8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2006

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)	(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 2.02. Results of Operations and Financial Condition.

On August 9, 2006, Landry’s Restaurants, Inc. (the “Company”) announced financial results for the second quarter ended June 30, 2006. The full text of the press release is set forth in Exhibit 99.1 hereto. The information in this report, including the exhibit thereto, is being furnished and is not deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information in this current report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Exchange Act of 1933, except as otherwise expressly stated in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated August 9, 2006.

The information in this report, including the exhibit hereto, is not deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information in this current report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Exchange Act of 1933, except as otherwise expressly stated in such filing.

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.

Dated: August 9, 2006	LANDRY’S RESTAURANTS, INC.
	By:	/s/ Steven L. Scheinthal
		Steven L. Scheinthal Executive Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

Landry’s Restaurants, Inc. (‘LNY’/NYSE) - Second Quarter 2006 Results

HOUSTON, August 9 /PRNewswire-FirstCall/ — Landry’s Restaurants, Inc. (NYSE: LNY - News; the “Company”), one of the nation’s largest casual dining and entertainment companies, today announced its financial results for the second quarter ended June 30, 2006.

Revenues for the three months ended June 30, 2006, totaled $390.1 million, as compared to $325.2 million a year earlier. Net interest expense associated with the Company’s $850.0 million refinancing in the fourth quarter of 2004 in preparation for the Golden Nugget acquisition was $15.5 million in the second quarter 2006, compared to only $8.6 million in the second quarter of 2005. In addition, as previously announced, certain underperforming Joe’s Crab Shack units were closed during the second quarter resulting in asset impairment and store closing charges of $8.8 million pre-tax or $5.98 million after tax ($0.27 per share – diluted). Furthermore, stock compensation expense for the three months ended June 30, 2006 was $0.04 per share – diluted. Therefore, net income for the second quarter was $9.6 million, compared to $17.5 million in the previous year. Earnings per share (diluted) for the quarter were $0.43, compared to $0.78 in 2005. Earnings per share, excluding the impairment and store closing charges, were $0.70 per share – diluted. Same store sales for the Company’s restaurants were positive 1% for the quarter.

Revenues for the six months ended June 30, 2006, totaled $747.1 million, as compared to $606.5 million a year earlier. Net interest expense for the six months ended June 30, 2006 was $30.4 million, compared to $17.2 million for the same period in 2005. Stock compensation expense for the six months was $0.06 per share – diluted. As a result, net earnings for the six months were $16.5 million, compared to $24.9 million reported last year. Earnings per share – (diluted) for the six months were $0.75, compared to $1.04 reported last year. Excluding the asset impairment and store closing charge, earnings per share – diluted for the six months ended June 30, 2006 were $1.05.

The Company opened three restaurants and the Tower of Americas located in San Antonio, TX during the second quarter, including one Joe’s Crab Shack and two Saltgrass Steak House restaurants. Since the end of the second quarter, the Company has also opened the first T-Rex Cafe in Kansas City, KS.

The Company operated 311 full service restaurants as of June 30, 2006, primarily under the trade names Joe’s Crab Shack, Landry’s Seafood House, The Crab House, Charley’s Crab, Chart House, the Rainforest Cafe and Saltgrass Steak House. In addition, the Company operates several limited service restaurants, hotels, amusements and retail outlets.

CONTACT:	Tilman J. Fertitta	or	Rick H. Liem
	Chairman, President		Senior Vice President
	and CEO		and CFO
	(713) 850-1010		(713) 850-1010
	www.landrysrestaurants.com		www.landrysrestaurants.com

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by safe harbors created thereby. Stockholders are cautioned that all forward-looking statements are based largely on the Company’s expectations and involve risks and uncertainties, some of which cannot be predicted or are beyond the Company’s control. A statement containing a projection of revenues, income, earnings per share, same store sales, capital expenditures, or future economic performance are just a few examples of forward-looking statements. Some factors that could realistically cause results to differ materially from those projected in the forward-looking statements include ineffective marketing or promotions, competition, weather, store management turnover, a weak economy, higher interest rates and gas prices, construction at the Golden Nugget properties, negative same store sales, or the Company’s inability to continue its expansion strategy. The Company may not update or revise any forward-looking statements made in this press release.

LANDRY’S RESTAURANTS, INC.

CONSOLIDATED INCOME STATEMENTS (000’s except per share amounts)

	For the quarter ended June 30, 2006				For the quarter ended June 30, 2005				For the six months ended June 30, 2006				For the six months ended June 30, 2005
REVENUES	$	390,138	100.0	%	$	325,152	100.0	%	$	747,137	100.0	%	$	606,496	100.0	%
COST OF SALES		95,527	24.5	%		89,915	27.6	%		181,596	24.3	%		168,499	27.8	%
LABOR		124,665	32.0	%		92,579	28.5	%		242,595	32.5	%		176,111	29.1	%
OTHER RESTAURANT OPERATING EXPENSES		96,496	24.7	%		76,961	23.7	%		187,163	25.0	%		146,958	24.2	%
UNIT LEVEL PROFIT		73,450	18.8	%		65,697	20.2	%		135,783	18.2	%		114,928	18.9	%
GENERAL & ADMINISTRATIVE		16,024	4.1	%		14,928	4.6	%		33,078	4.4	%		28,614	4.7	%
PRE-OPENING COSTS		1,368	0.4	%		1,251	0.4	%		3,440	0.5	%		2,170	0.3	%
DEPRECIATION & AMORTIZATION		18,830	4.8	%		15,104	4.6	%		37,283	5.0	%		29,860	4.9	%
ASSET IMPAIRMENT EXPENSE		7,413	1.9	%		—	0.0	%		8,301	1.1	%		—	0.0	%
TOTAL OPERATING INCOME		29,815	7.6	%		34,414	10.6	%		53,681	7.2	%		54,284	9.0	%
OTHER EXPENSE (INCOME)		15,708				8,616				29,350				17,637
INCOME BEFORE TAXES		14,107				25,798				24,331				36,647
TAX PROVISION		4,514				8,255				7,786				11,727
NET INCOME	$	9,593			$	17,543			$	16,545			$	24,920
EARNINGS PER SHARE - (Basic)	$	0.45			$	0.80			$	0.78			$	1.07
AVERAGE SHARES - (Basic)		21,350				21,950				21,300				23,200
EARNINGS PER SHARE - (Diluted)	$	0.43			$	0.78			$	0.75			$	1.04
AVERAGE SHARES - (Diluted)		22,100				22,600				22,050				24,000
EARNINGS PER SHARE BEFORE ASSET IMPAIRMENT AND STORE CLOSING CHARGES - (Diluted)	$	0.70			$	0.78			$	1.05			$	1.04
EBITDA (Earnings before interest, taxes, depreciation and amortization):
Net income	$	9,593			$	17,543			$	16,545			$	24,920
Add back:
Tax provision		4,514				8,255				7,786				11,727
Other expense (income)		15,708				8,616				29,350				17,637
Depreciation and amortization		18,830				15,104				37,283				29,860
Asset impairment expense		7,413				—				8,301				—
EBITDA	$	56,058			$	49,518			$	99,265			$	84,144

EBITDA is not a generally accepted accounting principles (“GAAP”) measurement and is presented solely as a supplemental disclosure because the Company believes that it is a widely used measure of operating performance in the restaurant industry. EBITDA is not intended to be viewed as a source of liquidity or as a cash flow measure as used in the statement of cash flows. EBITDA is simply shown above as it is a commonly used non-GAAP valuation statistic.

LANDRY'S RESTAURANTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in Millions except per share amounts)

	June 30, 2006		December 31, 2005
Cash & Equivalents	$	37.4	$	39.2
Other Current Assets		115.4		107.2
Total Current Assets		152.8		146.4
Property & Equipment, Net		1,440.6		1,380.3
Other Assets		100.6		85.9
Total Assets	$	1,694.0	$	1,612.6
Current Liabilities	$	233.1	$	220.5
Long-Term Debt		853.6		816.0
Other Non-current		73.7		59.3
Total Liabilities		1,160.4		1,095.8
Total Stockholders’ Equity		533.6		516.8
Total Liabilities & Equity	$	1,694.0	$	1,612.6
Net Book Value per share	$	24.13	$	23.93