10-Q/A 1 form10qa-101004.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended October 10, 2004 or, [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-26396 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 check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) Yes X No --- --- Indicate the 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, 2,992,979 shares outstanding at November 23, 2004 Class A Common Stock $.10 par value, 6,161,475 shares outstanding at November 23, 2004 The Registrant hereby amends its Quarterly Report on Form 10-Q for the quarter ended October 10, 2004 because at March 28, 2004 the Registrant inadvertently listed an incorrect amount on the Balance Sheet under "Long-term debt - bank" in the amount of $18,500,000 instead of the correct amount of $0. BENIHANA INC. AND SUBSIDIARIES PART I - Financial Information ITEM 1. FINANCIAL STATEMENTS - UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share and per share information) October 10, March 28, 2004 2004 ----------------------------------------------------------------------------------------------------------------------------------- Assets (As restated, Current Assets: see Note 6) Cash and cash equivalents $ 2,790 $ 2,196 Receivables 800 882 Inventories 6,225 6,147 Prepaid expenses 2,636 2,426 ----------------------------------------------------------------------------------------------------------------------------------- Total current assets 12,451 11,651 Property and equipment, net 104,474 98,219 Goodwill, net 27,783 27,783 Other assets 4,767 4,757 ----------------------------------------------------------------------------------------------------------------------------------- $149,475 $142,410 ----------------------------------------------------------------------------------------------------------------------------------- Liabilities and Stockholders' Equity Current Liabilities: Accounts payable and accrued expenses $22,371 $ 20,730 Current maturity of bank debt 3,250 21,500 Current maturities of obligations under capital leases 135 273 ----------------------------------------------------------------------------------------------------------------------------------- Total current liabilities 25,756 42,503 Long-term debt - bank 10,000 Obligations under capital leases 26 Deferred income taxes, net 1,433 1,237 ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities 37,189 43,766 Commitments and contingencies (Note 8) Minority interest 1,776 1,414 Series B Mandatory Redeemable Convertible Preferred Stock - $1.00 par value; convertible into Common stock; authorized - 5,000,000 shares; issued and outstanding - 400,000 at October 10, 2004 (Note 7) 9,271 Stockholders' Equity: Common stock - $.10 par value; convertible into Class A Common stock; authorized - 12,000,000 shares; issued and outstanding - 2,992,979 and 3,134,979 shares, respectively 299 313 Class A Common stock - $.10 par value; authorized - 20,000,000 shares; issued and outstanding - 6,161,475 and 5,967,527 shares, respectively 616 597 Additional paid-in capital 51,361 50,772 Retained earnings 49,106 45,691 Treasury stock - 10,828 shares of Common and Class A Common stock at cost (143) (143) ----------------------------------------------------------------------------------------------------------------------------------- Total stockholders' equity 101,239 97,230 ----------------------------------------------------------------------------------------------------------------------------------- $149,475 $142,410 ----------------------------------------------------------------------------------------------------------------------------------- See notes to condensed consolidated financial statements
SIGNATURE 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 30, 2004 /s/ Joel A. Schwartz ------------------------- --------------------------------------- Joel A. Schwartz President and Chief Executive Officer and Director Exhibit 31.1 CERTIFICATION I, Joel A. Schwartz, President and Chief Executive Officer and Director, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Benihana Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 30, 2004 /s/ Joel A. Schwartz -------------------------------- Joel A. Schwartz President and Chief Executive Officer and Director Exhibit 31.2 CERTIFICATION I, Michael R. Burris, Senior Vice President - Finance and Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Benihana, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 30, 2004 /s/ Michael R. Burris -------------------------------------- Michael R. Burris Senior Vice President - Finance and Chief Financial Officer Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Benihana Inc. (the "Company") on Form 10- Q for the period ended October 10, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joel A. Schwartz, President and Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Joel A. Schwartz ------------------------------------- Joel A. Schwartz President and Chief Executive Officer and Director November 30, 2004 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Benihana Inc. (the "Company") on Form 10-Q for the period ended October 10, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael R. Burris, Senior Vice President - Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael R. Burris -------------------------------------- Michael R. Burris Senior Vice President - Finance and Chief Financial Officer November 30, 2004