BENIHANA INC
10-Q, 1999-01-28
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 3, 1999

                                    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 January 28, 1999


       Class A Common Stock $.10 par value, 2,562,576 shares outstanding
                           at January 28, 1999






<PAGE>



BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE
TEN PERIODS ENDED JANUARY 3, 1999




TABLE OF CONTENTS
                                                                        PAGE
PART I -      Financial Information

              Consolidated Balance Sheets at January 3, 1999
                (unaudited) and March 29, 1998                           1

              Consolidated Statements of Operations
                (unaudited) for the Three and Ten Periods
                Ended January 3, 1999                                  2 - 3

              Consolidated Statement of Stockholders' Equity
                (unaudited) for the Ten Periods Ended
                January 3, 1999                                          4

              Consolidated Statements of Cash Flows
                (unaudited) for the Ten Periods Ended
                January 3, 1999                                          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

CONSOLIDATED BALANCE SHEETS
<TABLE>
 (In thousands, except  per share information)
<CAPTION>
                                                                                     (Unaudited)
                                                                                      January 3,        March 29,
                                                                                         1999             1998
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                <C>
Assets
Current assets:
    Cash and equivalents                                                                 $ 1,918          $ 1,169
    Receivables (net of allowance for doubtful accounts of $33
        in January 1999 and $0 in March 1998):
         Trade                                                                               243              202
         Other                                                                               366              183
- -------------------------------------------------------------------------------------------------------------------
    Total Receivables                                                                        609              385

    Inventories (Note 2)                                                                   3,165            3,768
    Prepaid expenses (Note 3)                                                              1,337              758
- -------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                       7,029            6,080

Property and equipment, net                                                               36,171           32,998
Deferred income taxes, net                                                                 3,451            3,781
Goodwill, net                                                                             12,269           12,663
Other assets (Note 4)                                                                      2,334            2,635
- -------------------------------------------------------------------------------------------------------------------
                                                                                         $61,254          $58,157
- -------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable and accrued expenses                                                $10,600         $  9,323
    Current maturities of long-term debt and
         obligations under capital leases                                                  2,231            1,939
- -------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                                 12,831           11,262

Long-term debt                                                                            13,247           15,233
Due to affiliates - long term                                                                 51              174
Obligations under capital leases                                                           2,877            3,265

Stockholders' Equity:
    Preferred stock - $1.00 par value;
         authorized - 5,000,000 shares, issued
         and outstanding - 700 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
         2,562,576 shares and 2,517,463 shares, respectively                                 256              252
    Additional paid-in capital                                                            14,598           14,600
    Retained earnings                                                                     17,152           13,129
    Treasury stock - 9,177 shares at cost                                                   (116)            (116)
- -------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                                32,248           28,223
- -------------------------------------------------------------------------------------------------------------------
                                                                                         $61,254          $58,157
- -------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements
</TABLE>

                                        -1-

<PAGE>



BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
 (In thousands, except  per share information)
<CAPTION>

                                                                                       Three Periods Ended
                                                                                   January 3,         January 4,
                                                                                      1999               1998
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                <C>
Revenues
Net restaurant food and beverage sales                                             $27,723            $23,939
Other income                                                                           176                157
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                      27,899             24,096

Costs and Expenses
Cost of restaurant food and beverage sales                                           7,211              6,353
Restaurant expenses                                                                 16,122             13,746
General and administrative expenses                                                  1,413              1,384
Interest expense                                                                       370                271
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                            25,116             21,754
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                           2,783              2,342
Income tax provision                                                                 1,030                780
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                         $ 1,753            $ 1,562
- -------------------------------------------------------------------------------------------------------------------


Earnings Per Share (Note 5)
Basic earnings per common share                                                    $   .29            $   .25
Diluted earnings per common share                                                  $   .28            $   .24
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>




















                                          -2-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
 (In thousands, except  per share information)
<CAPTION>

                                                                                        Ten Periods Ended
                                                                                   January 3,         January 4,
                                                                                      1999               1998
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                <C>
Revenues
Net restaurant food and beverage sales                                             $88,452            $72,383
Other income                                                                           612                494
- -------------------------------------------------------------------------------------------------------------------

Total Revenues                                                                      89,064             72,877

Costs and Expenses
Cost of restaurant food and beverage sales                                          23,333             18,850
Restaurant expenses                                                                 53,773             43,118
General and administrative expenses                                                  4,535              3,919
Interest expense                                                                     1,295                648
- -------------------------------------------------------------------------------------------------------------------

Total Costs and Expenses                                                            82,936             66,535
- -------------------------------------------------------------------------------------------------------------------


Income from operations before income taxes                                           6,128              6,342
Income tax provision                                                                 2,062              2,000
- -------------------------------------------------------------------------------------------------------------------


Net Income                                                                         $ 4,066            $ 4,342
- -------------------------------------------------------------------------------------------------------------------


Earnings Per Share (Note 5)
Basic earnings per common share                                                    $   .66            $   .70
Diluted earnings per common share                                                  $   .64            $   .68
- -------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements
</TABLE>




















                                          -3-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
(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                                                                                   4,066                         4,066

Dividend on preferred stock                                                                    (43)                          (43)

300 shares of preferred stock
    converted into 45,113
    shares of Class A
    Common Stock                                                 4              (4)

Exercise of stock options                                                        2                                             2
- ----------------------------------------------------------------------------------------------------------------------------------

Balance, January 3, 1999              $1         $357         $256         $14,598         $17,152         ($116)        $32,248
==================================================================================================================================


See notes to consolidated financial statements
</TABLE>


























                                          -4-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
 (In thousands)
<CAPTION>
                                                                                         Ten Periods Ended
                                                                                     January 3,     January 4,
                                                                                        1999           1998
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
Operating Activities:
Net income                                                                           $4,066         $4,342
Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                                                     3,042          2,144
    Deferred income taxes                                                               330            132
    Change in operating assets and liabilities that provided (used) cash:
              Accounts receivable                                                      (224)           277
              Inventories                                                               603            148
              Prepaid expenses                                                         (580)           (54)
              Other assets                                                               38           (369)
              Accounts payable and accrued expenses                                   1,277         (2,720)
- -------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities                                             8,552          9,340
- -------------------------------------------------------------------------------------------------------------------
Investing activities:
Acquisition of Rudy's Restaurant Group, Inc.,
    net of cash acquired                                                                           (18,777)
Expenditures for property and equipment                                              (5,556)        (3,523)
- -------------------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                              (5,556)       (22,300)
- -------------------------------------------------------------------------------------------------------------------
Financing Activities:
Borrowings of long-term debt                                                                        18,000
Proceeds from issuance of common stock                                                    2             59
Repayment of long-term debt and obligations
    under capital leases                                                             (2,206)        (7,653)
Dividend paid on preferred stock                                                        (43)           (74)
Preferred stock redeemed                                                                              (500)
- -------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) financing activities                                  (2,247)         9,832
- -------------------------------------------------------------------------------------------------------------------
Net (decrease)increase in cash and cash equivalents                                     749         (3,128)
Cash and cash equivalents, beginning of year                                          1,169          7,043
- -------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                                             $1,918         $3,915
===================================================================================================================
Supplemental Cash Flow Information:
Cash paid during the ten periods:
    Interest                                                                         $1,095         $  505
    Income taxes                                                                      1,763          2,245

Non-Cash Investing and Financing Activities:
Fair market value of warrant issued                                                                 $  563
Non-competition agreement                                                                              684

During the current  fiscal year,  300 shares of Preferred Stock
were converted into 45,113 shares of Class A Common Stock

See notes to consolidated financial statements.
</TABLE>
                                          -5-

<PAGE>



BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TEN PERIODS ENDED JANUARY 3, 1999 AND JANUARY 4, 1998
(UNAUDITED)




1.  GENERAL

    The accompanying consolidated financial statements are unaudited and reflect
    all adjustments  (consisting only of normal recurring adjustments at January
    3, 1999)  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 3, 1999 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.

    During the quarter,  the Company changed its method of accounting on certain
    direct  costs  associated  with  opening  new  restaurants  to conform  with
    Financial   Accounting   Standards   Board's  Statement  of  Position  98-5,
    "Reporting of the Costs of Start-Up  Activities," that require such costs to
    be expensed as  incurred.  The effect of the change was not  material to the
    Company's results of operations.

2.  INVENTORIES
<TABLE>
    Inventories consist of (in thousands):
<CAPTION>
                                                      January 3,     March 29,
                                                         1999          1998
                                                      ----------     ---------
<S>                                                   <C>            <C>
    Food and beverage                                 $1,239         $1,574
    Supplies                                           1,926          2,194
                                                      ------         ------

                                                      $3,165         $3,768
                                                      ======         ======
</TABLE>
3.  PREPAID EXPENSES
<TABLE>
    Prepaid expenses consist of (in thousands):
<CAPTION>
                                                      January 3,     March 29,
                                                         1999          1998
                                                      ----------     --------
<S>                                                   <C>            <C>
    Prepaid insurance                                 $   438        $   445
    Prepaid rent                                          366             10
    Prepaid income taxes                                  437
    Other                                                  96            303
                                                      -------        -------

                                                      $1,337         $   758
                                                      ======         =======
</TABLE>





                                          -6-


<PAGE>


BENIHANA INC. AND SUBSIDIARIES


4.  OTHER ASSETS
<TABLE>
     Other assets consist of (in thousands):
<CAPTION>
                                                      January 3,     March 29,
                                                         1999          1998
                                                      ---------      --------
<S>                                                   <C>            <C>
     Lease acquisition costs                          $  382          $  429
     Cash surrender value of key man
         life insurance                                  306             306
     Premium on liquor licenses                          923             923
     Long-term note receivable                           127             158
     Deferred financing charges                          337             386
     Security deposits                                   175             172
     Preopening expenses                                                  84
     Other                                                84             177
                                                      ------          ------

                                                      $2,334          $2,635
                                                      ======          ======
</TABLE>
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>
                                                            Ten Periods Ended
                                                        January 3,      January 4,
                                                           1999            1998
                                                        ----------      ---------
<S>                                                     <C>             <C>
     Income from operations                             $4,066           $4,342
     Less preferred dividends                              (43)             (74)
                                                        ------           ------
     Income for computation of basic
         earnings per common share                      4,023            4,268
     Convertible preferred stock                           43               74
                                                        ------           ------

     Income for computation of diluted
         earnings per common share                      $4,066           $4,342
                                                        ======           ======

                                                            Ten Periods Ended
                                                        January 3,       January 4,
                                                           1999             1998
                                                        ----------       ---------
<S>                                                     <C>              <C>
     Weighted average number of common
         shares used in basic EPS                        6,094            6,077
     Effect of dilutive securities:
         Stock options                                     151               69
         Convertible preferred stock                       143              246
                                                        ------           ------
     Weighted number of common shares
         and dilutive potential common stock
         used in diluted EPS                             6,388            6,392
                                                        ======            =====
</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 commodity costs, average wage rates, marketing costs
and the costs of interest and administering restaurant operations.

The Company's  revenues,  net income and diluted earnings per share increased in
the current three periods when compared to the  equivalent  three periods in the
prior  year.  The  improved  three  period  results   reflect  sales  growth  in
traditional  restaurants  and an  increasing  contribution  from the Samurai and
Kyoto  restaurants  acquired  December  1,  1997  with the  purchase  of  Rudy's
Restaurant Group, Inc. (Rudy's).

For the current ten  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.  Net
income and diluted  earnings per share for the ten periods 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. The results of these changes had a negative impact
on earnings in the earlier part of the current year but have  produced  improved
results in the recent three periods.





















                                          -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                  Ten Periods Ended
                                            January 3,        January 4,        January 3,       January 4,
                                               1999              1998              1999             1998
                                            ----------        ----------        ----------       ---------
<S>                                         <C>               <C>               <C>              <C>
Net restaurant sales                        $27,723           $23,939           $88,452          $72,383
Other income                                    176               157               612              494
                                            -------           -------           -------          -------

                                            $27,899           $24,096           $89,064          $72,877
                                            =======           =======           =======          =======



                                               Three Periods Ended                 Ten Periods Ended
                                            January 3,        January 4,        January 3,      January 4,
                                               1999              1998              1999            1998
                                            ----------        ----------        ----------      ---------
<S>                                         <C>               <C>               <C>             <C>
Amount of change in total
     revenues from previous year            $   3,803         $ 4,270           $16,187         $ 8,270

Percentage of change from the
     previous year                              15.8%           21.5%             22.2%           12.8%

</TABLE>
Three and Ten  Periods  Ended  January  3, 1999  compared  to January 4, 1998 --
Restaurant  revenues  continued  to increase in the three and ten periods  ended
January 3, 1999 as compared to the equivalent periods ended January 4, 1998. The
increase  in  revenues   attributable  to  the  nine  restaurants   through  the
acquisition  of Rudy's  represented  $1,483,000  of the  increase  for the three
periods and  $9,705,000  for the ten periods and an increase in customer  counts
and menu  prices in  restaurant  units  opened  longer  than a year  represented
$2,018,000  of the increase  for the three  periods and  $5,202,000  for the ten
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 and a  traditional  restaurant  opened in  December  1998  operating  in
Ontario,  California.  Same store sales increased 9.4% and 7.5% when compared to
the prior year's three and ten 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 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


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                   Three Periods Ended                Ten Periods Ended
                                               January 3,       January 4,        January 3,       January 4,
                                                  1999             1998              1999             1998
                                               ----------       ----------        ----------       ----------
<S>                                            <C>              <C>               <C>              <C>
COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of restaurant food and
     beverage sales                            26.0%            26.5%             26.4%            26.0%
Restaurant expenses                            58.2%            57.4%             60.8%            59.6%
General and administrative
     expenses                                   5.1%             5.8%              5.1%             5.4%

AMOUNT OF CHANGE FROM
PREVIOUS YEAR (IN THOUSANDS):
Cost of restaurant food and
     beverage sales                            $  858          $1,275             $ 4,482          $2,420
Restaurant expenses                            $2,376          $2,053             $10,655          $4,042
General and administrative expenses            $   29          $  600             $   617          $  757

PERCENTAGE CHANGE FROM
PREVIOUS YEAR:
Cost of restaurant food and
     beverage sales                            13.5%           25.1%              23.8%            14.7%
Restaurant expenses                            17.3%           17.6%              24.7%            10.3%
General and administrative expenses              .2%           76.5%              15.7%            23.9%

</TABLE>
Three and Ten Periods  Ended  January 3, 1999 compared to January 4, 1998 -- The
cost of food and beverage sales  increased in dollar amount in the current three
and ten periods and  decreased in the current three periods and increased in the
current  ten  periods  when  expressed  as a  percentage  of sales  compared  to
equivalent periods in the prior year. The nine restaurants  acquired from Rudy's
represented $388,000 of the increase for the three periods and $2,583,000 of the
increase for the ten periods.  Increased  restaurant  traffic  including  Rudy's
represented $873,000 of the increase for the three periods and $4,236,000 of the
increase for the ten periods.  Commodity costs  increases,  principally  seafood
costs,  which had  increased in the earlier  part of the current year  decreased
during the  current  three  periods  when  compared to the  previous  comparable
period.

Restaurant  expenses  increased  in  dollar  amount  and  when  expressed  as  a
percentage of sales in the current three and ten periods. The increase in dollar
amount is mostly attributable to the nine restaurants acquired from Rudy's. Also
contributing to the increase were increased  occupancy costs and other operating
costs directly related to the increase in sales.

General and administrative  costs increased in total dollar amount and decreased
when  expressed  as a  percentage  of sales for both the  current  three and ten
periods.  The increase is  principally  due to the  amortization  of goodwill of
$118,000  and  $395,000  in the  current  three and ten  periods,  respectively,
associated  with the  acquisition  of Rudy's.  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 ten 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 in the ten periods to 33.6%
from 31.6 % in the prior year's ten periods.  The increase resulted from the use
of state net operating loss carryforwards exhausted in the prior year.

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 January 3, 1999, 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 entered into a lease for a new  restaurant to be operated  under
the Company's new sushi concept, Sushi Doraku by Benihana in Chicago,  Illinois.
Due to delays  in  obtaining  a  building  permit,  this new  restaurant  is now
projected to open during the summer of 1999.








                                          -11-


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

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




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.  The Company has also made inquiries of its material  suppliers as to
year  2000  compliance  and does not  believe  it will be  materially  impacted.
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.

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 5.       None

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    January 28, 1999                              /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 January
3, 1999 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-28-1999      MAR-28-1999
<PERIOD-START>                OCT-12-1998      MAR-30-1998
<PERIOD-END>                  JAN-03-1999      JAN-03-1999
<EXCHANGE-RATE>                         1                1
<CASH>                               1918             1918
<SECURITIES>                            0                0
<RECEIVABLES>                         609              609
<ALLOWANCES>                            0                0
<INVENTORY>                         3,165            3,165
<CURRENT-ASSETS>                    7,029            7,029
<PP&E>                             36,171           36,171
<DEPRECIATION>                     32,812           32,812
<TOTAL-ASSETS>                     61,254           61,254
<CURRENT-LIABILITIES>              12,831           12,831
<BONDS>                            16,175           16,175
                   0                0
                             1                1
<COMMON>                              613              613
<OTHER-SE>                         31,634           31,634
<TOTAL-LIABILITY-AND-EQUITY>       60,254           60,254
<SALES>                            27,723           88,452
<TOTAL-REVENUES>                   27,899           89,064
<CGS>                               7,211           23,333
<TOTAL-COSTS>                      16,122           53,773
<OTHER-EXPENSES>                    1,413            4,535
<LOSS-PROVISION>                        0                0
<INTEREST-EXPENSE>                    370            1,295
<INCOME-PRETAX>                     2,783            6,128
<INCOME-TAX>                        1,030            2,062
<INCOME-CONTINUING>                 1,753            4,066
<DISCONTINUED>                          0                0
<EXTRAORDINARY>                         0                0
<CHANGES>                               0                0
<NET-INCOME>                        1,753            4,066
<EPS-PRIMARY>                         .29              .66
<EPS-DILUTED>                         .28              .64
        


</TABLE>


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