-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOhFSoIiJkaGbT7bbFOm617ZrRxzhSuFiVl+h8t396gXCj6bpHCXDpxEK61QgV3T 2OHyEQ7bf3vV/B0vMWDWRA== 0000935226-99-000019.txt : 19991118 0000935226-99-000019.hdr.sgml : 19991118 ACCESSION NUMBER: 0000935226-99-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991010 FILED AS OF DATE: 19991117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BENIHANA INC CENTRAL INDEX KEY: 0000935226 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 650538630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26396 FILM NUMBER: 99759682 BUSINESS ADDRESS: STREET 1: 8685 NW 53RD TERRACE CITY: MIAMI STATE: FL ZIP: 33166 BUSINESS PHONE: 3055930770 MAIL ADDRESS: STREET 1: 8685 NW 53RD TERRACE CITY: MIAMI STATE: FL ZIP: 33166 10-Q 1 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 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 BENIHANA INC. AND SUBSIDIARIES PART I - Financial Information CONSOLIDATED BALANCE SHEETS (In thousands, except per share information)
(Unaudited) October 10, March 28, 1999 1999 - ------------------------------------------------------------------------------------------- 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 ===========================================================================================
See notes to consolidated financial statements -1- BENIHANA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (In thousands, except per share information)
Three Periods Ended October 10, October 11, 1999 1998 - ----------------------------------------------------------------------------------------------- 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 ===============================================================================================
See notes to consolidated financial statements -2- BENIHANA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (In thousands, except per share information)
Seven Periods Ended October 10, October 11, 1999 1998 - ------------------------------------------------------------------------------------------------- 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 =================================================================================================
See notes to consolidated financial statements -3- BENIHANA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (UNAUDITED) (In thousands, except per share information)
Class A Additional Total Preferred Common Common Paid-in Retained Treasury Stockholders Stock Stock Stock Capital Earnings Stock Equity - --------------------------------------------------------------------------------------------------------------------------- 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 ==========================================================================================================================
See notes to consolidated financial statements -4- BENIHANA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Seven Periods Ended October 10, October 11, 1999 1998 - ------------------------------------------------------------------------------------------------- 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
See notes to consolidated financial statements. -5- 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- 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- 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.
Three Periods Ended Seven Periods Ended October 10, October 11, October 10, October 11, 1999 1998 1999 1998 ----------- ----------- ----------- ----------- 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 ----------- ----------- ----------- ----------- 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%
-8- 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.
Three Periods Ended Seven Periods Ended October 10, October 11, October 10, October 11, 1999 1998 1999 1998 ----------- ----------- ----------- ----------- 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%
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- 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- 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- 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- 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:
WITHHOLD NON- MATTER FOR AGAINST ABSTAIN AUTHORITY VOTES - ------------------------------------------------------------------------------------------ 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
-13- 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- 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- EX-27 2 FDS --
5 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. 0000935226 BENIHANA INC. 1,000 U.S. DOLLARS 3-MOS 6-MOS MAR-26-2000 MAR-26-2000 JUL-19-1999 MAR-29-1999 OCT-10-1999 OCT-10-1999 1 1 2,244 2,244 0 0 377 377 0 0 3,401 3,401 6,816 6,816 39,213 39,213 40,360 40,360 64,108 64,108 13,824 13,824 11,646 11,646 0 0 1 1 615 615 38,022 38,022 64,108 64,108 29,709 69,101 29,933 69,614 8,019 18,681 17,807 41,095 1,509 3,379 0 0 267 586 2,331 5,873 802 2,006 1,529 3,867 0 0 0 0 0 0 1,529 3,867 .25 .63 .23 .59
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