<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 7, 1996
BRAZIL FAST FOOD CORP.
(Exact name of Registrant as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-23278 13-3688737
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
</TABLE>
Praia do Flamengo
200-22o. Andar
CEP 22210-30, Rio de Janeiro, Brazil N/A
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 55 21 285 2424
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of BigBurger Ltda. and affiliates (collectively,
"BigBurger").
(i) Report of Bendoraytes, Aizenman & Cia., Independent
Public Accountants;
(ii) Combined Balance Sheets of BigBurger as of June 30,
1996 (unaudited) and as of December 31, 1995 and 1994;
(iii) Combined Statements of Operations of BigBurger for the
six months ended June 30, 1996 (unaudited) and June 30,
1995 (unaudited) and for the years ended December 31,
1995 and 1994;
(iv) Combined Statements of Stockholders' Equity of
BigBurger for the six months ended June 30, 1996
(unaudited) and for the years ended December 31, 1995
and 1994;
(v) Combined Statements of Cash Flows of BigBurger for the
six months ended June 30, 1996 (unaudited) and June
30, 1995 (unaudited) and for the years ended December
31, 1995 and 1994; and
(vi) Notes to Combined Financial Statements.
(b) Pro Forma Financial Information.
(i) Unaudited Pro Forma Balance Sheet as of June
30, 1996;
(ii) Unaudited Pro Forma Statement of Operations
for the six months ended June 30, 1996;
(iii) Unaudited Pro Forma Statement of Operations
for the Year Ended December 30, 1995; and
(iv) Notes to Unaudited Pro Forma Financial Information.
(c) Exhibits.
(i) Exchange Agreement dated July 24, 1996 among
Registrant, BigBurger Ltda., BigBurger Niteroi
Lanchonetes Ltda.,
2
<PAGE>
BigBurger Fortaleza Lanchonetes Ltda., BigBurger
Aracaju Lanchonetes Ltda., BigBurger Porto Alegre
Lanchonetes Ltda., and BigBurger Recife Lanchonetes
Ltda.*
- ----------------
* Heretofore filed.
3
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Directors and Shareholders of
BIGBURGER
Rio de Janeiro - Brazil
We have audited the accompanying combined balance sheets of BIGBURGER (as
defined in Note 1) as of December 31, 1995 and 1994, and the related combined
statements of operations, cash flows and changes in shareholders' equity for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BIGBURGER as of December
31, 1995 and 1994, and the results of their operations and their cash flows for
the years then ended in conformity with generally accepted accounting principles
in the United States of America.
As described in Note 3, the accompanying financial statements expressed in
Brazilian reais have been fully indexed using appropriate indices to recognise
the effects of changes in purchasing power of the Brazilian currency which
conforms with generally accepted accounting principles in the United States of
America.
BENDORAYTES, AIZENMAN & CIA
Auditores Independentes
Jose Bendoraytes Filho
Contador - CRC RJ 40.693-4
October 2, 1996
<PAGE>
BIG BURGER
COMBINED BALANCE SHEETS
(expressed in thousands of constant Brazilian Reais - R$, of June 30, 1996)
<TABLE>
<CAPTION>
As of
June 30,1996 As of As of
(Unaudited) December 31, 1995 December 31, 1994
---------------- -------------------- --------------------
<S> <C> <C> <C>
ASSETS
CURRENT
. Cash and cash equivalents 259 156 79
. Customer accounts receivable, net 635 395 187
. Inventories 519 421 176
. Other accounts receivable 307 265 116
----------- ----------- -----------
Total current assets 1,720 1,237 558
----------- ----------- -----------
FIXED ASSETS, net 1,543 1,491 1,096
----------- ----------- -----------
DEFERRED CHARGES, net 134 134 178
----------- ----------- -----------
3,397 2,862 1,832
=========== ============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
. Accounts payable 267 294 143
. Accrued liabilities 131 112 61
. Payroll and related accruals 80 41 25
. Income taxes payable 959 754 391
. Taxes other than income taxes 110 128 88
. Other liabilities 38 45 34
----------- ----------- -----------
Total current liabilities 1,585 1,374 742
----------- ----------- -----------
LOANS AND FINANCING 251 197 126
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTES 9 AND 10)
STOCKHOLDERS' EQUITY
. Monetarily corrected share capital 172 154 116
. Retained earnings 1,389 1,137 848
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY 1,561 1,291 964
----------- ----------- -----------
3,397 2,862 1,832
=========== =========== ===========
</TABLE>
<PAGE>
BIG BURGER
Combined Statements of Operations
(expressed in thousands of constant Brazilian Reais - R$, of June 30, 1996)
<TABLE>
<CAPTION>
Six months ended Six months ended
June 30, 1996 June 30, 1995 Year ended Year ended
(Unaudited) (Unaudited) December 31, 1995 December 31, 1994
---------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES:
. Restaurant sales 4,982 5,188 9,490 9,722
COSTS AND EXPENSES:
. Cost of restaurant sales (1,917) (1,999) (3,656) (3,736)
. Restaurant payroll and other employee
benefits (979) (1,042) (1,886) (1,962)
. Restaurant occupancy and other expenses (592) (651) (1,092) (1,212)
. Depreciation and amoritization (164) (246) (357) (237)
. Other operating expenses (415) (446) (813) (810)
. Selling expenses (165) (173) (315) (323)
. General and administrative expenses (293) (306) (719) (573)
---------------- ---------------- --------------- ---------------
Total costs and expenses (4,525) (4,863) (8,838) (8,853)
---------------- ---------------- --------------- ---------------
Income from operations 457 325 652 869
Provision for income taxes (205) (146) (363) (391)
---------------- ---------------- --------------- ---------------
NET INCOME 252 179 289 478
================ ================ =============== ===============
</TABLE>
<PAGE>
BIG BURGER
Combined Statement of Changes in Stockholders' Equity
(expressed in thousands of constant Brazilian Reais - R$, of June 30, 1996)
MONETARILY
CORRECTED RETAINED
SHARE CAPITAL EARNINGS TOTAL
============= ========== ==========
BALANCES AT DECEMBER 31, 1993 85 370 455
Capital contributions 31 - 31
Net income for the year - 478 478
---------- ---------- ----------
BALANCES AT DECEMBER 31, 1994 116 848 964
Capital contributions 38 - 38
Net income for the year - 289 289
---------- ---------- ----------
BALANCES AT DECEMBER 31, 1995 154 1,137 1,291
Capital contributions (unaudited) 18 - 18
Net income for the period (unaudited) - 252 252
---------- ---------- ----------
BALANCES AT JUNE 30, 1996 (unaudited) 172 1,389 1,561
========== ========== ==========
<PAGE>
BIG BURGER
Combined Statements of Cash Flows
(expressed in thousands of constant Brazilian Reais - R$, of June 30, 1996)
<TABLE>
<CAPTION>
Six months Six months
ended ended
June 30, 1996 June 30, 1995 Year ended Year ended
(Unaudited) (Unaudited) December 31, 1995 December 31, 1994
------------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Cash provided by operations:
Net income 252 179 289 478
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 164 246 357 237
Increase in customers
accounts receivable, net (240) (271) (208) (96)
Increase in inventories (98) (312) (245) (85)
Increase in other
accounts receivable (42) (64) (149) (114)
Increase in deferred charges (23) (7) (60) -
Increase/decrease in accounts
payable (27) 278 151 (14)
Increase/decrease in accrued
liabilities 19 125 51 (6)
Increase in payroll and related
accruals 39 93 16 18
Increase in income taxes
payable 205 146 363 88
Increase/decrease in taxes other
than income taxes (18) 23 40 (78)
Increase/decrease in other
liabilities (7) 34 11 -
-------- ------- --------- --------
Cash flows provided by operating
activities 224 470 616 428
-------- ------- --------- --------
Cash flows from investing activities:
Additions and disposals of fixed
assets (193) (436) (648) (544)
-------- ------- --------- --------
Cash flows used in investing activities (193) (436) (648) (544)
-------- ------- --------- --------
Cash flows from financing activities:
Increase in bank loans 54 67 71 126
Capital contributions 18 - 38 31
-------- ------- --------- --------
Cash flows provided by financing
activities 72 67 109 157
-------- ------- --------- --------
Increase in cash and cash equivalents 103 101 77 41
Cash and cash equivalents at beginning
of period 156 79 79 38
-------- ------- --------- --------
Cash and cash equivalents at end of
period 259 180 156 79
======== ======= ========= ========
</TABLE>
<PAGE>
BIGBURGER
NOTES TO THE FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1996, (Unaudited) and June 30, 1995
(unaudited) and Years Ended December 31, 1995 and December 31, 1994 (In
thousands of constant Brazilian Reais-R$, of June 30, 1996)
1. OPERATIONS
Bigburger as it is identified for the purposes of this reporting process is
the result of the combination of operations of 22 restaurants doing business in
the hamburger fast food segment in the Brazilian cities of Porto Alegre,
Joinvile, Sao Paulo, Santos, Guaruja, Rio de Janeiro, Niteroi, Vilar dos Teles,
Salvador, Aracaju, Petrolina and Fortaleza in the following company names:
. Bigburger Ltda
. Bigburger Porto Alegre Ltda
. Bigburger RJ Lanchonetes Ltda
. Norte Center Lanches Ltda
. Bigburger Niteroi Lanchonetles Ltda
. Bigburger Salvador Lanchonetes Ltda
. Bigburger Aracaju Lanchonetes Ltda
. Bigburger Recife Lanchonetes Ltda
. Bigburger Fortaleza Lanchonetes Ltda
2. FINANCIAL STATEMENT PRESENTATION
In order that a meaningful presentation of financial information is made for the
purposes hereof, the financial statements of the companies listed above, which
are under common control, have been combined to be presented as one company that
is denominated Bigburger. The procedures adopted for this purpose can be
summarized as follows:
a. Operating income and related costs and expenses generated by operations
other than hamburger fast food restaurants, are segregated and are not
considered in this presentation;
b. Assets and liabilities directly identified with operations other than
hamburger fast food restaurants are eliminated for the purposes of
reporting;
c. Intercompany assets, liabilities and results of operations have been
eliminated.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Generally Accepted Accounting Principles ("GAAP")
These financial statements have been prepared in accordance with GAAP in the
United States. Such accounting principles differ in certain respects from
Brazilian GAAP, which is applied by Bigburger for annual financial statement
preparation. In addition, certain reclassifications and changes in terminology
have been made to financial statements previously issued in order that the
present financial statements conform with reporting practices prevailing in the
United States. All amounts in Brazilian currency, that existed prior to the
adoption of the real, have been restated in constant Brazilian reais of June 30,
1996 purchasing power.
b. Constant currency restatement
The accompanying financial statements have been indexed and expressed in
currency of constant purchasing power of June 30, 1996 by using the monthly
average values of the fiscal reference unit, Unidade Fiscal de Referencia
("UFIR"), depending on the nature of the account.
The value of the UFIR in Brazilian reais at December 31 of each of the years
1994 and 1995 and at June 30, 1996, and the periodic inflation as measured
by the UFIR were as follows:
Value of 1.0 Inflation for
UFIR units the period
Period/year of one real %
- ----------- ------------ -------------
1994 0.6767000 904.3
1995 0.8287000 22.4
Six months ended June 30, 1996 0.8847000 6.7
<PAGE>
BIGBURGER
NOTES TO THE FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1996, (Unaudited) and June 30, 1995
(unaudited) and Years Ended December 31, 1995 and December 31, 1994
(In thousands of constant Brazilian Reais-R$, of June 30, 1996)
For all periods presented, the UFIR has been the officially prescribed index
required to be used under Brazilian GAAP and Bigburger believes it is an
appropriate index of general price level inflation to be used under US GAAP.
Items in the income statement are adjusted to the balance sheet date by:
. Allocating inflationary holding gains or losses on interest bearing monetary
assets and liabilities to their corresponding income and expense captions;
. Allocating inflationary holding gains and losses from other monetary items to
their corresponding income and expense captions.
c. INVENTORIES
Inventories, consisting mainly of food, beverages and supplies, are stated at
the lower of indexed cost or replacement value. Cost of inventories is
determined principally on the average cost basis.
d. FIXED ASSETS
Are stated at price-level adjusted cost, less price-level adjusted accumulated
depreciation. Depreciation is provided using the straight-line method on the
estimated useful lives of the related assets.
Annual depreciation rates are as follows:
Term of the related rent contract, or
Leasehold improvements estimated useful lives, whichever is shorter
Machinery and equipment 10%
Furniture and fixtures 10%
Contract terms for the rented buildings, in general, range between 5 to 10
years.
Repairs and maintenance are charged to operations as incurred. When assets are
sold, retired, or otherwise disposed of, the applicable costs and accumulated
depreciation are removed from the accounts and the resulting gain or loss is
recognized.
e. DEFERRED CHARGES
Deferred charges, which relate to leasehold premiums paid in advance for rented
outlet premises are stated at price-level adjusted cost, less price-level
adjusted accumulated amortization.
The amortization period is the term of the related rental contract, which, in
general, ranges between 5 and 10 years.
f. REVENUE RECOGNITION
Revenues, whether these consist of sales to final consumers or other income, are
recognized when earned.
g. SEGMENT INFORMATION
Bigburger Ltda operates primarily in the sale of hamburger fast food to final
consumers. All of Bigburger's sales are made within Brazil.
h. RECENTLY ISSUED ACCOUNTING STANDARDS
During March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting
for the Impairment of Long Lived Assets and for Long Lived Assets to Be Disposed
Of." This statement establishes financial accounting and reporting standards for
the impairment of long lived assets, certain identifiable intangibles and
goodwill related to those assets to be held and used, and for long lived assets
and certain identifiable intangibles to be disposed of. This statement is
effective for financial statements for fiscal years beginning after December 15,
1995, although earlier application is encouraged. The Company does not expect
that the adoption of SFAS 121 will have a material effect on its financial
statements.
i. UTILIZATION OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
4. PROPERTY AND EQUIPMENT, NET
June 30, December 31, December 31,
1996 1995 1994
(unaudited)
Leasehold improvements 860 781 647
Machinery and equipment 532 567 357
Furniture and fixtures 353 433 448
Other 361 301 191
------ ------ ------
2,106 2,082 1,643
Less accumulated depreciation
and amortization ( 563) ( 591) ( 547)
------- ------- -------
1,543 1,491 1,096
------ ------ ------
<PAGE>
BIGBURGER
NOTES TO THE FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1996, (Unaudited) and June 30, 1995
(unaudited) and Years Ended December 31, 1995 and December 31, 1994
(In thousand of constant Brazilian Reais-R$, of June 30, 1996)
5. DEFERRED CHARGES, NET
<TABLE>
<CAPTION>
June 30, December 31, December 31,
1996 1995 1994
<S> <C> <C> <C>
Leasehold premiums 345 322 262
Less accumulated amortization (211) (188) ( 84)
------- ------- ------
134 134 178
------- ------- ------
</TABLE>
6. TAXATION
The Company has provided for income taxes in the accompanying financial
statements based on the results of operations as combined herein. Income taxes
are accounted for in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes". The effect of deferred income taxes is
not material. The provision for income taxes is primarily comprised of income
taxes payable to the Brazilian federal government.
7. LOANS AND FINANCING
Loans and financing consists of a balance of financing contract with Banco
Sudameris Brasil S.A. correspondent to foreign currency (US$) subject to
exchange variation and interest of 27% a year, due every six months, and
maturing June 1998. The contract is guaranteed by a real estate of a related
company.
8. SHAREHOLDERS' EQUITY
The monetarily corrected share capital of Bigburger at June 30, 1996
(unaudited) is thousands of reais, R$ 172, represented by quotas issued and
fully paid. The combined capital of Bigburger is broken down as follows:
Number of Combined
quotas amount
--------- --------
. Bigburger Ltda. 121,454 155
. Bigburger Porto Alegre Ltda. 1,000 1
. Bigburger RJ Lanchonetes Ltda. 1 -
. Norte Center Lanches Ltda. 2,250 2
. Bigburger Niterol Lanchonetes Ltda. 2,450,000 1
. Bigburger Salvador Lanchonetes Ltda. 1 -
. Bigburger Aracaju Lanchonetes Ltda. 1 -
. Bigburger Recife Lanchonetes Ltda. 12,802 12
. Bigburger Fortaleze Lanchonetes Ltda. 1,500,000 1
---
172
===
9. LEASES
As at June 30, 1996 Bigburger's operations combined here comprise 22 hamburger
fast food outlets leased under operating leases. In addition to fixed lease
obligations, Bigburger pays a percentage of sales for various hamburger fast
food outlets that vary from 3 to 8% of gross sales.
Future minimum lease commitments of the Company are as follows:
1996 534
1997 478
1998 466
1999 370
2000 246
2001 and thereafter 329
Total rent expense for the six months ended June 30, 1996, (unaudited) and for
the years ended December 31, 1995 and 1994 was 592, 1,092 and 1,212,
respectively.
10. CONTINGENCIES
In the normal course of business, Bigburger is involved in legal procedures and
claims with both private and governmental parties. Bigburger is contesting the
assessment of certain value-added taxes (ICMS), pending the resolution of
judicial proceedings.
The income tax declarations of Bigburger are open to examination and possible
reassessment by the fiscal authorities during a prescriptive period of five
years. Other taxes and contributions are subject to examination for varying
perscriptive periods.
<PAGE>
BIGBURGER
NOTES TO THE FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1996 (Unaudited) and June 30, 1995 (unaudited)
and Years Ended December 31, 1995 and December 31, 1994
(In thousands of constant Brazilian Reais-R$, of June 30, 1996)
12. SUBSEQUENT EVENT
As at July 24, 1996 Bigburger has entered into an agreement to sell 100% of its
hamburger fast food restaurant business to Brazil Fast Food Corporation, that
consists of outlet assets (goodwill and equipment) and transfer of related lease
contracts.
13. UNAUDITED INTERIM
FINANCIAL INFORMATION
The financial statements as of June 30, 1996, and for the six months ended June
30, 1996 and 1995 are unaudited. In the opinion of management, all adjustments
necessary for a fair presentation of the financial statements, which are of a
normal recurring nature, for these interim periods have been included. The
results for the interim periods are not necessarily indicative of the results
for the full fiscal year.
<PAGE>
BRAZIL FAST FOOD CORP. AND BIG BURGER
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
INTRODUCTION TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
On July 24, 1996, Brazil Fast Food Corp. ("BFFC") consummated the Acquisition of
each of BigBurger Ltda. and five of its affiliates (collectively, "BigBurger").
The accompanying unaudited pro forma balance sheet as of June 30, 1996 presents
the consolidated financial position of BFFC and BigBurger, assuming the
Acquisition had been completed at June 30, 1996. The unaudited pro forma
statements of operations for the year ended December 31, 1995 and for the six
months ended June 30, 1996 reflect the Acquisition as if it had been consummated
at the beginning of the periods presented.
In the Acquisition, BFFC acquired the Assets, as defined in the Exchange
Agreement, of BigBurger in exchange for 1,520,000 shares of BFFC common stock.
Of the shares issued to BigBurger, 228,000 shares have been pledged in favor of
BFFC as collateral security for the transfer of the operating leases to be
releases and an additional 228,000 shares have been pledged in favor of BFFC as
collateral security for the truth and accuracy of the several representations
and warranties made by BigBurger in the acquisition agreement. The Acquisition
will be accounted for as a purchase by BFFC.
The pro forma financial information does not purport to be indicative of the
results which would have actually been obtained had such transactions been
completed as of the assumed dates and for the periods presented or which may be
obtained in the future. The pro forma adjustments described in the notes to the
pro forma financial statements reflect the preliminary allocation of the
purchase price to net assets and is subject to final determination.
The pro forma adjustments are based on available information and upon certain
assumptions that management believes are reasonable under the circumstances;
however, the actual recording of the Acquisition (which management does not
expect to vary materially) will be based on appraisals, evaluations and
estimates of fair values. If these appraisals and evaluations identify assets
with values that differ from this estimate, such assets will be amortized over
their expected useful lives. Management has determined a 20-year amortization
period to be appropriate for intangible assets identified (including goodwill,
if any) based on the historical results of operations of BigBurger and the
anticipated demand for its products. Periodically, but no less than quarterly,
management will evaluate the relative fair market value of the intangible assets
identified (including goodwill, if any) in the Acquisition of BigBurger by
estimating the future cash flow streams of the related business lines and
comparing the present value of the result of that estimation to the carrying
value of the related assets. Impairments, if any, measured as the difference
between the estimated future cash flows and the carrying value of the assets,
will be charged to operations when identified, in accordance with Statement on
Financial Accounting Standards No. 121.
<PAGE>
Brazil Fast Food Corp. and BigBurger
Pro Forma Balance Sheet
As of June 30, 1996
(Unaudited)
(000's of $R)
<TABLE>
<CAPTION>
ASSETS Brazil Fast Pro Forma
Food Corp. BigBurger Adjustments Combined
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents 1,264 259 1,523
Customer accounts receivable, net 735 635 1,370
Inventories 513 519 1,032
Other current assets 1,513 307 1,820
------------ ------------ ------------
Total current assets 4,025 1,720 5,745
------------ ------------ ------------
PROPERTY AND EQUIPMENT, net 9,035 1,543 10,578
------------ ------------ ------------
OTHER ASSETS:
Deferred charges, net 1,185 134 1,319
Purchase price in excess of net assets acquired 22,141 - 3,285 25,426
------------ ------------ ------------
36,386 3,397 43,068
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities 1,942 398 2,340
Notes payable 1,324 - 1,324
Payroll and related accruals 2,200 80 2,280
Income taxes payable - 959 (959) -
Taxes other than income taxes 397 110 507
Other current liabilities 1,711 38 1,749
Deferred income 625 - 625
------------ ------------ ------------
Total current liabilities 8,199 1,585 8,825
------------ ------------ ------------
LOANS AND FINANCING 2,765 251 (251) 2,765
------------ ------------ ------------
DEFERRED INCOME 3,164 - 3,164
------------ ------------ ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock - -
Monetarily corrected share capital - 172 (172) -
Common stock 1 - 1
Additional paid-in capital 24,385 - 6,056 30,441
Retained earnings (accumulated deficit) (2,128) 1,389 (1,389) (2,128)
------------ ------------ ------------
Total shareholders' equity 22,258 1,561 28,314
------------ ------------ ------------
36,386 3,397 43,068
============ ============ ============
</TABLE>
<PAGE>
Brazil Fast Food Corp. and BigBurger
Pro Forma Statement of Operations
For the Six Months Ended June 30, 1996
(Unaudited)
(000's of $R,
except per share data)
<TABLE>
<CAPTION>
Brazil Fast BigBurger Pro Forma
Food Corp. Adjustments Combined
------------ ----------- --------- ------------
<S> <C> <C> <C> <C>
REVENUES
Restaurant sales 28,950 4,982 33,932
Franchise related income 295 - 295
Other income 421 - 421
------------ ----------- ------------
29,666 4,982 34,648
------------ ----------- ------------
COSTS AND EXPENSES
Cost of restaurant sales 11,872 1,917 13,789
Restaurant payroll and other employee benefits 6,543 979 7,522
Restaurant occupancy and other expenses 2,271 592 2,863
Depreciation and amortization 1,650 164 82 1,896
Other operating expenses 5,814 415 6,229
Selling expenses 1,515 165 1,680
General and administrative expenses 5,835 293 6,128
------------ ----------- ------------
35,500 4,525 40,107
------------ ----------- ------------
Income (loss) from operations (5,834) 457 (5,459)
INTEREST INCOME 2,363 - 2,363
INTEREST EXPENSE (1,377) - (1,377)
EXCHANGE GAIN/(LOSS) (301) - (301)
------------ ----------- ------------
Income (loss) before provision for
income taxes (5,149) 457 (4,774)
PROVISION FOR INCOME TAXES 13 205 218
------------ ----------- ------------
Net income (loss) (5,162) 252 (4,992)
============ =========== ============
NET (LOSS) PER SHARE (0.57)
===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 8,706
===========
</TABLE>
<PAGE>
Brazil Fast Food Corp. and BigBurger
Pro Forma Statement of Operations
For the Year Ended December 31, 1995
(Unaudited)
(000's of $R, except
per share data)
<TABLE>
<CAPTION>
Brazil Fast Pro Forma
Food Corp. BigBurger Adjustments Combined
------------ ----------- --------- ------------
<S> <C> <C> <C> <C>
REVENUES
Restaurant sales 61,171 9,490 70,661
Franchise related income 634 - 634
Other income 1,021 - 1,021
------------ ----------- ------------
62,826 9,490 72,316
------------ ----------- ------------
COSTS AND EXPENSES
Cost of restaurant sales 23,181 3,656 26,837
Restaurant payroll and other employee benefits 11,964 1,886 13,850
Restaurant occupancy and other expenses 5,425 1,092 6,517
Depreciation and amortization 3,699 357 164 4,220
Other operating expenses 8,904 813 9,717
Selling expenses 3,165 315 3,480
General and administrative expenses 10,960 719 11,679
Restructuring expenses 244 - 244
------------ ----------- ------------
67,542 8,838 76,544
------------ ----------- ------------
Income (loss) from operations (4,716) 652 (4,228)
INTEREST INCOME 636 - 636
INTEREST EXPENSE (227) - (227)
EXCHANGE GAIN/(LOSS) 1,242 - 1,242
------------ ----------- ------------
Income (loss) before provision for income taxes (3,065) 652 (2,577)
PROVISION FOR INCOME TAXES 101 363 464
------------ ----------- ------------
Net income (loss) (3,166) 289 (3,041)
=========== ========== ===========
NET (LOSS) PER SHARE (0.35)
===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 8,646
===========
</TABLE>
<PAGE>
NOTES TO PRO FORMA FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited pro forma balance sheet is presented as if the
Acquisition of BigBurger by BFFC occurred at June 30, 1996. The unaudited pro
forma statements of operations for the year ended December 31, 1995 and for the
six months ended June 30, 1996 reflect the Acquisition as if it had been
consummated at the beginning of the periods presented.
The historical balance sheets used in the preparation of the pro forma financial
statements have been derived from unaudited interim financial statements as of
June 30, 1996 with respect to both BFFC and BigBurger. The historical statement
of operations presented for the year ended December 31, 1995 has been derived
from BFFC's pro forma statement of operations included in BFFC's S-1 filed with
the SEC on April 18, 1996 and from audited financial statements with respect to
BigBurger. The historical statement of operations for the six months ended June
30, 1996 has been derived from a combination of unaudited interim financial
statements with respect to BFFC and from unaudited interim financial statements
with respect to BigBurger.
UNAUDITED PRO FORMA ADJUSTMENTS
The adjustments included in the unaudited pro forma financial statements reflect
the application of purchase accounting for the Acquisition, the issuance of
1,520,000 shares of common stock related to the Acquisition at a value of $4.00
per share (the market value of BFFC's common stock at the time of the
Acquisition), and the related amortization of goodwill for the periods
presented. Incremental expenses related to this transaction are not expected to
be material.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 7, 1996 BRAZIL FAST FOOD CORP.
(Registrant)
By: /s/Ira Roxland
Ira Roxland
Assistant Secretary
