Core Points - TH International Limited, operating as Tims China, will release its third quarter financial results on December 9, 2025, before the U.S. market opens [1] - A conference call will follow the results announcement at 8:00 AM EST, which will be accessible via webcast on the company's Investor Relations website [1] - Participants are encouraged to pre-register for the conference call using the provided link [2] Company Overview - TH International Limited is the exclusive master franchisee of Tim Hortons coffee shops in mainland China, Hong Kong, and Macau [2] - The company was founded by Cartesian Capital Group and Tim Hortons Restaurants International, a subsidiary of Restaurant Brands International [2] - Tims China's philosophy emphasizes world-class execution, data-driven decision making, local relevance, continuous innovation, community engagement, and convenience [3]

Group 1 - Tim Hortons China has signed a final agreement to issue secured convertible bonds with a total principal amount of approximately $89.9 million (about 652 million RMB) [1] - The new secured bonds will mature in September 2029, and part of the proceeds will be used to repurchase all outstanding floating-rate convertible preferred bonds due in 2026 [1] - The conversion price for the new secured bonds is set at 110% of the volume-weighted average price (VWAP) of the company's shares over the five trading days prior to the signing date [1] Group 2 - Tim Hortons Restaurants International GmbH (THRI) and Cartesian Capital Group have agreed to extend the maturity date of their unsecured convertible bonds from June 2027 to September 2029, aligning the conversion price with the new secured bonds [2] - The transaction has been approved by the company's board and is expected to be completed in the fourth quarter of 2025, subject to customary closing conditions, including regulatory approvals from Chinese authorities [2]

Core Viewpoint - Tim Hortons China has signed a final agreement to issue approximately $89.9 million in secured convertible bonds, while also amending the terms of its existing unsecured convertible bonds due in 2024 [1][3][4]. Group 1: Bond Issuance Details - The new secured convertible bonds will mature in September 2029 and will be backed by a 100% equity pledge of TH Hong Kong International Limited and a full asset mortgage of Tim Hortons China [3][4]. - The conversion price for the new secured bonds is set at 110% of the volume-weighted average price (VWAP) of the company's shares over the five trading days prior to the signing date [4]. Group 2: Existing Bond Amendments - Tim Hortons Restaurants International GmbH and Cartesian Capital Group have agreed to extend the maturity date of their unsecured convertible bonds from June 2027 to September 2029, aligning the conversion price with that of the new secured bonds [4]. Group 3: Transaction Approval and Timeline - The transaction has been approved by the company's board and is expected to be completed in the fourth quarter of 2025, subject to customary closing conditions, including regulatory approvals in China [4].

Core Viewpoint - TH International Limited, the exclusive master franchisee of Tim Hortons in China, has announced a definitive agreement for the issuance of Senior Secured Convertible Notes and amendments to existing unsecured convertible notes [1][4]. Transaction Overview - Tims China will issue senior secured convertible notes due September 2029 with an aggregate principal amount of approximately US$89.9 million [2]. - Proceeds from the new secured notes will be partially used to repurchase all outstanding amounts due under its variable rate convertible senior notes due 2026 [2]. Terms of New Secured Notes - The new secured notes will be convertible into newly issued ordinary shares of Tims China at a price equal to 110% of the five-day volume-weighted average share price prior to signing [3]. - The notes are secured by a pledge of 100% of the shares of TH Hong Kong International Limited and an all-asset debenture of Tims China [3]. Amendments to Existing Notes - Tim Hortons Restaurants International GmbH and Cartesian Capital Group have agreed to extend the maturity of their 2024 unsecured convertible notes from June 2027 to September 2029, with the conversion price reset to align with the new secured notes [4]. Approval and Closing - The transaction has been approved by the board of directors and is expected to close in the fourth quarter of 2025, pending customary closing conditions and regulatory approvals in China [4]. Additional Information - Further details regarding these transactions will be provided in a Form 6-K to be filed with the U.S. Securities and Exchange Commission by October 31, 2025 [5].

Financial Performance - Total revenues were RMB349.0 million (USD48.7 million), representing a 4.9% decrease from RMB366.8 million in Q2 2024[6] - Adjusted corporate EBITDA was RMB2.2 million (USD0.3 million), compared to RMB3.3 million in the same quarter of 2024[16] - Net loss from continuing operations was RMB75.9 million (USD10.6 million), an improvement from RMB99.5 million in Q2 2024[17] - Operating loss for the six months ended June 30, 2025 was RMB 133,082 thousand, down from RMB 175,975 thousand for the same period in 2024, indicating a 24.4% reduction in losses[42] - Basic and diluted loss per ordinary share for Q2 2025 was RMB 2.32, compared to RMB 1.45 in Q2 2024, indicating a worsening in per-share performance[43] - Adjusted net loss margin for Q2 2025 improved to -11.4%, compared to -12.9% in Q2 2024[49] - Adjusted basic and diluted net loss per ordinary share for Q2 2025 was RMB (1.21), down from RMB (1.50) in Q2 2024[50] Revenue Sources - Food revenue increased by 8.6% year-over-year, contributing 35.2% to system sales, up from 32.5% in Q2 2024[5] - Revenues from company-owned and operated stores for Q2 2025 were RMB 281,872, a decrease of 12.5% compared to RMB 322,311 in Q2 2024[45] Store Operations - System sales increased by 1.4% year-over-year to RMB409.5 million (USD57.2 million) in Q2 2025[1] - The number of franchised stores increased from 333 to 449 year-over-year, contributing to a 110.3% increase in profits from other revenues[7] - Total stores increased from 906 in March 2024 to 1,024 in March 2025, with a projected decrease to 1,015 by June 2025[21] - Same-store sales growth for system-wide stores improved from -13.6% in March 2024 to -4.8% in June 2025[22] Membership and Customer Engagement - Registered loyalty club members reached 26.2 million, reflecting a 22.4% year-over-year growth[6] - Registered loyalty club members grew from 20,009 thousand in March 2024 to 25,150 thousand in March 2025[22] Cost Management - Company owned and operated store costs decreased by 12.1% to RMB272.4 million (USD38.0 million) compared to Q2 2024[8] - The company reported a decrease in food and packaging costs for company-owned stores, from RMB 99,725 in Q2 2024 to RMB 84,807 in Q2 2025, a reduction of 14.9%[45] - Adjusted general and administrative expenses for Q2 2025 were RMB 34,614, representing 9.9% of total revenue, compared to 8.3% in Q2 2024[46] Cash Flow and Assets - Total cash and cash equivalents as of June 30, 2025, were RMB178.8 million (USD25.0 million), down from RMB184.2 million at the end of 2024[20] - Cash and cash equivalents at the end of Q2 2025 were RMB 178,758 thousand, an increase from RMB 168,867 thousand at the end of Q2 2024[44] - Total assets increased to RMB 1,563,534 thousand as of June 30, 2025, up from RMB 1,385,815 thousand at the end of 2024, marking a growth of 12.8%[39] Strategic Initiatives - The appointment of Lars Huang as brand ambassador aims to enhance brand reach, particularly among Gen Z consumers[24] - The company plans to expand its store network and optimize its cost structure to achieve profitable growth[33] - The gross number of new store openings will be monitored against permanent closures to assess net new store openings[25] - The company emphasizes data-driven decision-making and continuous innovation as part of its operational philosophy[35] - Forward-looking statements indicate potential growth and operational efficiency improvements, subject to market risks[33]

Financial Data and Key Metrics Changes - In Q2 2025, food revenue increased by 8.6% year over year, with food revenue contribution reaching a historical high of 35.2%, up 2.8 percentage points from 32.5% in 2024 [5] - System sales achieved a 1.4% year over year increase, while adjusted corporate EBITDA returned to positive, and adjusted net losses were reduced by 16.2% [6][19] - Monthly average transacting customers reached 3,590,000, a 14.3% increase from 3,140,000 in Q2 2024 [15] Business Line Data and Key Metrics Changes - Company-owned and operated store revenues dropped by 12.5% year over year due to planned closures of underperforming stores and a 3.6% decrease in same store sales growth [15] - Revenues from franchised and retail businesses increased by 50.7% year over year, with the number of franchised stores rising from 333 to 449 [16] - Food and packaging costs accounted for 30.1% of revenues from company-owned stores, with a reduction in labor costs and other operating expenses as a percentage of revenues [17] Market Data and Key Metrics Changes - The average number of members per store reached approximately 26,600, serving as a strong catalyst for future growth [7] - Digital orders as a percentage of total orders rose from 86.5% in Q2 2024 to an all-time high of 90.4% in Q2 2025 [15] Company Strategy and Development Direction - The company reinforced its coffee plus freshly prepared food strategy with the launch of the live lunch box platform and new combo products [5] - Plans to open around 200 new franchise stores in 2025, focusing on special channel store development in high-traffic locations [7] - The company aims to enhance operational efficiencies through supply chain optimizations and rigorous cost controls [19] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the second half of the year, expecting positive same store sales growth and continued improvements in profitability [21][45] - The company is focused on balancing the need for revenue growth with conservative operating capital management [30] Other Important Information - The company has established a unique coffee plus fresh prepared food business model, with a payback period of two to three years for franchise opportunities [22] - Marketing expenses as a percentage of total revenues increased to approximately 4% during the quarter, reflecting investments in the lunch box campaign [18] Q&A Session Summary Question: Current thinking on the rate of sub franchise applications and new store growth - Management clarified that 41 of the 49 closures in Q2 were non-MTO Express stores, with a target of around 200 new MTO stores in 2025 [25] Question: Sustainability of increased marketing expenses and impact on same store sales growth - Management noted that same store sales have been recovering well and expect positive growth in the third quarter [27] Question: Balancing investment for revenue growth with operating capital needs - Management indicated they are close to achieving operating cash flow self-sufficiency and are working on securing additional capital for growth [30] Question: Update on refinancing of convertible debt - Management confirmed good progress on refinancing and will disclose details when available [38] Question: Monetizing loyalty members and potential sales generation - Management acknowledged the challenge of deriving value from memberships and is working on product and campaign designs to attract spending [39] Question: Expectation of liquidity position improvement - Management expressed confidence in a good liquidity position and the approach to operating cash flow self-sufficiency [41]

Financial Data and Key Metrics Changes - In Q2 2025, food revenue increased by 8.6% year over year, with food revenue contribution reaching a historical high of 35.2%, up 2.8 percentage points from 32.5% in 2024 [6] - System sales grew by 1.4% year over year, while adjusted corporate EBITDA returned to positive, and adjusted net losses were reduced by 16.2% [7][21] - Monthly average transacting customers reached 3,590,000, a 14.3% increase from 3,140,000 in Q2 2024 [16] Business Line Data and Key Metrics Changes - Revenues from franchised and retail businesses increased by 50.7% year over year, with the number of franchised stores rising from 333 to 449 [18] - Company-owned and operated store revenues dropped by 12.5% year over year due to planned closures of underperforming stores and a 3.6% decrease in same-store sales growth [17] - Delivery orders for company-owned stores increased by 10.2% year over year, indicating a growing demand for delivery services [20] Market Data and Key Metrics Changes - The average number of registered loyalty club members reached 26.2 million, reflecting a 22.4% year over year growth [9] - Digital orders as a percentage of total orders rose from 86.5% in Q2 2024 to an all-time high of 90.4% in Q2 2025 [16] Company Strategy and Development Direction - The company reinforced its coffee plus freshly prepared food strategy with the launch of the live lunch box platform and new combo products [6] - A target to open around 200 franchise stores in 2025 was set, focusing on capital efficiency and convenience for customers [9] - The company aims to enhance operational efficiencies through supply chain optimizations and rigorous cost controls [21] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about achieving positive same-store sales in Q3 and the second half of the year, indicating a recovery trend [38] - The company is close to achieving operating cash flow self-sufficiency and is working on securing additional capital for growth [33][43] Other Important Information - Marketing expenses as a percentage of total revenues increased to approximately 4%, up 0.5 percentage points year over year, primarily to support the lunch box campaign [20] - The company is focused on monetizing its loyalty members and designing campaigns to increase their spending [41] Q&A Session Summary Question: Current thinking on the rate of sub franchise applications - Management clarified that 41 of the 49 closures in Q2 were non-MTO Express stores, and they expect over 100 net openings this year, targeting 200 to 300 new openings annually in the coming years [28] Question: Sustainability of increased marketing expenses - Management noted that same-store sales have been recovering well and expect positive growth in the second half of the year, attributing some marketing expenses to the lunch box campaign [30][31] Question: Balancing investment for growth with capital conservatism - Management indicated they are close to breakeven on adjusted corporate EBITDA and are working on securing additional financing to open more profitable stores while balancing financial positions [32][34] Question: Update on refinancing convertible debt - Management stated they are making good progress on refinancing and will disclose details when available [40] Question: Monetizing loyalty members - Management acknowledged the challenge of monetizing loyalty members and emphasized the need to design effective products and campaigns to increase member spending [41] Question: Expectation of liquidity position improvement - Management expressed confidence in their liquidity position, stating they are approaching operating cash flow self-sufficiency and are working to bring in new capital [43]

Business Performance - Total stores increased by 11.9% from 907 in Q2 2024 to 1,015 in Q2 2025[12] - Registered loyalty club members grew by 22.4% year-over-year, reaching 26.2 million in Q2 2025[12] - Digital orders accounted for 90.4% of revenues from company-owned stores in Q2 2025, a 3.9 percentage point increase year-over-year[12] - The company opened ~150 individual franchise stores across 14 provinces[40] Financial Results - Total revenues decreased by 4.9% from RMB 366.8 million in Q2 2024 to RMB 349.0 million in Q2 2025[12] - Revenues from company-owned stores decreased by 12.5% from RMB 322.3 million in Q2 2024 to RMB 281.9 million in Q2 2025[12] - System sales increased by 1.4% from RMB 403.8 million in Q2 2024 to RMB 409.5 million in Q2 2025[12] - Same-store sales growth for company-owned stores decreased by 10.2 percentage points from -13.8% in Q2 2024 to -3.6% in Q2 2025[12] - Adjusted corporate EBITDA margin decreased by 30bp from 0.9% in Q2 2024 to 0.6% in Q2 2025[10] Strategic Focus - The company focuses on profitable and capital-efficient growth[28]

Core Insights - TH International Limited, the exclusive operator of Tim Hortons in China, reported a 1.4% year-over-year increase in system sales to RMB409.5 million (USD57.2 million) for Q2 2025, alongside a positive adjusted corporate EBITDA of RMB2.2 million (USD0.3 million) [1][4][13] - The company achieved a significant growth in its loyalty program, with registered members reaching 26.2 million, marking a 22.4% increase year-over-year [1][5] Financial Performance - Total revenues for Q2 2025 were RMB349.0 million (USD48.7 million), reflecting a 4.9% decrease from RMB366.8 million in Q2 2024 [5][6] - Food revenue increased by 8.6% year-over-year, contributing 35.2% to system sales, up from 32.5% in Q2 2024 [3][4] - The company reported a net loss of RMB75.9 million (USD10.6 million) for Q2 2025, an improvement from a net loss of RMB99.5 million in the same quarter of 2024 [14][15] Operational Highlights - The company closed nine stores during the quarter, resulting in a net opening of 40 made-to-order (MTO) stores and the closure of 49 non-MTO stores [5][6] - The contribution margin from company-owned and operated stores was 9.6%, down from 10.1% in Q2 2024 [5][8] - The number of franchised stores increased from 333 as of June 30, 2024, to 449 as of June 30, 2025, contributing to a 50.7% increase in other revenues [5][8] Cost Management - Company-owned and operated store costs decreased by 12.1% year-over-year to RMB272.4 million (USD38.0 million) [7][8] - Food and packaging costs fell by 15.0% year-over-year, benefiting from improved supply chain efficiencies [7][8] - Payroll and employee benefits expenses decreased by 17.4% year-over-year, reflecting optimization in staffing arrangements [7][8] Marketing and Brand Development - The company launched the "Light & Fit Lunch Box" platform to enhance its product offerings and drive top-line growth [3][4] - Marketing expenses increased by 8.4% year-over-year to RMB13.9 million (USD1.9 million), primarily due to promotional efforts for new products [9][10] Liquidity Position - As of June 30, 2025, the company's total cash and cash equivalents were RMB178.8 million (USD25.0 million), a slight decrease from RMB184.2 million at the end of 2024 [17]

Core Viewpoint - TH International Limited, operating as Tims China, is set to release its second quarter 2025 financial results on August 26, 2025, before the U.S. market opens, followed by a conference call [1] Group 1: Company Overview - TH International Limited (Nasdaq: THCH) is the exclusive master franchisee of Tim Hortons coffee shops in mainland China, Hong Kong, and Macau [2] - The company was founded by Cartesian Capital Group and Tim Hortons Restaurants International, a subsidiary of Restaurant Brands International (TSX: QSR) (NYSE: QSR) [2] Group 2: Company Philosophy - The company's philosophy emphasizes world-class execution, data-driven decision making, local relevance, continuous innovation, community engagement, and convenience [3]