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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 27, 2005
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:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
- ------------------- ------------------------------------
Common Stock, par value $.10 per share NASDAQ
Class A Common Stock, par value $.10 per share NASDAQ
Preferred Share Purchase Right Not Applicable
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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes __X__ No _____
As of June 7, 2005, 2,956,479 shares of Common Stock and 6,288,225 shares of
Class A Common Stock were outstanding. As of October 10, 2004, the last day of
our second fiscal quarter, the aggregate market value of common equity held by
non-affiliates was $93,485,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the year ended
March 27, 2005 are incorporated by reference in Parts I and II.
Portions of the Registrant's Proxy Statement for the 2005 Annual Meeting are
incorporated by reference in Part III.
ITEM 1. BUSINESS
GENERAL
We have operated "Benihana" teppanyaki-style Japanese restaurants in the United
States for over 40 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 chef on a grill which forms a part
of the table at 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. Our
RA Sushi concept offers sushi and a full menu of Pacific-Rim dishes in a high
energy environment featuring upbeat design elements and music. Our one Doraku
restaurant unit offers sushi as well as Japanese entree items.
At June 7, 2005 we:
o own and operate 56 Benihana teppanyaki-style Japanese dinnerhouse
restaurants, including one restaurant under the name Samurai;
o franchise others to operate 22 additional Benihana restaurants;
o own and operate six Haru restaurants in New York City;
o own and operate eight RA Sushi restaurants primarily in the southwest; and
o own and operate one Doraku restaurant in Miami Beach, Florida.
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. We also own the United States trademarks to the names "Haru", "RA
Sushi" and "Doraku".
Sales by our owned restaurants were approximately $216.8 million for the fiscal
year ended March 27, 2005, as compared to approximately $201.3 million for the
prior fiscal year. Our net income for the fiscal year ended March 27, 2005 was
approximately $7.8 million, as compared to approximately $9.0 million for the
prior fiscal year.
Our principal executive offices are located at 8685 Northwest 53rd Terrace,
Miami, Florida 33166 (telephone number 305-593-0770) and our corporate website
address is HTTP://WWW.BENIHANA.COM. We make our electronic filings with the
Securities and Exchange Commission, including annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
these reports available on the corporate website free of charge as soon as
practicable after filing with or furnishing to the SEC.
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 continue 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. In fiscal 2005,
we opened one Benihana restaurant in Carlsbad, California and one RA Sushi
restaurant in Las Vegas, Nevada and one Haru restaurant in New York City, New
York.
DESIGN INITIATIVE. We have undertaken a design imitative to develop a prototype
teppanyaki restaurant to improve unit-level economics while shortening
construction time and improving decor. This program will also assist us in
refurbishing the older restaurant units we own.
MAINTAIN STRONG RESTAURANT UNIT ECONOMICS. Our experienced management team
intends to maintain and improve where necessary attractive restaurant unit
profit 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. Our senior management team has an average of
over 16 years with our company and is experienced in developing and operating
distinctive, high-volume casual dining establishments.
1
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 a grill which forms a part of the customer's table. Most of our Benihana
restaurants are open for both lunch and dinner and 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. We also offer sushi entrees at each of our Benihana teppanyaki
restaurants and we believe that Benihana is the largest coast-to-coast
restaurant chain highlighting sushi as a part of an Asian theme.
Specific menu items may be different in the various restaurants depending upon
the local geographic market. The servings prepared at the teppanyaki grill 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. During fiscal 2005, beverage sales in both the lounges and
dining rooms accounted for approximately 20% of total restaurant sales. The
average check size per person was $24.15 in fiscal 2005. Sushi is offered at all
of our traditional restaurants at either separate sushi bars or at the
teppanyaki grills.
Each of our teppan tables 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 56 Benihana restaurants we operate:
o 39 are located in freestanding, special use restaurant buildings usually on
leased lands;
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 using Japanese design elements. 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 land parcel 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 and sushi bar areas.
We anticipate opening a new Benihana restaurant in Miramar, Florida and in Coral
Gables, Florida as a replacement for the restaurant located in another suburb of
Miami, Florida fiscal 2006.
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 cuisine,
including New York strip steak with wasabi croquette, spicy shallots and ginger
sauce, garlic shrimp and crispy duck. Haru also offers delivery and take-out
services which represent 40% of its total sales. The average check size per
person was $27.73 in fiscal 2005. We own 80% of the subsidiary that operates the
Haru restaurants. The remaining 20% interest is owned by the originator of the
concept and is subject to a mutual put/call arrangement exercisable in fiscal
2006.
The six Haru restaurants we operate are located in office or residential
buildings in New York City. The restaurants vary in size and decor but emphasize
a Japanese decor. We typically seek restaurants locations that are in densely
populated metropolitan areas in order to take advantage of Haru's delivery
business.
We currently operate six Haru restaurants in New York City and we anticipate
opening a new Haru restaurant in Philadelphia, Pennsylvania in our first quarter
of fiscal 2006.
THE RA SUSHI CONCEPT
The RA Sushi concept offers sushi and Pacific-Rim dishes in a fun-filled, high
energy environment. The average check size per person was $20.19 for fiscal 2005
and beverage sales in both the lounges and dining rooms accounted for
approximately 33% of total sales.
2
Of the eight RA Sushi restaurants we operate:
o four are located in special-use restaurant buildings on leased land; and
o four are located in shopping or "life style" centers.
All of the restaurants were built to our specifications as to size, style and
emphasize a contemporary interior and exterior decor. These restaurants average
approximately 4,000 square feet which exclude outdoor seating. A typical RA
Sushi restaurant seats from 150 to 225 customers in the bar and sushi areas.
We currently operate eight RA Sushi restaurants and we anticipate opening two
new RA Sushi restaurants in Houston, Texas and Palm Beach Gardens, Florida in
2006. We have a signed lease for another RA Sushi restaurant to open in
Huntington Beach, California in fiscal 2007.
THE DORAKU CONCEPT
We have one Doraku restaurant in operation and we do not currently have plans
for expansion. The Doraku concept offers sushi as well as other Japanese entree
items. The average check size per person was $20.19 in fiscal 2005.
RESTAURANT OPERATIONS
Our Benihana and Doraku restaurants are under the direction of our Executive
Vice President-Restaurant Operations and are divided among eight geographic
regions, each managed by a regional manager. Food preparation in the teppanyaki
restaurants is supervised by nine regional chefs. Our Haru restaurants are
locally managed in New York under the direction of Haru's Vice President of
Operations and our RA Sushi restaurants are managed in Phoenix, the direction RA
Sushi's Vice President of Operations.
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.
Strict guidelines as documented in our restaurant operations manuals are
followed to assure consistently high quality in customer service and food
quality for each location. Specifications are used for quality and quantity of
ingredients, food preparation, maintenance of premises and employee conduct and
are incorporated in manuals used by the managers, assistant managers and head
chefs. Food and portion sizes 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 locally by
the individual restaurant managers and senior chefs. The Company is testing
other procurement systems to provide better pricing and logistical and
accounting controls. 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 style of cooking and sushi preparation
and in customer service with 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 each restaurant unit. 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 promote our
restaurants; strengthen our brand identity; and 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 chef cooking at the customer's table. In fiscal year 2005, we
expended approximately $6.7 million on advertising and other marketing. The
entertainment component of the Benihana method of food preparation and service
is emphasized to distinguish Benihana from other restaurant concepts. RA Sushi's
advertising campaigns are geared to young affluent demographics via radio and
print media, while Haru does not currently require much advertising and focus on
local publications.
3
FRANCHISING
We have, from time to time, franchised Benihana teppanyaki restaurant to
operators in markets in which we consider expansion to be of benefit to the
Benihana system. We continue to selectively 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 operating 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 from $30,000 to $50,000 per restaurant and
royalties of from 3% to 6% of gross sales. In fiscal year 2005, revenues from
franchising were approximately $1,575,000.
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 to 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 throughout the term of the
franchise.
TRADE NAMES AND SERVICE MARKS
Benihana is a Japanese word meaning "red flower". In the United States and
certain foreign countries, we own the "Benihana", "Benihana of Tokyo", "Haru"
and "RA Sushi" brand names and related trademarks and "red flower" symbol, which
we believe to be of material importance to our business and are registered in
the United States Patent and Trademark Office. We also own registered trademarks
for the Doraku concept.
Benihana of Tokyo, Inc., a privately held company and 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, Inc. is also the
operator of a Benihana restaurant in Honolulu under an exclusive, royalty-free
franchise from the Company. We have no financial interest in any restaurant
operated or franchised by Benihana of Tokyo, Inc.
NEW RESTAURANT SITE SELECTION AND DEVELOPMENT
We believe the locations of our restaurants are critical to our long-term
success and, accordingly, we devote significant time and resources to analyzing
each prospective site. Each of our three concepts require a different criteria
for successful execution. The Benihana concept is successful in free standing or
in-line locations and require approximately 7,000 to 8,000 square feet. The Haru
concepts are successful in densely populated urban markets and space
requirements are flexible. The RA Sushi concept is successful in urban or
suburban shopping malls, retail strip centers and entertainment life-style
centers and typically require 4,000 to 5,000 square feet. In general, we
currently prefer to open our restaurants in high profile sites within larger
metropolitan areas with dense populations and above-average household incomes.
The layout of each restaurant is customized to accommodate different types of
buildings and different square feet within the available space. In addition to
carefully analyzing demographic information for each prospective site, we
consider other factors such as visibility, traffic patterns and general
accessibility; the availability of suitable parking and the proximity of
residences and shopping areas.
Our new restaurant development model for each of our active concepts typically
calls for us to occupy leased space in shopping malls, office complexes, strip
centers, entertainment centers and other real estate developments (the "retail
lease" development model). We have also acquired the land where it is
economically justified. While we expect the retail lease development model to
continue as our principal approach for opening new restaurant units, we also
expect to open more freestanding restaurants. We generally lease our restaurant
locations for primary periods of 15 to 20 years. Our rent structures vary from
lease to lease, but generally provide for the payment of both minimum base rent
and contingent (percentage) rent based on restaurant sales. We are also
responsible for our proportionate share of common area maintenance (CAM),
insurance, property tax and other occupancy-related expenses under our leases.
Many of our leases provide for maximum allowable annual percentage or fixed
dollar increases for CAM and insurance expenses to enable us to better predict
and control future variable lease costs. We expend cash for leasehold
improvements and furnishings, fixtures and equipment to build out leased
premises. We own all of the equipment in our restaurants and currently plan to
do so in the future.
4
Due to the uniquely flexible and customized nature of our teppanyaki restaurant
operations and the complex design, construction and preopening processes for
each new location, our lease negotiation and restaurant development timeframes
vary for each restaurant. The development and opening process generally ranges
from eight to ten months after lease signing and depends largely upon the
availability of the leased space we intend to occupy, and are often subject to
matters that result in delays outside of our control. The number and timing of
new restaurants actually opened during any given period, and their associated
contribution, will depend on a number of factors including, but not limited to,
the identification and availability of suitable locations and leases; the timing
of the delivery of the leased premises to us from our landlords so that we can
commence our build-out construction activities; the ability of our landlords and
us to timely obtain all necessary governmental licenses and permits to construct
and operate our restaurants; disputes experienced by our landlords or our
outside contractors; any unforeseen engineering or environmental problems with
the leased premises; weather conditions that interfere with the construction
process; our ability to successfully manage the design, construction and
preopening processes for each restaurant; the availability of suitable
restaurant management and hourly employees; and general economic conditions.
While we attempt to manage those factors within our control, we have experienced
unforeseen delays in restaurant openings from time to time in the past and will
likely experience such delays in the future.
PREOPENING COSTS FOR NEW RESTAURANTS
Preopening costs include incremental out-of-pocket costs that are directly
related to the openings of new restaurants and are not otherwise capitalizable
and an amortization of rentals under lease agreements for accounting purposes.
The preopening cost for one of our restaurants usually includes costs to recruit
and train an average of 50-100 hourly restaurant employees; wages, travel and
lodging costs for our opening training team and other support employees, costs
for practice service activities; and straight-line minimum base rent during the
restaurant preopening period. Preopening costs will vary from location to
location depending on a number of factors, including the proximity of our
existing restaurants; the size and physical layout of each location; the cost of
travel and lodging for different metropolitan areas; the extent of unexpected
delays, if any, in obtaining final licenses and permits to open the restaurants,
which may also be dependent upon our landlords obtaining their licenses and
permits, as well as completing their construction activities for the restaurant
units. Preopening costs will fluctuate from period to period, based on the
number and timing of restaurant openings and the specific preopening costs
incurred for each restaurant unit, and the fluctuations could be significant. We
expense preopening costs as incurred.
EMPLOYEES
At March 27, 2005, we employed 4,226 people, of which 4,146 were restaurant
employees and 80 were corporate personnel. Most employees, except restaurant 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.
EXECUTIVE OFFICERS
Joel A. Schwartz, age 64, serves as our Chairman of the Board and Chief
Executive Officer. Taka Yoshimoto, age 59, serves as Executive Vice
President-Operations and Director. Michael R. Burris, age 55, serves as Senior
Vice President-Finance and Chief Financial Officer. Kevin Aoki, age 37, serves
as Vice President-Marketing and Director. Juan C. Garcia, age 41, serves as Vice
President and Controller.
COMPETITION
The casual dining segment of the restaurant industry is 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 much 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
and other 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 would adversely affect the
revenues for the restaurant. While we have not yet 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. Changes in 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 and materially
affect our existing restaurant operations.
5
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") which prohibits discrimination
on the basis of disability in public accommodations and employment mandates
accessibility standards for individuals with physical disabilities and increases
the cost of construction of new restaurants and of remodeling older restaurants.
We are subject to "dram-shop" statutes in most of the states where we operate
restaurants, which generally provide a person injured by an intoxicated person
the right to recover damages from an establishment that wrongfully served
alcoholic beverages. We carry liquor liability coverage as part of our existing
compressive general liability insurance that we believe is consistent with
coverage carried by other entities in the restaurant industry of similar size
and scope of operations. Even though we are covered by general liability
insurance, a settlement or judgment against us under a `dram-shop" statute in
excess of our liability coverage could have a material adverse effect on our
operations.
Various federal and state labor laws govern our operations and our relationships
with our employees, including such matters as minimum wages, breaks, overtime,
fringe benefits, safety, working conditions and citizenship requirements.
Significant increases in minimum wages, changes in statutes regarding paid or
unpaid leaves of absence and mandated health benefits, or increased tax
reporting, assessment or payment requirements related to our employees who
receive gratuities all could be detrimental to the profitability of our
operation. Various proposals that would require employers to provide health
insurance for all of their employees are considered from time-to-time in
Congress and various individual states. The imposition of any requirement that
we provide health insurance to all employees could have an adverse effect on our
results of operations and financial position, as well as the restaurant industry
in general. Our suppliers may also be affected by higher minimum wage and
benefit standards, which could result in higher costs for goods and services
supplied to the Company. While we carry employment practices insurance, a
settlement or judgment against us in excess of our coverage limitations could
have a material adverse effect on our results of operations, liquidity,
financial position or business.
We have a significant number of hourly restaurant employees that receive tip
income. We have elected to voluntarily participate in a Tip Rate Alternative
Commitment ("TRAC") agreement with the Internal Revenue Service. By complying
with the educational and other requirements of the TRAC agreement, we reduce the
likelihood of potential employer-only FICA assessments for unreported or
underreported tips.
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. We have contracted with a point of sales vendor to upgrade
our point-of-sale and time and attendance systems.
Each restaurant transmits sales, purchasing, payroll and other operational data
to the home office on a weekly and four-week period basis. This data is used to
record 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.
FORWARD LOOKING STATEMENTS
This 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.
6
ITEM 2. PROPERTIES
Of the 71 restaurants in operation at June 10, 2005, 12 are located on owned
real estate and 59 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 development in Coral Gables, Florida and Miramar, Florida,
three RA Sushi restaurants in Houston, Texas, Palm Beach Gardens, Florida and
Huntington Beach, California and a Haru restaurant in Philadelphia,
Pennsylvania. We are actively pursuing new locations suitable for development as
restaurant units for each of our concepts. 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 June 2005 to March 2027.
7
The following table sets forth the location of our directly owned restaurants:
Benihana, Haru, Approx.
RA Sushi or Square Interior Date
Doraku Location Address Footage Seating Opened
- --------------- ------- ------- ------- ------
ALASKA:
BENIHANA 1100 West 8th Avenue, Anchorage (3) 7,970 142 March, 2005
ARIZONA:
RA SUSHI 2905 E. Skyline Drive, Suite 289, Tucson (1) 3,900 176 November, 2003
RA SUSHI 4921 E. Ray Road, Suite B-1, Phoenix (2) 6,200 255 December, 2002
RA SUSHI 3815 N. Scottsdale Road, Scottsdale (2) 5,000 156 December, 2002
RA SUSHI 411 S. Mill Avenue, Tempe (1) 3,500 204 December, 2002
RA SUSHI 7012 E. Greenway Parkway, Scottsdale (2) 4,200 155 December, 2002
BENIHANA 16403 N. Scottsdale Road, Scottsdale (1) 8,600 234 November, 2003
CALIFORNIA:
BENIHANA 2100 E. Ball Road, Anaheim (1) 8,710 263 March, 1980
BENIHANA 1496 Old Bayshore Hwy., Burlingame (1) 8,740 286 February, 1978
BENIHANA 755 Raintree Drive, Carlsbad (1) 10,850 236 June, 2004
BENIHANA 17877 Gale Avenue, City of Industry (1) 8,000 224 November, 1988
BENIHANA 1989 Diamond Blvd., Concord (1) 8,250 246 February, 1980
BENIHANA 2074 Vallco Fashion Park, Cupertino (1) 7,937 197 July, 1980
BENIHANA 16226 Ventura Blvd., Encino (2) 7,790 216 October, 1970
BENIHANA 136 Olivier Street, Monterey (2) 4,856 154 June, 2000
BENIHANA 4250 Birch Street, Newport Beach (2) 8,275 242 March, 1978
BENIHANA 3760 E. Inland Empire Blvd., Ontario (1) 7,433 172 December, 1998
BENIHANA 5489F Sunrise Blvd., Citrus Heights (1) 3,798 101 October, 1995
BENIHANA 477 Camino Del Rio So., San Diego (1) 7,981 235 May, 1977
RA SUSHI 474 Broadway, San Diego (1) 4,676 156 December, 2003
BENIHANA 1737 Post Street, San Francisco (1) 7,990 185 December, 1980
BENIHANA 1447 4th Street, Santa Monica (1) 7,500 197 September, 2001
BENIHANA 21327 Hawthorne Blvd., Torrance (1) 7,430 219 May, 1980
RA SUSHI Huntington Beach (1) 4,535 -0- Under development
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
(3) Owned.
8
Benihana, Haru, Approx.
RA Sushi or Square Interior Date
Doraku Location Address Footage Seating Opened
- --------------- ------- ------- ------- ------
COLORADO:
BENIHANA 3295 S. Tamarac Drive, Denver (1) 7,572 220 February, 1977
DISTRICT OF
COLUMBIA:
BENIHANA 3222 M Street, NW, Washington (2) 7,761 164 May, 1982
FLORIDA:
DORAKU 1104 Lincoln Road, Miami Beach (1) 3,900 64 June, 2000
SAMURAI 8717 S.W. 136th Street, Miami (1) 8,162 218 October, 1981
BENIHANA 276 E. Commercial Blvd., Ft. Lauderdale (3) 8,965 230 June, 1970
BENIHANA 1665 N.E. 79th Street, Miami (3) 8,938 306 September, 1973
BENIHANA 1751 Hotel Plaza Blvd., Lake Buena Vista (1) 8,145 220 October, 1988
BENIHANA 3602 S.E. Ocean Blvd., Stuart (3) 8,485 286 February, 1977
BENIHANA 242 Miracle Mile, Coral Gables (1) 7,000 -0- Under development
BENIHANA 3261 S.W. 160th Avenue, Miramar 6,598 -0- Under development
RA SUSHI 11701 Lake Victoria Gardens Avenue
Suite 4105, Palm Beach Gardens 4,200 -0- Under development
GEORGIA:
BENIHANA 2365 Mansell Road, Alpharetta (3) 8,600 234 October, 2003
BENIHANA 2143 Peachtree Road, NE, Atlanta I (2) 8,244 217 May, 1974
BENIHANA 229 Peachtree Street NE, Atlanta II (2) 6,372 160 April, 1981
ILLINOIS:
RA SUSHI 1139 N. State Street, Chicago (1) 4,500 74 January, 2004
BENIHANA 166 East Superior Street, Chicago (1) 7,288 198 April, 1968
BENIHANA 747 E. Butterfield Road, Lombard (3) 9,200 219 April, 1985
BENIHANA 1200 E. Higgins Road, Schaumburg (3) 8,388 208 July, 1992
BENIHANA 150 N. Milwaukee Avenue, Wheeling (3) 8,500 199 June, 2001
INDIANA:
BENIHANA 8830 Keystone Crossing Road, Indianapolis (1) 8,460 237 February, 1979
MARYLAND:
BENIHANA 7935 Wisconsin Avenue, Bethesda (1) 9,300 254 October, 2003
MICHIGAN:
BENIHANA 18601 Hubbard Drive, Dearborn (1) 7,500 222 March, 1977
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
(3) Owned.
9
Benihana, Haru, Approx.
RA Sushi or Square Interior Date
Doraku Location Address Footage Seating Opened
- --------------- ------- ------- ------- ------
BENIHANA 21150 Haggerty Road, Northville (3) 8,000 184 May, 1989
BENIHANA 1985 W. Big Beaver Road, Troy (1) 8,600 231 February, 1996
MINNESOTA:
BENIHANA 850 Louisiana Avenue So., Golden Valley (3) 10,400 237 September, 1980
NEVADA:
RA SUSHI 3200 Las Vegas Blvd. South, Las Vegas (2) 4,500 222 October, 2004
NEW JERSEY:
BENIHANA 840 Morris Turnpike, Short Hills (2) 11,500 256 October, 1976
BENIHANA 5255 Marlton Pike, Pennsauken (1) 7,000 239 February, 1978
NEW YORK:
BENIHANA 47 West 56th Street, New York (2) 7,340 171 June, 1973
BENIHANA 2105 Northern Blvd., Munsey Park (1) 8,252 307 December, 1978
BENIHANA 920 Merchant's Concourse, Westbury (1) 7,400 173 April, 2003
HARU 205 West 43rd Street, New York (2) 4,400 119 May, 2001
HARU 1327 Third Avenue, New York (2) 2,200 46 September, 2001
HARU 1329 Third Avenue, New York (2) 4,000 78 December, 1999
HARU 433 Amsterdam Avenue, New York (2) 4,000 74 December, 1999
HARU 280 Park Avenue, New York (2) 6,350 132 August, 2001
HARU 220 Park Avenue South, New York (2) 4,650 160 February, 2005
OHIO:
BENIHANA 50 Tri-County Parkway, Cincinnati I (1) 7,669 235 June, 1978
BENIHANA 126 East 6th Street, Cincinnati II (1) 5,800 142 August, 1979
BENIHANA 23611 Chagrin Blvd., Beachwood (1) 10,393 273 May, 1973
OREGON:
BENIHANA 9205 S.W. Cascade Avenue, Beaverton (1) 6,077 200 August, 1986
PENNSYLVANIA
BENIHANA 2100 Greentree Road, Pittsburgh (1) 8,000 234 May, 1971
HARU 241-243 Chestnut Street, Philadelphia (1) 6,000 -0- Under development
TENNESSEE:
BENIHANA 912 Ridgelake Blvd., Memphis (1) 8,680 233 October, 1979
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
(3) Owned.
10
Benihana, Haru, Approx.
RA Sushi or Square Interior Date
Doraku Location Address Footage Seating Opened
- --------------- ------- ------- ------- ------
TEXAS:
BENIHANA 7775 Banner Drive, Dallas (3) 8,007 307 January, 1976
BENIHANA 3848 Oak Lawn Avenue, Dallas (1) 3.998 106 June, 1997
BENIHANA 1318 Louisiana Street, Houston I (2) 6,938 200 May, 1975
BENIHANA 1720 Lake Woodlands Drive, The Woodlands (3) 8,728 203 April, 2002
BENIHANA 5400 Whitehall Street, Irving (2) 8,565 172 May, 2002
BENIHANA 9707 Westheimer Road, Houston II (1) 7,669 274 November, 1977
BENIHANA 2579 Town Center Blvd., Sugar Land (1) 5,000 152 July, 1997
RA SUSHI Houston1(1) (Specific address not yet assigned) 5,600 -0- Under development
UTAH:
BENIHANA 165 S.W. Temple, Bldg. 1, Salt Lake City (1) 7,530 202 April, 1977
(1) Lease provides for minimum rent, plus additional rent based upon a
percentage of gross sales.
(2) Lease provides for fixed rent.
(3) Owned.
11
The Company leases approximately 14,100 square feet of space for its general
administrative offices in Miami, Florida at an annual rental of $236,000 and
8,000 square feet for a warehouse in Miami, Florida at an annual rental of
$39,000. The leases expire May 31, 2013 and October 31, 2005 respectively.
ITEM 3. LEGAL PROCEEDINGS
On July 2, 2004, Benihana of Tokyo, Inc. ("BOT"), which owns shares representing
approximately 43.6% of the votes represented by the Company's outstanding Common
Stock, commenced a lawsuit in the Court of Chancery of the State of Delaware
against the Company, members of the Company's Board of Directors and BFC
Financial Corporation ("BFC"), the purchaser of the Company's Convertible
Preferred Stock and discussed below in Note 15. The action, which purports to be
brought both individually and derivatively on behalf of the Company, seeks
temporary and permanent injunctive relief, monetary damages of $14.2 million for
loss of value of the Company's Common Stock and from $9.5 million to $10.8
million for loss of an alleged control premium, and recovery of costs and
expenses, in connection with the closing of the $20,000,000 sale of a new class
of Series B Preferred Stock of the Company to BFC, a diversified holding company
with operations in banking, real estate and other industries. John E. Abdo, a
director of the Company, serves as a Vice Chairman, director, and is a
significant shareholder of BFC. Among other relief sought, the action seeks
rescission of the sale of the Series B Preferred Stock to BFC.
The action alleges that the director defendants breached their fiduciary duties
in approving the financing transaction with BFC by diluting the voting power
represented by BOT's Common Stock holdings in the Company. The trial portion of
the litigation was completed on November 15, 2004 and a decision is expected in
the first quarter of the Company's fiscal year ending in 2006. The Company and
its Board of Directors believe that the BFC financing was and is in the
Company's best interest and all of its shareholders, that there is no merit to
the action brought by BOT, and have and intend to continue to vigorously defend
and oppose the action. Based on the above discussion, the Company has not
recorded a liability for this lawsuit, but legal expenses are being incurred to
defend the Company and members of the Board of Directors. Such legal expenses
amounted to $2,100,000 or $0.13 per diluted share for the fiscal year ended
March 27, 2005. There can be no assurance that an adverse outcome of the
litigation will not have a material adverse effect on the Company and its
financial position.
The Company is not subject to any other pending legal proceedings, other than
ordinary routine claims 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 REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated herein by reference to
Page 36 of the Company's 2005 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by reference to
Page 1 of the Company's 2005 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 13 of the Company's 2005 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
Pages 11 through 13of the Company's 2005 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by reference to
Pages 14through 33 of the Company's 2005 Annual Report to Shareholders.
12
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9.A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Annual Report. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that a material weakness existed in our internal controls over
financial reporting and consequently our disclosure controls and procedures were
not effective as of the end of the period covered by this Annual Report in
timely alerting them as to material information relating to our Company
(including our consolidated subsidiaries) required to be included in this Annual
Report.
The material weakness in our internal control over financial reporting as of
March 27, 2005 related to the fact that as a smaller public company, Benihana
Inc. had an insufficient number of personnel with clearly delineated and fully
documented responsibilities and with the appropriate level of accounting
expertise and insufficient documented procedures to identify and prepare a
conclusion on matters involving material accounting issues and to independently
review such conclusions as to the application of generally accepted accounting
principles. The lack of a sufficient number of personnel is not a sustainable
model for an internal control structure designed for external reporting
purposes. Among the factors management considered in determining whether a
material weakness existed was the restatement of its previously issued financial
statements for the classification of bank indebtedness between long-term and
short-term liabilities as a result of having a misunderstanding that a verbal
waiver of a loan covenant from its lender was insufficient to provide an
accounting basis to classify the debt as long-term and for issues regarding its
lease accounting. For these reasons, management has determined that a material
weakness in the effectiveness of the Company's internal controls over financial
reporting existed as of March 27, 2005. For more information, please refer to
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING included in
this Annual Report.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management's report on our internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and
the related report of our independent public accounting firm, are included in
our Annual Report under the headings MANAGEMENTS' REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING and REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING, respectively, and are
incorporated by reference.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING - MANAGEMENT'S REMEDIATION
OF THE MATERIAL WEAKNESS
Since March 27, 2005, to remediate this identified material weakness, management
has hired a controller who has an appropriate level of accounting experience and
education and who was, immediately prior to his employment with the Company, the
director of a major restaurant company's financial reporting process. The
Company has engaged a registered public accounting firm to consult on matters
involving complex or emerging accounting issues. Benihana Inc. will continue to
utilize, as necessary, the assistance of outside accounting experts when
encountering technically complex accounting issues. We believe that reliance on
such expert advice is a customary and acceptable part of maintaining sound
internal controls over financial reporting and will continue to utilize such
advice as part of our internal control procedures when considering unusual
issues for which the proper accounting treatment must be determined in
accordance with generally accepted accounting principles. Documentation to
clearly delineate financial reporting responsibilities and procedures is being
prepared. The expenses associated with such remediation are not expected to be
material.
ITEM 9.B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The information appearing under the caption "Election of Directors" on Pages 7
through 10 of the Company's Proxy Statement for its 2005 Annual Meeting of
Stockholders (the "Proxy Statement") is incorporated herein by reference.
13
We have adopted a written code of business conduct and ethics that applies to
our Chief Executive Officer, Chief Financial Officer and all of our officers and
directors and can be found on our website, which is located at WWW.BENIHANA.COM.
We intend to make all required disclosures concerning any amendments to, or
waivers from, our code of business conduct and ethics on our website.
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 required by Sections A through C of this Item is incorporated by
reference to the information appearing under the caption "Security Ownership of
Certain Beneficial Owners of Management" on Pages 3 through 7 of the Proxy
Statement.
The following is the information required by Section D of this Item:
EQUITY COMPENSATION PLAN INFORMATION
Number of securities
remaining available
Number of securities to Weighted average for future issuance
be issued upon exercise exercise price of under equity compensation
of outstanding options outstanding options plans (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
- ------------- ------------------- ------------------- ------------------------
(a) (b) (c)
Equity compensation
plans approved by 1,688,032 $11.23 1,101,493
security holders
Equity compensation
plans not approved by 22,825 8.86 -0-
security holders
Total 1,710,855 11.20 1,101,493
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the
Company's Proxy Statement.
PART IV
ITEM 15. 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 14 through 33
of the Company's 2005 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 27, 2005 and March 28,
2004.
Consolidated Statements of Earnings for the years ended March
27, 2005, March 28, 2004 and March 30, 2003.
Consolidated Statements of Stockholders' Equity for the years
ended March 27, 2005, March 28, 2004 and March 30, 2003.
Consolidated Statements of Cash Flows for the years ended March
27, 2005, March 28, 2004 and March 30, 2003.
14
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm on
consolidated Financial Statements.
Management's Report on Internal Audit Over Financial Reporting.
Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting.
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.
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 Directors' Stock Option Plan. Incorporated by reference
to Exhibit 10.08 to the S-4.
10.03 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.
10.04 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").
10.05 Amendments to the Directors' Stock Option Plan.
Incorporated by reference to Exhibit B to the 1998 Proxy
Statement.
10.06 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, 2000.
10.07 2003 Directors' Stock Option plan. Incorporated by
reference to Exhibit A to Benihana Inc. Proxy Statement
for its Annual Meeting of Stockholders held on August
21, 2003.
10.08 Restated Credit Agreement dated December 3, 2002 (the
"Credit Agreement") by and among Benihana Inc., the
Guarantors (as listed and defined therein), and Wachovia
Bank, National Association, as Agent and Lender.
Incorporated by reference to Exhibit 10.09 of the 2003
10-K.
10.09 Second Amendment to Credit Agreement dated November 19,
2004. Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended January 2, 2005.
15
10.10 Third Amendment to Credit Agreement dated November 23,
2004. Incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended January 2, 2005.
10.11 Fourth Amendment to Credit Agreement dated January 20,
2005. Incorporated by reference to Exhibit 10.3 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended January 2, 2005.
10.12 Fifth Amendment to Credit Agreement dated May 12, 2005.
10.13 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.
10.14 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.
10.15 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.
10.16 Employment Agreement dated April 1, 2001 between Taka
Yoshimoto and the Company. Incorporated by reference to
Exhibit 10.12 of the 2001 10-K.
10.17 Employment Agreement dated September 1, 2003 between
Kevin Aoki and the Company. Incorporated by reference to
Exhibit 10.2 of the Company's Quarterly Report on Form
10-Q for the quarterly year ended October 12, 2003.
10.18 Employment Agreement dated September 1, 2003 between
Juan C. Garcia and the Company. Incorporated by
reference to Exhibit 10.3 of the Company's Quarterly
Report on Form 10-Q for the quarterly year ended October
12, 2003.
10.19 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.
10.20 Employment Agreement dated September 1, 2005 between
Michael R. Burris and the Company. Incorporated by
reference to Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended October 12,
2003.
10.21 Amendment No. 1 dated May 27, 2004 to Employment
Agreement dated April 1, 2001 between Joel A. Schwartz
and the Company Incorporated by reference to Exhibit
10.18 to the 2004 10-K.
10.22 Preferred Stock Purchase Agreement between Benihana Inc.
and BFC Financial Corporation dated June 8, 2004.
Incorporated by reference to Exhibit 10.19 of the 2004
10-K
13.01 Portions of Annual Report to Stockholders for the year
ended March 27, 2005.
23.01 Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm.
23.02 Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm.
31.1 Chief Executive Officer's certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Chief Financial Officer's certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Chief Executive Officer's certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Chief Financial Officer's certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
16
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 24, 2005 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 24, 2005
- ----------------------------- Director (Principal
Joel A. Schwartz Executive Officer)
/s/ Taka Yoshimoto Executive Vice President - June 24, 2005
- ----------------------------- Restaurant Operations
Taka Yoshimoto and Director
/s/ Michael R. Burris Senior Vice President of June 24, 2005
- ----------------------------- Finance and Treasurer -
Michael R. Burris Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Kevin Y. Aoki Vice President - June 24, 2005
- ----------------------------- Marketing and Director
Kevin Y. Aoki
/s/ Juan C. Garcia Vice President - Controller June 24, 2005
- -----------------------------
Juan C. Garcia
/s/ Darwin C. Dornbush Secretary and Director June 24, 2005
- -----------------------------
Darwin C. Dornbush
/s/ John E. Abdo Director June 24, 2005
- -----------------------------
John E. Abdo
/s/ Norman Becker Director June 24, 2005
- -----------------------------
Norman Becker
/s/ Max Pine Director June 24, 2005
- -----------------------------
Max Pine
/s/ Robert B. Sturges Director June 24, 2005
- -----------------------------
Robert B. Sturges
/s/ Lewis Jaffe Director June 24, 2005
- -----------------------------
Lewis Jaffe
17