<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q/A-1
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-23278
Brazil Fast Food Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-3688737
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Praia do Flamengo, 200-22o. Andar, CEP 22210-030, Rio de Janeiro, Brazil
(Address of principal executive offices)
011-55-21-285-2424
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Applicable Only to Issuers Involved in Bankruptcy
Proceeding During the Preceding Five Years:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [ ] Yes [ ] No
Applicable Only to Corporate Issuers:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
10,404,484 shares of Common Stock at May 20, 1997
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
The condensed financial statements included herein have been prepared
by Brazil Fast Food Corp., formerly Trinity Americas Inc., (the "Company"),
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. While certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, the Company believes that the disclosures made herein are
adequate to make the information presented not misleading.
<PAGE>
BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
================================================================================
ASSETS
------
March 31, 1997 December 31, 1996(1)
-------------- -----------------
CURRENT ASSETS:
Cash and cash equivalents R$ 1,010,000 R$ 1,531,000
Accounts receivable, net 1,220,000 1,542,000
Inventories 645,000 856,000
Prepaid and other assets 949,000 1,247,000
------------ ------------
TOTAL CURRENT ASSETS 3,824,000 5,176,000
PROPERTY AND EQUIPMENT, NET 24,236,000 24,215,000
DEFERRED CHARGES, NET 14,020,000 14,063,000
GOODWILL, NET OF ACCUMULATED AMORTIZATION 6,240,000 6,323,000
OTHER 25,000 20,000
------------ ------------
TOTAL ASSETS R$48,345,000 R$49,797,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes payable R$ 5,196,000 R$ 1,963,000
Accounts payable and accrued expenses 3,675,000 4,817,000
Payroll and related accruals 2,377,000 2,420,000
Taxes, other than income taxes 728,000 902,000
Deferred income 625,000 646,000
Other 638,000 455,000
------------ ------------
TOTAL CURRENT LIABILITIES 13,239,000 11,203,000
------------ ------------
NOTES PAYABLE, less current portion - 2,685,000
DEFERRED INCOME, less current portion 2,696,000 2,949,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000
shares authorized; no shares issued - -
Common stock, $.0001 par value, 20,000,000
shares authorized; 10,704,484 and
10,404,484 shares issued and outstanding
at March 31, 1997 and December 31,
1996, respectively 1,000 1,000
Additional paid-in capital 38,849,000 37,908,000
Retained earnings (deficit) (6,440,000) (4,956,000)
Cumulative translation adjustment - 7,000
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 32,410,000 32,960,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY R$48,345,000 R$49,797,000
============ ============
- ----------
(1) Expressed in currency of constant purchasing power at March 31, 1997.
See Selected Notes to Financial Statements.
<PAGE>
BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
================================================================================
For the Three Months
Ended March 31,
----------------------------
1997 1996
------------- -------------
NET OPERATING REVENUES:
Restaurant sales R$18,413,000 R$ 2,077,000
Franchise income 342,000 52,000
Other income 446,000 35,000
------------ ------------
TOTAL NET OPERATING REVENUES 19,201,000 2,164,000
------------ ------------
COSTS AND EXPENSES:
Cost of restaurant sales 6,480,000 867,000
Restaurant payroll and other employee
benefits 4,497,000 410,000
Restaurant occupancy and other expenses 1,727,000 157,000
Depreciation and amortization 999,000 129,000
Other operating expenses 2,919,000 507,000
Selling expenses 1,033,000 94,000
General and administrative expenses 2,599,000 203,000
------------ ------------
TOTAL COSTS AND EXPENSES 20,254,000 2,367,000
------------ ------------
(LOSS) FROM OPERATIONS (1,053,000) (203,000)
------------ ------------
INTEREST INCOME (EXPENSE) (431,000) 93,000
OTHER EXPENSE - (31,000)
------------ ------------
(LOSS) BEFORE PROVISION FOR
INCOME TAXES (1,484,000) (141,000)
PROVISION FOR INCOME TAXES - 21,000
------------ ------------
NET (LOSS) R$(1,484,000) R$ (162,000)
============ ============
NET (LOSS) PER COMMON SHARE R$ (.14) R$ (.04)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 10,604,484 3,844,000
============ ============
See Selected Notes to Financial Statements.
<PAGE>
BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
==========================================================================
For The Three Months
Ended March 31,
------------------------------
1997 1996
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) R$(1,484,000) R$ (162,000)
Adjustments to reconcile net
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 990,000 129,000
Changes in operating assets and
liabilities, net of effects from
acquisition of businesses:
(Increase) Decrease in:
Accounts receivable 322,000 -
Inventories 211,000 -
Other current assets 298,000 -
Deferred charges (6,000) -
Increase (Decrease) in:
Accounts payable and accrued
liabilities (1,141,000) 303,000
Payroll and related accruals (43,000) -
Taxes, other than income taxes (174,000) -
Deferred income (274,000) 3,944,000
Other current liabilities 183,000 -
----------- -----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (1,118,000) 4,214,000
----------- -----------
CASH FLOWS INVESTING ACTIVITIES:
Capital expenditures (884,000) -
Increase in restricted cash and
investments - (105,000)
Release of restricted cash and
investments - 9,577,000
Acquisitions of businesses - (16,846,000)
----------- -----------
NET CASH (USED IN) INVESTING
ACTIVITIES (884,000) (7,374,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit 547,000 -
Proceeds from private placement 941,000 9,532,000
----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 1,488,000 9,532,000
----------- -----------
EFFECT OF FOREIGN EXCHANGE RATES (7,000) -
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (521,000) 6,372,000
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 1,531,000 48,000
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD R$ 1,010,000 R$6,420,000
============ ===========
See Selected Notes to Financial Statements.
<PAGE>
BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1997
================================================================================
<TABLE>
<CAPTION>
ADDITIONAL RETAINED CUMULATIVE
COMMON STOCK PAID-IN EARNINGS TRANSLATION
---------------------
SHARES PAR VALUE CAPITAL (DEFICIT) ADJUSTMENT TOTALS
---------- --------- ------------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1997(1) 10,404,484 R$1,000 R$ 37,908,000 R$(4,956,000) R$7,000 R$32,960,000
Issuance of shares for
private placements 300,000 - 941,000 - - 941,000
Net loss for the period - - - (1,484,000) - (1,484,000)
Cumulative translation
adjustment - - - - (7,000) (7,000)
---------- --------- ------------- ------------ ----------- ------------
Balance, March 31, 1997 10,704,484 R$1,000 R$ 38,849,000 R$(6,440,000) R$ - R$32,572,000
========== ========= ============= ============ =========== ============
</TABLE>
- ----------
(1) Expressed in currency of constant purchasing power at March 31, 1997.
See Selected Notes to Financial Statements.
<PAGE>
BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - FINANCIAL STATEMENT PRESENTATION
- -----------------------------------------
The accompanying financial statements have been prepared by Brazil Fast Food
Corp. (the "Company"), without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
March 31, 1997 and for all periods presented have been made. The results of
operations for the period ended March 31, 1997 are not necessarily indicative of
the operating results for a full year.
Certain information and footnote disclosures prepared in accordance with general
accepted accounting principles and normally included in the financial statements
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the financial statements and notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
The accompanying financial statements have been presented in Brazilian reais, in
accordance with generally accepted accounting principles used in the United
States. In the accompanying financial statements, U.S. dollar amounts have been
translated into reais using the conversion rates as of March 31, 1997 and
December 31, 1996 for the respective balance sheets. For the statements of
operations presented, the U.S. dollar activities of the Company were converted
into reais, based on the weighted average exchange rate for the period. The
1996 financial statements have been indexed and expressed in currency of
constant purchasing power at March 31, 1997 by using a monthly index derived
from the Indice Geral de Precos-Mercado (IGP-M). Management believes that this
presentation will provide readers a better understanding of performance.
NOTE 2 - SHAREHOLDERS' EQUITY
- -----------------------------
During the first quarter of 1997, the Company sold an aggregate of 300,000
shares of its common stock and additionally, in April 1997 sold 100,000 shares
of its common stock in unrelated transactions to two Brazilian banks
respectively, and one European institutional investor, from which the Company
derived net proceeds of $1,210,000.
<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
--------------------------------------------------------------------
<PAGE>
RESULTS OF OPERATIONS
POST-ACQUISITION
- ----------------
As the nature of the Company's business subsequent to its acquisition (the
"Acquisition") of Venbo Comercio de Alimentos LTDA. ("Venbo") on March 19, 1997
is not comparable to its prior status as a "blank check" acquisition vehicle,
the following unaudited comparative financial data of the Company for the three
months ended December 31, 1996 and for the three months ended March 31, 1997 are
included herein in an effort to facilitate a meaningful presentation of the
Company's post-Acquisition operating results.
The accompanying financial statements have been indexed and expressed in
currency of constant purchasing power at March 31, 1997 by using a monthly index
derived from the Indice Geral de Precos - Mercado (IGP-M). The Company believes
that the IGP-M index is an appropriate general price level inflation indication
to be used under US GAAP. For the first quarter of 1997, the inflation as
measured by the IGP-M was 3.4%.
Three Months Three Months
Ended Ended
December 31, 1996 % March 31, 1997 %
----------------- --------------
(In thousands) (In thousands)
Net Operating revenues:
- - Restaurant sales R$ 22,450 R$ 18,413
- - Franchise Related Income 288 342
- - Other Income 590 446
--- ---
Total net operating revenues 23,328 100.0 19,201 100.0
------ ------
Costs and expenses:
- - Cost of restaurant sales 7,860 33.7 6,480 33.7
- - Restaurant payroll and other
employee benefits 5,627 24.1 4,497 23.4
- - Restaurant occupancy and other
expenses 1,837 7.9 1,727 9.0
- - Depreciation and amortization 375 1.6 999 5.2
- - Other operating expenses 3,011 12.9 2,919 15.2
- - Selling expenses 1,687 7.2 1,033 5.4
- - General and administrative expenses 3,772 16.2 2,599 13.5
----- -----
Total costs and expenses 24,169 103.6 20,254 105.5
------ ------
Loss from operations (841) (3.6) (1,053) (5.5)
----- -------
- - Interest income (expense) (21) (0.1) (431) (2.2)
- - Forex gains (loss) 36 0.2 0 0.0
-- -
Income (loss) before Income Taxes (826) (3.5) (1,484) (7.7)
Income Taxes (8) (0.0) 0 0.0
--- -
Net Income (Loss) R$ (834) (3.6) R$ (1,484) (7.7)
======== ==========
<PAGE>
Restaurant Sales
- ----------------
Net restaurant sales for Company-owned stores were R$ 22,450,000 and
R$ 18,413,000, respectively, for the fourth quarter of 1996 and the first
quarter of 1997.
The quarter to quarter decrease is primarily attributable to seasonality, which
results in higher sales in the month of December due to increased traffic in
both shopping malls and downtown areas caused by the holiday season. In
addition, there has been an easing of consumer credit in Brazil which has
resulted in an increase in spending upon durable goods and a reduction in
spending upon certain discretionary items, including fast food.
Franchise Income
- ----------------
Franchise income was R$ 288,000 and R$ 342,000, respectively, for the fourth
quarter of 1996 and the first quarter of 1997. The quarter to quarter increase
is primarily, due to a full quarter of operation of 9 new franchised stores
opened during the fourth quarter of 1996 as well as the sale of 11 new
franchisee stores (5 new franchise contracts), in the first quarter of fiscal
1997.
Cost of Restaurant Sales
- ------------------------
Cost of restaurant sales expressed as a percentage of net operating revenues was
approximately 33.7% for both the fourth quarter of 1996 and the first quarter of
1997. Increase in costs of certain items such as bread and soft drinks was
offset by reduced costs of ice cream, cups and paper goods.
Restaurant Payroll and Other Employee Benefits
- ----------------------------------------------
Restaurant payroll and other employee benefits expressed as a percentage of net
operating revenues were approximately 24.1% and 23.4%, respectively, for the
fourth quarter of 1996 and the first quarter of 1997. The quarter to quarter
decrease is primarily the result of (i) the implementation of a new recruitment
program, reducing employee turnover and allowing more flexibility in adjusting
the store headcount to demand fluctuations, (ii) an overall revision of
headcount resulting in a reduction in the number of assistant store managers,
and (iii) reductions in employee transportation costs through an optimization of
bus routes.
Restaurant Occupancy Costs and Other Expenses
- ---------------------------------------------
Restaurant occupancy and other expenses expressed as a percentage of net
operating revenues were approximately 7.9% and 9.0%, respectively, for the
fourth quarter of 1996 and the first quarter of 1997. The quarter to quarter
percentage increase is primarily due to: (i) a full quarter of operation of new
Company owned stores in leased properties, thereby reducing the percentage of
sales volume in Company owned properties, (ii) the payment of minimum rent in
certain stores, correlating with reductions in sales volume. The amount of
restaurant occupancy costs and
<PAGE>
other expenses was reduced to R$ 1,727,000 in the first quarter of 1997 from
R$ 1,837,000 in the fourth quarter of 1996, a 6% decrease.
Depreciation and Amortization
- -----------------------------
Depreciation and amortization expressed as a percentage of net operating
revenues was approximately 1.6% and 5.2% for the fourth quarter of 1996 and the
first quarter of 1997, respectively. The amount for the fourth quarter of 1996,
includes the full effect in 1996 of the final determination of the allocation of
purchase price and the related goodwill on the acquisitions of Venbo, Mr Theo
and Bigburger. Had the above mentioned effects been predicated to the respective
quarters of 1996, depreciation and amortization expressed as a percentage of net
revenues would have been approximately 4.5% for the fourth quarter of 1996. The
increase to 5.2% in 1997 results from the opening of new Company owned outlets,
a full quarter of depreciation and amortization in the quarter ended March 31,
1997, and a lower net revenue base.
Other Operating Expenses
- ------------------------
Other operating expenses expressed as a percentage of net operating revenues
were approximately 12.9% and 15.2%, respectively, for the fourth quarter of 1996
and the first quarter of 1997. The percentage increases result from lower sales
in the first quarter of 1997. The decrease from R$ 3,011,000 to R$ 2,919,000 is
primarily due to changes in: (i) the Company's public relations agency at a
lower cost, (ii) the Company's collection company, and (iii) the outsourced
personnel administration company, in all cases reducing costs and improving
quality of the services rendered.
Selling Expenses
- ----------------
Selling expenses, expressed as a percentage of total net operating revenues,
were approximately 7.2% and 5.4%, respectively, for the fourth quarter of 1996
and the first quarter of 1997. The quarter to quarter decrease is primarily the
result of an intensive marketing effort during the fourth quarter of 1996,
particularly in local media in anticipation of new store openings, the holiday
season, new television commercials production and broadcasting, and point of
sale materials.
General and Administrative Expenses
- -----------------------------------
General and administrative expenses, expressed as a percentage of total net
operating revenues, were approximately 16.2% and 13.5%, respectively, for the
fourth quarter of 1996 and the first quarter of 1997. General and administrative
expenses for the fourth quarter of 1996 include approximately R$ 520,000 of
one-time charges comprised mainly of: (i) pre-opening costs such as hiring and
training of personnel, pre-opening rental expenses and permitting costs, (ii)
loss on the sale of certain former Bigburger stores to franchisees, (iii)
provisions for bad debts, (iv) contingencies for labor, civil and fiscal claims.
On the other hand, general and administrative expenses for the first quarter of
1997 include approximately R$ 200,000 one-time net gains arising primarily from:
(i) the net result on the sale of a
<PAGE>
former Venbo outlet to a franchisee, (ii) the net gain on the sale of the lease
of a former Bigburger outlet which was relocated as Bob's, (iii) an
insurance recovery received for a store which remained closed for 6 months due
to an explosion in a shopping mall. Excluding the above mentioned effects from
both the fourth quarter of 1996 and the first quarter of 1997, general and
administrative expenses as a percentage of total net operating revenues would be
approximately 13.9% or R$ 3,252,000 and 14.6% or R$ 2,799,000, respectively, for
the fourth quarter of 1996 and the first quarter of 1997. The decrease is
attributable to: a freeze on hiring of additional headquarters personnel and
one-time expenses related to the first National Bob's Convention held in October
1996.
Interest Income and Expenses
- ----------------------------
Interest income and expenses expressed as a percentage of total net operating
revenues were approximately (0.1%) and (2.2)%, respectively, for the fourth
quarter of 1996 and the first quarter of 1997. This change is attributable to an
increase in borrowings from revolving lines of credit as well as the imposition
by the Brazilian government of a tax charged at a flat rate of 0.2% on every
bank account payment issued.
<PAGE>
Liquidity and Capital Resources
Since its Acquisition on March 19, 1996, the Company has funded its
operating losses of R$6,468,00 and made acquisitions of businesses and capital
improvements (including furniture, fixtures and equipment) by using cash
remaining at the closing of the Acquisition, cash flow generated by operations
and by borrowing funds from various sources. As of March 31, 1997, the Company
had a cash on hand of R$1,010,000 and a working capital deficiency of
R$9,253,000.
<PAGE>
The Company's capital requirements are primarily for expansion of its retail
operations. Currently, 71 of the Company's stores are in leased facilities and 9
are owned by the Company. During fiscal 1996, the Company's average cost to open
a store approximated R$ 300,000 to R$ 400,000, including leasehold improvements,
equipment and beginning inventory, as well as all expenses for store design,
site selection, lease negotiation, construction supervision and permitting. The
Company currently estimates that the capital expenditures through fiscal 1997
will approximate R$ 3,000,000.
The Company has received a commitment from an institutional investor for an
equity infusion of $4,500,000, subject to such investor's completion of its "due
diligence" investigation and the negotiation and execution of a definitive
purchase agreement. There can be no assurance that this proposed financing will
be consummated.
The Company's continued operations is dependent in part upon its ability to
increase sales volume through enhancements of its stores, including but not
limited to new computerized systems, air conditioning and refurbishment of
interior designs. These activities, as well as sales promotional activities,
require a substantial amount of cash which the Company believes will be
generated from its current operations. The Company's working capital deficit, as
well as its need to improve its facilities, will be supported by cash flow from
operations, the proceeds of equity sales, and its borrowing facilities.
The Company has also embarked on a plan to substantially reduce its costs,
specifically in the area of food purchases and general administrative expenses.
In the opinion of management, these actions, coupled with cash flow from
operations, vendor financing, available bank and equipment lines of credit and
its proposed sale of equity, discussed above, will provide sufficient working
capital for it to continue through the end of 1997.
<PAGE>
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) None
<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.
Brazil Fast Food Corp.
(registrant)
Dated: June 2, 1997
By:/s/Peter van Voorst Vader
Peter van Voorst Vader
Chief Executive Officer
(Principal Executive Officer)
By:/s/Marcos Bastos Rocha
Marcos Bastos Rocha
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,010
<SECURITIES> 0
<RECEIVABLES> 1,220
<ALLOWANCES> 0
<INVENTORY> 645
<CURRENT-ASSETS> 3,824
<PP&E> 27,124
<DEPRECIATION> 2,888
<TOTAL-ASSETS> 48,345
<CURRENT-LIABILITIES> 13,077
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 32,571
<TOTAL-LIABILITY-AND-EQUITY> 48,345
<SALES> 18,413
<TOTAL-REVENUES> 19,201
<CGS> 6,480
<TOTAL-COSTS> 20,254
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 431
<INCOME-PRETAX> (1,484)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,484)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,484)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
</TABLE>
