
(Amounts in thousands) February 28,
2026 February 28,
2025 February 28,
2026 February 28,
2025
Net income as reported
$ 49,091 $ 43,760 $ 89,257 $ 81,188
Adjustments:
Interest expense 3,959 2,538 8,379 5,233
Provision for income taxes 17,597 16,384 33,126 29,880
Depreciation and amortization 24,272 21,767 48,249 42,629
Interest income (3,632) (2,735) (6,581) (4,955)
Other expense, net (1)
8,405 5,306 14,166 12,162
Adjusted EBITDA $ 99,692 $ 87,020 $ 186,596 $ 166,137
(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, 2026 and 2025.
Net Merchandise Sales - Constant Currency and Comparable Net Merchandise Sales – Constant Currency
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 useful 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 monthly average exchange rates. Net merchandise sales - constant currency results exclude the effects of foreign currency translation. Similarly, 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 exchange rates. Comparable net merchandise sales – constant currency results exclude the effects of foreign currency translation. Refer to “Management’s Discussion & Analysis – Net Merchandise Sales” and “Management’s Discussion & Analysis – Comparable Net Merchandise Sales” in our Quarterly Report on Form 10-Q for the period ended February 28, 2026 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 measures are included below.
Net merchandise sales growth rate on a net merchandise sales - constant currency basis is calculated as follows:
February 28, 2026
Three Months Ended Six Months Ended
(Amounts in thousands, except % growth) Net merchandise sales % Growth Net merchandise sales % Growth
Net merchandise sales $ 1,466,530 9.9 % $ 2,820,326 10.2 %
Favorable impact of foreign currency exchange 27,720 2.1 % 41,536 1.6 %
Net merchandise sales on a constant-currency basis $ 1,438,810 7.8 % $ 2,778,790 8.6 %
Comparable net merchandise sales growth rate on a net merchandise sales - constant currency basis is calculated as follows:
March 1, 2026
Thirteen Weeks
Ended Twenty-Six Weeks Ended
% Growth % Growth
Comparable net merchandise sales
7.6 % 7.8 %
Favorable impact of foreign currency exchange 2.1 % 1.6 %
Comparable net merchandise sales on a constant-currency basis
5.5 % 6.2 %
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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