UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 27, 2005
Landry’s Restaurants, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-22150 | | 76-0405386 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 1510 West Loop South, Houston, Texas | | | | 77027 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: 713-850-1010
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 27, 2005, we filed an 8-K announcing the acquisition of the Golden Nugget Hotel and Casino in Las Vegas, Nevada, as well as the Golden Nugget Hotel and Casino in Laughlin, Nevada (the “Golden Nugget Group”). We incorporate the 8-K into this document by reference and hereby amend the 8-K to include the financial statements required hereinbelow.
Item 9.01 Financial Statements and Exhibits.
(a) (4) Financial statements of businesses acquired.
The financial statements required to be filed were previously reported in Poster Financial Group, Inc.’s (“PFG”) Annual Report on Form 10-K for the year ended December 31, 2004, and Quarterly Report on Form 10-Q for the period ended September 30, 2005, filed with the Securities and Exchange Commission. These financial statements are incorporated into this document by reference.
(b) Pro Forma financial information
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
The following Unaudited Pro Forma Combined Statements of Income give effect to the acquisition of all of the outstanding capital stock of PFG by Landry’s Gaming, Inc., an unrestricted subsidiary of Landry’s Restaurants, Inc. (“Landry’s”), as if the acquisition occurred on January 1, 2004. The Unaudited Pro Forma Combined Statements of Income for the year ended December 31, 2004 also includes the period from January 1, 2004 through January 22, 2004 when the Golden Nugget Group was a division of MGM MIRAGE.
The Unaudited Pro Forma Combined Statements of Income do not purport to indicate what the combined results of operations of Landry’s and PFG would have been had the acquisition occurred on January 1, 2004 or the results of operations that may be obtained in the future. The pro forma adjustments described in the accompanying notes are based on estimates derived from information currently available.
The Unaudited Pro Forma Combined Statements of Income should be read in conjunction with the consolidated financial statements and related notes of Landry’s and PFG contained in each company’s Annual Report on Form 10-K for the year ended December 31, 2004 and each company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2005, all of which are incorporated by reference into this document. Certain historical PFG amounts have been reclassified to conform to Landry’s presentation.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
Nine Months Ended September 30, 2005
| | | | | | | | | | | | | | |
| | | Landry’s
Restaurants, Inc.
| | Poster Financial
Group (a)
| | | Pro Forma
Adjustments
| | | Pro Forma
Combined
|
REVENUES | | $ | 926,007,593 | | $ | 186,780,814 | | | $ | — | | | $ | 1,112,788,407 |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | |
Cost of revenues | | | 255,103,355 | | | 12,946,067 | | | | — | | | | 268,049,422 |
Labor | | | 267,952,475 | | | 90,490,885 | | | | — | | | | 358,443,360 |
Other operating expenses | | | 223,737,828 | | | 61,517,690 | | | | (388,189 | )(b) | | | 284,867,329 |
General and administrative expenses | | | 43,248,642 | | | — | | | | | | | | 43,248,642 |
Depreciation and amortization | | | 45,474,458 | | | 12,972,216 | | | | (4,194,251 | )(c) | | | 54,252,423 |
Asset impairment expense | | | — | | | — | | | | — | | | | — |
Pre-opening expenses | | | 3,507,840 | | | — | | | | — | | | | 3,507,840 |
| | |
|
| |
|
|
| |
|
|
| |
|
|
Total operating costs and expenses | | | 839,024,598 | | | 177,926,858 | | | | (4,582,440 | ) | | | 1,012,369,016 |
| | |
|
| |
|
|
| |
|
|
| |
|
|
OPERATING INCOME | | | 86,982,995 | | | 8,853,956 | | | | 4,582,440 | | | | 100,419,391 |
OTHER EXPENSE (INCOME): | | | | | | | | | | | | | | |
Interest expense, net | | | 26,507,477 | | | 13,277,986 | | | | 1,712,877 | (d) | | | 41,498,340 |
Other, net | | | 331,572 | | | 1,589,611 | | | | — | | | | 1,921,183 |
| | |
|
| |
|
|
| |
|
|
| |
|
|
Total other expense | | | 26,839,049 | | | 14,867,597 | | | | 1,712,877 | | | | 43,419,523 |
| | |
|
| |
|
|
| |
|
|
| |
|
|
INCOME (LOSS) BEFORE INCOME TAXES | | | 60,143,946 | | | (6,013,641 | ) | | | 2,869,563 | | | | 56,999,868 |
PROVISION FOR INCOME TAXES | | | 19,246,063 | | | — | | | | (1,006,105 | )(e) | | | 18,239,958 |
| | |
|
| |
|
|
| |
|
|
| |
|
|
NET INCOME (LOSS) | | $ | 40,897,883 | | $ | (6,013,641 | ) | | $ | 3,875,668 | | | $ | 38,759,910 |
| | |
|
| |
|
|
| |
|
|
| |
|
|
EARNINGS PER SHARE INFORMATION: | | | | | | | | | | | | | | |
BASIC - | | | | | | | | | | | | | | |
Net income | | $ | 1.81 | | | | | | | | | | $ | 1.72 |
Weighted average number of common shares outstanding | | | 22,575,000 | | | | | | | | | | | 22,575,000 |
DILUTED - | | | | | | | | | | | | | | |
Net income | | $ | 1.75 | | | | | | | | | | $ | 1.66 |
Weighted average number of common and common share equivalents outstanding | | | 23,300,000 | | | | | | | | | | | 23,300,000 |
The accompanying notes are an integral part of these Unaudited Pro Forma Combined Statements of Income.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
Year Ended December 31, 2004
| | | | | | | | | | | | | | | | | |
| | | Landry’s
Restaurants, Inc.
| | Poster Financial Group
| | | Golden Nugget Group (h)
| | Pro Forma
Adjustments
| | | Pro Forma
Combined
|
REVENUES | | $ | 1,167,475,165 | | $ | 242,656,918 | | | $ | 14,804,704 | | | | | | $ | 1,424,936,787 |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | |
Cost of revenues | | | 326,108,007 | | | 18,535,249 | | | | 1,104,480 | | | | | | | 345,747,736 |
Labor | | | 337,633,530 | | | 118,925,008 | | | | 6,733,292 | | | | | | | 463,291,830 |
Other operating expenses | | | 282,411,954 | | | 81,983,960 | | | | 4,108,677 | | | | | | | 368,504,591 |
General and administrative expenses | | | 58,319,642 | | | — | | | | — | | | | | | | 58,319,642 |
Depreciation and amortization | | | 57,294,123 | | | 15,364,753 | | | | 805,962 | | | (4,215,650 | )(c) | | | 69,249,188 |
Asset impairment expense | | | 1,708,654 | | | — | | | | — | | | — | | | | 1,708,654 |
Pre-opening expenses | | | 5,203,518 | | | — | | | | — | | | — | | | | 5,203,518 |
| | |
|
| |
|
|
| |
|
| |
|
|
| |
|
|
Total operating costs and expenses | | | 1,068,679,428 | | | 234,808,970 | | | | 12,752,411 | | | (4,215,650 | ) | | | 1,312,025,159 |
| | |
|
| |
|
|
| |
|
| |
|
|
| |
|
|
OPERATING INCOME | | | 98,795,737 | | | 7,847,948 | | | | 2,052,293 | | | 4,215,650 | | | | 112,911,628 |
OTHER EXPENSE (INCOME): | | | | | | | | | | | | | | | | | |
Interest expense, net | | | 15,185,605 | | | 16,646,260 | | | | 207,476 | | | 3,243,560 | (f) | | | 35,282,901 |
Other, net | | | 13,543,626 | | | 397,921 | | | | 869,738 | | | (843,738 | )(g) | | | 13,967,547 |
| | |
|
| |
|
|
| |
|
| |
|
|
| |
|
|
Total other expense | | | 28,729,231 | | | 17,044,181 | | | | 1,077,214 | | | 2,399,822 | | | | 49,250,448 |
| | |
|
| |
|
|
| |
|
| |
|
|
| |
|
|
INCOME (LOSS) BEFORE INCOME TAXES | | | 70,066,506 | | | (9,196,233 | ) | | | 975,079 | | | 1,815,828 | | | | 63,661,180 |
PROVISION FOR INCOME TAXES | | | 3,544,778 | | | — | | | | 307,149 | | | (631,205 | )(e) | | | 3,220,722 |
| | |
|
| |
|
|
| |
|
| |
|
|
| |
|
|
NET INCOME (LOSS) | | $ | 66,521,728 | | $ | (9,196,233 | ) | | $ | 667,930 | | $ | 2,447,033 | | | $ | 60,440,458 |
| | |
|
| |
|
|
| |
|
| |
|
|
| |
|
|
EARNINGS PER SHARE INFORMATION: | | | | | | | | | | | | | | | | | |
BASIC - | | | | | | | | | | | | | | | | | |
Net income | | $ | 2.46 | | | | | | | | | | | | | $ | 2.24 |
Weighted average number of common shares outstanding | | | 27,000,000 | | | | | | | | | | | | | | 27,000,000 |
DILUTED - | | | | | | | | | | | | | | | | | |
Net income | | $ | 2.39 | | | | | | | | | | | | | $ | 2.17 |
Weighted average number of common and common share equivalents outstanding | | | 27,800,000 | | | | | | | | | | | | | | 27,800,000 |
The accompanying notes are an integral part of these Unaudited Pro Forma Combined Statements of Income.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
The following is a summary of the significant assumptions and adjustments used in preparing the Unaudited Pro Forma Combined Statements of Income for the nine months ended September 30, 2005 and the year ended December 31, 2004.
| (a) | Represents the results of operations for PFG prior to the acquisition by Landry’s. Operations subsequent to the purchase of PFG on September 27, 2005 are included in Landry’s historical results. |
| (b) | To eliminate professional fees incurred by PFG directly related to the transaction. |
| (c) | Depreciation and amortization is adjusted to reflect the preliminary purchase price allocation. |
| (d) | Interest expense, net is adjusted to reflect increased borrowings associated with the cash paid for the transaction, amortization of the fair value premium on PFG’s senior secured notes due 2011, to eliminate amortization of deferred financing costs and to reflect lower interest rates associated with the amendment to PFG’s senior secured revolving credit facility. |
| (e) | Provision for income taxes is adjusted to reflect the tax effect of the pro forma adjustments, as well as to reflect the tax position of the pro forma combined companies. |
| (f) | Interest expense, net is adjusted to reflect increased borrowings associated with the cash paid for the transaction, amortization of the fair value premium on PFG’s senior secured notes due 2011, to eliminate intercompany interest charges from MGM MIRAGE, amortization of deferred financing costs and to reflect lower interest rates associated with the amendment to PFG’s senior secured revolving credit facility. |
| (g) | To eliminate management fee charges from MGM MIRAGE. |
| (h) | Includes the period from January 1, 2004 – January 22, 2004, when the Golden Nugget Group was a division of MGM MIRAGE. |
(c) Exhibits.
The following exhibits are filed herewith:
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | | Landry’s Restaurants, Inc. |
| | |
| December 13, 2005 | | By: | | /s/ Steven L. Scheinthal
|
| | | Name: | | Steven L. Scheinthal |
| | | Title: | | Executive Vice President and General Counsel |
