TBBB 6-K
Bbb Foods Inc (TBBB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
UNDER the Securities Exchange Act of 1934
For the month of May 2026
Commission File Number: 001-41954
BBB Foods Inc.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Av. Presidente Masaryk 8
Polanco V Sección, Miguel Hidalgo
Mexico City, Mexico 11560
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ý Form 40-Fo
This report includes certain financial information as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025 and other recent developments for BBB Foods Inc. (the "Company").
The information in this report on Form 6-K supplements information contained in the Company's annual report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on April 2, 2026.
TABLE OF CONTENTS
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Exhibit |
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Exhibit Title |
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99.1 |
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Unaudited Interim Condensed Consolidated Financial Statements as of March 31, 2026 and December 31, 2025 and for the Three-Month Periods Ended March 31, 2026 and 2025 |
99.2 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations as of March 31, 2026 and for the Three-Month Periods Ended March 31, 2026 and 2025 |
99.3 |
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Recent Developments |
SIGNATURE
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 27, 2026
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BBB Foods Inc. |
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By: |
/s/ Eduardo Pizzuto |
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Name: |
Eduardo Pizzuto |
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Title: |
Chief Financial Officer |
BBB Foods Inc. and Subsidiaries
Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
BBB Foods Inc. and Subsidiaries
Index
Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Content |
Page |
Unaudited Interim Condensed Consolidated Financial Statements: |
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Unaudited Interim Condensed Consolidated Statements of Financial Position |
3 |
Unaudited Interim Condensed Consolidated Statements of Profit or Loss |
4 |
Unaudited Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity |
5 |
Unaudited Interim Condensed Consolidated Statements of Cash Flows |
6 |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
7-30 |
BBB Foods Inc. and Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Financial
Position
As of March 31, 2026 and December 31, 2025
Thousands of Mexican Pesos (Ps.)
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As of March 31, |
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As of December 31, |
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2026 |
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2025 |
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Assets |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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Ps. |
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1,343,519 |
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Ps. |
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1,427,248 |
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Short-term bank deposits |
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2,728,532 |
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2,711,422 |
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Sundry debtors |
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210,880 |
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125,033 |
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VAT and other taxes receivable |
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1,167,280 |
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1,172,101 |
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Advanced payments |
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129,211 |
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72,927 |
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Inventories |
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4,120,346 |
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4,217,417 |
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Total current assets |
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Ps. |
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9,699,768 |
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Ps. |
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9,726,148 |
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NON-CURRENT ASSETS: |
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Guarantee deposits |
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159,231 |
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109,096 |
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VAT receivable |
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312,477 |
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333,607 |
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Property, furniture, equipment, and leasehold improvements – Net (Note 6) |
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9,949,559 |
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9,348,874 |
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Right-of-use assets – Net (Note 7) |
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11,364,858 |
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10,305,131 |
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Intangible assets – Net |
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33,532 |
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27,819 |
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Deferred income tax |
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745,758 |
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675,504 |
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Total non-current assets |
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Ps. |
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22,565,415 |
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Ps. |
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20,800,031 |
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Total assets |
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Ps. |
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32,265,183 |
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Ps. |
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30,526,179 |
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Liabilities and Stockholders’ Equity |
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CURRENT LIABILITIES: |
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Suppliers |
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12,078,709 |
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11,428,037 |
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Accounts payable and accrued expenses |
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709,600 |
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536,792 |
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Income tax payable |
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54,523 |
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41,624 |
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Bonus payable to related parties (Note 9) |
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131,778 |
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102,988 |
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Short-term debt (Note 10) |
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1,496,672 |
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2,107,044 |
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Lease liabilities (Note 11) |
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1,252,739 |
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1,118,382 |
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Employees’ statutory profit sharing payable |
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341,046 |
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267,423 |
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Total current liabilities |
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Ps. |
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16,065,067 |
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Ps. |
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15,602,290 |
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NON-CURRENT LIABILITIES: |
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Long-term debt (Note 10) |
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207,706 |
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141,907 |
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Lease liabilities (Note 12) |
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11,637,319 |
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10,612,062 |
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Employee benefits |
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66,412 |
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44,487 |
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Total non-current liabilities |
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Ps. |
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11,911,437 |
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Ps. |
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10,798,456 |
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Total liabilities |
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Ps. |
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27,976,504 |
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Ps. |
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26,400,746 |
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STOCKHOLDERS' EQUITY: |
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Capital stock (Note 16) |
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9,927,136 |
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9,325,356 |
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Reserve for share-based payments |
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3,382,782 |
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3,263,057 |
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Cumulative losses |
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(9,021,239 |
) |
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(8,462,980 |
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Total stockholders’ equity |
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Ps. |
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4,288,679 |
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Ps. |
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4,125,433 |
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Total liabilities and stockholders’ equity |
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Ps. |
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32,265,183 |
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Ps. |
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30,526,179 |
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The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Page 3
BBB Foods Inc. and Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Profit or Loss
For the three-month periods ended March 31, 2026 and 2025
Thousands of Mexican Pesos (Ps.), except for number of
shares and earnings (loss) per share
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For the three-month periods ended March 31, |
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2026 |
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2025 |
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Revenue from sales of merchandise |
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Ps. |
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22,828,010 |
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Ps. |
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17,105,497 |
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Sales of recyclables |
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32,336 |
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26,291 |
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Total revenue |
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22,860,346 |
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17,131,788 |
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Cost of sales (Note 14) |
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(19,156,344 |
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(14,388,253 |
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Gross profit |
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3,704,002 |
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2,743,535 |
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Sales expenses (Note 14) |
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(2,364,285 |
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(1,763,113 |
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Administrative expenses (Note 14) |
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(1,379,176 |
) |
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(705,586 |
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Other income - Net |
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21,029 |
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22,579 |
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Operating (loss) profit |
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(18,430 |
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297,415 |
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Financial income (Note 15) |
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36,084 |
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37,779 |
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Financial costs (Note 15) |
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(457,303 |
) |
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(318,467 |
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Exchange rate fluctuation - Net (Note 15) |
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16,356 |
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8,815 |
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Financial costs – Net |
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(404,863 |
) |
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(271,873 |
) |
(Loss) profit before income tax |
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(423,293 |
) |
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25,542 |
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Income tax expense (Note 18) |
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(134,966 |
) |
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(112,521 |
) |
Net (loss) for the period |
|
Ps. |
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(558,259 |
) |
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Ps. |
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(86,979 |
) |
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Basic losses per common share |
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Ps. |
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(4.76 |
) |
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Ps. |
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(0.76 |
) |
Diluted losses per common share |
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Ps. |
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(4.76 |
) |
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Ps. |
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(0.76 |
) |
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Weighted average common shares outstanding (Note 17) |
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Basic |
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117,239,083 |
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113,844,994 |
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Diluted |
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117,239,083 |
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113,844,994 |
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The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Page 4
BBB Foods Inc. and Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Changes in
Stockholders’ Equity
For the three-month periods ended March 31, 2026 and 2025
Thousands of Mexican Pesos (Ps.)
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Capital |
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Cumulative |
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Reserve for |
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Total |
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Balances as of January 1, 2025 |
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Ps. |
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8,283,347 |
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Ps. |
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(5,623,409 |
) |
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Ps. |
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1,374,844 |
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Ps. |
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4,034,782 |
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Net loss for the period |
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— |
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(86,979 |
) |
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— |
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(86,979 |
) |
Share - based payments |
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— |
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— |
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|
213,290 |
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213,290 |
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Exercised Options and Vested RSU’s (Note 16) |
|
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|
29,681 |
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— |
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(29,681 |
) |
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— |
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Balances as of March 31, 2025 |
|
Ps. |
|
8,313,028 |
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Ps. |
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(5,710,388 |
) |
|
Ps. |
|
1,558,453 |
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|
Ps. |
|
4,161,093 |
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Balances as of January 1, 2026 |
|
Ps. |
|
9,325,356 |
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Ps. |
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(8,462,980 |
) |
|
Ps. |
|
3,263,057 |
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Ps. |
|
4,125,433 |
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Net loss for the period |
|
|
|
— |
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|
|
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(558,259 |
) |
|
|
|
— |
|
|
|
|
(558,259 |
) |
Share - based payments (Note 18) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
721,505 |
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|
|
|
721,505 |
|
Exercised Options and Vested RSU’s (Note 16) |
|
|
|
601,780 |
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|
— |
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|
|
|
(601,780 |
) |
|
|
|
— |
|
Balances as of March 31, 2026 |
|
Ps. |
|
9,927,136 |
|
|
Ps. |
|
(9,021,239 |
) |
|
Ps. |
|
3,382,782 |
|
|
Ps. |
|
4,288,679 |
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Page 5
BBB Foods Inc. and Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the three-month periods ended March 31, 2026 and 2025
Thousands of Mexican Pesos (Ps.)
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For the three-month periods ended March 31, |
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2026 |
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2025 |
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Operating activities |
|
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|
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(Loss) profit before income tax |
|
Ps. |
|
(423,293 |
) |
|
Ps. |
|
25,542 |
|
Adjustments for: |
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Depreciation of property, furniture, equipment and leasehold improvements (Note 6) |
|
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|
259,948 |
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|
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|
186,221 |
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Depreciation of right-of-use assets (Note 7) |
|
|
|
311,297 |
|
|
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|
220,927 |
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Amortization of intangible assets |
|
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|
1,384 |
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|
547 |
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Employee benefits |
|
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|
3,923 |
|
|
|
|
2,983 |
|
Interest expense on lease liabilities (Note 12) |
|
|
|
427,632 |
|
|
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|
305,439 |
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Interest on debt and bonus payable to related parties |
|
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|
9,325 |
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|
7,823 |
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Other financial income |
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(36,084 |
) |
|
|
|
(37,779 |
) |
Interests and commissions from credit lines |
|
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|
19,371 |
|
|
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|
5,204 |
|
Exchange rate fluctuation |
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|
(16,356 |
) |
|
|
|
(8,815 |
) |
Share-based payments expense (Note 18) |
|
|
|
721,505 |
|
|
|
|
213,290 |
|
|
|
|
|
1,278,652 |
|
|
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|
921,382 |
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Decrease in inventories |
|
|
|
97,072 |
|
|
|
|
91,466 |
|
Increase in other current assets and guarantee deposits |
|
|
|
(166,311 |
) |
|
|
|
(212,450 |
) |
Increase in suppliers |
|
|
|
650,672 |
|
|
|
|
447,015 |
|
Increase in other current liabilities |
|
|
|
246,110 |
|
|
|
|
89,451 |
|
Increase in employees’ benefits |
|
|
|
18,000 |
|
|
|
|
— |
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Increase on bonus payable to related parties (Note 9) |
|
|
|
28,789 |
|
|
|
|
14,543 |
|
Income taxes paid |
|
|
|
(192,320 |
) |
|
|
|
(156,559 |
) |
Net cash flows provided by operating activities |
|
|
|
1,960,664 |
|
|
|
|
1,194,848 |
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Investing activities |
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Purchase of property, furniture, equipment and leasehold improvements |
|
|
|
(706,574 |
) |
|
|
|
(541,253 |
) |
Sale of property and equipment (Notes 6) |
|
|
|
78 |
|
|
|
|
170 |
|
Additions to intangible assets |
|
|
|
(7,097 |
) |
|
|
|
(7,252 |
) |
Short-term bank deposits (Notes 6) |
|
|
|
— |
|
|
|
|
1,962 |
|
Interest received in short-term investments and other |
|
|
|
30,389 |
|
|
|
|
35,944 |
|
Net cash flows used in investing activities |
|
|
|
(683,204 |
) |
|
|
|
(510,429 |
) |
|
|
|
|
|
|
|
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Financing activities |
|
|
|
|
|
|
|
|
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Payments made on reverse factoring transactions-Net of commissions received (Notes 5 and 10) |
|
|
|
(1,840,526 |
) |
|
|
|
(1,123,999 |
) |
Finance obtained through supplier finance arrangements (Notes 5 and 10) |
|
|
|
1,994,475 |
|
|
|
|
1,184,630 |
|
Payment Santander and HSBC from credit lines, net |
|
|
|
(798,070 |
) |
|
|
|
(120,955 |
) |
Payment of debt (Notes 5 and 10) |
|
|
|
(50,593 |
) |
|
|
|
(42,601 |
) |
Interest payment on debt |
|
|
|
(28,696 |
) |
|
|
|
(13,028 |
) |
Principal payments on lease liabilities (Note 12) |
|
|
|
(211,410 |
) |
|
|
|
(144,122 |
) |
Interest payments on leases (Note 12) |
|
|
|
(427,632 |
) |
|
|
|
(305,439 |
) |
Net cash flows used in financing activities |
|
|
|
(1,362,452 |
) |
|
|
|
(565,514 |
) |
|
|
|
|
|
|
|
|
|
||
Net (decrease) increase in cash and cash equivalents |
|
|
|
(84,992 |
) |
|
|
|
118,905 |
|
Effect of foreign exchange movements on cash balances |
|
|
|
1,263 |
|
|
|
|
1,234 |
|
Cash and cash equivalents at beginning of period |
|
|
|
1,427,248 |
|
|
|
|
1,447,166 |
|
Cash and cash equivalents at end of period |
|
Ps. |
|
1,343,519 |
|
|
Ps. |
|
1,567,305 |
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Page 6
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Amounts expressed in Thousands of Mexican Pesos (Ps.)
BBB Foods Inc. was incorporated in the British Virgin Islands on July 9, 2004 with company number 605635, and its registered office is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands. As an entity incorporated under the laws of the British Virgin Islands, BBB Foods Inc. is not subject to any form of taxation. BBB Foods Inc. has two wholly owned subsidiaries domiciled in the UK: BBB Foods Limited Partnership and Lothian Shelf Limited (collectively hereinafter referred as the "Scottish entities"). The Scottish entities have a wholly owned subsidiary, Tiendas Tres B, S. A. de C. V. (Tiendas Tres B), that operates in the hard discount grocery retail industry through a chain of 3,469 stores at March 31, 2026, where it offers high-quality branded and private label products.
The following are the main subsidiaries as of March 31, 2026 and December 31, 2025 over which control is exercised, directly and indirectly:
|
% of ownership |
|||
Company |
March 31, 2026 |
December 31, 2025 |
Country |
Main activity |
BBB Foods Limited Partnership |
100% |
100% |
Scotland |
Intermediate parent |
Lothian Shelf Limited |
100% |
100% |
Scotland |
Holding company |
Tiendas Tres B, S. A. de C. V. |
100% |
100% |
Mexico |
Operating company |
BBB Foods Inc., collectively with its main subsidiaries, the Scottish entities and Tiendas Tres B, are hereinafter referred to as the “Company”, “BBB Foods” or the “Group”.
Secondary offering
On February 5, 2025, BBB Foods Inc. completed a secondary offering of 21,000,000 Class A common shares by certain selling stockholders and on February 21, 2025, the underwriters exercised their option and purchased 2,338,431 additional Class A common shares. Also, on January 29, 2025, some former directors of the Company's Board exercised their options, and 343,348 new Class C common shares were issued. See Note 16.
Up to January 2024, BBB Foods Inc. was jointly controlled by several vehicles collectively referred to as “QS BBB”, and Bolton Partners Ltd. As a result of (i) BBB Foods Inc.'s initial public offering ("IPO") in February 2024, (ii) the February 2025 secondary offering described above and (iii) the termination of the shareholders’ agreement, QS BBB ceased to exercise joined control. As of March 31, 2026, share ownership was divided among different shareholders, however, Bolton Partners Ltd. is the main shareholder, owning 11.3% of the shares and 45.2% of the voting rights over all matters requiring shareholder approval. The Chairman of the Board of BBB Foods Inc. and CEO of Tiendas Tres B is the shareholder of Bolton Partners Ltd.
Significant changes in the current period
Although the Mexican retail environment has been affected by lower consumer confidence, weak consumer spending and increasingly price-sensitive consumers, the Group remains well placed to grow revenues through ongoing store openings and higher sales from stores that have been operating for more than one year. The Group has maintained cash generation from operations, driven by strong sales
Page 7
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
growth, maintained negative working capital and committed financing facilities to service its operating activities as of March 31, 2026.
In the three-month period ended March 31, 2026, the Group’s results were particularly affected by the following events:
2.1 Basis of preparation
These unaudited interim condensed consolidated financial statements as of March 31, 2026, December 31, 2025, and for the three-month periods ended March 31, 2026 and 2025 have been prepared in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”, as issued by the International Accounting Standards Board, do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2025. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of changes in the Company’s financial position and performance since the last annual consolidated financial statements. The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those utilized in the annual consolidated financial statements, except for the estimation of the interim income tax expense, and the adoption of new and amended standards as set out in Note 3.
The figures included in the unaudited interim condensed consolidated financial statements of the Company are measured in the currency of the primary economic environment where the entity operates (functional currency). As of March 31, 2026 and December 31, 2025 and for the three-months ended March 31, 2026 and 2025, the currency in which the unaudited interim condensed consolidated financial statements of the Company are presented is the Mexican peso.
In the accompanying notes to the financial statements, references to “Ps” are to thousands of Mexican pesos. References to “US$” are to United States dollars, unless otherwise indicated.
2.2 Financial statements authorization
These interim condensed consolidated financial statements and their accompanying notes were authorized for issuance on May 27, 2026, by Eduardo Pizzuto (Chief Financial Officer) and K. Anthony Hatoum (CEO).
Page 8
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2025, except for the adoption of new standards effective as of January 1, 2026 and the estimation of income tax (see Note 13). The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2026, but do not have an impact on the interim condensed consolidated financial statements of the Company.
Effective January 1, 2026, the Company adopted amendments to IFRS 9 and IFRS 7, which clarify the date of recognition and derecognition of trade receivables and trade payables, with a new exception for some financial liabilities settled through an electronic cash transfer system. These amendments are applied retrospectively; however, comparative information is not required to be restated if it is not possible to do so without the use of hindsight. When comparatives are not restated, the effect of initial application is recognized in the opening balances as of the date of initial application, with any resulting difference recognized in retained earnings or another component of equity, as appropriate.
Under the amendments, trade payables are derecognized on the settlement date, that is, when the liability is extinguished. As an accounting policy election, financial liabilities settled through electronic payment systems may be derecognized before the settlement date, provided that the Company no longer has the ability to cancel the payment instruction, no longer has access to the cash, and the settlement risk is insignificant. This option does not apply to financial assets or to payments made through checks or similar instruments.
The amendments did not have an impact on the interim condensed consolidated financial statements of the Company. As there is no impact, no adjustment was recorded to the opening balance of retained earnings as of January 1, 2026.
The amendments to IFRS 9 and IFRS 7 ‘Contracts Referencing Nature-dependent Electricity’ effective for periods beginning January 1, 2026 did not have an impact on the interim condensed consolidated financial statements of the Company.
3.2 New and revised IFRS issued but not yet effective
IFRS 18 |
Presentation and Disclosure in Financial Statements (1) |
IFRS 19 |
Subsidiaries without Public Accountability: Disclosures (1) |
Amendments to IAS 21 |
Translation to Hyperinflationary Presentation Currency (1) |
(1) Effective for annual periods beginning January 1, 2027.
The Company is analyzing the potential impacts of these amendments and based on current progress, it does not expect that any of them will have a material impact on the consolidated financial statements, except for IFRS 18 with mandatory effective date of January 1, 2027.
Page 9
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Retrospective application is required, so comparative information for the year ending December 31, 2026 will be restated in accordance with IFRS 18.
For further information on how the Company manages its financial risks see Note 5 - Risk management in the Consolidated Financial Statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023.
4.1 Liquidity risk
The amount due to the financial institutions regarding the supplier finance arrangements amounted to Ps.1,269,148 (out of which Ps.706,700 corresponded to Santander Mexico S.A. ("Santander") and Ps.562,448 to HSBC Mexico, S.A. ("HSBC"), and Ps.1,119,196 (out of which Ps.526,077 corresponded to Santander and Ps.593,119 to HSBC), as of March 31, 2026 and December 31, 2025, respectively.
4.2 Capital risk
The Company’s objectives on managing capital risk are safeguarding the Company’s ability to continue as an ongoing business, maximizing benefits for the stockholders and maintaining an optimal capital structure to reduce the cost of capital.
With the objective of maintaining or adjusting the capital structure, the Company can reduce capital in favor of its stockholders and / or to cover accumulated losses. Consistent with other participants in the industry, the Company monitors capital based on the operating leverage ratio.
4.3 Exchange rate risks
The Company’s exposure to the volatility of the exchange rate of its functional currency against the US dollar (US$) for the Company's financial instruments is shown below (figures in this table are expressed in US$):
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||
Financial assets |
US$ |
|
167,093,089 |
|
|
US$ |
|
166,244,336 |
|
Financial liabilities |
|
|
(727,379 |
) |
|
|
|
(350,426 |
) |
Foreign exchange monetary position |
US$ |
|
166,365,710 |
|
|
US$ |
|
165,893,910 |
|
The exchange rates at the date of the financial statements, for one US dollar, were as follows:
|
For the three-month periods ended March 31 |
|
March 31, |
December 31, |
March 31, |
|
|
2026 |
2025 |
|
2026 |
2025 |
2025 |
|
Average exchange rate |
Closing exchange rate |
||||
Ps./US$ |
17.5683 |
20.4223 |
|
18.0667 |
17.9667 |
20.3182 |
A hypothetical variation of +/- 10% in the Ps./US$ exchange rate and keeping all other variables constant would have resulted in an increase or decrease of Ps.300,568 in the profit or loss and stockholders’ equity for the three-month period ended March 31, 2026.
Page 10
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
4.4 Interest rate risk
A significant portion of the Company's debt is at fixed rates; therefore, the Company is exposed to interest rates at fair value, which implies that the Company might be paying interest at rates significantly different from those of an observable market. The Santander and HSBC credit lines are subject to a TIIE plus 2.0% and expose the Company to the risk of variability in interest rates and, therefore, to its cash flow. The Company continuously analyzes its exposure to interest rates.
If interest rates were 10 basis points below or above and all the other variables remained constant the financial costs – net for the three-month periods ended March 31, 2026 and 2025 would have increased or decreased by Ps.33 and Ps.591, respectively.
|
|
|
March 31, 2026 |
|
|
|
March 31, 2025 |
|
||
Investing activities |
|
|
|
|
|
|
|
|
||
Right-of-use assets |
|
Ps. |
|
(1,371,024 |
) |
|
Ps. |
|
(708,167 |
) |
Property, furniture, equipment, leasehold improvements |
|
|
|
(154,138 |
) |
|
|
|
(75,782 |
) |
Financing activities |
|
|
|
|
|
|
|
|
||
Lease liabilities |
|
Ps. |
|
1,371,024 |
|
|
Ps. |
|
708,167 |
|
Long-term debt |
|
|
|
154,138 |
|
|
|
|
75,782 |
|
|
Financing of transportation and store equipment and credit lines |
|
|
Supplier finance |
|
|
Total |
|
|||||||
As of January 1, 2025 |
|
Ps. |
|
348,703 |
|
|
Ps. |
|
684,755 |
|
|
Ps. |
|
1,033,458 |
|
Increase of new debt (non-cash transactions) |
|
|
|
75,782 |
|
|
|
|
— |
|
|
|
|
75,782 |
|
Payment of debt |
|
|
|
(163,556 |
) |
|
|
|
— |
|
|
|
|
(163,556 |
) |
Interest payment on debt |
|
|
|
(13,028 |
) |
|
|
|
— |
|
|
|
|
(13,028 |
) |
Accrued interest on debt |
|
|
|
13,028 |
|
|
|
|
— |
|
|
|
|
13,028 |
|
Finance obtained through supplier finance arrangements |
|
|
|
— |
|
|
|
|
1,184,630 |
|
|
|
|
1,184,630 |
|
Payments made on supplier finance arrangements |
|
|
|
— |
|
|
|
|
(1,125,834 |
) |
|
|
|
(1,125,834 |
) |
As of March 31, 2025 |
|
Ps. |
|
260,929 |
|
|
Ps. |
|
743,551 |
|
|
Ps. |
|
1,004,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
As of January 1, 2026 |
|
Ps. |
|
1,129,755 |
|
|
Ps. |
|
1,119,196 |
|
|
Ps. |
|
2,248,951 |
|
Increase of new debt (non-cash transactions) |
|
|
|
154,138 |
|
|
|
|
— |
|
|
|
|
154,138 |
|
Payment of debt |
|
|
|
(50,593 |
) |
|
|
|
— |
|
|
|
|
(50,593 |
) |
Interest payment on debt |
|
|
|
(28,696 |
) |
|
|
|
— |
|
|
|
|
(28,696 |
) |
Accrued interest on debt |
|
|
|
28,696 |
|
|
|
|
— |
|
|
|
|
28,696 |
|
Payment of credit lines |
|
|
|
(798,070 |
) |
|
|
|
— |
|
|
|
|
(798,070 |
) |
Finance obtained through supplier finance arrangements |
|
|
|
— |
|
|
|
|
1,994,475 |
|
|
|
|
1,994,475 |
|
Payments made on supplier finance arrangements |
|
|
|
— |
|
|
|
|
(1,844,523 |
) |
|
|
|
(1,844,523 |
) |
As of March 31, 2026 |
|
Ps. |
|
435,230 |
|
|
Ps. |
|
1,269,148 |
|
|
Ps. |
|
1,704,378 |
|
Page 11
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
The reconciliation between values of property, furniture, equipment and leasehold improvements at beginning and end of period is as shown below.
|
|
Buildings |
|
|
Land |
|
|
Assets under construction |
|
|
Transportation |
|
|
Transportation |
|
|
Furniture |
|
|
Store |
|
|
Store |
|
|
Leasehold |
|
|
Computer |
|
|
Storage |
|
|
Total |
|
||||||||||||||||||||||||
March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Initial balance |
|
Ps. |
|
34 |
|
|
Ps. |
|
15,993 |
|
|
Ps. |
|
16,164 |
|
|
Ps. |
|
2,689 |
|
|
Ps. |
|
635,813 |
|
|
Ps. |
|
107,906 |
|
|
Ps. |
|
1,787,229 |
|
|
Ps. |
|
1,070,622 |
|
|
Ps. |
|
5,549,049 |
|
|
Ps. |
|
117,988 |
|
|
Ps. |
|
45,387 |
|
|
Ps. |
|
9,348,874 |
|
Acquisitions |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
2,525 |
|
|
|
|
— |
|
|
|
|
116,026 |
|
|
|
|
9,503 |
|
|
|
|
144,392 |
|
|
|
|
77,751 |
|
|
|
|
497,374 |
|
|
|
|
5,212 |
|
|
|
|
7,928 |
|
|
|
|
860,711 |
|
Disposals |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(1 |
) |
|
|
|
— |
|
|
|
|
(77 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(78 |
) |
Depreciation |
|
|
|
(17 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(434 |
) |
|
|
|
(25,246 |
) |
|
|
|
(3,762 |
) |
|
|
|
(60,036 |
) |
|
|
|
(16,141 |
) |
|
|
|
(135,563 |
) |
|
|
|
(16,973 |
) |
|
|
|
(1,776 |
) |
|
|
|
(259,948 |
) |
Final balance |
|
Ps. |
|
17 |
|
|
Ps. |
|
15,993 |
|
|
Ps. |
|
18,689 |
|
|
Ps. |
|
2,255 |
|
|
Ps. |
|
726,593 |
|
|
Ps. |
|
113,646 |
|
|
Ps. |
|
1,871,585 |
|
|
Ps. |
|
1,132,155 |
|
|
Ps. |
|
5,910,860 |
|
|
Ps. |
|
106,227 |
|
|
Ps. |
|
51,539 |
|
|
Ps. |
|
9,949,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost |
|
|
|
1,481 |
|
|
|
|
15,993 |
|
|
|
|
18,689 |
|
|
|
|
53,953 |
|
|
|
|
1,069,173 |
|
|
|
|
173,597 |
|
|
|
|
2,596,785 |
|
|
|
|
1,360,212 |
|
|
|
|
7,556,015 |
|
|
|
|
472,725 |
|
|
|
|
86,673 |
|
|
|
|
13,405,296 |
|
Impairment |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(26,069 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(26,069 |
) |
Accumulated depreciation |
|
|
|
(1,464 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(51,698 |
) |
|
|
|
(342,580 |
) |
|
|
|
(59,951 |
) |
|
|
|
(725,200 |
) |
|
|
|
(228,057 |
) |
|
|
|
(1,619,086 |
) |
|
|
|
(366,498 |
) |
|
|
|
(35,134 |
) |
|
|
|
(3,429,668 |
) |
Final balance |
|
Ps. |
|
17 |
|
|
Ps. |
|
15,993 |
|
|
Ps. |
|
18,689 |
|
|
Ps. |
|
2,255 |
|
|
Ps. |
|
726,593 |
|
|
Ps. |
|
113,646 |
|
|
Ps. |
|
1,871,585 |
|
|
Ps. |
|
1,132,155 |
|
|
Ps. |
|
5,910,860 |
|
|
Ps. |
|
106,227 |
|
|
Ps. |
|
51,539 |
|
|
Ps. |
|
9,949,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Initial balance |
|
Ps. |
|
116 |
|
|
Ps. |
|
871 |
|
|
Ps. |
|
— |
|
|
Ps. |
|
5,669 |
|
|
Ps. |
|
498,050 |
|
|
Ps. |
|
67,257 |
|
|
Ps. |
|
1,311,014 |
|
|
Ps. |
|
758,045 |
|
|
Ps. |
|
3,660,590 |
|
|
Ps. |
|
121,887 |
|
|
Ps. |
|
32,126 |
|
|
Ps. |
|
6,455,625 |
|
Acquisitions |
|
|
|
— |
|
|
|
|
15,122 |
|
|
|
|
16,164 |
|
|
|
|
— |
|
|
|
|
233,466 |
|
|
|
|
53,393 |
|
|
|
|
678,899 |
|
|
|
|
368,594 |
|
|
|
|
2,332,681 |
|
|
|
|
64,664 |
|
|
|
|
19,426 |
|
|
|
|
3,782,409 |
|
Disposals |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(109 |
) |
|
|
|
(4,889 |
) |
|
|
|
(758 |
) |
|
|
|
(5,704 |
) |
|
|
|
(3,577 |
) |
|
|
|
(3,767 |
) |
|
|
|
(1,052 |
) |
|
|
|
(474 |
) |
|
|
|
(20,330 |
) |
Depreciation |
|
|
|
(82 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(2,871 |
) |
|
|
|
(90,814 |
) |
|
|
|
(11,986 |
) |
|
|
|
(196,980 |
) |
|
|
|
(52,440 |
) |
|
|
|
(440,455 |
) |
|
|
|
(67,511 |
) |
|
|
|
(5,691 |
) |
|
|
|
(868,830 |
) |
Final balance |
|
Ps. |
|
34 |
|
|
Ps. |
|
15,993 |
|
|
Ps. |
|
16,164 |
|
|
Ps. |
|
2,689 |
|
|
Ps. |
|
635,813 |
|
|
Ps. |
|
107,906 |
|
|
Ps. |
|
1,787,229 |
|
|
Ps. |
|
1,070,622 |
|
|
Ps. |
|
5,549,049 |
|
|
Ps. |
|
117,988 |
|
|
Ps. |
|
45,387 |
|
|
Ps. |
|
9,348,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost |
|
|
|
1,481 |
|
|
|
|
15,993 |
|
|
|
|
16,164 |
|
|
|
|
56,076 |
|
|
|
|
953,147 |
|
|
|
|
164,147 |
|
|
|
|
2,452,688 |
|
|
|
|
1,282,886 |
|
|
|
|
7,058,726 |
|
|
|
|
467,512 |
|
|
|
|
78,745 |
|
|
|
|
12,547,565 |
|
Impairment |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(26,069 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(26,069 |
) |
Accumulated depreciation |
|
|
|
(1,447 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(53,387 |
) |
|
|
|
(317,334 |
) |
|
|
|
(56,241 |
) |
|
|
|
(665,459 |
) |
|
|
|
(212,264 |
) |
|
|
|
(1,483,608 |
) |
|
|
|
(349,524 |
) |
|
|
|
(33,358 |
) |
|
|
|
(3,172,622 |
) |
Final balance |
|
Ps. |
|
34 |
|
|
Ps. |
|
15,993 |
|
|
Ps. |
|
16,164 |
|
|
Ps. |
|
2,689 |
|
|
Ps. |
|
635,813 |
|
|
Ps. |
|
107,906 |
|
|
Ps. |
|
1,787,229 |
|
|
Ps. |
|
1,070,622 |
|
|
Ps. |
|
5,549,049 |
|
|
Ps. |
|
117,988 |
|
|
Ps. |
|
45,387 |
|
|
Ps. |
|
9,348,874 |
|
Notes:
Page 12
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
The depreciation of property, furniture, equipment and leasehold improvements for the three-month periods ended March 31, 2026 and 2025 amounted to Ps.259,948 and Ps.186,221, respectively; the depreciation of property, furniture, equipment and leasehold improvements recognized in cost of sales for the three-month periods ended March 31, 2026 and 2025 amounted to Ps.47,690 and Ps.37,205, respectively; and the depreciation of property, furniture, equipment and leasehold improvements recognized in sales expenses for the three-month periods ended March 31, 2026 and 2025 amounted to Ps.212,258 and Ps.149,016, respectively.
The Company has signed various lease contracts used in its operations, including machinery, vehicles, other equipment and commercial premises. There are no future cash outflows derived from residual value guarantees, restrictions imposed by tenants on sale and leaseback transactions.
The average term of the lease contracts as of March 31, 2026 and December 31, 2025 was 5 to 20 years for buildings, 10 years for store equipment, and 8 years for transportation equipment. The Company applies the recognition exemptions with respect to “short-term leases” and “low-value asset leases”.
The right-of-use asset recognized in the interim condensed consolidated statement of financial position as of March 31, 2026 and December 31, 2025, was as shown below.
|
|
Building |
|
Transportation equipment |
|
Store |
|
Total |
||||
As of January 1, 2025 |
|
Ps. |
6,660,466 |
|
Ps. |
150,819 |
|
Ps. |
217,061 |
|
Ps. |
7,028,346 |
Additions |
|
|
3,750,785 |
|
|
124,980 |
|
|
427,991 |
|
|
4,303,756 |
Depreciation |
|
|
(905,947) |
|
|
(75,930) |
|
|
(45,094) |
|
|
(1,026,971) |
As of December 31, 2025 |
|
Ps. |
9,505,304 |
|
Ps. |
199,869 |
|
Ps. |
599,958 |
|
Ps. |
10,305,131 |
Additions |
|
|
1,142,031 |
|
|
77,078 |
|
|
151,915 |
|
|
1,371,024 |
Depreciation |
|
|
(271,274) |
|
|
(21,179) |
|
|
(18,844) |
|
|
(311,297) |
As of March 31, 2026 |
|
Ps. |
10,376,061 |
|
Ps. |
255,768 |
|
Ps. |
733,029 |
|
Ps. |
11,364,858 |
During the three-month periods ended March 31, 2026 and 2025, the Company had expenses related to low-value leased assets and short-term leases included in sale and administrative expenses for an amount of Ps.6,553 and Ps.11,271, respectively. During the same periods, the Company did not have variable lease payments.
The Company had total cash outflows for leases in the three-month periods ended March 31, 2026 and 2025, for an amount of Ps.639,042 and Ps.449,561, respectively.
For the three-month periods ended March 31, 2026 and 2025, the Company recognized depreciation of the right-of-use asset in cost of sales for Ps.47,329 and Ps.30,419, respectively.
For the three-month periods ended March 31, 2026 and 2025, the Company recognized depreciation of the right-of-use asset in sales expenses for Ps.263,968 and Ps.190,508 respectively.
The Company has several lease contracts that include extension and termination options. These options are negotiated by Management to provide flexibility in managing the leased asset portfolio and align with the Company's business needs. Management exercises significant judgement in determining whether
Page 13
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
these extension and termination options are reasonably certain to be exercised. As of March 31, 2026 and December 31, 2025, the Company considered all optional extensions that are enforceable in its lease contracts; therefore, there are no future cash outflows derived from extensions that are not planned to be exercised.
The Company classified their financial assets and liabilities as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||
Financial assets at amortized cost: |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
Ps. |
|
1,343,519 |
|
|
Ps. |
|
1,427,248 |
|
Short term bank deposits (1) |
|
|
|
2,728,532 |
|
|
|
|
2,711,422 |
|
Sundry debtors |
|
|
|
210,880 |
|
|
|
|
125,033 |
|
Financial liabilities at amortized cost: |
|
|
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
Ps. |
|
709,600 |
|
|
Ps. |
|
536,792 |
|
Suppliers |
|
|
|
12,078,709 |
|
|
|
|
11,428,037 |
|
Lease liabilities |
|
|
|
12,890,058 |
|
|
|
|
11,730,444 |
|
Bonuses payable to related parties |
|
|
|
131,778 |
|
|
|
|
102,988 |
|
Debt |
|
|
|
1,704,378 |
|
|
|
|
2,248,951 |
|
Fair value of financial assets and liabilities measured at amortized cost
The amount of cash and cash equivalents, short-term bank deposits, sundry debtors, other non-current receivables and suppliers, approximate their fair value due to their short-term maturity. The net carrying amount of these accounts represents the expected cash flows to be received as of March 31, 2026 and December 31, 2025.
Long-term fixed-rate and variable-rate interest-bearing loans and borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, and the risk characteristics of the financed project.
As of March 31, 2026 and December 31, 2025, there were no transfers between the levels of the fair value hierarchy.
Fair value hierarchy
The following is an analysis of financial instruments measured in accordance with the fair value hierarchy. The 3 different levels used are presented below:
Page 14
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
9.1 Key Management personnel compensation
|
|
For the three-month periods ended |
|
|||||||
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||||
Share-based payments (Note 18) |
|
Ps. |
|
648,350 |
|
|
Ps. |
|
182,854 |
|
Short-term employee benefits |
|
|
|
45,976 |
|
|
|
|
24,708 |
|
Other bonuses (1) |
|
|
|
55,385 |
|
|
|
|
28,789 |
|
|
|
Ps. |
|
749,711 |
|
|
Ps. |
|
236,351 |
|
The Company’s debt is as follows:
|
|
March 31, |
|
|
December 31, |
|
||||
Short-term debt: |
|
|
|
|
|
|
|
|
||
Short-term financing of transportation and store equipment |
|
Ps. |
|
180,802 |
|
|
Ps. |
|
143,057 |
|
Supplier finance arrangements (Note 11) |
|
|
|
1,269,148 |
|
|
|
|
1,119,196 |
|
Santander and HSBC credit lines |
|
|
|
46,722 |
|
|
|
|
844,791 |
|
Total short-term debt |
|
Ps. |
|
1,496,672 |
|
|
Ps. |
|
2,107,044 |
|
Long-term debt: |
|
|
|
|
|
|
|
|
||
Long-term financing of transportation and store equipment |
|
Ps. |
|
207,706 |
|
|
Ps. |
|
141,907 |
|
|
|
|
|
|
|
|
|
|
||
Total debt |
|
Ps. |
|
1,704,378 |
|
|
Ps. |
|
2,248,951 |
|
Financing of transportation and store equipment
The transportation and store equipment are pledged as collateral. This financing is denominated, in Mexican pesos and accrues monthly interest as shown below.
Page 15
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Institution |
Concept |
|
Effective rate |
|
Remaining |
|
March 31, |
|
|
December 31, 2025 |
|
||||
Daimler Chrysler Financial Services |
Transportation equipment |
|
12.20 to12.90 |
|
1 year |
|
Ps. |
|
162,704 |
|
|
Ps. |
|
142,635 |
|
Daimler Chrysler Financial Services |
Transportation equipment |
|
12.30 to12.90 |
|
4 years |
|
|
|
187,930 |
|
|
|
|
141,907 |
|
ALD Market Innovation |
Cooling equipment |
|
10.00 |
|
1 year |
|
|
|
285 |
|
|
|
|
422 |
|
COREFRI Refrigeración, S. A. de C. V. |
Cooling equipment |
|
10.50 |
|
1 year |
|
|
|
17,813 |
|
|
|
- |
|
|
COREFRI Refrigeración, S. A. de C. V. |
Cooling equipment |
|
10.50 |
|
2 years |
|
|
|
19,776 |
|
|
|
- |
|
|
Total |
|
|
|
|
|
|
|
|
388,508 |
|
|
|
|
284,964 |
|
Total Short-term |
|
|
|
|
|
|
|
|
(180,802 |
) |
|
|
|
(143,057 |
) |
Total Long-term |
|
|
|
|
|
|
Ps. |
|
207,706 |
|
|
Ps. |
|
141,907 |
|
Supplier finance arrangements (See Note 11)
|
|
March 31, |
|
|
December 31, 2025 |
|
||||
HSBC |
|
Ps. |
|
562,448 |
|
|
Ps. |
|
593,119 |
|
Santander |
|
|
|
706,700 |
|
|
|
|
526,077 |
|
Total |
|
Ps. |
|
1,269,148 |
|
|
Ps. |
|
1,119,196 |
|
Santander
Tiendas Tres B and Santander have entered into a supplier finance arrangement (the "Santander Supplier Finance Agreement") and a revolving credit facility (the "Santander Credit Line" and, together with the Santander Supplier Finance Agreement, the “Santander Agreement”). The aggregate principal amount financeable under the Santander Agreement is Ps.1,226,000. Pursuant to the terms of the Santander Supplier Finance Agreement, participating suppliers may discount their invoices with Santander, and they will receive the original invoice amount discounted at an agreed rate. Tiendas Tres B will then pay Santander the original amount by the earlier of: (x) the date Santander pays the supplier plus the number of credit days originally agreed to with the supplier and (y) 90 days after the supplier collects the invoice from Santander. The supplier selects the invoices to be paid in accordance with the terms of this program. Once paid, such invoices are novated, and Tiendas Tres B’s liability therefor is extinguished. Tiendas Tres B must pay any invoices not discounted with Santander by their original maturity dates. There are no commissions or interest payable to Santander when invoices are discounted. Under the terms of the Santander Agreement, the Company must comply with certain covenants, including restrictions on dividends, and has created a trust, which is meant to be an alternative source of payment in case of a payment default, into which Ps.300,000 of cash flows are deposited (as a pass-through) every two weeks. However, the deposits are released daily to Tiendas Tres B so long as no payment default occurs. As of March 31, 2026 and December 31, 2025, the Company complied with all the covenants in the Santander Agreement. There are no facts or circumstances indicating that the Company would struggle to comply with these covenants for at least the next 12 months.
Page 16
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance related to the Santander Supplier Finance Agreement and, consequently, the Company had a total available amount thereunder of Ps.472,578 and Ps.275,132, respectively.
The carrying amounts of liabilities under the Santander Supplier Finance Agreement are considered to be reasonable approximations of their fair values, due to their short-term nature.
HSBC
Tiendas Tres B and HSBC have entered into a supplier finance arrangement (the “HSBC Supplier Finance Agreement”) and a revolving credit facility (the “HSBC Credit Line” and, together with the HSBC Supplier Finance Agreement, the “HSBC Agreement”). The aggregate principal amount financeable under the HSBC Agreement is Ps.1,100,000. Pursuant to the terms of the HSBC Supplier Finance Agreement, participating suppliers may discount their invoices with HSBC, and they will receive the original invoice amount discounted at an agreed rate and Tiendas Tres B will then pay HSBC the original amount by the earlier of: (x) the date HSBC pays the supplier plus the number of credit days originally agreed to with the supplier, and (y) 90 days after the supplier collects the invoice from HSBC. The supplier selects the invoices to be paid in accordance with the terms of this program Once paid, such invoices are novated, and Tiendas Tres B's liability therefor is extinguished. Tiendas Tres B must pay any invoices not discounted with HSBC by their original maturity dates. There are no commissions or interest payable to HSBC when invoices are discounted. Under the terms of the HSBC Agreement, the Company must comply with certain covenants, including restrictions on dividends, and has created a trust, which is meant to be an alternative source of payment in case of a payment default, into which Ps.880,000 of cash flows are deposited (as a pass-through) each month. However, the deposits are released daily to Tiendas Tres B so long as no payment default occurs. As of March 31, 2026 and December 31, 2025, the Company complied with all the covenants in the HSBC Agreement and there are no facts and circumstances indicating that the Company would struggle to comply with these covenants for at least the next 12 months.
As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance related to the HSBC Supplier Finance Agreement and, consequently, the Company had a total available amount thereunder of Ps.537,553 and Ps.86,881, respectively.
The carrying amounts of liabilities under the HSBC Supplier Finance Agreement are considered to be reasonable approximations of their fair values, due to their short-term nature.
Santander and HSBC credit lines
|
|
Effective Rate |
|
Remaining Contract Period |
|
March 31, |
|
|
December 31, 2025 |
|
||||
Santander credit line |
|
TIIEF + 2.00 |
|
1 Year |
|
Ps. |
|
46,722 |
|
|
Ps. |
|
424,791 |
|
HSBC credit line |
|
TIIE + 2.00 |
|
1 Year |
|
Ps. |
|
— |
|
|
Ps. |
|
420,000 |
|
As of March 31, 2026 and December 31, 2025, the Company had an available credit line with Santander in the amount of Ps.379,278 and Ps.1,209, respectively, and with HSBC in the amount of Ps.750,000 and Ps.330,000, respectively.
Page 17
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
In the three-month periods ended March 31, 2026 and 2025 the Company drew Ps.4,300,000 and Ps.1,943,630, respectively, under its revolving credit lines with Santander and HSBC, and repaid Ps.3,921,930 and Ps.1,822,675, respectively, under such credit lines.
The carrying amount of liabilities under the Company's supplier finance arrangements with Santander and HSBC at March 31, 2026 and December 31, 2025 were the following:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
|
|
|
|
|
||||
Recognized in debt (See Note 10) |
|
Ps. |
|
1,269,148 |
|
|
Ps. |
|
1,119,196 |
|
Liabilities under supplier finance arrangements of which the supplier has received payment from the finance provider:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
|
|
|
|
|
||||
Recognized in debt (See Note 10) |
|
Ps. |
|
1,269,148 |
|
|
Ps. |
|
1,119,196 |
|
The ranges of payment due dates are:
|
|
2026 |
|
2025 |
Liabilities under supplier finance arrangement |
|
45-75 |
|
45-75 |
Comparable trade payables that are not part of the supplier finance arrangement |
|
45-60 |
|
45-60 |
There were no business combinations or foreign exchange differences that would affect the liabilities under the Company's supplier finance arrangements with Santander and HSBC in either period presented in these financial statements. There were non-cash reclassifications from suppliers to debt of Ps.1,994,475 and Ps.1,184,630 in the three-month period ended March 31, 2026 and the year ended December 2025, respectively.
From December 31, 2025 to March 31, 2026, the Company has recognized the lease liabilities shown below:
Page 18
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
|
|
March 31, |
|
|
December 31, 2025 |
|
||||
|
|
|
|
|
|
|
||||
Lease liabilities: |
|
|
|
|
|
|
|
|
||
Current |
|
Ps. |
|
1,252,739 |
|
|
Ps. |
|
1,118,382 |
|
Non-current |
|
|
|
11,637,319 |
|
|
|
|
10,612,062 |
|
Total |
|
Ps. |
|
12,890,058 |
|
|
Ps. |
|
11,730,444 |
|
Set out below are the carrying amounts of lease liabilities and the movements during the period:
|
|
Building |
|
Transportation |
|
Store |
|
Total |
||||
Lease liabilities as of January 1, 2025 |
|
Ps. |
7,939,942 |
|
Ps. |
143,489 |
|
Ps. |
82,059 |
|
Ps. |
8,165,490 |
New leases |
|
|
3,750,785 |
|
|
124,981 |
|
|
427,990 |
|
|
4,303,756 |
Interest expense |
|
|
1,312,761 |
|
|
58,131 |
|
|
49,295 |
|
|
1,420,187 |
Principal and interest payments |
|
|
(1,832,813) |
|
|
(115,455) |
|
|
(210,721) |
|
|
(2,158,989) |
Lease liabilities as of December 31, 2025 |
|
Ps. |
11,170,675 |
|
Ps. |
211,146 |
|
Ps. |
348,623 |
|
Ps. |
11,730,444 |
New leases |
|
|
1,142,031 |
|
|
77,078 |
|
|
151,915 |
|
|
1,371,024 |
Interest expense |
|
|
388,310 |
|
|
20,599 |
|
|
18,723 |
|
|
427,632 |
Principal and interest payments |
|
|
(534,414) |
|
|
(38,995) |
|
|
(65,633) |
|
|
(639,042) |
Lease liabilities as of March 31, 2026 |
|
Ps. |
12,166,602 |
|
Ps. |
269,828 |
|
Ps. |
453,628 |
|
Ps. |
12,890,058 |
The following are the amounts recognized in profit or loss:
|
|
For the three-month periods ended |
|
|||||||
|
|
March 31, |
|
|
March 31, |
|
||||
Depreciation expense of right-of-use assets |
|
Ps. |
|
311,297 |
|
|
Ps. |
|
220,927 |
|
Interest expense on lease liabilities |
|
|
|
427,632 |
|
|
|
|
305,439 |
|
Expense relating to leases of low-value assets and short-term leases (included in sales expenses and cost of sales) |
|
|
|
6,553 |
|
|
|
|
11,271 |
|
Total amount recognized in profit or loss |
|
Ps. |
|
745,482 |
|
|
Ps. |
|
537,637 |
|
Lease payments that will be made under renewal options with reasonable certainty of being exercised are included in the liability measurement.
BBB Foods Inc., as an entity incorporated and existing under the laws of the British Virgin Islands (BVI), is not subject to any form of taxation and therefore there is no tax rate to be applied. The laws of the BVI specifically provide that a BVI business entity such as BBB Foods Inc. is exempt from any income, capital gains, estate or other tax in the British Virgin Islands. However, the statutory rate of income tax in Mexico applicable to the Company’s Mexican subsidiaries is 30%.
Page 19
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full fiscal year. Since the income tax enacted rate continues to be 30% in the interim periods, the Company has not been required to remeasure its deferred tax balances.
The Company estimates the amount of expenditure and the likely level of tax benefits in the coming interim periods and the likely effect on the effective tax rate for the full year. Expenditures related to the opening of new stores, which consisted mainly in new leases and property, furniture, equipment, and leasehold improvements had a material effect on the effective tax rate. Therefore, the Company recognized a net deferred tax asset of Ps.745,758 and Ps.507,430 in the three-month periods ended March 31, 2026 and 2025, respectively, and spread the effect of the change in the deferred tax assets over the full years ending December 31, 2026, and 2025, respectively, based on application of an annual effective tax rate.
As indicated above, the transactions in BVI are not subject to tax, and the Mexican subsidiaries are subject to 30% tax rate. Therefore, according to IAS 34, the Company determined the estimated average annual tax rate used for the three-month periods ended March 31, 2026, and 2025 separately for the transactions of each jurisdiction, where the 0% tax rate was used to the items related to BVI, and 40.5% and 32.8%, respectively for the Company's Mexican subsidiaries, which exclude the impact of the non-deductible share based payments that were not considered in the effective tax rate given the distortive effect, but instead such impact was considered on each of the interim periods as they arose. Although the Company historically had losses before income taxes at the consolidated level, the Company's Mexican subsidiaries had historically had profits before income taxes (without considering the share-based payments expense) to which an annual income tax is expected to be recognized for the full fiscal year. Moreover, in the three-month period ended on March 31, 2026, the Company generated a consolidated loss before income tax.
The cost of sales is comprised as shown below:
|
|
For the three-month periods ended |
|
|||||||
|
|
March 31, |
|
|
March 31, |
|
||||
Cost of merchandise and logistic costs |
|
Ps. |
|
19,061,326 |
|
|
Ps. |
|
14,320,629 |
|
Depreciation of properties, furniture, equipment, and leasehold improvements |
|
|
|
47,689 |
|
|
|
|
37,205 |
|
Depreciation of right-of-use asset |
|
|
|
47,329 |
|
|
|
|
30,419 |
|
Cost of sales |
|
Ps. |
|
19,156,344 |
|
|
Ps. |
|
14,388,253 |
|
The sales and administrative expenses are as follows:
Page 20
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
|
|
For the three-month periods ended |
|
|||||||
|
|
March 31, |
|
|
March 31, |
|
||||
Personnel expenses |
|
Ps. |
|
1,660,665 |
|
|
Ps. |
|
1,202,042 |
|
Depreciation and amortization |
|
|
|
475,653 |
|
|
|
|
340,071 |
|
Cash-in-transit services, surveillance and maintenance |
|
|
|
245,108 |
|
|
|
|
200,259 |
|
Energy, fuel, and lubricants |
|
|
|
226,857 |
|
|
|
|
159,438 |
|
Share-based payments (Note 18) |
|
|
|
721,505 |
|
|
|
|
213,290 |
|
Advertising |
|
|
|
30,373 |
|
|
|
|
36,717 |
|
Other taxes and rights |
|
|
|
113,629 |
|
|
|
|
54,146 |
|
Professional services |
|
|
|
96,686 |
|
|
|
|
119,207 |
|
Other |
|
|
|
172,985 |
|
|
|
|
143,529 |
|
Total sales and administrative expenses |
|
Ps. |
|
3,743,461 |
|
|
Ps. |
|
2,468,699 |
|
For the three-month periods ended March 31, 2026 and 2025, the financial (costs) income is included as indicated below:
|
|
For the three-month periods ended |
|
|||||||
|
|
March 31, |
|
|
March 31, |
|
||||
Financial income: |
|
|
|
|
|
|
|
|
||
Interest income |
|
Ps. |
|
10,401 |
|
|
Ps. |
|
7,605 |
|
Interest generated by short-term bank deposits |
|
|
|
21,685 |
|
|
|
|
28,339 |
|
Other commissions |
|
|
|
3,998 |
|
|
|
|
1,835 |
|
Financial income |
|
Ps. |
|
36,084 |
|
|
Ps. |
|
37,779 |
|
Financial costs: |
|
|
|
|
|
|
|
|
||
Interest cost on lease liabilities |
|
|
|
(427,632 |
) |
|
|
|
(305,439 |
) |
Supplier finance arrangements and other commissions |
|
|
|
(4,417 |
) |
|
|
|
(1,826 |
) |
Interest cost on credit lines |
|
|
|
(14,953 |
) |
|
|
|
(3,379 |
) |
Interest cost on financing of transportation and store equipment (debt) |
|
|
|
(9,325 |
) |
|
|
|
(7,823 |
) |
Financial cost on employees' benefits |
|
|
|
(976 |
) |
|
|
|
— |
|
Financial costs |
|
Ps. |
|
(457,303 |
) |
|
Ps. |
|
(318,467 |
) |
Exchange rate fluctuation: |
|
|
|
|
|
|
|
|
||
Gain for exchange rate fluctuation |
|
|
|
16,675 |
|
|
|
|
9,711 |
|
Loss for exchange rate fluctuation |
|
|
|
(319 |
) |
|
|
|
(896 |
) |
Gain for exchange rate fluctuation |
|
Ps. |
|
16,356 |
|
|
Ps. |
|
8,815 |
|
Financial costs - Net |
|
Ps. |
|
(404,863 |
) |
|
Ps. |
|
(271,873 |
) |
Secondary Offering
Page 21
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
On February 5, 2025, BBB Foods Inc. announced the offering of 21,000,000 Class A common shares by certain selling stockholders at a public offering price of US$28.25 per Class A common share. In connection with the offering, the selling stockholders granted the underwriters the option to purchase up to 3,150,000 additional Class A common shares. On February 21, 2025, the underwriters exercised their option and purchased an additional 2,338,431 Class A common shares. Including the additional Class A common shares, a total of 23,338,431 Class A common shares were sold in the offering. The Company did not receive any proceeds from the sale of such shares.
The selling stockholders also included holders of stock options that decided to sell a portion of their shares that were exercisable at the date of the offering, under the terms of the stock option plan. In these exercises, each participating option holder tendered to the Company for cancellation a certain number of options with the aggregate value of the strike price owed by such option holder. All of the shares received by the options holders were sold in the offering. The above resulted in an increase to the Company's capital stock by Ps.11,248 in respect of the issuance of 2,222,705 new Class A common shares.
On January 29, 2025 some former directors of Company's Board exercised options, which resulted in an increase to the Company's capital stock by Ps.18,433 respective of the issuance of 343,348 new Class C common shares.
Vested RSUs
As of December 31, 2025, 1,875,000 Class C common shares (Ps.957,410) have vested under the Liquidity Event Share Plan, in addition to 93,333 Class A common shares (Ps.54,917) vested from the 2024 Post-IPO Equity Incentive Plan (See Note 18).
In the three-month period ended on March 31, 2026, 497,003 Class A common shares (Ps.282,643) vested from the 2024 Post-IPO Equity Incentive Plan and 625,008 Class C common shares (Ps.319,136) vested under the Liquidity Event Share Plan (See Note 18).
Following is a reconciliation of the Company’s number of shares:
Description |
|
Number of shares |
|
|
Total value |
|
|||
As of January 1, 2025 |
|
|
112,200,752 |
|
|
Ps. |
|
8,283,347 |
|
Exercised Options |
|
|
2,566,053 |
|
|
|
|
29,681 |
|
As of March 31, 2025 |
|
|
114,766,805 |
|
|
Ps. |
|
8,313,028 |
|
|
|
|
|
|
|
|
|
||
Description |
|
Number of shares |
|
|
Total value |
|
|||
As of January 1, 2026 |
|
|
116,735,138 |
|
|
Ps. |
|
9,325,356 |
|
Vested RSUs |
|
|
1,122,011 |
|
|
|
|
601,780 |
|
As of March 31, 2026 |
|
|
117,857,149 |
|
|
Ps. |
|
9,927,136 |
|
As of March 31, 2026, the Company's capital stock and series of shares are as shown below:
Page 22
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Description |
|
Number of shares |
|
|
Total value |
|
|||
Class A |
|
|
62,638,444 |
|
|
Ps. |
|
8,300,544 |
|
Class B |
|
|
5,200,000 |
|
|
|
|
19,569 |
|
Class C |
|
|
50,018,705 |
|
|
|
|
1,607,023 |
|
Total |
|
|
117,857,149 |
|
|
Ps. |
|
9,927,136 |
|
The Company’s classes of shares are described below:
Class A Common Shares
The 62,638,444 Class A common shares are listed on the NYSE under the symbol “TBBB”, out of which, 590,336 correspond to vested RSUs under the Post-IPO Equity Incentive Plan. Each holder of Class A common shares is entitled to one vote per share. Class A common shares vote together with holders of Class B and Class C common shares. Class A common shares are entitled to dividends and other distributions, pari passu with the Class B and Class C common shares. Upon our liquidation, dissolution or winding up, the holders of Class A common shares will be entitled to share ratably, pari passu with our Class B and Class C common shares, in the distribution of all of the Company’s assets remaining available for distribution after satisfaction with all our liabilities. Class A common shares have no preemptive rights to purchase additional Class A common shares in connection with any offering of shares by the Company.
Class B Common Shares
The 5,200,000 Class B common shares are all owned, directly or indirectly, by the principal shareholder of the Company. Each Class B common share is entitled to 15 votes per share on all corporate matters. Class B common shares vote together with holders of Class A and Class C common shares as a single class, subject to certain exceptions. Class B common shares may not be listed on any U.S. or foreign national or regional securities exchange or market. Class B common shares are entitled to dividends and other distributions, pari passu with Class A and Class C common shares. Upon liquidation, dissolution or winding up, the Class B common shares will be entitled to share ratably, pari passu with our Class A and Class C common shares in the distribution of all of the Company’s assets remaining available for distribution after satisfaction of all our liabilities. The holders of Class B common shares have preemptive rights in connection with the issuance of any securities by the Company.
Each Class B common share will convert automatically into one Class A common share (i) upon sale into the public market; (ii) upon any transfer, subject to certain exceptions; and (iii) at such time as the number of issued and outstanding Class B common shares represents less than 1.0% of the aggregate number of the aggregate shares of the Company then outstanding. A Class B common share will convert automatically into one Class C common share upon foreclosure or enforcement of any pledge over the Class B common shares.
Following the expiry of the Liquidity Lock-Up Period (on August 6, 2026), as defined in the memorandum and articles of BBB Foods Inc., a holder of Class B common shares may also elect to convert a Class B common share into one Class A common share.
Page 23
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Class C Common Shares
The 50,018,705 Class C common shares are entitled to one vote per share on all corporate matters, out of which 2,500,008 correspond to vested RSUs under the Liquidity Event Share Plan. Class C common shares vote together with Class A and Class B common shares as a single class, subject to certain exceptions. Class C common shares are entitled to dividends and other distributions, pari passu with the Class A and Class B common shares. Upon our liquidation, dissolution or winding up, Class C common shares will be entitled to share ratably, pari passu with the Class A common shares and Class B common shares, in the distribution of all of the Company’s assets remaining available for distribution after satisfaction of all our liabilities. Each Class C common share will convert automatically into one Class A common share upon (i) sale into the public market; (ii) certain transfers permitted during the Liquidity Lock-Up Period; and (iii) upon expiry of the Liquidity Lock-Up Period.
Until the end of the Liquidity Lock-Up Period (on August 6, 2026), all of the options granted by the Company can be exercised only to acquire Class C common shares of the Company. Starting on February 8, 2024 and as of December 31, 2024, the Company had 45,000,000 Class C common shares in reserve to cover exercises of the Common and Exit options (as described below), as well as 8,400,000 to cover exercises of the options granted under the 2024 Post-IPO Equity Incentive Plan.
On April 29, 2026, the Company held its Annual General Meeting of Shareholders, where K. Anthony Hatoum and Juan Pablo Cappello were re-elected as Class II directors of the Company. The shareholders also elected Halil Erdogmus as a Class II director of the Company for the first time, in place of Alexis Meffre, who elected not to stand for re-election.
Earnings (loss) per share are classified as basic and diluted. Basic earnings (loss) are intended to provide a measure of the participation of each ordinary share of BBB Foods Inc. in the performance that the Company had in the periods presented. Basic earnings (loss) are calculated by dividing the earnings (loss) for the period attributable to the ordinary equity holders of the controlling interest by the weighted average number of ordinary shares outstanding during the year.
Diluted shares are intended to provide a measure of the participation of each ordinary share in the Company's performance considering the dilutive effects (reduction in profits or increase in losses) of the potential ordinary shares in circulation during the period. Diluted earnings (loss) per share are calculated by dividing the earnings (loss) of the year attributable to the ordinary equity holders of the controlling interest by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that have dilutive potential.
For the three-month periods ended March 31, 2026 and 2025, the Company analyzed whether there were dilutive effects from potential ordinary shares arising from share-based payments (See Note 18) and determined that 31,058,107 out of 41,835,312 share options, along with 5,535,656 Restricted Stock Units (RSUs), have a potential dilutive effect. However, since the Company recognized a loss during those periods, it was determined that the 36,593,763 potential dilutive shares arising from share-based payments were antidilutive and therefore not considered in the diluted loss per share.
The information on earnings (loss) per share and number of shares used in the calculations of basic and diluted earnings (loss) per share is shown below:
Page 24
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
|
|
For the three-month periods ended |
|
|||||||
|
|
March 31, |
|
|
March 31, |
|
||||
Net (loss) income available to common stockholders (basic) |
|
Ps. |
|
(558,259 |
) |
|
Ps. |
|
(86,979 |
) |
Weighted average common shares |
|
|
|
117,239,083 |
|
|
|
|
113,844,994 |
|
Basic (losses) earnings per share |
|
Ps. |
|
(4.76 |
) |
|
Ps. |
|
(0.76 |
) |
Net (loss) income available to common stockholders (diluted) |
|
Ps. |
|
(558,259 |
) |
|
Ps. |
|
(86,979 |
) |
Diluted weighted average common shares |
|
|
|
117,239,083 |
|
|
|
|
113,844,994 |
|
Diluted (losses) earnings per share |
|
Ps. |
|
(4.76 |
) |
|
Ps. |
|
(0.76 |
) |
Legacy Plan
Common Options
As stated in the terms of the share-based compensation plan adopted by the Company in 2004 (the “Legacy Plan”), eligible employees will obtain share-based payments pursuant to the terms of the Plan. For the three-month period ended March 31, 2026 and 2025, the Company did not grant options under the Plan.
The following table illustrates the movements in share options under the Plan during the three-month period ended March 31, 2026 and for the year ended December 31, 2025:
|
Number of share options |
|
||
|
|
|
||
Outstanding as of January 1, 2025 |
|
|
33,498,750 |
|
Granted during the year |
|
|
— |
|
Exercised during the year |
|
|
(2,093,449 |
) |
Cancelled during the year |
|
|
(93,466 |
) |
Forfeited during the year |
|
|
(487,500 |
) |
Outstanding as of December 31, 2025 |
|
|
30,824,335 |
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of December 31, 2025 |
|
|
— |
|
Granted during the three-month period |
|
|
— |
|
Exercised during the three-month period |
|
|
— |
|
Cancelled during the three-month period |
|
|
— |
|
Forfeited during the three-month period |
|
|
— |
|
Outstanding as of March 31, 2026 |
|
|
30,824,335 |
|
Exercisable as of March 31, 2026 |
|
|
— |
|
Exit Options
Page 25
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Exit Options will be paid in equity in the occurrence of an exit event, such as an IPO; therefore, the vesting period of such options represents the best estimate of the Company for the occurrence of an exit event.
The following table illustrates the movements in Exit Options during the three-month period ended March 31, 2026 and the year ended December 31, 2025:
|
Number of |
|
||
|
|
|
||
Outstanding as of January 1, 2025 |
|
|
7,444,974 |
|
Granted during the year |
|
|
— |
|
Exercised during the year |
|
|
(472,604 |
) |
Cancelled during the year |
|
|
(51,393 |
) |
Outstanding as of December 31, 2025 |
|
|
6,920,977 |
|
|
|
|
|
|
Exercisable as of December 31, 2025 |
|
|
— |
|
Granted during the three-month period |
|
|
— |
|
Exercised during the three-month period |
|
|
— |
|
Cancelled during the three-month period |
|
|
— |
|
Forfeited during the three-month period |
|
|
— |
|
Outstanding as of March 31, 2026 |
|
|
6,920,977 |
|
|
|
|
|
|
Exercisable as of March 31, 2026 |
|
|
— |
|
2024 Post-IPO Equity Incentive Plan
On December 10, 2024, the Company’s Board of directors approved the following awards under the 2024 Post-IPO Equity Incentive Plan:
|
Number of |
|
||
|
|
|
||
Outstanding as of January 1, 2025 |
|
|
1,310,000 |
|
Granted during the year |
|
|
2,860,000 |
|
Forfeited during the year |
|
|
(80,000 |
) |
|
|
|
|
|
Outstanding as of December 31, 2025 |
|
|
4,090,000 |
|
|
|
|
|
|
Exercisable as of December 31, 2025 |
|
|
— |
|
Granted during the three-month period |
|
|
— |
|
Forfeited during the three-month period |
|
|
— |
|
Outstanding as of March 31, 2026 |
|
|
4,090,000 |
|
|
|
|
|
|
Exercisable as of March 31, 2026 |
|
|
— |
|
Page 26
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
Restricted Stock Units (“RSUs”)
The Company’s Board of directors also approved the award of Restricted Stock Units (RSUs) under the 2024 Post-IPO Equity Incentive Plan, all of which have been granted to senior management and certain members of the Board as bonus compensation. Out of the 1,126,000 RSUs granted, 846,000 RSUs are subject to cliff-vesting over a one-year period, with 100% of the total RSUs vesting in a single installment on January 1, 2026 (497,003 RSUs) and 2027 (349,000 RSUs), and 280,000 RSUs vest over three years. The table below sets forth the number of RSUs granted per year.
|
Number of |
|
||
|
|
|
||
Outstanding as of January 1, 2025 |
|
|
585,000 |
|
Granted during the year |
|
|
541,000 |
|
Vested RSUs during the year |
|
|
(93,333 |
) |
Forfeited during the year |
|
|
— |
|
Outstanding as of December 31, 2025 |
|
|
1,032,667 |
|
Granted during the three-month period |
|
|
— |
|
Vested RSUs during the three-month period |
|
|
(497,003 |
) |
Forfeited during the year |
|
|
— |
|
Outstanding as of March 31, 2026 |
|
|
535,664 |
|
Liquidity Event Share Plan
The Company’s board of directors adopted a plan in 2023 (the “Liquidity Event Share Plan”) pursuant to which certain members of senior management and Bolton Partners Ltd. could become eligible to receive incremental equity compensation subject to the consummation of an IPO and further conditioned to the achievement of certain targets of enterprise valuation. The board of directors approved 7,500,000 RSUs each equal to one Class C common shares to be granted under the Liquidity Event Share Plan. After the IPO, the board concluded that based on the terms of the IPO, the conditions for delivery of the full amount of shares under the Liquidity Event Share Plan had been met and decided that Class C common shares would be delivered to the participants. On June 24, 2025, the Company’s board of directors approved the specific allocation and delivery of the RSUs to Bolton Partners Ltd. and some direct reports of the Company’s CEO pursuant to the Liquidity Event Share Plan. These RSUs vest over three years in increments of 8.33% at the end of designated quarterly dates, starting with 625,000 RSUs on June 30, 2025, and continuing quarterly until March 31, 2028.
Page 27
BBB Foods Inc. and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025
|
Number of |
|
||
|
|
|
||
Outstanding as of January 1, 2025 |
|
|
— |
|
Granted during the year |
|
|
7,500,000 |
|
Vested RSUs during the year |
|
|
(1,875,000 |
) |
Outstanding as of December 31, 2025 |
|
|
5,625,000 |
|
Granted during the three-month period |
|
|
— |
|
Vested RSUs during the three-month period |
|
|
(625,008 |
) |
Outstanding as of March 31, 2026 |
|
|
4,999,992 |
|
Exercisable as of March 31, 2026 |
|
|
— |
|
On June 24, 2025, the Board of Directors designated Kamal Anthony Hatoum (Chief Executive Officer) as option plan administrator, to serve in that position as a “committee of one” for purposes of administering and interpreting the 2024 Post-IPO Equity Incentive Plan.
The share-based payments during the three-month periods ended March 31, 2026 and 2025 were recognized in administrative expenses as follows:
|
|
For the three-month periods ended |
|
|||||||
|
|
March 31, |
|
|
March 31, |
|
||||
Options granted - 2004 Option Plan |
|
Ps. |
|
56,632 |
|
|
Ps. |
|
100,174 |
|
Options granted - 2024 Equity Incentive Plan |
|
|
|
131,126 |
|
|
|
|
46,253 |
|
RSUs granted - 2024 Equity Incentive Plan |
|
|
|
62,060 |
|
|
|
|
66,863 |
|
RSUs granted - Liquidity Event Share Plan |
|
|
|
471,687 |
|
|
|
|
— |
|
Share-based payments |
|
Ps. |
|
721,505 |
|
|
Ps. |
|
213,290 |
|
In preparing these interim condensed consolidated financial statements, the Company has evaluated the events and transactions for recognition or disclosure subsequent to March 31, 2026, and through May 27, 2026 (date of approval of these interim condensed consolidated financial statements), and no significant subsequent events were identified.
The Company is involved in several lawsuits and claims derived from the ordinary course of business. It is expected that the outcome of these matters will not have significant adverse effects on the Company´s financial position or future consolidated results of operations.
As disclosed in the Company's 2025 annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 2, 2026, the Company recognized a one-time write-off of an account receivable relating to the termination of our payment terminal provider. Management continues to pursue legal proceedings against the provider.
Page 28
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to "Tiendas 3B," the "Company," "we," "our," "us" and similar terms are to BBB Foods Inc., together with its consolidated subsidiaries. The term "Mexican peso" and the symbol "Ps." refer to the legal currency of Mexico, and the term "U.S. dollar" refers to the legal currency of the United States.
This exhibit contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements for several reasons, including those described under “Special Note Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 2, 2026 (our "2025 Annual Report").
Our consolidated financial statements and interim condensed consolidated financial statements are presented in thousands of Mexican pesos, except as otherwise specified.
Overview
We are pioneers and leaders of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by our sales and store growth rates.
Our business model is simple yet disruptive: we offer a limited assortment of products that cover the daily
grocery needs of our clients. We price our products to offer what is generally market-leading value for money: the
lowest sustainable price in the market for a given quality. Our stores also offer convenience, since they are generally located within central neighborhoods that allow for daily visits and minimize transportation needs for our customers. Our customers visit us on average three to four times per week to fulfill one or two days of groceries.
The Tiendas 3B product range consists of approximately 850 to 900 SKUs of branded and private label products, plus an assortment of spot products.
The following analysis and discussion of our financial condition and results of operations as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 should be read in conjunction with our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, together with the notes thereto, included in our 2025 Annual Report, our unaudited interim condensed consolidated financial statements as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, included as Exhibit 99.1 to this report on Form 6-K, and the information set forth under “Presentation of Financial and Other Information” in our 2025 Annual Report. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period and the primary factors that accounted for those changes. We also discuss certain performance metrics that management uses to assess our performance.
Principal Factors Affecting our Results of Operations and Material Trends
Overall economic trends. The overall economic environment and related changes in consumer behavior have a significant impact on our business. Given we focus on consumer staples, shifts in economic conditions may increase or decrease customer spending at our stores. While improvements in economic conditions generally lead to increased spending, our business model naturally hedges against downturns as consumers seek affordability during economically challenging times. When economic conditions improve, we tend to retain these captured customers as they appreciate our focus not only on price but also on quality. Macroeconomic factors that can affect customer spending patterns, and thereby our results of operations, include employment rates, inflation, business conditions, the availability of credit, interest rates, flow of remittances from abroad, tax rates and fuel and energy costs.
Product mix, consumer preferences and demand. Our ability to continue appealing to existing customers and attract new ones depends on our capacity to originate, develop, and offer a compelling product assortment of private labels and branded products that is aligned to customer preferences. Although most of our products are staples, misjudging the market for our products may result in excess inventories or lower sales, impacting our sales growth and profitability.
Materialization of infrastructure investment to support growth. Our historical operating results reflect the impact of our ongoing investments to support our growth, including store expansion investments as well as in our proprietary warehouse and distribution network. We have made significant investments in our business that we believe have laid the foundation for continued profitable growth. We believe that strengthening our management team and enhancing our information systems, including our regional management, will enable us to support our continued growth and allow scaling our profitable business model.
Effective sourcing and distribution of products. Our sales and gross profit are affected by our ability to purchase the products we sell in sufficient quantities at competitive prices. We believe our suppliers have adequate capacity to meet our current and anticipated demand, in part because we collaborate and coordinate closely with them on the development of our private label products. However, our suppliers’ ability to timely manufacture and deliver the products may be subject to various factors, including, among others, changes to the prices and flow of goods and ingredients, logistics disruptions, availability and cost of raw materials and labor disruptions. Any disruption in our supply chain could adversely affect our sales and profitability, including due to an inability to procure and stock sufficient quantities of merchandise to match market demand and our expansion plans resulting in lost sales.
Inflation and deflation trends. Our financial results can be directly impacted by substantial increases in product costs due to commodity cost increases or general inflation, which could lead to a reduction in our sales as well as greater margin pressure if costs cannot be passed on to consumers. To date, changes in general inflation have not materially impacted our business. In response to increasing general inflation, we seek to minimize the impact of such events by sourcing our merchandise from different vendors, changing our product mix and increasing our pricing when necessary.
Natural disasters and unusual weather conditions (whether or not caused by climate change). The occurrence of one or more natural disasters, such as hurricanes, fires, floods, tornadoes, earthquakes or unusual weather conditions. If any of these events result in the closure, or a limitation on operating hours, of one or more of our distribution centers, a significant number of stores, our sourcing offices, our corporate headquarters or impact one or more of our key suppliers, our operations and financial performance could be materially and adversely affected through an inability or reduced ability to make deliveries or provide other support functions to our stores and through lost sales. These events also could affect consumer shopping patterns or prevent customers from reaching our stores, which could lead to lost sales and higher markdowns, new store or distribution center opening delays, the temporary or long-term disruption of product availability in our stores, the temporary or long-term inability to obtain or access technology needed to effectively run our business and disruption of our utility services or information systems. These events may also increase the costs of insurance if they result in significant loss of property or other insurable damage by us or in the market more generally. In the past, hurricanes impacting the coast of the state of Guerrero caused extensive damage and temporary store closures and a reassessment of our growth plan in that region.
2
Components of Our Results of Operations
The following is a summary of the principal line items comprising consolidated statements of profit or loss.
Revenue from Sales of Merchandise
Revenue from sales of merchandise represents the sale of products to customers net of returns made by customers. Additionally, revenue from sales of merchandise includes net revenues earned from service fees and commissions collected from clients that make payments to third parties at our stores such as cell-phone providers and utilities.
Sales of Recyclables
Sales of recyclables includes sales of ancillary materials used in our day-to-day operations, such as cardboard and stretch film, net of costs of delivery of these products based on established contractual terms and conditions.
Cost of Sales
Cost of sales represents the cost of merchandise that is sold at our stores, including logistics costs incurred in bringing each product to the final point of sale and warehousing costs, as well as depreciation of properties, furniture, equipment and leasehold improvements, right-of-use assets and shrinkage.
Gross Profit
Gross profit is equal to revenue from sales of merchandise and sales of recyclables net of cost of sales.
Sales Expenses
Sales expenses generally consist of expenses relating to our stores and the operation of our stores, including wages and salaries of store employees, depreciation of properties, furniture, equipment and leasehold improvements and right-of-use assets, amortization of intangible assets, energy expenses, social security contributions relating to store employees, maintenance and conservation expenses and cash-in-transit services.
Administrative Expenses
Administrative expenses generally consist of expenses relating to headquarters, regional offices and the back office, including wages and salaries of administrative employees, depreciation, and amortization, energy, social security contributions of administrative employees, payments relating to options granted under our share-based compensation plan, administrative services, advertising expenses, corporate services, maintenance and conservation expenses and professional fees.
Other Income—Net
Other income includes a variety of income streams, including revenues from asset disposals, reimbursement of costs, and insurance proceeds, among others.
Operating Profit
Operating profit is equal to gross profit net of sales expenses, administrative expenses, plus other income—net.
Financial Income
Financial income is comprised of interest generated on accounts or investments held by us.
3
Financial Costs
Financial costs are comprised principally of interest on lease liabilities, promissory notes, convertible notes and the financing of transportation and store equipment, including through reverse factoring arrangements we have entered into with Santander and HSBC.
Exchange Rate Fluctuation
Foreign currency transactions are translated to the functional currency using the exchange rates in effect on the transactions dates. Gains and losses on exchange fluctuations resulting from such transactions and for conversion at the exchange rates at the end of the year of monetary assets and liabilities denominated in foreign currency are recognized as exchange rate fluctuation gain or loss. After our IPO, we keep U.S. dollars deriving from the IPO proceeds on our balance sheet, which contributes to our exposure to exchange rate fluctuations.
Results of Operations
For the Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025
The following table presents data derived from our interim condensed consolidated statement of comprehensive income for the periods indicated:
|
For the Three-Month Periods Ended March 31, |
|
Variation |
|||||
|
2026 |
|
2025 |
|
|
|||
|
(thousands of Ps.) |
|
|
|
||||
Sales of merchandise |
Ps. |
22,828,010 |
|
Ps. |
17,105,497 |
|
33.5 |
% |
Sales of recyclables |
|
32,336 |
|
|
26,291 |
|
23.0 |
% |
Total revenue |
|
22,860,346 |
|
|
17,131,788 |
|
33.4 |
% |
Cost of sales |
|
(19,156,344) |
|
|
(14,388,253) |
|
33.1 |
% |
Gross profit |
|
3,704,002 |
|
|
2,743,535 |
|
35.0 |
% |
Sales expenses |
|
(2,364,285) |
|
|
(1,763,113) |
|
34.1 |
% |
Administrative expenses |
|
(1,379,176) |
|
|
(705,586) |
|
95.5 |
% |
Other income – Net |
|
21,029 |
|
|
22,579 |
|
(6.9) |
% |
Operating (loss) profit |
|
(18,430) |
|
|
297,415 |
|
(106.2) |
% |
Financial income |
|
36,084 |
|
|
37,779 |
|
(4.5) |
% |
Financial costs |
|
(457,303) |
|
|
(318,467) |
|
43.6 |
% |
Exchange rate fluctuation |
|
16,356 |
|
|
8,815 |
|
85.5 |
% |
Financial costs – Net |
|
(404,863) |
|
|
(271,873) |
|
48.9 |
% |
(Loss) profit before income tax |
|
(423,293) |
|
|
25,542 |
|
(1,757.2) |
% |
Income tax expense |
|
(134,966) |
|
|
(112,521) |
|
19.9 |
% |
Consolidated net loss for the period |
Ps. |
(558,259) |
|
Ps. |
(86,979) |
|
541.8 |
% |
Revenue from Sales of Merchandise
Revenue from sales of merchandise increased 33.5% to Ps.22,828,010 thousand for the three-month period ended March 31, 2026 from Ps.17,105,497 thousand for the three-month period ended March 31, 2025. Most of this increase was driven by sales from stores that have been operating for more than one year, and, to a lesser extent, the incremental sales from 580 net new stores opened since March 31, 2025. During the three-month period ended March 31, 2026 we experienced an 18.0% increase in the number of transactions, to 223 million transactions as compared to 189 million in the three-month period ended March 31, 2025. We also saw an increase in average ticket, from Ps.90.3 for the three months ended March 31, 2025 to Ps.102.6 for the three months ended March 31, 2026, an increase of 13.6%, mostly driven by an increase in items per ticket. Same Store Sales for the three-month period ended March 31, 2026 increased by 16.0%.
4
Sales of Recyclables
Sales of recyclables increased 23.0% to Ps.32,336 thousand for the three-month period ended March 31, 2026 from Ps.26,291 thousand for the three-month period ended March 31, 2025. The increase was mainly driven by an increase in sales, partially offset by a decrease in the cardboard price per ton.
Cost of Sales
Cost of sales increased 33.1% to Ps.19,156,344 thousand for the three-month period ended March 31, 2026 from Ps. 14,388,253 thousand for the three-month period ended March 31, 2025. The increase was attributable mainly to the increase in sales in existing stores and new stores. Our cost of sales as a percentage of total revenue was 83.8% and 84.0% for the three-month periods ended March 31, 2026 and 2025, respectively.
Gross Profit
Gross profit increased 35.0% to Ps.3,704,002 thousand for the three-month period ended March 31, 2026 from Ps.2,743,535 thousand for the three-month period ended March 31, 2025, and our gross profit margin, calculated as gross profit as a percentage of total revenue, was 16.2% and 16.0% for the three-month periods ended March 31, 2026 and 2025, respectively.
Sales Expenses
Sales expenses increased 34.1% to Ps.2,364,285 thousand for the three-month period ended March 31, 2026 from Ps.1,763,113 thousand for the three-month period ended March 31, 2025. Our sales expenses as a percentage of total revenue was 10.3% for the three-month periods ended March 31, 2026 and 2025. The increase in sales expenses was largely derived from the opening of new stores and an increase in headcount required to operate them.
Administrative Expenses
Administrative expenses increased 95.5% to Ps.1,379,176 thousand for the three-month period ended March 31, 2026 from Ps.705,586 thousand for the three-month period ended March 31, 2025. Our administrative expenses, as a percentage of total revenue, were 6.0% and 4.1% for the three-month periods ended March 31, 2026 and 2025, respectively. The increase in administrative expenses was principally due to (i) higher non-cash share-based payment expense, including the recognition of the Liquidity Event Share Plan adopted in February 2024 and granted by the Board of Directors in June 2025, subject to a quarterly vesting schedule, (ii) the hiring of additional headquarters personnel to support growth, and (iii) the expansion of regional operations as we opened new regions. Expenses recognized in respect of grants under our share-based compensation plan during the three-month periods ended March 31, 2026 and 2025 were Ps.721,505 thousand and Ps.213,290 thousand, respectively.
Other Income-Net
Other income-net for the three-month period ended March 31, 2026 was Ps.21,029 thousand, as compared to other income-net of Ps.22,579 thousand for the three-month period ended March 31, 2025. As a percentage of total revenue, other income-net remained flat at 0.1% for the three-month periods ended March 31, 2026 and 2025.
Operating (Loss) Profit
Operating loss was Ps.18,430 thousand for the three-month period ended March 31, 2026, compared to operating profit of Ps.297,415 thousand for the three-month period ended March 31, 2025, representing (0.1%) and 1.7% of total revenue for the three-month periods ended March 31, 2026 and 2025, respectively. The operating loss in 2026 was primarily driven by an increase in share-based payment expense recognition during the three-months period ended March 31, 2026. In addition, operating results for the period were impacted by strategic investments in new regions and initiatives aimed at strengthening the Company’s talent pool.
5
Financial Income
Financial income decreased 4.5% to Ps.36,084 thousand for the three-month period ended March 31, 2026 from Ps.37,779 thousand for the three-month period ended March 31, 2025. The decrease was primarily due to lower interest rates on the investments held by the Company.
Financial Costs
Financial costs increased 43.6% to Ps.457,303 thousand for the three-month period ended March 31, 2026 from Ps.318,467 thousand for the three-month period ended March 31, 2025. This increase was primarily driven by an increase in interest payment on leases to Ps.427,632 thousand for the three-month period ended March 31, 2026 from Ps.305,439 thousand for the three-month period ended March 31, 2025 in connection with incremental lease agreements for our expanding store base.
Exchange Rate Fluctuation
Exchange rate fluctuation gain increased to Ps.16,356 thousand for the three-month period ended March 31, 2026, from Ps.8,815 thousand for the three-month period ended March 31, 2025. The increase was driven by an increase in our foreign exchange monetary position for the three-month period ended March 31, 2026 compared to the three-month period ended March 31, 2025. This increase was partially offset by the appreciation of the Mexican peso against the U.S. dollar. Given our net exposure to U.S. dollar-denominated financial assets, primarily short-term bank deposits of the proceeds from our IPO, we recognized a gain upon translating the U.S. dollar value of those assets into Mexican pesos. See Note 15 to our interim condensed consolidated financial statements as of March 31, 2026 for further information.
Financial Costs-Net
Financial costs-net increased 48.9% to Ps.404,863 thousand for the three-month period ended March 31, 2026 from Ps.271,873 thousand for the three-month period ended March 31, 2025.
(Loss) Profit Before Income Tax
For the reasons described above, loss before income tax was Ps.423,293 thousand for the three-month period ended March 31, 2026 as compared to a profit before income tax of Ps.25,542 thousand for the three-month period ended March 31, 2025.
Income Tax Expense
Income tax expense increased 19.9% to Ps.134,966 thousand for the three-month period ended March 31, 2026 from Ps.112,521 thousand for the three-month period ended March 31, 2025. This change was primarily driven by an increase in taxable income.
Net (Loss) Profit for the Period
For the reasons described above, net loss was Ps.558,259 thousand for the three-month period ended March 31, 2026 as compared to a net loss of Ps.86,979 thousand for the three-month period ended March 31, 2025.
6
Liquidity and Capital Resources
Overview
Liquidity represents our ability to generate sufficient cash flows from operating activities to meet our obligations as well as our ability to obtain appropriate financing.
As a result of our inventory and account payables management strategy, we generally rely on our positive cash flow dynamics as a source of financing for our operations and expansion. We have historically benefited from our working capital dynamic driven from our favorable payable terms relative to the high rotation of our inventory and minimal receivable balances, as most of our sales from merchandise are received in cash at the time of sale. As a result, we can generate a significant amount of negative working capital from such timing differences. Our working capital, calculated as current assets minus current liabilities, was negative as of March 31, 2026 and 2025, in the amounts of Ps.6,365,299 thousand and Ps.3,046,496 thousand, respectively. As of March 31, 2026 and 2025, our total current assets amounted to Ps.9,699,768 thousand and Ps.8,714,762 thousand, respectively.
We have also used certain amounts of short-term and long-term debt with third parties to supplement our cash flows. As of March 31, 2026 and 2025, our long-term debt with third parties consisted of Ps.207,706 thousand and Ps.128,238 thousand, respectively.
We have entered into a supplier finance arrangement with Banco Santander Mexico, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (“Santander”) pursuant to which a participating supplier receives the original invoice amount discounted at an agreed rate, and we pay Santander the original amount of the invoice by the earlier of: (x) the date Santander pays the supplier plus the number of credit days originally agreed to with the supplier, and (y) 90 days after the supplier collects the invoice from Santander. The aggregate limit of amounts that may be invoiced under this supplier finance arrangement is Ps.800,000 thousand. Together with the revolving credit facility line described below (for an aggregate principal amount of Ps.426,000 thousand), the aggregate principal amount financeable under the Santander arrangements is Ps.1,226,000 thousand. Pursuant to the terms of this arrangement, we have created a trust that is meant to be an alternative source of payment in the case of a payment default. Cash flows from 419 stores are deposited in a bi-weekly minimum aggregate amount of Ps.300,000 thousand in the trust account as a pass-through and released to our treasury on a daily basis, as long as no payment default occurs. This trust also serves as an alternative source of payment for a revolving credit facility line we entered into with Santander for an aggregate principal amount of Ps.426,000 thousand. See Note 10 to our interim condensed consolidated financial statements as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, included as Exhibit 99.1 to this report on Form 6-K, for more information about this arrangement.
We and HSBC Mexico, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC (“HSBC”) have entered into a supplier finance arrangement (the “HSBC Supplier Finance Agreement”) and a revolving credit facility (the “HSBC Credit Line,” and together with the HSBC Supplier Finance Agreement, the “HSBC Agreement”). Effective September 17, 2025, the aggregate principal amount financeable under the HSBC Agreement is Ps.1,100,000 thousand. Pursuant to the terms of the HSBC Supplier Finance Agreement, participating suppliers may discount their invoices with HSBC, and they will receive the original invoice amount discounted at an agreed rate and we will then pay HSBC the original amount by the earlier of: (x) the date HSBC pays the supplier plus the number of credit days originally agreed to with the supplier, and (y) 90 days after the supplier collects the invoice from HSBC. The supplier selects the invoices to be discounted in accordance with the terms of this program. Once paid, such invoices are novated and the liability of the Company therefor is extinguished. Invoices that are not discounted with HSBC are payable to the supplier at the original maturity date. There are no commissions or interest payable to HSBC when invoices are discounted. In addition, under the terms of the HSBC Agreement, the Company must comply with certain covenants, including restrictions on dividends. Additionally, pursuant to the terms of the HSBC Agreement, we have created a trust that is meant to be an alternative source of payment in the case of a payment default, and into which Ps.880,000 thousand of cash flows must be deposited (as a pass-through) on the trust each month. However, the deposits are released daily to us so long as no payment default occurs.
7
We also maintain a syndicated loan facility which we entered into on September 10, 2025, which provides for credit in an aggregate principal amount of Ps.1,065,000 thousand, for potential long-term financing needs, with no amounts drawn as of the date of this current report.
We intend to increase our capital expenditures to support the growth in our business and operations. We believe that our existing cash and cash equivalents and the liquidity provided from other sources of funds will be sufficient to meet our anticipated cash needs for at least the next 12 months, considering our expected organic growth. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described under “Item 3. Key Information—D. Risk Factors” of our 2025 Annual Report. In addition, the impact of elevated interest rates has adversely affected the cost of borrowing, hedging activities and access to capital in general, which could limit our ability to obtain financing or hedges in a timely manner, on acceptable terms or at all.
Cash Flows
The following table sets forth certain consolidated cash flow information for the periods indicated:
|
For the Three Months Ended March 31, |
||||
|
2026 |
2025 |
|||
|
(thousands of Ps.) |
||||
Net cash flows provided by operating activities |
Ps. |
1,960,664 |
|
Ps. |
1,194,848 |
Net cash flows used in investing activities |
|
(683,204) |
|
|
(510,429) |
Net cash flows used in financing activities |
|
(1,362,452) |
|
|
(565,514) |
(Decrease) increase in cash and cash equivalents |
|
(84,992) |
|
|
118,905 |
Effect of foreign exchange movements on cash balances |
|
1,263 |
|
|
1,234 |
Net (decrease) increase in cash and cash equivalents |
Ps. |
(83,729) |
|
Ps. |
120,139 |
Net Cash Provided by Operating Activities
Net cash provided by operating activities was Ps.1,960,664 thousand and Ps.1,194,848 thousand for the three-month periods ended March 31, 2026 and 2025, respectively. Net cash provided by operating activities for the three-month period ended March 31, 2026 increased by Ps.765,816 thousand as compared to the three-month period ended March 31, 2025. This increase was primarily due to our favorable payable terms on inventory, which led to an increase in suppliers and other current liabilities.
Net Cash Used in Investing Activities
Net cash used in investing activities generally consists of expenses and capital expenditures to expand our number of stores and distribution centers, investments in our supply chain, including purchase and sale of property and equipment, and maintenance of existing stores. We expect to continue to use cash to make expenditures to open new stores, renovate existing stores and distribution centers, acquire store equipment and transportation equipment and invest in software.
Net cash used in investing activities was Ps.683,204 thousand and Ps.510,429 thousand for the three-month periods ended March 31, 2026 and 2025, respectively.
Net cash used in investing activities increased by Ps.172,775 thousand for the three-month period ended March 31, 2026 as compared to the three-month period ended March 31, 2025, mainly due to an increase in leasehold improvements and the expansion of our pipeline of stores and distribution centers during the three-month period ended March 31, 2026, which led to higher purchases of property and equipment and cold room installations.
8
Net Cash Used in Financing Activities
Net cash used in financing activities generally consists of transactions related to our short-term and long-term debt and financing obligations. Transactions with non-controlling interest shareholders, if any, would also be classified as cash flows from financing activities.
Net cash used in financing activities was Ps.1,362,452 thousand for the three-month period ended March 31, 2026, compared to net cash used in financing activities of Ps.565,514 thousand for the three-month period ended March 31, 2025.
Net cash used in financing activities increased by Ps.796,938 thousand for the three-month period ended March 31, 2026 as compared to net cash used in financing activities for the three-month period ended March 31, 2025, mainly driven by an increase in payments under our credit lines with Santander and HSBC and higher interest payments on leases.
Capital Expenditures
We make, and expect to continue to make, capital expenditures for store openings, renovation of existing stores and distribution centers, acquisitions of store equipment and transportation equipment, including as right-of-use assets, and investments in software.
For the year ending December 31, 2026, we have budgeted capital expenditures of approximately Ps.5,250,000 thousand, including approximately Ps.3,555,000 thousand for opening new stores and approximately Ps.490,000 thousand for opening four new distribution centers, which have been and will be funded through our operating activities. Out of that annual budget, we deployed Ps.1,089,705 thousand, or approximately 21% of the total, of which Ps.706,574 thousand was funded through cash for investing activities for the purchase of property, furniture, equipment and leasehold improvements, during the three months ended March 31, 2026. This compares to a deployment of Ps.736,305 thousand for the three months ended March 31, 2025, of which Ps.541,253 thousand was funded through cash for investing activities for the purchase of property, furniture, equipment and leasehold improvements. Our cash for investing activities for the purchase of property, furniture, equipment and leasehold improvements represented 3.1% and 3.2% of our total revenue for the three-month periods ended March 31, 2026 and 2025, respectively.
We expect to fund our capital expenditures program with a combination of cash flows from operations and additional financing. We cannot assure you that we will generate sufficient cash flow from operations, or that we will have access to external financing sources, to adequately fund such or any future capital expenditures.
Indebtedness
We have historically incurred limited amounts of third-party financing for our operations, including supplier financing lines, financial leases of transportation, certain store equipment and a credit facility, which has not been drawn down as of the date hereof.
9
Exhibit 99.3
RECENT DEVELOPMENTS
References herein to “Tiendas 3B,” the “Company,” “we,” “our,” “us” and similar terms are to BBB Foods Inc., together with its consolidated subsidiaries.
Shareholders Meeting and Board Elections
On April 29, 2026, we held our Annual General Meeting of Shareholders, where K. Anthony Hatoum and Juan Pablo Cappello were re-elected as Class II directors of the Company. Our shareholders also elected Halil Erdogmus as a Class II director of the Company for the first time, in place of Alexis Meffre, who elected not to stand for re-election. We are thankful to Mr. Meffre for his service on our board during a transformational time for our Company.
Proceedings Against Payment Terminal Provider
As disclosed in our 4Q25 results, we recognized a one-time write-off of an account receivable relating to the termination of our payment terminal provider. We continue to pursue legal proceedings against the provider. These proceedings are subject to the general risks of litigation described in our annual report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on April 2, 2026, including, among others, costs, counter legal actions, diversion of management time, adverse publicity or damage to our reputation and brand image, even if such actions are unfounded. Legal proceedings in Mexican courts may be protracted and success on the merits is not assured.
Other Recent Developments
In May 2026, Andrea Castelli assumed the role of Director of Information Technology at the Company following Pablo Grattarola's departure. We believe Mr. Castelli's experience and insight will be instrumental as we continue to scale.
Non-IFRS Financial Measures and Key Operating Metrics
Non-IFRS Financial Measures
For the convenience of investors, we present certain non-IFRS financial measures, which are not recognized under IFRS. 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 adjusted in the most comparable IFRS measure.
Non-IFRS financial measures do not have standardized meanings and may not be directly comparable to similarly titled measures adopted 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 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 measures may be different from the calculations used by other companies, including our competitors, and therefore, our measures may not be comparable to those of other companies.
|
As of and for the three months ended March 31, 2026 |
|
|
|
As of and for the year ended |
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|||||||||||||
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|
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2025 |
|
|
2024 |
|
|
2023 |
|
||||||||
|
(thousands of Ps. unless indicated otherwise) |
|
|||||||||||||||||
Net (loss) profit for the period |
Ps. |
|
(558,259 |
) |
|
Ps. |
|
(2,839,571 |
) |
|
Ps. |
|
334,422 |
|
|
Ps. |
|
(306,153 |
) |
EBITDA (Ps. thousands) |
Ps. |
|
554,199 |
|
|
Ps. |
|
1,223,914 |
|
|
Ps. |
|
2,847,108 |
|
|
Ps. |
|
1,882,958 |
|
Adjusted EBITDA (Ps. thousands) |
Ps. |
|
1,275,704 |
|
|
Ps. |
|
4,384,287 |
|
|
Ps. |
|
3,370,251 |
|
|
Ps. |
|
2,267,524 |
|
Net (loss) profit for the period |
US$ |
|
(30,900 |
) |
|
US$ |
|
(157,172 |
) |
|
US$ |
|
18,510 |
|
|
US$ |
|
(16,946 |
) |
EBITDA (US$ thousands)(1) |
US$ |
|
30,675 |
|
|
US$ |
|
67,744 |
|
|
US$ |
|
157,589 |
|
|
US$ |
|
104,223 |
|
Net margin (%) |
|
|
(2.4 |
%) |
|
|
|
(3.6 |
%) |
|
|
|
0.6 |
% |
|
|
|
(0.7 |
%) |
EBITDA Margin (%) |
|
|
2.4 |
% |
|
|
|
1.6 |
% |
|
|
|
5.0 |
% |
|
|
|
4.3 |
% |
Adjusted EBITDA Margin (%) |
|
|
5.6 |
% |
|
|
|
5.6 |
% |
|
|
|
5.9 |
% |
|
|
|
5.1 |
% |
1
The following is an explanation and, as applicable, reconciliations of our Non-IFRS financial measures.
EBITDA Calculations
Our management uses EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin to supplement IFRS measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. However, you should not consider these measures in isolation, as an alternative to net profit or loss, as an indicator of our operating or financial performance or as an indicator of cash provided by operating activities, or as a substitute for analysis of our results as reported under IFRS, since these measures do not reflect:
Since not all companies use identical calculations for these types of measures, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.
We calculate “EBITDA” as net profit (loss) for the period, plus income tax expense, financial costs, net, and total depreciation and amortization. We calculate “EBITDA Margin” for a period by dividing EBITDA for the corresponding period by total revenue for such period. We calculate “Adjusted EBITDA” by excluding non-cash share-based compensation expense from EBITDA and, in 2025, a one-time account receivable write-off. We calculate “Adjusted EBITDA Margin” for a period by dividing Adjusted EBITDA for the corresponding period by total revenue for such period.
Our management believes that EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin are useful metrics to measure our operational efficiency and financial soundness relative to other peers, as it excludes the impact of certain accounting and financing decisions.
Set forth below is a reconciliation of EBITDA and Adjusted EBITDA to net (loss) profit for the period.
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As of March 31, |
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As of December 31, |
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2026 |
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2025 |
|
|
2025 |
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|
2024 |
|
|
2023 |
|
||||||||||
|
(thousands of Ps. unless indicated otherwise) |
|
||||||||||||||||||||||
Net (loss) profit for the period |
Ps. |
|
(558,259 |
) |
|
Ps. |
|
(86,979 |
) |
|
Ps. |
|
(2,839,571 |
) |
|
Ps. |
|
334,422 |
|
|
Ps. |
|
(306,153 |
) |
Income tax expense |
|
|
134,966 |
|
|
|
|
112,521 |
|
|
|
|
443,751 |
|
|
|
|
383,124 |
|
|
|
|
205,248 |
|
Financial costs – net |
|
|
404,863 |
|
|
|
|
271,873 |
|
|
|
|
1,720,590 |
|
|
|
|
610,963 |
|
|
|
|
894,768 |
|
Total depreciation and |
|
|
572,629 |
|
|
|
|
407,695 |
|
|
|
|
1,899,144 |
|
|
|
|
1,518,599 |
|
|
|
|
1,089,095 |
|
EBITDA |
|
|
554,199 |
|
|
|
|
705,110 |
|
|
|
|
1,223,914 |
|
|
|
|
2,847,108 |
|
|
|
|
1,882,958 |
|
Share-based compensation expense |
|
|
721,505 |
|
|
|
|
213,290 |
|
|
|
|
2,930,222 |
|
|
|
|
523,143 |
|
|
|
|
384,566 |
|
Account receivable write-off |
|
- |
|
|
|
- |
|
|
|
|
230,151 |
|
|
|
- |
|
|
|
- |
|
||||
Adjusted EBITDA |
|
|
1,275,704 |
|
|
|
|
918,400 |
|
|
|
|
4,384,287 |
|
|
|
|
3,370,251 |
|
|
|
|
2,267,524 |
|
Total revenue |
Ps. |
|
22,860,346 |
|
|
Ps. |
|
17,131,788 |
|
|
Ps. |
|
78,152,943 |
|
|
Ps. |
|
57,439,019 |
|
|
Ps. |
|
44,078,459 |
|
Net margin (%)(2) |
|
|
(2.4 |
%) |
|
|
|
(0.5 |
%) |
|
|
|
(3.6 |
%) |
|
|
|
0.6 |
% |
|
|
|
(0.7 |
%) |
EBITDA Margin (%) |
|
|
2.4 |
% |
|
|
|
4.1 |
% |
|
|
|
1.6 |
% |
|
|
|
5.0 |
% |
|
|
|
4.3 |
% |
Adjusted EBITDA Margin (%) |
|
|
5.6 |
% |
|
|
|
5.4 |
% |
|
|
|
5.6 |
% |
|
|
|
5.9 |
% |
|
|
|
5.1 |
% |
Other financial data |
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|
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Lease payments(3) |
|
|
639,042 |
|
|
|
|
449,561 |
|
|
|
|
2,158,989 |
|
|
|
|
1,544,477 |
|
|
|
|
1,186,260 |
|
2
Key Operating Metrics
In addition, we present the following key operating metrics therein, which we believe serve as measures of our operations.
|
As of and for the three months ended March 31, 2026 |
|
|
As of and for the year ended December 31, |
|
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|
|
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|
2025 |
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|
2024 |
|
|
2023 |
|
||||
Same Store Sales Growth (%) |
|
16.0 |
% |
|
|
18.3 |
% |
|
|
13.4 |
% |
|
|
17.6 |
% |
Inventory Days (days) |
|
20 |
|
|
|
20 |
|
|
21 |
|
|
21 |
|
||
Payable Days (days) |
|
58 |
|
|
|
59 |
|
|
63 |
|
|
65 |
|
||
The following are explanations of how we calculate the key operating metrics and target unit economics that we present therein.
Same Store Sales
We measure “Same Store Sales” using revenue from sales of merchandise from stores that were operational for at least the full preceding 12 months for the periods under consideration. When calculating this measure, we exclude stores that were temporarily closed (for one month or more) or permanently closed during the periods in consideration.
We measure Same Store Sales growth by comparing the Same Store Sales of stores that were open during the measurement period. For example, if a store began operations on September 1, 2023, it would not be included in Same Store Sales growth for the years ending December 31, 2023 or 2024. However, such store would be included in Same Store Sales growth for the year ending December 31, 2025. Our calculation of Same Store Sales may differ from Same Store Sales or similar metrics reported by other retailers.
Our management believes that Same Store Sales is a relevant measure of the sales performance of a portfolio of stores that have been operating during the period under consideration. It enables us to assess how our existing stores’ sales over a comparable period are performing year-over-year, excluding the impact of new store openings or closures, allowing us to measure the growth performance attributable to the existing store base.
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 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.
3