What the changes say
- PriceSmart faces international expansion risks, supply chain dependencies, foreign currency exposure, and competitive pressures from online retailers.
What changed since the prior 10-K
New
- New
We are vulnerable to changes in political and economic conditions, including the effects of tariffs and/or international trade wars and disruptions to remittances
U.S. tariffs and international trade restrictions could force price increases or supply shortages at our warehouse clubs.
- New
Any significant interruption in the operations of our distribution centers or supply chain network could disrupt our ability to provide adequate supplies of merchandise to our warehouse clubs
Disruptions at our Miami or regional distribution centers could impair our supply chain and cause lost sales.
- New
Any failure by us to maintain the security of the information we hold relating to our Company, Members, employees, and vendors, could damage our reputation with them, disrupt our operations, cause us to incur substantial additional costs, expose us to litigation, and materially affect our operating results
Security breaches involving member, employee, or pharmacy data handled by us or cloud providers could cause operational harm.
Reworded
- 72% rewritten
We rely extensively on computer systems to process transactions, summarize results and manage our business. Failure to adequately maintain our systems, or disruptions to them, could harm our business and adversely affect our results of operations
Clarified disaster recovery terminology regarding computer and backup system failures.
Was: We rely extensively on computer systems to process transactions, summarize results and manage our business. Failure to adequately maintain our systems or disruptions of our systems could harm our business and adversely affect our results of operations
- 56% rewritten
Our financial performance is dependent on international operations, which exposes us to various risks
Refreshed introductory language on international operations.
- 50% rewritten
Failure to attract and retain qualified employees could materially adversely affect our financial performance
Added risks regarding executive departures, leadership transitions, and negative investor reactions to management turnover.
- 47% rewritten
Our sales could be adversely affected if one or more major international online retailers were to enter our markets or if other competitors were to offer a superior online experience
Updated online retail competitive landscape to clarify our Rappi partnership in Colombia versus other platforms.
- 44% rewrittenFinancial and Accounting Risks
We are subject to volatility in foreign currency exchange rates and limits on our ability to convert foreign currencies into U.S. dollars
Updated figures to 56 warehouse clubs in 12 foreign countries and one U.S. territory, with 80.1% of net merchandise sales in foreign currencies as of August 31, 2025.
- 38% rewritten
We face difficulties in the shipment of, and risks inherent in the importation of, merchandise to our warehouse clubs
Refined language regarding long-distance merchandise importation and related transit risks.
- 33% rewritten
Future sales growth depends, in part, on our ability to successfully open new warehouse clubs in our existing and new markets
Retained existing factors on physical club limitations and site acquisition challenges for new warehouse clubs.
- 31% rewritten
Any failure by us to manage our widely dispersed operations could adversely affect our business
Updated figures to reflect 56 warehouse clubs, including nine in Costa Rica and seven in Guatemala as of August 31, 2025.
- 25% rewritten
We are exposed to significant weather events and other natural disaster risks that might not be adequately compensated by insurance, and we are susceptible to the long-term impacts of climate change
- 22% rewrittenLegal and Compliance Risks
A few of our stockholders own approximately 14.8% of our voting stock as of August 31, 2025, which may make it difficult to complete some corporate transactions without their support and may impede a change in control
Was: A few of our stockholders own approximately 15.3% of our voting stock as of August 31, 2024, which may make it difficult to complete some corporate transactions without their support and may impede a change in control
All 30 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our financial performance is dependent on international operations, which exposes us to various risks56% rewritten
- 02Negative economic conditions created or exacerbated by inflation and higher interest rates could adversely impact our business in various respects
- 03We are vulnerable to changes in political and economic conditions, including the effects of tariffs and/or international trade wars and disruptions to remittancesNew
- 04Our profitability is vulnerable to cost increases
- 05We face significant competition
- 06Our sales could be adversely affected if one or more major international online retailers were to enter our markets or if other competitors were to offer a superior online experience47% rewritten
- 07We are exposed to significant weather events and other natural disaster risks that might not be adequately compensated by insurance, and we are susceptible to the long-term impacts of climate change25% rewritten
- 08We face difficulties in the shipment of, and risks inherent in the importation of, merchandise to our warehouse clubs38% rewritten
- 09Any significant interruption in the operations of our distribution centers or supply chain network could disrupt our ability to provide adequate supplies of merchandise to our warehouse clubsNew
- 10We are subject to payment-related risks, including risks to the security of payment card information
- 11We face the possibility of operational interruptions related to union work stoppages
- 12Any failure by us to manage our widely dispersed operations could adversely affect our business31% rewritten
- 13We depend on maintaining and expanding our membership base, and any harm to our relationship with our Members could have a material adverse effect on our business, net sales and results of operations
- 14We might not identify in a timely manner or effectively respond to changes in consumer preferences for merchandise, which could adversely affect our relationship with Members, demand for our products and market share
- 15Future sales growth depends, in part, on our ability to successfully open new warehouse clubs in our existing and new markets33% rewritten
- 16Failure to grow our e-commerce business through the integration of physical and digital retail channels and the investments we are making to develop a robust e-commerce platform could materially adversely affect our market position, net sales and/or financial performance
- 17We are subject to risks associated with our dependence on third-party suppliers and service providers, and we have no assurances of continued supply, pricing or access to new merchandise
- 18Our failure to maintain our brand and reputation could adversely affect our results of operations
- 19We face the risk of exposure to product liability claims, a product recall and adverse publicity
- 20We rely extensively on computer systems to process transactions, summarize results and manage our business. Failure to adequately maintain our systems, or disruptions to them, could harm our business and adversely affect our results of operations72% rewritten
- 21Any failure by us to maintain the security of the information we hold relating to our Company, Members, employees, and vendors, could damage our reputation with them, disrupt our operations, cause us to incur substantial additional costs, expose us to litigation, and materially affect our operating resultsNew
- 22Our use of artificial intelligence in our business or more rapid adoption of artificial intelligence by our competitors could result in harm to our brand and adversely affect our results of operations
- 23Any failure by us to protect our trademarks, trade secrets and other intellectual property, or our actual or alleged infringement of other companies’ intellectual property, could harm our business
- 24Business acquisitions or divestitures and new business initiatives could adversely impact the Company’s performance
- 25Failure to attract and retain qualified employees could materially adversely affect our financial performance50% rewritten
Legal and Compliance Risks
- 26We face compliance risks related to our international operations
- 27We could be subject to additional tax liabilities or subject to reserves on the recoverability of tax receivables
- 28A few of our stockholders own approximately 14.8% of our voting stock as of August 31, 2025, which may make it difficult to complete some corporate transactions without their support and may impede a change in control22% rewritten
Financial and Accounting Risks
- 29We are subject to volatility in foreign currency exchange rates and limits on our ability to convert foreign currencies into U.S. dollars44% rewritten
- 30Changes in accounting standards and assumptions, projections, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations
Other Pricesmart 10-Ks
- FY2024 10-K risk factors27 risks
International operations account for nearly all revenues across 54 warehouse clubs in 12 countries and one territory. Heavy reliance on foreign currencies exposes the business to exchange rate volatility and conversion limits. Supply chain risks involve long-distance transport of imported merchandise and unionized labor dependencies.
Filed Oct 30, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.