MEXICO CITY--(BUSINESS WIRE)--November 19, 2025--
BBB Foods Inc. ("Tiendas 3B" or the "Company") (NYSE: TBBB), a leading grocery hard discounter in Mexico, announced today its consolidated results for the third quarter of 2025 ("3Q25") ended September 30, 2025. The figures presented in this release are expressed in nominal Mexican Pesos (Ps.) and are prepared in accordance with International Financial Reporting Standards ("IFRS"), unless otherwise stated.
HIGHLIGHTS
THIRD qUARTER 2025
-- Opened 131 net new stores during the quarter, reaching 3,162 stores as
of September 30, 2025.
-- Ps. 20,279 million total revenues for 3Q25.
-- 36.7% revenue growth compared to 3Q24.
-- Same Store Sales grew 17.9%.
-- EBITDA was (Ps. 404) million, compared to Ps. 688 million in 3Q24.
-- Excluding non-cash share-based payment expense, EBITDA reached
Ps. 1,170 million, an increase of 43.6% compared to 3Q24.
MESSAGE FROM THE CHAIRMAN AND CEO
Dear Investors,
Tiendas 3B delivered another strong quarter in Q3 2025, underscoring the continued success of our strategy and disciplined execution.
We opened 131 net new stores during the quarter, bringing our total store count to 3,162 as of September 30, 2025. Over the last twelve months, we opened 528 net new stores and remain on track to meet our full-year 2025 guidance. We also opened two new distribution centers in the quarter, increasing the number of regions to 18.
Total revenue for the quarter reached Ps. 20,279 million, up 36.7% year-over-year. Same Store Sales grew 17.9%, driven by our strengthening value proposition and our customer loyalty to our low-price, high-quality offering. Like-for-like revenue growth was fueled by higher transactions per store and more SKUs per transaction.
EBITDA, excluding non-cash share-based payments, increased 43.6% year-over-year to Ps. 1,170 million, reflecting healthy commercial margins and solid operational control.
Our business model is proven and resilient. We continue to invest in accelerating store openings and strengthening our talent base, as we believe human capital is essential to sustaining long-term growth. We see a clear path to operating at least 14,000 stores in Mexico. Older store cohorts continue to deliver same-store sales growth well above inflation, while newer cohorts are maturing faster than prior generations. Our earliest vintages are already achieving EBITDA margins comparable to listed hard discounters globally.
Thank you for your continued trust and support.
K. Anthony Hatoum, Chairman and Chief Executive Officer
FINANCIAL RESULTS
3Q25 CONSOLIDATED RESULTS
(In Ps. Million, except percentages)
------------------------------------------------------------------------------
As % of As % of Growth Variation
3Q25 Revenue 3Q24 Revenue (%) (Bps)
--------------- ---------- -------- --------- -------- ------- ---------
Ps.
Total Revenue Ps. 20,279 100.0% 14,834 100.0% 36.7% n.m.
--------------- ---------- -------- --------- -------- ------- ---------
Gross Profit Ps. 3,277 16.2% Ps. 2,344 15.8% 39.8% 36 bps
--------------- ---------- -------- --------- -------- ------- ---------
(Ps. (Ps.
Sales Expenses 2,065) 10.2% 1,499) 10.1% 37.8% 8 bps
--------------- ---------- -------- --------- -------- ------- ---------
Administrative (Ps.
Expenses 2,109) 10.4% (Ps. 494) 3.3% 326.5% 707 bps
--------------- ---------- -------- --------- -------- ------- ---------
Other Income --
Net Ps. 17 0.1% Ps. 2 0.0% 885.9% 7 bps
--------------- ---------- -------- --------- -------- ------- ---------
EBITDA (Ps. 404) -2.0% Ps. 688 4.6% n.a. n.a.
--------------- ---------- -------- --------- -------- ------- ---------
Share-based
payment
expense Ps. 1,574 7.8% Ps. 126 0.8% 1144.5% 691 bps
--------------- ---------- -------- --------- -------- ------- ---------
EBITDA ex. SBP Ps. 1,170 5.8% Ps. 814 5.5% 43.6% 28 bps
--------------- ---------- -------- --------- -------- ------- ---------
Please see the explanation at the end of this release on how EBITDA, a
non-IFRS financial measure, is calculated, and for other relevant
definitions.
TOTAL REVENUE
Total revenue for 3Q25 was Ps. 20,279 million, up 36.7% year-over-year. Most of this growth was driven by sales from stores that have been operating for more than one year, and, to a lesser extent, the incremental sales from 528 net new stores opened in the past twelve months.
GROSS PROFIT AND GROSS PROFIT MARGIN
Gross profit for 3Q25 was Ps. 3,277 million, an increase of 39.8% compared to 3Q24. This increase reflected sales growth and a 36-bps expansion in gross margin. While we continued to see higher logistics costs associated with the two new regions opened in 3Q25 and another two that are expected to start operations in 4Q25, our commercial margin more than offset that impact.
EXPENSES
Sales expenses primarily reflect the cost of operating our stores, including wages and energy. In 3Q25, sales expenses reached Ps. 2,065 million, a 37.8% increase compared to 3Q24. This growth was mainly driven by an increase in labor-related expenses due to our larger store base. As a percentage of total revenue, sales expenses increased from 10.1% in 3Q24 to 10.2% in 3Q25, an expansion of 8 bps.
Administrative expenses refer to expenses not directly related to operating our stores, such as headquarters, regional office expenses, and share-based compensation. For 3Q25, administrative expenses totaled Ps. 2,109 million, a 326.5% increase compared to 3Q24. This increase reflects (i) higher non-cash share-based payment expense, including the start of the recognition of the Liquidity Event Plan (LEP) disclosed in February 2024 and granted by the Board of Directors in June 2025, subject to a quarterly vesting schedule (see Appendix 2 of this Earnings Release for additional details); (ii) increased staffing expenses for the new regional operations; and (iii) continued investments in human capital. As a percentage of revenue, administrative expenses increased from 3.3% in 3Q24 to 10.4% in 3Q25. As previously explained, the non-cash share-based compensation is reflected in our fully diluted share count.
Excluding non-cash share-based payment expense, administrative expenses for 3Q25 amounted to Ps. 535 million, an increase of 45.4% compared to 3Q24. As a percentage of revenue, administrative expenses excluding non-cash share-based payment expense stood at 2.6% in 3Q25, an increase of 16 bps from 3Q24.
Please refer to the Appendix of this Earnings Release for an updated table summarizing the share-based payment expense plans and related expenses.
Other income - net, which includes, among other items, revenues (expenses) from non-operative activities such as asset disposals, cost reimbursements, and insurance proceeds, amounted to Ps. 17 million in 3Q25, compared to a net income of Ps. 2 million in 3Q24. As a percentage of revenue, other income-- net increased by 7 bps.
EBITDA AND EBITDA MARGIN
For 3Q25, EBITDA was a loss of Ps. 404 million, compared to a Ps. 688 million gain in 3Q24. As previously described, our EBITDA margin was impacted by the increase in non-cash share-based payment expense.
Excluding non-cash share-based payment expense, EBITDA was Ps. 1,170 million, an increase of 43.6% compared to 3Q24. The EBITDA margin for 3Q25, adjusted to add-back non-cash share-based compensation, increased by 28 bps to 5.8%.
Please see the last section of this release on how we calculate EBITDA and EBITDA Margin, which are non-IFRS financial measures.
ADDITIONAL DISCLOSURES
To allow investors to better assess our performance, the Company is providing the following supplementary information:
-- Non-cash Share-based payment expense reached Ps. 1,574 million in 3Q25,
compared to Ps. 126 million recorded in 3Q24. For additional details,
please refer to the Appendix section of this Earnings Release.
-- Building lease payments: The Company leases its stores and distribution
centers. In accordance with IFRS 16, the Company's lease expenses are
capitalized, and are not considered operating expenses. Tiendas 3B's
capitalized lease payments for buildings were Ps. 463 million in 3Q25,
compared to Ps. 357 million in 3Q24.
FINANCIAL COSTS AND NET LOSS
Financial income totaled Ps. 42 million in 3Q25, down from Ps. 48 million in 3Q24. The decrease was primarily driven by lower interest rates.
Financial costs were Ps. 363 million for 3Q25, a 26.4% increase compared to 3Q24. This increase was primarily driven by higher interest on lease liabilities, reflecting the continued expansion of our stores and distribution center network.
The Company recorded a foreign exchange loss of Ps. 86 million in 3Q25, driven by the depreciation of the U.S. dollar against the Mexican peso, which negatively impacted in Mexican Peso terms the Company's U.S. dollar-denominated cash position still held from the IPO.
Income tax expense reached Ps. 137 million in 3Q25 compared to Ps. 66 million in 3Q24.
As a result, our net loss for the 3Q25 was Ps. 1,424 million, compared to a net profit of Ps. 258 million for the 3Q24.
BALANCE SHEET AND LIQUIDITY
As of September 30, 2025, the Company had local currency cash and cash equivalents of Ps. 1,113 million. In addition, as of September 30, 2025, the Company held US$151 million in U.S. dollar-denominated short-term bank deposits. The Company applied an exchange rate of Ps. 18.38 as of September 30, 2025 when translating Ps. to US$.
CASH FLOW STATEMENT
(In Ps. Million, except percentages)
9M25 9M24 Growth (%)
---------------------------------------- ----------- ----------- ----------
Net cash flows provided by operating
activities Ps. 3,095 Ps. 2,378 30.1%
---------------------------------------- ----------- ----------- ----------
Net cash flows used in investing
activities (Ps. 2,228) (Ps. 4,172) -46.6%
---------------------------------------- ----------- ----------- ----------
Net cash flows (used in) obtained from
financing activities (Ps. 1,172) Ps. 1,748 n.m.
---------------------------------------- ----------- ----------- ----------
Net decrease in cash and cash
equivalents (Ps. 305) (Ps. 46) 564.7%
---------------------------------------- ----------- ----------- ----------
Our business model continues to generate strong operating cash flow from our negative working capital cycle due to our growing sales and high inventory turnover relative to payment terms. This robust cash flow has enabled us to fund internally our growth initiatives, including the expansion of new stores and distribution centers.
The information provided below summarizes cash flow changes for the first nine months of 2025:
Net cash flows provided by operating activities increased to Ps. 3,095 million in the first nine months of 2025 ("9M25") from Ps. 2,378 million for the first nine months of 2024 ("9M24"). Our net working capital continues to be driven by a favorable ratio of Inventory Days to Payable Days.
Net cash flows used in investing activities totaled Ps. 2,228 million for 9M25, compared to Ps. 4,172 million in 9M24. This decrease was primarily driven by the Ps. 2,621 million allocation of IPO proceeds into short-term deposits during 9M24, partially offset by continued investments to expand our store and logistics network.
Net cash flows used in financing activities were Ps. 1,172 million for 9M25, compared to the cash flows obtained in 9M24 of Ps. 1,748 million. The year-over-year difference primarily reflects the net proceeds from the IPO received in 9M24.
KEY OPERATING METRIC
3Q25 3Q24 Variation (%)
------------------------------- ----- ----- -------------
Number of Stores Opened 131 131 0.0%
------------------------------- ----- ----- -------------
Number of Distribution Centers 18 16 12.5%
------------------------------- ----- ----- -------------
Same Store Sales Growth (%) 17.9% 11.6% n.m.
------------------------------- ----- ----- -------------
In 3Q25, we opened 131 stores. In the last twelve months, the Company opened 528 stores, compared to 499 in the twelve months ending 3Q24. Same Store Sales growth was 17.9% for 3Q25, compared to 11.6% for 3Q24.
Non-IFRS Measures and Other Calculations
For the convenience of investors, this release presents certain non-IFRS financial measures, which are not calculated in accordance with IFRS ("non-IFRS financial measures"). A non-IFRS financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so excluded or included in the most comparable IFRS financial measure. Non-IFRS financial measures do not have standardized meanings and may not be directly comparable to similarly titled measures reported by other companies. These non-IFRS financial measures are used by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The non-IFRS financial measures presented herein have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations presented in accordance with IFRS. Additionally, our calculations of non-IFRS financial measures may be different from the calculations used by other companies, including our competitors, and therefore, our non-IFRS financial measures may not be comparable to those of other companies.
We calculate "EBITDA", a non-IFRS measure, as net profit (loss) for the period, plus income tax expense, financial costs, net, and total depreciation and amortization.
We calculate "EBITDA Margin", a non-IFRS measure, for a period by dividing EBITDA for the corresponding period by total revenue for such period.
Same Store Sales: We measure "Same Store Sales" using revenue from sales of merchandise at stores that were operational for at least the full preceding 12 months for the periods under consideration. Stores that were temporarily closed (for one month or more) or permanently closed during the relevant measurement periods are excluded from this metric. Same Store Sales growth is calculated by comparing the Same Store Sales of stores that were opened and remained open throughout the relevant measurement period.
Lease Costs: Consistent with lease accounting required under IFRS 16, total depreciation and amortization includes the depreciation expense of right-of-use-asset corresponding to long-term leases, which is a non-cash expense. Such amounts, together with the interest expense on lease liabilities, is a proxy for but not equal to the Company's actual cash expenditure incurred in connection with its leased properties.
Sales per Store: We define our "Sales per Store" as the average of the revenue from sales of merchandise achieved by our stores that were open for the full year in consideration. When calculating this measure, we exclude stores that were temporarily closed (for one month or more) or permanently closed during the period in consideration. This measure assists our management's understanding of how store performance has evolved across different vintages. Sales per Store also serves as a benchmark to measure the performance of new stores and is useful to set growth and expansion targets.
Inventory Days: We calculate "Inventory Days" to be the average of beginning and end of period inventory balance, divided by cost of sales for the period and multiplied by the number of days during the period. Inventory Days measures the average number of days we keep inventory on hand before selling the product. This operating metric allows us to track our inventory management policies and observe how quickly we are able to rotate inventory, which is key to our cash conversion cycle.
Payable Days: We calculate "Payable Days" to be the sum of the average of beginning and end of period balance of suppliers and of accounts payable and accrued expenses, divided by cost of sales for the period and multiplied by the number of days during the period. Payable Days measures the average number of days that it takes us to pay suppliers after receiving goods or services. This metric allows us to track the terms of payment policies with suppliers and our ability to finance our operations through agreements with our suppliers.
CONFERENCE CALL DETAILS
Tiendas 3B will host a call to discuss the third quarter 2025 results on November 20th, 2025, at 11:00 a.m. Eastern Time (10:00 a.m. Mexico City time). A webinar of the call will be accessible at:
https://zoom.us/webinar/register/WN_NENSImhmRrGX66ZAj11gYQ#/registration
To join via telephone, please dial one of the domestic or international numbers listed below:
Mexico United States
+52 558 659 6002 +1 312 626 6799 (Chicago)
+52 554 161 4288 +1 346 248 7799 (Houston)
+52 554 169 6926 +1 646 558 8656 (New York)
Other international numbers available: https://us02web.zoom.us/u/knEOJCJkC
The webinar ID is 988 2044 0017
An audio replay from the conference call will be available on the Tiendas 3B website https://www.investorstiendas3b.com after the call.
FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. We base these forward-looking statements on our current beliefs, expectations and projections about future events and trends affecting our business and our market. Many important factors could cause our actual results to differ substantially from those anticipated in our forward-looking statements. Forward-looking statements are not guarantees of future performance. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or to revise any forward-looking statements. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this release. The words "believe," "may," "should," "aim," "estimate," "continue," "anticipate," "intend," "will," "expect" and similar words are intended to identify forward-looking statements. Forward looking statements include information concerning our possible or assumed future results of operations, business strategies, capital expenditures, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Please refer to our annual report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities Exchange Commission
(the "SEC"), as well as any subsequent filings made by us with the SEC, each of which is available on the SEC's website (www.sec.gov), for a more extensive discussion of the risks and other factors that may impact any forward-looking statements in this release. Considering these limitations, you should not make any investment decision in reliance on forward-looking statements contained in this release.
ABOUT TIENDAS 3B
BBB Foods Inc. ("Tiendas 3B"), a proudly Mexican company, is a pioneer and leader of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by its sales and store growth rates. The 3B name, which references "Bueno, Bonito y Barato" - a Mexican saying which translates to "Good, Nice and Affordable" - summarizes Tiendas 3B's mission of offering irresistible value to budget savvy consumers through great quality products at bargain prices. By delivering value to the Mexican consumer, we believe we contribute to the economic well-being of Mexican families. In a landmark achievement, Tiendas 3B was listed on the New York Stock Exchange in February 2024 under the ticker symbol "TBBB".
For more information, please visit: https://www.investorstiendas3b.com/
FINANCIAL STATEMENTS
Consolidated Income Statement
(Unaudited)
For the three months ended September 30, 2025, and September 30, 2024
(In thousands of Mexican pesos)
For the Three Months Ended September 30,
--------------------------------------------
2025 2024 % Change
-------------------------------- ----------------- --------------- --------
Revenue From Sales of
Merchandise Ps. 20,250,500 Ps. 14,807,698 36.8%
Sales of Recyclables 28,492 26,108 9.1%
-------------------------------- ----------------- --------------- --------
Total Revenue 20,278,992 14,833,806 36.7%
Cost of Sales (17,002,194) (12,490,108) 36.1%
-------------------------------- ----------------- --------------- --------
Gross Profit Ps. 3,276,798 Ps. 2,343,698 39.8%
Gross Profit Margin 16.2% 15.8%
Sales Expenses (2,065,282) (1,498,500) 37.8%
Administrative Expenses (2,108,760) (494,399) 326.5%
Other Income - Net 17,451 1,770 885.9%
-------------------------------- ----------------- --------------- --------
Operating Profit (Ps. 879,793) Ps. 352,569 (349.5%)
Operating Profit Margin (4.3%) 2.4%
Financial Income 42,128 47,642 (11.6%)
Financial Costs (362,792) (286,930) 26.4%
Exchange Rate Fluctuation (86,149) 210,191 n.m.
Financial Cost - Net (406,813) (29,097) 1298.1%
-------------------------------- ----------------- --------------- --------
Profit (Loss) Before Income Tax (Ps. 1,286,606) Ps. 323,472 n.m.
Income Tax Expense (137,404) (65,872) 108.6%
-------------------------------- ----------------- --------------- --------
Net Profit (Loss) for the Period (Ps. 1,424,010) Ps. 257,600 n.m.
-------------------------------- ----------------- --------------- --------
Net Profit (Loss) Margin (7.0%) 1.7%
Weighted average common shares 115,398,598 112,200,752
-------------------------------- ----------------- --------------- --------
Basic (loss) earnings per common
share n.m. Ps. 2.30
-------------------------------- ----------------- --------------- --------
EBITDA Reconciliation
-------------------------------- ----------------- --------------- --------
Net Profit (Loss) for the Period (Ps.1,424,010) Ps. 257,600 n.m
-------------------------------- ----------------- --------------- --------
Net Profit (Loss) Margin (7.0%) 1.7%
Income Tax Expense (137,404) (65,872) 108.6%
Financial Cost - Net (406,813) (29,097) 1298.1%
D&A 475,633 335,385 41.8%
-------------------------------- ----------------- --------------- --------
EBITDA (Ps.404,160) Ps. 687,954 n.m.
-------------------------------- ----------------- --------------- --------
EBITDA margin (2.0%) 4.6%
Consolidated Income Statement
(Unaudited)
For the nine months ended September 30, 2025, and September 30, 2024
(In thousands of Mexican pesos)
For the Nine Months Ended September 30,
-------------------------------------------
2025 2024 % Change
--------------------------------- ---------------- --------------- --------
Revenue From Sales of Merchandise Ps. 56,099,458 Ps. 41,014,985 36.8%
Sales of Recyclables 81,001 77,416 4.6%
--------------------------------- ---------------- --------------- --------
Total Revenue 56,180,459 41,092,401 36.7%
Cost of Sales (47,117,276) (34,414,213) 36.9%
--------------------------------- ---------------- --------------- --------
Gross Profit Ps. 9,063,183 Ps. 6,678,188 35.7%
Gross Profit Margin 16.1% 16.3%
Sales Expenses (5,806,007) (4,208,458) 38.0%
Administrative Expenses (3,545,303) (1,426,551) 148.5%
Other Income - Net 98,842 7,066 1298.8%
--------------------------------- ---------------- --------------- --------
Operating Profit (Ps. 189,285) Ps. 1,050,245 (118.0%)
Operating Profit Margin (0.3%) 2.6%
Financial Income 132,033 109,501 20.6%
Financial Costs (1,060,981) (924,055) 14.8%
Exchange Rate Fluctuation (311,656) 385,335 n.m.
Financial Cost - Net (1,240,604) (429,219) 189.0%
--------------------------------- ---------------- --------------- --------
Profit (Loss) Before Income Tax (Ps. 1,429,889) Ps. 621,026 n.m.
Income Tax Expense (367,175) (263,033) 39.6%
--------------------------------- ---------------- --------------- --------
Net Profit (Loss) for the Period (Ps. 1,797,064) Ps. 357,993 n.m.
--------------------------------- ---------------- --------------- --------
Net Profit (Loss) Margin (3.2%) 0.9%
Weighted average common shares 114,678,113 107,798,668
--------------------------------- ---------------- --------------- --------
Basic (loss) earnings per common
share n.m. Ps. 3.32
--------------------------------- ---------------- --------------- --------
EBITDA Reconciliation
--------------------------------- ---------------- --------------- --------
Net Profit (Loss) for the Period (Ps.1,797,064) Ps. 357,993 n.m.
--------------------------------- ---------------- --------------- --------
Net Profit (Loss) Margin (3.2%) 0.9%
Income Tax Expense (367,175) (263,033) 39.6%
Financial Cost - Net (1,240,604) (429,219) 189.0%
D&A 1,333,757 952,086 40.1%
--------------------------------- ---------------- --------------- --------
EBITDA Ps. 1,144,472 Ps. 2,002,331 (42.8%)
--------------------------------- ---------------- --------------- --------
EBITDA margin 2.0% 4.9%
Consolidated Balance Sheet
(Unaudited)
As of September 30, 2025, and December 31, 2024
(In thousands of Mexican pesos)
As of September 30, As of December 31,
------------------- ------------------
2025 2024
------------------------------------- ------------------- ------------------
Current assets:
------------------------------------- ------------------- ------------------
Cash and cash equivalents Ps. 1,113,183 Ps. 1,447,166
Short-term bank deposits 2,772,373 3,058,691
Sundry debtors 218,375 95,058
VAT and other taxes receivable 1,025,935 843,926
Advanced payments 109,408 70,925
Inventories 3,409,703 3,038,373
------------------------------------- ------------------- ------------------
Total Current Assets Ps. 8,648,977 Ps. 8,554,139
------------------------------------- ------------------- ------------------
Non-Current Assets:
------------------------------------- ------------------- ------------------
Guarantee deposits 122,182 72,652
VAT receivable 306,238 174,936
Other non-current receivables 156,087 -
Property, furniture, equipment, and
lease-hold improvements -- Net 8,403,065 6,455,625
Right-of-use assets -- Net 8,897,000 7,028,346
Intangible assets -- Net 19,552 6,790
Deferred income tax 551,801 484,325
------------------------------------- ------------------- ------------------
Total Non-Current Assets Ps. 18,455,925 Ps. 14,222,674
------------------------------------- ------------------- ------------------
Total Assets Ps. 27,104,902 Ps. 22,776,813
------------------------------------- ------------------- ------------------
Current liabilities:
------------------------------------- ------------------- ------------------
Suppliers Ps. 10,141,098 Ps. 8,835,875
Accounts payable and accrued
expenses 464,863 341,828
Income tax payable 13,180 74,642
Bonus payable to related parties 64,599 58,702
Short-term debt 1,494,522 926,765
Lease liabilities 973,891 750,127
Employees' statutory profit sharing
payable 199,996 199,477
------------------------------------- ------------------- ------------------
Total Current Liabilities Ps. 13,352,149 Ps. 11,187,416
------------------------------------- ------------------- ------------------
Non-Current Liabilities:
Long-term debt 169,955 106,693
Lease liabilities 9,264,031 7,415,363
Employee benefits 41,506 32,559
------------------------------------- ------------------- ------------------
Total Non-Current Liabilities Ps. 9,475,492 Ps. 7,554,615
------------------------------------- ------------------- ------------------
Total Liabilities Ps. 22,827,641 Ps. 18,742,031
------------------------------------- ------------------- ------------------
Stockholders' equity:
------------------------------------- ------------------- ------------------
Capital stock 8,951,301 8,283,347
Reserve for share-based payments 2,746,433 1,374,844
Cumulative losses (7,420,473) (5,623,409)
------------------------------------- ------------------- ------------------
Total Stockholders' Equity Ps. 4,277,261 Ps. 4,034,782
------------------------------------- ------------------- ------------------
Total Liabilities and Stockholders' Ps. 27,104,902 Ps. 22,776,813
Equity
------------------------------------- ------------------- ------------------
Cash Flow Statement
(Unaudited)
For the three months September 30, 2025, and September 30, 2024
(In thousands of Mexican pesos)
For the Three Months Ended September 30,
------------------------------------------
2025 2024
---------------------------------- ---------------------- ------------------
(Loss) profit before income tax (Ps. 1,286,606) Ps. 323,472
Adjustments for:
Depreciation of property,
furniture, equipment, and
lease-hold improvements 222,172 174,009
Depreciation of right-of-use
assets 252,567 160,766
Amortization of intangible
assets 894 610
Employee benefits 2,983 2,000
Interest payable on Promissory
Notes and Convertible Notes - -
Interest expense on lease
liabilities 329,882 263,415
Interest on debt and bonus
payable and amortization of
issuance costs 10,275 7,108
Other financial income (42,128) (44,223)
Gain on fair value of derivative
financial instrument - (3,419)
Interests and commissions from
credit lines 22,635 16,407
Loss on disposal of Property,
furniture, equipment and
lease-hold improvements 9 -
Gain on termination of lease
agreements - (387)
Exchange rate fluctuation 86,149 (210,191)
Share-based payments expense 1,573,926 126,468
---------------------------------- ---------------------- ------------------
Increase in inventories (299,738) (150,579)
Increase in other current assets
and guarantee deposits (123,306) (154,747)
Increase in suppliers (including
supplier finance arrangements) 489,540 572,652
Increase in other current
liabilities 63,510 113,145
Increase (decrease) on bonus
payable to related parties (3,008) -
Income taxes paid (160,154) (97,536)
---------------------------------- ---------------------- ------------------
Net cash flows provided by
operating activities Ps. 1,139,602 Ps. 1,098,970
---------------------------------- ---------------------- ------------------
Purchase of property, furniture,
equipment, and lease-hold
improvements (924,775) (651,199)
Sale of property and equipment 294 (509)
Additions to intangible assets (4,516) (563)
Short-term bank deposits (2,911) 152,970
Interest earned on short-term
investments 41,819 40,683
---------------------------------- ---------------------- ------------------
Net cash flows used in investing
activities (Ps. 890,089) (Ps. 458,618)
---------------------------------- ---------------------- ------------------
Payments made on supplier
finance arrangements-net of
commissions received (1,457,676) (818,588)
Finance obtained through
supplier finance arrangements 1,644,801 869,064
Proceeds from Santander and HSBC
credit lines, net 183,650 (85,086)
Payment of debt (47,511) (30,328)
Interest payment on debt (32,909) (23,515)
Principal payments on lease
liabilities (208,687) -
Interest payment on leases (329,882) (396,839)
---------------------------------- ---------------------- ------------------
Net cash flows obtained from (used
in) financing activities (Ps. 248,214) (Ps. 485,292)
---------------------------------- ---------------------- ------------------
Net decrease in cash and cash
equivalents 1,299 155,060
Effect of foreign exchange
movements on cash balances (9,407) (131,395)
Cash and cash equivalents at
beginning of period 1,121,291 1,245,237
---------------------------------- ---------------------- ------------------
Cash and cash equivalents at end Ps. 1,113,183 Ps. 1,268,902
of period
---------------------------------- ---------------------- ------------------
Cash Flow Statement
(Unaudited)
For the nine months ended September 30, 2025, and September 30, 2024
(In thousands of Mexican pesos)
For the Nine Months Ended September 30,
-----------------------------------------
2025 2024
----------------------------------- -------------------- -------------------
(Loss) profit before income tax (Ps. 1,429,889) Ps. 621,026
Adjustments for:
Depreciation of property,
furniture, equipment, and
lease-hold improvements 610,628 468,985
Depreciation of right-of-use
assets 720,901 481,244
Amortization of intangible
assets 2,228 1,857
Employee benefits 8,948 5,999
Interest payable on
Promissory Notes and
Convertible Notes - 82,588
Interest expense on lease
liabilities 1,004,400 757,618
Interest on debt and bonus
payable and amortization of
issuance costs 26,310 29,471
Other financial income (132,033) (102,214)
Gain on fair value of
derivative financial
instrument - (7,287)
Interests and commissions
from credit lines 30,271 54,378
Loss on disposal of Property,
furniture, equipment and
lease-hold improvements 13,787 -
Gain on termination of lease
agreements - (387)
Exchange rate fluctuation 311,656 (385,335)
Share-based payments expense 2,039,543 396,054
----------------------------------- -------------------- -------------------
Increase in inventories (371,330) (167,146)
Increase in other current
assets and guarantee
deposits (680,726) (446,657)
Increase in suppliers
(including supplier finance
arrangements) 1,305,223 728,969
Increase in other current
liabilities 123,185 248,169
Increase (decrease) on bonus
payable to related parties 7,782 (79,351)
Income taxes paid (496,113) (309,773)
----------------------------------- -------------------- -------------------
Net cash flows provided by
operating activities Ps. 3,094,771 Ps. 2,378,208
----------------------------------- -------------------- -------------------
Purchase of property,
furniture, equipment, and
lease-hold improvements (2,342,836) (1,642,397)
Sale of property and
equipment 2,234 1,856
Additions to intangible
assets (14,990) (1,880)
Short-term bank deposits - (2,621,393)
Interest earned on short-term
investments 127,874 91,966
----------------------------------- -------------------- -------------------
Net cash flows used in investing
activities (Ps. 2,227,718) (Ps. 4,171,848)
----------------------------------- -------------------- -------------------
Payments made on supplier
finance arrangements-net of
commissions received (3,883,121) (2,266,340)
Finance obtained through
supplier finance
arrangements 4,241,758 2,385,967
Proceeds from Santander and
HSBC credit lines, net 182,695 58,806
Payment of debt (134,810) (107,557)
Interest payment on debt (56,581) (76,691)
Principal payments on lease
liabilities (517,123) (382,210)
Interest payment on leases (1,004,400) (757,618)
Payment of principal of
Promissory Notes - (1,969,602)
Payment of accrued Interests
of Promissory Notes - (2,955,495)
Proceeds from initial public
offering, net of
underwriting fees - 7,841,837
Initial public offering costs - (23,269)
----------------------------------- -------------------- -------------------
Net cash flows obtained from (used
in) financing activities (Ps. 1,171,582) Ps. 1,747,828
----------------------------------- -------------------- -------------------
Net decrease in cash and cash
equivalents (304,529) (45,812)
Effect of foreign exchange
movements on cash balances (29,454) 94,243
Cash and cash equivalents at
beginning of period 1,447,166 1,220,471
----------------------------------- -------------------- -------------------
Cash and cash equivalents at end of Ps. 1,113,183 Ps. 1,268,902
period
----------------------------------- -------------------- -------------------
APPENDIX 1: FULLY DILUTED SHARES ILLUSTRATIVE CALCULATION
To further improve investor's understanding of our capital structure, we are providing below an illustrative calculation of our fully diluted share count as of September 30, 2025, inclusive of Class A common shares and Class C common shares subject to vested and unvested stock options, restricted stock units, and Class C common shares under the Liquidity Event Share Plan and the Bolton Partners Share Allocation. We calculate our fully diluted common shares outstanding by assuming the "net settlement" of all our outstanding options at their weighted average strike price.
The illustrative example below assumes:
-- Price per Class A common share: US$30.00
-- Weighted average exercise price of US$5.80 per Class C common share
subject to options granted under our Legacy 2004 Option Plan
-- Weighted average exercise price of $29.22 per Class A common share
subject to options granted under our 2024 Equity Incentive Plan
-- All outstanding options are vested as of the date hereof, for
illustrative purposes only
Illustrative Fully Diluted Share Count
------------------------------------------------------------------------------
Share Count As of September 30, 2025
---------------------------------------------------- ------------------------
Class A common shares (publicly traded and
registered) 62,048,108
Class B common shares (high-vote shares) 5,200,000
Class C common shares 47,518,697
---------------------------------------------------- ------------------------
Common Shares Outstanding 114,766,805
---------------------------------------------------- ------------------------
Liquidity Event Class C Shares (1) 7,500,000
Bolton Partners Class C Share Allocation 4,224,960
---------------------------------------------------- ------------------------
Class C Common Shares Subject to Vesting or Delayed
Delivery 11,724,960
---------------------------------------------------- ------------------------
Total Common Shares 126,491,765
---------------------------------------------------- ------------------------
Net Shares subject to Equity-Based Compensation
Plans(2) 31,657,086
---------------------------------------------------- ------------------------
Fully Diluted Share Count 158,148,851
---------------------------------------------------- ------------------------
(1) As of September 30, 2025, 1,250,000 of the Liquidity Event Class C
Shares had been vested.
(2) See the illustrative calculation below for how this figure is
calculated. Assumes the net exercise at their weighted average strike
price of all options granted under our legacy 2004 Option Plan, all
options granted under our 2024 Equity Incentive Plan and all
restricted stock units granted under our 2024 Equity Incentive Plan.
Common Shares
issuable upon Weighted-average Net Shares(1)
exercise strike price (2)
-------------- -------------- --- --------------------- --- -------------
Legacy 2004
Option Plan 38,232,812 X (US$30.00 - US$5.80) = 30,841,843
---------------------
US$30.00
2024 Equity
Incentive (US$30.00 -
Plan Options 1,470,000 X US$29.22) = 38,243
---------------------
US$30.00
2024 Equity
Incentive
Plan RSUs 777,000 = 777,000
Net Shares
subject to
Equity-Based
Compensation
Plans 31,657,086
(1) Net share numbers have been rounded down to the nearest whole
share.
(2) For illustrative purposes we are assuming all options are exercised
into Class A common shares but note that options under our Legacy
2004 Option Plan are exercisable for Class C common shares. All our
Class C common shares are subject to a liquidity lock-up that
expires on August 8, 2026 (subject to exceptions).
The example above is provided for illustrative purposes only. The number of common shares outstanding would change if the strike price of the specific option being exercised were higher or lower than the weighted average strike price assumed for this exercise and/or if the market price for our Class A common shares was higher or lower at the time of exercise than the assumed price.
APPENDIX 2: SHARE-BASED PAYMENT EXPENSE
The tables and explanatory text below provide a breakdown of the expenses associated with stock options and restricted shares granted under the 2004 Option Plan, the 2024 Equity Incentive Plan, and the Liquidity Event Share Plan.
All our share-based compensation plans were previously fully disclosed in our offering documents and public filings, including in our annual report on Form 20-F for the year ended December 31, 2024 and for the year ended December 31, 2023 filed with the U.S. Securities Exchange Commission (the "SEC"), each of which is available on the SEC's website (www.sec.gov) and on our investor relations website.
The previously disclosed Liquidity Event Share Plan in the aggregate amount of 7.5 million Class C common shares was subject to formal assignment and delivery. On June 24, 2025, Tiendas 3B formally granted the 7.5 million Class C common shares. Our board of directors also determined it was in the best interest of the Company primarily in relation to talent retention to subject the award to quarterly vesting over a three-year period. The corresponding expense will be recognized during such three-year period beginning in the third quarter of 2025 using a graded vesting model (accelerated expense recognition) with a corresponding increase to equity.
Under IFRS, the cost of this award is recognized as a non-cash expense in the profit and loss statement, even though the award is equity-settled. The fair value of the grant is determined at the grant date, and for awards with vesting conditions, the expense is recognized over the applicable vesting period. To improve investors' understanding of how we recognize the non-cash expenses associated with each of our share-based payment arrangements, we are including below our current expectations for non-cash share-based payment expenses per program from 2025 until 2028. We note however, that these figures may vary slightly from initial estimates due to the actual vesting of the awards.
It is important to note that the formal grant of these awards and vesting schedule does not result in any additional dilution beyond what was previously disclosed and is already reflected in our fully diluted share count, discussed in Appendix I. Additionally, the estimated share-based payment expense reflected in the table below only considers awards granted as of today. The Company may grant additional awards under the 2024 Equity Incentive Plan as administered by the Company's compensation committee (or such other committee of our board of directors to which it has properly delegated power, or if no such committee or subcommittee exists, our board of directors).
Projected Share-Based Payment Non-Cash Expense(1)
(In Ps. Million)
Projected
----------------------------------
Breakdown FY2025E FY2026E FY2027E FY2028E
------------------------------------- ------- ------- ------- -------
2004 Option Plan 406 237 120 46
2024 Equity Incentive Plan - Options 205 116 62 26
2024 Equity Incentive Plan - RSUs 370 44 17 -
------------------------------------- ------- ------- ------- -------
Total 981 396 199 73
Liquidity Event Shares 1,953 1,378 470 28
------------------------------------- ------- ------- ------- -------
Total 2,934 1,774 669 101
(1) Expense is recognized on a non-linear basis using a graded vesting
method, being higher at the start of the period and decreasing over
time.
View source version on businesswire.com: https://www.businesswire.com/news/home/20251118262343/en/
CONTACT: INVESTOR RELATIONS CONTACT
ir@tiendas3b.com
(END) Dow Jones Newswires
November 19, 2025 16:26 ET (21:26 GMT)
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