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Earnings (loss) per share

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Note 16 - Earnings (loss) per share:

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 nine-month period ended on September 30, 2023, the Company did not present diluted earnings per share as it recognized a net loss for the period, which would result in an antidilutive effect.

For the nine-month period ended on September 30, 2024, the Company analyzed whether there were dilutive effects from potential ordinary shares arising from share-based payments and Convertible Note, as the Company recognized profit in such period. The Company determined that all of the 14,145,408 options (each of which grants each holder the right to receive three Class C common shares, derived from the 3-for-1 share split effected in connection with the IPO) granted to eligible employees, as noted in Note 17, have a dilutive effect. Additionally, in the estimation of the diluted earnings per share, the potential dilution of the Convertible Note is estimated until February 14, 2024, date on which it was settled.

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:


	For the three-month periods ended					For the nine-month periods ended
	September 30,		September 30,			September 30,		September 30,
	2024		2023			2024		2023

Net income available to common stockholders (basic)	Ps.	257,600				Ps.	357,993
Weighted average common shares (2)		112,200,752					107,798,668
Basic earnings per share	Ps.	2.30				Ps.	3.32
Net income available to common stockholders (diluted)	Ps.	258,008				Ps.	358,401
Diluted weighted average common shares (2)		142,254,384					137,894,806
Diluted earnings per share	Ps.	1.81					2.60

Not loss available to class A shares			Ps.	(339,051	)			Ps.	(209,169	)
Basic and diluted loss per class A share			Ps.	(28.25	)			Ps.	(17.43	)
Weighted average class A shares (1)				12,000,000					12,000,000

(1)

For the three-month and nine-month periods ended on September 30, 2023, the loss per share was estimated with the weighted average number of Class A shares, which totaled 4,000,000 shares. This estimation was based on the liquidity preference, as there is no contractual obligation for Class B, C, D, and E shares to absorb losses due to their differing liquidation rights. Furthermore, in January 2024, the Company enacted a 3-for-1 split of its common shares, resulting in a retrospective adjustment to the Class A common shares, increasing their number of shares to 12,000,000.

(2)

For the nine-month period ended on September 30, 2024, the weighted average common shares was no longer based on liquidity preference since it no longer exist by a redesignation of the existing shares into Class A, B and C shares; thus, the weighted average common shares includes Class A, B and C shares considering the 3-for-1 split of common shares occurred in January 2024.

Note 20 - Loss per share

Losses per share are classified as basic and diluted. Basic losses 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 losses are calculated by dividing the loss for the year 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 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. The Company has not presented diluted earnings per share as it has recognized a net loss for all periods, which would result in an antidilutive effect.

The information on earnings (loss) per share and number of shares used in the calculations of basic loss per share is shown below:


	December 31, 2023			December 31, 2022			December 31, 2021
Net loss for the year	Ps.	(306,153	)	Ps.	(565,110	)	Ps.	(816,674	)
Weighted average Class A shares (1) (2)		12,000,000			12,000,000			12,000,000
Basic and diluted loss per share		(25.51	)		(47.09	)		(68.06	)

(1)

The loss per share is estimated with the weighted average number of Class A shares, due to the liquidity preference since there is no contractual obligation from the class B, C, D, and E to share losses as they have different liquidation rights.

(2)

On January 29, 2024, a Board’s Resolutions meeting agreed a 3 for 1 share split (see Note 23), which resulted in a retrospective modification of the weighted average Class A shares only for purposes of the basic and diluted loss per share calculation. This split has no other effects in these financial statements and all related changes in the number of shares will be shown in subsequent financial statements starting in 2024.

The Company issued Convertible Notes which may be paid with Class C shares of the Company (see Note 14) and granted share-based payments with potentially dilutive effects for a weighted average amount of 14,415,106 shares without taking into account the 3-for-1 share split effected in connection with the IPO (out of which 14,150,408 shares correspond to share-based payments and 264,698 shares correspond to the Convertible Notes), 12,382,039 shares without taking into account the 3-for-1 share split effected in connection with the IPO (out of which 12,143,744 shares correspond to share-based payments and 238,295 shares correspond to the Convertible Notes), and 9,906,014 shares without taking into account the 3-for-1 share split effected in connection with the IPO (out of which 9,698,744 shares correspond to share-based payments and 207,270 shares correspond to the Convertible Notes) for the years ended December 31, 2023, 2022, and 2021, respectively, but which were not included in the calculation as they have anti-dilutive effects.