UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2009
LANDRY’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 000-22150 | | 76-0405386 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1510 West Loop South
Houston, TX 77027
(Address of principal executive offices)
Registrant’s telephone number, including area code: (713) 850-1010
N/A
(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 230.25) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.12a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c)) |
| ITEM 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On November 6, 2009, Landry’s Restaurants, Inc. and its independent registered public accounting firm determined that it did not properly consider the accreted value of its redeemable non-controlling interests arising from its right to acquire a minority interest in T-Rex Cafe, Inc. in its determination of net income available to Landry’s common stockholders in the first and second quarter of 2009. The Company discussed this matter with its Audit Committee and its independent registered public accounting firm. The Audit Committee has further discussed this matter with its independent registered public accounting firm. In connection with the restatement, the Company identified a material weakness in disclosure controls and procedures and concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2009 and June 30, 2009 due to a material weakness in its internal control over financial reporting solely related to this restatement of net income available to the Company’s stockholders for the purposes of calculating earnings per share. The Company will amend its quarterly filings on Form 10-Q for the quarterly periods ended March 31, 2009 and June 30, 2009. Such amendments will have no effect on the Company’s cash flows or financial position. The amended filings will reflect the following:
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| Three Months Ended
March 31, 2009 |
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| Three Months Ended
June 30, 2009 |
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| Six Months Ended
June 30, 2009 |
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| | | As reported | | | As restated | | | As reported | | | As restated | | | As reported | | | As restated | |
Amounts available to Landry’s common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 7,124,149 | | | $ | 6,059,386 | | | $ | 8,313,179 | | | $ | 6,652,301 | | | $ | 15,437,328 | | | $ | 12,711,687 | |
Loss from discontinued operations | | | (50,903 | ) | | | (50,903 | ) | | | (47,867 | ) | | | (47,867 | ) | | | (98,770 | ) | | | (47,867 | ) |
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Net income (loss) | | $ | 7,073,246 | | | $ | 6,008,483 | | | $ | 8,265,312 | | | $ | 6,604,434 | | | $ | 15,338,558 | | | $ | 12,663,820 | |
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EARNINGS (LOSS) PER SHARE INFORMATION: | | | | | | | | | | | | | | | | | | | | | | | | |
Amounts available to Landry’s common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | |
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BASIC | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.44 | | | $ | 0.37 | | | $ | 0.52 | | | $ | 0.42 | | | $ | 0.96 | | | $ | 0.79 | |
Loss from discontinued operations | | | — | | | | — | | | | (0.01 | ) | | | (0.01 | ) | | | (0.01 | ) | | | (0.01 | ) |
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Net income (loss) | | $ | 0.44 | | | $ | 0.37 | | | $ | 0.51 | | | $ | 0.41 | | | $ | 0.95 | | | $ | 0.78 | |
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Weighted average number of common shares outstanding | | | 16,140,000 | | | | 16,140,000 | | | | 16,140,000 | | | | 16,140,000 | | | | 16,140,000 | | | | 16,140,000 | |
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DILUTED | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.44 | | | $ | 0.37 | | | $ | 0.51 | | | $ | 0.42 | | | $ | 0.96 | | | $ | 0.79 | |
Loss from discontinued operations | | | — | | | | — | | | | (0.01 | ) | | | (0.01 | ) | | | (0.01 | ) | | | (0.01 | ) |
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Net income (loss) | | $ | 0.44 | | | $ | 0.37 | | | $ | 0.50 | | | $ | 0.41 | | | $ | 0.95 | | | $ | 0.78 | |
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Weighted average number of common and common share equivalents outstanding | | | 16,155,000 | | | | 16,155,000 | | | | 16,205,000 | | | | 16,205,000 | | | | 16,180,000 | | | | 16,180,000 | |
As a result of this determination, the Company has concluded that the financial statements for the first and second quarter of 2009 which were previously filed, should no longer be relied upon because of this error.
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.
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| Dated: November 6, 2009 | | LANDRY’S RESTAURANTS, INC. |
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| | By: | | /S/ STEVEN L. SCHEINTHAL |
| | | | Steven L. Scheinthal Executive Vice President and General Counsel |
