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 10, 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, 3,576,616 shares outstanding at November 12, 1999
Class A Common Stock $.10 par value, 2,571,119 shares outstanding at November
12, 1999
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SEVEN PERIODS ENDED OCTOBER 10, 1999
TABLE OF CONTENTS
PAGE
PART I - Financial Information
Consolidated Balance Sheets at October 10, 1999
(unaudited) and March 28, 1999 1
Consolidated Statements of Earnings
(unaudited) for the Three and Seven Periods
Ended October 10, 1999 2 - 3
Consolidated Statement of Stockholders' Equity
(unaudited) for the Seven Periods Ended
October 10, 1999 4
Consolidated Statements of Cash Flows
(unaudited) for the Seven Periods Ended
October 10, 1999 5
Notes to the Consolidated Financial
Statements 6 - 7
Management's Discussion and Analysis of the
Financial Condition and Results of
Operations 8 - 12
PART II - Other Information 13 - 14
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
PART I - Financial Information
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share information)
<TABLE>
<CAPTION>
(Unaudited)
October 10, March 28,
1999 1999
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and equivalents $ 2,244 $ 1,684
Receivables (net of allowance for doubtful accounts of $0
in October 1999 and $35 in March 1999) 377 269
Inventories 3,401 3,106
Prepaid expenses 794 635
- --------------------------------------------------------------------------------------------
Total Current Assets 6,816 5,694
Property and equipment, net 39,213 37,128
Deferred income taxes, net 3,182 3,385
Goodwill, net 11,874 12,150
Other assets 3,023 2,511
- -------------------------------------------------------------------------------------------
$64,108 $60,868
===========================================================================================
Liabilities and Stockholders Equity
Current liabilities:
Accounts payable and accrued expenses $11,274 $10,497
Current maturity of bank debt 1,500 1,000
Current maturities of other long-term debt and
obligations under capital leases 1,050 1,298
- -------------------------------------------------------------------------------------------
Total Current Liabilities 13,824 12,795
Long-term debt - bank 9,000 10,250
Long-term debt - other 248 396
Due to affiliates - long term 26
Obligations under capital leases 2,398 2,702
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 -
3,576,616 shares and 3,571,616 shares,
respectively 358 357
Class A common stock - $.10 par value;
authorized - 20,000,000 shares, issued and
outstanding 2,569,819 shares and 2,563,443 shares,
respectively 257 256
Additional paid-in capital 14,694 14,604
Retained earnings 23,444 19,597
Treasury stock - 9,177 shares at cost (116) (116)
- -------------------------------------------------------------------------------------------
Total Stockholders Equity 38,638 34,699
- -------------------------------------------------------------------------------------------
$64,108 $60,868
===========================================================================================
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(In thousands, except per share information)
<TABLE>
<CAPTION>
Three Periods Ended
October 10, October 11,
1999 1998
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues
Net restaurant food and beverage sales $29,709 $26,184
Other income 224 163
- -----------------------------------------------------------------------------------------------
Total Revenues 29,933 26,347
Costs and Expenses
Cost of restaurant food and beverage sales 8,019 6,966
Restaurant expenses 17,807 15,984
General and administrative expenses 1,509 1,338
Interest expense 267 384
- -----------------------------------------------------------------------------------------------
Total Costs and Expenses 27,602 24,672
- -----------------------------------------------------------------------------------------------
Income from operations before income taxes 2,331 1,675
Income tax provision 802 530
- -----------------------------------------------------------------------------------------------
Net Income $ 1,529 $ 1,145
===============================================================================================
Earnings Per Share
Basic earnings per common share $ .25 $ .19
Diluted earnings per common share $ .23 $ .18
===============================================================================================
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(In thousands, except per share information)
<TABLE>
<CAPTION>
Seven Periods Ended
October 10, October 11,
1999 1998
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues
Net restaurant food and beverage sales $69,101 $60,729
Other income 513 436
- -------------------------------------------------------------------------------------------------
Total Revenues 69,614 61,165
Costs and Expenses
Cost of restaurant food and beverage sales 18,681 16,122
Restaurant expenses 41,095 37,651
General and administrative expenses 3,379 3,122
Interest expense 586 925
- -------------------------------------------------------------------------------------------------
Total Costs and Expenses 63,741 57,820
- -------------------------------------------------------------------------------------------------
Income from operations before income taxes 5,873 3,345
Income tax provision 2,006 1,032
- -------------------------------------------------------------------------------------------------
Net Income $ 3,867 $ 2,313
=================================================================================================
Earnings Per Share
Basic earnings per common share $ .63 $ .37
Diluted earnings per common share $ .59 $ .36
=================================================================================================
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(UNAUDITED)
(In thousands, except per share information)
<TABLE>
<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 28, 1999 $1 $357 $256 $14,604 $19,597 ($116) $34,699
Net income 3,867 3,867
Dividend on preferred stock (20) (20)
Issuance of 6,376 shares of
class A common stock under
exercise of options 1 74 75
Issuance of 5,000 shares of
common stock under
exercise of options 1 16 17
- --------------------------------------------------------------------------------------------------------------------------
Balance, October 10, 1999 $1 $358 $257 $14,694 $23,444 ($116) $38,638
==========================================================================================================================
</TABLE>
See notes to consolidated financial statements
-4-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Seven Periods Ended
October 10, October 11,
1999 1998
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities:
Net income $3,867 $2,313
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,305 2,117
Deferred income taxes 203
Change in operating assets and liabilities that
provided (used) cash:
Accounts receivable (108) (146)
Inventories (296) 215
Prepaid expenses (159) (50)
Other assets (627) (47)
Accounts payable and accrued expenses 778 46
- ------------------------------------------------------------------------------------------------
Net cash provided by operating activities 5,963 4,448
- ------------------------------------------------------------------------------------------------
Investing activities:
Expenditures for property and equipment (3,999) (3,316)
- ------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (3,999) (3,316)
- ------------------------------------------------------------------------------------------------
Financing Activities:
Proceeds from issuance of common stock 92 2
Repayment of long-term debt and obligations
under capital leases (1,476) (1,665)
Dividend paid on preferred stock (20) (33)
- ------------------------------------------------------------------------------------------------
Net cash (used in) financing activities (1,404) (1,696)
- ------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 560 (564)
Cash and cash equivalents, beginning of year 1,684 1,169
- ------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $2,244 $ 605
================================================================================================
Supplemental Cash Flow Information:
Cash paid during the four periods:
Interest $ 616 $ 787
Income taxes 1,963 2,167
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEVEN PERIODS ENDED OCTOBER 10, 1999 AND OCTOBER 11, 1998
(UNAUDITED)
1. GENERAL
The accompanying consolidated financial statements are unaudited and
reflect all adjustments (consisting only of normal recurring adjustments at
October 10, 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 seven periods (twenty-eight weeks) ended October 10, 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 Companys fiscal year consists of 13 four-week
accounting periods.
2. INVENTORIES
Inventories consist of (in thousands):
October 10, March 28,
1999 1999
----------- --------
Food and beverage $1,249 $1,147
Supplies 2,152 1,959
------ ------
$3,401 $3,106
====== ======
3. 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 Companys various stock option
plans and dilutive convertible preferred stock.
-6-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEVEN PERIODS ENDED OCTOBER 10, 1999 AND OCTOBER 11, 1998
(UNAUDITED)
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.
Seven Periods Ended
October 10, October 11,
1999 1998
---------- ----------
Income from operations $3,867 $2,313
Less preferred dividends (20) (33)
------ ------
Income for computation of basic
earnings per common share 3,847 2,280
Convertible preferred stock 20 33
------ ------
Income for computation of diluted
earnings per common share $3,867 $2,313
====== ======
Seven Periods Ended
October 10, October 11,
1999 1998
----------- -----------
Weighted average number of common
shares used in basic EPS 6,143 6,089
Effect of dilutive securities:
Stock options 352 166
Convertible preferred stock 105 150
------ ------
Weighted number of common shares
and dilutive potential common stock
used in diluted EPS 6,600 6,405
====== ======
-7-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Companys 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 Companys revenues, net income and
diluted earnings per share increased in the current three and seven periods when
compared to the equivalent periods in the prior year. The improved results
reflect a continued increase in sales for restaurants opened longer than one
year. The increased revenues combined with the fixed nature of certain costs and
expenses increased net income by 33.5% to $1,529 from $1,145 for the three
periods and by 67.2% for the seven periods to $3,867 from $2,313 from the
previous equivalent periods. Diluted earnings per share also increased by 27.8%
for the three periods and 63.9% for the seven periods over the previous
comparable periods.
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 10, October 11, October 10, October 11,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net restaurant sales $29,709 $26,184 $69,101 $60,729
Other income 224 163 513 436
------- ------- ------- -------
$29,933 $26,347 $69,614 $61,165
======= ======= ======= =======
Three Periods Ended Seven Periods Ended
October 10, October 11, October 10, October 11,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Amount of change in total
revenues from previous year $ 3,586 $ 5,155 $8,449 $12,384
Percentage of change from the
previous year 13.6% 24.3% 13.8% 25.4%
</TABLE>
-8-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Three and Seven Periods Ended October 10, 1999 compared to October 11, 1998
- -- Restaurant revenues continued to increase in the three and seven periods
ended October 10, 1999 as compared to the equivalent periods ended October11,
1998. The increase in revenues is attributable to increased customer traffic for
restaurants opened longer than one year of 8.4% for the current three periods
and 8.8% for the current seven periods when compared to the comparable prior
year periods. Also, the opening of a traditional restaurant opened in December
1998 operating in Ontario, California contributed $839 to the increase for the
three periods and $1,966 for the seven periods.
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.
<TABLE>
<CAPTION>
Three Periods Ended Seven Periods Ended
October 10, October 11, October 10, October 11,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of restaurant food and
beverage sales 27.0% 26.6% 27.0% 26.5%
Restaurant expenses 59.9% 61.0% 59.5% 62.0%
General and administrative
expenses 5.1% 5.1% 4.9% 5.1%
AMOUNT OF CHANGE FROM
PREVIOUS YEAR (IN THOUSANDS):
Cost of restaurant food and
beverage sales $1,053 $1,499 2,559 3,625
Restaurant expenses $1,823 $3,140 3,444 8,279
General and administrative expenses $ 171 $ 186 257 587
PERCENTAGE CHANGE FROM
PREVIOUS YEAR:
Cost of restaurant food and
beverage sales 15.1% 27.4% 15.9% 29.0%
Restaurant expenses 11.4% 24.4% 9.1% 28.2%
General and administrative expenses 12.8% 16.1% 8.2% 23.2%
</TABLE>
Three and Seven Periods Ended October 10, 1999 compared to October 11, 1998
- -- The cost of food and beverage sales increased in dollar amount when expressed
as a percentage of sales in the current three and seven periods compared to
equivalent periods in the prior year. The increase resulted from higher
commodities costs, principally beef costs, in the current three and seven
periods compared to the prior year equivalent periods.
-9-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Restaurant expenses increased in dollar amount and decreased when expressed
as a percentage of sales in the current three and seven periods. The increase in
absolute dollar amount is attributable to the aforementioned increase in sales.
Restaurant expenses for the current three and seven periods decreased when
expressed as a percentage of sales. The decrease in restaurant expenses when
expressed as a percentage of sales is attributable to the fixed nature of
certain costs and expenses coupled with the increase in sales. The decrease is
also attributable to higher employee benefits costs from unusual amount of
claims that were submitted under the Companys self-insured health benefit plan
in the previous three and seven periods.
General and administrative costs increased in total dollar amount in the current
three and seven periods . Such costs remained constant in the current three
periods and decreased in the current seven periods when expressed as a
percentage of sales. Management does not consider the increase in absolute
amount to be material. The decrease when expressed as a percentage of sales is
due to the aforementioned increase in sales.
Interest costs decreased in the current three and seven periods when
compared to the comparable period of the prior year. The decrease is
attributable to the decrease in total borrowings outstanding from the prior
year.
The Companys effective income tax rate increased in the seven periods to
34.2% from 30.9 % in the prior years seven periods. The increase reflects
increased state income taxes.
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.
In September 1999, the Company entered into a $25,000,000 master lease
pursuant to an agreement with its principal bank lender for the purpose of
financing property and construction of new restaurants. Under the agreement, a
grantor trust purchases properties selected by the Company, finances all of the
construction costs and leases the facilities to the Company upon their
completion. The initial term of the lease is for five years and the lease can
be renewed upon approval by all parties to the transaction. The Company will
account for the lease as an operating lease. Upon maturity, the Company retains
the option to purchase all of the properties owned by the trust; however, if the
Company elects not to purchase the properties, the Company provides a signifi-
cant residual guaranty for the leased facilities and is liable for the decline
in market value of the leased facilities. The Company must also maintain
compliance with financial covenants similar to its credit facilities.
As of October 10, 1999, the Company also had available $15,000,000 under a
revolving line of credit facility. Management believes that the amount available
under the master lease agreement, along with 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 four new restaurants. Estimated remaining
expenditures to complete construction and open these new restaurants are
expected to be $3,500,000. Two of the new restaurants will operate as
traditional Benihana restaurants in Monterey and Santa Monica, California and
are projected to open in the spring of 2000. The other two will be operated
under the Companys new sushi concept, Sushi Doraku by Benihana in Miami Beach,
Florida and Chicago, Illinois and are scheduled to open in the winter of 1999.
-10-
<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 Companys business outlook or future
economic performance, anticipated profitability, revenues, expenses or other
financial items, together with other statements that are not historical facts,
are forward-looking statements as that term is defined under Federal Securities
Laws. Forward-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
Companys 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 reasonably timely basis, and general
economic conditions, as well as other risks detailed in the Companys filings
with the Securities and Exchange Commission.
Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in interest rates on
debt and changes in commodity prices. A discussion of the Companys accounting
policy for derivative financial instruments is included in the Summary of
Significant Accounting Policies in the notes to the consolidated financial
statements included in the Companys Annual Report filed with the Securities and
Exchange Commission.
The Companys net exposure to interest rate risk consists of floating rate
borrowings that are benchmarked to US and European short-term interest rates.
The Company may from time-to-time utilize interest rate swaps to manage overall
borrowing costs and reduce exposure to adverse fluctuations in interest rates.
The Company does not use derivative instruments for trading purposes and the
Company has a policy to that effect. At October 10, 1999, the Company had a
financial derivative with a notional amount of $4,969,166 against floating
rate debt of $10,500,000. A one percentage point interest charge on the
outstanding balance of the variable rate debt as of October 10, 1999 would not
be material.
The Company purchases certain commodities such as beef, chicken and
seafood. These commodities are purchased based upon market prices established
with vendors. The Company does not use financial instruments to hedge commodity
prices because these purchase arrangements help to control the ultimate cost
paid and any cost aberrations have historically been short term in nature.
Year 2000
The year 2000 (Y2K) issue is the result of computer programs using two
digits, as opposed to four digits, to indicate the year. Computer systems that
cannot interpret data beyond 1999 may fail and cause critical business processes
to be materially disrupted. Such failures may occur not only within our own
systems, but also in the systems of vendors in the supply chain, credit card
processors and the financial institutions upon which we rely. The Company has
implemented a plan to address the Y2K issue in steps to mitigate risks in our
proprietary systems and to identify Y2K risks in our supply chain.
The risks in the Companys own systems were identified to include
point-of-sale systems at the restaurants and systems upon which management
relies to provide information to control and guide operations and prepare
financial information. The Company has tested the point-of-sale systems used in
the restaurants and management has determined that they were compliant with Y2K.
The Companys management information system was not in compliance with Y2K.
Management evaluated various courses of action to make the information systems
Y2K compliant. Management determined that the system could have been made Y2K
compliant, but they were not sufficient to support future growth. Management
-11-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
decided to replace existing financial systems and after conducting
interviews with several software vendors, management contracted with a major
supplier of enterprise resource planning systems to improve our core
financial information and restaurant logistical capabilities beyond the
capabilities of the previously existing financial systems. The new system has
been installed and is operating. Management believes that these systems are Y2K
compliant and are reliable. The external costs associated with implementing
thes systems are approximately $425,000, including the cost of software
applications, the hardware necessary to support the new applications software
and contracted services used to augment internal staff implementing the new
system.
The Companys most significant vendors were formally contacted to determine
whether there would be material disruptions in the supply chain. The Company has
no significant system interfaces with vendors.
The Companys supply chain is composed of numerous different suppliers throughout
the country. Each of the restaurants purchase food, beverages and supplies local
to their markets, therefore, the Company is not materially reliant on a few
suppliers and the Company believes that the risk is minimal due to the failure
of any one vendor. However, there may be unidentifiable Y2K problems further up
the supply chain, the effects of which cannot be predicted. Additionally, the
Company relies upon utility service for electricity, gas and water and may incur
disruption in specific market areas.
Our significant vendors indicated to us that they are either Y2K compliant
or are currently taking measures to become Y2K compliant before disruptions that
might impact the Company would occur. Letters have been sent to all banks and
the credit card processors with which the Company has significant relationships
and Company management has reviewed and evaluated their responses. The banks and
the credit card processing companies responses to the Company were that they are
Y2K compliant.
-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 5, 1999.
(b) The following directors were elected at the meeting:
Robert B. Greenberg, Taka Yoshimoto and Kevin Aoki
Other directors whose term of office continue after the
meeting are set forth below:
Joel A. Schwartz, Darwin C. Dornbush, John E. Abdo and
Norman Becker
(c) At the annual meeting, holders of the registrants Common Stock
voted to elect a Class I and a Class III director and holders of
the registrants Class A Common Stock voted to elect a Class I
Director for a term of three years. In addition, holders of the
registrants Common Stock and Class A Common Stock, voting
together as a single class, voted for the approval to permit
participants in the Corporations Administrative Incentive
Compensation Plan (the Plan) to elect to receive all or portion
of their awards under the Plan in shares of the Corporations
Class A Common Stock; and voted for the ratification of Deloitte
& Touche LLP to serve as the registrants independent certified
public accountants for the fiscal year ending March 26, 2000.
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 NON-
MATTER FOR AGAINST ABSTAIN AUTHORITY VOTES
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Election of Directors:
Class I
Robert B. Greenberg 2,272,534 21,200
Taka Yoshimoto 3,418,777 5,585
Class III
Kevin Aoki 3,418,952 5,410
Approval to permit
Participants in the
Plan to elect to
receive All or portion
of their Awards under
the Plan in share of
the Corporations Class
A Common Stock 5,612,086 92,740 13,270
Ratification of
Independent Public
Accountants 5,705,151 10,600 2,345
</TABLE>
-13-
<PAGE>
BENIHANA INC. AND SUBSIDIARIES
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K - None
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Benihana Inc.
---------------
(Registrant)
Date November 15, 1999 /s/ Joel A. Schwartz
--------------------- ----------------------------
Joel A. Schwartz
President
----------------------------
/s/ Michael R. Burris
Michael R. Burris
Chief Financial Officer
-15-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the October
10, 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 6-MOS
<FISCAL-YEAR-END> MAR-26-2000 MAR-26-2000
<PERIOD-START> JUL-19-1999 MAR-29-1999
<PERIOD-END> OCT-10-1999 OCT-10-1999
<EXCHANGE-RATE> 1 1
<CASH> 2,244 2,244
<SECURITIES> 0 0
<RECEIVABLES> 377 377
<ALLOWANCES> 0 0
<INVENTORY> 3,401 3,401
<CURRENT-ASSETS> 6,816 6,816
<PP&E> 39,213 39,213
<DEPRECIATION> 40,360 40,360
<TOTAL-ASSETS> 64,108 64,108
<CURRENT-LIABILITIES> 13,824 13,824
<BONDS> 11,646 11,646
0 0
1 1
<COMMON> 615 615
<OTHER-SE> 38,022 38,022
<TOTAL-LIABILITY-AND-EQUITY> 64,108 64,108
<SALES> 29,709 69,101
<TOTAL-REVENUES> 29,933 69,614
<CGS> 8,019 18,681
<TOTAL-COSTS> 17,807 41,095
<OTHER-EXPENSES> 1,509 3,379
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 267 586
<INCOME-PRETAX> 2,331 5,873
<INCOME-TAX> 802 2,006
<INCOME-CONTINUING> 1,529 3,867
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,529 3,867
<EPS-BASIC> .25 .63
<EPS-DILUTED> .23 .59
</TABLE>
