BENIHANA INC
10-Q, 1997-01-29
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 January 5, 1997

                                       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 January 29,1997


       Class A common stock $.10 par value, 2,516,300 shares outstanding
                              at January 29, 1997


<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)
                                                                                       January 5,       March 31,
                                                                                          1997             1996
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
Assets
Current assets
    Cash and equivalents                                                               $   6,532        $ 4,722
    Receivables (net of allowance for doubtful amounts of
        $37 in January 1997 and $57 in March 1996, respectively)
         Trade                                                                               188            155
         Affiliates                                                                           41             91
         Other                                                                                10              6
- -------------------------------------------------------------------------------------------------------------------

    Total Receivables                                                                        239            252

    Inventories (Note 3)                                                                   2,877          1,833
    Prepaid expenses (Note 4)                                                              1,823            920
- -------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                      11,471          7,727

Property and equipment, net                                                               24,377         24,915
Due from affiliates, long term                                                               205            232
Deferred income taxes                                                                      1,577          1,577
Other assets (Note 5)                                                                      2,097          1,806
- -------------------------------------------------------------------------------------------------------------------


                                                                                        $ 39,727        $36,257
- -------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
Current liabilities
    Accounts payable and accrued expenses                                              $   7,325       $  6,539
    Current maturities of long-term debt and
         obligations under capital leases                                                  1,392          1,488
- -------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                  8,717          8,027

Long-term debt                                                                             5,409          6,104
Due to affiliates - long term                                                                334            439
Obligations under capital leases                                                           3,914          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                                                                      5,907          2,455
- -------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                                21,353         17,326
- -------------------------------------------------------------------------------------------------------------------


                                                                                        $ 39,727        $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>

                                                                                       Three Periods Ended
                                                                                 January 5,        December 31,
                                                                                   1997               1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
Revenues

Net restaurant food and beverage sales                                               $19,573         $18,837
Other income                                                                             253             132
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                        19,826          18,969

Costs and Expenses

Cost of restaurant food and beverage sales                                             5,078           4,789
Restaurant expenses                                                                   11,693          11,097
General and administrative expenses                                                      784           1,028
Interest expense                                                                         209             299
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                              17,764          17,213
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                             2,062           1,756
Income tax provision                                                                     660             447
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                           $ 1,402         $ 1,309
- -------------------------------------------------------------------------------------------------------------------


Pro Forma Net Income Per Common Share (Note 6)
    Primary earnings per common share                                                $   .22         $   .21
    Fully diluted earnings per common share                                          $   .22         $   .21
- -------------------------------------------------------------------------------------------------------------------


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>

                                                                                      Ten Periods Ended
                                                                                 January 5,        December 31,
                                                                                    1997               1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
Revenues

Net restaurant food and beverage sales                                             $63,996          $59,942
Other income                                                                           611              397
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                      64,607           60,339

Costs and Expenses

Cost of restaurant food and beverage sales                                          16,430           15,896
Restaurant expenses                                                                 39,076           36,111
General and administrative expenses                                                  3,162            3,209
Interest expense                                                                       725              978
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                            59,393           56,194
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                           5,214            4,145
Income tax provision                                                                 1,668            1,036
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                         $ 3,546          $ 3,109
- -------------------------------------------------------------------------------------------------------------------


Pro Forma Net Income Per Common Share (Note 6)
    Primary earnings per common share                                              $   .57          $   .50
    Fully diluted earnings per common share                                        $   .56          $   .50
- -------------------------------------------------------------------------------------------------------------------


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                                                                                             3,546

Dividend on preferred stock                                                                              (94)

Exercise of stock options and
    warrants                           1           20           554


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


Balance, January 5, 1997              $2         $353          $252              $14,839              $5,907
- --------------------------------------------------------------------------------------------------------------


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>
                                                                                Ten Periods Ended
                                                                                     January 5,    December 31,
                                                                                        1997          1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>           <C>
Operating Activities

Net income                                                                             $ 3,546         $ 3,109
Adjustments to reconcile net income to net
    Cash provided by operating activities:
         Depreciation and amortization                                                   1,937           1,679
         Deferred taxes                                                                                    742
    Issuance of common stock for incentive compensation                                                      5
    Change in operating assets and liabilities
         that provided or (used) cash:
              Accounts receivable                                                           13              48
              Inventories                                                               (1,044)           (259)
              Prepaid expenses                                                            (903)           (106)
              Other assets                                                                (105)              2
              Accounts payable and accrued expenses                                        786            (995)
- -------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities                                                4,230           4,225
- -------------------------------------------------------------------------------------------------------------------


Investing activities

Expenditures for property and equipment                                                 (1,305)         (1,669)
Investment in Limited Partnership                                                         (253)
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                                 (1,558)         (1,669)
- -------------------------------------------------------------------------------------------------------------------


Financing Activities

Repayment of long-term debt and obligations
    under capital leases                                                                (1,343)         (2,116)
Proceeds from issuance of long-term debt                                                                   319
Net cash distributed to BOT                                                                               (110)
Dividend paid                                                                              (94)            (77)
Proceeds from issuance of common stock                                                     575              45
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) financing activities                                                   (862)         (1,939)
- -------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                     1,810             617

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


Cash and cash equivalents, end of period                                              $  6,532         $ 2,471
- -------------------------------------------------------------------------------------------------------------------


Supplemental Cash Flow Information

Cash paid during the ten periods:
    Interest                                                                           $   623         $   603
    Income taxes                                                                         1,544             348


See notes to consolidated financial statements.
</TABLE>

                                      -5-

<PAGE>



BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TEN PERIODS ENDED JANUARY 5, 1997 AND DECEMBER 31, 1995

(UNAUDITED)



1.  GENERAL

    The accompanying consolidated financial statements are unaudited and reflect
    all adjustments  (consisting only of normal recurring adjustments at January
    5, 1997)  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 January 5, 1997 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 December 31, 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>
                                             January 5,           March 31,
                                                1997                1996
                                             ----------           ---------
<S>                                          <C>                  <C>
         Food and beverage                     $1,080              $   565
         Supplies                               1,797                1,268
                                               ------              -------

                                               $2,877              $ 1,833
                                               ======              =======
</TABLE>


                                -6-

<PAGE>



BENIHANA INC. AND SUBSIDIARIES



<TABLE>
4.  PREPAID EXPENSES

         Prepaid expenses consist of (in thousands):
<CAPTION>
                                                     January 5,     March 31,
                                                        1997          1996
                                                     ----------     ---------
<S>                                                  <C>            <C>
         Prepaid Deposits                             $    717       $    62
         Prepaid insurance                                 709           589
         Prepaid Rent                                      243             7
         Prepaid advertising                                 0            35
         Other                                             154           227
                                                      --------      --------

                                                      $  1,823      $    920
                                                      ========      ========
</TABLE>
<TABLE>
5.  OTHER ASSETS

         Other assets consist of (in thousands):
<CAPTION>
                                                     January 5,     March 31,
                                                        1997          1996
                                                     ----------     ---------
<S>                                                  <C>            <C>
         Lease acquisition costs                      $    504      $    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                                26            47
         Other                                             219           112
                                                      --------       -------

                                                        $2,097        $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  (6,081,822  shares in January 1997 and 5,991,248 shares in
         December 1995) of Common Stock and Class A Common Stock  outstanding as
         of January 5, 1997.  In  addition  to the  weighted  average  number of
         shares and dilutive common stock equivalents,  the calculation of fully
         diluted  earnings  per share  includes  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.
(BNC)  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.   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 3.9% and net income increased by
7.1% for the three  periods.  Restaurant  revenue  increased 6.8% and net income
increased 14.1% for the ten periods ended January 5, 1997.  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 ten 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                      Ten Periods Ended
                                            January 5,     December 31,              January 5,    December 31,
                                               1997            1995                     1997           1995
                                            ----------     ------------              ----------    ------------
<S>                                         <C>            <C>                       <C>           <C>
Net restaurant sales                          $19,573         $18,837                  $63,996       $59,942
Other income                                      253             132                      611           397
                                              -------         -------                  -------       -------

                                              $19,826         $18,969                  $64,607       $60,339
                                              =======         =======                  =======       =======




                                               Three Periods Ended                    Ten Periods Ended
                                            January 5,      December 31,           January 5,     December 31,
                                               1997             1995                  1997            1995
                                            ----------      ------------           ----------     ------------
<S>                                         <C>             <C>
Amount of change in total revenues
    from previous year                        $   857         $ 1,750                 $4,268         $4,800
Percentage change from the
    previous year                                 4.5%           10.2%                   7.1%           8.7%

</TABLE>
Three and Ten Periods  Ended  January 5, 1997  compared to December  31, 1995 --
Restaurant  revenues  continued  to increase in the three and ten periods  ended
January 5, 1997 as compared to the  equivalent  periods ended December 31, 1995.
The Company's trend of increases in comparable per unit sales  continued  during
the three and ten  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 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.


                                   -9-

<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
                                               January 5,      December 31,        January 5,     December 31,
                                                  1997             1995               1997            1995
                                               ----------      ------------        ----------     ------------
<S>                                            <C>             <C>                 <C>            <C>
COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of restaurant food and
     beverage sales                              25.9%            25.4%               25.7%           26.5%
Restaurant expenses                              59.7%            59.9%               61.1%           60.2%
General and administrative expenses               4.0%             5.5%                4.9%            5.4%

AMOUNT OF CHANGE FROM
PREVIOUS YEAR (IN THOUSANDS):
Cost of restaurant food and
     beverage sales                              $289             ($54)               $534           $  53
Restaurant expenses                              $596           $1,087              $2,966          $2,705
General and administrative expenses             ($244)            ($46)               ($48)           (122)

PERCENTAGE CHANGE FROM
PREVIOUS YEAR:
Cost of restaurant food and
    beverage sales                                6.0%            (1.1                3.4%              .3%
Restaurant expenses                               5.4%            10.9                8.2%             8.1%
General and administrative expenses             (23.7%)           (4.3%)             (1.5%)           (3.7%)
</TABLE>

Three and Ten Periods Ended January 5, 1997 compared to December 31, 1995 -- The
cost of food and beverage  sales  increased in total dollar amount for the three
and ten periods and  increased  in the three  periods and  decreased  in the ten
periods.  The comparable effect of the favorable long-term  purchasing contracts
that  were  made  for  certain  seafood  items  covering  most of the  Company's
restaurants have been largely realized.  Restaurant  expenses increased in total
dollar  amount  during  the  three  and ten  periods,  but when  expressed  as a
percentage  of sales,  decreased in the three  periods and  increased in the ten
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 ten periods.

General and administrative  costs decreased in total dollar amount for the three
and ten periods,  and also decreased in the three and ten periods when expressed
as a percentage of sales.  The amount decreased as a result of the collection of
franchise  receivables in the current year previously reserved.  The decrease in
the percentage of sales is attributable to the increase in sales compared to the
generally fixed nature of such expenses.

Interest  costs  decreased  in the three and ten periods of the current  year as
compared  to the three  and ten  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 ten  periods,  the  Company  improved  its working
capital position to $3,054,000 from a working capital  deficiency of $300,000 at
March 31, 1996.  The Company's  cash  position has improved to  $6,532,000  from
$4,722,000, principally through the results of operations.

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 1998. 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>

                                                      Ten Periods Ended
                                                  January 5,       December 31,
                                                     1997              1995
                                                  ----------       ------------
<S>                                               <C>              <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                 6,004,931          5,818,606

DILUTIVE EFFECT OF WARRANTS
OUTSTANDING                                                             112,816

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                                 76,891             59,826
                                                  ----------         ----------

                                                   6,081,822          5,991,248
                                                  ==========         ==========

NET INCOME                                        $3,546,433         $3,109,048

EFFECT OF DIVIDENDS 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)

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                               $3,454,125         $2,990,906
                                                  ==========         ==========

EARNINGS PER SHARE                                      $.57               $.50
                                                        ====               ====
</TABLE>

                                    -13-

<PAGE>



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


                                                        Ten Periods Ended
                                                 January 5,        December 31,
                                                    1997              1995
                                                 ----------        ------------
<S>                                              <C>               <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                6,004,931          5,818,606

CONVERTIBLE PREFERRED STOCK                         300,000

DILUTIVE EFFECT OF WARRANTS
OUTSTANDING                                                            112,816

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                                76,891             59,826
                                                 ----------         ----------

                                                  6,381,822          5,991,248
                                                 ==========         ==========

NET INCOME                                       $3,546,433         $3,109,048

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

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                              $3,546,433         $2,990,906
                                                 ==========         ==========

EARNINGS PER SHARE                                     $.56               $.50
                                                       ====               ====
</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       January 29, 1997                      /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
January 5, 1997 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-31-1996    MAR-31-1996
<PERIOD-START>                  OCT-14-1996    APR-01-1996
<PERIOD-END>                    JAN-05-1997    JAN-05-1997
<EXCHANGE-RATE>                           1              1
<CASH>                                6,532          6,532
<SECURITIES>                              0              0
<RECEIVABLES>                           239            239
<ALLOWANCES>                             37             37
<INVENTORY>                           2,877          2,877
<CURRENT-ASSETS>                     11,471         11,471
<PP&E>                               24,377         24,377
<DEPRECIATION>                       28,058         28,058
<TOTAL-ASSETS>                       39,727         39,727
<CURRENT-LIABILITIES>                 8,717          8,717
<BONDS>                               9,657          9,657
                     0              0
                               2              2
<COMMON>                                605            605
<OTHER-SE>                           20,746         20,746
<TOTAL-LIABILITY-AND-EQUITY>         39,727         39,727
<SALES>                              19,573         63,996
<TOTAL-REVENUES>                     19,826         64,607
<CGS>                                 5,078         16,430
<TOTAL-COSTS>                        11,693         39,076
<OTHER-EXPENSES>                        784          3,162
<LOSS-PROVISION>                          0              0
<INTEREST-EXPENSE>                      209            725
<INCOME-PRETAX>                       2,062          5,214
<INCOME-TAX>                            660          1,668
<INCOME-CONTINUING>                   1,402          3,546
<DISCONTINUED>                            0              0
<EXTRAORDINARY>                           0              0
<CHANGES>                                 0              0
<NET-INCOME>                          1,402          3,546
<EPS-PRIMARY>                           .22            .57
<EPS-DILUTED>                           .22            .56
        


</TABLE>


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