BENIHANA INC
10-Q, 1997-11-13
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-Q

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

                     For the Quarter Ended October 12, 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, 3,557,366 shares outstanding at November 12, 1997


     Class A common stock $.10 par value, 2,517,133 shares outstanding at
                          November 12, 1997



<PAGE>



BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SEVEN PERIODS ENDED OCTOBER 12, 1997




TABLE OF CONTENTS
                                                                      PAGE
PART I -      Financial Information

              Consolidated Balance Sheets at October 12, 1997
                (unaudited) and March 30, 1997                         1

              Consolidated Statements of Operations
                (unaudited) for the Three and Seven Periods
                Ended October 12, 1997 and October 13, 1996          2 - 3

              Consolidated Statement of Stockholders' Equity
                (unaudited) for the Seven Periods Ended
                October 12, 1997                                       4

              Consolidated Statements of Cash Flows
                (unaudited) for the Seven Periods Ended
                October 12, 1997 and October 13, 1996                  5

              Notes to the Consolidated Financial
                Statements                                           6 - 7

              Management's Discussion and Analysis of the
                Financial Condition and Results of
                Operations                                           8 - 11


PART II -     Other Information                                        12

              Exhibit 11                                               13


<PAGE>

BENIHANA INC. AND SUBSIDIARIES

PART I - Financial Information
<TABLE>
CONSOLIDATED BALANCE SHEETS

   All dollar amounts in thousands, except  per share amounts
<CAPTION>
                                                                                 (Unaudited)
                                                                                  October 12,      March 30,
                                                                                    1997             1997
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
Assets
Current assets:
    Cash and equivalents                                                            $ 7,213         $ 7,043
    Receivables (net of allowance for doubtful amount of
        $0 in October 1997 and $27 in March 1997)
         Trade                                                                          279             218
         Other                                                                           58             324
- -------------------------------------------------------------------------------------------------------------------

    Total Receivables                                                                   337             542

    Inventories (Note 2)                                                              2,955           3,148
    Prepaid expenses (Note 3)                                                           992             837
- -------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                 11,497          11,570

Property and equipment, net                                                          26,268          25,416
Deferred income taxes, net                                                            1,355           1,487
Other assets (Note 4)                                                                 2,399           2,089
- -------------------------------------------------------------------------------------------------------------------

                                                                                    $41,519         $40,562
- -------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable and accrued expenses                                           $ 6,565         $ 7,018
    Current maturities of long-term debt and
         obligations under capital leases                                             1,422           1,436
- -------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                             7,987           8,454

Long-term debt                                                                        4,785           5,271
Due to affiliates - long term                                                           233             312
Obligations under capital leases                                                      3,526           3,771

Stockholders' Equity:
    Preferred stock - $1.00 par value;
         authorized - 5,000,000 shares, issued
         and outstanding - 1,500 shares and
         2,000 shares, respectively                                                       2               2
    Common stock - $.10 par value;
         convertible into Class A Common, authorized -
         12,000,000 shares, issued and outstanding -
         3,557,366 shares and 3,557,366 shares,
         respectively                                                                   356             356
    Class A common stock - $.10 par value;
         authorized - 20,000,000 shares, issued
         and outstanding - 2,517,133 shares and
         2,516,300 shares, respectively                                                 252             252
    Additional paid-in capital                                                       14,984          14,978
    Retained earnings                                                                 9,510           7,282
    Treasury stock - 9,177 shares at cost                                              (116)           (116)
- -------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                           24,988          22,754
- -------------------------------------------------------------------------------------------------------------------

                                                                                    $41,519         $40,562
- -------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements
</TABLE>
                                 -1-
<PAGE>


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

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

                                                                                      Three Periods Ended
                                                                                   October 12,       October 13,
                                                                                     1997              1996
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>
Revenues

Net restaurant food and beverage sales                                              $21,044          $19,019
Other income                                                                            148              157
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                       21,192           19,176

Costs and Expenses

Cost of restaurant food and beverage sales                                            5,467            4,833
Restaurant expenses                                                                  12,844           11,839
General and administrative expenses                                                   1,152            1,052
Interest expense                                                                        160              216
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                             19,623           17,940
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                            1,569            1,236
Income tax provision                                                                    429              395
- -------------------------------------------------------------------------------------------------------------------

Net Income                                                                          $ 1,140           $  841
- -------------------------------------------------------------------------------------------------------------------

Net Income Per Common Share (Note 5)
    Primary and fully diluted earnings per common share                             $   .18           $  .13
- -------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements
</TABLE>



                                -2-

<PAGE>


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

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

                                                                                       Seven Periods Ended
                                                                                   October 12,       October 13,
                                                                                      1997              1996
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>
Revenues

Net restaurant food and beverage sales                                               $48,444           $44,423
Other income                                                                             337               358
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                        48,781            44,781

Costs and Expenses

Cost of restaurant food and beverage sales                                            12,497            11,352
Restaurant expenses                                                                   29,372            27,383
General and administrative expenses                                                    2,535             2,378
Interest expense                                                                         377               516
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                              44,781            41,629
- -------------------------------------------------------------------------------------------------------------------

Income from operations before income taxes                                             4,000             3,152
Income tax provision                                                                   1,220             1,008
- -------------------------------------------------------------------------------------------------------------------

Net Income                                                                           $ 2,780           $ 2,144
- -------------------------------------------------------------------------------------------------------------------

Net Income Per Common Share (Note 5)
    Primary and fully diluted earnings per common share                              $   .44           $   .34
- -------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements
</TABLE>



                                  -3-


<PAGE>


BENIHANA INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)

    All dollar amounts in thousands
<CAPTION>


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

Balance, March 30, 1997               $2          $356         $252         $14,978         $7,282        ($116)

Net income                                                                                   2,780

Preferred stock redeemed                                                                      (500)

Dividend on preferred stock                                                                    (52)

Exercise of stock options                                                         6
- -------------------------------------------------------------------------------------------------------------------

Balance, October 12, 1997             $2          $356         $252         $14,984         $9,510        ($116)
- -------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements
</TABLE>









                                 -4-

<PAGE>



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

   All dollar amounts in thousands
<CAPTION>
                                                                                        Seven Periods Ended
                                                                                     October 12,     October 13,
                                                                                        1997            1996
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C> 
Operating Activities

Net income                                                                              $2,780          $2,144
Adjustments to reconcile net income to net
    Cash provided by operating activities:
         Depreciation and amortization                                                   1,403           1,413
    Change in operating assets and liabilities
         that provided or (used) cash:
              Accounts receivable                                                          204             (71)
              Inventories                                                                  193            (703)
              Prepaid expenses                                                            (154)            150
              Other assets                                                                (405)             19
              Accounts payable and accrued expenses                                       (453)            131
              Deferred taxes                                                               132
- -------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities                                                3,700           3,083
- -------------------------------------------------------------------------------------------------------------------

Investing activities

Expenditures for property and equipment                                                 (2,160)           (864)
Investment in limited partnership                                                                         (253)
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                                 (2,160)         (1,117)
- -------------------------------------------------------------------------------------------------------------------

Financing Activities

Repayment of long-term debt and obligations
    under capital leases                                                                  (824)           (844)
Dividend paid on preferred stock                                                           (52             (66)
Preferred stock redeemed                                                                  (500)
Proceeds from issuance of common stock                                                                     575
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) financing activities                                                 (1,370)           (335)
- -------------------------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                                  170           1,631

Cash and cash equivalents, beginning of year                                             7,043           4,722
- -------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                                                $7,213          $6,353
- -------------------------------------------------------------------------------------------------------------------

Supplemental Cash Flow Information

Cash paid during the seven periods:
    Interest                                                                            $  375          $  445
    Income taxes                                                                         1,614             646


See notes to consolidated financial statements.
</TABLE>



                                 -5-

<PAGE>



BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEVEN PERIODS ENDED OCTOBER 12, 1997 AND OCTOBER 13, 1996

(UNAUDITED)



1.  GENERAL

    The accompanying consolidated financial statements are unaudited and reflect
    all adjustments  (consisting only of normal recurring adjustments at October
    12,  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 seven periods (twenty-eight weeks) ended October 12, 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.  INVENTORIES
<TABLE>
    Inventories consist of (in thousands):
<CAPTION>
                                            October 12,         March 30,
                                              1997                1997
                                            -----------         ---------
<S>                                         <C>                 <C>
         Food and beverage                    $1,168             $1,243
         Supplies                              1,787              1,905
                                              ------             ------

                                              $2,955             $3,148
                                              ======             ======
</TABLE>
3.  PREPAID EXPENSES
<TABLE>
         Prepaid expenses consist of (in thousands):
<CAPTION>
                                            October 12,         March 30,
                                              1997                1997
                                            -----------         ---------
<S>                                         <C>                 <C>
         Prepaid insurance                    $  227             $  547
         Construction advances                   423                222
         Other                                   342                 68
                                              ------             ------

                                              $  992             $  837
                                              ======             ======
</TABLE>



                                 -6-

<PAGE>



BENIHANA INC. AND SUBSIDIARIES



4.  OTHER ASSETS
<TABLE>
         Other assets consist of (in thousands):
<CAPTION>
                                               October 12,         March 30,
                                                 1997                1997
                                               -----------         ---------
<S>                                            <C>                 <C>
         Lease acquisition costs                  $  457             $  490
         Cash surrender value of officer's
             life insurance                          305                305
         Premium on liquor licenses                  651                651
         Long-term note receivable                   174                196
         Security deposits                           159                162
         Preopening expenses                         149                 46
         Other                                       504                239
                                                  ------             ------

                                                  $2,399             $2,089
                                                  ======             ======
</TABLE>

5.  NET INCOME PER COMMON SHARE

         The  primary  net  income per common  share was  computed  by using the
         weighted average number of shares and dilutive common stock equivalents
         (6,133,251  shares  for the seven  periods  ended in  October  1997 and
         6,074,660 shares for the seven periods ended in October 1996) of Common
         Stock and Class A Common Stock  outstanding  as of October 12, 1997. In
         addition to the weighted  average number of shares and dilutive  common
         stock equivalents,  the calculation of fully diluted earnings per share
         includes 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  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  achieved  revenue,  net income and  earnings  per share growth when
compared  to the  comparable  periods  of the  prior  year.  Restaurant  revenue
increased  10.6%,  net income  increased  35.6% and earnings per share increased
38.5% for the three periods and restaurant  revenue  increased  9.1%, net income
increased  29.7% and earnings per share  increased  29.4% for the seven periods,
when compared to the comparable periods in the prior year. The Company continues
to enjoy  sustained  increases  in  patronage.  The  aforementioned  increase in
patronage  has led to the  increase  in  revenues,  net  income  and  per  share
earnings.

REVENUES

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



                                  -8-


<PAGE>


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


                                                  Three Periods Ended                 Seven Periods Ended
                                             October 12,         October 13,      October 12,        October 13,
                                                1997                1996             1997               1996
                                             -----------         -----------      -----------        -----------
<S>                                          <C>                 <C>              <C>                <C>
Net restaurant sales                           $21,044             $19,019          $48,444            $44,423
Other income                                       148                 157              337                358
                                               -------             -------          -------            -------

Total Revenues                                 $21,192             $19,176          $48,781            $44,781
                                               =======             =======          =======            =======
</TABLE>
<TABLE>
<CAPTION>
                                                   Three Periods Ended                Seven Periods Ended
                                              October 12,         October13,      October 12,        October 13,
                                                 1997                1996            1997               1996
                                              -----------         ----------      -----------        -----------
<S>                                           <C>                 <C>             <C>                 <C>
Amount of change in total revenues
    from previous year                          $ 2,016             $ 1,477         $ 4,000            $ 3,411

Percentage of change from the
    previous year                                  10.5%                8.3%            8.9%               8.2%

</TABLE>
Three and Seven  Periods  Ended October 12, 1997 compared to October 13, 1996 --
Restaurant  revenues  continued to increase in the three and seven periods ended
October 12, 1997 as compared to the  equivalent  periods ended October 13, 1996.
The Company's trend of increases in comparable per unit sales  continued  during
the three  periods  increasing  8.4% in the current three periods as compared to
7.3% in the previous  three  periods and  increasing  7.9% in the current  seven
periods as compared to 7.2% in the previous seven periods.  Patronage  continues
to increase  resulting from the opening of two new  restaurants,  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 four of the Company's restaurants. The Company serves sushi at all
of  its  restaurants  and  currently  operates  a  sushi  bar  at 26 of  its  40
restaurants.

COSTS AND EXPENSES

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








                                -9-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

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

                                               Three Periods Ended             Seven Periods Ended
                                           October 12,     October 13,      October 12,     October 13,
                                              1997            1996             1997            1996
                                           -----------     -----------      -----------     -----------
<S>                                        <C>             <C>              <C>             <C>
COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of restaurant food and
  beverage sales                               26.0%          25.4%             25.8%          25.6%
Restaurant expenses                            61.0%          62.2%             60.6%          61.6%
General and administrative expenses             5.5%           5.5%              5.2%           5.4%

AMOUNT OF CHANGE FROM
PREVIOUS YEAR (IN THOUSANDS):
Cost of restaurant food and
  beverage sales                               $634           $172            $1,145           $245
Restaurant expenses                          $1,005           $970            $1,989         $2,369
General and administrative expenses            $100           $ 53              $157           $197

PERCENTAGE CHANGE FROM
PREVIOUS YEAR:
Cost of restaurant food and
  beverage sales                               13.1%           3.7%             10.1%           2.2%
Restaurant expenses                             8.5%           8.9%              7.3%           9.5%
General and administrative expenses             9.5%           5.3%              6.6%           9.0%

</TABLE>
Three and Seven  Periods  Ended October 12, 1997 compared to October 13, 1996 --
The cost of food and beverage  sales  increased  in total dollar  amount for the
three and seven periods and increased  when  expressed as a percentage of sales.
The increase is a result of higher  seafood costs in the current three and seven
periods. Restaurant expenses increased in total dollar amount but decreased when
expressed as a percentage  of sales for the three and seven  periods as compared
to the previous comparable periods.  The increase in dollar amount resulted from
those costs such as credit card discounts and percentage  rent expense which are
directly related to the increase in sales.

General and administrative  costs increased nominally in total dollar amount for
the three and  seven  periods.  As a result  of the  generally  fixed  nature of
general and  administrative  costs, such expenses when expressed as a percentage
of sales  remained  constant for the three  periods and  decreased for the seven
periods as compared to the previous comparable periods.

Interest  costs  decreased in the three and seven periods of the current year as
compared  to the three and seven  periods of the prior  year.  The  decrease  is
attributable to the decrease in total principal  balances  outstanding over that
of the  prior  year.  Additionally,  interest  income  increased  as a result of
interest earned.

The  effective  federal  income tax rate  increased  to 28% for  fiscal  1998 as
compared to 27% in fiscal 1997.  The income tax  provision  for both the current
year and prior year  reflect a net federal tax credit for FICA taxes on reported
tip income.



                                   -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.

The Company  expects that it will continue to make  expenditures  to improve the
appearance and  efficiency of its  restaurants  and also expand  capacity at its
existing  restaurants.  The Company has signed leases for a sushi  restaurant in
Ft. Lauderdale,  Florida and for a traditional  Benihana  restaurant in Ontario,
California, both opening spring of 1998.

On July 22, 1997, the Company entered into an Agreement and Plan of Merger ("the
Agreement")  under which the Company will acquire Rudy's  Restaurant Group, Inc.
("Rudy's").  Rudy's owns and operates nine teppanyaki-style Japanese restaurants
in Florida,  Ohio, Michigan,  Minnesota,  Pennsylvania and Washington D.C. under
the names Samurai and Kyoto. The acquisition  price will be approximately $5 per
share for each outstanding common share of Rudy's which, together with severance
and  non-competition  payments to Rudy's personnel to be paid in connection with
the acquisition, results in a total purchase price of approximately $20 million.
Pursuant to the Agreement, the Company has agreed to grant a five-year option to
purchase  200,000  shares of the  company's  Class A Common Stock at an exercise
price of $8.00 per share to the chief executive  officer of Rudy's.  The Company
received a commitment from its current lender,  First Union National Bank, for a
$12,000,000 term loan facility and a $15,000,000  revolving credit facility,  to
refinance its existing  senior debt, to consummate the acquisition of Rudy's and
to provide funds for working  capital and capital  expenditures.  The closing of
the  acquisition  is  expected  to take place  during the third  quarter  ending
January 4, 1998.

The terms of the proposed term loan facility call for the first eight  quarterly
principal payments to be $250,000,  the next eight quarterly  principal payments
to be  $500,000  and the last  eight  quarterly  payments  to be  $750,000.  The
revolving credit facility will have a maturity of six years from the date of the
loan.  Both  facilities  will bear interest at a rate per annum of LIBOR plus an
applicable  margin based on the  Company's  ratio of earnings  before  interest,
taxes, depreciation and amortization to funded debt. All loans and reimbursement
obligations  under the revolving and term loan facilities  shall be secured by a
perfected  first  priority  lien on all  tangible and  intangible  assets of the
Company. The facilities will contain restrictions on additional indebtedness and
capital  expenditures,  among other restrictive  covenants,  comparable to those
currently in place with the existing credit facility.














                                   -11-


<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 31, 1997.

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

                  John E. Abdo and Norman Becker

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

                  Rocky H. Aoki, Joel A. Schwartz, Robert S. Greenberg,
                  Taka Yoshimoto, Darwin C. Dornbush

          (c)     At the annual  meeting,  holders of the  registrant's  Class A
                  Common  Stock voted to elect one Class II director  for a term
                  of three  years and the  holders  of the  registrant's  Common
                  Stock voted to elect one Class II director for a term of three
                  years. In addition,  holders of the registrant's  Common Stock
                  and Class A Common Stock,  voting  together as a single class,
                  voted for the  ratification  of Deloitte & Touche LLP to serve
                  as the registrant's  independent  certified public  accounants
                  for the fiscal year ending March 29, 1998.

                  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
                  MATTER                   FOR          AGAINST        ABSTAIN      AUTHORITY      NON-VOTES
                  ------                   ---          -------        -------      ---------      ---------
<S>               <C>                      <C>          <C>            <C>          <C>
                  Election of Directors:

                  Class II
                  John E. Abdo             2,308,235                                   6,766
                  Norman Becker            3,471,863                                  13,042

                  Ratification of
                  Independent Public
                  Accountants              5,782,073      11,716          6,117
</TABLE>

Item5.    On July 22, 1997,  the Company  entered  into an Agreement  and
          Plan  of  Merger   with  Rudy's   Restaurant   Group,   Inc.,   an
          owner/operator of nine teppanyaki-style  restaurants. (See Part I,
          Managements'  Discussion  and Analysis of Financial  Condition and
          Results of Operations for a description of the Agreement).

Item 6.   Exhibits and Reports on Form 8-K

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

          (b) None.



                                   -12-


<PAGE>



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

<CAPTION>
                                                    Seven Periods Ended
                                                October 12,        October 13,
                                                   1997               1996
                                                -----------        -----------
<S>                                             <C>                <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                               6,073,891          5,998,133

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                               59,360             76,257
                                                ----------         ----------

                                                 6,113,251          6,074,660
                                                ==========         ==========

NET INCOME                                      $2,780,282         $2,143,679

EFFECT OF DIVIDENDS ON PREFERRED
STOCK                                              (53,055)           (64,615)
                                                ----------         ----------

NET INCOME                                      $2,727,227         $2,079,064
                                                ==========         ==========

EARNINGS PER SHARE                              $.44               $.34
                                                ====               ====


                CALCULATION OF FULLY DILUTED EARNINGS PER SHARE

<CAPTION>
                                                    Seven Periods Ended
                                                October 12,        October 13,
                                                   1997               1996
                                                -----------        -----------
<S>                                             <C>                <C>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                               6,073,891          5,998,133

CONVERTIBLE PREFERRED STOCK                        255,230            300,000

DILUTIVE EFFECT OF STOCK OPTIONS
OUTSTANDING USED IN CALCULATION
OF EARNINGS PER SHARE                               59,360             76,257
                                                ----------         ----------

                                                 6,388,481          6,374,660
                                                ==========         ==========

NET INCOME                                      $2,780,282         $2,143,679
                                                ==========         ==========

EARNINGS PER SHARE                              $.44               $.34
                                                ====               ====

</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    November 12, 1997                  /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 October
12, 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           6-MOS
<FISCAL-YEAR-END>               MAR-29-1998     MAR-29-1998
<PERIOD-START>                  JUL-21-1997     MAR-31-1997
<PERIOD-END>                    OCT-12-1997     OCT-12-1997
<EXCHANGE-RATE>                           1               1     
<CASH>                                7,213           7,213  
<SECURITIES>                              0               0      
<RECEIVABLES>                           337             337 
<ALLOWANCES>                              0               0 
<INVENTORY>                           2,955           2,955 
<CURRENT-ASSETS>                     11,497          11,497 
<PP&E>                               26,268          26,268 
<DEPRECIATION>                       29,606          29,606 
<TOTAL-ASSETS>                       41,519          41,519 
<CURRENT-LIABILITIES>                 7,987           7,987
<BONDS>                               8,544           8,544
                     0               0
                               2               2
<COMMON>                                608             608
<OTHER-SE>                           24,378          24,378
<TOTAL-LIABILITY-AND-EQUITY>         41,519          41,519
<SALES>                              21,044          48,444
<TOTAL-REVENUES>                     21,192          48,781
<CGS>                                 5,467          12,497
<TOTAL-COSTS>                        12,844          29,372
<OTHER-EXPENSES>                      1,152           2,535
<LOSS-PROVISION>                          0               0
<INTEREST-EXPENSE>                      160             377
<INCOME-PRETAX>                       1,569           4,000
<INCOME-TAX>                            429           1,220
<INCOME-CONTINUING>                   1,140           2,780
<DISCONTINUED>                            0               0
<EXTRAORDINARY>                           0               0
<CHANGES>                                 0               0
<NET-INCOME>                          1,140           2,780
<EPS-PRIMARY>                           .18             .44
<EPS-DILUTED>                           .18             .44
        


</TABLE>


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