UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997.
Commission file number 000-22150
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LANDRY'S SEAFOOD RESTAURANTS, INC.
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(Exact name of the registrant as specified in its charter)
Delaware 74-0405386
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056
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(Address of principal executive offices)
(713) 850-1010
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(Registrant's telephone number)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
As of May 13, 1997 there were
25,323,758 shares of $0.01 par value
common stock outstanding.
LANDRY'S SEAFOOD RESTAURANTS, INC.
INDEX
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PART I. FINANCIAL INFORMATION NUMBER
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Item 1. Financial Statements 2
Condensed Unaudited Consolidated Balance Sheets at March 31, 1997 and
December 31, 1996 3
Condensed Unaudited Consolidated Statements of Income for the Three Months
Ended March 31, 1997 and March 31, 1996 4
Condensed Unaudited Consolidated Statements of Stockholders' Equity 5
for the Three Months Ended March 31, 1997
Condensed Unaudited Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1997 and March 31, 1996 6
Notes to Condensed Unaudited Consolidated Financial Statements 7-8
Item 2.
Management's Discussion and Analysis of Financial Condition and Results
of Operations 9-12
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PART II. OTHER INFORMATION
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Item 1. Legal Proceedings Not Applicable
Item 2. Changes in Securities Not Applicable
Item 3. Defaults upon Senior Securities Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders Not Applicable
Item 5. Other Information Not Applicable
Item 6. Exhibits and Reports on Form 8-K Not Applicable
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Signatures 14
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1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying condensed unaudited consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the Company, all
adjustments (consisting only of normal recurring entries) necessary for fair
presentation of the Company's results of operations, financial position and
changes therein for the periods presented have been included.
2
LANDRY'S SEAFOOD RESTAURANTS, INC.
CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
ASSETS 1997 1996
----------------------- ------------- ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 37,660,487 $ 57,267,986
Accounts receivable--trade and other 9,949,152 10,575,874
Inventory 10,651,892 11,965,894
Other current assets 5,621,175 5,602,727
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Total current assets 63,882,706 85,412,481
PROPERTY AND EQUIPMENT, net 223,954,771 189,895,392
GOODWILL, net of amortization of $1,019,000
and $1,006,000, respectively 3,034,938 3,047,950
OTHER ASSETS, net 2,889,134 2,842,892
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Total assets $293,761,549 $281,198,715
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 14,601,955 $ 10,655,053
Accrued liabilities 11,563,883 9,888,159
Current portion of long-term notes
and other obligations 413,811 492,555
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Total current liabilities 26,579,649 21,035,767
LONG-TERM NOTES AND OTHER OBLIGATIONS,
NON-CURRENT 221,184 221,184
DEFERRED INCOME TAXES & OTHER LIABILITIES 3,494,353 3,494,353
------------ ------------
Total liabilities 30,295,186 24,751,304
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 2,000,000 shares
authorized, 28,398 issued and outstanding 284 284
Common stock, $0.01 par value, 60,000,000 shares
authorized, 25,328,676 and 25,225,356 issued and
outstanding, respectively 253,286 252,253
Additional paid-in capital 239,306,896 238,083,067
Retained earnings 23,905,897 18,111,807
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Total stockholders' equity 263,466,363 256,447,411
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Total liabilities and stockholders' equity $293,761,549 $281,198,715
============ ============
The accompanying notes are an integral part of these condensed unaudited financial statements.
3
LANDRY'S SEAFOOD RESTAURANTS, INC.
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
-------------------------------
March 31,
1997 1996
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REVENUES:
Restaurant $64,300,777 $51,561,554
Processing Plant ---- 1,509,274
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Total Revenues 64,300,777 53,070,828
OPERATING COSTS AND EXPENSES:
Cost of sales 19,655,180 15,973,050
Restaurant labor 16,444,821 13,202,378
Other restaurant operating expenses 13,937,725 11,145,987
Depreciation and amortization 3,383,298 3,060,137
Processing plant cost of sales and
operating expenses ---- 1,596,237
General and administrative expenses 2,302,172 2,605,394
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Total operating costs and expenses 55,723,196 47,583,183
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OPERATING INCOME 8,577,581 5,487,645
OTHER (INCOME) EXPENSE:
Interest (income) expense, net (491,800) 40,711
Other, net 16,116 58,154
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Total other (income) expense (475,684) 98,865
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INCOME BEFORE INCOME TAXES 9,053,265 5,388,780
PROVISION FOR INCOME TAXES 3,259,175 1,930,141
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NET INCOME $ 5,794,090 $ 3,458,639
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NET INCOME PER SHARE $0.22 $0.17
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES AND COMMON SHARE
EQUIVALENTS OUTSTANDING 26,000,000 20,959,000
=========== ===========
The accompanying notes are an integral part of these condensed unaudited
financial statements.
4
LANDRY'S SEAFOOD RESTARUANTS, INC
CONDENSED UNAUDITED CONSOLIDATED STATEMENT OF
STOCKHOLDERS' EQUITY
Preferred Stock Common Stock Additional
----------------------- ------------------- Paid-In Retained
Shares Amount Shares Amount Capital Earnings Total
----------- --------- ---------- -------- ------------ ----------- ------------
Balance, December 31, 1996 28,398 $ 284 25,225,356 $252,253 $238,083,067 $18,111,807 $256,447,411
Net income --- --- --- --- --- 5,794,090 5,794,090
Exercise of stock options
and income tax benefit --- --- 103,320 1,033 1,223,829 --- 1,224,862
----------- --------- ---------- -------- ------------ ----------- ------------
Balance, March 31, 1997 28,398 $ 284 25,328,676 $253,286 $239,306,896 $23,905,897 $263,466,363
=========== ========= ========== ======== ============ =========== ============
The accompanying notes are an integral part of these condensed unaudited financial statements.
5
LANDRY'S SEAFOOD RESTAURANTS, INC.
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
----------------------------
March 31
1997 1996
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income $ 5,794,090 $ 3,458,639
Adjustments to reconcile net income to net
cash provided by operating activities--
Depreciation and amortization 3,383,298 3,060,137
Change in assets and liabilities-net 7,351,415 (828,061)
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Total adjustments 10,734,713 2,232,076
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Net cash provided by (used in) operating activities 16,528,803 5,690,715
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CASH FLOWS FROM INVESTING
ACTIVITIES:
Property and equipment additions (36,630,748) (15,696,737)
Other assets (139,569) (12,796)
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Net cash used in investing activities (36,770,317) (15,709,533)
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Payments on notes payable and other long-term
obligations (78,745) (556,553)
Borrowings on notes payable ---- 2,294,401
Proceeds from exercise of stock options 712,760 1,266,030
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Net cash provided by (used in) financing activities 634,015 3,003,878
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (19,607,499) (7,014,940)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 57,267,986 17,701,721
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CASH AND CASH EQUIVALENTS AT
============ ============
END OF PERIOD $ 37,660,487 $ 10,686,781
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SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash payments during the period for--
Income taxes $ --- $ 17,800
Interest 14,500 302,637
The accompanying notes are an integral part of these unaudited condensed financial statements.
6
LANDRY'S SEAFOOD RESTARUANTS, INC.
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The financial statements included herein have been prepared by the Company
without audit, except for the consolidated balance sheet as of December 31,
1996. The financial statements include all adjustments, consisting of normal,
recurring adjustments and accruals, which the Company considers necessary for
fair presentation of its financial position and results of operations. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. This information is contained in the Company's December
31, 1996, consolidated financial statements filed with the Securities and
Exchange Commission on Form 10-K.
Cash and Cash Equivalents
For purposes of the condensed statements of cash flows, the Company
considers all highly liquid investments with original maturities of three months
or less to be cash equivalents.
Goodwill and Non-Compete Agreements
Goodwill and non-compete agreements are amortized over 30 years and 15
years (or the life of the related agreement), respectively.
Earnings per Share
Net income per share has been computed by dividing net income by the
weighted average common and common share equivalents outstanding, if material.
Common stock equivalent shares, which relate to stock options, are included in
the weighted average using the treasury stock method, when the effect is
material and dilutive.
New Accounting Principles
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS
No. 128 revises the methodology to be used in computing earnings per share (EPS)
such that the computations required for primary and fully diluted EPS are to be
replaced with basic and diluted EPS. Basic EPS is computed by dividing net
income by the weighted average number of shares of common stock outstanding
during the year. Diluted EPS is computed in the same manner as fully diluted
EPS, except that, among other changes, the average share price for the period is
used in all cases when applying the treasury stock method to potentially
dilutive outstanding options.
7
LANDRY'S SEAFOOD RESTARUANTS, INC.
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company will adopt SFAS No. 128 effective December 15, 1997, and will
restate EPS for all periods presented. The Company anticipates that the restated
amounts for basic and diluted EPS will be slightly higher than the previously
reported amounts for the unaudited three months ended March 31, 1996 and 1997.
2. Accrued Liabilities
Accrued liabilities are comprised of the following:
March 31, 1997 December 31, 1996
-------------- -----------------
Payroll and related costs $ 2,841,951 $1,431,765
Deferred income taxes 300,000 300,000
Taxes, other than payroll and income
taxes 2,948,756 2,352,870
Merger costs 2,133,936 2,251,923
Other 3,339,240 3,551,601
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$11,563,883 $9,888,159
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3. Debt
The Company has a $25 million unsecured line of credit from a bank which
matures in June 1997, and is available for expansion and other general corporate
purposes. The terms of the line of credit require periodic or monthly interest
payments; interest on borrowings at the bank's reference rate, as defined, or an
Offshore Rate plus 3/4%, as defined; and, for the Company to maintain tangible
net worth, as defined, of $90 million. Moreover, the terms prohibit the Company
from incurring losses in two consecutive quarters. The Company is currently
negotiating an increase in the amount and term of the line of credit.
The Company retired substantially all of Bayport Restaurant Group's
("Bayport") outstanding debt upon the consummation of the merger of the Company
and Bayport, including amounts borrowed under the Company's credit line which
was used to fund certain of Bayport's construction projects prior to the merger.
4. Contingencies
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. Management believes, based on discussions with
its legal counsel and in consideration of reserves recorded, that the outcome of
all legal actions will not have a material adverse effect upon the consolidated
financial position and results of operations of the Company.
8
LANDRY'S SEAFOOD RESTARUANTS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Introduction
As of May 1, 1997, the Company owned and operated 92 full-service, casual
dining seafood restaurants located in 22 states. In addition, the Company
operates three limited menu take-out service units under the name "Capt. Crab
Take-Away's."
The Company's operations may be impacted by changes in federal and state
taxes and other federal and state governmental policies which include many
possible factors such as the level of minimum wages, the deductibility of
business and entertainment expenses, levels of disposable income and national
and regional economic growth. The recent enactment of staged increases to
federally mandated minimum wage will increase the Company's labor costs.
Effective October 1, 1996, the federal minimum wage increased from $4.25/hour to
$4.75/hour, and is scheduled to further increase to $5.15/hour effective
September 1, 1997. The new minimum wage increases affected primarily initial
entry-level wages of the least skilled jobs in the Company's restaurant
kitchens, as the federal law mandated an offsetting increase in the tip-credit
amounts for tipped employees (i.e., waitstaff).
Upon consummation of the merger with Bayport, the Company's restaurant base
has increased significantly. The Bayport restaurants have materially different
profit margins, costs to construct, costs of sales, operating expenses, and
other restaurant performance factors than the Company's existing restaurants.
The Company is making efforts to reduce construction and operating costs of the
Bayport restaurants without reducing the quality of their service or food.
However, there can be no assurances that the Company will be able to operate the
Bayport restaurants in a manner that is different from the way such restaurants
were historically constructed and operated. As a result, the Company's profit
margin, cost to construct, cost of sales as percentages of restaurant sales,
operating expenses and other restaurant performance factors may be materially
different than the Company's on a historical stand-alone basis.
The report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which are intended to be covered
by the safe harbors created thereby. Investors are cautioned that all forward-
looking statements involve risks and uncertainty, including without limitation,
the ability of the Company to continue its accelerated expansion strategy,
successful integration of the Crab House restaurants into the Company, changes
in costs of food, labor, and employee benefits, the ability of the Company to
continue to acquire prime locations at acceptable lease or purchase terms, as
well as general market conditions, competition, and pricing. Although the
Company believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved.
9
LANDRY'S SEAFOOD RESTARUANTS, INC.
Results of Operations
Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996
Revenues increased $11,229,949, or 21.2%, from $53,070,828 to $64,300,777
in the three months ended March 31, 1997, compared to the three months ended
March 31, 1996. The increase in revenue was primarily attributable to revenues
from new restaurant openings offset by a reduction in processing plant revenues
of $1,509,274. There was a nominal change in revenues from units opened prior
to 1995. Several of the Company's restaurants that opened during late 1995 and
early 1996 opened at volumes in excess of the Company's average unit volumes.
Subsequently, however, the Company has experienced a moderation of their initial
unit volumes.
As a primary result of increased revenues, restaurant cost of sales
increased $3,682,130, or 23.1%, from $15,973,050 to $19,655,180 in the three
months ended March 31, 1997 compared to the same period in the prior year. Cost
of sales as a percentage of revenues for the three months ended March 31, 1997
decreased to 30.6% from 31.0% in 1996. The decrease in cost of sales as a
percentage of revenues primarily reflects better management cost controls in
1997.
Restaurant labor expenses increased $3,242,443, or 24.6%, from $13,202,378
to $16,444,821 in the three months ended March 31, 1997 compared to the same
period in the prior year. Restaurant labor expenses as a percentage of revenues
for three months ended March 31, 1997, remained flat at 25.6%.
Other restaurant operating expenses increased $2,791,738, or 25.0%, from
$11,145,987 to $13,937,725 in the three months ended March 31, 1997, compared to
the same period in the prior year, as a result of increased revenues and the
opening of new restaurants since March 31, 1996. Such expenses increased as a
percentage of revenues to 21.7% from 21.6% primarily as a result of higher
occupancy and other operating costs of the new Crab House restaurants.
Depreciation and amortization expenses increased $323,161 or 10.6% from
$3,060,137 to $3,383,298 in the three months ended March 31, 1997, compared to
the same period in the prior year. The increase was primarily due to the
addition of new restaurants and purchases of new equipment.
General and administrative expenses decreased $303,222, or 11.6%, from
$2,605,394 to $2,302,172 compared to the same period of the prior year, and
decreased as a percentage of revenues to 3.6% from 4.9%. During the three
months ended March 31, 1996, Landry's and Bayport operated as separate companies
and were increasing the general and administrative expenses to support each
company's separate growth plans. However, upon the consummation of the merger,
Bayport's corporate offices were closed and substantially all of Bayport's
office employees were terminated. As a result, general and administrative
expenses, in total and as a percentage revenues, were less than the combined
expenses of the separate companies for the three months ended March 31, 1997
compared to the same period in the prior year.
10
LANDRY'S SEAFOOD RESTARUANTS, INC.
Net interest income increased by $532,511 for the three months ended March
31, 1997 compared to the same period in the prior year. The increase resulted
primarily from the Company's investment of excess cash in interest bearing
securities subsequent to the Company's public stock offerings. Other expenses,
net decreased by $42,038, and was not deemed significant.
Provision for income taxes increased by $1,329,034 from $1,930,141 in 1996
to $3,259,175 in 1997 primarily due to the change in the Company's income.
Liquidity and Capital Resources
For the three months ended March 31, 1997 the combined capital expenditures
of the Company was approximately $36.6 million which was funded out of existing
cash balances and cash flow from operations. During 1996, the Company incurred
merger costs related to the acquisition of Bayport and repaid the pre-merger
outstanding indebtedness of Bayport. As a result, the combined entities cash
balances declined from approximately $119 million at June 30, 1996, immediately
prior to the merger, to approximately $57 million at December 31, 1996, and the
majority of the outstanding debt of the combined companies was eliminated.
In 1994 and 1995 the Company, exclusive of Bayport, spent approximately $32
million and $71 million on capital expenditures. Since 1993, the Company has
funded capital expenditures primarily from proceeds of common stock offerings,
and in part from cash flow from operations of approximately $10 million and $19
million, respectively. Separately, Bayport spent approximately $5 million and
$19 million in 1994 and 1995 on capital expenditures. In recent years and
through the date of the merger, Bayport primarily funded capital expenditures
out of borrowings.
The Company's current development plan is to open at least 25 - 30
restaurants in 1997. Exclusive of any acquisitions or large real estate
purchases, the Company currently expects to incur capital expenditures of up to
$75 - $80 million in 1997, depending upon the actual timing of construction
expenditures, the number of land purchases, the amount of expenditures spent on
remodels, and the mix of leased, owned or conversion type locations. The
Company expects that its average per unit investment, excluding real estate
costs and pre-opening expenses, to approximate $2 million. Crab House
restaurants have historically been a significantly higher average unit
investment cost due to their size, geographic location and other factors. On a
go-forward basis, the Company will attempt to reduce the average new unit
investment costs of future Crab House restaurants to an amount more comparable
to the Company's other restaurants. However, individual unit investment costs
can vary from management's expectations due to a variety of factors. Moreover,
average unit investment costs are dependent upon many factors, including
competition for sites, location, construction costs, unit size and the mix of
conversions, build-to-suit, leased and fee-owned locations. The Company
currently anticipates that it will continue to purchase a portion of its new
restaurant locations, which are expected to be more costly than leased
locations. The Company believes that existing cash balances, cash generated
from operations and potential financing sources will be sufficient to satisfy
the Company's working capital and capital expenditure requirements through 1997.
11
LANDRY'S SEAFOOD RESTARUANTS, INC.
The Company has a $25 million line of credit which expires in June, 1997.
The Company is currently negotiating an increase in the amount and term of the
line of credit.
Seasonality and Quarterly Results
The Company's business is seasonal in nature, with revenues and, to a
greater degree, operating profits being lower in the first and fourth quarters
than in other quarters due to the Company's reduced winter volumes. The timing
of unit openings can and will affect quarterly results. To a degree, the
Company anticipates some moderation in revenues from the initial volumes of
units opened in the first and fourth quarters.
Impact of Inflation
Management does not believe that inflation has had a significant effect on
the Company's operations during the past several years. Management believes the
Company has historically been able to pass on increased costs through menu price
increases, but there can be no assurance that it will be able to do so in the
future. Future increases in land and construction costs could adversely affect
the Company's ability to expand.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS Not Applicable
ITEM 2. CHANGES IN SECURITIES Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable
ITEM 5. OTHER INFORMATION Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS - NONE
(B) REPORTS ON FORM 8-K -NONE
13
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 thereunto duly authorized.
Landry's Seafood Restaurants, Inc.
(Registrant)
/s/ Tilman J. Fertitta
----------------------------------
Tilman J. Fertitta
Chairman of the Board of Directors
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Paul S. West
------------------------------------
Paul S. West
Vice President-Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: May 14, 1997
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14