8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):December 12, 2011

BENIHANA INC.

(Exact name of registrant as specified in its charter)

Delaware	0-26396	65-0538630
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01     Regulation FD Disclosure

On December 12, 2011, members of Benihana Inc.’s senior management will present to investors the information about Benihana Inc. described in the slides attached to this report as Exhibit 99.1. The slides set forth in Exhibit 99.1 are incorporated by reference herein and such slides may be presented in the future in connection with management presentations concerning the Company.

Item 9.01     Financial Statements and Exhibits

(d)  Exhibits:

Exhibit Number	Exhibit
99.1	Slides from Benihana Inc.’s presentation to investors to be made on December 12, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BENIHANA INC.
Dated: December 12, 2011	By:  /s/ J. David Flanery
	J. David Flanery
	Chief Financial Officer

EX-99.1

Investor Meeting

Forward-Looking Statements Statements made in this presentation, other than those concerning historical financial information, may be considered “forward-looking statements,” which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and based upon current expectations, involving a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. In view of such uncertainties, recipients should not place undue reliance on our forward-looking statements. Such statements speak only as of the date of this presentation, and we undertake no obligation to update any forward-looking statements made herein. Factors that could cause actual results to differ materially from management’s expectations include, without limitation: (i) general economic conditions and disruptions in the global credit and equity markets, (ii) competition in the restaurant industry, (iii) ability to achieve expected results, (iv) changes in food and supply costs, (v) increases in minimum wage, (vi) rising insurance costs, (vii) fluctuations in operating results, (viii) challenges to continued growth, (ix) access to sources of capital and the ability to raise capital, (x) issuances of additional equity securities, (xi) ability to construct new restaurants within projected budgets and time periods, (xii) ability to renew existing leases on favorable terms, (xiii) further deterioration in general economic conditions and high unemployment, (xiv) availability of qualified employees, (xv) ability to implement our growth strategies, including the Renewal Program and marketing programs, (xvi) ability to retain key personnel, (xvii) litigation, ability to comply with governmental regulations, (xviii) changes in financial accounting standards, (xix) ability to establish, maintain and apply adequate internal control over financial reporting and (xx) effect of market forces on the price of our stock. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact our business. In addition to the risks and uncertainties set forth above, recipients should consider the risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the risks and uncertainties discussed under the heading “Risk Factors” in such filings. his presentation also includes non-GAAP financial measures to describe our performance, which we believe are useful in analyzing results and facilitating comparison with prior periods. Additional disclosures relating to non-GAAP measures, including the reconciliation of those measures to corresponding GAAP measures are available in this report and on our website at www.benihana.com under the heading “Investor Relations.” 2

Company Overview Benihana teppanyaki is an iconic category defining brand Tremendous portfolio of brands with unique positioning Industry environment plays to all three brand propositions Success of Benihana Teppanyaki Renewal Program continues to generate positive momentum Industry leader in comparable store sales Experienced management team driving continued improvements 3

Strategy for Continuing to Enhance Shareholder Value   Continue driving Benihana Renewal Program initiatives to further improve restaurant margins and traffic   Implement learnings from RA Sushi business review   Begin site identification for new restaurant development   Ramp up Investor Relations activities to communicate momentum   Continue enhancing back office efficiency   4

Experienced Management Team   Industry Time at Name Title Experience Benihana Inc.   Richard Stockinger President, Chief Executive Officer and Chairman of the Board of Directors 25 years 3 years Chris Ames Chief Operating Officer 25 years 2.5 years David Flanery Chief Financial Officer 17 years 4 months Kevin Connelly Vice President of Purchasing 29 years 3 years Joseph Abbruzese Vice President of Construction & Facilities 22 years  5 years Scott Kilpatrick Vice President of Operations, RA Sushi 15 years 9 years Seth Rose Vice President of Operations, Haru 15 years 10 years Jeannie Means Vice President of Marketing 5 years 5 years Cristina Mendoza General Counsel 1.5 years 1.5 years   Source: Company information.   5

Restaurant Locations 6

Overview: Benihana Teppanyaki – Iconic Brand Upscale affordable casual dining enhanced by theatrical entertainment provided by highly skilled chefs Distinctive Japanese atmosphere 63 Company-operated restaurants in the United States and 18 restaurants operated by franchisees in the United States, Latin America and the Caribbean Fresh steak, hand-cut on premises, chicken and seafood prepared on a teppan grill, in traditional Japanese style, at the center of communal guest tables Sushi offered at all restaurants, either at separate sushi bars, lounges or the teppan tables Alcoholic and non-alcoholic beverages, including specialty mixed drinks, sake, wine, beer and soft drinks are available Great Food, Great Fun 7

Overview: RA Sushi – Fun Filled and Energetic High-energy, upbeat environment featuring vibrant design elements and contemporary music Traditional and creative sushi and a full menu of Japanese fusion dishes Wide variety of fresh sushi including: nigiri sushi, maki sushi, hand rolls, sashimi and signature specialty rolls Large selection of premium beverages, wines, sakes and cocktails complement impressive menu 25 Company-owned restaurants in nine states Driving traffic/repeat business through guest program “The Hook Up,” which provides complimentary $20 gift certificate via email on members’ half-birthdays (194,000 members to date) Great Happy Hour Program 8

Overview: Haru – Premium Modern Japanese Fusion Dining Extensive menu of modern Japanese cuisine in an urban-centric atmosphere Traditional and creative sushi and a full menu of Japanese fusion dishes Premium sushi and sashimi creations as well as raw bar items and Japanese cuisine including crab dumplings, shrimp tempura and chicken teriyaki Also offers delivery and take-out services, which represent approximately 33% of total revenue Driving traffic/repeat business through guest program “Access,” which provides members with exclusive monthly offers (23,000 members to date) 8 locations (7 in New York City and 1 in Boston) 9

Renewal Program

The Renewal Program Food Quality, Consistency and Creativity Reintroduced higher quality food No entrée menu price increases until April 2011, when commodities pressures forced increases Upgraded wine and beverage program Improved alcohol mix Centralized purchasing and reduced SKUs Partnered with Iron Chef Hiroyuki Sakai Guest Experience Retrained staff in cooking techniques and steps of service Improved Retail Eyes mystery shopper scores Improved health and sanitation scores / Everclean Initiated The Chef’s Table and Kabuki Kids programs Addressed deferred maintenance Operational Accountability Appointed industry veteran Chris Ames to COO position Recruited experienced regional management Promoted Toshiya Nemoto to Executive Chef Created general manager position Established competitive benefit programs and incentive plans Standardized job descriptions Corporate and Financial Controls Reduced corporate headcount Outsourced certain accounting and finance functions Initiated manager P&L responsibility Improved labor management and reduced overtime hours Improved store-level operating margins 11

The Renewal Program: Food Quality, Consistency and Creativity Strategic Objectives Raise quality of products and ingredients, and return food quality to levels set by founder Enhance beverage program Centralize purchasing and standardize specifications Standardize menus and enhance food offering Initiatives and Results Reintroduced higher quality beef, shellfish, produce and ice cream Did this without raising entrée menu prices until April 2011, when we raised prices in response to commodities  pressures Upgraded offering; wine and sake display cases Improved alcohol mix House Sake won the Gold Award at the 2011 U.S. National Sake Appraisal Reduced number of SKUs from 8,240 at beginning of program to approximately 725 currently Partnered with Iron Chef, Hiroyuki Sakai Upgraded culinary offering and cooking techniques 12

The Renewal Program: Guest Experience Strategic Objectives Update and repair facilities Ensure consistency and superiority of guest experience across all locations Develop targeted marketing programs Improve customer value perception Improve health and sanitation standards Initiatives and Results Focused effort to address deferred maintenance Major renovations recently completed for two high sales volume locations Retrained staff in cooking techniques The Chef’s Table and Kabuki Kids programs have approximately 2.0 million combined members Maintained overall $27.16 avg. per person check (1) Monthly Chef’s Specials began in January 2010 –dinner for two at a special price below menu price Improvement in mystery shopper scores Engaged third party sanitation consultant (1) For Q2-2012 13

The Renewal Program: Operational Accountability Strategic Objectives Revamp senior management Create unified leadership structure with complete operational and financial accountability Incentivize and align restaurant level management Overhaul human resources Initiatives and Results Appointed industry veteran Chris Ames as COO Added four experienced regional managers Promoted Toshiya Nemoto to Executive Chef, working closely with Chef Sakai Redefined regional chef role Added four new, experienced regional managers and redefined RM role Created general manager position integrating oversight of front and back of house operations establishing unit level accountability; met goal of hiring GM’s for all 63 restaurants by end of FY 2011 Established competitive benefits program, incentive plans and standardized job descriptions 14

The Renewal Program: Corporate and Financial Controls Strategic Objectives Reduce corporate overhead Increase restaurant level efficiency and accountability Consult with industry experts to evaluate and measure progress Initiatives and Results Reduced corporate headcount from 110 at beginning of program to 60 currently and outsourced certain accounting and finance functions Improved store-level operating margins Initiated manager P&L responsibility and improved inventory management Implemented weekly inventories New labor management resulting in reduction in overtime hours Recently added permanent CFO, David Flanery, to focus on further opportunities for improvement 15

Marketing Strategy for Benihana Teppanyaki Comprehensive customer research project completed in 2010 Gathered information on customer base Refined marketing strategy to better target consumers Identified creative ways to deliver the Company’s marketing message and further expand brand Developed and implemented new marketing programs The Chef’s Table – 1.8 million members as of Nov. 2011 Kabuki Kids – 186,000 members as of Nov. 2011 Chef’s Specials Introduction of Happy Hour Express Lunch Expanded Hours In November 2010, changed redemption of The Chef’s Table to Monday-Thursday only, driving weekday traffic Aided awareness (85%) vs. unaided awareness (2%) demonstrates power of the brand and significant marketing opportunity Local store marketing initiatives Social Media Facebook – over 107,000 fans as of Nov. 2011 Twitter – over 4,500 followers as of Nov. 2011 You Tube – over 170,000 channel views as of Nov. 2011
16

Impact of the Renewal Program through Q2-2012   The Renewal Program introduced during Q2 2010 is driving increases in comparable store sales and guest traffic   Higher quality food, an enhanced beverage program and Chef’s Specials have contributed to meaningful increases in sales   Newly renovated restaurants and popular marketing programs including The Chef’s Table and Kabuki Kids have resulted in positive traffic trends   Q1 (+8.6% over +3.3%) and Q2 (+7.7% over +7.9%) successfully comped over strong prior-year results   Benihana Comparable Store Sales and Traffic   15% 10% 5% 0% (5%) (10%) (15%)   Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012   Comparable Store Sales Comparable Store Traffic   Source: Company information.   17

Future Initiatives to Drive Additional Value The Company plans to continue developing Renewal Program initiatives to further strengthen performance, including: –Improve back office efficiency –Better utilize analytical tools to identify best practices and areas for improvement –Expand The Chef’s Table and better track redemption and spending patterns –Signed new beverage agreement with substantial increase in marketing dollars –Planning pilot test of online reservation system In addition to the Renewal Program, the Company is preparing for new restaurant development: –Market study by a nationally-recognized consultant to optimize site selection –New restaurant design with reduced construction budget and same number of Teppanyaki tables Analyzing the potential to unlock the value of our real estate portfolio via opportunistic sale leaseback transactions –Thirteen owned properties appraised at approximately $44 million in 2009 Potential licensing initiatives to realize the value of our brand intangible asset 18

New Benihana Unit Prototype Design 19

Sushi Bar Restaurant It’s more fun in the RA.

RA Sushi Overview High-energy, upbeat environment featuring vibrant design elements and contemporary music Traditional and creative sushi and a full menu of Japanese fusion dishes Large selection of premium beverages, wines, sakes and cocktails complement impressive menu 25 Company-owned restaurants in nine states Average comparable per person check of $21.32 (1) Select, recent awards: Best Restaurant in South Miami-Dade 2010 – Miami New Times Best of Award, 2010 Best Sushi – Baltimore Magazine’s Best of Baltimore Reader’s Choice Award, 2010 Best Happy Hour – City Paper’s Reader’s Choice Award, 2010 Best Japanese Restaurant – 2010 Phoenix New Times Best of Phoenix Readers Choice Award, 2010 Company is currently reviewing the business to identify potential opportunities for further improvement, including applicability of learnings from the Benihana Renewal Program (1) For Q2 2012 21

RA Sushi Customer Demographics RA Sushi appeals to a broad demographic, including: Diverse age and income spread Equal mix of male and female guests High-quality food is the primary driver of dining occasions and a vibrant happy hour supplements the brand’s profitable beverage mix Broad appeal leads to significant occasion-based dining across day parts while popular happy hour program produces a skew towards evening dining Marketing programs:  “The Hook Up” provides complimentary $20 gift certificate via email on members’ half-birthdays Developed national monthly promotions ensuring consistency throughout the brand Local store marketing includes unit-specific promotions to drive specific day-parts Retained Cramer-Krasselt as media buying/planning partner in April 2011 22

Differentiated Combination of Sushi and Energetic Environment High-Quality Sushi Upbeat concept offering fresh and creative sushi rolls, signature salads and other Japanese inspired entrees Traditional hot foods appeal to wide variety of tastes Premium Beverages Inventive cocktails and vast selection of wines and sakes complement menu offering Happy hour specials increase guest traffic Energetic Atmosphere Upbeat environment enhanced with bold colors and sleek décor Lively music and lighting enhances appeal 23

HARU

Haru Overview Extensive menu of modern Japanese cuisine in an urban-centric atmosphere Premium sushi and sashimi creations as well as raw bar items and Japanese cuisine including crab dumplings, shrimp tempura and chicken teriyaki Also offers delivery and take-out services Eight Company owned restaurants in two states Average comparable per person check of $30.54 (1) (1) For Q2 2012. 25

Haru Customer Demographics Broad guest profile: Premium sushi appeals to wide range of guests Urban-centric locations attract young adults Slightly higher male skew Urban locations drive skew toward weekday dining and evening dining occasions Take-out services approximately 33% of total revenue Guest program “Access” provides members with exclusive monthly offers Opportunity to grow off-premise catering business Hired dedicated sales manager for the New York City market in March 2010 Development of catering brochure 26

Premium Sushi in a Modern, Urban-Centric Atmosphere Premium Sushi Modern Atmosphere Generous portions of premium sushi provides an attractive value proposition Fresh quality ingredients ensure consistent offering Décor influenced by urban-centric environment but presented in an appealing, modern Japanese style Vibrant lounge area at most restaurants 27

Investment Considerations

Iconic, category defining brand leads portfolio of differentiated brands Three complementary brands provide high - quality food in differentiated, upscale affordable casual settings Favorable industry fundamentals Growth of full-service Asian and sushi segments New management team now well-established and continuing to execute Renewal Program with quantifiable success Initiated Renewal Program to drive the high standards set by founder Continues to drive positive momentum in traffic and guest loyalty Success illustrated by continued outperformance of Knapp-Track industry averages Experienced, proven senior business management team Veteran leadership with over 150 years of combined industry experience Management incentives aligned with shareholder value creation Financial performance demonstrates strength of brands and tremendous upside Twenty-three consecutive four-week periods and seven consecutive quarters of comparable store sales growth Strong cash flow, conservative balance sheet and available borrowing capacity under renewed line of credit work together to provide ample growth funding Over half of existing restaurant portfolio is either new or has had extensive remodel in last five years Potential significant growth opportunities Increase guest frequency through targeted marketing to drive comparable sales growth Pursuing new unit opportunity for RA and Benihana.  No new units in 2012 projection, but the Company currently expects further growth on a prudent basis using lessons learned from the past, detailed third-party market report and experienced new management team 29

Recent Capital Structure Developments All remaining Preferred Stock converted to Common Stock Conversion price of approximately $12.67 per share Eliminates 5% annual dividend payment Eliminates 2014 liquidation payment - initially $20 million Reclassification of Class A Common Stock into Common Stock approved by shareholders and Class A shares delisted on November 30, 2011 Capital Structure now consists of one class of Common Stock with approximately 17.9 million actual shares currently outstanding 30

Five-Year CapEx Review by Category ($ in millions) New Units Remodels Maintenance Total Benihana $  35.8 $  61.2 $  18.4 $115.4 RA Sushi 32.2 -0- 3.3 35.5 Haru 10.9 -0- 1.9 12.8 Total $  78.9 $  61.2 $  23.6 $163.7 # of Units 28 22 Average / Unit $    2.8 $    2.8 Average / Year $    4.7 Note: Information reflects actual capital expenditures for the five-year period fiscal 2007 through fiscal 2011. 31

Five-Year Unit Growth Projections by Brand Benihana One to two new units per year beginning in fiscal 2013 RA Sushi One to three new units in fiscal 2013 ramping up to three to four new units per year thereafter Haru No new unit growth planned at this time Note:  Capital resources are available to accelerate unit growth based on actual results. 32

Financial Highlights

Historical Revenue Summary The Company has grown revenue and guest count despite macroeconomic challenges The Company possesses an extremely healthy store base ($Millions) Benihana Inc. Total Revenue $350 $300 $250 $200  $328 $314 $306 $297 FY FY FY FY 2008 2009 2010 2011 $200 $175 $150 $125 $100 $75 $50 $25 $0  $183 $173 YTD - Q2 2011 YTD - Q2 2012 Source: Company information. 34

Comparable Stores Sales Comparable Store Sales by Concept 8% 4% 0% (4%) (8%) (12%) 8.6% 7.7% 6.3% 5.3% 3.6% 2.9% 2.6% 2.4% 0.3% 0.6% (0.4%) (1.0%) (1.9%) (7.7%) (7.5%) (7.9%) (8.3%) (10.6%) 2008  2009  2010  2011  Q1 2012 Q2 2012 Benihana RA Haru Source: Company public filings. Note: The Q2 2012 comparable sales results for Haru of +0.6% were negatively impacted by temporary closures related to the severe weather of Hurricane Irene.  Excluding this negative impact, Haru comparable sales for Q2 2012 were +2.0%.  Benihana and RA Sushi sales were not significantly impacted by the severe weather. 35

YTD Q2-2012 Highlights Comparable sales of 6.2% (led by 8.2% at Benihana teppanyaki concept) Total revenues increased 5.7% to $182.8 million, as compared to YTD Q2-2011 Net income increased to $2.4 million, or $0.15 EPS, as compared to a loss of $2.0 million, or $(0.13) EPS for YTD Q2-2011 Strong  cash  flow  from  operations  allowed  for  full  repayment  of  line  of  credit borrowings early during the fiscal year; Q2-2012 ending cash balances of $6.3 million Unit level EBITDA of $30.5 million (16.8% of sales), as compared to $28.3 million (16.5% of sales) in prior year 36

Supplemental Information

Unit Economics Review 4 Quarters Ended Q2-12 and Q2-11 Total ($ in thousands) Teppanyaki RA Sushi Haru Restaurants 4 Quarters Ended 4 Quarters Ended 4 Quarters Ended 4 Quarters Ended Q2-2012 Q2-2011 Q2-2012 Q2-2011 Q2-2012 Q2-2011 Q2-2012 Q2-2011 Total Sales 225.7  210.4  78.0  76.2  31.9  32.8  335.6  319.4 Equivalent Units (a) 62.8  63.4  25.0  25.0  8.6  9.0  96.4  97.4 Average Unit Volume 3.60  3.32  3.12  3.05  3.73  3.65  3.48  3.28 Operating Margin % 11.5% 10.3% 12.2% 12.4% 11.7% 14.2% 11.7% 11.2% EBITDA % 17.9% 17.2% 16.9% 17.5% 17.1% 20.2% 17.6% 17.6% (a) - Total store weeks divided by 52 38

Portfolio Stratification 4 Quarters Ended Q2-12   ($ in thousands) Teppan RA Sushi   Top 80% Bottom 20% Portfolio Average   Top 80% Bottom 20% Portfolio Average   Total Sales 199.1 26.6 225.7 68.8 9.2 78.0 Equivalent Units (a) 49.8 13.0 62.8 20.0 5.0 25.0 Average Unit Volume 4.00 2.05 3.60 3.44 1.84 3.12 Operating Margin % 13.2% (0.9%) 11.5% 14.1% (1.9%) 12.2% EBITDA Margin % 19.2% 7.9% 17.9% 19.0% 1.5% 16.9% (a) - Total store weeks divided by 52   39

Unit Margins by Brand Total   ($ in thousands) Teppanyaki RA Sushi Haru Restaurants   Year-to-date Year-to-date Year-to-date Year-to-date   Q2-2012 Q2-2011 Q2-2012 Q2-2011 Q2-2012 Q2-2011 Q2-2012 Q2-2011   Restaurant Sales 121,289 112,387 43,354 41,865 17,146 17,792 181,789 172,044   Total Revenues 121,289 112,387 43,354 41,865 17,146 17,792 181,789 172,044   Cost of Sales 30,396 27,448 10,883 10,496 4,195 4,156 45,473 42,099   Gross Profit 90,893 84,939 32,472 31,369 12,951 13,636 136,316 129,944   Operating Expenses 78,043 74,751 27,008 26,208 11,134 11,469 116,185 112,428   Unit Operating Income 12,850 10,188 5,464 5,161 1,817 2,167 20,131 17,516   Unit Level Margin 10.6% 9.1% 12.6% 12.3% 10.6% 12.2% 11.1% 10.2%   Depreciation/Amortization 7,328 7,667 1,948 2,059 1,052 1,103 10,328 10,828   Unit Level EBITDA 20,178 17,855 7,412 7,219 2,869 3,270 30,459 28,344   Unit EBITDA Margin 16.6% 15.9% 17.1% 17.2% 16.7% 18.4% 16.8% 16.5%   40

Incentives Drive Behavior and Results   Key Components of Incentive Program Unit Level Controllable Profit Mystery Shopper Results Health and Sanitation Results Customer Complaints   Restaurant Level Bonuses Have Increased $842,000 in Fiscal Year 2009 (before new leadership) $1.4 million for Fiscal Year 2011 41

Non-Beverage Commodity Costs Approximate % of Total Date Contracted Through Beef 22% December 2012 Shrimp 13% April 2012 Produce 10% June 2012 Lobster Tails 5% May 2012 Chicken 5% N/A Scallops 3% February 2012 Salmon 2% December 2012 Ice Cream 1% July 2012 Rice Bran Oil 1% December 2012 Rice 1% October 2012 63% Note: A substantial portion of non-alcoholic beverages (soft drinks, fruit juices, bottled water, frozen drink mixes, etc.) are contracted through at least the end of the fiscal year – March 2012. 42

General & Administrative Expenses Decreased $2.0 million to $17.9 million for YTD Q2-2012 vs. YTD Q2-2011 (recurring G&A expenses decreased $1.9 million for the same periods) Stock-based compensation increased by $1.8 million for YTD Q2-2012 vs. YTD Q2-2011 (excluded from recurring G&A expenses) Other non-recurring expenses were $1.9 million for YTD Q2-2012 as compared to $3.8 million for YTD Q2-2011, as follows: ($ in millions) YTD-FY12 YTD-FY11 Shareholder Meeting (a) $ 1.5 $ -0- Board Strategic and Other (b) 0.4 0.9 Mgmt. Transition Initiatives (c) -0- 2.9 Total $ 1.9 $3.8 (a) Costs related to special shareholder meeting to address share reclassification (b) Costs related to the Board’s assessment of strategic alternatives (FY-2012) and annual meeting proxy contest (FY-2011) (c) Costs associated with various management transition initiatives, including severance payments, consulting agreements and outsourcing arrangements 43

Restricted Stock Awards (RSAs) Four members of senior management received RSAs in connection with their employment agreements – CEO, COO, CFO and General Counsel Total of 775,000 RSAs were granted between December 2010 and August 2011 with a total deferred compensation value of approximately $6.2 million at grant date Vesting for 75% of the initial grant value is tied to the later of passage of time or achievement of targeted share prices, providing alignment between management incentives and shareholder interests Accounting expense is based on deferred compensation determined as of grant date Change in control provisions exist that allow for accelerated vesting in certain circumstances 44

Restricted Stock Awards – Vesting and Expense Recognition Pre- Q2-12 Q2-Q4 FY ’12 Fiscal 2013 Fiscal 2014 Total % of ($000’s) Total Vests time only $1,545 $ -0- $ -0- $ -0- $1,545 25.0 Vests at $10/share -0- 125 103 43 271 4.4 Vests at $13/share 995 326 179 43 1,543 25.0 Vests at $15/share 341 100 37 -0- 478 7.8 Vests at $20/share 760 668 702 204 2,334 37.8 Total Remaining Vest $3,641 $1,219 $1,021 $ 290 $6,171 100.0 Note: RSA’s also subject to accelerated vesting upon certain change in control circumstances. 45

Balance Sheet as of October 9, 2011 The Company maintains a strong balance sheet and substantial liquidity position Conservative financial profile defined by no borrowings on our credit facility and growing cash and liquidity position Completed an amended and restated credit agreement that provides $30 million of borrowing capacity through February 10, 2014, with an option to increase the principal amount to $35 million, subject to certain conditions All Preferred Stock converted to Common Stock prior to the end of Q2‐2012 ($ Thousands) Assets Current Assets: Cash and cash equivalents 6,346 Other current assets 12,736 Total current assets 19,082 Property and equipment, net 177,515 Goodwill 6,896 Deferred income tax and other assets 16,294 Total assets 219,787 Liabilities, Convertible Preferred Stock and Stockholders’ Equity Current Liabilities: Borrowings under line of credit - Other current liabilities 33,227 Total current liabilities 33,227 Borrowings under line of credit - Def. Operating Lease Oblig. and Other 15,594 Preferred Stock -Stockholders’ Equity 170,966 Total liabilities 219,787 Source: Company information. 46

Reconciliation of Non-GAAP Measures In this presentation, we refer to unit level and consolidated EBITDA, both of which are non-GAAP measures. Management considers unit level and consolidated EBITDA to be a meaningful indicator of operating performance from operations before depreciation, amortization, net interest and income taxes. Unit level and consolidated EBITDA provides us with an understanding of one aspect of earnings before the impact of investing and financing transactions and income taxes. Consolidated EBITDA is also a measure utilized in the financial covenants required under our line of credit arrangement and in certain management incentive compensation programs to define targets. While unit level and consolidated EBITDA should not be construed as substitutes for net income or a better indicator of liquidity than cash flows from operating activities, which are determined in accordance with accounting principles generally accepted in the United States (“GAAP”), they are included herein to provide additional information with respect to the ability of the company to meet its future debt service, capital expenditure and working capital requirements. Consolidated EBITDA is not necessarily a measure of the company’s ability to fund its cash needs and it excludes components that are significant in understanding and assessing our results of operations and cash flows. In addition, unit level and consolidated EBITDA are not terms defined by GAAP and as a result our measures of EBITDA might not be comparable to similarly titled measures used by other companies. 47

Reconciliation of Non-GAAP Measures (cont.) YTD YTD ($ in thousands) Q2-2012 Q2-2011 Unit Level EBITDA $30,459 $28,338 Royalties 996 915 G&A Expenses, net of amortization (17,703) (18,061) Consolidated EBITDA 13,752 11,192 Net interest expense (256) (273) Income tax (expense) benefit (139) 357 Depreciation and amortization (10,480) (12,669) Net income (loss) $ 2,877 $ (1,393) 48