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Debt

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Debt [abstract]

Debt

Note 10 - Debt:

The Company’s debt is as follows:


	September 30, 2024		December 31, 2023
Short-term debt:
Short-term financing of transportation and store equipment	Ps.	115,197	Ps.	112,142
Supplier finance arrangement (1) (3)		559,229		449,850
Credit Lines (2) (3)		240,951		182,145
Total short-term debt	Ps.	915,377	Ps.	744,137
Long-term debt:
Long-term financing of transportation and store equipment	Ps.	88,273	Ps.	127,602
Promissory Notes		—		449,716
Total long-term debt	Ps.	88,273	Ps.	577,318
Total debt	Ps.	1,003,650	Ps.	1,321,455

(1)

According to an Agreement signed with Santander, the Company’s liability related to the accounts payable factored by its suppliers was allowed to be for an aggregate amount of up to Ps.500,000. As of September 30, 2024 and December 31, 2023, the Company had Ps. 181,229 and Ps. 284,080, respectively, available under this Agreement.

(2)

The Company’s liability to Santander related to the credit line had an aggregate amount of up to Ps. 100,000. On December 4, 2023, the Company increased the aggregate amount of the credit line up to Ps. 300,000. As of September 30, 2024 and December 31, 2023, the Company had an available credit line amount of Ps. 169,049 and Ps. 117,855, respectively. In addition, on December 4, 2023, the Company entered into an additional credit line agreement (leased contracts) with Santander for an amount of up to Ps. 200,000.

(3)

According to the HSBC Agreement, the Company´s liability to HSBC related to the supplier finance arrangement and the credit line for a combined aggregate amount of Ps. 450,000. As of December 31, 2023, the Company did not have an outstanding balance under the credit line; however, as of September 30, 2024, the Company had an outstanding balance under the credit line of Ps. 110,000. Consequently, as of September 30, 2024 and December 31, 2023, the Company had a total available amount of Ps. 99,542 and Ps. 216,070, respectively.

i. 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.


			Remaining contract	September 30,		December 31,
Institution	Concept	Effective rate	period (1)	2024		2023
Banco Mercantil del Norte	Transportation equipment	From 13.20 to 14.99	1 year	Ps.	149	Ps.	149
Daimler Chrysler Financial Services	Transportation equipment	From 12.20 to 12.90	1 year		114,532		111,551
Daimler Chrysler Financial Services	Transportation equipment	From 12.30 to 12.90	3 years		87,717		127,602
NR Finance México, S.A. de C.V. SOFOM E.N.R.	Transportation equipment	9.43	1 year		13		13
Toyota Financial Services	Transportation equipment	11.99	1 year		—		70
Grupo Financiero Santander	Transportation equipment	12.99	1 year		—		123
Baliequipment Sa D	Cooling equipment	12.98	1 year		—		236
ALD Market Innovation	Cooling equipment	10	1 year		503		—
ALD Market Innovation	Cooling equipment	10	2 year		556		—
Grupo Financiero Santander	Santander credit line	TIIE + 2.00	1 year		130,951		182,145
Grupo Financiero HSBC	HSBC credit line	TIIE + 3.25	1 year		110,000		—
Supplier finance arrangement	HSBC	N/A	N/A		240,458		233,930
Supplier finance arrangement	Santander	N/A	N/A		318,771		215,920
Total debt					1,003,650		871,739
Total short-term debt					915,377		744,137
Total long-term debt				Ps.	88,273	Ps.	127,602

(1)

Relates to the remaining period of the contract. Nevertheless, multiple contracts are included in each row. In addition, the value of the contract for 1 year and for more than one year is included.

ii. Promissory Notes

In February 2024, the Company repaid the outstanding amount of Senior, 2017 Junior and 2020 Junior Promissory Notes and Convertible Notes, with the proceeds of the IPO. As of December 31, 2023, the outstanding amount was Ps. 449,716 and the amount paid in February 2024 was Ps. 468,139.

As of December 31, 2023, the Company’s debt under the Promissory Notes was as follows:


	December 31, 2023
Promissory Notes	Amount of the Promissory Notes US$(1)		Currency	Principal Ps.(2)		Accrued Interest Payable Ps.(2)		Total Ps.(2)		Interest Rate			Maturity	Guarantee(3)
Non-Current Senior Promissory Notes (Note 9a)		94,747,329	US$	Ps.	7,834	Ps.	12,620	Ps.	20,454		14	%	Dec 2026	Guaranteed
2017 Junior Promissory Notes (Note 9b)		5,000,000	US$		13,515		20,627		34,142		15	%	Dec 2026	Guaranteed
2020 Junior Promissory Notes (Note 9c)		650,000	US$		9,291		5,827		15,118		14	%	Dec 2026	Guaranteed
Convertible Notes (Note 10a)		15,000,000	US$		248,569		131,433		380,002		14	%	Nov 2026	Guaranteed
Total		115,397,329		Ps.	279,209	Ps	170,507	Ps.	449,716

(1)

Amounts in the “Amount of the Promissory Notes” column is presented in the original issuance amount in US$.

(2)

Amounts in the “Principal”, “Accrued Interest Payable” and “Total” columns are presented in thousands of Mexican pesos. These columns correspond only to amounts due to non-related parties of BBB Foods Inc. The remainder of the amount of each Promissory Note is disclosed as debt to related parties (See Note 9).

(3)

On November 20, 2020, the Mexican Subsidiaries became guarantors of BBB Foods Inc.´s obligations under the Promissory Notes guaranteeing payment at maturity in case of default or breach of a covenants of BBB Foods Inc.

iii. Convertible Notes

On November 20, 2020, BBB Foods Inc. entered into a Junior Convertible Promissory Notes Agreement with LIV FD, S.A. de C.V., S.O.F.O.M., E.N.R.

Under the terms of this agreement, BBB Foods Inc. issued a first junior convertible promissory note in the amount of US$7,500,000 and on February 3, 2021, issued a second junior convertible promissory note in the amount of US$7,500,000, with issuance costs of US$112,500. Both instruments had a term of 6 years and mature on November 20, 2026, and bear interest at annual rate of 14% compounded quarterly, with principal and interest payable at maturity. The first and the second junior convertible promissory notes are referred to as the “Convertible Notes”.

Between May 20, 2025, and the maturity date, the Convertible Notes were convertible into Company’s common shares, at the option of the holder. Convertible Notes would be convertible into the number of Class C Shares equal to the outstanding principal amount plus the amount of all accrued and unpaid interest at the time of the conversion and divided by the Conversion Price (US$86.25).

According to the terms and conditions, the Convertible Notes included an option to acquire the Company’s equity at a determined price in U.S. dollars, which qualifies as an embedded derivative. This derivative had to be recognized as a financial instrument measured at fair value through profit or loss, as it was not closely related to the underlying Convertible Notes. However, the value of the embedded derivative as of February 14, 2024, and December 31, 2023, was not material.

With the proceeds of the IPO, the Company repaid the outstanding amount of Convertible Notes totaling US$23,229,744 (Ps. 396,485).

Note 14 - Debt

The Company’s debt is as follows:


	December 31, 2023		December 31, 2022
Short-term debt:
Short-term document payable	Ps.	112,142	Ps.	70,373
Supplier finance arrangement (1) (3)		449,850		338,336
Santander credit line (2)		182,145		82,527
Total of short-term debt	Ps.	744,137	Ps.	491,236
Long-term debt:
Long-term document payable	Ps.	127,602	Ps.	95,453
Promissory Notes		449,716		445,281
Total of long-term debt	Ps.	577,318	Ps.	540,734
Total debt:	Ps.	1,321,455	Ps.	1,031,970

(1)

According to the Agreement with Santander, the Company’s liability to Santander related to the accounts payable factored by its suppliers is allowed to be for an aggregate amount of up to Ps.350,000. On December 4, 2023, the Company agreed with Santander to increase the aggregate amount to Ps.500,000. As of December 31, 2023 and 2022, the Company had Ps.284,080 and Ps.11,664, respectively, available under the Agreement with Santander.

(2)

As of December 31, 2022, the Company’s liability to Santander related to the credit line in an aggregate amount of up to Ps.100,000. On December 4, 2023, the Company increased the aggregate amount of the credit line up to Ps.300,000. As of December 31, 2023 and 2022, the Company had an available credit line amount pending to be withdrawn of Ps.117,855 and Ps.17,473, respectively. In addition, on December 4, 2023, the Company entered into an additional credit line agreement with Santander for an amount of up to Ps.200,000. As of December 31, 2023, the Company had not used this credit line.

(3)

According to the HSBC Agreement, the Company's liability to HSBC related to the supplier finance arrangement and the credit line is for a combined aggregate amount of Ps.450,000. As of December 31, 2023, the Company did not have an outstanding balance under the credit line; however, the Company had an outstanding balance related to the supplier finance arrangement and, consequently, the Company had a total available amount of Ps.216,070.

i. Debt

Debt is an agreement for the financing of transportation and store equipment, which is pledged as collateral. As of December 31, 2023 and 2022, there were no current restrictions on the use of such pledged assets. Total short-term and long-term debt as of December 31, 2023 and 2022 was denominated, in Mexican peso and accrue monthly interest as shown below:

         Institution

         Concept

         Effective rate

         Remaining
contract
period (1)

         2023

         2022

Banco Mercantil del Norte

Transportation equipment

From 11.90 to 15.99

1 year

Ps.

149

Ps.

149

Daimler Chrysler Financial Services

Transportation equipment

From 11.25 to 13.20

1 year

111,551

67,563

Daimler Chrysler Financial Services

Transportation equipment

From 11.25 to 13.20

3 years

127,602

94,928

NR Finance México, S.A. de C.V. SOFOM E.N.R.

Transportation equipment

From 2.08 to 14.99

1 year

13

1,613

NR Finance México, S. A. de C. V. SOFOM E.N.R.

Transportation equipment

From 2.08 to 14.99

From 2 to 3 years

—

78

TOYOTA Financial Services

Transportation equipment

13.99

1 year

70

320

TOYOTA Financial Services

Transportation equipment

13.99

2 years

—

88

Grupo Financiero Santander

Transportation equipment

12.99

1 year

123

126

Grupo Financiero Santander

Transportation equipment

12.99

2 years

—

123

CETELEM SA de CV

Transportation equipment

From 12.74 to 14.00

1 year

—

131

Arrendadora Afirme

Transportation equipment

From 9.95 to 11.7

1 year

236

471

Arrendadora Afirme

Transportation equipment

11.7

3 years

—

236

Grupo Financiero Santander

Santander credit line

TIIE + 3.15

1 year

182,145

82,527

Supplier finance arrangement

HSBC

N/A

N/A

233,930

—

Supplier finance arrangement

Santander

N/A

N/A

215,920

338,336

Total of document payable

Ps.

871,739

Ps.

586,689

Total of short-term document payable

744,137

491,236

Total of long-term document payable

Ps.

127,602

Ps.

95,453

(1)

Relates to the remaining period of the contract. Nevertheless, multiple contracts are included in each row. In addition, the value of the contract for 1 year and for more than one year is included.

ii. Promissory Notes

As of December 31, 2023 and 2022, the Company’s debt under Promissory Notes was as follows:


	December 31, 2023
Promissory Notes	Amount of the Promissory Notes US$ (1)		Currency	Principal Ps.(2)		Accrued Interest Payable Ps.(2)		Total Ps.(2)		Interest Rate			Maturity	Guarantee(3)
Non-Current
Senior Promissory Notes (Note 13a)		94,747,329	US$		7,834		12,620		20,454		14	%	Dec 2026	Guaranteed
2017 Junior Promissory Notes (Note 13b)		5,000,000	US$		13,515		20,627		34,142		15	%	Dec 2026	Guaranteed
2020 Junior Promissory Notes (Note 13c)		650,000	US$		9,291		5,827		15,118		14	%	Dec 2026	Guaranteed
Convertible Notes (Note 14a)		15,000,000	US$	248,569(4)			131,433		380,002		14	%	Nov 2026	Guaranteed
Total		115,397,329			279,209		170,507		449,716

(1)

Amounts in the “Amount of the Promissory Notes” column is presented in the original issuance amount in US$.

(2)

Amounts in the “Principal”, “Accrued Interest Payable” and “Total” columns are presented in thousands of Mexican peso. These columns correspond only to amounts due to non-related parties of BBB Foods Inc. The remainder of the amount of each Promissory Note is disclosed as debt to related parties (see Note 13).

(3)


	December 31, 2022
Promissory Notes	Amount of the Promissory Notes US$ (1)		Currency	Principal Ps.(2)		Accrued Interest Payable Ps.(2)		Total Ps.(2)		Interest Rate			Maturity	Guarantee(3)
Non-Current
Senior Promissory Notes (Note 13a)		94,747,329	US$		8,979		11,179		20,158		14	%	May 2024	Guaranteed
2017 Junior Promissory Notes (Note 13b)		5,000,000	US$		15,489		17,866		33,355		15	%	May 2024	Guaranteed
2020 Junior Promissory Notes (Note 13c)		650,000	US$		10,649		4,241		14,890		14	%	May 2024	Guaranteed
Convertible Notes (Note 14a)		15,000,000	US$	284,882(4)			91,996		376,878		14	%	Nov 2026	Guaranteed
Total		115,397,329			319,999		125,282		445,281

(4)

Amounts in the “Amount of the Promissory Notes” column is presented in the original issuance amount in US$.

(5)

(6)

(7)

Includes the issuance costs of the Convertible Notes.

Convertible Notes: On November 20, 2020, BBB Foods Inc. entered into a Junior Convertible Promissory Notes Agreement with LIV FD, S.A. de C.V., S.O.F.O.M., E.N.R.

Under the term of this agreement, on November 20, 2020, BBB Foods Inc. issued a first junior convertible promissory note in the amount of US$7,500,000 with issuance costs of US$173,661 and on February 3, 2021, issued a second junior convertible promissory note in the amount of US$7,500,000, with issuance costs of US$112,500. Both instruments have a term of 6 years and mature on November 20, 2026, and bear interest at annual rate of 14% compounded quarterly, with principal and interest payable at maturity. The first junior convertible promissory note and the second junior convertible promissory note are referred to as the “Convertible Notes.” As of December 31, 2023 and 2022, the contractual payments of the Convertible Notes were US$22,830,216 (Ps.385,682), and US$19,857,885 (Ps.384,478), respectively.

Between May 20, 2025 and the maturity date, the Convertible Notes are convertible into ordinary shares of the Company, at the option of the holder. Convertible Notes will be convertible into the number of Class C Shares (rounded to the nearest whole number) equal to the outstanding principal amount plus the amount of all accrued and unpaid interest at the time of the conversion and divided by the Conversion Price (US$86.25), such amount may be adjusted after the issuance date for any share split, share combination or similar dilutive events that may occur with respect to Class C Shares. Since the functional currency of BBB Foods is the Mexican Peso and the Convertible Notes are denominated in U.S. dollars, the characteristic of an exchange of a fixed payment for a fixed amount of equity is not fulfilled as the exchange rate will be different depending on the date they are converted. In addition, as the holder decides when to convert the notes, there is uncertainty to determine the amount of principal and accrued interest from the start date of the contract until settlement. Therefore, it was determined that the Convertible Notes should be classified as financial liability.

According to the terms and conditions of the Convertible Notes, the option to acquire equity instruments of the Company meet the definition of a derivative, since the holder is entitled to receive shares of the Company at a determined price in U.S. dollars (but subject to variability for exchange fluctuations), which could be lower or higher than the fair value of the equity instruments at the date of the call option. Based on the foregoing, an embedded derivative exists under the Convertible Notes, and because it is not closely related to the underlying Convertible Notes it must be recognized as a financial instrument measured at fair value through profit or loss. However, the value of the embedded derivative as of December 31, 2023, 2022 and 2021, was nil.

As a subsequent event, between February 14 and 16, 2024, the Company repaid in full the outstanding amount of Senior, 2017 Junior and 2020 Junior Promissory Notes and Convertible Notes, in the aggregate amount of US$288,116,421 with the proceeds of the IPO (see Note 23).

See Note 13 for the terms and conditions of the remainder of the Company’s debt instruments.