SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 2002
or,
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-26396
Benihana Inc.
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(Exact name of registrant as specified in its charter)
Delaware 65-0538630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8685 Northwest 53rd Terrace, Miami, Florida 33166
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (305) 593-0770
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Securities registered pursuant
to Section 12(b) of the Act:
None
Securities registered pursuant
to Section 12 (g) of the Act:
Common Stock, par value $.10 per share
Class A Common Stock, par value $.10 per share
Preferred Share Purchase Right
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of June 24, 2002, 3,232,302 shares of Common Stock and 4,352,327 shares
of Class A Common Stock were outstanding, and the aggregate market value of the
common equity of Benihana Inc. held by non-affiliates was approximately
$105,249,973.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the Registrant's Annual Report to Stockholders for the year ended
March 31, 2002 are incorporated by reference in Parts I and II.
Portions of the Registrant's Proxy Statement for the Annual Meeting to be held
August 22, 2002 are incorporated by reference in Part III.
Item 1. General
We have operated teppanyaki-style Japanese restaurants in the United States for
over 37 years, and we believe we are the largest operator of teppanyaki-style
restaurants in the country. Our core concept, the traditional Benihana
restaurant, offers teppanyaki-style Japanese cooking in which fresh steak,
chicken and seafood is prepared by a Benihana chef on a grill which forms a part
of the table on which the food is served. Our Haru concept offers an extensive
menu of Japanese fusion dishes in a high energy, urban atmosphere. In addition
to traditional, high quality sushi and sashimi creations, Haru offers raw bar
items and Japanese cruisine, including New York strip steak with wasabi
croquette, spicy shallots and ginger sauce, garlic shrimp and crispy duck.
We currently:
o own and operate 54 Benihana teppanyaki-style Japanese dinnerhouse
restaurants, including one restaurant under the name Samurai;
o franchise others to operate 18 additional Benihana restaurants;
o own and operate five Haru restaurants in New York City, offering Japanese
dining, featuring sushi and sashimi; and
o own and operate two Doraku restaurants.
We own the related United States trademarks and service marks to the names
"Benihana", "Benihana of Tokyo" and the "red flower" symbol and we have the
exclusive rights to own, develop and license Benihana and Benihana Grill
restaurants in the United States, Central and South America and the islands of
the Caribbean.
Sales by our owned restaurants were approximately $170.1 million for the fiscal
year ended March 31, 2002, as compared to approximately $161.9 million for the
prior fiscal year. Our net income for the fiscal year ended March 31, 2002 was
approximately $8.8 million, as compared to approximately $9.1 million for the
prior fiscal year.
Strategy
The critical elements of our growth strategy are as follows:
Selectively Pursue Restaurant Growth. We believe that our Benihana concept has
broad appeal and that, as a result, we have significant opportunities to expand
our business selectively. We plan to capitalize on our broad customer appeal and
strong brand recognition within the casual dining segment by opening new
restaurants, selectively acquiring existing Asian-theme restaurants in major
U.S. markets and franchising new restaurant locations. We are currently
developing or have under construction two new Benihana restaurants in Westbury,
New York, and Scottsdale, Arizona.
Maintain Strong Unit Economics. Our experienced management team intends to
maintain attractive store margins due to sustained sales growth and effective
cost controls.
Continue To Build Brand Awareness And Customer Loyalty. We will continue to
provide marketing and promotional support to sustain and grow our reputation for
distinctive value, quality food and customer satisfaction.
Provide Strong Management Support. Led by Joel Schwartz, our Chief Executive
Officer, our senior management team has an average of 15 years with our company
and is experienced in developing and operating distinctive, high-volume casual
dining establishments.
The Benihana Concept
The Benihana concept offers casual dining in a distinctive Japanese atmosphere
enhanced by the unique entertainment provided by our highly-skilled Benihana
chefs who prepare fresh steak, chicken and seafood in traditional Japanese style
at the customer's table. Most of our Benihana restaurants are open for both
lunch and dinner. The Benihana restaurants have a limited menu offering a full
course meal consisting of an appetizer, soup, salad, tea, rice, vegetable, an
entree of steak, seafood, chicken or any combination of them and a dessert.
Specific menu items may be different in the various restaurants depending upon
the local geographic market. The servings are portion controlled to provide
consistency in quantities served to each customer. Alcoholic beverages,
including specialty mixed drinks, wines and beers and soft drinks are available.
The average check size per person was $23.61 in fiscal 2002. During fiscal 2002,
beverage sales in both the lounges and dining rooms accounted for approximately
17% of our total restaurant sales. Sushi is offered at all of our traditional
restaurants at either separate sushi bars or at the teppanyaki grills.
An entire teppan table generally seats eight customers. The chef is assisted in
the service of the meal by the waitress or waiter who takes beverage and food
orders. An entire dinnertime meal takes approximately one hour and thirty
minutes.
Of the 54 Benihana restaurants we operate:
o 37 are located in freestanding, special use restaurant buildings; o 6 are
located in shopping centers; and o 11 are located in office or hotel building
complexes.
The freestanding restaurants were built to our specifications as to size, style
and interior and exterior decor. The other locations were adapted to the
Benihana interior decor. The freestanding, traditional Benihana restaurant
units, which are generally one story buildings, average approximately 8,000
square feet and are constructed on a lot of approximately 1.25 to 1.50 acres.
The shopping center, office building and hotel-based Benihana restaurants are of
similar size, but differ somewhat in appearance from location to location in
order to conform to the appearance of the buildings in which they are located. A
typical Benihana restaurant has 18 teppan tables and seats from 86 to 178
customers in the dining rooms and 8 to 120 customers in the bar lounge areas.
In addition to the two Benihana restaurants recently opened in April 2002 in The
Woodlands, Texas and in May 2002 in Las Colinas, Texas, we anticipate opening
two new Benihana restaurants in Westbury, New York and Scottsdale, Arizona in
fiscal 2003.
The Haru Concept
The Haru concept offers an extensive menu of distinctive Japanese fusion dishes
in a high energy, urban atmosphere. In addition to traditional, high quality
sushi and sashimi creations, Haru offers raw bar items and Japanese cruisine,
including New York strip steak with wasabi croquette, spicy shallots and ginger
sauce, garlic shrimp and crispy duck. Haru also offers delivery and takeout. The
average check size per person was $26.50 in fiscal 2002. We own 80% of the
subsidiary that operates the Haru restaurants.
The Doraku Concept
The Doraku concept offers sushi as well as other Japanese dishes. The average
check size per person was $15.53 in fiscal 2002. We have two Doraku restaurants
in operation and we do not currently have plans for expansion. We closed a
Doraku restaurant in March 2002 due to poor traffic at the mall in which it was
located.
Restaurant Operations
Our Benihana and Doraku restaurants are under the direction of our Executive
Vice President-Restaurant Operations and are divided among seven geographic
regions, each managed by a regional manager. Food preparation in the restaurants
is supervised by eight regional chefs. Our Haru restaurants are locally managed
in New York, under the supervision of our Chief Executive Officer.
Each restaurant has a manager and one or more assistant managers responsible for
the operation of the restaurant, including personnel matters, local inventory
purchasing, maintenance of quality control standards, cleanliness and service.
Specific strict guidelines as documented in restaurant operations manuals are
followed to assure consistently high quality in customer service and food
quality from location to location. Operating specifications are used for quality
of ingredients, preparation of food, maintenance of premises and employee
conduct and are incorporated in manuals used by the managers, assistant managers
and head chefs. Food products and portion size are regularly and systematically
tested for quality and compliance with our standards. Certain seafood items are
purchased in bulk for most of the restaurants under which a certain quantity is
purchased at a specific price. Most of the other food products are purchased in
local markets. Substantially all of our restaurant operating supplies are
purchased centrally and distributed to the restaurants from our warehouse or a
bonded warehouse.
Our chefs are trained in the teppanyaki or sushi style of cooking and customer
service in training programs lasting from eight to twelve weeks. A portion of
the training is spent working in a restaurant under the direct supervision of an
experienced head chef. The program includes lectures on our method of restaurant
operations and training in both tableside and kitchen food preparation as
applied in our restaurants. Manager training is similar except that the manager
trainee is given in-depth exposure to each position in the restaurant. Other
categories of employees are trained by the manager and assistant manager at the
restaurant. Ongoing continuing education programs and seminars are provided to
restaurant managers and chefs to improve restaurant quality and implement
changes in operating policy or menu listings.
We use various incentive compensation plans pursuant to which key restaurant
personnel share in the results of operations at both a local and company-wide
level.
Marketing
We utilize television, radio, billboard and print media to:
o promote our restaurants;
o strengthen our brand identity; and
o maintain high name recognition.
The advertising programs are tailored to each local market and to print media
focused on the business traveler. The advertising program is designed to
emphasize the inherently fresh aspects of a Benihana meal and the entertainment
value of the food preparation at the table. In fiscal year 2002, we expended
$5,637,000 million on advertising and other marketing, approximately 3.3% of our
net sales. The entertainment value of the Benihana method of food preparation
and service is emphasized to distinguish Benihana from other restaurant
concepts.
Franchising
We have, from time to time, franchised restaurant operators in markets in which
we consider expansion to be of benefit to the Benihana system. We have begun to
more aggressively pursue franchising opportunities, particularly in Central and
South America and the islands of the Caribbean where we own the rights to the
Benihana trademarks and system.
Franchisees bear all direct costs involved in the development, construction and
operation of their restaurants. We provide franchisee support for:
o site selection;
o prototypical architectural plans;
o interior and exterior design and layout;
o training, marketing and sales techniques; and
o opening assistance.
All franchisees are required to operate their restaurants in accordance with
Benihana standards and specifications including menu offerings, food quality and
preparation.
The current standard franchise agreement provides for payment to us of a
non-refundable franchise fee of $30,000 to $50,000 per restaurant and royalties
of 3% to 6% of gross sales. In fiscal year 2002, revenues from franchising were
approximately $1,456,000.
To comply with the terms of the franchise agreements, we are prohibited from
opening additional restaurants within certain areas in which our existing
franchisees have the exclusive right to open additional restaurants and operate
their existing Benihana restaurants. In general, such franchise agreements
currently provide for an initial payment ot us with respect to each new
restaurant opened by a franchisee and continuing royalty payments to us based
upon a percentage of a franchisee's gross sales from each such restaurant
throughout the term of the franchise.
We anticipate that three new franchised Benihana restaurants will open in fiscal
2003: one in Edison, New Jersey, one in Trinidad, along with the recently opened
second franchise in Peru.
Trade Names and Service Marks
Benihana is Japanese for "red flower". In the United States, the "Benihana",
"Benihana of Tokyo" and "Haru" names and "red flower" symbol, which we believe
to be of material importance to our business, are owned by us and are registered
in the United States Patent and Trademark Office and certain foreign countries.
We also own registered trademarks for the Samurai, Kyoto brands and the Doraku
concept.
Benihana of Tokyo, our largest stockholder and originator of the Benihana
concept, continues to own the rights to the Benihana name and trademarks outside
of the United States, Central and South America and the islands of the
Caribbean. Benihana of Tokyo is also the operator of a Benihana restaurant in
Honolulu under an exclusive, royalty-free franchise. We have no financial
interest in any restaurant operated or franchised by Benihana of Tokyo.
Employees
At March 31, 2002, we employed 3,546 people, of which 3,483 were restaurant
employees and 63 were corporate personnel. Most employees, except restaurant
management and corporate management personnel, are paid on an hourly basis. We
also employ some restaurant personnel on a part-time basis to provide the
services necessary during the peak periods of restaurant operations. We believe
our relationship with our employees is good.
Competition
The casual dining segment of the restaurant industry is expected to remain
intensely competitive with respect to price, service, location, and the type and
quality of food. Each of our restaurants competes directly or indirectly with
locally owned restaurants as well as regional and national chains, and several
of our significant competitors are larger or more diversified and have
substantially greater resources than the Company. It is also anticipated that
growth in the industry will result in continuing competition for available
restaurant sites as well as continued competition in attracting and retaining
qualified management-level operating personnel. We believe that our competitive
position is enhanced by offering quality food selections at an appropriate price
with the unique entertainment provided by our chefs in an attractive, relaxed
atmosphere.
Government Regulation
Each of our restaurants is subject to licensing and regulation by the health,
sanitation, safety standards, fire department and the alcoholic beverage control
authorities in the state or municipality where it is located. Difficulties or
failure in obtaining the required licensing or requisite approvals could result
in delays or cancellations in the opening of new restaurants; termination of the
liquor license for any Benihana restaurant would adversely affect the revenues
for the restaurant. While to date we have not experienced any material
difficulties in obtaining and maintaining necessary governmental approvals, the
failure to obtain or retain, or a delay in obtaining food and liquor licenses or
any other governmental approvals could have a material adverse effect on our
operating results. Federal and state environmental regulations have not had a
material effect on our operations, but more stringent and varied requirements of
local governmental bodies with respect to zoning, land use and environmental
factors could delay construction of new restaurants.
We are also subject to federal and state regulations regarding franchise
offering and sales. Such laws impose registration and disclosure requirements on
franchisors in the offer and sale of franchises, or impose substantive standards
on the relationship between franchisee and franchisor.
The Americans with Disabilities Act (the "ADA") prohibits discrimination on the
basis of disability in public accommodations and employment. The ADA, which
mandates accessibility standards for individuals with physical disabilities,
increases the cost of construction of new restaurants and of remodeling older
restaurants.
We are also subject to the Fair Labor Standards Act, which governs such matters
as minimum wages, overtime, and other working conditions. A significant portion
of our food service personnel are paid at rates related to federal or state
minimum wage rates, and accordingly, increases in any such minimum wage will
increase our labor costs.
Management Information Systems
We provide restaurant managers with centralized financial and management control
systems through use of data processing information systems and prescribed
reporting procedures.
Each restaurant forwards sales reports, vendor invoices, payroll and other
operational data to the home office on a weekly and four-week period basis. We
utilize this information to centrally monitor sales, product, labor and other
costs and to prepare periodic financial and management reports. We believe that
our centralized accounting, payroll and human resources, cash management and
information systems improve management's ability to control and manage its
operations efficiently.
Properties
Of the 61 restaurants in operation at June 21, 2002, eight are located on owned
real estate and 53 are leased pursuant to land or land and building leases,
which require either a specific monthly rental, or a minimum rent and additional
rent based upon a percentage of gross sales. In addition there are two Benihana
restaurants under construction in Westbury, New York and Scottsdale, Arizona,
both of which will be pursuant to land leases. Generally, these leases are
"triple net" leases which pass increases in property operating expenses, such as
real estate taxes and utilities, through to the Company as tenant. Expiration
dates of these leases, including renewal options, range from December 2003 to
March 2027.
The following table sets forth the location of our owned restaurants:
Benihana, Approx. Approximate Seating
-------------------------------------------------
Doraku or Sq. Ft. of Dining Sushi Date
Haru Location Building Room Lounge Bar Opened
- --------------- -------- ---- ------ - ---- ------
ARIZONA:
Benihana
Building 3
Promenade Shopping Center
Scottsdale (1) 8,500 -0- -0- -0- Under construction
CALIFORNIA:
Benihana
2100 E. Ball Road
Anaheim (1) 8,710 160 67 36 March, 1980
Benihana
1496 Old Bayshore Hwy.
Burlingame (1) 8,740 160 99 27 February, 1978
Benihana
17877 Gale Avenue
City of Industry (1) 8,000 144 50 30 November, 1988
Benihana
1989 Diamond Blvd.
Concord (1) 8,250 144 84 18 February, 1980
Benihana
2074 Vallco Fashion Pk.
Cupertino (1) 7,937 144 45 8 July, 1980
Benihana
16226 Ventura Blvd.
Encino (2) 7,790 152 64 -0- October, 1970
Benihana
136 Olivier Street
Monterey (2) 4,856 112 33 9 June, 2000
Benihana
4250 Birch Street
Newport Beach (2) 8,275 144 72 26 March, 1978
Benihana
3760 E. Inland Empire Blvd.
Ontario (1) 7,433 144 8 20 December, 1998
Benihana
5489F Sunrise Blvd.
Citrus Heights
(Sacramento) (1) 3,798 88 8 5 October, 1995
Benihana
477 Camino Del Rio So.
San Diego (1) 7,981 144 68 23 May, 1977
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
Benihana, Approx. Approximate Seating
-------------------------------------------------------
Doraku or Sq. Ft. of Dining Sushi Date
Haru Location Building Room Lounge Bar Opened
- --------------- -------- ---- ------ --- ------
Benihana
1737 Post Street
San Francisco (1) 7,990 140 45 -0- December, 1980
Benihana
1447 4th Street
Santa Monica (1) 7,500 142 15 40 September, 2001
Benihana
21327 Hawthorne Blvd.
Torrance (1) 7,430 128 63 28 May, 1980
COLORADO:
Benihana
3295 S. Tamarac Dr.
Denver (1) 7,572 128 82 10 February, 1977
DISTRICT OF COLUMBIA:
Benihana
3222 M Street, NW
Washington (2) 7,761 136 4 24 May, 1982
FLORIDA:
Doraku
1104 Lincoln Road
Miami Beach (1) 3,900 N/A N/A 64 June, 2000
Benihana
276 E. Commercial Blvd.
Ft. Lauderdale 8,965 160 70 -0- June, 1970
Benihana
8727 South Dixie Hwy.
Miami (2)
(Kendall) 8,700 122 66 15 March, 1989
Samurai
8717 S.W. 136th St.
Miami (1) 8,162 176 42 -0- October, 1981
Benihana
1665 N.E. 79th St.
Miami Beach 8,938 178 86 42 September, 1973
Benihana
1751 Hotel Plaza Blvd.
Lake Buena Vista (1)
(Orlando) 8,145 128 85 7 October, 1988
Benihana
3602 S.E. Ocean Blvd.
Stuart 8,485 160 69 57 February, 1977
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
Benihana, Approx. Approximate Seating
-------------------------------------------------
Doraku or Sq. Ft. of Dining Sushi Date
Haru Location Building Room Lounge Bar Opened
- --------------- -------- ---- ------ - ---- ------
GEORGIA:
Benihana
2143 Peachtree Rd., NE
Atlanta [I] (2) 8,244 136 65 16 May, 1974
Benihana
229 Peachtree St. NE
Atlanta [II] (2) 6,372 115 34 11 April, 1981
ILLINOIS:
Doraku
1139 N. State St.
Chicago (1) 4,500 N/A N/A 71 August, 2000
Benihana
166 East Superior St.
Chicago (1) 7,288 144 9 45 April, 1968
Benihana
747 E. Butterfield Rd.
Lombard 9,200 168 51 -0- April, 1985
Benihana
1200 E. Higgins Road
Schaumburg 8,388 160 48 -0- July, 1992
Benihana
150 N. Milwaukee Ave.
Wheeling 8,500 160 33 6 June, 2001
INDIANA:
Benihana
8830 Keystone Crossing Rd.
Indianapolis (1) 8,460 144 93 -0- February, 1979
KENTUCKY:
Benihana
1510 Lake Shore Court
Louisville (1) 7,572 128 88 -0- July, 1978
MARYLAND:
Benihana
7315 Wisconsin Ave.
Bethesda (1) 6,047 128 47 11 October, 1974
MICHIGAN:
Benihana
18601 Hubbard Dr.
Dearborn (1) 7,500 136 40 46 March, 1977
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
Benihana, Approx. Approximate Seating
-------------------------------------------------
Doraku or Sq. Ft. of Dining Sushi Date
Haru Location Building Room Lounge Bar Opened
- --------------- -------- ---- ------ ---- ------
Benihana
21150 Haggerty Rd.
Northville (2) 8,000 153 20 11 May, 1989
(Farmington Hills)
Benihana
1985 W. Big Beaver Rd.
Troy (1) 8,600 128 46 57 February, 1996
MINNESOTA:
Benihana
850 Louisiana Ave. So.
Golden Valley 10,400 192 45 -0- September, 1980
NEW JERSEY:
Benihana
840 Morris Turnpike
Short Hills (2) 11,500 144 56 56 October, 1976
Benihana
5255 Marlton Pike
Pennsauken (1) 7,000 136 93 10 February, 1978
(Cherry Hill)
NEW YORK:
Benihana
120 East 56th St.
New York (2) 3,859 86 24 -0- May, 1966
Benihana
47 West 56th St.
New York (2) 7,340 112 59 -0- June, 1973
Benihana
2105 Northern Blvd.
Munsey Park (1) 8,252 144 88 75 December, 1978
(Manhasset)
Benihana
920 Merchant's Concourse
Westbury (1) 7,400 -0- -0- -0- under construction
Haru
205 West 43rd Street
New York (2) 4,400 -0- -0- 119 May, 2001
Haru
1327 Third Ave.
New York (2) 2,200 -0- -0- 46 September, 2001
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
Benihana, Approx. Approximate Seating
--------------------------------------------------------
Doraku or Sq. Ft. of Dining Sushi Date
Haru Location Building Room Lounge Bar Opened
- ------------------ -------- ---- ------ --- ------
Haru
1329 Third Ave.
New York (2) 4,000 -0- -0- 78 December, 1999
Haru
433 Amsterdam Ave.
New York (2) 4,000 -0- -0- 74 December, 1999
Haru
280 Park Ave.
New York (2) 6,350 -0- -0- 132 August, 2001
OHIO:
Benihana
50 Tri-County Parkway
Cincinnati (1) 7,669 144 91 -0- June, 1978
Benihana
126 East 6th St.
Cincinnati (1) 5,800 112 30 -0- August, 1979
Benihana
23611 Chagrin Blvd.
Beachwood (1) 10,393 188 85 -0- May, 1973
(Cleveland)
OREGON:
Benihana
9205 S.W. Cascade Ave.
Beaverton (1) 6,077 112 54 34 August, 1986
PENNSYLVANIA:
Benihana
2100 Greentree Rd.
Pittsburgh (1) 8,000 150 84 -0- May, 1971
TENNESSEE:
Benihana
912 Ridgelake Blvd.
Memphis (1) 8,680 144 78 11 October, 1979
TEXAS:
Benihana
7775 Banner Dr.
Dallas (2) 8,007 160 115 -0- January, 1976
Benihana
3848 Oak Lawn Ave.
Dallas (1)
(Turtle Creek) 3,998 96 -0- 10 June, 1997
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
Benihana, Approx. Approximate Seating
--------------------------------------------------------
Doraku or Sq. Ft. of Dining Sushi Date
Haru Location Building Room Lounge Bar Opened
- ------------------ -------- ---- ------ --- ------
Benihana
1318 Louisiana St.
Houston [I] (2) 6,938 128 60 12 May, 1975
Benihana
1720 Lake Woodlands Drive
The Woodlands 8,728 154 30 19 April, 2002
Benihana
5400 Whitehall Street
Irving (2) 8,565 144 16 12 May, 2002
Benihana
9707 Westheimer Rd.
Houston [II] (1) 7,669 144 120 10 November, 1977
Benihana
2579 Town Center Blvd.
Sugar Land (1) 3,800 96 -0- 17 July, 1997
UTAH:
Benihana
165 S.W. Temple, Bldg. 1
Salt Lake City (1) 7,530 120 72 10 April, 1977
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
The Company leases approximately 10,100 square feet of space for its general
administrative offices in Miami, Florida at an annual rental of $198,000 and
8,000 square feet for a warehouse in Miami, Florida at an annual rental of
$37,000. The leases expire May 31, 2009 and October 31, 2002, respectively.
Item 3. Legal Proceedings
-----------------
The Company is a defendant in an action in the United States District Court for
the Southern District of New York entitled Lixin Zhao v. Benihana Inc. The
complaint was filed on behalf of plaintiff Zhao, a former server at the Benihana
restaurant at West 56th Street in Manhattan, and purports to also be filed on
behalf of other unnamed current and former employees of the Company who are
alleged to be similarly situated. Since the commencement of the action, two
additional plaintiffs have opted into the case, both servers at the West 56th
Street Benihana restaurant. The complaint sets forth a single claim for alleged
violations of the minimum wage provisions of the Federal Fair Labor Standards
Act, 29 U.S.C. ss.ss. 201, et seq (the "Act") arising from the taking of a "tip
credit" by the Company with respect to the hourly wage paid to certain tipped
employees, and the tip pooling and distribution practices of the employees of
the restaurant which allegedly do not comply with the requirements of the Act.
Plaintiff seeks an injunction enjoining the Company from continuing to engage in
the alleged violation. Plaintiff also seeks damages consisting of the difference
between the hourly wage Plaintiff was paid and the applicable federal minimum
hourly wage, an award of liquidated damages provided by the Act and reasonable
attorneys' fees and costs. The Company filed an answer to the complaint denying
the material allegations made and has vigorously defended the action through
completion of the discovery phase. A motion filed by Plaintiffs to expand the
action to include potential plaintiffs at the Benihana restaurants located at
East 56th Street in Manhattan and in Manhasset, New York was granted as to the
Manhasset location but denied as to the Manhattan location. While the Company
believes that the complaint has no merit, there can be no assurance that the
Company will not be required to pay a material amount in the settlement or other
disposition of this matter.
The Company is also a defendant in an action which has been filed in the United
States District Court for the Southern District of New York entitled Jin Yip, on
behalf of herself and all others similarly situated v. Benihana Inc., which is
related to the Zhao action. The complaint was filed on behalf of Plaintiff Yip,
a server at the Benihana restaurant at Manhasset, New York, and purports to also
be filed on behalf of other unnamed current and former employees of the Company
who are alleged to be similarly situated. The complaint asserts two claims: one
for alleged violations of the minimum wage provisions of the Federal Fair Labor
Standards Act, 29 U.S.C. ss.ss. 201, et seq (the "Act") (the "Federal Claim");
and one for alleged violations of New York State Labor Law ss. 196-d concerning
gratuities (the "State Claim"). Both the Federal Claim and the State Claim arise
from the tip pooling and distribution practices of employees at the Company.
Like the Zhao action, the Federal Claim also arises from the taking of a "tip
credit" by the Company with respect to the hourly wage paid to certain tipped
employees. Also like the Zhao action, the Federal Claim purports to be asserted
as part of a collective action, pursuant to which certain similarly situated
individuals may have rights to "opt in" to the action. The State Claim, however,
purports to be asserted as a class claim. Since the commencement of the action,
eight additional Plaintiffs have opted into the case. The Plaintiffs seek an
injunction enjoining the Company from continuing to engage in the alleged
violations; an award of damages arising from the Company's alleged violations of
the Act consisting of the difference between the hourly wage Plaintiffs were
paid and the applicable Federal minimum hourly wage; an award of damages equal
to all gratuities allegedly furnished by the Plaintiffs and the putative class
to the Company, or other Company employees, in alleged violation of New York
State Labor Law ss. 196-d; an award of liquidated damages under the Act; and
reasonable attorneys' fees and costs. The Company has served an Answer to the
Complaint denying the material allegations made and intends to vigorously defend
the action. No discovery has occurred or been scheduled, nor has any motion been
made to certify a class. While the Company believes that the Complaint has no
merit, this action is in its preliminary stages and there can be no assurance
that the Company will not be required to pay a material amount in the settlement
or other disposition of this matter.
Except for the matters described above, the Company is not a party to any
litigation other than routine claims which are incidental to its business.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
There were no matters submitted to a vote of security holders during the fourth
quarter.
PART II
Item 5. Market for the Company's Common Stock and Related Stockholder Matters
---------------------------------------------------------------------
The information required by this Item is incorporated herein by reference to
Page 29 of the Company's 2002 Annual Report to Shareholders.
Item 6. Selected Consolidated Financial Data
------------------------------------
The information required by this Item is incorporated herein by reference to
Page 1 of the Company's 2002 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------------------------------------------------
The information required by this Item is incorporated herein by reference to
Pages 4 through 11 of the Company's 2002 Annual Report to Shareholders.
Item 7.A. Quantitative and Qualitative Disclosures About Market Risks
-----------------------------------------------------------
The information required by this item is incorporated herein by reference to
Page 9 of the Company's 2002 Annual Report to Shareholders.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
The information required by this Item is incorporated herein by reference to
Pages 12 through 27 of the Company's 2002 Annual Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
---------------------------------------------------------------
None.
PART III
Item 10. Directors and Executive Officers of the Company
-----------------------------------------------
Directors. The information appearing under the caption "Election of Directors"
on Pages 7 through 10 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on August 22, 2002 (the "Proxy Statement") is
incorporated herein by reference.
Item 11. Executive Compensation
----------------------
The information appearing under the caption "Executive Compensation" commencing
on Page 14 of the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The information appearing under the caption "Security Ownership of Certain
Beneficial Owners of Management" on Pages 3 through 7 of the Proxy
Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information appearing under the captions "Certain Relationships and Related
Transactions" commencing on Page 19 of the Proxy Statement is incorporated
herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(a) 1. Financial Statements:
The following consolidated financial statements of the Company
and its subsidiaries, which are set forth on Pages 12 through
27 of the Company's 2002 Annual Report to Shareholders
included herein as Exhibit 13, are incorporated herein by
reference as part of this report.
Consolidated Balance Sheets as of March 31, 2002 and April 1,
2001.
Consolidated Statements of Earnings for the years ended March
31, 2002, April 1, 2001and March 26, 2000.
Consolidated Statements of Stockholders' Equity for the years
ended March 31, 2002, April 1, 2001 and March 26, 2000.
Consolidated Statements of Cash Flows for the years ended March
31, 2002, April 1, 2001 and March 26, 2000.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
2. Financial Statement Schedules:
None
3. Exhibits:
2.01 Amended and Restated Agreement and Plan of
Reorganization dated as of December 29, 1994 and
amended as of March 17, 1995 among BNC, BOT, the
Company and BNC Merger Corp. Incorporated by
reference to Exhibit 2.01 to the Company's
Registration Statement on Form S-4, Registration
No. 33-88295, made effective March 23, 1995 (the
"S-4").
3.01 Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.01 to the
S-4 and to Exhibit 1 on Form 8-A dated February
12, 1997.
3.02 By-Laws of the Company. Incorporated by
reference to Exhibit 3.02 to the S-4.
4.01 Certificate of Designation of Rights, Preferences
and Terms for the Series A Convertible Preferred
Stock of the Company. Incorporated by reference
to Exhibit 4.01 to the Company's Current Report
on Form 8-K dated May 15, 1995.
4.02 Form of Certificate representing shares of the
Company's Common Stock. Incorporated by
reference to Exhibit 4.02 to the S-4.
4.03 Form of Certificate representing shares of the
Company's Class A Common Stock. Incorporated by
reference to Exhibit 4.03 to the S-4.
4.04 Warrant Agreement dated December 1, 1997 between
the Company and Douglas M. Rudolph. Incorporated
by reference to Exhibit 4.1 to the Company's
current report on Form 8-K dated December 1,
1997.
4.05 Amendment dated February 15, 2001 to Warrant
Agreement December 1, 1997 between Douglas M.
Rudolph and the Company.
10.01 License Agreement, dated as of May 15, 1995
between BNC and BOT. Incorporated by
reference to Exhibit 10.01 to the S-4.
10.02 BNC's 1985 Employees' Stock Option Plan.
Incorporated by reference to Appendix II to BNC
Proxy Statement for its Annual Meeting of
Stockholders held on December 11, 1985.
Incorporated by reference to Exhibit 10.06 to
the S-4.
10.03 1994 Employees' Stock Option Plan. Incorporated
by reference to Exhibit 10.07 to the S-4.
10.04 Directors' Stock Option Plan. Incorporated by
reference to Exhibit 10.08 to the S-4.
10.05 1996 Class A Stock Option Plan. Incorporated by
reference to Exhibit A to Benihana Inc. Proxy
Statement for its Annual Meeting of Stockholders
held on July 19, 1996.
10.06 1997 Class A Stock Option Plan. Incorporated by
reference to Exhibit A to Benihana Inc. Proxy
Statement for its Annual Meeting of Stockholders
held on August 27, 1998 (the "1998 Proxy
Statement").
10.07 Amendments to the Directors' Stock Option Plan.
Incorporated by reference to Exhibit B to the
1998 Proxy Statement.
10.08 2000 Employees' Class A Common Stock Option Plan.
Incorporated by reference to Exhibit A to
Benihana Inc. Proxy Statement for its Annual
Meeting of Stockholders held on August 3, 2002.
10.09 Credit Agreement dated December 1, 1997 (the
"Credit Agreement") by and among Benihana Inc.,
the Guarantors (as listed and defined therein),
and First Union National Bank, as Agent and
Lender. Incorporated by reference to Exhibit
10.11 to the Company's Annual Report on Form 10-K
for the fiscal year ended March 28, 1999.
10.10 Stockholders Agreement dated as of December 6,
1999 by and among Haru Holding Corp., BNC, Mei
Ping Matsumura and the Estate of Arthur Cutler.
Incorporated by reference to Exhibit 10.10 to
the Company's Registration Statement on Form S-2,
Registration Number 333-68946.
10.11 Benihana Incentive Compensation Plan.
Incorporated by reference to Exhibit 10.12 to
the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996.
10.12 Employment Agreement dated April 1, 2001 between
Joel A. Schwartz and the Company. Incorporated by
reference to Exhibit 10.07 of the 2001 10-K.
10.13 Employment Agreement dated April 1, 2001 between
Taka Yoshimoto and the Company. Incorporated by
reference to Exhibit 10.12 of the 2001 10-K.
10.14 Employment Agreement dated January 1, 1995
between Michael R. Burris and the Company.
Incorporated by reference to Exhibit 10.10 to
the S-4.
10.15 Employment Agreement dated October 19, 1998
between Kevin Aoki and the Company. Incorporated
by reference to Exhibit 10.19 of the Company's
Annual Report on Form 10-K for the fiscal year
ended March 26, 2000 (the "2000 10-K").
10.16 Employment Agreement dated September 1, 2000
between Juan C. Garcia and the Company.
Incorporated by reference to Exhibit 10.15 of
the 2001 10-K.
10.17 Consulting Agreement dated April 1, 2001 between
Rocky H. Aoki and the Company. Incorporated by
reference to Exhibit 10.23 of the 2001 10-K.
10.18 Amendment No. 1 dated December 11, 1997 to
Employment Agreement dated January 1, 1995
between Michael R. Burris and the Company.
Incorporated by reference to Exhibit 10.18 of
the Company's Annual Report on Form 10-K for
the fiscal year ended March 29, 1998.
10.19 Amendment No. 2 dated September 1, 1998 to
Employment Agreement dated January 1, 1995
between Michael R. Burris and the Company.
10.20 Amendment No. 1 dated January 25, 2000 to
Employment Agreement dated October 19, 1998
between Kevin Aoki and the Company.
Incorporated by reference to Exhibit 10.20 to
the 2000 10-K.
10.21 Amendment No. 2 dated April 1, 2001 to Employment
Agreement dated October 19, 1998 between Kevin
Aoki and the Company. Incorporated by reference
to Exhibit 10.14 to the 2001 10-K.
10.22 Amendment No. 2 dated April 1, 2001 to Employment
Agreement dated September 1, 2000 between Juan C.
Garcia and the Company. Incorporated by
reference to Exhibit 10.22 to the 2001 10-K.
10.23 Amendments to the Credit Agreement. Incorporated
by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period
ended October 14, 2001.
13.01 Portions of Annual Report to Stockholders for
the year ended March 31, 2002.
23.01 Consent of Deloitte & Touche LLP.
23.02 Consent of Deloitte & Touche LLP.
(b) Reports on Form 8-K.
None.
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.
Date: June 25, 2002 BENIHANA INC.
By: /s/ Joel A. Schwartz
----------------------------------
Joel A. Schwartz, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on the date indicated above by the following persons on behalf
of the registrant and in the capacities indicated.
Signature Title Date
- --------- ----- ----
/s/ Joel A. Schwartz President and June 25, 2002
- ----------------------------
Joel A. Schwartz Director (Principal
Executive Officer)
/s/ Taka Yoshimoto Executive Vice President - June 25, 2002
- ----------------------------
Taka Yoshimoto Restaurant Operations
and Director
/s/ Michael R. Burris Senior Vice President of June 25, 2002
- ----------------------------
Michael R. Burris Finance and Treasurer -
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Kevin Y. Aoki Vice President - June 25, 2002
- ----------------------------
Kevin Y. Aoki Marketing and Director
/s/ Juan C. Garcia Vice President - Controller June 25, 2002
- ----------------------------
Juan C. Garcia
/s/ Darwin C. Dornbush Secretary and Director June 25, 2002
- ----------------------------
Darwin C. Dornbush
/s/ John E. Abdo Director June 25, 2002
- ----------------------------
John E. Abdo
/s/ Norman Becker Director June 25, 2002
- ----------------------------
Norman Becker
/s/ Max Pine Director June 25, 2002
- ----------------------------
Max Pine
EXHIBIT 13.01
ANNUAL REPORT
BENIHANA INC AND SUBSIDIARIES
SELECTED FINANCIAL DATA
YEARS ENDED
-------------------------------------------------------------------------------
March 31, April 1, March 26, March 28, March 29,
2002 2001 2000 1999 1998
(53 wk yr)
-------------------------------------------------------------------------------
(In thousands, except per share information)
CONSOLIDATED STATEMENT
OF EARNINGS DATA:
Total revenues $171,507 $163,243 $137,477 $119,149 $99,757
Cost of food and beverage sales 42,754 43,301 36,588 30,964 25,894
Restaurant operating expenses 99,707 89,427 74,088 65,188 53,846
Restaurant opening costs 1,228 1,453 566 12 165
Marketing, general and administrative
expenses 13,373 13,690 11,402 11,343 9,914
Impairment charge 438
Interest expense, net 990 1,233 1,297 1,644 1,076
Minority interest 100 40 81
Income before income taxes 12,917 14,099 13,455 9,998 8,862
Net income 8,829 9,091 8,733 6,518 5,940
Basic earnings
per common share 1.34 1.47 1.41 1.06 0.96
Diluted earnings
per common share 1.28 1.38 1.32 1.02 0.93
Pro forma basic earnings
per common share (2) 1.16 1.28 1.23 0.92 0.84
Pro forma diluted earnings
per common share (2) 1.11 1.20 1.14 0.88 0.81
CONSOLIDATED BALANCE SHEET
DATA:
Total assets $98,301 $85,929 $75,445 $60,868 $58,157
Long-term debt including
current maturities $6,000 $14,645 $14,646 $12,407 $16,840
Stockholders' equity $73,713 $52,685 $43,545 $34,699 $28,223
OTHER FINANCIAL DATA:
EBITDA (1) $19,805 $20,510 $19,101 $15,529 $12,938
Capital expenditures $13,944 $14,611 $9,643 $7,212 $5,079
(1) EBITDA, or earnings before interest, taxes on income and depreciation and
amortization is a common measurement used by financial statement users to
compare one company's performance to another's before considering
financing and tax structure and depreciation and amortization policies.
EBITDA is not intended to represent cash flow from operations as defined
by accounting principles generally accepted in the United States of
America and may not be comparable among different companies because of
computational and classification differences.
(2) On June 7, 2002, the Board of Directors declared a 15% stock dividend on
Class A stock in both the Class A and common shares. The stock dividend is
payable on August 12, 2002 to holders of record July 15, 2002. As a
result, basic and diluted earnings per common share are shown on a pro
forma basis as if the stock dividend had been in existence for each fiscal
year presented.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Financial Condition and Results of Operations
Overview
- --------
Summary of results
Summary highlights of our fifty-two week fiscal 2002 year compared to the
previous fifty-three week year:
o the tenth consecutive year of total sales increases and comparable
restaurant sales increases,
o opened five new restaurants during the year. Three Haru restaurants all
in New York City and two Benihana restaurants; one near Chicago, Illinois
and another in Santa Monica, California,
o the profound impact of the September 11 tragedy on the second quarter
interrupting 36 consecutive quarters of comparable restaurant sales gains,
total sales gains and restaurant operating profit increases,
o completion of the sale of 1 million Class A Common shares with a net
proceeds of $10.6 million,
o earnings per share diluted of $1.28 compared to $1.38,
o restaurant operating profit decreased 5.3% to $27.6 million, and
o net income decreased 2.9% to $8.8 million.
Our Business
We have operated teppanyaki-style Japanese restaurants in the United States for
over 37 years, and we believe we are the largest operator of teppanyaki-style
restaurants in the country. Our core concept, the traditional Benihana
restaurant, offers teppanyaki-style Japanese cooking in which fresh steak,
chicken and seafood is prepared by a Benihana chef on a grill which forms a part
of the table on which the food is served. Our Haru concept offers an extensive
menu of Japanese fusion dishes in a high energy, urban atmosphere. In addition
to traditional, high quality sushi and sashimi creations, Haru offers raw bar
items and Japanese cuisine, including New York strip steak with wasabi
croquette, spicy shallots and ginger sauce, garlic shrimp and crispy duck.
At March 31, 2002 we:
o owned and operated 52 Benihana and Benihana Grill teppanyaki-style
Japanese dinnerhouse restaurants, including one restaurant under the name
The Samurai,
o franchised others to operate 17 additional Benihana restaurants,
o owned and operated five Haru restaurants in New York City, offering
Japanese dining, featuring sushi and sashimi, and
o owned and operated two Doraku restaurants.
Outlook
- -------
Growing our business is very important to increasing profits and is the focus of
our business strategy. We believe that we will open four new teppanyaki
restaurants during our 2003 fiscal year. Two of these have already opened; one
in the Dallas/Ft. Worth market in Las Colinas and the other in the Houston
market in The Woodlands. The other two are being developed in Westbury, New York
and Scottsdale, Arizona. We do not believe that the costs to open new
restaurants will be as high during fiscal year 2003 as it was in 2002.
We believe that our revenues will increase next year resulting from the
maturation of restaurants opened in fiscal 2002 and from continuing increases in
customer counts at restaurants open for longer than one year. However, the
slowdown in the economy may have an unfavorable effect on our business.
Operating results
- -----------------
Revenues
Revenues consist of the sales of food and beverages at our restaurants and
royalties and licensing fees from franchised restaurants. Revenues are dependent
upon the number of patrons that visit our restaurants and franchisee's
restaurants and the average check amounts.
The following table shows revenues and percentage increases for the past three
years:
(Dollar amounts are expressed in thousands)
Fiscal year ended
------------------------------------------------------------------------------------
2001 2000
2002 (53 wk yr)
------------------------------------------------------------------------------------
Percentage Percentage Percentage
change change change
from 2001 from 2000 from 1999
------------------------------------------------------------------------------------------------------------------
Restaurant sales $170,051 5.1% $161,865 18.7% $136,389 15.2%
Franchise fees
and royalties 1,456 5.7% 1,378 26.7% 1,088 36.3%
------------------------------------------------------------------------------------------------------------------
Total revenues $171,507 5.1% $163,243 18.7% $137,477 15.4%
------------------------------------------------------------------------------------------------------------------
The table below shows the amount of the changes in restaurant sales and the
nature of the changes.
(Dollar amounts are expressed in thousands)
Fiscal year ended
-------------------------------------
2002 2001 2000
(53 wk yr)
----------------------------------------------------------------------------------------------------------------
Amount of change from prior year $8,186 $25,476 $18,038
Increase in sales from restaurants opened
or owned longer than one year 1,808 13,847 15,439
Increase from new restaurants 9,580 2,345 -
Increase from acquired restaurants 6,082 2,599
Effect of additional week in fiscal 2001 (3,202) 3,202
2002 compared to 2001
We believe that the Benihana style of presentation makes us a unique choice for
customers. We believe that customers who are seeking greater value for their
dining budget appreciate the show put on by the chef cooking directly at their
table. We continued our multi-year program to build capacity in our existing
restaurants through adding additional tables and sushi bars. Sales over the past
two years have also increased as a result of an increasing trend for sushi as a
menu item. We believe that we are the largest restaurant chain offering sushi to
consumers nationwide. Sushi bars have been added to most of the Benihana
restaurants over the past several years.
Revenues increased 5.1% in fiscal 2002 when compared to fiscal 2001. Restaurant
sales increased $8,186,000 in fiscal 2002 when compared to the prior fiscal year
(which included an additional week which produced $3,202,000 of sales). The
increase is mainly attributable to the five new restaurants opened during the
current year which accounted for $9,580,000 of sales. Comparable restaurant
sales growth for restaurants opened longer than one year was 1.1% in fiscal
2002. Guest counts increased 2.4% to 7.0 million. The average check size was
$23.61 at the teppanyaki restaurants, $26.50 at the Haru restaurants and $15.53
at the Doraku restaurants.
Sales revenues were profoundly impacted following the tragic events of September
11, which occurred during the second quarter of fiscal 2002, particularly in
urban areas and in other areas more dependent upon tourism and business travel.
We experienced a decline in sales, particularly in New York City where we
operate two Benihana and five Haru restaurants, and other urban markets in which
we have restaurants.
We closed two restaurants in fiscal 2002. The Marina del Rey teppanyaki
restaurant closed in August 2001 after its lease expired. A Doraku restaurant
closed in March 2002 principally due to poor traffic at the mall in which it was
located.
2001 compared to 2000
We benefited from a strong economy through most of fiscal 2001 that has
generally increased sales in the industry. Like most of the industry, we also
benefited from changing customer demographics with people having a greater
propensity to eat meals away from home. Sales over the past two years have also
increased as a result of an increasing trend for sushi as a menu item. Sushi
bars have been added to most of the Benihana restaurants over the past several
years. During fiscal 2001, we opened three restaurants. One restaurant is
operated as a Benihana in Monterey, California. Two others operated as Doraku
one in Miami Beach, Florida and the other in Chicago, Illinois.
During the year our promotional and advertising programs emphasized the unique
entertainment value inherent in the Benihana presentation. The comparable same
restaurant sales growth for restaurants opened longer than one year was 10.6% in
fiscal 2001. Guest counts increased 13.8% to 6.8 million of which 6.4 million
were guests at the teppanyaki restaurants. The average check size was $23.35 at
the teppanyaki restaurants, $14.20 at the Doraku restaurants and $27.92 at the
Haru restaurants.
Operating costs and expenses
Operating costs and expenses are largely dependent on the number of customers
that visit our restaurants and the costs of the commodities, the number of
employees that are necessary to provide a high quality of service to our
customers, rents we pay for our restaurant properties, utilities and other
necessary costs.
The following table shows the amount of change in our restaurant operating
costs, costs as a percentage of restaurant sales, and the percentages of change
from the preceding years.
Year ended
----------------------------------------------
2002 2001 2000
----------------------------------------------
Cost as a percentage of restaurant sales:
Cost of food and beverage sales 25.1% 26.8% 26.8%
Restaurant operating expenses 58.6% 55.2% 54.3%
Marketing, general and administrative expenses 7.9% 8.5% 8.4%
Restaurant opening costs .7% .9% .4%
Amount of change from prior year:
Cost of food and beverage sales $ (547) $6,713 $5,624
Restaurant operating expenses 10,280 15,339 8,900
Marketing, general and administrative expenses (317) 2,288 59
Restaurant opening costs (225) 889 554
Interest expense, net (243) (64) (347)
Percentage increase or (decrease) from prior year:
Cost of food and beverage sales (1.3%) 18.3% 18.2%
Restaurant operating expenses 11.5% 20.7% 13.7%
Marketing, general and administrative expenses (2.3%) 20.1% .5%
Restaurant opening costs (15.5%) 157.4% 4,616.7%
Interest expense, net (19.7%) (4.9%) (21.1%)
2002 compared to 2001
Cost of food and beverage sales decreased in absolute amount and as a percentage
of sales in fiscal 2002 when compared to fiscal 2001. The decrease is
attributable to lower commodities costs, principally shrimp costs, in the
current fiscal year compared to the prior year.
Restaurant operating expenses increased in absolute amount and when expressed as
a percentage of sales in fiscal 2002 compared to fiscal 2001. The increase was
attributable to higher labor costs, occupancy costs and higher depreciation and
amortization expenses. The increased labor costs were due to maintaining full
restaurant staffs following the tragic events of September 11, which had a
negative effect on restaurant operating expenses as a percentage of sales. Also,
labor costs increased due to higher labor costs during the start-up period of
the three new Haru restaurants and two new Benihana restaurants which were
opened during the current fiscal year. Additionally, higher occupancy costs and
depreciation and amortization expenses relating to the five new restaurants
negatively affected restaurant operating expenses in absolute amount and when
expressed as a percentage of sales.
Restaurant opening costs decreased in the fiscal 2002 when compared to fiscal
2001. The decrease was attributable to pre-opening expenses in fiscal 2001 that
related to the new restaurants.
Marketing, general and administrative costs decreased in total dollar amount in
fiscal 2002 when compared to fiscal 2001. We incurred higher legal costs in
fiscal 2002 to defend the wage and hour disputes discussed in Note 10 of the
notes to our consolidated financial statements. The increase in legal fees was
offset in part by a decrease in amortization expense resulting from the
cessation of the amortization of goodwill as a result of implementation of SFAS
142. (See Note 1).
Interest expense decreased in fiscal 2002 when compared to fiscal 2001. The
decrease is attributable to a significant decrease in the interest rates on our
borrowings under our credit facility as well as a decrease in the borrowings in
the current fiscal year compared to the previous comparable fiscal year. The
Company capitalized $12,000 and $345,000 of construction period interest during
fiscal 2002 and 2001, respectively.
During fiscal 2002, we recorded an impairment charge of $438,000 for the
write-down to fair value of property and equipment at a Doraku restaurant in Ft.
Lauderdale, Florida because its future projected cash flows were not sufficient
to support the previous carrying value of these assets. We closed the restaurant
in March 2002.
Our effective income tax rate decreased in fiscal 2002 to 31.6% from 35.5% in
fiscal 2001. The decrease was due to a decrease in net pre-tax income coupled
with a relatively fixed amount of Federal tax credit for FICA taxes paid on
reported tip income.
2001 compared to 2000
Cost of food and beverage sales increased in total dollar amount principally as
a result of the increase in the number of customers. Although certain
commodities display some seasonality in price fluctuations, cost remained
constant when expressed as a percentage of sales. For the year as whole,
purchase prices of the food commodities and beverages were stable from the
preceding year.
Restaurant operating expenses increased due to higher rental expenses as a
result of rents that are based on a percentage of sales. Additionally, fixed
operating expenses relating to two Doraku restaurants contributed to the
increase in restaurant operating expenses when expressed as a percentage of
sales.
Marketing, general and administrative expenses increased in absolute amount due
to the amortization of goodwill from the Haru acquisition, from additional
administrative expenses relating to the Haru operations and from increases in
corporate infrastructure to support greater restaurant development efforts.
Restaurant opening costs increased significantly compared to fiscal 2000. We
opened three new restaurants in fiscal 2001 and four others were in progress for
which we incurred opening expenses, principally rent and salaries. Three of the
new restaurants were being built in New York City where lease arrangements made
it very expensive to open new restaurants.
Net interest expense continued to decrease as we used more internally generated
cash to finance our operations and capital expenditures. Interest rates we paid
were relatively stable between 6.5% to 7.5% in fiscal 2001 and fiscal 2000. The
Company capitalized $345,000 of construction period interest during fiscal 2001
and none in fiscal 2000.
The effective income tax rate of 35.5% was slightly higher than the prior year's
effective tax rate of 35.1%. The increase was a result of increased state income
taxes.
Our financial resources
- -----------------------
During fiscal 2002, we completed a public offering of 1,000,000 shares of Class
A Common stock. The net proceeds amounted to $10,617,000. The proceeds of the
offering were used initially to pay down our bank line of credit; we anticipate
drawing on our bank line of credit to continue to build new restaurants.
Cash flow from operations had been the primary source to fund our capital
expenditures before we accelerated the development of new restaurants. Since we
have accelerated our building program, we are relying more upon financing
obtained from financial institutions. We have financed acquisitions principally
through the use of borrowed funds.
We have borrowings from Wachovia Bank, N.A. under a term loan and we have a
revolving line of credit facility. The line of credit allows us to borrow up to
$15,000,000 through March 31, 2004 and at the end of our fiscal year we had the
full line available. We had $6,000,000 outstanding at the end of the fiscal year
under the term loan which is payable in quarterly installments of $750,000 until
the term loan matures in March 2004. The interest rate at March 31, 2002 of both
the line of credit and the term loan was 3.54%. We have the option to pay
interest at Wachovia's prime rate plus 1%. The interest rate may vary depending
upon the ratio of the sum of earnings before interest, taxes, depreciation and
amortization to our indebtedness. The loan agreements limit our capital
expenditures to certain amounts, require that we maintain certain financial
ratios and profitability amounts and prohibit the payment of cash dividends.
To finance our new restaurant development, we entered into a master lease
agreement with Wachovia Bank, N.A. and two other banks. The master lease
agreement enabled financing for up to $25,000,000 in restaurant acquisition and
construction. Management determined that more favorable rates were available
under our line of credit and accordingly we terminated this arrangement on June
12, 2002 by borrowing $5,000,000 from the line of credit and using $8,000,000 in
cash to pay off the outstanding facility balance.
Since restaurant businesses generally do not have large amounts of inventory and
accounts receivable, there is no need to finance them. As a result, many
restaurant businesses have deficiencies in working capital.
The following table summarizes the sources and uses of cash (in thousands).
Fiscal year ended
---------------------------------------
2002 2001
---------------------------------------
Cash provided by operations $15,231 $14,981
Cash (used in) investing activities (13,959) (14,630)
Cash provided by (used in) financing activities 2,855 (581)
---------------------------------------
Increase (decrease) in cash $ 4,127 $(230)
---------------------------------------
Operating activities
- --------------------
Cash provided by operations increased slightly during the year from fiscal 2001
as a result of increased noncash items such as depreciation, amortization and
deferred income taxes offset by a slight decrease in net income.
Investing activities
- --------------------
Expenditures for property and equipment decreased by $667,000 over the prior
fiscal year to $13,944,000. Of that amount, we expended $5,100,000 for the
construction of new restaurants. We expect to expend approximately $11,000,000
for the development of new restaurants during the 2003 fiscal year.
Financing activities
- --------------------
Our total indebtedness is $9,344,000 less at the end of fiscal 2002 than it was
at the end of the prior fiscal year. We had net new paydowns under the line of
credit of $6,500,000, paid down $2,000,000 of the term loan, repaid $702,000 of
leases that are considered to be capital in nature and repaid $142,000 of other
indebtedness.
During fiscal 2002, we completed a public offering of 1,000,000 shares of Class
A Common stock at a price of $11.80 per share. The net proceeds amounted to
$10,617,000. The proceeds of the public offering were used to pay down the line
of credit.
The impact of inflation
- -----------------------
Inflation has not been a significant factor in our business for the past three
years. We have been able to keep increasing menu prices at a low level by
strictly maintaining cost controls. A possible increase to the minimum wage is
being considered by United States Congress; any such increase will affect us, as
well as most other restaurant businesses. We do not know if or when the increase
will take effect nor do we know whether the increase would be material if
enacted into law.
Market risks
- ------------
We are exposed to certain risks of increasing interest rates and commodity
prices. The interest on our indebtedness is largely variable and is benchmarked
to the prime rate in the United States or to the London interbank offering rate.
We may protect ourselves from interest rate increases from time-to-time by
entering into derivative agreements that fix the interest rate at predetermined
levels. We have a policy not to use derivative agreements for trading purposes.
We had a derivative agreement in the notional amount of $2,744,000 at the end of
fiscal 2002 against a floating rate indebtedness of $6,000,000. The agreement
expired May 1, 2002 without further obligation by the Company.
We purchase commodities such as chicken, beef, lobster, fish and shrimp for our
restaurants. The prices of these commodities may be volatile depending upon
market conditions. We do not purchase forward commodity contracts because the
changes in prices for them have historically been short-term in nature and, in
our view, the cost of the contracts is in excess of the benefits.
Seasonality of our business
- ---------------------------
Our business is not highly seasonal although we do have more diners coming to
our restaurants for special holidays such as Mother's Day, Valentine's Day and
New Year's. Mother's Day falls in our first fiscal quarter, New Year's in the
third quarter and Valentine's Day in the fourth quarter of each year.
Critical accounting policies and estimates
- ------------------------------------------
Management's discussion and analysis of financial condition and results of
operations are based upon the Company's consolidated financial statements which
have been prepared in accordance with accounting principles generally accepted
in the U.S. The preparation of these financial statements requires the Company
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosures. On an ongoing basis,
the Company evaluates its estimates and judgments based on historical experience
and various other factors that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates under different
assumptions or conditions. The Company annually reviews its financial reporting
and disclosure practices and accounting policies to ensure that its financial
reporting and disclosures provide accurate and transparent information relative
to the current economic and business environment. The Company believes that of
its significant accounting policies (see summary of significant accounting
policies more fully described on Note 1 of notes to our consolidated financial
statements), the following policies involve a higher degree of judgment and/or
complexity:
Property and equipment - Property and equipment are depreciated or amortized
over their useful lives based on management's estimates of the period over which
the assets will generate revenue. The Company periodically reviews these lives
relative to physical factors, economic factors and industry trends.
Asset impairment - In assessing the recoverability of the Company's fixed
assets, goodwill and other non-current assets, the Company considers changes in
economic conditions and makes assumptions regarding estimated future cash flows
and other factors. If these estimates or their related assumptions change in the
future, the Company may be required to record impairment charges.
New accounting principles that may affect our financial reporting
- -----------------------------------------------------------------
In June 1998, the Financial Accounting Standards Board (the "FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS
No. 133, as amended by SFAS No. 137 and SFAS No. 138, required that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives will be recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the type of hedge
transaction. The adoption of this statement in the first quarter of fiscal 2002
did not have a material effect on the Company's financial statements.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. For potential future acquisitions,
recorded goodwill and intangibles will be evaluated against these new criteria
and may result in certain intangibles being recorded as goodwill, or
alternatively, amounts previously recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 requires the use of
a nonamortization approach to account for purchased goodwill and certain
intangibles. Under a nonamortization approach, goodwill and certain intangibles
will not be amortized into results of operations, but instead will be
periodically reviewed for impairment and written down and charged to results of
operations only in the periods in which, and to the extent, the recorded value
of goodwill and certain intangibles is determined to be more than their fair
value.
The Company adopted the provisions of SFAS No. 142 effective the beginning of
the first quarter of fiscal 2002. These standards only permit prospective
application of the new accounting; accordingly adoption of these standards will
not affect previously reported financial information. The principal effect of
implementing SFAS No. 142 was the cessation of the amortization of goodwill in
the current fiscal year; however, impairment reviews may result in future
write-downs. Goodwill amortization amounted to $898,000 or $.13 per diluted
share in fiscal 2001 and $631,000 or $.10 per diluted share in fiscal 2000. The
Company reviewed goodwill for possible impairment at the end of fiscal 2002 and
determined that there was no impairment.
Had the Company been accounting for its goodwill under SFAS No. 142 for all
periods presented, the Company's net income and net income per share would have
been as follows:
(In thousands except for earnings per share amounts)
March 31, April 1, March 26,
2002 2001 2000
---------------- ---------------- --------------
Reported net income $8,829 $9,091 $8,733
Add back: Goodwill amortization 898 631
---------------- ---------------- --------------
Adjusted net income $8,829 $9,989 $9,364
================ ================ ==============
Basic earnings per share: $1.34 $1.47 $1.41
Reported net income
Goodwill amortization .13 .10
---------------- ---------------- --------------
Adjusted net income $1.34 $1.60 $1.51
================ ================ ==============
Diluted earnings per share: $1.28 $1.38 $1.32
Reported net income
Goodwill amortization .13 .10
---------------- ---------------- --------------
Adjusted net income $1.28 $1.51 $1.42
================ ================ ==============
In September 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
of Disposal of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121. The new
statement defines detailed criteria for assets being "held for sale". The
Company will adopt the provisions of this statement for the first quarter of
2003. Additionally, the statement further defines the reporting of discontinued
operations in financial statements. If such accounting standard would have been
in effect in fiscal 2002, losses amounting to $499,000, $196,000 and $193,000 in
fiscal 2002, 2001 and 2000, respectively, would have been reported as
discontinued operations in the consolidated statements of earnings. The 2002
amount includes the net of tax effect of the $438,000 impairment charge referred
to above in "Accounting for Long-Lived Assets".
Forward looking statements
- --------------------------
This annual report contains various "forward-looking statements" which represent
our expectations or beliefs concerning future events, including unit growth,
future capital expenditures, and other operating information. A number of
factors could, either individually or in combination, cause actual results to
differ materially from those included in the forward-looking statements,
including changes in consumer dining preferences, fluctuations in commodity
prices, availability of qualified employees, changes in the general economy,
industry cyclicality, and in consumer disposable income, competition within the
restaurant industry, availability of suitable restaurant locations, or
acquisition opportunities, harsh weather conditions in areas in which the
Company and its franchisees operate restaurants or plan to build new
restaurants, acceptance of the Company's concepts in new locations, changes in
governmental laws and regulations affecting labor rates, employee benefits, and
franchising, ability to complete new restaurant construction and obtain
governmental permits on a reasonably timely basis, unstable economy and
conditions in foreign countries where we franchise restaurants and other factors
that we cannot presently foresee.
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share information)
Year ended March 31, April 1, March 26,
2002 2001 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Revenues
Restaurant sales $170,051 $161,865 $136,389
Franchise fees and royalties 1,456 1,378 1,088
- ------------------------------------------------------------------------------------------------------------------------------------
Total revenues 171,507 163,243 137,477
- ------------------------------------------------------------------------------------------------------------------------------------
Costs and Expenses
Cost of food and beverage sales 42,754 43,301 36,588
Restaurant operating expenses 99,707 89,427 74,088
Restaurant opening costs 1,228 1,453 566
Marketing, general and administrative expenses 13,373 13,690 11,402
Impairment charge 438
- ------------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 157,500 147,871 122,644
- ------------------------------------------------------------------------------------------------------------------------------------
Income from operations 14,007 15,372 14,833
Interest expense, net 990 1,233 1,297
Minority interest 100 40 81
- ------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes 12,917 14,099 13,455
Income tax provision 4,088 5,008 4,722
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income $8,829 $9,091 $8,733
- ------------------------------------------------------------------------------------------------------------------------------------
Earnings Per Share
Basic earnings per common share $1.34 $1.47 $1.41
Diluted earnings per common share $1.28 $1.38 $1.32
Pro forma basic earnings per common share (1) $1.16 $1.28 $1.23
Pro forma diluted earnings per common share (1) $1.11 $1.20 $1.14
- ------------------------------------------------------------------------------------------------------------------------------------
(1) On June 7, 2002, the Board of Directors declared a 15% stock dividend on
Class A stock in both the Class A and common shares. The stock dividend is
payable on August 12, 2002 to holders of record July 15, 2002. As a
result, basic and diluted earnings per common share are shown on a pro
forma basis as if the stock dividend had been in existence for each fiscal
year presented.
See notes to consolidated financial statements
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share information)
March 31, April 1,
2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $5,062 $ 935
Receivables 990 734
Inventories 4,097 4,149
Prepaid expenses 2,530 1,122
- ------------------------------------------------------------------------------------------------------------------------------------
Total current assets 12,679 6,940
Property and equipment, net 61,971 54,104
Deferred income taxes, net 1,963 2,973
Goodwill, net 16,478 16,478
Other assets 5,210 5,434
- ------------------------------------------------------------------------------------------------------------------------------------
$98,301 $85,929
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $16,921 $16,332
Current maturity of bank debt 3,000 2,000
Current maturity of other long-term debt 145
Current maturities of obligations
under capital leases 668 702
- ------------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 20,589 19,179
Long-term debt - bank 3,000 12,500
Obligations under capital leases 705 1,371
Minority interest 294 194
Commitments and Contingencies
Stockholders' Equity:
Series A Redeemable Convertible Preferred stock - $1.00 par value;
authorized - 5,000,000 shares; issued and outstanding - 0 shares in
2002 and 700 shares in 2001, respectively 1
Common stock - $.10 par value; convertible into Class
A Common stock; authorized - 12,000,000 shares; issued and outstanding
- 3,276,179 and 3,579,116 shares in
2002 and 2001, respectively 328 358
Class A Common stock - $.10 par value; authorized -
20,000,000 shares; issued and outstanding -
4,151,319 and 2,589,713 shares in 2002 and 2001,
respectively 415 259
Additional paid-in capital 26,926 14,847
Retained earnings 46,160 37,336
Treasury Stock - 9,177 shares of Common stock at cost (116) (116)
- ------------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 73,713 52,685
- ------------------------------------------------------------------------------------------------------------------------------------
$98,301 $85,929
- ------------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except 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 8,733 8,733
Dividend on preferred stock (42) (42)
Issuance of 5,000 shares of common stock
under exercise of options 16 16
Issuance of 16,109 shares of Class A
common stock under exercise of options 2 128 130
Issuance of 650 shares of Class A common
stock for incentive compensation 1 8 9
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, March 26, 2000 1 358 258 14,756 28,288 (116) 43,545
Net income 9,091 9,091
Dividend on preferred stock (43) (43)
Issuance of 2,500 shares of common stock
under exercise of options 14 14
Issuance of 9,511 shares of Class A
common stock under exercise of options 1 77 78
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, April 1, 2001 1 358 259 14,847 37,336 (116) 52,685
Net income 8,829 8,829
Tax benefit from stock options 352 352
Dividend on preferred stock (5) (5)
Conversion of 700 shares of preferred stock
into 105,267 shares of Class A common stock (1) 11 (10)
Conversion of 316,937 shares of common (31) 31
stock into Class A common stock
Issuance of 1,000,000 shares of Class A common
stock, net of offering costs 100 10,517 10,617
Issuance of 14,000 shares of common stock
under exercise of options 1 39 40
Issuance of 139,406 shares of Class A
common stock under exercise of options 14 1,181 1,195
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2002 $ $ 328 $ 415 $26,926 $46,160 $ (116) $73,713
- ------------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
BENIHANA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share information)
March 31, April 1, March 26,
2002 2001 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Activities:
Net income $ 8,829 $9,091 $8,733
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,898 5,178 4,349
Minority interest 100 113 81
Deferred income taxes 1,010 317 95
Issuance of common stock for incentive compensation 9
Loss on disposal of assets 207 63
Loss on writedown of impaired assets 438
Change in operating assets and liabilities that provided
(used) cash:
Receivables (256) (253) (212)
Inventories 52 (536) (417)
Prepaid expenses (1,408) (357) (111)
Other assets (228) (497) (534)
Accounts payable and accrued expenses 589 1,862 3,818
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 15,231 14,981 15,811
- ------------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Business acquisition, net of cash acquired (8,445)
Expenditures for property and equipment (13,944) (14,611) (9,643)
Other (15) (19) (21)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (13,959) (14,630) (18,109)
- ------------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Dividends paid on preferred stock (5) (43) (42)
Proceeds from issuance of long-term debt 15,000 6,500 7,700
Repayment of long-term debt and obligations under capital leases (24,344) (7,130) (6,024)
Proceeds from issuance of Class A Common stock 10,617
Proceeds from issuance of common stock and
Class A Common stock under exercise of options 1,235 92 145
Tax benefit from stock options 352
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 2,855 (581) 1,779
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 4,127 (230) (519)
Cash and cash equivalents, beginning of year 935 1,165 1,684
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year $5,062 $935 $1,165
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Cash Flow Information Cash paid during the fiscal year for:
Interest $1,030 $1,376 $1,087
Income taxes $3,831 $6,254 $3,815
Business acquisitions, net of cash acquired:
Fair value of assets acquired, other than cash $2,830
Liabilities assumed (157)
Purchase price in excess of the net assets acquired 5,772
- ------------------------------------------------------------------------------------------------------------------------------------
$8,445
- ------------------------------------------------------------------------------------------------------------------------------------
During fiscal 2002, 316,937 shares of common stock were converted into 316,937
shares of Class A common Stock
During fiscal 2002, 700 shares of preferred stock were converted into 105,267
shares of Class A common Stock.
See notes to consolidated financial statements
BENIHANA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2002, APRIL 1, 2001 AND MARCH 26, 2000
- ------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations - Benihana Inc., including its majority owned subsidiaries
(the "Company"), owned and operated 52 teppanyaki style and seven
sushi restaurants and franchised 17 others as of March 31, 2002. The
Company has the rights to open, license and develop Benihana
restaurants in the United States, Central and South America and the
Caribbean islands.
Basis of Presentation - The consolidated financial statements include
the assets, liabilities and results of operations of its
majority-owned subsidiaries. The ownership of other interest holders
including attributable income is reflected as minority interest. All
intercompany accounts and transactions have been eliminated in
consolidation. The Company operates within only one reportable
operating segment.
The Company has a 52/53-week fiscal year. The fiscal years ended
March 31, 2002 and March 26, 2000 consisted of 52 weeks and the year
ended April 1, 2001 consisted of 53 weeks.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
("generally accepted accounting principles") requires that management
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting
period. Actual amounts could differ from those estimates.
Certain prior year amounts in the accompanying consolidated financial
statements have been reclassified to conform with fiscal 2002
classifications.
Franchise and License Fee Revenue Recognition - The Company
recognizes initial franchise fees as income when substantially all of
its obligations are satisfied, which generally coincides with the
opening of the franchised restaurants. The Company also receives
continuing royalty fees based upon a percentage of each franchised
restaurant's gross revenues. Royalty fees are recognized as income
when earned.
Cash and Cash Equivalents - The Company considers all highly liquid
investment instruments purchased with an initial maturity of three
months or less to be cash equivalents.
Inventories - Inventories, which consist principally of restaurant
operating supplies and food and beverage, are stated at the lower of
cost (first-in, first-out method) or market.
Depreciation and Amortization - Depreciation and amortization are
computed by the straight-line method over the estimated useful life
(buildings - 30 years; restaurant furniture, fixtures and equipment -
8 years; office equipment - 8 years; personal computers, software and
related equipment - 3 years; and leaseholds - lesser of the lease
terms, including renewal options, or useful life).
The Company capitalizes all direct costs incurred to construct
restaurants. Upon opening, these costs are depreciated and charged to
expense based upon their useful life classification. The amount of
interest capitalized in connection with restaurant construction was
approximately $12,000 in fiscal 2002, $345,000 in fiscal year 2001
and was $0 in fiscal year 2000.
Accounting for Long-Lived Assets - The Company periodically evaluates
its net investment in restaurant properties and goodwill for
impairment for events or changes in circumstances that indicate the
carrying amounts of an asset may not be recoverable. During fiscal
2002, the Company recorded an impairment charge of $438,000 for the
write-down to fair value of property and equipment at a Doraku
restaurant. No impairments occurred in fiscal years 2001 and 2000.
Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use - The Company capitalizes and records in other
assets the cost of computer software obtained for internal use and
amortizes such costs over a three-year period.
Derivative Instruments - The Company utilizes interest rate swap
agreements to hedge exposure to fluctuations in variable interest
rates. The Company recognizes the interest differential to be paid or
received on an interest rate swap as an adjustment to interest
expense as the differential occurs. If the Company was to terminate
an interest rate swap, any gain or loss realized upon termination
would be deferred and amortized to interest expense over the
remaining term of the underlying debt instrument it was intended to
modify or would be recognized immediately if the underlying debt
instrument were settled prior to maturity. The Company had entered
into an interest swap agreement which expired on May 1, 2002.
Stock-Based Compensation - The Company accounts for stock based
compensation under the intrinsic value method of accounting for stock
based compensation and has disclosed pro forma net income and
earnings per share amounts using the fair value method. (See Note
11).
Segment Reporting - Reportable operating segments are components of
an enterprise about which separate financial information is available
that is evaluated by the chief operating decision maker in deciding
how to allocate resources and in evaluating performance. The Company
believes its restaurants meet the criteria supporting aggregation of
all restaurants into one operating segment.
Earnings Per Share - Basic earnings per common share is computed by
dividing net income available to common shareholders by the weighted
average number of common shares outstanding during each period. The
diluted earnings per common share computation includes dilutive
common share equivalents issued under the Company's various stock
option plans and dilutive convertible preferred stock.
The computation of basic earnings per common share and diluted
earnings per common share for each year is shown below (in
thousands):
March 31, April 1, March 26,
2002 2001 2000
---------------- ---------------- --------------
Income from operations $8,829 $9,091 $8,733
Less preferred dividends (5) (43) (42)
---------------- ---------------- --------------
Income for computation of basic
earnings per common share 8,824 9,048 8,691
Convertible preferred dividends (See Note 11) 5 43 42
---------------- ---------------- --------------
Income for computation of diluted
earnings per common share $8,829 $9,091 $8,733
================ ================ ==============
Weighted average number of common
shares in basic earnings per share 6,605 6,165 6,147
Effect of dilutive securities:
stock options and warrants 292 341 384
convertible preferred shares 13 105 105
---------------- ---------------- --------------
Weighted average number of common
shares and dilutive potential common
shares used in diluted earnings per share 6,910 6,611 6,636
================ ================ ==============
Recent Accounting Pronouncements - In June 1998, the Financial
Accounting Standards Board (the "FASB") issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities".
SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138, required
that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives will be
recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction.
The adoption of this statement in the first quarter of fiscal 2002
did not have a material effect on the Company's financial statements.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations",
and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No.
141 requires business combinations initiated after June 30, 2001 to
be accounted for using the purchase method of accounting, and
broadens the criteria for recording intangible assets separate from
goodwill. For potential future acquisitions, recorded goodwill and
intangibles will be evaluated against these new criteria and may
result in certain intangibles being recorded as goodwill, or
alternatively, amounts previously recorded as goodwill may be
separately identified and recognized apart from goodwill. SFAS No.
142 requires the use of a nonamortization approach to account for
purchased goodwill and certain intangibles. Under a nonamortization
approach, goodwill and certain intangibles will not be amortized into
results of operations, but instead will be periodically reviewed for
impairment and written down and charged to results of operations only
in the periods in which, and to the extent, the recorded value of
goodwill and certain intangibles is determined to be more than their
fair value.
The Company adopted the provisions of SFAS No. 142 effective the
beginning of the first quarter of fiscal 2002. These standards only
permit prospective application of the new accounting; accordingly
adoption of these standards will not affect previously reported
financial information. The principal effect of implementing SFAS No.
142 was the cessation of the amortization of goodwill in the current
fiscal year; however, impairment reviews may result in future
write-downs. Goodwill amortization amounted to $898,000 or $.13 per
diluted share in fiscal 2001 and $631,000 or $.10 per diluted share
in fiscal 2000. The Company reviewed goodwill for possible impairment
at the end of fiscal 2002 and determined that there was no
impairment.
Had the Company been accounting for its goodwill under SFAS No. 142
for all periods presented, the Company's net income and net income
per share would have been as follows:
(In thousands except for earnings per share amounts)
March 31, April 1, March 26,
2002 2001 2000
---------------- ---------------- --------------
Reported net income $8,829 $9,091 $8,733
Add back: Goodwill amortization 898 631
---------------- ---------------- --------------
Adjusted net income $8,829 $9,989 $9,364
================ ================ ==============
Basic earnings per share: $1.34 $1.47 $1.41
Reported net income
Goodwill amortization .13 .10
---------------- ---------------- --------------
Adjusted net income $1.34 $1.60 $1.51
================ ================ ==============
Diluted earnings per share: $1.28 $1.38 $1.32
Reported net income
Goodwill amortization .13 .10
---------------- ---------------- --------------
Adjusted net income $1.28 $1.51 $1.42
================ ================ ==============
In September 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Disposal of Long-Lived Assets". SFAS No. 144 supersedes
SFAS No. 121. The new statement defines detailed criteria for assets
being "held for sale". The Company will adopt the provisions of this
statement for the first quarter of 2003. Additionally, the statement
further defines the reporting of discontinued operations in financial
statements. If such accounting standard would have been in effect in
fiscal 2002, losses amounting to $499,000, $196,000 and $193,000 in
fiscal 2002, 2001 and 2000, respectively, would have been reported as
discontinued operations in the consolidated statements of earnings.
The 2002 amount includes the net of tax effect of the $438,000
impairment charge referred to above in "Accounting for Long-Lived
Assets".
2. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash, accounts receivable and payable, and
accrued liabilities approximate fair value because of the short-term
nature of the items. The carrying amounts of the Company's debt and
other payables approximate fair value either due to their short-term
nature or the variable rates associated with these debt instruments.
3. INVENTORIES
Inventories consist of (in thousands):
March 31, April 1,
2002 2001
------------------ ---------------
Food and beverage $1,568 $1,634
Supplies 2,529 2,515
------------------ ---------------
$4,097 $4,149
================== ===============
4. PROPERTY AND EQUIPMENT
Property and equipment consist of (in thousands):
March 31, April 1,
2002 2001
----------- ---------
Land $5,925 $5,925
Buildings 13,686 12,035
Leasehold improvements 58,947 44,110
Restaurant furniture, fixtures, and equipment 21,941 19,272
Restaurant facilities and equipment under
capital leases 7,638 7,638
---------- ---------
108,137 88,980
Less accumulated depreciation and amortization
(Including accumulated amortization of
restaurant facilities and equipment under
capital leases of $7,116 and $6,810 in 2002
and 2001, respectively) 47,729 43,969
--------- ---------
60,408 45,011
Construction in progress 1,563 9,093
---------- ---------
$61,971 $54,104
=========== ==========
5. OTHER ASSETS
Other assets consist of (in thousands):
March 31, April 1,
2002 2001
------------ ----------
Lease acquisition costs, net $2,378 $2,605
Premium on liquor licenses 995 947
Security deposits 992 958
Long-term receivables 71 105
Computer software costs, net 265 261
Deferred financing charges, net 129 194
Cash surrender value of
life insurance policy 380 364
------------- ----------
$5,210 $5,434
============= ==========
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of (in thousands):
March 31, April 1,
2002 2001
------------------- -----------------
Accounts payable $ 5,586 $6,999
Accrued payroll, incentive
compensation and related taxes 3,701 3,005
Accrued sales taxes 1,107 1,061
Unredeemed gift certificates 857 902
Accrued percentage rent 1,052 900
Accrued property taxes 706 590
Straight line rent accrual 1,161 714
Other accrued operating expenses 2,751 2,161
------------------- -----------------
$16,921 $16,332
=================== =================
7. LEASE OBLIGATIONS
The Company generally operates its restaurants in leased
premises. The typical restaurant premises lease is for a term of
between 15 to 25 years with renewal options ranging from 5 to 25
years. The leases generally provide for the payment of property
taxes, utilities, and various other use and occupancy costs.
Rentals under certain leases are based on a percentage of sales
in excess of a certain minimum level. Certain leases provide for
increases based upon the changes in the consumer price index.
The Company is also obligated under various leases for
restaurant equipment and for office space and equipment.
Minimum payments under lease commitments are summarized below
for capital and operating leases. The imputed interest rates
used in the calculations for capital leases vary from 9.75% to
12% and are equivalent to the rates which would have been
incurred to borrow, over a similar term, the amounts necessary
to purchase the leased assets.
The amounts of operating and capital lease obligations are as
follows (in thousands):
Operating Capital
Leases Leases
--------------- ---------------
Fiscal year ending:
2003 $6,260 $785
2004 6,532 458
2005 6,426 289
2006 6,151 26
2007 5,342
Thereafter 33,042
--------------- ---------------
Total minimum lease payments $63,753 $1,558
===============
Less amount representing interest 185
---------------
Total obligations under capital leases 1,373
Less current maturities 668
---------------
Long-term obligations under capitalized
leases at March 31, 2002 $705
===============
Rental expense consists of (in thousands):
March 31, April 1, March 26,
2002 2001 2000
----------------------------------------------------
Minimum rental commitments $7,804 $6,497 $5,665
Rental based on percentage of sales 2,273 2,298 1,711
----------------------------------------------------
$10,077 $8,795 $7,376
====================================================
In September 1999, the Company entered into a $25,000,000 master
lease agreement with its principal bank lender, Wachovia Bank,
N.A., and two other banks, to finance land acquisition 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 accounts 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 residual guaranty for the leased
facilities and is liable for the decline in market value of the
leased facilities up to 90% of the cost of the property at the
inception of the lease inclusive of the present value of lease
payments. The Company must also maintain compliance with
financial covenants similar to its other credit facilities as
described in Note 8.
On June 12, 2002, the Company terminated the arrangement using
financing under our bank line of credit and cash. The pro forma
effect of terminating this arrangement and replacing such
financing is as follows:
As Reported Pro forma
Balance Sheet (as of March 31, 2002):
Cash $5,062 $2,062
Property and Equipment, net $61,971 $73,171
Long-term Debt - Bank $3,000 $11,200
Statement of Earnings (for the year ended March 31, 2002):
Net Income $8,829 $8,730
Diluted Earnings Per Common Share $ 1.28 $ 1.27
8. LONG-TERM DEBT
Long-term debt consists of (in thousands):
March 31, April 1,
2002 2001
------------------ -------------------
Term loan - bank $6,000 $8,000
Revolving line of credit - bank 6,500
Note obligation under terms of non-competition
agreement with former shareholder of Rudy's
discounted at 8%, payable in monthly
installments of $17 thru December 2001 145
------------------ -------------------
6,000 14,645
Less current portion 3,000 2,145
------------------
-------------------
$3,000 $12,500
================== ===================
The Company has a credit arrangement with a bank that includes a
term loan and a revolving line of credit under which $15,000,000
was available at March 31, 2002. Interest under the credit
arrangement accrues at the Company's option at either prime rate
plus a margin up to 1.0% or at LIBOR plus a margin of between
1.0% to 2.25%. At March 31, 2002, interest was accrued at
approximately 3.53% (LIBOR plus 1.0%). The applicable interest
rate margin varies with the Company's leverage ratio (defined as
earnings before interest, taxes, and depreciation and
amortization divided by funded indebtedness). The final maturity
date of both the term loan and the revolving line of credit is
March 31, 2004. The credit arrangement restricts the Company
from making cash dividend payments and purchases of the
Company's common equity securities and limits the amounts of
capital expenditures that the Company can make annually during
the term of the agreement. The credit arrangement also requires
the Company to achieve certain ratios of operating cash flow to
debt and other financial benchmarks. The credit agreement is
collateralized by a security interest in the Company's assets.
The Company had entered into an interest rate swap agreement
involving an exchange of floating rate interest payment
obligations for fixed rate payment obligations. The purpose of
the swap agreement was to protect against significant increases
in interest rates on variable rate bank indebtedness. Periodic
cash payments either received or paid pursuant to the swap are
accrued on a settlement basis as an adjustment to interest
expense. The agreement expired May 1, 2002 without further
obligation by the Company.
Principal maturities of long-term debt obligations at March 31,
2002 are as follows:
Fiscal year ending
2003 $3,000
2004 2,250
2005 750
--------
Total $6,000
========
9. INCOME TAXES
Deferred tax assets and liabilities reflect the tax effect of
temporary differences between amounts of assets and liabilities for
financial reporting purposes and the amounts of such assets and
liabilities as measured by income tax law. A valuation allowance is
recognized to reduce deferred tax assets to the amounts that are more
likely than not to be realized.
The net deferred tax asset balance consists of (in thousands):
March 31, 2002 April 1, 2001
Assets Liabilities Total Assets Liabilities Total
-------------------------------------------------------------------------------------------------------------------------
Tax loss carryforwards $1,164 $ - $1,164 $1,596 $ - $1,596
Excess book amortization
for pre-opening costs
and capital leases 349 349 526 526
Income tax credits 572 572 392 392
Gift certificates 343 343 361 361
Accelerated depreciation
for tax purposes 34 34 (104) (104)
Smallware inventory (523) (523)
Other 24 24 202 202
-----------------------------------------------------------------------------
Total asset (liability) $2,486 ($523) $1,963 $3,077 ($104) $2,973
=============================================================================
In fiscal 2002, the Company elected to change its method of
accounting for smallwares for income tax purposes in accordance with
Revenue Procedure 2002-12, 2002-3 IRB 374 of the Internal Revenue
Code. The change enables the Company to expense for income tax
purposes the amount of smallware inventory.
As of March 31, 2002, the Company had available net operating loss
carryforwards as a result of the 1997 acquisition of Rudy's
Restaurant Group amounting to $2,911,000 for ordinary income tax
purposes that is available to reduce future taxable income. The net
operating loss carryforwards are subject to the change of control
provisions of the Internal Revenue Code which limit the usage of the
net operating loss carryforwards to approximately $1,100,000 per
year. All net operating loss carryforwards expire as follows (in
thousands):
Fiscal year ending
2005 $2,441
2006 470
-----------
$2,911
===========
The income tax provision consists of (in thousands):
March 31, April 1, March 26,
2002 2001 2000
-------------------------------------------------------------------------------------------------------------------------
Current:
Federal $2,069 $3,398 $3,527
State 1,009 1,293 1,100
Deferred:
Federal and State 1,010 317 95
-----------------------------------------
Income tax provision $4,088 $5,008 $4,722
=========================================
The income tax provision differed from the amount computed at the
statutory rate as follows (in thousands):
March 31, April 1, March 26,
2002 2001 2000
-------------------------------------------------------------------------------------------------------------------------
Federal income tax provision at statutory rate of 34% $4,421 $4,835 $4,609
State income taxes, net of federal benefit 663 854 726
Tax credits, net (893) (833) (687)
Change in valuation allowance (107)
Other (103) 152 181
-----------------------------------------
Income tax provision $4,088 $5,008 $4,722
=========================================
Effective income tax rate 31.6% 35.5% 35.1%
=========================================
10. CONTINGENCIES
The Company is a defendant in an action brought by a former server at
a Benihana restaurant and purported to be filed on behalf of
similarly situated current and former employees of the Company
alleging violations of the minimum wage provisions applicable to
certain tipped employees arising from the tim pooling and
distribution practices at the restaurant. Plaintiffs seek damages
consisting of the difference between the hourly wage paid and the
applicable federal minimum wage rate, attorneys' fees and costs and
certain liquidated damages provided by statute. While the Company
believes the complaint has no merit, there can be no assurance that
the Company will not be required to pay a material amount in the
settlement or other disposition of this matter.
The Company is also a defendant in a related action which asserts two
claims: one for alleged violations of the minimum wage provisions of
the Federal Fair Labor Standards Act, and one for alleged violations
of New York State Labor Law concerning gratuities. As in the action
described above, certain similarly situated employees may have rights
to "opt in" to the federal claim, while the state claim purports to
be brought as a class action. No discovery has occurred or been
scheduled. While the Company believes that the Complaint has no
merit, this action is in its preliminary stages and there can be no
assurance that the Company will not be required to pay a material
amount in the settlement or other disposition of this matter.
Except for the matters described above, the Company is not a party to
any litigation other than routine claims which are incidental to its
business.
11. STOCKHOLDERS' EQUITY
Preferred Stock - The preferred stock had a liquidation preference of
$1,000 per share, carried a cumulative dividend of 6% and entitled
the holder a right to convert into shares of the Company's Class A
Common Stock. In fiscal 2002, the holder converted all of the
preferred stock to 105,263 shares of Class A Common Stock.
Common and Class A Common Stock - The Company's Common Stock is
convertible into Class A Common Stock on a one-for-one basis. The
Class A Common Stock is identical to the Common Stock except that it
gives the holder one-tenth (1/10) vote per share, voting together
with the Company's Common Stock as a single class on all matters
except the election of directors. For election of directors, the
Class A Common Stockholders vote as a class to elect 25% of the
members of the Board of Directors.
Stock Dividend - On June 7, 2002, the Board of Directors declared a
15% stock dividend in Class A stock on both the Class A and common
shares. The stock dividend is payable on August 12, 2002 to holders
of record July 15, 2002.
Stock Options - The Company has various stock option plans: a 1994
Employee Stock Option Plan (1994 Plan), a 1996 Class A Stock Option
Plan (1996 Plan), a 1997 Class A Stock Option Plan (1997 Plan), a
2000 Class A Stock Option Plan (2000 Plan), a Directors' Stock Option
Plan (Directors' Plan) and a Directors' Class A Stock Option Plan
(Directors' Class A Plan), under all of which a maximum of 3,285,000
shares of the Company's Common Stock were authorized for grant and
for all of which options for 1,651,493 shares remain available for
grant.
Options granted under the 1996, 1997 and 2000 Plans have a term of
ten years from date of issuance, and are exercisable ratably over a
three-year period commencing with the date of the grant. Options
granted under these plans require that the exercise price be at
market value on the date of the grant, or for optionees that own more
than 10% of the combined voting rights of the Company, at 110% of
market value for incentive stock options.
Options granted under the 1994 Plan have a term of ten years from
date of issuance and are exercisable on the date of grant. Under the
Directors' Plan, options to purchase 10,000 shares are automatically
granted to each of the Company's non-employee directors on the date
of the Company's annual meeting. Options granted under the Directors
Plan are exercisable ratably over two years commencing with the first
anniversary of the date of the grant.
The Company applies the intrinsic-value-based method in accounting
for stock-based awards to employees. Therefore, the Company generally
recognizes no compensation expense with respect to such awards
because options are generally granted at the fair market value of the
underlying shares on the date of the grant.
Had the Company accounted for its stock-based awards under the fair
value method, the table below shows the pro forma effect on net
income and earnings per share for the three most recent fiscal years.
The fair value of the Company's stock based awards to employees was
estimated using a Black-Scholes option- pricing model.
The pro forma information described is as follows:
March 31, April 1, March 26,
2002 2001 2000
--------------------------------------------------
Net Income
As reported $8,829 $9,091 $8,733
Pro forma $8,223 $8,163 $7,796
Diluted Earnings Per Common Share
As reported $1.28 $1.38 $1.32
Pro forma $1.19 $1.23 $1.17
As a result of the inclusion of only the grants made subsequent to
fiscal 1995, the effects may not be representative of the pro forma
impact in future years. In addition, the following weighted average
assumptions were used in the Black-Scholes option-pricing model: a
risk-free interest rate of 3.8% for fiscal year 2002, 4.7% for 2001
and 6.7% for 2000, respectively; an expected life of three years,
no expected dividend yield and a volatility factor of 50%, 53% and
38% for fiscal years 2002, 2001 and 2000, respectively.
The following table summarizes information about fixed-price stock
options outstanding at March 31, 2002:
Options Outstanding Options Exercisable
--------------------------------------- ----------------------------
Weighted-
Average Weighted Weighted
Ranges of Remaining Average Average
Exercise Contractual Exercise Exercise
Prices Number Life Price Number Price
-------------------------------------------------------------------------------------------------------------------------
$ 2.88 - $ 3.25 14,000 2.3 $3.18 14,000 $3.18
6.75 - 8.56 459,064 7.3 7.87 342,953 7.64
9.00 - 10.11 94,747 4.8 9.18 91,414 9.19
10.25 - 12.25 466,335 6.1 11.89 466,335 11.89
12.69 - 15.50 400,900 8.1 13.91 272,267 14.11
----------------- ----------------
$ 2.88 - $15.50 1,435,046 1,186,969
================= ================
Transactions under the above plans for the years ended are as
follows:
March 31, April 1, March 26,
2002 2001 2000
------------------------------------------------------------------------------------------------
Balance, beginning of year 1,426,938 1,177,784 877,560
Granted 220,000 276,500 322,500
Canceled (28,813) (15,135)
Expired (29,673) (1,167)
Exercised (153,406) (12,011) (21,109)
---------------------------------------------
Balance, end of year 1,435,046 1,426,938 1,177,784
=============================================
Weighted average fair value of options
granted during year $2.48 $5.07 $4.24
Stock Rights - The Company has a Shareholder Rights Plan under which
a Preferred Share Purchase Right (Right) is represented by each
outstanding share of the Company's Common and Class A Common Stock.
The Rights operate to create substantial dilution to a potential
acquirer who seeks to make an acquisition, the terms of which the
Company's Board of Directors believes is inadequate or structured in
a coercive manner.
The Rights become exercisable on the tenth day (or such later date as
the Board of Directors may determine) after public announcement that
a person or a group (subject to certain exceptions) has acquired 20%
or more of the outstanding Common Stock or an announcement of a
tender offer that would result in beneficial ownership by a person or
a group of 20% or more of the Common Stock.
12. INCENTIVE AND DEFERRED COMPENSATION PLANS
The Company has an incentive compensation plan whereby bonus awards
are made if the Company attains a certain targeted return on its
opening equity. The purpose of the plan is to improve the long-term
sustainable results of operations of the Company by more fully
aligning the interests of management and key employees with the
shareholders of the Company. One-third of the amounts awarded are
immediately made available to the employee and the remaining
two-thirds become available ratably over the succeeding two years.
Amounts allocated under the Plan may be taken in cash or deferred in
a non-qualified deferred compensation plan. The target rate, which
was 15.5% for 2002, 15.0% for 2001 and 17.5% for 2000, is approved
annually based upon a review of the rates of return on equity of
other publicly traded restaurant businesses by the Compensation
Committee of the Board of Directors. The amount of the awards is
capped at 50% of the eligible salary of the employee. The Company
accrued $300,000, $564,000 and $500,000 of incentive compensation for
fiscal years 2002, 2001 and 2000, respectively.
The Company has an executive retirement plan whereby certain key
employees may elect to defer up to 20% of their salary and 100% of
their bonus until retirement or age 55, whichever is later, or due to
disability or death. Employees may select from various investment
options for their available account balances. Investment earnings are
credited to their accounts.
13. QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarter ended (in thousands except for per share information)
March 31, 2002 April 1, 2001
-------------------------------------------------------------------------------------------------------------------------
4th 3rd 2nd 1st 4th 3rd 2nd 1st
Revenues $42,904 $40,182 $37,486 $50,935 $42,216 $37,261 $36,697 $47,068
Gross profit 32,154 30,254 27,649 37,240 31,076 27,292 26,540 33,656
Net income 3,661 2,339 382 2,447 2,878 2,189 1,589 2,435
Basic earnings
per share $ .49 $ .35 $ .06 $ .39 $ .46 $ .35 $ .26 $ .39
Diluted earnings
per share $ .46 $ .34 $ .06 $ .38 $ .45 $ .34 $ .24 $ .37
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of Benihana Inc.:
We have audited the accompanying consolidated balance sheets of Benihana Inc.
and subsidiaries ("Benihana") as of March 31, 2002 and April 1, 2001, and the
related consolidated statements of earnings, stockholders' equity and cash flows
for each of the three years in the period ended March 31, 2002. These
consolidated financial statements are the responsibility of Benihana's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Benihana as of March 31, 2002 and
April 1, 2001, and the results of its operations and its cash flows for each of
the three years in the period ended March 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.
Deloitte & Touche LLP
Certified Public Accountants
Miami, Florida
May 17, 2002
(June 7, 2002 as to the stock dividend described in Note 11 and June 12, 2002 as
to the master lease agreement described in Note 7)
COMMON STOCK INFORMATION
The Company's Common Stock and Class A Common Stock are traded on the Nasdaq
National Market System. There were 234 holders of record of the Company's Common
Stock and 316 holders of record of the Class A Common Stock at March 31, 2002.
The table below sets forth high and low bid prices for the Company's Common
Stock and Class A Common Stock, which do not include commissions and mark-ups or
mark-downs for the periods indicated. Such bid prices reflect inter-dealer
prices without retail mark-ups, markdowns or commissions and may not necessarily
represent actual transactions.
Fiscal Year Ended
-----------------
March 31, 2002 April 1, 2001
----------------------------------------------------------------------------
COMMON STOCK High Low High Low
--------------------------------------------------------------------------------------------------------------
1st Quarter 13.00 12.75 16.00 10.56
2nd Quarter 10.55 10.55 14.00 11.25
3rd Quarter 15.40 15.00 13.00 9.00
4th Quarter 20.24 18.25 12.13 10.25
Fiscal Year Ended
-----------------
CLASS A March 31, 2002 April 1, 2001
----------------------------------------------------------------------------
COMMON STOCK High Low High Low
--------------------------------------------------------------------------------------------------------------
1st Quarter 13.05 12.90 16.00 7.75
2nd Quarter 10.60 10.20 13.63 9.25
3rd Quarter 15.30 14.91 11.38 6.88
4th Quarter 20.40 18.35 11.63 8.13
The Class A Common Stock is identical to the Common Stock except that it gives
the holder one-tenth (1/10) vote per share, voting together with the Company's
Common Stock as a single class on all matters except the election of directors.
For election of directors, the Class A Common stockholders vote as a class to
elect 25% of the members of the Board of Directors.
The Company has not declared or paid a cash dividend on common equity since its
organization and has no present intention of paying any such dividend in the
foreseeable future. The Company intends to retain all available cash for the
operation and expansion of its business. In addition, the Company's present loan
agreement restricts the payment of cash dividends.
EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.'s
333-33880, 333-63783 and 333-13973 of Benihana Inc. on Forms S-8 of our report
dated May 17, 2002 (June 7, 2002 as to the stock dividend described in Note 11
and June 12, 2002 as to the master lease agreement described in Note 7),
incorporated by reference in the Annual Report on Form 10-K of Benihana Inc.
for the year ended March 31, 2002.
Deloitte & Touch LLP
Miami, Florida
June 24, 2002
EXHIBIT 23.02
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.'s
333-83585 and 333-13977 of Benihana Inc. on Form S-3 of our report dated
May 17, 2002 (June 7, 2002 as to the stock dividend described in Note 11
and June 12, 2002 as to the master lease agreement described in Note 7),
incorporated by reference in the Annual Report on Form 10-K of Benihana Inc.
for the year ended March 31, 2002 and to the reference to us under the heading
"Experts" in such Registration Statements.
Deloitte & Touch LLP
Miami, Florida
June 24, 2002