BENIHANA INC
10-Q, 1996-08-13
EATING 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 July 21, 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, 3,526,016 shares outstanding at August 5,1996


Class A common stock $.10 par value, 2,316,300 shares outstanding at August 5,
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)
                                                                                         July 21,       March 31,
                                                                                            1996             1996
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>               <C>
Assets
Current assets
    Cash and equivalents                                                                 $   5,780        $ 4,722
    Receivables (net of allowance for doubtful amounts of
        $66 in July 1996 and $57 in March 1996, respectively)
         Trade                                                                                 178            155
         Affiliates                                                                             93             91
         Other                                                                                  14              6
- -------------------------------------------------------------------------------------------------------------------

    Total Receivables                                                                          285            252

    Inventories (Note 3)                                                                     2,278          1,833
    Prepaid expenses (Note 4)                                                                  749            920
- -------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                         9,092          7,727

Property and equipment, net                                                                 24,605         24,915
Due from affiliates, long term                                                                 220            232
Deferred income taxes                                                                        1,577          1,577
Other assets (Note 5)                                                                        1,754          1,806
- -------------------------------------------------------------------------------------------------------------------


                                                                                          $ 37,248        $36,257
- -------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
Current liabilities
    Accounts payable and accrued expenses                                                $   6,708       $  6,539
    Current maturities of long-term debt and
         obligations under capital leases                                                    1,482          1,488
- -------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                    8,190          8,027

Long-term debt                                                                               5,826          6,104
Due to affiliates - long term                                                                  398            439
Obligations under capital leases                                                             4,203          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 -
         3,526,016 shares and 3,500,416 shares,
         respectively                                                                          353             352
    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                                                              14,323          14,285
    Retained earnings                                                                        3,721           2,455
- -------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                                  18,631          17,326
- -------------------------------------------------------------------------------------------------------------------


                                                                                          $ 37,248         $36,257
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>


                                     -1-


<PAGE>



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

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

                                                                                       Four Periods Ended
                                                                                   July 21,              July 16,
                                                                                      1996                 1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                   <C>
Revenues

Net restaurant food and beverage sales                                                $25,404             $23,504
Other income                                                                              201                 167
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                         25,605              23,671

Costs and Expenses

Cost of restaurant food and beverage sales                                              6,519               6,446
Restaurant expenses                                                                    15,544              14,145
General and administrative expenses                                                     1,326               1,182
Interest expense                                                                          300                 396
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                               23,689              22,169
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                              1,916               1,502
Income tax provision                                                                      613                 391
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                            $ 1,303             $ 1,111
- -------------------------------------------------------------------------------------------------------------------


Pro Forma Net Income Per Common Share (Note 6)
    Primary and fully diluted earnings per common share                              $   0.21            $   0.18
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>






















                                      -2-



<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                                                                                               1,303

Dividend on preferred stock                                                                                (37)

Exercise of stock options                             1                                 38


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


Balance, July 21, 1996               $2            $353         $232               $14,323              $3,721
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>






























                                    -3-


<PAGE>

<TABLE>

BENIHANA INC. AND SUBSIDIARIES

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

   All dollar amounts in thousands
<CAPTION>
                                                                                            Four Periods Ended
                                                                                          July 21,         July 16,
                                                                                            1996            1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>              <C>
Operating Activities

Net income                                                                               $  1,303         $  1,111
Adjustments to reconcile net income to net
    Cash provided by operating activities:
         Depreciation and amortization                                                        803              661
         Deferred taxes                                                                                        285
    Change in operating assets and liabilities that provided or (used) cash:
              Accounts receivable                                                             (33)              18
              Inventories                                                                    (445)             (64)
              Prepaid expenses                                                                171              290
              Other assets                                                                     19               14
              Accounts payable and accrued expenses                                           168           (1,281)
- -------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities                                                   1,986            1,034
- -------------------------------------------------------------------------------------------------------------------


Investing activities

Expenditures for property and equipment                                                      (447)           (544)
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                                      (447)           (544)
- -------------------------------------------------------------------------------------------------------------------


Financing Activities

Repayment of long-term debt and obligations
    under capital leases                                                                      (483)       (1,470)
Proceeds from issuance of long-term debt                                                                     334
Net cash distributed to BOT                                                                                 (110)
Dividend paid                                                                                  (37)          (20)
Proceeds from issuance of common stock                                                          39            10
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) financing activities                                                       (481)       (1,256)
- -------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                         1,058          (766)

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


Cash and cash equivalents, end of period                                                  $  5,780       $ 1,088
- -------------------------------------------------------------------------------------------------------------------


Supplemental Cash Flow Information

Cash paid during the four periods:
    Interest                                                                              $    261       $   267
    Income taxes                                                                               303           102


See notes to consolidated financial statements.
</TABLE>



                                     -4-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOUR PERIODS ENDED JULY 21, 1996 AND JULY 16, 1995

(UNAUDITED)



1.  GENERAL

    The accompanying consolidated financial statements are unaudited and reflect
    all adjustments (consisting only of normal recurring adjustments at July 21,
    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 four periods  (sixteen weeks) ended July 21, 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 acquisition 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.
<TABLE>
3.  INVENTORIES

    Inventories consist of (in thousands):
<CAPTION>
                                                   July 21,        March 31,
                                                     1996            1996
                                                   --------        --------
<S>                                                <C>             <C>
         Food and beverage                         $   925          $   565
         Supplies                                    1,353            1,268
                                                   -------          -------

                                                   $ 2,278          $ 1,833
                                                   =======          =======

</TABLE>














                                    -5-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

<TABLE>


4.  PREPAID EXPENSES

         Prepaid expenses consist of (in thousands):
<CAPTION>
                                                 July 21,          March 31,
                                                   1996              1996
                                                 --------          ---------
<S>                                              <C>                <C>
         Prepaid insurance                       $    384           $   589
         Prepaid advertising                           17                35
         Other                                        348               296
                                                 --------           -------
                                                 $    749           $   920
                                                 ========           =======

5.  OTHER ASSETS

         Other assets consist of (in thousands):
<CAPTION>
                                                 July 21,          March 31,
                                                   1996              1996
                                                 --------          ---------
<S>                                              <C>               <C>
         Lease acquisition costs                 $    533          $    551
         Cash surrender value of officer's
           Life insurance                             270               270
         Premium on liquor licenses                   651               651
         Security deposits                            174               175
         Preopening expenses                           20                47
         Other                                        106               112
                                                 --------          --------

                                                 $  1,754            $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 (6,055,008 shares in July 1996 and 5,963,784 shares in July
         1995) of Common Stock and Class A Common Stock  outstanding  as of July
         21,  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.










                                    -6-


<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  in the prior  year  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 8.2% and net income increased by
17.3% for the four periods ended July 21, 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 four 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.
















                                    -7-


<PAGE>



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


                                                     Four Periods Ended
                                                   July 21,       July 16,
                                                     1996            1995
                                                   --------       --------
<S>                                                <C>            <C>
Net restaurant sales                               $25,404        $23,504
Other income                                           201            167
                                                   -------        -------

                                                   $25,605        $23,671

<CAPTION>

                                                     Four Periods Ended
                                                   July 21,        July 16,
                                                     1996            1995
                                                   --------       --------
<S>                                                <C>            <C>
Amount of change in total revenues
    from previous year                             $ 1,934        $ 1,847
Percentage change for the
    previous year                                      8.2%           8.5%

</TABLE>
Four  Periods  Ended  July 21,  1996  compared  to July 16,  1995 --  Restaurant
revenues  continued  to  increase  in the four  periods  ended July 21,  1996 as
compared to the equivalent  periods ended July 16, 1995. The Company's  trend of
increases  in  comparable  per unit sales  continued  during  the four  periods.
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.

COSTS AND EXPENSES

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














                                      -8-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

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

                                                        Four Periods Ended
                                                       July 21,      July 16,
                                                         1996          1995
                                                      ---------     ---------
<S>                                                   <C>           <C>
COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of restaurant food and
     beverage sales                                      25.7%         27.4%
Restaurant expenses                                      61.2%         60.2%
General and administrative
    expenses                                              5.2%          5.0%

AMOUNT OF CHANGE FROM
PREVIOUS YEAR (IN THOUSANDS):
Cost of restaurant food and
     beverage sales                                       $73          $180
Restaurant expenses                                    $1,399          $884
General and administrative expenses                      $144         ($110)

PERCENTAGE CHANGE FROM
PREVIOUS YEAR:
Cost of restaurant food and
    beverage sales                                        1.1%          2.9%
Restaurant expenses                                       9.9%          6.7%
General and administrative expenses                      12.2%         (8.6%)
</TABLE>

Four Periods Ended July 21, 1996 Compared to Four Periods Ended July 16, 1995 --
The cost of food and beverage sales  increased  slightly in total amount for the
four periods,  but decreased when expressed as a percentage of sales.  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 four
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 increased during the current
first quarter.

General and administrative costs increased in total amount and 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 four periods of the current year as compared to
the four 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.


                                   -9-


<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 quarter,  the Company improved its working capital
position to $902,000 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 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 late
1996 and early 1997,  respectively.  The Company believes that it has sufficient
cash resources from operating cash flows to provide for capital  improvements as
well as for construction and opening costs without additional borrowings.

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.








                                    -10-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

PART II -   Other Information

Item 4.       Results of Vote of Security Holders

              (a) The registrant held its annual meeting of stockholders on
                  July 19, 1996.

              (b) The following directors were elected at the meeting:

                      Robert G. Greenberg, Taka Yoshimoto, Darwin C. Dornbush

                  Other  directors  whose  term of  office  continue  after  the
                  meeting are set forth below:

                      Rocky H. Aoki, Joel A. Schwartz, John E. Abdo, Irwin K.
                      Chapman

              (c) At the annual  meeting,  holders of the  registrant's  Class A
                  Common Stock voted to elect one Class I director for a term of
                  three years and the holders of the  registrant's  Common Stock
                  voted to elect one Class I director  for a term of three years
                  and  one  Class  III  director  for a term  of two  years.  In
                  addition, holders of the registrant's Common Stock and Class A
                  Common Stock, voting together as a single class, voted for the
                  adoption  of the 1996  Class A Stock  Option  Plan and for the
                  ratification  of  Deloitte  &  Touche  LLP  to  serve  as  the
                  registrant's  independent certified public accountants for the
                  fiscal year ending March 30, 1997.

                  At the meeting,  the following votes for and against,  as well
                  as  the  number  of  abstentions  and  broker  non-votes  were
                  recorded for each matter as set forth below:
<TABLE>
<CAPTION>
                                                                                       WITHHOLD       BROKER
                          MATTER               FOR           AGAINST      ABSTAIN     AUTHORITY      NON-VOTES
                                             --------       --------      -------     ---------     -----------
<S>                                          <C>            <C>           <C>         <C>
                  Election of Directors:

                  Class I:
                  Robert G. Greenberg       2,026,390                                 38,360
                  Taka Yoshimoto            3,353,099                                 29,748

                  Class III:
                  Darwin C. Dornbush        3,353,079                                 29,768

                  Adoption of the 1996
                  Class A Stock Option
                  Plan                      2,199,624       200,451       1,709                      1,187,538

                  Ratification of
                  Independent Public
                  Accountants               3,381,339           616         892

</TABLE>
Item 6.       Exhibits and Reports on Form 8-K

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

              (b) None

                                    -11-


<PAGE>



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

                                                     Four Periods Ended
                                                  July 21,          July 16,
                                                    1996               1995
                                                -----------       ----------
<S>                                             <C>               <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                5,836,959        5,810,991

DILUTIVE EFFECT OF WARRANTS
OUTSTANDING                                         147,093           89,039

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                                70,956           63,754
                                                -----------       ----------

                                                  6,055,008        5,963,784
                                                ===========       ==========

NET INCOME                                      $ 1,303,317       $1,111,252

EFFECT OF DIVIDENDS ON PREFERRED
STOCK ISSUED IN CONNECTION WITH
THE REORGANIZATION                                  (36,923)         (36,923)

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                           $1,266,094          $1,048,496
                                              ==========          ==========

EARNINGS PER SHARE                            $.21                $.18
                                              ====                ====
</TABLE>










                                  -12-


<PAGE>



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

<CAPTION>
                                                      Four Periods Ended
                                                  July 21,          July 16,
                                                    1996              1995
                                                 ----------        ---------
<S>                                              <C>               <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                5,836,959        5,810,991

CONVERTIBLE PREFERRED STOCK                         300,000

DILUTIVE EFFECT OF WARRANTS
OUTSTANDING                                         147,093           89,039

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                                70,956           63,754
                                                 ----------       ----------

                                                  6,355,008        5,963,784
                                                 ==========       ==========

NET INCOME                                       $1,303,317       $1,111,252

EFFECT OF DIVIDENDS ON PREFERRED
STOCK ISSUED IN CONNECTION WITH
THE REORGANIZATION                                                   (36,923)

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                              $1,303,317       $1,048,496
                                                 ==========       ==========

EARNINGS PER SHARE                               $.21             $.18
                                                 ====             ====
</TABLE>








                                   -13-


<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    August 12, 1996                            /s/ Joel A. Schwartz
      ---------------------                        --------------------
                                                   Joel A. Schwartz
                                                   President




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



















                                    -14-


<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial information extracted from the July 21,
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>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               MAR-31-1996
<PERIOD-START>                  APR-01-1996
<PERIOD-END>                    JUL-21-1996
<EXCHANGE-RATE>                           1
<CASH>                                5,780
<SECURITIES>                              0
<RECEIVABLES>                           285
<ALLOWANCES>                             66
<INVENTORY>                           2,278
<CURRENT-ASSETS>                      9,092
<PP&E>                               24,605
<DEPRECIATION>                       26,970
<TOTAL-ASSETS>                       37,248
<CURRENT-LIABILITIES>                 8,190
<BONDS>                              10,427
                     0
                               2
<COMMON>                                585
<OTHER-SE>                           18,044
<TOTAL-LIABILITY-AND-EQUITY>         18,631
<SALES>                              25,404
<TOTAL-REVENUES>                     25,605
<CGS>                                 6,519
<TOTAL-COSTS>                        15,544
<OTHER-EXPENSES>                      1,326
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                      300
<INCOME-PRETAX>                       1,916
<INCOME-TAX>                            613
<INCOME-CONTINUING>                   1,303
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                          1,303
<EPS-PRIMARY>                           .21
<EPS-DILUTED>                           .21
        


</TABLE>


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