BENIHANA INC
10-Q, 1996-01-24
EATING & DRINKING PLACES
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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 December 31, 1995

                                       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, 3,510,266 shares outstanding
                               at January 23, 1996


        Class A common stock $.10 par value, 2,316,300 shares outstanding
                               at January 23, 1996





<PAGE>


BENIHANA INC. AND SUBSIDIARIES

PART I - Financial Information
<TABLE>

CONSOLIDATED BALANCE SHEETS (See Note 2)

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

                                                                                    December 31,        March 26,
                                                                                       1995               1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                 <C>

Assets
Current assets
    Cash and equivalents                                                              $  2,471           $ 1,854
    Receivables
         Trade                                                                             260               269
         Affiliates                                                                         92                80
         Other                                                                               1                52
- -------------------------------------------------------------------------------------------------------------------

    Total Receivables                                                                      353               401

    Inventories (Note 3)                                                                 1,819             1,559
    Prepaid expenses (Note 4)                                                            1,404             1,297
- -------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                     6,047             5,111

Property and equipment, net                                                             25,129            25,071
Due from affiliates, long term                                                             240               265
Deferred income taxes, net                                                                 640             1,383
Other assets (Note 5)                                                                    1,847             1,892
- -------------------------------------------------------------------------------------------------------------------


                                                                                      $ 33,903           $33,722
- -------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
Current liabilities
    Accounts payable and accrued expenses                                             $  5,956           $ 6,951
    Current maturities of long-term debt and
         obligations under capital leases                                                1,471             1,683
- -------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                7,427             8,634

Long-term debt                                                                           6,312             7,357
Due to affiliates - long term                                                              470               650
Obligations under capital leases                                                         4,517             4,876

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 -
         3,510,266 shares and 3,492,916 shares,
         respectively                                                                      351               349
    Class A common stock - $.10 par value;
         authorized - 20,000,000 shares, issued
         and outstanding - 2,316,300 shares                                                232               232
    Additional paid-in capital                                                          13,275            13,337
    Retained earnings (accumulated deficit)                                              1,317            (1,715)
- -------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                              15,177            12,205
- -------------------------------------------------------------------------------------------------------------------


                                                                                       $33,903           $33,722
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>
<PAGE>

BENIHANA INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS (See Note 2)

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

                                                                                       Three Periods Ended          
                                                                                 December 31,          January 1,
                                                                                    1995                  1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                   <C>
Revenues

Net restaurant food and beverage sales                                              $18,837             $17,087
Other income                                                                            132                  79
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                       18,969              17,166

Costs and Expenses

Cost of restaurant food and beverage sales                                            4,789               4,843
Restaurant expenses                                                                  11,097              10,010
General and administrative expenses                                                   1,028               1,074
Interest expense                                                                        299                 268
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                             17,213              16,195
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                            1,756                 971
Income tax provision                                                                    447                  77
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                          $ 1,309             $   894
- -------------------------------------------------------------------------------------------------------------------


Pro Forma Net Income Per Common Share (Note 6)                                      $  0.21             $  0.14
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>
<PAGE>


BENIHANA INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS (See Note 2)
(UNAUDITED)

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

                                                                                          Ten Periods Ended          
                                                                                  December 31,          January 1,
                                                                                     1995                  1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                   <C>
Revenues

Net restaurant food and beverage sales                                               $59,942             $55,142
Other income                                                                             397                 342
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                        60,339              55,484

Costs and Expenses

Cost of restaurant food and beverage sales                                            15,896              15,843
Restaurant expenses                                                                   36,111              33,406
General and administrative expenses                                                    3,209               3,331
Interest expense                                                                         978                 886
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                              56,194              53,466
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                             4,145               2,018
Income tax provision                                                                   1,036                 152
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                          $  3,109             $ 1,866
- -------------------------------------------------------------------------------------------------------------------


Pro Forma Net Income Per Common Share (Note 6)                                      $   0.50             $  0.28
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>
<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>
 
                                                                                                                   (Accumulated)
                                                                              Class A            Additional           Deficit)/
                                        Preferred          Common             Common              Paid-in             Retained
                                          Stock             Stock              Stock              Capital             Earnings
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                <C>                <C>               <C>

Balance, March 26, 1995                     $2                $349             $232              $13,337                 ($1,715)

Net income                                                                                                                 3,109

Dividend on preferred stock                                                                                                  (77)

Exercise of stock options                                        2                                    43

Issuance of common stock
   for incentive compensation                                                                          5

Distribution to BOT                                                                                 (110)
- ---------------------------------------------------------------------------------------------------------------------------------


Balance, December 31, 1995                  $2                $351            $232               $13,275                 $ 1,317
- ---------------------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>
<PAGE>


BENIHANA INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (See Note 2)
(UNAUDITED)

   All dollar amounts in thousands, except as per share amounts
<CAPTION>
                                                                                            Ten Periods Ended      
                                                                                        December 31,     January 1,
                                                                                            1995           1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>              <C>       
Operating Activities

Net income                                                                                $ 3,109          $  1,866
Adjustments to reconcile net income to net
    Cash provided by operating activities:
         Depreciation and amortization                                                      1,679             1,613
    Issuance of common stock for incentive compensation                                         5
    Change in operating assets and liabilities
         that provided or (used) cash:
              Accounts receivable                                                              48                67
              Inventories                                                                    (259)             (104)
              Prepaid expenses                                                               (106)             (256)
              Other assets                                                                      2                88
              Accounts payable and accrued expenses                                          (995)              190
              Deferred taxes                                                                  742
- -------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities                                                   4,225             3,464
- -------------------------------------------------------------------------------------------------------------------


Investing activities

Expenditures for property and equipment                                                    (1,669)             (837)
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                                    (1,669)             (837)
- -------------------------------------------------------------------------------------------------------------------


Financing Activities

Repayment of long-term debt and obligations
    under capital leases                                                                   (2,116)          (1,919)
Proceeds from issuance of long-term debt                                                      319
Net cash distributed to BOT                                                                  (110)            (590)
Dividend paid                                                                                 (77)
Proceeds from issuance of common stock                                                         45
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) financing activities                                                    (1,939)          (2,509)
- -------------------------------------------------------------------------------------------------------------------

Net decrease in cash and cash equivalents                                                     617              118

Cash and cash equivalents, beginning of year                                                1,854            1,455
- -------------------------------------------------------------------------------------------------------------------


Cash and cash equivalents, end of period                                                  $ 2,471          $ 1,573
- -------------------------------------------------------------------------------------------------------------------


Supplemental Cash Flow Information

Cash paid during the ten periods:
    Interest                                                                              $   603          $   473
    Income taxes                                                                              348              148

Noncash Items:
Capital lease obligations of $269 were incurred in the ten periods ended January 1, 1995 when the
Company entered into lease agreements for new equipment.

See notes to consolidated financial statements.
</TABLE>    
<PAGE>

BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TEN PERIODS ENDED DECEMBER 31, 1995 AND JANUARY 1, 1995

(UNAUDITED)



1.  GENERAL

     The  accompanying  consolidated  financial  statements  are  unaudited  and
     reflect all adjustments (consisting only of normal recurring adjustments at
     December 31, 1995) 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 ten periods (forty weeks) ended December 31,
     1995 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.  The  current  fiscal year
     consists of 53 weeks.

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 January 1, 1995 have
     been restated  retroactively to include the historical  accounts of BNC and
     the BOT Restaurants without adjustment.

     The  acquisition of the BOT  Restaurants has been accounted for in a manner
     similar to a pooling of interests since the parties to the transaction were
     under common control. 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.

<TABLE>
3.  INVENTORIES

    Inventories consist of (in thousands):
<CAPTION>
                                                             December 31,              March 26,
                                                                 1995                    1995   
                                                             ------------              ---------
<S>                                                           <C>                       <C>
         Food and beverage                                     $   645                  $   560
         Supplies                                                1,174                      999
                                                             ------------              ---------  
                                                               $ 1,819                  $ 1,559

<PAGE>

BENIHANA INC. AND SUBSIDIARIES




4.  PREPAID EXPENSES

         Prepaid expenses consist of (in thousands):
<CAPTION>
                                                              December 31,              March 26,
                                                                  1995                    1995   
                                                              ------------              ---------
<S>                                                           <C>                       <C>
         Prepaid insurance                                     $   907                  $  687
         Prepaid advertising                                        56                     148
         Other                                                     441                     462
                                                              ------------              ---------
                                                               $ 1,404                  $1,297
                                                              ------------              ---------

5.  OTHER ASSETS

         Other assets consist of (in thousands):
<CAPTION>
                                                              December 31,              March 26,
                                                                  1995                    1995   
                                                              ------------              ---------
<S>                                                           <C>                       <C>
         Lease acquisition costs                               $   566                  $  613
         Restaurant management fee
           Receivable                                               17                      48
         Cash surrender value of officer's
           Life insurance                                          240                     240
         Premium on liquor licenses                                651                     651
         Security deposits                                         195                     214
         Preopening expenses                                        57                       2
         Other                                                     121                     124
                                                              ------------              ---------
                                                               $ 1,847                  $1,892

</TABLE>
6.  PRO FORMA NET INCOME PER COMMON SHARE

     The pro  forma net  income  per  common  share  was  computed  by using the
     weighted  average  number of shares and dilutive  common stock  equivalents
     (5,991  thousand  shares  in  December  1995 and 5,820  thousand  shares in
     January  1995) of Common Stock and Class A Common Stock  outstanding  as of
     December 31, 1995. The amounts of preferred  dividends and interest expense
     that would have been  incurred  as a result of the  acquisition  of the BOT
     Restaurants  described  above have been factored in the  calculation of pro
     forma earnings from the beginning of each of the ten periods ended December
     31, and January 1, 1995.

<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  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 in each of
the Company-owned  restaurants and licensing fees received from licensees.  Cost
of  restaurant  food  and  beverages  sold  represents  the  direct  cost of the
ingredients for the prepared food and beverages.  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 administering  restaurant operations and
interest.

The Company's  revenues and net income  attained  record levels during the three
and ten periods ended December 31, 1995 surpassing the comparable periods in the
previous year.  Restaurant revenue increased by 10.2% and 8.7% for the three and
ten periods, respectively. Net income increased by 46.4% and 66.6% for the three
and ten periods, respectively. Revenues are increasing as a result of continuing
increases in patronage and the resulting  revenue  improvements are reflected in
increased net income and per share earnings. In the previous year's ten periods,
federal  income taxes were not provided  because of the existence of substantial
net operating  losses.  The Company has provided for federal income taxes during
the ten periods ended  December 31, 1995,  since taxable  income is estimated to
utilize the remaining tax assets from net operating loss carryforwards.

Earnings  per share have been  affected  by  additional  equivalent  shares from
options and warrants that became  dilutive during the ten periods because of the
increase in the market price of the Common and Class A Stock.

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.

<PAGE>

BENIHANA INC. AND SUBSIDIARIES
<TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
<CAPTION>


                                                Three Periods Ended                 Ten Periods Ended        
                                            December 31,       January 1,       December 31,      January 1,
                                                1995             1995               1995            1995    
                                            ------------       ----------       ------------      ----------
<S>                                         <C>                <C>              <C>               <C>
Net restaurant sales                          $18,837          $17,087             $59,942        $55,142
Other income                                      132               79                 397            342
                                            ------------       ----------       ------------      ----------
                                              $18,969          $17,166             $60,339        $55,484

<CAPTION>
 
                                                Three Periods Ended                  Ten Periods Ended        
                                            December 31,       January 1,       December 31,      January 1,
                                                1995             1995               1995            1995    
                                            ------------       ----------       ------------      ----------
<S>                                         <C>                <C>              <C>               <C>  
Amount of change from
    previous year                              $1,750             $898              $4,800         $2,339
Percentage change for the
    previous year                                10.2%             5.5%                8.7%           4.4%
Comparable sales per unit                        $496             $462              $1,606         $1,490
Percentage growth in comparable
    sales restaurant                              7.4%             5.5%                7.8%           4.4%

</TABLE>
Three and Ten Periods  Ended  December 31, 1995 compared to January 1, 1995
- -- Restaurant  revenues  continued to increase in both the three and ten periods
ended December 31, 1995 as compared to the  equivalent  periods ended January 1,
1995. The Company's  trend of increases in comparable  per unit sales  continued
during the three and ten periods with 7.4% and 7.8%, respectively.  Patronage at
Benihana continues to increase resulting from favorable consumer response to the
Company's  advertising  programs  from  physical  improvements  made to  several
restaurant  properties,  from opening the  restaurants  for lunch service on the
weekends  and  opening  sushi  bars  and  Karaoke  centers  at  several  of  the
restaurants.   Customer  counts   increased  7.3%  through  the  third  quarter.
Additionally,   the  first  Benihana  Grill  opened  on  October  12,  1995  and
contributed to .5% of the increase in restaurant revenues for the ten periods.

COSTS AND EXPENSES

Costs of  restaurant  sales,  which  are  generally  variable  with  sales,
directly  increased with changes in revenues for the ten 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 ten periods.

<PAGE>

BENIHANA INC. AND SUBSIDIARIES

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

 
                                                Three Periods Ended                 Ten Periods Ended        
                                            December 31,       January 1,       December 31,      January 1,
                                                1995             1995               1995            1995    
                                            ------------       ----------       ------------      ----------
<S>                                         <C>                <C>              <C>               <C>
COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of restaurant food and
     beverage sales                              25.4%           28.3%             26.5%            28.7%
Restaurant expenses                              59.9%           58.6%             60.2%            60.6%
General and administrative
    expenses                                      5.5%            6.3%              5.4%             6.0%

AMOUNT OF CHANGE FROM
PREVIOUS YEAR (IN THOUSANDS):
Cost of restaurant food and
     beverage sales                               ($54)           $531              $53           $1,366
Restaurant expenses                             $1,087             $41           $2,705             $551
General and administrative expenses               ($46)           $127            ($122)            $183

PERCENTAGE CHANGE FROM
PREVIOUS YEAR:
Cost of restaurant food and
    beverage sales                                (1.1%)          12.3%              .3%             9.4%
Restaurant expenses                               10.9%             .4%             8.1%             1.7%
General and administrative expenses               (4.3%)          13.4%            (3.7%)            5.8%
</TABLE>

Three and Ten Periods  Ended  December  31, 1995  Compared to Three and Ten
Periods Ended January 1, 1995 -- The cost of food and beverage  sales  decreased
in total amount for the three  periods and  increased  for the ten periods,  but
decreased  for both the three and ten periods when  expressed as a percentage of
sales.   Long-term   purchasing  contracts  have  been  made  for  lobster  that
effectively lock in a lower price for 22 of the Company's restaurants where such
arrangements  are feasible.  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  Benihana  of Tokyo.  Restaurant
expenses  increased  in  absolute  amount  for both the three  and ten  periods.
Restaurant  expenses  expressed as a percentage of sales increased for the three
periods but decreased for the ten periods.  The increase was due to  accelerated
spending  for  repair  and  maintenance  to improve  the  appearance  of several
restaurants.  Also,  during the  previous  year's  three  periods,  the  Company
received a refund on workers  compensation  premiums resulting in lower benefits
costs in fiscal 1995.  The decrease for the ten periods is due to an increase in
sales and because of the generally fixed nature of such expenses.

Interest costs  increased  during the three and ten periods  because of the
additional borrowings made to acquire the BOT Restaurant properties. Despite the
increase in outstanding debt,  interest cost has not risen  significantly due to
the  Company's  successful  efforts in reducing its interest rate as part of the
consolidation  of the Company's  bank  indebtedness  (see  Liquidity and Capital
Resources below).
<PAGE>

BENIHANA INC. AND SUBSIDIARIES

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



LIQUIDITY AND CAPITAL RESOURCES

The Company, as is typical with many restaurant companies, does not have to
provide  financing for inventories  and accounts  receivable and operates with a
working  capital  deficiency.  The Company's  deficiency  in working  capital of
$1,380 decreased by $2,143 for the ten periods ended December 31, 1995.

The Company  expended  $832 more for  property  and  equipment  than it did
during the previous  comparable ten periods.  This was a result of  expenditures
made to build the  Benihana  Grill in  Sacramento,  California  which  opened on
October 12,  1995.  The  Benihana  Grill is a smaller  version of a  traditional
Benihana  restaurant.  The approximate  construction  and opening costs for this
first location were $550,000.  Management believes that the reduced construction
and opening  costs for the Benihana  Grill expands the potential for the Company
to penetrate smaller markets.

Additionally,  the Company has accelerated physical improvements to several
restaurant locations and added facilities for serving and preparing sushi.

The Company  financed the  $6,150,000  aggregate  purchase price of the BOT
Restaurants by issuing  76,905 shares of comon stock;  2,000 shares of preferred
stock with a $2,000,000  liquidation  value; a note payable to BOT in the amount
of  $650,000;  and  $3,000,000  in  cash.  The  cash  portion  was  financed  by
consolidating  BNC's  previously  existing  bank term loans and  increasing  the
amount borrowed.  Although the amount borrowed under the term loan agreement has
increased,   periodic   principal   payment   requirements   have  decreased  by
approximately $800,000 annually.

The Company's  senior  lender has also  committed to increase the amount of
the term loan by approximately  $700,000 at the Company's request if the request
is made by May 1996.  The  Company's  senior  lender has also made  available an
additional $500,000 working capital line of credit.  These additional  borrowing
facilities may be used for working  capital  purposes,  to make  improvements to
owned  restaurant  properties  or  to  finance  the  development  of  additional
restaurant locations.  Management believes that it has sufficient cash resources
to provide for its operating cash needs and to make anticipated  improvements to
its restaurants without utilizing the additional borrowing facilities.
<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
                  Exhibit 27 Financial Data Schedule

             (b)  None

<PAGE>

EXHIBIT 11
<TABLE>
                                                   BENIHANA INC.
                                         CALCULATION OF EARNINGS PER SHARE
<CAPTION>

                                                                              Ten Periods Ended       
                                                                         December 31,        January 1,
                                                                            1995               1995    
                                                                         ------------        ----------
<S>                                                                      <C>                 <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                                        5,818,606          5,732,211

(COMMON & CLASS A) COMMON STOCK
ISSUED TO BOT IN CONNECTION WITH
THE REORGANIZATION                                                                              76,905

DILUTIVE EFFECT OF WARRANTS
OUTSTANDING (1)                                                             112,816

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                                                        59,826             10,431

                                                                          5,991,248          5,819,547

NET INCOME                                                              $ 3,109,048         $1,866,387

EFFECT OF DIVIDENDS (PROFORMA IN
1994) ON PREFERRED STOCK ISSUED IN
CONNECTION WITH THE
REORGANIZATION                                                              (92,308)           (92,308)

PROFORMA INTEREST ON DEBT INCURRED
TO FINANCE ACQUISITION OF BOT
RESTAURANTS                                                                 (36,250)          (200,769)

PROFORMA INTEREST ON DEBT ISSUED
TO BOT TO FINANCE ACQUISITION OF
BOT RESTAURANTS                                                              (6,806)           (37,692)

INCOME TAX EFFECT ON PROFORMA
AMOUNTS OF INTEREST ON
ACQUISITION DEBT INDEBTEDNESS                                                17,222             95,385
                                                                         -----------        -----------
PROFORMA NET INCOME                                                      $2,990,906         $1,631,003
                                                                         -----------        -----------
EARNINGS PER SHARE                                                       $.50               $.28

(1) Antidilutive in 1994
</TABLE>
<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   January 23, 1996                                  /s/ Joel A. Schwartz
- -----------------------                                  --------------------
                                                         Joel A. Schwartz
                                                         President




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

<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial information extracted from the
December 31, 1995 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          9-MOS
<FISCAL-YEAR-END>               MAR-26-1995    MAR-26-1995
<PERIOD-START>                  OCT-9-1995     MAR-27-1995
<PERIOD-END>                    DEC-31-1995    DEC-31-1995
<EXCHANGE-RATE>                           1              1
<CASH>                                2,471          2,471
<SECURITIES>                              0              0
<RECEIVABLES>                           353            353
<ALLOWANCES>                             63             63
<INVENTORY>                           1,819          1,819
<CURRENT-ASSETS>                      6,047          6,047
<PP&E>                               25,129         25,129
<DEPRECIATION>                       25,478         25,478
<TOTAL-ASSETS>                       33,903         33,903
<CURRENT-LIABILITIES>                 7,427          7,427
<BONDS>                              11,299         11,299
                     0              0
                               2              2
<COMMON>                                583            583
<OTHER-SE>                           14,592         14,592
<TOTAL-LIABILITY-AND-EQUITY>         33,903         33,903
<SALES>                              18,837         59,942
<TOTAL-REVENUES>                     18,969         60,339
<CGS>                                 4,789         15,896
<TOTAL-COSTS>                        11,097         36,111
<OTHER-EXPENSES>                      1,028          3,209
<LOSS-PROVISION>                          0              0
<INTEREST-EXPENSE>                      299            978
<INCOME-PRETAX>                       1,756          4,145
<INCOME-TAX>                            447          1,036
<INCOME-CONTINUING>                   1,309          3,109
<DISCONTINUED>                            0              0
<EXTRAORDINARY>                           0              0
<CHANGES>                                 0              0
<NET-INCOME>                          1,309          3,109
<EPS-PRIMARY>                           .21            .50
<EPS-DILUTED>                           .21            .50
        


</TABLE>


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