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EX-32.1 - EX-32.1 - BRAZIL FAST FOOD CORP | g27035exv32w1.htm |
EX-31.1 - EX-31.1 - BRAZIL FAST FOOD CORP | g27035exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 000-23278
Commission file number: 000-23278
BRAZIL FAST FOOD CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
13-3688737 (I.R.S. Employer Identification No.) |
Rua Voluntários da Pátria, 89, 9o. andar Botafogo CEP 22.270-010, Rio de Janerio, Brazil (Address of Principal Executive Offices) |
N/A (Zip Code) |
Registrants telephone number, including area code: 55 21 2536-7500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
Indicate by a check mark whether the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No þ
Yes o No þ
Indicate by a check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
Indicate by a 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, and
(2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 229.405) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part I11 of this Form
10-K or any amendment to this Form 10-K. þ
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and larger accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
As of April 29, 2011, the aggregate market value of the registrants common stock held by
non-affiliates of the registrant was $96,659,005 computed by reference to the average bid and asked
price of such common stock.
8,129,437
(Number of shares outstanding of the Registrants common stock as of April 29, 2011)
(Number of shares outstanding of the Registrants common stock as of April 29, 2011)
Document incorporated by reference: see Explanatory Note below.
TABLE OF CONTENTS
Table of Contents
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A hereby amends our Annual Report on Form 10-K for the fiscal
year ended December 31, 2010, which Brazil Fast Food Corp. (the Company) previously filed with
the Securities and Exchange Commission (SEC) on February 16, 2011. We are filing this amendment
to add certain information required in Part III, Items 10 through 14.
Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Certain information regarding our executive officers and directors is set forth below.
Position and Offices | Director | |||||||||||
Name | Age | Presently Held | Since | |||||||||
Guillermo Hector Pisano |
72 | Director | 2002 | |||||||||
Gustavo Alberto Villela Filho |
64 | Director | 2007 | |||||||||
Lúcio Cesar Montanini |
54 | Director | 2009 | |||||||||
Marcos Gouvêa de Souza |
63 | Director | 2009 | |||||||||
Alexandre F. Nunes |
45 | Director | 2009 | |||||||||
Marcos Rocha |
47 | Director | 2009 | |||||||||
Gilberto Tomazoni |
51 | Director | 2010 |
Guillermo Hector Pisano has served as one of our directors since 2002. Mr. Pisano was Vice
President of UAP do Brasil, the French Insurance Companys Brazilian Agency, from 1988 to 1996,
Chief Financial Officer of RACIMEC, a Brazilian Industrial Computer society, from 1983 to 1988, and
Chief Executive Officer of CGA do Brasil, an Automatism French Manufacturer, from 1978 to 1982. Mr.
Pisano also held a variety of positions from 1965 to 1978 with Thomson CSF, which is a French
communications and radar manufacturer, in Argentina and in Brazil where he was the Chief Financial
Officer. Mr. Pisano is an Electronic Engineer and he has a degree from the National University of
Buenos Aires, and he also holds a degree in Administration and Financial Management from Thomson
CSF School of Business with further specialization in Industrial and Institutional Organization.
Gustavo Alberto Villela Filho has served as one of our directors since 2007. Mr Villela Filho
is an associate of Villela e Kraemer Advogados, a Brazilianlaw firm. From 1978 to 1982, he held a
variety of positions with COBEC a Brazilian trading company, controlled by Banco do Brasil S.A.
including serving as Chief Operational Officer and Chief Officer of Raw Materials and Manufactured
Products. \mr. Villela Filho received a Bachelor degree in Law from the Rio de Janeiro State
University, a Master degree in Comparative Law from the Illinois University and a degree in
Business Law from CEPED Center of Studies and Research in Law Teaching from a group of
institutions formed by UEG, USAID, Fundação Ford and Fundação Getúlio Vargas.
Lucio Montanini has served as one our directors since September, 2009 and as an independent
consultant of the Audit Committee of the Company since 2008. As a consultant he has been working
since 2007 as a counsel of the Committee giving his long experienced opinion on fiscal matters and
society structures. He is 51 years old. He is an Accountant from Tabajara University, São Paulo,
Brazil, and has an MBA in Audit Controlling. He worked from 1978 to 2002 in the audit cabinet of
Arthur Andersen where he became an associate in 1998. From 2002 to 2007 he was an associate in
Deloitte Touch Tohmatsu. In 2007 he established as an independent consultant creating MCE
Montanini Consultoria Empresarial Ltda., specialized in fiscal and society structures areas. He is
also an associate in DiCasa Artigos e Design, a commercial company devoted to house and offices
equipments, and in PC Services Informática Ltda, a TI service company.
Marcos Gouvêa de Souza has served as one our directors since September, 2009 and is the
Associate Manager of GS&D, a Brazilian consulting company specialized in retail markets and
consumers means and habits. For 18 years, he was an officer of several companies including Lojas
Arapuâ, Sears and Dillards. For eight years he has been a professor in the ESPM (Superior School
of Publicity and Marketing) and in the Fundação Getulio Vargas São Paulo, School of Business
Administration. Marcos Gouvêa is the author of several books, studies and publications on retail
markets, franchise administration and brands, economic and marketing scenarios having awarded
several prizes and distinctions as the Jabuti Award in 1994 and the Caboré Marketing Prize in
1988. Mr. de Souza has a degree from the São Paulo Business School (Getulio Vargas University) and
from the ESPM and an MBA in business administration from FGV University. He was also a member of
the board in different Braziian associations, among others, the Brazilian Franchise Association,
the Retail development Institute of São Paulo and the Ebeltoft Group.
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Alexandre F. Nunes has served as one our directors since September, 2009 and is a Partner and
Co-Founder of DealMaker, a consulting company. He is formerly an Executive VP of Bematech S/A
(Interim Management), an Executive VP of Dominio Ltda, an internet-based company, and a New
Business Director at Brasil Telecom. Mr. Nunes worked for nine years in various positions at Shell
Brasil, including New Business National Manager, and was Professor of Business Development
Management of BBS (Brazilian Business School). Mr. Nunes holds a degree in Electrical Engineering
from Universidade Federal de Uberlândia, a Masters in Electronic Engineering and Telecommunications
from ITA and an MBA from Ibmec Business School.
Marcos Rocha has served as one our directors since September, 2009 and is the Financial,
Investor Relations and Information Technology Officer of the Group GLOBEX UTILIDADES (Ponto Frio),
the second major retail Braziian company specialized in household electric and electronic
appliances. He is also a member of the Board of the Investcred Unibanco S.A., an investment
institution, an of several other retail companies. In the past Mr. Rocha occupied several financial
positions as officer in Shell Brasil, Cyanamid Química do Brasil, Brazil Fast Food Corp, Sony Music
Entertainment, Global Telecom, Horizon Telecom International and Sendas (one of the major Brazilian
supermarkets). Mr. Rocha has a degree of electronic engineer from the IME (Militar School of
Engineers) an MBA in business administration and an MBA in Business Management from the SDE/IBEMEC.
Marcos Rocha is a member of the NGO Operação Sorriso do Brasil, a member of the IBEF (Brazilian
Institute of Financial Officers), and a member of the American Chamber of Commerce of Rio de
Janeiro.
Gilberto Tomazoni, 51, has been invited to cooperate as a special member in the BFFC Board in
October 2009 and has been elected director in 2010. He has developed a long and outstanding
professional career in SADIA, one of the most important industries in the Brazilian food market.
Beginning in 1983 as a design engineer he became Sadias CEO from 2005 to 2009. In 2009 he joined
the Bunge Group , another important international company in agribusiness and food market, as Foods
& Ingredients Vice President. Tomazoni is a Mechanical Engineer from the Federal University of
Santa Catarina and he has a degree in Management Development from the West University of SC. He
assisted also to several courses in Braziian institutions and e Total Quality Management course in
Japan. He is and has been a member of the board of different companies as Excelsior Alimentos
(Chairman), KS (a joint venture between Kraft and Sadia), Concórdia Russia (joint venture with
Miratory creating a new plant in Kaliningrado), Sadia Chile, Sadia GMBH (holding for international
investments) and the Chamber of Commerce and Industry Tourism Brazil Russia. Tomazoni was the CEO
in Sadia Argentina and in Sadia International and he is a member of the International Advisory
Council of the Fundação Dom Cabral, a Brazilian Institution devoted to Superior Educational Degrees
and he is a Superior Strategic Board Member of the Santa Catarina Industrial Federation.
Executive Officers
We provide below biographical information for our chief executive officer and acting chief
financial officer.
Ricardo Figueiredo Bomeny has been our Chief Executive Officer since January 2003. Prior to
that date and from 1991, Mr. Bomeny held several positions with us, including acting as our Chief
Operating Officer. Mr. Bomeny has also worked for other companies in the fast food industry that
operate in Brazil. Mr. Bomeny holds a degree in Business Administration from Candido Mendes
University, Rio de Janeiro, a MBA in Corporate Finance from IBMEC, Rio de Janeiro, a MBA in Retail
Trade from IBMEC, Rio de Janeiro and a post graduate Certificate in Marketing from PUC University,
Rio de Janeiro. Ricardo Figueiredo Bomeny is the son of José Ricardo Bousquet Bomeny and the
brother of Gustavo Figueiredo Bomeny.
Meetings and Committees of the Board of Directors
The Board of Directors held six meetings during the year ended December 31, 2010, and each of
our directors attended all of those meetings. The Board of Directors has two standing committees,
the Audit Committee and the Compensation Committee. The Board of Directors does not have a standing
nominating committee. The Board of Directors believes that questions regarding the nomination of
directors are better addressed by the Board of Directors as a whole.
Audit Committee. The Audit Committee of our Board of Directors is charged with the review of
the activities of our independent auditors, including, but not limited to, establishing our audit
policies, selecting our independent auditors and overseeing the engagement of our independent
auditors. The Audit Committee is comprised of Mr. Pisano, Mr. Montanini and Mr. Rocha with Mr.
Montanini as the Chairman. The Board has also confirmed Mr. Montanini as the qualified audit
committee financial expert as defined by the rules promulgated by the Securities and Exchange
Commission (the SEC). The Audit Committee held three meetings during the year ended December 31,
2010 with all of its members in attendance.
We are not a listed company under SEC rules and therefore our Audit Committee is not
required to be made up of independent directors, nor are we required to have an audit committee
charter. We also are not required to have an audit committee financial expert on our Audit
Committee. Our Board of Directors has determined that each of the members of our Audit Committee is
able to read and understand fundamental financial statements and has substantial business
experience that results in that members financial sophistication. Accordingly, our Board of
Directors believes that each of the members of the Audit Committee has the sufficient knowledge and
experience necessary to fulfill the duties and obligation that a member of an audit committee
should have.
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Compensation Committee. The Compensation Committee of our Board of Directors is charged with
reviewing and recommending to our Board of Directors compensation programs for our executive
officers and key employees. The Compensation Committee, which is currently composed of Messrs
Gouvea de Souza, Villela Filho and Pisano held three meetings during the year ended December 31,
2010.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, as
well as those persons who own more than 10% of our Common Stock, to file reports of ownership and
changes in ownership with the SEC. These persons are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the
copies of such forms, or written representations from certain reporting persons that no such forms
were required, we believe that during the fiscal year ended December 31, 2010, all filing
requirements applicable to our officers, directors and greater than 10% owners of our Common Stock
were met.
Code of Ethics
We expect that the standards set forth in our Code of Ethics, which are applicable to our
executive officers, directors and employees will help us promote honest and ethical conduct, full,
fair, accurate, timely and understandable disclosure, and compliance with applicable governmental
rules and regulations.
Item 11. | EXECUTIVE COMPENSATION. |
Compensation Committee Interlocks and Insider Participation
Two of the members of our Compensation Committee didnt serve as an officer or an employee of
the Company or any of its subsidiaries during the fiscal year ended on December 31, 2010. There was
no material transaction between us and any of the members of the Compensation Committee during the
fiscal year ended December 31, 2010.
Summary Compensation
The following table presents certain summary information concerning compensation earned for
services rendered in all capacities by the individual who served as Chief Executive Officer whose
total annual salary and bonus exceeded $100,000 during the fiscal year ended December 31, 2010 (the
Named Executive Officers).
Annual Compensation(1) | ||||||||||||||||||||||||
Compensation Awards | ||||||||||||||||||||||||
Securities | ||||||||||||||||||||||||
Other Annual | Underlying Options | All Other | ||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus($) | Compensation ($) | (#) | Compensation ($) | ||||||||||||||||||
Ricardo Figueiredo
Bomeny |
2010 | 203,313 | 35,078 | | | | ||||||||||||||||||
Chief Executive Officer |
2009 | 169,000 | 84,000 | |||||||||||||||||||||
2008 | 152,379 | 59,483 | 21,769 | | |
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Stock Option Grants and Exercises
There were no stock option grants issued by us to the Named Executive Officer during the year
ended December 31, 2009 and 2010. Our stock option plan had concluded and we havent implemented a new
program since then.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Our Named Executive Officer didnt receive or exercise stock options during the year ended
December 31, 2010.
Employment Agreement
We have an employment agreement, renewable each three years at our option, with Ricardo
Figueiredo Bomeny our Chief Executive Officer and also a General Manager (Diretor
Superintendente) of our wholly owned subsidiary BFFC do Brasil Ltda, a holding company that
controls all our activities and brands. Mr Ricardo F. Bomeny is also the General Manager of all the
subsidiaries of BFFC do Brasil, namely Venbo Comércio de Alimentos Ltda, CFK Comércio de Alimentos
Ltda., Internacional Restaurantes do Brasil S.A., DGS Comércio de Alimentos S.A. and Suprilog
Logística Ltda. In 2005, Mr. Bomenys agreement was renewed for three years in January 2009. His
salary was adjusted to R$28,000 per month or $13,000 per month, plus a cash bonus up to R$168,000
or $76,000 approximately, provided Mr. Bomeny meets certain specific performance objectives. Since
March 2010 Mr. Bomeny ´s salary was adjusted to R$28,350 per month ( approximately $17,078).
REPORT ON EXECUTIVE COMPENSATION
Our Compensation Committee is charged with reviewing and recommending to our Board of
Directors compensation programs for our executive officers.
Compensation Philosophy
We believe that executive compensation should:
| provide motivation to achieve goals by tying executive compensation to our company performance, as well as affording recognition of individual performance; | ||
| provide compensation reasonably comparable to that offered by other companies in the same industry; and | ||
| align the interests of executive officers with the long-term interests of our stockholders. |
Our compensation plan is designed to encourage and balance the attainment of short-term
operational goals, as well as the implementation and realization of long-term strategic
initiatives. As greater responsibilities are assumed by executive officers, a larger portion of
compensation is at risk.
This philosophy is intended to apply to all management, including Ricardo Figueiredo Bomeny,
our Chief Executive Officer.
Compensation Program
Our executive compensation program has two major components: base salary, and cash bonus,. We
seek to position total compensation at or near the median levels of other companies in the same
industry in Brazil.
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Individual performance reviews are generally conducted annually. Compensation in 2010 was
based on an individuals sustained performance and the achievement of our revenue, income, and
earnings per share goals. We do not assign specific weighing factors when measuring performance;
rather, subjective judgment and discretion are exercised in light of our overall compensation
philosophy. The targets for assigning bonus consider financial parameters as well as the complying
of strategic goals as acquisitions, mergers, brands expansion and others stated in the annual
revision of the long term planning. Base salary is determined by evaluation of individual
responsibility and performance and aligned with Brazilian market.
Chief Executive Officer Compensation
Ricardo Figueiredo Bomenys compensation is determined substantially in conformity with the
compensation philosophy, discussed above, that is applicable to all of our executive officers.
Performance is measured against predefined financial, operational and strategic objectives.
In establishing Ricardo Bomenys base salary, our Board of Directors took into account both
corporate and individual achievements. Mr. Bomenys performance objectives included quantitative
goals related to increasing revenues and earnings per share. His goals also included significant
qualitative objectives such as evaluating expansion and acquisition opportunities and the
attainment of specific cost-savings.
During 2010, we paid Mr. Bomeny a salary of R$337,500 or approximately $203,313.25. In
addition, we paid compensation for task accomplishment awarded by the Board in the amount of
approximately $35,078.31
Tax Considerations
Section 162(m) of the Internal Revenue Code (Code) generally limits the deductibility of
compensation in excess of $1.0 million paid to the chief executive officer and the four most highly
compensated officers. Certain performance-based compensation is excluded by Section 162(m)(4)(C) of
the Code in determining whether the $1.0 million cap applies. Currently, the total compensation,
including salary, bonuses and excludable stock options for any of the named executives does not
exceed this limit. If, in the future, this regulation becomes applicable to us, our Board of
Directors will not necessarily limit executive compensation to that which is deductible, but will
consider alternatives to preserving the deductibility of compensation payments and benefits to the
extent consistent with its overall compensation objectives and philosophy.
Summary
Our Board of Directors, through its Compensation Committee, will continue to review our
compensation programs to assure such programs are consistent with the objective of increasing
stockholder value.
Compensation Committee of the Board Of Directors
Gustavo Alberto Villela Filho
Marcos Gouvea de Souza
Guillermo H. Pisano
Gustavo Alberto Villela Filho
Marcos Gouvea de Souza
Guillermo H. Pisano
Directors Compensation
Before 2005, our directors received no cash compensation for attending board meetings other
than reimbursement of reasonable expenses incurred in attending such meetings. Until the end of
2004, we used to compensate our directors on an annual basis for their services through grants of
options to acquire shares of our Common Stock, exercisable at the prevailing market price of our
Common Stock on the respective grant dates, with the next such grants scheduled to be made on the
date of the annual meeting. There was no pre-determined number of options annually granted to our
directors. The quantity of options to be granted was defined every year by our Compensation
Committee, which is composed of certain of our board members.
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In 2005, our directors started to receive cash compensation for attending board meetings.
There is no pre-determined amount to be annually paid to our directors. Instead, the sum to be paid
is defined every year by our Compensation Committee, which is composed of certain of our board
members.
Our Compensation Committee awarded the Chairman of the board, Mr. Pisano, $4,000 in the fiscal
year ended December 31, 2009, it awarded each of Messrs. Da Cunha, van Voorst Vader, Fonseca, José
Ricardo Bomeny, Gustavo Figueiredo Bomeny and Gustavo Alberto Villela filho $3,000 for their
services in the fiscal year ended December 31, 2009.
Since the new Board of Directors were elected on September 29, 2009, the Compensation
Committee decided to award all independent members of the Board an annual sum of R$36,000.00
(approximately $20,000) and this was approved by the Board of Directors. During the fiscal year
ended December 31,2010 the amount paid for the all members of the Board was a annual sum of R$
310,671 (approximately $187,151) .
Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 29, 2010 with respect to the
beneficial ownership of our Common Stock by: (i) each person known by us to be the beneficial owner
of more than 5% of our outstanding shares of common stock; (ii) our Chief Executive Officer; and
(iii) each of our directors and all executive officers, directors and nominees as a group. The
total number of our shares outstanding as of April 29, 2010 was 8,129,437.
Percent of Common | ||||||||
Number of Shares | Stock Beneficially | |||||||
Name | Beneficially Owned | Owned | ||||||
Ricardo F. Bomeny |
250,000 | 3.08 | % | |||||
Guillermo Pisano |
8,750 | * | ||||||
Marcos Rocha |
1,539 | * | ||||||
Alexandre F. Nunes |
0 | * | ||||||
Gustavo Alberto Villela Filho |
0 | * | ||||||
Lúcio Cesar Montanini |
0 | * | ||||||
Marcos Gouvêa de Souza |
0 | * | ||||||
Gilberto Tomazoni |
0 | * | ||||||
All
executive officers and directors as a group (8 persons) |
260,289 | 3.2 | % | |||||
Romulo B. Fonseca |
2,811,533 | 34.6 | % | |||||
José Ricardo B. Bomeny |
1,712,764 | 21.1 | % | |||||
Mexford Resources |
830,000 | 10.2 | % |
* | Less than one percent |
Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
On May 15, 2002, we entered into a stockholders agreement (the 2002 Stockholders Agreement)
with Big Burger Ltda. and CCC Empreendimentos e Participações Ltda. (the Investors) and certain
of our shareholders and directors, namely Jose Ricardo Bousquet Bomeny, Omar Carneiro da Cunha,
Seaview Venture Group, Peter J. F. van Voorst Vader and Shampi Investments A.E.C., as a condition
to the closing of a stock purchase agreement with the Investors, pursuant to which they purchased
3,700,000 shares of our Common Stock.
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Pursuant to the terms of the 2002 Stockholders Agreement, each of the parties to that
agreement agreed, among other things, to vote its respective shares of our Common Stock to elect as
directors one designee of Omar Carneiro da Cunha, one designee of Lawrence Burstein, one of our
former directors, one designee of Big Burger Ltda. and two designees of the Investors. The parties
to the 2002 Stockholders Agreement also agreed that, with regard to certain matters that may arise
at our Annual Stockholders Meetings, all of their shares of Common Stock will be voted in
accordance with the instructions of a majority of the total shares of Common Stock held by such
parties.
The 2002 Stockholders Agreement was terminated on September 29, 2009.
Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
The aggregate fees billed to the Company by our principal audit firm BDO Auditors
Independentes (BDO), formerly known as BDO Trevisan, for the years ended December 31, 2009 and
December 31, 2010 are as follows:
Audit Fees: The aggregate audit fees for professional services rendered by our outside
auditors in connection with their audit of (i) our consolidated annual financial statements
included in our annual report on Form 10-K and (ii) reviews of our consolidated quarterly financial
statements included in our quarterly reports on Form 10-Q, amounted to approximately $143,870 paid
to BDO for the fiscal year ended December 31, 2009. In the fiscal year ended December 2010 the
review of the consolidated quarterly financial statements included in forms 10-Q and 10-K amounted
to approximately $282,389.
Audit-Related Fees: There were no fees paid to BDO for audit-related services for the fiscal
years ended December 31, 2009 and 2010.
Tax Fees: There were no fees paid to BDO for tax related services or the preparation of tax
returns for the fiscal years ended December 31, 2009 or 2010.
All Other Fees: We also paid to Mr. Lucio Montanini, for consultant services rendered to the
Audit Committee, $45,773 in the fiscal year ended December 31, 2009 and $26,842 in the fiscal year
ended December 2010.
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services
The Audit Committee will consider on a case-by-case basis, and, if appropriate, approve all
audit and non-audit services to be provided by the Companys independent registered public
accounting firm. Alternatively, the Audit Committee may adopt a policy for pre-approval of audit
and permitted non-audit services by the independent registered public accounting firm. In 2009 and
2010, all audit-related services, tax services, and other services were approved by the Audit
Committee, which concluded that the provision of such services by BDO was compatible with the
maintenance of that firms independence in the conduct of its audit functions. Tax services in the
United States are outsourced. The firm in charge is Morrison, Brown, Argiz & Farra LLP, Certified
Public Accountants & Consultants from Miami.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
||||
By: | /s/ Ricardo Figueiredo Bomeny | |||
Ricardo Figueiredo Bomeny Chief Executive Officer |
||||
Date: | April 29, 2011 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
Signature | Title | Date | ||
/s/ Ricardo Figueiredo Bomeny
|
Chief Executive Officer | April 29, 2011 | ||
/s/ Guillermo Hector Pisano
|
Chairman of the Board | April 29, 2011 | ||
/s/ Gustavo Alberto Villela Filho
|
Director | April 29, 2011 | ||
/s/ Lucio C. Montanini
|
Director | April 29, 2011 | ||
/s/ Marcos Gouvêa de Souza
|
Director | April 29, 2011 | ||
/s/ Alexandre F. Nunes
|
Director | April 29, 2011 | ||
/s/ Marcos Rocha
|
Director | April 29, 2011 | ||
/s/ Gilberto Tomazoni
|
Director | April 29, 2011 |
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EXHIBIT INDEX
Exhibit | ||
Number | Exhibit Description | |
31.1
|
Certification by Ricardo Figueiredo Bomeny, Chief Executive Officer and Acting Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Ricardo Figueiredo Bomeny, Chief Executive Officer and Acting Chief Financial Officer. |
9