BENIHANA INC
10-Q, 1996-11-04
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q

    [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    For the Quarter Ended October 13, 1996

                                     or,

   [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                          Commission File No. 0-12644

                                  Benihana Inc.
              (Exact name of registrant as specified in its charter)

                       Delaware                       65-0538630
              (State or other jurisdiction of        (I.R.S. Employer
              incorporation or organization)         Identification No.)


                8685 Northwest 53rd Terrace, Miami, Florida   33166
                (Address of principal executive offices)      (Zip Code)

        Registrant's telephone number, including area code: (305) 593-0770
  
                                     None
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. Yes X No

         Indicate  by  number  of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.


 Common stock $.10 par value, 3,527,066 shares outstanding at November 4,1996


     Class A common stock $.10 par value, 2,516,300 shares outstanding
                          at November 4, 1996


<PAGE>

BENIHANA INC. AND SUBSIDIARIES

PART I - Financial Information
<TABLE>

CONSOLIDATED BALANCE SHEETS (See Note 2)

   All dollar amounts in thousands, except  per share amounts
<CAPTION>
                                                                                      (Unaudited)
                                                                                      October 13,       March 31,
                                                                                         1996             1996
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>
Assets
Current assets
    Cash and equivalents                                                               $   6,353        $ 4,722
    Receivables (net of allowance for doubtful amounts of
        $62 in October 1996 and $57 in March 1996, respectively)
         Trade                                                                               253            155
         Affiliates                                                                           44             91
         Other                                                                                26              6
- -------------------------------------------------------------------------------------------------------------------

    Total Receivables                                                                        323            252

    Inventories (Note 3)                                                                   2,536          1,833
    Prepaid expenses (Note 4)                                                                770            920
- -------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                       9,982          7,727

Property and equipment, net                                                               24,446         24,915
Due from affiliates, long term                                                               211            232
Deferred income taxes                                                                      1,577          1,577
Other assets (Note 5)                                                                      1,982          1,806
- -------------------------------------------------------------------------------------------------------------------


                                                                                        $ 38,198        $36,257
- -------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
Current liabilities
    Accounts payable and accrued expenses                                               $  6,670        $ 6,539
    Current maturities of long-term debt and
         obligations under capital leases                                                  1,463          1,488
- -------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                  8,133          8,027

Long-term debt                                                                             5,618          6,104
Due to affiliates - long term                                                                376            439
Obligations under capital leases                                                           4,092          4,361

Stockholders' Equity
    Preferred stock - $1.00 par value;
         authorized - 5,000,000 shares, issued
         and outstanding - 2,000 shares                                                        2              2
    Common stock - $.10 par value;
         convertible, authorized - 12,000,000
         shares, issued and outstanding -
         3,527,066 shares and 3,516,066 shares,
         respectively                                                                        353            352
    Class A common stock - $.10 par value;
         authorized - 20,000,000 shares, issued
         and outstanding - 2,516,300 shares and
         2,316,300 shares, respectively                                                      252             232
    Additional paid-in capital                                                            14,839          14,285
    Retained earnings                                                                      4,533           2,455
- -------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                                19,979          17,326
- -------------------------------------------------------------------------------------------------------------------


                                                                                        $ 38,198         $36,257
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>

                                  -1-






BENIHANA INC. AND SUBSIDIARIES
<TABLE>

CONSOLIDATED STATEMENTS OF OPERATIONS (See Note 2)
(UNAUDITED)

   All dollar amounts in thousands, except  per share amounts
<CAPTION>

                                                                                       Three Periods Ended
                                                                                 October 13,           October 8,
                                                                                    1996                  1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                   <C>
Revenues

Net restaurant food and beverage sales                                              $19,019              $17,601
Other income                                                                            157                   98
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                       19,176               17,699

Costs and Expenses

Cost of restaurant food and beverage sales                                            4,833                4,661
Restaurant expenses                                                                  11,839               10,869
General and administrative expenses                                                   1,052                  999
Interest expense                                                                        216                  283
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                             17,940               16,812
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                            1,236                  887
Income tax provision                                                                    395                  198
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                          $   841              $   689
- -------------------------------------------------------------------------------------------------------------------


Pro Forma Net Income Per Common Share (Note 6)
    Primary and fully diluted earnings per common share                             $  0.13              $  0.11
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>




                                -2-



<PAGE>



BENIHANA INC. AND SUBSIDIARIES
<TABLE>

CONSOLIDATED STATEMENTS OF OPERATIONS (See Note 2)
(UNAUDITED)

   All dollar amounts in thousands, except  per share amounts
<CAPTION>

                                                                                       Seven Periods Ended
                                                                                 October 13,           October 8,
                                                                                    1996                  1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                   <C>
Revenues

Net restaurant food and beverage sales                                              $44,423              $41,105
Other income                                                                            358                  265
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                       44,781               41,370

Costs and Expenses

Cost of restaurant food and beverage sales                                           11,352               11,107
Restaurant expenses                                                                  27,383               25,014
General and administrative expenses                                                   2,378                2,181
Interest expense                                                                        516                  679
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                             41,629               38,981
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                            3,152                2,389
Income tax provision                                                                  1,008                  589
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                          $ 2,144              $ 1,800
- -------------------------------------------------------------------------------------------------------------------


Pro Forma Net Income Per Common Share (Note 6)
  Primary and fully diluted earnings per common share                               $   .34              $   .29
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>

                                -3-


<PAGE>




BENIHANA INC. AND SUBSIDIARIES
<TABLE>

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (See Note 2)
(UNAUDITED)

    All dollar amounts in thousands, except per share amounts
<CAPTION>


                                                                      Class A          Additional
                                    Preferred        Common            Common            Paid-in         Retained
                                      Stock           Stock            Stock             Capital          Earnings
- -------------------------------------------------------------------------------------------------------------------
<S>                                 <C>              <C>              <C>              <C>               <C>

Balance, March 31, 1996                  $2            $352             $232             $14,285           $2,455

Net income                                                                                                  2,144

Dividend on preferred stock                                                                                   (66)

Exercise of stock options and
    warrants                                              1               20                 554


- -------------------------------------------------------------------------------------------------------------------


Balance, October 13, 1996                $2            $353             $252             $14,839           $4,533
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>



                                  -4-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES
<TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (See Note 2)
(UNAUDITED)

   All dollar amounts in thousands
<CAPTION>
                                                                                         Seven Periods Ended
                                                                                      October 13,      October 8,
                                                                                         1996             1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>
Operating Activities

Net income                                                                              $ 2,144          $  1,800
Adjustments to reconcile net income to net
    Cash provided by operating activities:
         Depreciation and amortization                                                    1,413             1,148
         Deferred taxes                                                                                       420
    Change in operating assets and liabilities that provided or (used) cash:
              Accounts receivable                                                           (71)               32
              Inventories                                                                  (703)             (228)
              Prepaid expenses                                                              150               135
              Other assets                                                                   19                (1)
              Accounts payable and accrued expenses                                         131            (1,620)
- -------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities                                                 3,083             1,686
- -------------------------------------------------------------------------------------------------------------------


Investing activities

Expenditures for property and equipment                                                    (864)           (1,228)
Investment in Limited Partnership                                                          (253)
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                                  (1,117)           (1,228)
- -------------------------------------------------------------------------------------------------------------------


Financing Activities

Repayment of long-term debt and obligations
    under capital leases                                                                   (844)           (1,834)
Proceeds from issuance of long-term debt                                                                      319
Net cash distributed to BOT                                                                                  (110)
Dividend paid                                                                               (66)              (48)
Proceeds from issuance of common stock                                                      575                37
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) financing activities                                                    (335)           (1,636)
- -------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                      1,631            (1,178)

Cash and cash equivalents, beginning of year                                              4,722             1,854
- -------------------------------------------------------------------------------------------------------------------


Cash and cash equivalents, end of period                                                $ 6,353           $   676
- -------------------------------------------------------------------------------------------------------------------


Supplemental Cash Flow Information

Cash paid during the seven periods:
    Interest                                                                            $   445           $  467
    Income taxes                                                                            646              113


See notes to consolidated financial statements.
</TABLE>


                                      -5-






BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEVEN PERIODS ENDED OCTOBER 13, 1996 AND OCTOBER 8, 1995

(UNAUDITED)



1.  GENERAL

    The accompanying consolidated financial statements are unaudited and reflect
    all adjustments  (consisting only of normal recurring adjustments at October
    13,  1996)  which are, in the opinion of  management,  necessary  for a fair
    presentation of financial position and results of operations. The results of
    operations for the seven periods (twenty-eight weeks) ended October 13, 1996
    are not  necessarily  indicative  of the results to be expected for the full
    year.  Certain  information  and  footnotes  normally  included in financial
    statements   prepared  in  accordance  with  generally  accepted  accounting
    principles  have been  condensed  or  omitted.  The  Company's  fiscal  year
    consists of 13 four-week accounting periods.

2.  BASIS OF PRESENTATION AND ACQUISITION

    The Company's  financial  statements  and the  discussion and data presented
    below  reflect  a  reorganization  pursuant  to which the  Company  acquired
    seventeen  restaurants,  four license agreements and the U.S.  trademarks of
    Benihana of Tokyo,  Inc. and became the successor to Benihana National Corp.
    through  the  merger of BNC and a wholly  owned  subsidiary  of the  Company
    through a  share-for-share  exchange  of  common  equity.  Accordingly,  the
    Company's financial  statements for the period ended July 16, 1995 have been
    restated retroactively to include the historical accounts of BNC and the BOT
    Restaurants without adjustment. The reorganization has been accounted for in
    a manner  similar  to a  pooling  of  interests  since  the  parties  to the
    transaction  were under common control.  In connection with the acquisition,
    the  Company  paid  $3,000,000  in cash and issued  76,905  shares of Common
    Stock, 2,000 shares of $1.00 par value Class A Convertible  Preferred Stock,
    and a 7 1/2% promissory note in the amount of $650,000.

3.  INVENTORIES

<TABLE>
    Inventories consist of (in thousands):
<CAPTION>    
                                        October 13,             March 31,
                                           1996                   1996
                                        ----------              ---------
<S>                                     <C>                     <C>
         Food and beverage                $  967                  $  565
         Supplies                          1,569                   1,268
                                          ------                 -------

                                          $2,536                  $1,833
                                          ======                  ======

</TABLE>



                                   -6-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

<TABLE>


4.  PREPAID EXPENSES

         Prepaid expenses consist of (in thousands):
<CAPTION>
                                             October 13,             March 31,
                                                1996                   1996
                                             ----------              ---------
<S>                                          <C>                     <C>
         Prepaid insurance                    $    240               $  589
         Prepaid Rent                              182                     7
         Prepaid advertising                         3                    35
         Other                                     345                   289
                                              --------               -------

                                              $    770               $   920
                                              ========               =======
</TABLE>
<TABLE>
5.  OTHER ASSETS

         Other assets consist of (in thousands):
<CAPTION>
                                             October 13,             March 31,
                                                1996                   1996
                                             -----------             ---------
<S>                                          <C>                     <C>
         Lease acquisition costs              $    518               $   551
         Cash surrender value of officer's
           Life insurance                          270                   270
         Investment in Limited Partnership         253
         Premium on liquor licenses                651                   651
         Security deposits                         174                   175
         Preopening expenses                        15                    47
         Other                                     101                   112
                                              --------               -------

                                              $  1,982               $ 1,806
                                              ========               =======
</TABLE>

6.  PRO FORMA NET INCOME PER COMMON SHARE

         The pro forma primary net income per common share was computed by using
         the  weighted  average  number  of shares  and  dilutive  common  stock
         equivalents  (6,074,660  shares in October 1996 and 5,982,727 shares in
         October 1995) of Common Stock and Class A Common Stock  outstanding  as
         of October 13,  1996.  In addition to the  weighted  average  number of
         shares and dilutive common stock equivalents,  the calculation of fully
         diluted  earnings  per  share  include  300,000  shares  issuable  upon
         conversion of the  Preferred  Stock.  Fully diluted  earnings per share
         assumes  that the  Preferred  Stock was  converted  into Class A Common
         Stock as of the beginning of the fiscal year.









                                      -7-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


OVERVIEW

The Company's  financial  statements and the discussion and data presented below
reflect a  reorganization  completed  in May 1995  pursuant to which the Company
acquired seventeen restaurants,  four license agreements and the U.S. trademarks
of Benihana of Tokyo,  Inc. and became the successor to Benihana  National Corp.
through the merger of BNC and a wholly owned subsidiary of the Company through a
share-for-share exchange of common equity.

The Company's  revenues  consist of sales of food and beverages  sold in each of
the owned  restaurants  and  licensing  fees received  from  licensees.  Cost of
restaurant  food and beverage sold represents the direct cost of the ingredients
for the prepared food and beverages sold.  Restaurant expenses consist of direct
and  indirect  labor,  occupancy  costs,  advertising  and other  costs that are
directly attributed to each restaurant location.

Restaurant  revenues  and  expenses  are  dependent  upon a  number  of  factors
including  the number of  restaurants  in operation  and  restaurant  patronage.
Revenues  are also  dependent  on the  average  check  amount and  expenses  are
additionally  dependent upon the costs of food and beverages sold,  average wage
rates,  marketing costs and the costs of interest and  administering  restaurant
operations.

The Company's  revenues and net income  surpassed the comparable  periods in the
previous year.  Restaurant revenue increased by 8.3% and net income increased by
22.1% for the three periods and restaurant revenue increased 8.2% and net income
increased 19.1% for the seven periods ended October 13, 1996.  Revenues continue
to increase as a result of sustained  increases in patronage  and the  resulting
revenue  improvements  are  reflected  in  increased  net  income  and per share
earnings.  In the previous year's three and seven periods,  the Company provided
for  federal  income  taxes net of  benefits  derived  from net  operating  loss
carryforwards.  These net operating  loss  carryforwards  were  exhausted in the
previous year and  accordingly the Company is providing for federal income taxes
at full statutory  rates less income tax credits for FICA taxes paid on reported
employee tip income.

REVENUES

The amounts of sales and the changes in amount and  percentage  change in amount
of sales from the previous fiscal year are shown in the following tables.




                                   -8-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES
<TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
<CAPTION>


                                                Three Periods Ended                 Seven Periods Ended
                                            October 13,       October 8,         October 13,      October 8,
                                               1996              1995               1996             1995
                                            -----------       ----------         -----------      ----------
<S>                                         <C>               <C>                <C>              <C>
Net restaurant sales                          $19,019           $17,601           $44,423           $41,105
Other income                                      157                98               358               265
                                              -------           -------           -------           -------

                                              $19,176           $17,699           $44,781           $41,370
                                              =======           =======           =======           =======




                                                Three Periods Ended                 Seven Periods Ended
                                            October 13,       October 8,         October 13,      October 8,
                                               1996              1995               1996             1995
                                            -----------       ----------         -----------      ----------
<S>                                         <C>               <C>                <C>              <C>
Amount of change in total revenues
    from previous year                        $1,418            $1,238             $3,318           $3,050
Percentage change for the
    previous year                                8.1%              7.6%               8.1%             8.0%

</TABLE>
Three and Seven  Periods  Ended  October 13, 1996 compared to October 8, 1995 --
Restaurant  revenues  continued to increase in the three and seven periods ended
October 13, 1996 as compared to the  equivalent  periods  ended October 8, 1995.
The Company's trend of increases in comparable per unit sales  continued  during
the three and seven  periods.  Patronage  continues to increase  resulting  from
favorable consumer response to the Company's advertising programs, from physical
improvements  made to several  restaurant  properties,  including the opening of
sushi bars at several of the Company's restaurants.

COSTS AND EXPENSES

Costs of restaurant  sales,  which are generally  variable with sales,  directly
increased  with  changes  in  revenues  for the  three and  seven  periods.  The
following table reflects the proportion  that the various  elements of costs and
expenses  bore to sales and the  changes in amounts  and  percentage  changes in
amounts from the previous year's three and seven periods.






                                   -9-



<PAGE>



BENIHANA INC. AND SUBSIDIARIES
<TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
<CAPTION>

                                                   Three Periods Ended               Seven Periods Ended
                                               October 13,       October 8,        October 13,       October 8,
                                                  1996              1995              1996              1995
                                               -----------       ----------        -----------       ----------
<S>                                            <C>               <C>               <C>               <C>
COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of restaurant food and
     beverage sales                               25.4%             26.5%             25.6%             27.0%
Restaurant expenses                               62.2%             61.8%             61.6%             60.9%
General and administrative expenses                5.5%              5.7%              5.4%              5.3%

AMOUNT OF CHANGE FROM
PREVIOUS YEAR (IN THOUSANDS):
Cost of restaurant food and
     beverage sales                               $172              ($73)             $245              $107
Restaurant expenses                               $970              $734            $2,369            $1,618
General and administrative expenses                $53               $34              $197               $61

PERCENTAGE CHANGE FROM
PREVIOUS YEAR:
Cost of restaurant food and
    beverage sales                                 3.7%             (1.5%)             2.2%              1.0%
Restaurant expenses                                8.9%              7.2%              9.5%              6.9%
General and administrative expenses                5.3%              3.5%              9.0%              2.7%
</TABLE>

Three and Seven  Periods  Ended  October  13,  1996  Compared to Three and Seven
Periods Ended October 8, 1995 -- The cost of food and beverage  sales  increased
slightly in total dollar amount for the three and seven  periods,  but decreased
when  expressed as a percentage  of sales for both the three and seven  periods.
Favorable  long-term  purchasing  contracts  have been made for certain  seafood
items  covering most of the  Company's  restaurants.  Additionally,  the Company
obtained more favorable pricing from several vendors for other food products and
services  at  several  of the 17  restaurants  that  were  purchased  from  BOT.
Restaurant  expenses  increased in absolute amount and expressed as a percentage
of sales for the three and seven periods. The increase was due to an increase in
labor costs  attributable to the additional  personnel required for the extended
hours of operations in some locations.  Additionally,  advertising and promotion
expense increased during the current year's three and seven periods.

General and  administrative  costs  increased  in total amount for the three and
seven periods,  but decreased in the three periods and increased slightly in the
seven  periods  when  expressed  as a  percentage  of  sales.  The  increase  is
attributable  to an estimate  recorded in the current  year for bonus  awards as
outlined in the Benihana  Incentive  Compensation Plan adopted by the Company in
fiscal 1996.

Interest  costs  decreased in the three and seven periods of the current year as
compared  to the three and seven  periods of the prior  year.  The  decrease  is
attributable to the decrease in total principal  balances  outstanding over that
of the prior year.

The effective income tax rate increased from 26% in the prior year to 32% in the
current year due to the utilization of net operating loss  carryforwards  in the
prior year.

                   
                                   -10-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



LIQUIDITY AND CAPITAL RESOURCES

The Company does not require  significant  amounts of inventory or  receivables.
Therefore,  the Company, as is typical with many restaurant companies,  does not
have to provide financing for such amounts and operates with a minimum amount of
working  capital.  During the seven  periods,  the Company  improved its working
capital position to $1,849,000 from a working capital  deficiency of $300,000 at
March 31, 1996.

The Company has no material commitments for future capital improvements, but the
Company  expects  that it will  continue  to make  expenditures  to improve  the
appearance and efficiency of its restaurants.  The Company has signed leases for
two Benihana Grill  locations in Dallas,  Texas and Sugarland  (Houston),  Texas
opening in early fiscal 1997. The Company  believes that it has sufficient  cash
resources  from  operating  cash  flows  to  provide  for  anticipated   capital
improvements as well as for  construction  and opening costs without  additional
borrowings.




                                    -11-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

PART II - Other Information

Item 6.           Exhibits and Reports on Form 8-K

                  (a) Exhibit 11 Calculation of Earnings Per Share
                       Exhbit 27 Financial Data Schedule

                  (b) None






                                   -12-


<PAGE>



EXHIBIT 11
<TABLE>

                                BENIHANA INC.
                  CALCULATION OF PRIMARY EARNINGS PER SHARE
<CAPTION>

                                                     Seven Periods Ended
                                                 October 13,        October 8,
                                                    1996               1995
                                                 -----------        ----------
<S>                                              <C>                <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                 5,998,133         5,815,545

DILUTIVE EFFECT OF WARRANTS
OUTSTANDING                                                            101,793

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                                 76,257            65,389
                                                  ----------        ----------

                                                   6,074,660         5,982,727
                                                  ==========        ==========

NET INCOME                                        $2,143,679        $1,800,326

EFFECT OF DIVIDENDS ON PREFERRED
STOCK ISSUED IN CONNECTION WITH
THE REORGANIZATION                                   (64,615)          (64,615)

PROFORMA INTEREST ON DEBT INCURRED
TO FINANCE ACQUISITION OF BOT
RESTAURANTS                                                            (36,250)

PROFORMA INTEREST ON DEBT ISSUED
TO BOT TO FINANCE ACQUISITION OF
BOT RESTAURANTS                                                         (6,806)

INCOME TAX EFFECT ON PROFORMA
AMOUNTS OF INTEREST ON
ACQUISITION DEBT INDEBTEDNESS                                           17,222
                                                 ----------         ----------

PROFORMA NET INCOME                              $2,079,660         $1,709,878
                                                 ==========         ==========

EARNINGS PER SHARE                                     $.34               $.29
                                                       ====               ====
</TABLE>






                                    -13-


<PAGE>



EXHIBIT 11
<TABLE>

                             BENIHANA INC.
            CALCULATION OF FULLY DILUTED EARNINGS PER SHARE

<CAPTION>
                                                     Seven Periods Ended
                                                 October 13,        October 8,
                                                    1996               1995
                                                 -----------        ----------
<S>                                              <C>                <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                5,998,133          5,815,545

CONVERTIBLE PREFERRED STOCK                         300,000

DILUTIVE EFFECT OF WARRANTS
OUTSTANDING                                                            101,793

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                                76,257             65,389
                                                 ----------         ----------

                                                  6,374,660          5,982,727
                                                 ==========         ==========

NET INCOME                                       $2,143,679         $1,800,326

EFFECT OF DIVIDENDS ON PREFERRED
STOCK ISSUED IN CONNECTION WITH
THE REORGANIZATION                                                     (64,615)

PROFORMA INTEREST ON DEBT INCURRED
TO FINANCE ACQUISITION OF BOT
RESTAURANTS                                                            (36,250)

PROFORMA INTEREST ON DEBT ISSUED
TO BOT TO FINANCE ACQUISITION OF
BOT RESTAURANTS                                                         (6,806)

INCOME TAX EFFECT ON PROFORMA
AMOUNTS OF INTEREST ON
ACQUISITION DEBT INDEBTEDNESS                                           17,222
                                                 ----------         ----------

PROFORMA NET INCOME                              $2,143,679         $1,709,878
                                                 ==========         ==========

EARNINGS PER SHARE                                     $.34               $.29
                                                       ====               ====

</TABLE>

                                    -14-


<PAGE>


                             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.

                                  Benihana Inc.
                                  (Registrant)




Date    November 4, 1996                          /s/ Joel A. Schwartz
      --------------------                        --------------------
                                                  Joel A. Schwartz
                                                  President




                                                  /s/ Michael R. Burris
                                                  --------------------- 
                                                  Michael R. Burris
                                                  Chief Financial Officer






                              -15-


<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial information extracted from the
October 13, 1996 Financial Statements and is qualified in its entirety by
reference to such Financial Statements.
</LEGEND>
<CIK>                         0000935226
<NAME>                        BENIHANA INC.
<MULTIPLIER>                  1,000
<CURRENCY>                    U.S. DOLLARS
       
<S>                             <C>              <C>
<PERIOD-TYPE>                   3-MOS            6-MOS
<FISCAL-YEAR-END>               MAR-31-1996      MAR-31-1996
<PERIOD-START>                  JUL-22-1996      APR-01-1996
<PERIOD-END>                    OCT-13-1996      OCT-13-1996
<EXCHANGE-RATE>                           1                1
<CASH>                                6,353            6,353
<SECURITIES>                              0                0
<RECEIVABLES>                           323              323
<ALLOWANCES>                             62               62
<INVENTORY>                           2,536            2,536
<CURRENT-ASSETS>                      9,982            9,982
<PP&E>                               24,446           24,446
<DEPRECIATION>                       27,479           27,479
<TOTAL-ASSETS>                       38,198           38,198
<CURRENT-LIABILITIES>                 8,133            8,133
<BONDS>                              10,086           10,086
                     0                0
                               2                2
<COMMON>                                605              605
<OTHER-SE>                           19,372           19,372
<TOTAL-LIABILITY-AND-EQUITY>         19,979           19,979
<SALES>                              19,019           44,423
<TOTAL-REVENUES>                     19,176           44,781
<CGS>                                 4,833           11,352
<TOTAL-COSTS>                        11,839           27,383
<OTHER-EXPENSES>                      1,052            2,378
<LOSS-PROVISION>                          0                0
<INTEREST-EXPENSE>                      216              516
<INCOME-PRETAX>                       1,236            3,152
<INCOME-TAX>                            395            1,008
<INCOME-CONTINUING>                     841            2,144
<DISCONTINUED>                            0                0
<EXTRAORDINARY>                           0                0
<CHANGES>                                 0                0
<NET-INCOME>                            841            2,144
<EPS-PRIMARY>                           .13              .34
<EPS-DILUTED>                           .13              .34
        


</TABLE>


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