BRAZIL FAST FOOD CORP
10-Q, 1997-11-19
EATING PLACES
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<PAGE>

                                                           Page 1 of 14

                             Washington, D.C. 20549

                                  Form 10-Q


(Mark One)

/X/  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the quarterly period ended September 30, 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, 200-22c. 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 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.

    12,304,484 shares of Common Stock at September 18, 1997

<PAGE>

                                                           Page 2 of 14

                       Part I - Financial Information

Item 1. Financial Statements

    The condensed financial statements included herein have been prepared by 
Brazil Fast Food Corp. (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>

                                                           Page 3 of 14

                    BRAZIL FAST FOOD CORP. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

ASSETS                                                                       SEPTEMBER 30, 1997  DECEMBER 31, 1996
- ---------------------------------------------------------------------------  ------------------  -----------------
                                                                                (UNAUDITED)    
<S>                                                                          <C>                 <C>
CURRENT ASSETS:
Cash and cash equivalents..................................................   R$     1,530,000    R$    1,556,000
Accounts receivable, net...................................................          2,867,000          1,567,000
Inventories................................................................            552,000            870,000
Prepaid and other assets...................................................            993,000          1,267,000
                                                                             ------------------  -----------------
TOTAL CURRENT ASSETS.......................................................          5,942,000          5,260,000
PROPERTY AND EQUIPMENT, NET................................................         23,447,000         24,612,000
DEFERRED CHARGES, NET......................................................         13,802,000         14,294,000
GOODWILL, NET..............................................................          5,438,000          6,427,000
OTHER......................................................................            188,000             20,000
                                                                             ------------------  -----------------
TOTAL ASSETS...............................................................   R$    48,817,000    R$   50,613,000
                                                                             ------------------  -----------------
                                                                             ------------------  -----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable..............................................................   R$     3,023,000    R$    1,995,000
Accounts payable and accrued expenses......................................          3,678,000          4,896,000
Payroll and related accruals...............................................          2,741,000          2,460,000
Taxes, other than income taxes.............................................            641,000            917,000
Deferred income............................................................            990,000            657,000
Other......................................................................            817,000            462,000
                                                                             ------------------  -----------------
TOTAL CURRENT LIABILITIES..................................................         11,890,000         11,387,000
                                                                             ------------------  -----------------
NOTES PAYABLE, less current portion........................................            716,000          2,729,000
DEFERRED INCOME, less current portion......................................          3,149,000          2,997,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000 shares authorized; no shares
  issued...................................................................          --                 --
Common stock, $.0001 par value, 20,000,000 shares authorized; 12,304,484
  and 10,404,484 shares issued and outstanding at September 30, 1997 and
  December 31, 1996, respectively..........................................              1,000              1,000
Additional paid-in capital.................................................         44,698,000         38,530,000
Accumulated deficit........................................................        (11,441,000)        (5,038,000)
Cumulative translation adjustment..........................................           (196,000)             7,000
                                                                             ------------------  -----------------
TOTAL SHAREHOLDERS' EQUITY.................................................         33,062,000         33,500,000
                                                                             ------------------  -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................   R$    48,817,000    R$   50,613,000
                                                                             ------------------  -----------------
                                                                             ------------------  -----------------

</TABLE>

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                                                           Page 4 of 14

                    BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           FOR THE NINE                 VENBO
                                                                           MONTHS ENDED            JANUARY 1, 1996
                                                                          SEPTEMBER 30,                THROUGH
                                                                 --------------------------------   MARCH 18,1996
                                                                      1997             1996         (PREDECESSOR)
                                                                 ---------------  ---------------  ---------------
<S>                                                              <C>              <C>              <C>
NET OPERATING REVENUES:
Restaurant sales...............................................  R$   53,343,000  R$   33,975,000  R$   16,427,000
Franchise income...............................................        1,033,000          362,000          176,000
Other income...................................................        1,214,000          662,000          124,000
                                                                 ---------------  ---------------  ---------------

TOTAL NET OPERATING REVENUES...................................       55,590,000       34,999,000       16,727,000
                                                                 ---------------  ---------------  ---------------
COSTS AND EXPENSES:
Cost of restaurant sales.......................................       18,839,000       12,643,000        7,041,000
Restaurant payroll and other employee benefits.................       13,170,000        7,787,000        3,538,000
Restaurant occupancy and other expenses........................        5,430,000        2,812,000        1,188,000
Depreciation and amortization..................................        3,142,000        2,297,000          739,000
Other operating expenses.......................................        8,201,000        5,640,000        3,407,000
Selling expenses...............................................        3,473,000        1,907,000          964,000
General and administrative expenses............................        8,484,000        6,372,000        3,952,000
                                                                 ---------------  ---------------  ---------------
TOTAL COSTS AND EXPENSES.......................................       60,739,000       39,458,000       20,829,000
                                                                 ---------------  ---------------  ---------------
(LOSS) FROM OPERATIONS.........................................       (5,149,000)      (4,459,000)      (4,102,000)
INTEREST (EXPENSE) INCOME......................................       (1,242,000)          (6,000)       1,322,000
OTHER (EXPENSE) INCOME.........................................          (12,000)         (33,000)         299,000
                                                                 ---------------  ---------------  ---------------
(LOSS) BEFORE RECOVERY OF INCOME TAXES.........................       (6,403,000)      (4,498,000)      (2,481,000)
RECOVERY OF INCOME TAXES.......................................        --                  54,000        --
                                                                 ---------------  ---------------  ---------------
NET (LOSS).....................................................  R$   (6,403,000) R$   (4,444,000) R$   (2,481,000)
                                                                 ---------------  ---------------  ---------------
                                                                 ---------------  ---------------  ---------------
NET (LOSS) PER COMMON SHARE....................................  R$         (.59) R$         (.65)
                                                                 ---------------  --------------- 
                                                                 ---------------  --------------- 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.....................       10,781,151        6,793,312
                                                                 ---------------  --------------- 
                                                                 ---------------  --------------- 
</TABLE>


<PAGE>

                                                           Page 5 of 14

                    BRAZIL FAST FOOD CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        FOR THE THREE MONTHS
                                                                                        ENDED SEPTEMBER 30,
                                                                                  --------------------------------
<S>                                                                               <C>              <C>
                                                                                       1997             1996
                                                                                  ---------------  ---------------
NET OPERATING REVENUES:
Restaurant sales................................................................  R$   17,707,000  R$   17,442,000
Franchise income................................................................          320,000          201,000
Other income....................................................................          386,000          320,000
                                                                                  ---------------  ---------------
TOTAL NET OPERATING REVENUES....................................................       18,413,000       17,963,000
                                                                                  ---------------  ---------------
COSTS AND EXPENSES:
Cost of restaurant sales........................................................        6,268,000        6,201,000
Restaurant payroll and other employee benefits..................................        4,338,000        3,894,000
Restaurant occupancy and other expenses.........................................        1,893,000        1,451,000
Depreciation and amortization...................................................        1,104,000        1,167,000
Other operating expenses........................................................        2,548,000        2,428,000
Selling expenses................................................................        1,288,000        1,131,000
General and administrative expenses.............................................        2,691,000        3,558,000
                                                                                  ---------------  ---------------
TOTAL COSTS AND EXPENSES........................................................       20,130,000       19,830,000
                                                                                  ---------------  ---------------
(LOSS) FROM OPERATIONS..........................................................       (1,717,000)      (1,867,000)
INTEREST (EXPENSE) INCOME.......................................................         (348,000)        (248,000)
                                                                                  ---------------  ---------------
(LOSS) BEFORE RECOVERY OF INCOME TAXES..........................................       (2,065,000)      (2,115,000)
RECOVERY OF INCOME TAXES........................................................        --                  67,000
                                                                                  ---------------  ---------------
NET (LOSS)......................................................................  R$   (2,065,000) R$   (2,048,000)
                                                                                  ---------------  ---------------
                                                                                  ---------------  ---------------
NET (LOSS) PER COMMON SHARE.....................................................  R$         (.19) R$         (.22)
                                                                                  ---------------  ---------------
                                                                                  ---------------  ---------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING......................................       11,071,151        9,170,817
                                                                                  ---------------  ---------------
                                                                                  ---------------  ---------------

</TABLE>


<PAGE>

                                                           Page 6 of 14


                   BRAZIL FAST FOOD CORP. AND SUBSIDIARIES

           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997


<TABLE>
<CAPTION>
                                         COMMON STOCK          ADDITIONAL                    CUMULATIVE
                                    -----------------------      PAID-IN      ACCUMULATED    TRANSLATION
                                       SHARES     PAR VALUE      CAPITAL        DEFICIT       ADJUSTMENT       TOTALS
                                    ------------  ---------  ---------------  ------------  -------------    -----------
<S>                                 <C>           <C>        <C>              <C>           <C>              <C>
Balance, January 1, 1997..........    10,404,484  R$  1,000  R$   38,530,000   R$(5,038,000) R$     7,000    R$33,500,000
Issuance of shares for private
  placements......................     1,900,000     --            6,168,000       --               --         6,168,000
Net loss for the period...........       --          --            --            (6,403,000)        --        (6,403,000)
Cumulative translation
  adjustment......................       --          --            --              --             (203,000)     (203,000)
                                    ------------  ---------  ---------------  -------------  -------------   ------------
Balance, September 30, 1997.......    12,304,484  R$  1,000  R$   44,698,000  (R$11,441,000) R$   (196,000)  R$33,062,000
                                    ------------  ---------  ---------------  -------------  -------------   ------------
                                    ------------  ---------  ---------------  -------------  -------------   ------------
</TABLE>

<PAGE>

                                                           Page 7 of 14

                    BRAZIL FAST FOOD CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                        VENBO
                                                                                                    ------------
                                                                           FOR THE NINE              JANUARY 1,
                                                                           MONTHS ENDED                 1996
                                                                           SEPTEMBER 30,               THROUGH
                                                                 --------------------------------   MARCH 18,1996
                                                                      1997             1996         (PREDECESSOR)
                                                                 ---------------  ---------------   --------------
<S>                                                              <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)...................................................  R$   (6,403,000) R$   (4,444,000)  R$(2,481,000)
  Adjustments to reconcile net (loss) to net cash provided 
    by (used in) operating activities:
      Depreciation and amortization............................        3,142,000        2,297,000        544,000

Changes in operating assets and liabilities, net of effects
  from acquisition of businesses:
    (Increase) decrease in:
      Accounts receivable, net.................................       (1,300,000)         320,000        605,000
      Inventories..............................................          318,000           37,000      1,158,000
      Other current assets.....................................          274,000         (634,000)       122,000
      Other....................................................          (59,000)        (314,000)       --

    Increase (decrease) in:
      Accounts payable and accrued liabilities.................       (1,218,000)         182,000     (2,376,000)
      Payroll and related accruals.............................          281,000          661,000        207,000
      Taxes, other than income taxes...........................         (275,000)        (132,000)       (78,000)
      Deferred income..........................................          485,000        3,865,000        --
      Other current liabilities................................          355,000         (345,000)    (1,143,000)
                                                                 ---------------  ---------------  --------------
        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES....       (4,400,000)       1,493,000     (3,442,000)
                                                                 ---------------  ---------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES :
  Capital expenditures.........................................         (605,000)      (4,007,000)       --
  Increase in restricted cash and investments..................        --                (109,000)       --
  Release of restricted cash and investments...................        --              10,184,000        --
  Acquisitions of businesses...................................        --             (24,078,000)       --
                                                                 ---------------  ---------------  --------------
        NET CASH (USED IN) INVESTING ACTIVITIES................         (605,000)     (18,010,000)       --
                                                                 ---------------  ---------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net change in short-term borrowings..........................         (986,000)       3,409,000        --
  Proceeds from private placements.............................        6,168,000       16,071,000        --
  Increase in due to related parties...........................        --               --             2,162,000
                                                                 ---------------  ---------------  --------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES..............        5,182,000       19,480,000      2,162,000
                                                                 ---------------  ---------------  --------------
EFFECT OF FOREIGN EXCHANGE RATES...............................         (203,000)        (437,000)       --
                                                                 ---------------  ---------------  --------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS...........          (26,000)       2,526,000     (1,280,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.................        1,556,000           28,000      1,280,000
                                                                 ---------------  ---------------  --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD.......................  R$    1,530,000  R$    2,554,000   R$   --
                                                                 ---------------  ---------------  --------------
                                                                 ---------------  ---------------  --------------

</TABLE>

<PAGE>

                                                           Page 8 of 14


                    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 September 30, 1997 and for all periods presented have been made. The 
results of operations for the period ended September 30, 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. Through June 30, 1997, the financial statements have been 
indexed and expressed in currency of constant purchasing power by using a 
monthly index derived from the Indice Geral de Precos-Mercado (IGP-M). 
Effective July 1, 1997, management determined that Brazil ceased to be 
considered a hyperinflationary economy, as defined in FASB 52, and no longer 
indexed its financial statements for constant currency purchasing power.

NOTE 2--SHAREHOLDERS' EQUITY

    During the nine months ended September 30, 1997, the Company sold 
1,900,000 shares of its common stock from which the Company derived net 
proceeds of R$6,168,000.

<PAGE>

                                                           Page 9 of 14

Item 2: Management's Discussion and Analysis of Financial Condition and 
        Results of Operations

Results of Operations

As the nature of the Company's operations subsequent to its acquisition (the 
"Acquisition") of Venbo Comercio de Alimentos Ltda. ("Venbo") on March 19, 
1996 are significantly different from its operations prior to the 
Acquisition, the following unaudited comparative financial data of the 
Company for the three months ended September 30, 1996 and for the three 
months ended September 30, 1997 are included herein in an effort to 
facilitate a meaningful presentation of the Company's post-Acquisition 
operating results.

Since the implementation of the Real Plan in June 1994, the Brazilian Economy 
has experienced declining levels of inflation rates. The cumulative inflation 
rate for the three-year period July 1994 to June 1997, as measured by the 
IGP-M (Indice Geral de Precos Mercado), was 54% whereas in the three year 
period from June 1994 to May 1997 the rate was in excess of 100%. Considering 
the above, and the fact that there is a clear historical trend of decreasing
inflation in Brazil, Management has made the determination that Brazil is no
longer a hyperinflationary economy as from July 1, 1997 on, as defined, pursuant
to FASB 52. No change in functional currency is being made. Brazil Fast Food 
Corp. has been reporting its financial statements in Brazilian Reais since 
its Acquisition on March 19, 1996. 

Accordingly, operating results for the periods ended September 30, 1996 
presented in the accompanying financial statements have been indexed and 
expressed in currency of constant purchasing power at June 30, 1997 by using 
a monthly index derived from 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 period comprised 
between October 1, 1996 to June 30, 1997, the inflation as measured by the 
IGP-M was 6.38%.

<TABLE>
<CAPTION>

                                                              Three Months                             Three Months              
                                                                 Ended                                    Ended                 
                                                              September 30,            %               September 30,            %
                                                              -------------                            -------------
                                                                  1996                                     1997                  
                                                              (In thousands)                           (In thousands)            
<S>                                                           <C>                    <C>               <C>                    <C>
Net operating revenues
  - Restaurant sales...................                          R$ 17,442                                R$17,707
  - Franchise income...................                                201                                     320
  - Other income.......................                                320                                     386
                                                              -------------                            -------------

Total net operating revenues...........                             17,963           100.0                  18,413            100.0
                                                              -------------          -----             -------------          -----

Costs and expenses:
  - Cost of restaurant sales...........                              6,201            34.5                   6,268             34.0
  - Restaurant payroll and other 
      employee benefits................                              3,894            21.7                   4,338             23.6
  - Restaurant occupancy costs and 
      other expenses...................                              1,451             8.1                   1,893             10.3
  - Depreciation and amortization......                              1,167             6.5                   1,104              6.0
  - Other operating expenses...........                              2,428            13.5                   2,548             13.8
  - Selling expenses...................                              1,131             6.5                   1,288              7.0
  - General and administrative 
      expenses.........................                              3,558            19.8                   2,691             14.6
                                                               -------------         -----             -------------          -----
                                                                                                                 
Total costs and expenses...............                             19,830           110.6                  20,130            109.3
                                                               -------------         -----             -------------          -----
                                                                                                                 
Loss from operations...................                             (1,867)          (10.6)                 (1,717)            (9.3)
                                                              -------------          -----             -------------          -----
                                                                                                                 
Interest expense.......................                               (248)            1.9                    (348)            (1.9)
                                                                                                                 
(Loss) before Income Taxes.............                             (2,115)          (12.5)                 (2,065)           (11.2)
                                                              -------------          -----             -------------          -----

Recovery of Income Taxes...............                                 67               0                       0                0
                                                              -------------          -----             -------------          -----

Net (Loss).............................                             (2,048)          (12.5)              R$ (2,065)           (11.2)

</TABLE>


<PAGE>

                                                          Page 10 of 14

RESTAURANT SALES

Net restaurant sales for company-owned stores were R$ 17,442,000 and 
R$ 17,707,000, respectively, for the third quarters of 1996 and 1997. The 
increase from period to period is mainly due to an increase in the number of 
company-owned stores from 74 at September 30, 1996 to 82 at September 30, 
1997, partially offset by reduced traffic in stores and an average price 
reduction of 3%, effective August 6, 1997.

FRANCHISE INCOME

Franchise income was R$ 201,000 and R$ 320,000, respectively, for the third 
quarter of 1996 and 1997. The quarter to quarter increase is primarily due to 
the expansion of the number of franchisee stores from 24 at September 30, 1996 
to 50 at September 30, 1997.

COST OF RESTAURANT SALES

Cost of restaurant sales expressed as a percentage of net operating revenues 
decreased from 34.5% for the quarter ended September 30, 1996 to 34.0% for 
the quarter ended September 30, 1997. This reduction is due to the continuous 
renegotiation of purchase terms and prices with suppliers and alternative 
sourcing of products. Major products such as meat, french fries and ice cream 
have had their costs reduced in excess of 15% over the last eighteen months.

RESTAURANT PAYROLL AND OTHER EMPLOYEE BENEFITS

Restaurant payroll and other employee benefits expressed as a percentage of 
net operating revenues were approximately 21.7% and 23.6% for the quarters 
ended September 30, 1996 and 1997, respectively. The increase is attributable 
to increased salaries mandated by union agreements during the latter part of 
1996 and from July 1997 (Sao Paulo stores), as well as increased medical 
and transportation costs. These increased costs were partially offset by a 
reduced headcount in 1997 and the adoption of a new recruitment program in 
1997 allowing for a greater degree of flexibility in manpower usage and lower 
costs of recruitment and replacement of staff.

RESTAURANT OCCUPANCY COSTS AND OTHER EXPENSES

Restaurant occupancy costs and other expenses expressed as a percentage of 
net operating revenues were approximately 8.1% and 10.3% for the quarters 
ended September 30, 1996 and 1997, respectively. The increase is primarily 
related to the increased number of leased stores in 1997 as compared with 
1996.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expressed as a percentage of net operating 
revenues was approximately 6.5% and 6.0% for the quarters ended September 30, 
1996 and 1997, respectively. Depreciation and amortization expenses in 1997 
remained fairly consistent as compared with 1996.

OTHER OPERATING EXPENSES

Other operating expenses expressed as a percentage of net operating revenues 
were approximately 13.5% and 13.8% for the third quarters of 1996 and 1997, 
respectively. The results of renegotiated service contracts (legal, 
accounting, human resources and others) were compensated by the increase in 
utilities and certain store expenses due to the increased number of stores, 
thus leading to fairly constant amounts in 1997 when compared with 1996.

<PAGE>

                                                          Page 11 of 14

SELLING EXPENSES

Selling expenses, expressed as a percentage of total net operating revenues, 
were approximately 6.5% and 7.0% for the quarters ended September 30, 1996 
and 1997, respectively. Selling expenses increased by R$ 157,000 or 14% period 
to period, reflecting increased marketing efforts initiated in the second 
half of fiscal 1996.

GENERAL AND ADMINISTRATIVE EXPENSIVE

General and administrative expenses expressed as a percentage of net 
operating revenues were approximately 19.8% and 14.6%, respectively, for the 
quarters ended September 30, 1996 and 1997. General and administrative 
expenses decreased by R$ 867,000 or 32%. Approximately R$ 430,000 of this 
decrease is due to lower pre-operating expenses related to new store openings 
(11 stores and 3 stores in each of the quarters ended September 30, 1996 and 
1997 respectively). The remainder of the decrease is attributable to: 
(i) greater use of outsourcing for certain administrative functions previously 
performed by headquarters personnel, (ii) restructuring of the middle 
management level of the Company, eliminating certain positions, (iii) a 
freeze on hiring of additional headquarters personnel in excess of 1995 staff 
levels, and (iv) voluntary salary reductions by the Company's senior 
management.

INTEREST INCOME AND EXPENSES

The increase in interest expense is attributable to an increase in borrowings 
from revolving lines of credit as well as the imposition by the Brazilian 
government of a tax charge at a flat rate of 0.2% on every bank account 
payment issued, as from early 1997.

<PAGE>

                                                             Page 12 of 14

LIQUIDITY AND CAPITAL RESOURCES

    Since its Acquisition on March 19, 1996, the Company has funded its 
operating losses 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 September 30, 1997, the Company 
had cash on hand of R$ 1,530,000 and a working capital deficiency of 
R$ 5,948,000.

    The Company's capital requirements are primarily for expansion of its 
retail operations. Currently, 73 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.

    In August 1997, the Company completed a private placement of 1,500,000 
shares of its common stock to an institutional investor receiving net 
proceeds of R$ 4,897,000.

    The Company's continued operations are 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 sales of equity, will provide sufficient working capital for
it to continue through the end of 1997.

<PAGE>

                                                          Page 13 of 14

                                       
                           Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibit 27 - Financial Data Schedule

      (b)   None

<PAGE>

                                                          Page 14 of 14

                                   Signatures

    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report, as amended, to be signed on its 
behalf by the undersigned thereunto duly authorized.

                                       Brazil Fast Food Corp.
                                          (registrant)

Dated: November 18, 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
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,530,000
<SECURITIES>                                         0
<RECEIVABLES>                                3,054,000
<ALLOWANCES>                                 (187,000)
<INVENTORY>                                    552,000
<CURRENT-ASSETS>                               993,000
<PP&E>                                      27,499,000
<DEPRECIATION>                             (4,052,000)
<TOTAL-ASSETS>                              48,817,000
<CURRENT-LIABILITIES>                       11,890,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         1,000
<OTHER-SE>                                  33,061,000
<TOTAL-LIABILITY-AND-EQUITY>                48,817,000
<SALES>                                     53,343,000
<TOTAL-REVENUES>                            55,590,000
<CGS>                                       18,839,000
<TOTAL-COSTS>                               60,739,000
<OTHER-EXPENSES>                                12,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,242,000
<INCOME-PRETAX>                            (6,403,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (6,403,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (6,403,000)
<EPS-PRIMARY>                                    (.59)
<EPS-DILUTED>                                    (.59)
        

</TABLE>


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