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 11, 1998
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, 3,571,616 shares outstanding at November 10, 1998
Class A Common Stock $.10 par value, 2,517,463 shares outstanding at
November 10, 1998
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SEVEN PERIODS ENDED OCTOBER 11, 1998
TABLE OF CONTENTS
PAGE
PART I - Financial Information
Consolidated Balance Sheets at October 11, 1998
(unaudited) and March 29, 1998 1
Consolidated Statements of Operations
(unaudited) for the Three and Seven Periods
Ended October 11, 1998 2 - 3
Consolidated Statement of Stockholders' Equity
(unaudited) for the Seven Periods Ended
October 11, 1998 4
Consolidated Statements of Cash Flows
(unaudited) for the Seven Periods Ended
October 11, 1998 5
Notes to the Consolidated Financial
Statements 6 - 8
Management's Discussion and Analysis of the
Financial Condition and Results of
Operations 9 - 11
PART II - Other Information 12
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
PART I - Financial Information
<TABLE>
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share information)
<CAPTION>
(Unaudited)
October 11, March 29,
1998 1998
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and equivalents $ 605 $ 1,169
Receivables (net of allowance for doubtful accounts of $9
in October 1998 and $0 in March 1998):
Trade 311 202
Other 220 183
- -------------------------------------------------------------------------------------------------------------------
Total Receivables 531 385
Inventories (Note 2) 3,552 3,768
Prepaid expenses (Note 3) 808 758
- -------------------------------------------------------------------------------------------------------------------
Total Current Assets 5,496 6,080
Property and equipment, net 34,627 32,998
Deferred income taxes, net 3,781 3,781
Goodwill, net 12,387 12,663
Other assets (Note 4) 2,528 2,635
- -------------------------------------------------------------------------------------------------------------------
$58,819 $58,157
===================================================================================================================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 9,369 $ 9,323
Current maturities of long-term debt and
obligations under capital leases 2,218 1,939
- -------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 11,587 11,262
Long-term debt 13,645 15,233
Due to affiliates - long term 89 174
Obligations under capital leases 2,993 3,265
Stockholders' Equity:
Preferred stock - $1.00 par value;
authorized - 5,000,000 shares, issued
and outstanding - 1,000 shares and
1,000 shares, respectively 1 1
Common stock - $.10 par value;
convertible into Class A Common, authorized - 12,000,000 shares, issued
and outstanding - 3,571,616 shares and 3,571,116 shares,
respectively 357 357
Class A common stock - $.10 par value;
authorized - 20,000,000 shares, issued
and outstanding - 2,517,463 shares 252 252
Additional paid-in capital 14,602 14,600
Retained earnings 15,409 13,129
Treasury stock - 9,177 shares at cost (116) (116)
- -------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 30,505 28,223
- -------------------------------------------------------------------------------------------------------------------
$58,819 $58,157
===================================================================================================================
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share information)
<CAPTION>
Three Periods Ended
October 11, October 12,
1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues
Net restaurant food and beverage sales $26,184 $21,044
Other income 163 148
- -------------------------------------------------------------------------------------------------------------------
Total Revenues 26,347 21,192
Costs and Expenses
Cost of restaurant food and beverage sales 6,966 5,467
Restaurant expenses 15,984 12,844
General and administrative expenses 1,338 1,152
Interest expense 384 160
- -------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses 24,672 19,623
- -------------------------------------------------------------------------------------------------------------------
Income from operations before income taxes 1,675 1,569
Income tax provision 530 429
- -------------------------------------------------------------------------------------------------------------------
Net Income $ 1,145 $ 1,140
===================================================================================================================
Earnings Per Share (Note 5)
Basic earnings per common share $ .19 $ .18
Diluted earnings per common share $ .18 $ .18
===================================================================================================================
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share information)
<CAPTION>
Seven Periods Ended
October 11, October 12,
1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues
Net restaurant food and beverage sales $60,729 $48,444
Other income 436 337
- -------------------------------------------------------------------------------------------------------------------
Total Revenues 61,165 48,781
Costs and Expenses
Cost of restaurant food and beverage sales 16,122 12,497
Restaurant expenses 37,651 29,372
General and administrative expenses 3,122 2,535
Interest expense 925 377
- -------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses 57,820 44,781
- -------------------------------------------------------------------------------------------------------------------
Income from operations before income taxes 3,345 4,000
Income tax provision 1,032 1,220
- -------------------------------------------------------------------------------------------------------------------
Net Income $ 2,313 $ 2,780
===================================================================================================================
Earnings Per Share (Note 5)
Basic earnings per common share $ .37 $ .45
Diluted earnings per common share $ .36 $ .44
===================================================================================================================
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands, except per share information)
<CAPTION>
Class A Additional Total
Preferred Common Common Paid-in Retained Treasury Stockholders'
Stock Stock Stock Capital Earnings Stock Equity
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, March 29, 1998 $1 $357 $252 $14,600 $13,129 ($116) $28,223
Net income 2,313 2,313
Dividend on preferred stock (33) (33)
Exercise of stock options 2 2
- ---------------------------------------------------------------------------------------------------------------------------------
Balance, October 11, 1998 $1 $357 $252 $14,602 $15,409 ($116) $30,505
=================================================================================================================================
</TABLE>
See notes to consolidated financial statements
-4-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<CAPTION>
Seven Periods Ended
October 11, October 12,
1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities:
Net income $2,313 $2,780
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,117 1,403
Deferred income taxes 132
Change in operating assets and liabilities that provided (used) cash:
Accounts receivable (146) 204
Inventories 215 193
Prepaid expenses (50) (154)
Other assets (47) (405)
Accounts payable and accrued expenses 46 (453)
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 4,448 3,700
- -------------------------------------------------------------------------------------------------------------------
Investing activities:
Expenditures for property and equipment (3,316) (2,160)
- -------------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (3,316) (2,160)
- -------------------------------------------------------------------------------------------------------------------
Financing Activities:
Proceeds from issuance of common stock 2 6
Repayment of long-term debt and obligations
under capital leases (1,665) (824)
Dividend paid on preferred stock (33) (52)
Preferred stock redeemed (500)
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (1,696) (1,370)
- -------------------------------------------------------------------------------------------------------------------
Net (decrease)increase in cash and cash equivalents (564) 170
Cash and cash equivalents, beginning of year 1,169 7,043
- -------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 605 $7,213
===================================================================================================================
Supplemental Cash Flow Information:
Cash paid during the seven periods:
Interest $ 787 $ 375
Income taxes 2,167 1,614
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEVEN PERIODS ENDED OCTOBER 11, 1998 AND OCTOBER 12, 1997
(UNAUDITED)
1. GENERAL
The accompanying consolidated financial statements are unaudited and reflect
all adjustments (consisting only of normal recurring adjustments at October
11, 1998) 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 11, 1998
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.
<TABLE>
2. INVENTORIES
<CAPTION>
Inventories consist of (in thousands):
October 11, March 29,
1998 1998
----------- ---------
<S> <C> <C>
Food and beverage $1,402 $1,574
Supplies 2,150 2,194
------ ------
$3,552 $3,768
====== ======
3. PREPAID EXPENSES
<CAPTION>
Prepaid expenses consist of (in thousands):
October 11, March 29,
1998 1998
----------- ---------
<S> <C> <C>
Prepaid insurance $ 141 $ 445
Prepaid rent 247 10
Other 420 303
------ ------
$ 808 $ 758
====== ======
4. OTHER ASSETS
<CAPTION>
Other assets consist of (in thousands):
October 11, March 29,
1998 1998
----------- ---------
<S> <C> <C>
Lease acquisition costs $ 396 $ 429
Cash surrender value of key man
life insurance 306 306
Premium on liquor licenses 923 923
Long-term note receivable 134 158
Deferred financing charges 352 386
Security deposits 176 172
Preopening expenses 88 84
Other 153 177
------- ------
$2,528 $2,635
====== ======
</TABLE>
-6-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
5. EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income
available to common shareholders by the weighted average number of common
shares outstanding during each period. The diluted earnings per common
share computation includes dilutive common share equivalents issued under
the Company's various stock option plans and dilutive convertible preferred
stock.
The following data shows the amounts (in thousands) used in computing
earnings per share and the effect on income and the weighted average number
of shares of dilutive potential common stock.
<TABLE>
<CAPTION>
Seven Periods Ended
October 11, October 12,
1998 1997
----------- -----------
<S> <C> <C>
Income from operations $2,313 $2,780
Less preferred dividends (33) (52)
------ ------
Income for computation of basic
earnings per common share 2,280 2,728
Convertible preferred stock 33 52
------ ------
Income for computation of diluted
earnings per common share $2,313 $2,780
====== ======
<CAPTION>
Seven Periods Ended
October 11, October 12,
1998 1997
----------- -----------
<S> <C> <C>
Weighted average number of common
shares used in basic EPS 6,089 6,074
Effect of dilutive securities:
Stock options 166 50
Convertible preferred stock 150 255
------ ------
Weighted number of common shares
and dilutive potential common stock
used in diluted EPS 6,405 6,379
====== ======
</TABLE>
-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 franchise fees received from franchisees. 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 continued to increase in the current three periods. Net
income and diluted earnings per share remained constant when compared to the
previous comparable period. For the current seven periods, revenues increased
while net income and diluted earnings per share decreased when compared to the
previous comparable period. The increase in revenues was due in part to the
purchase last year of nine Samurai and Kyoto restaurant units acquired with the
purchase of Rudy's Restaurant Group, Inc. (Rudy's).
Net income and diluted earnings per share have been impacted by the operating
results of the nine restaurants acquired from Rudy's and the amortization of
goodwill and interest on acquisition indebtedness. The Company has made physical
improvements and instituted marketing programs to conform those nine units
acquired from Rudy's to traditional Benihana appearance and quality of service
standards.
-8-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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.
<TABLE>
<CAPTION>
Three Periods Ended Seven Periods Ended
October 11, October 12, October 11, October 12,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net restaurant sales $26,184 $21,044 $60,729 $48,444
Other income 163 148 436 337
------- ------- ------- -------
$26,347 $21,192 $61,165 $48,781
======= ======= ======= =======
<CAPTION>
Three Periods Ended Seven Periods Ended
October 11, October 12, October 11, October 12,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Amount of change in total
revenues from previous year $ 5,155 $ 2,016 $12,384 $ 4,000
Percentage of change from the
previous year 24.3% 10.5% 25.4% 8.9%
</TABLE>
Three and Seven Periods Ended October 11, 1998 compared to October 12, 1997 --
Restaurant revenues continued to increase in the three and seven periods ended
October 11, 1998 as compared to the equivalent periods ended October 12, 1997.
The increase in revenues attributable to the nine restaurants through the
acquisition of Rudy's represented $3,560,000 of the increase for the three
periods and $8,222,000 for the seven periods and an increase in customer counts
and menu prices in restaurant units opened longer than a year represented
$1,359,000 of the increase for the three periods and $3,773,000 for the seven
periods.
Also, contributing to the increase is the opening in June 1998 of Sushi Doraku
by Benihana, a kaiten sushi restaurant operating in Ft. Lauderdale, Florida.
Same store sales increased 6.4% and 6.6% when compared to the prior year's three
and seven periods, respectively.
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
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Periods Ended Seven Periods Ended
October 11, October 12, October 11, October 12,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of restaurant food and
beverage sales 26.6% 26.0% 26.5% 25.8%
Restaurant expenses 61.0% 61.0% 62.0% 60.6%
General and administrative
expenses 5.1% 5.5% 5.1% 5.2%
AMOUNT OF CHANGE FROM
PREVIOUS YEAR (IN THOUSANDS):
Cost of restaurant food and
beverage sales 1,499 $ 634 3,625 $1,145
Restaurant expenses 3,140 $1,005 8,279 $1,989
General and administrative expenses 186 $ 100 587 $ 157
PERCENTAGE CHANGE FROM
PREVIOUS YEAR:
Cost of restaurant food and
beverage sales 27.4% 13.1% 29.0% 10.1%
Restaurant expenses 24.4% 8.5% 28.2% 7.3%
General and administrative expenses 16.1% 9.5% 23.2% 6.6%
</TABLE>
Three and Seven Periods Ended October 11, 1998 compared to October 12, 1997 --
The cost of food and beverage sales increased in dollar amount and when
expressed as a percentage of sales in the current three and seven periods
compared to equivalent periods in the prior year. The nine restaurants acquired
from Rudy's represented $941,000 of the increase for the three periods and
$2,195,000 of the increase for the seven periods. Increased restaurant traffic
represented $1,369,000 of the increase for the three periods and $3,345,000 of
the increase for the seven periods. Commodity cost increases, principally higher
seafood costs, represented the balance of the increased cost of sales.
Restaurant expenses increased in dollar amount and when expressed as a
percentage of sales in the current three and seven periods. The increase in
dollar amount is mostly attributable to the nine restaurants acquired from
Rudy's. Restaurant expenses when expressed as a percentage of sales remained
constant for the current three periods and increased for the current seven
periods. The increase is largely attributable to the impact of increased
employee benefit costs from unusal number of claims that were submitted under
the Company's self-insured health benefit plan in the quarter ended July 19,
1998.
General and administrative costs increased in total dollar amount and decreased
when expressed as a percentage of sales for both the current three and seven
periods. The increase is principally due to the amortization of goodwill of
$276,000 associated with the acquisition of Rudy's in the current three and
seven periods. The decrease when expressed as a percentage of sales is due to
the aforementioned increased in sales.
Interest costs increased in the current three and seven periods when compared to
the comparable period of the prior year. The increase is attributable to
additional interest expense associated with increased borrowings used for the
acquisition of Rudy's.
-10-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company's effective income tax rate increased slightly in the seven periods
to 30.9% from 30.5 % in the prior year's seven periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company does not require significant amounts of inventory or receivables,
and, as is typical of many restaurant companies, the Company does not have to
provide financing for such assets and operates with a minimum amount or deficit
of working capital.
The Company requires capital principally for the construction and development of
new restaurants, acquisitions of other restaurant businesses, and the
refurbishment of existing restaurant units. On December 1, 1997, the Company
completed the acquisition of Rudy's for approximately $20,000,000 of cash. In
addition, a warrant for 200,000 shares of the Company's Class A Stock was issued
at an exercise price of $8.00 per share. The acquisition was financed, in part,
with the proceeds of a new credit agreement (the "Credit Agreement") consisting
of a $12,000,000 term loan and a $15,000,000 revolving line of credit. Interest
under the Credit Agreement accrues at the Company's option at either prime rate
plus a margin up to 1.0% or at LIBOR plus a margin of 1.0% to 2.25%. The
applicable interest rate margin varies with the Company's leverage ratio
(defined as Ebitda divided by funded indebtedness). Principal of the term loan
is payable at a rate of $1,000,000 annually through March 2000, $2,000,000
annually through March 2002, and $3,000,000 annually through March 2004. The
revolving line of credit is payable in 2004. The proceeds under the Credit
Agreement were also used to retire outstanding borrowings under a previous loan
agreement in the approximate amount of $5,700,000. The Credit Agreement
restricts the Company from making dividend payments and purchases of the
Company's common equity and limits capital expenditures to $8,600,000 for fiscal
1999 and $8,000,000 annually thereafter plus amounts in excess of certain
operating cash flow targets and amounts of cash provided from offerings of
common equity, if any. The Company is restricted by the Credit Agreement as to
the aggregate amount of its redeemable preferred stock that it can redeem to an
amount not to exceed $1,000,000 in fiscal year ending 1999 only. The Credit
Agreement also requires the Company to achieve certain ratios of operating cash
flow to debt and other financial benchmarks.
As of October 11, 1998, the Company had available $12,500,000 under the
revolving line of credit facility. Management believes that the amount available
under the revolving facility together with internally generated funds from
operations provide sufficient cash resources for anticipated capital
improvements as well as construction of new restaurants.
The Company has signed leases for two new restaurants. One of the new
restaurants will be operated under the Company's new sushi concept, Sushi Doraku
by Benihana in Chicago, Illinois. The second restaurant will operate as a
traditional Benihana in Ontario, California. Both restaurants are projected to
open later this fiscal year. Management anticipates that while these expansion
activities will not be making an immediate contribution to earnings, such
investments are necessary to create long-term value.
YEAR 2000
The well publicized "Year 2000" issue relates to computer programs that were
written using only two digits rather than four digits to define the applicable
year in date sensitive programs in calculating and processing computerized data.
The Company has completed an assessment of the Year 2000 issue and will have to
upgrade portions of its hardware and software so that its systems will function
correctly. Management believes that the costs and the operational impact
associated with the Year 2000 compliance will not be material to the Company's
financial condition.
-11-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward Looking Information
Statements in this report concerning the Company's business outlook or future
economic performance, anticipated profitability, revenues, expenses or other
financial items, together with other statments that are not historical facts,
are "forward-looking statements" as that term is defined under Federal
Securities Laws. "Foward-looking statements" are subject to risks, uncertainties
and other factors which could cause actual results to differ materially from
those stated in such statements. Such risks, uncertainties and factors include,
but are not limited to, changes in customers' tastes and preferences, acceptance
of the Company's concepts in new locations, industry cyclicality, fluctuations
in customer demand, the seasonal nature of the business, fluctuations on
commodities costs, the ability to complete construction of new units in a timely
manner, obtaining governmental permits on a resonably timely basis, and general
economic conditions, as well as other risks detailed in the Company's filings
with the Securities and Exchange Commission.
-12-
<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
August 27, 1998.
(b) The following directors were elected at the meeting:
Joel A. Schwartz and Darwin C. Dornbush
Other directors whose term of office continue after the
meeting are set forth below:
Robert S. Greenberg, Taka Yoshimoto
John E. Abdo and Norman Becker
(c) At the annual meeting, holders of the registrant's Common
Stock voted to elect two Class III 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 approval of the adoption of the 1997
Employees Class A Common Stock Option Plan; voted for the
approval of amendments to the Corporation's Directors' Stock
Option Plan; and voted for the ratification of Deloitte &
Touche LLP to serve as the registrant's independent certified
public accountants for the fiscal year ending March 28, 1999.
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
Joel A. Schwartz 3,457,693 38,957
Darwin C. Dornbush 3,457,793 38,857
Adoption of the 1997
Employees Class A
Common Stock
Option Plan 3,439,956 79,988 2,283 194,644
Approval of amendments
to the Corporation's
Directors' Stock
Option Plan 3,492,660 26,336 3,301 194,478
Ratification of
Independent Public
Accountants 3,708,038 5,191 2,902
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K - None
-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 10, 1998 /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
11, 1998 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-28-1999 MAR-28-1999
<PERIOD-START> JUL-20-1998 MAR-30-1998
<PERIOD-END> OCT-11-1998 OCT-11-1998
<EXCHANGE-RATE> 1 1
<CASH> 605 605
<SECURITIES> 0 0
<RECEIVABLES> 531 531
<ALLOWANCES> 0 9
<INVENTORY> 3,552 3,552
<CURRENT-ASSETS> 5,496 5,496
<PP&E> 34,627 34,627
<DEPRECIATION> 32,240 32,240
<TOTAL-ASSETS> 58,819 58,819
<CURRENT-LIABILITIES> 11,588 11,588
<BONDS> 16,727 16,727
0 0
1 1
<COMMON> 609 609
<OTHER-SE> 29,895 29,895
<TOTAL-LIABILITY-AND-EQUITY> 58,819 58,819
<SALES> 26,184 60,729
<TOTAL-REVENUES> 26,347 61,165
<CGS> 6,966 16,122
<TOTAL-COSTS> 15,984 37,651
<OTHER-EXPENSES> 1,338 3,122
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 384 925
<INCOME-PRETAX> 1,675 3,345
<INCOME-TAX> 530 1,032
<INCOME-CONTINUING> 1,145 2,313
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,145 2,313
<EPS-PRIMARY> .19 .37
<EPS-DILUTED> .18 .36
</TABLE>
