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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Year Ended: DECEMBER 31, 1999 Commission File Number: 0-19334
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OUTBACK STEAKHOUSE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 59-3061413
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
2202 N. WESTSHORE BLVD., 5TH FLOOR, TAMPA, FLORIDA 33607
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(Address of principal executive offices) (Zip Code)
(813) 282-1225
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE.
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(Title of class)
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 [ ].
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.
As of March 24, 2000, the aggregate market value of the voting stock
held by nonaffiliates of the Registrant was $2,113,948,510.
As of March 24, 2000, the number of shares outstanding of the
Registrant's Common Stock, $.01 par value was 77,728,149.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1999 are incorporated by reference in Part II of this report.
Portions of the Registrant's Proxy Statement of Outback Steakhouse, Inc. ("the
Proxy Statement") dated March 28, 2000 for the Annual Meeting of Shareholders
to be held on April 27, 2000 are incorporated by reference in Parts I and III
of this report.
PART I
This Annual Report on Form 10-K and the documents incorporated herein by
reference contain forward-looking statements that have been made pursuant to
the provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements represent the Company's expectations or beliefs
concerning future events, including the following: any statements regarding
future sales and gross profit percentages, any statements regarding the
continuation of historical trends, and any statements regarding the sufficiency
of the Company's cash balances and cash generated from operating and financing
activities for the Company's future liquidity and capital resource needs.
Without limiting the foregoing, the words "believes," "anticipate," "plans,"
"expects," and similar expressions are intended to identify forward-looking
statements. The Company cautions that these statements are further qualified by
important economic and competitive factors that could cause actual results to
differ materially from those in the forward-looking statements, including,
without limitation, risks of the restaurant industry, including a highly
competitive industry with many well-established competitors with greater
financial and other resources than the Company, and the impact changes in
consumer tastes, local, regional and national economic conditions, demographic
trends, employee availability and cost increases. In addition, the Company's
ability to expand is dependent upon various factors, such as the availability
of attractive sites for new restaurants, the ability to negotiate suitable
lease terms, the ability to generate or borrow funds to develop new
restaurants, the ability to obtain various government permits and licenses, and
the recruitment and training of skilled management and restaurant employees.
Accordingly, such forward-looking statements do not purport to be predictions
of future events or circumstances and may not be realized.
ITEM 1. BUSINESS
GENERAL
The Company was incorporated in October 1987 as Multi-Venture Partners, Inc., a
Florida corporation, and in January 1990 the Company changed its name to
Outback Steakhouse, Inc. ("Outback Florida"). Outback Steakhouse, Inc., a
Delaware corporation ("Outback Delaware"), was formed in April 1991 as part of
a corporate reorganization completed in June 1991 in connection with the
Company's initial public offering, as a result of which Outback Delaware became
a holding company for Outback Florida. Carrabba's Italian Grill, Inc. ("CIGI"),
a Florida corporation, was formed in January 1995. Unless the context requires
otherwise, references to the "Company" mean Outback Delaware, its wholly owned
subsidiaries Outback Florida, CIGI and each of the limited partnerships and
joint ventures controlled by the Company.
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In April 1993, the Company purchased a 50% interest in the cash flows of two
Carrabba's Italian Grill restaurants located in Houston, Texas (the "Original
Restaurants"), and entered into a 50-50 joint venture with the founders of
Carrabba's to develop additional Carrabba's Italian Grill restaurants
("Carrabba's"). In January 1995, the founders obtained sole ownership of the
Original Restaurants ("Carrabba's"), and the Company obtained sole ownership of
the Carrabba's concept and the four restaurants in Florida. The original 50-50
joint venture continues to develop restaurants in the State of Texas. The
Company has sole ownership of restaurants outside of Texas, and continues to
develop Carrabba's Italian Grills outside of Texas as Company owned
restaurants, and will pay royalties to the founders ranging from 1.0% to 1.5%
of sales of Carrabba's restaurants opened after 1994.
During 1999, the Company recorded a pre-tax charge to earnings of $5,493,000
which includes approximately $3,617,000 for the write down of impaired assets
and $1,876,000 related to restaurant closings, severance and other costs.
During 1997, the Company recorded a pre-tax charge to earnings of $26,001,000
which included approximately $23,113,000 for the write down of certain impaired
assets and $2,888,000 related to restaurant closings, severance and other
costs. The write down primarily related to Carrabba's restaurant properties,
nine of which were closed during the fourth quarter of 1997. The charges are
presented in the Company's Consolidated Statements of Income in the line item
"Provision for impaired assets and restaurant closings."
In June 1999, the Company, through its wholly owned subsidiary, OS Pacific,
Inc., a Florida corporation, entered into an agreement with Roy Yamaguchi, the
founder of Roy's Restaurants, to develop and operate future Roy's Restaurants
worldwide. Roy's Restaurants is an upscale casual restaurant featuring
"Euro-Asian" cuisine. Although there were 17 Roy's Restaurants in operation at
December 31, 1999, the Company does not have an economic interest in them. The
Company expects to open the first Roy's Restaurant in connection with this
agreement during 2000.
In October 1999, the Company, through its wholly owned subsidiary, OS Prime,
Inc., a Florida corporation, purchased three Fleming's Prime Steakhouse and
Wine Bar ("Fleming's")restaurants and agreed to purchase three additional
Fleming's currently under development by the founders of Fleming's. At the same
time the Company entered into an agreement with the founders of Fleming's to
develop and operate additional Fleming's worldwide. Fleming's is an upscale
casual steakhouse format that serves dinner only and features prime cuts of
beef, fresh seafood, as well as pork, veal and chicken entrees and offers a
selection of over 100 quality wines available by the glass.
CONCEPTS AND STRATEGIES
As of December 31, 1999, the Company's restaurant system included 611
full-service restaurants operated under the name Outback Steakhouse, 95 of
which were franchised to unaffiliated domestic franchisees, 31 of which were
franchised to unaffiliated international franchisees, and one domestic and
six international restaurants which were operated as development joint
ventures. The Company had a direct ownership interest in 476 domestic and two
international Outback Steakhouses. The system also included 72 full-service
restaurants operated under the name Carrabba's Italian Grill, 56 of which were
Company owned and 16 of which were operated as development joint ventures. The
system also included three full-service restaurants operated under the name
Fleming's Prime Steakhouse and Wine Bar. The majority of Outback restaurants
serve dinner only and feature a limited menu of high quality, uniquely seasoned
steaks, prime rib, chops, ribs, chicken, seafood and pasta. Outback also offers
specialty appetizers, including the signature "Bloomin' Onion," desserts and
full liquor service. The majority of
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Carrabba's restaurants serve dinner only and feature a limited menu of high
quality Italian cuisine including a variety of pastas, chicken, seafood, veal
and wood-fired pizza. Carrabba's also offers specialty appetizers, desserts,
coffees and full liquor service. Fleming's restaurants serve dinner only and
feature a limited menu of prime cuts of beef, fresh seafood, veal and chicken
entrees. Fleming's also offers several specialty appetizers and desserts. In
addition to a full service bar, Fleming's offers over 100 quality wines by the
glass. The Company believes that it differentiates its Outback Steakhouse,
Carrabba's and Fleming's restaurants by:
- -- emphasizing consistently high quality ingredients and preparation of a
limited number of menu items that appeal to a broad array of tastes;
- -- featuring generous portions;
- -- attracting a diverse mix of customers through a casual dining
atmosphere emphasizing highly attentive service;
- -- hiring and retaining experienced restaurant management by providing
general managers the opportunity to purchase a 10% interest in the
restaurants they manage; and
- -- limiting service to dinner for the majority of its locations,
(generally from 4:30 p.m. to 11:00 p.m.), which reduces the hours of
restaurant management and employees.
OUTBACK STEAKHOUSE:
Menu. The Outback Steakhouse menu includes several cuts of freshly
prepared, uniquely seasoned and seared steaks, plus prime rib, barbecued ribs,
pork chops, chicken, seafood and pasta. The menu is designed to have a limited
number of selections to permit the greatest attention to quality while offering
sufficient breadth to appeal to all taste preferences. The Company tests new
menu items to replace slower-selling items and regularly upgrades ingredients
and cooking methods to improve quality and consistency of its food offerings.
The menu also includes several specialty appetizers and desserts, together with
full bar service featuring Australian beer and wine. Liquor service accounts
for approximately 13.4% of Outback Steakhouses' revenues. The price range of
appetizers is $2.29 to $7.99 and the price range of entrees is $6.99 to $23.99.
The average check per person was $17.52 during 1999. Outback Steakhouses also
offer a low-priced children's menu, and certain Outback Steakhouses also offer
a separate menu offering larger portions of prime beef with prices ranging from
$19.99 to $28.99.
Casual Atmosphere. Outback Steakhouses feature a casual dining
atmosphere with a decor suggestive of the rustic atmosphere of the Australian
outback. The decor includes blond woods, large booths and tables and Australian
memorabilia such as boomerangs, surfboards, maps and flags.
Restaurant Management and Employees. The general manager of each
Outback is required to purchase a 10% interest in the restaurant he or she
manages for $25,000, and is required to enter into a five-year employment
agreement. By requiring this level of commitment and by providing the general
manager with a significant stake in the success of the restaurant, the Company
believes that it is able to attract and retain experienced and highly motivated
managers. In addition, since the Company's restaurants are generally open for
dinner only, the Company believes that it has an advantage
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in attracting and retaining servers, food preparers and other employees who
find the shorter hours an attractive life-style alternative to restaurants
serving both lunch and dinner.
CARRABBA'S ITALIAN GRILL:
Menu. The Carrabba's Italian Grill menu includes several types of
uniquely prepared Italian dishes including pastas, chicken, seafood, and
wood-fired pizza. The menu is designed to have a limited number of selections
to permit the greatest attention to quality while offering sufficient breadth
to appeal to all taste preferences. The Company tests new menu items to replace
slower-selling items and regularly upgrades ingredients and cooking methods to
improve quality and consistency of its food offerings. The menu also includes
several specialty appetizers, desserts, and coffees, together with full bar
service featuring Italian wines and specialty drinks. Liquor service accounts
for approximately 15.9% of Carrabba's revenues. The price range of appetizers
is $5.99 to $8.99 and the price range of entrees is $7.99 to $17.99 with
nightly specials to $24.99. The average check per person was $18.71 during
1999.
Casual Atmosphere. Carrabba's Italian Grills feature a casual dining
atmosphere with a decor suggestive of a traditional Italian exhibition kitchen
where customers can watch their meals being prepared. The decor includes dark
woods, large booths and tables and Italian memorabilia featuring Carrabba's
family photos, authentic Italian pottery and cooking utensils.
Restaurant Management and Employees. The general manager of each
Carrabba's Italian Grill is required to purchase a 10% interest in the
restaurant he or she manages for $25,000 and is required to enter into a
five-year employment agreement. By requiring this level of commitment and by
providing the general manager with a significant stake in the success of the
restaurant, the Company believes that it is able to attract and retain
experienced and highly motivated managers. In addition, since the Company's
restaurants are generally open for dinner only, the Company believes that it
has an advantage in attracting and retaining servers, food preparers and other
employees who find the shorter hours an attractive life-style alternative to
restaurants serving both lunch and dinner.
FLEMING'S PRIME STEAKHOUSE & WINE BAR:
Menu. The Fleming's Prime Steakhouse and Wine Bar menu features prime
cuts of beef, fresh seafood, as well as pork, veal and chicken entrees.
Accompanying the entrees is an extensive assortment of freshly prepared salads
and side dishes available a la carte. The menu also includes several specialty
appetizers and desserts. In addition to full bar service, Fleming's offers a
selection of over 100 quality wines available by the glass. The price range of
entrees is $17.00 to $34.00. Appetizers range from $4.95 to $9.95 and side
dishes rage from $3.95 to $6.95.
Upscale-Casual Atmosphere. Fleming's Prime Steakhouse and Wine Bar
offers an upscale dining experience in an upbeat, casual setting. The decor
includes rich dark wood in the open dining room. One focal point of the
restaurant is the exhibition kitchen finished in stainless steel and appointed
with copper accents. Private dining rooms are available for private gatherings
or corporate functions.
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EXPANSION STRATEGY
During the year ended December 31, 1999, 71 Outback Steakhouses and 8
Carrabba's Italian Grills were added to the Company's restaurant system. In
2000 and 2001, the Company expects to develop six to eight Carrabba's
restaurants, the majority of which will be Company owned, in existing markets
where it has demonstrated success. The Company expects to open 35 to 45
domestic company-owned Outback Steakhouse restaurants in 2000 and 2001, 5 to 10
domestic franchised restaurants and 20 to 30 international restaurants each
year, of which 2 to 3 will be company-owned, 2 to 3 will be Joint Venture
restaurants primarily in Brazil and Asia and 16 to 24 franchised restaurants.
During 2000, the Company expects to develop new Outback Steakhouses and
Carrabba's Italian Grills in its existing markets and in select new domestic
and international markets including locations in Japan, Dominican Republic,
Portugal, Taiwan, Honduras, China, Australia, Venezuela, and Korea. The Company
also intends to add 2-3 Fleming's Prime Steakhouse & Wine Bar restaurants and 3
to 5 Roy's restaurants to the system during 2000.
The above statements regarding the Company's expansion plans
constitute forward looking statements. The Company notes that a variety of
factors could cause the actual results and experience to differ from the
anticipated results referred to above. The Company's development schedule for
new restaurant openings is subject to a number of risk factors that could cause
actual results to differ, including:
(i) Ability to obtain appropriate real estate sites at acceptable prices;
(ii) Ability to obtain all required governmental permits including zoning
approvals and liquor licenses on a timely basis;
(iii) Impact of government moratoriums or approval processes which could
result in significant delays;
(iv) Ability to obtain all necessary contractors and sub-contractors;
(v) Union activities such as picketing and hand billing which could delay
construction;
(vi) Weather and acts of God beyond the Company's control resulting in
construction delays.
The Company utilizes controlled partnerships, in which the Company
owns 51% to 90%, for the development of restaurants in order to attract
experienced restaurant operators and to provide them with the incentive to
actively supervise the development and operation of several restaurants in a
particular market.
The Company also utilizes development joint ventures, in which the
Company owns between 40.5% to 45% and its joint venture partner owns 36% to
40.5%, and the remaining 19% is owned by the area operating partner and the
restaurant managing partner for select Outback Steakhouses and Carrabba's
Italian Grills located in Florida, Georgia, South Carolina, Tennessee and Texas.
Site Selection. The Company currently leases approximately 50% of its
restaurant sites. In the future, the Company expects to construct a significant
number of free standing restaurants on owned or leased sites. The Company's
leased sites are generally located in strip shopping centers. The Company
expects 75% to 85% of new restaurants to be free standing locations.
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The Company considers the location of a restaurant to be critical to its
long-term success and devotes significant effort to the investigation and
evaluation of potential sites. The site selection process focuses on trade area
demographics, such as visibility, accessibility and traffic volume. The Company
also reviews potential competition and the profitability of national chain
restaurants operating in the area. Senior management inspects and approves each
restaurant site. Construction of a new restaurant takes approximately 90 to 360
days from the date the location is leased or under contract.
The Company designs the interior of its restaurants in-house and
utilizes outside architects when necessary. A typical Outback Steakhouse is
approximately 6,200 square feet and features a dining room and an island,
full-service liquor bar. The dining area of a typical Outback Steakhouse
consists of 35 to 38 tables and seats approximately 166 people. The bar area
consists of approximately ten tables and has seating capacity for approximately
54 people. Appetizers and complete dinners are served in the bar area.
A typical Carrabba's Italian Grill is approximately 6,650 square feet
and features a dining room, pasta bar and a full service liquor bar. The dining
area of a typical Carrabba's Italian Grill consists of 35 to 40 tables and
seats approximately 160 people. The liquor bar area includes six tables and
seating capacity for approximately 59 people, and the pasta bar has seating
capacity for approximately 12 people. Appetizers and complete dinners are
served in both the pasta bar and liquor bar.
A typical Fleming's is approximately 7,500 square feet and features a
dining room, an exhibition kitchen and full service liquor bar. The dining area
of a typical Fleming's consists of approximately 50 tables and seats
approximately 200 people. The bar area includes 4 tables and bar seating with a
capacity for approximately 32 people.
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RESTAURANT LOCATIONS
The following table sets forth the location of each existing Outback
Steakhouse as of December 31, 1999:
UNAFFILIATED UNAFFILIATED
COMPANY OWNED DOMESTIC FRANCHISED INTERNATIONAL
RESTAURANTS RESTAURANTS FRANCHISED RESTAURANTS
- --------------------------------- ----------------------------- -------------------------------- ---------------------------
Arizona (9) Nevada (7) Alaska (1) Aruba (1)
Arkansas (5) New Hampshire (1) Alabama (12) Bahamas (1)
Colorado (12) New Jersey (13) California (46) Canada (13)
Connecticut (4) New Mexico (3) Florida (1) Germany (1)
Delaware (1) New York (20) Idaho (4) Guam (1)
Florida (57) North Carolina (23) Mississippi (5) Hawaii (2)
Georgia (24) North Dakota (1) New York (1) Hong Kong (2)
Illinois (17) Ohio (25) Oregon (8) Korea (3)
Indiana (15) Oklahoma (8) Tennessee (3) Mexico (2)
Iowa (4) Pennsylvania (16) Washington (13) Peru (1)
Kansas (5) Rhode Island (1) Panama (1)
Kentucky (8) South Carolina (16) DOMESTIC Puerto Rico (3)
Louisiana (12) South Dakota (1) JOINT VENTURE
Maryland (13) Tennessee(12) RESTAURANTS INTERNATIONAL
Massachusetts (12) Texas (50) ------------------- COMPANY OWNED
Michigan (18) Utah (5) Florida (1) RESTAURANTS
Minnesota (9) Virginia (25) -------------------
Missouri (10) West Virginia (6) Phillipines (1)
Montana (1) Wisconsin (3) Cayman Islands (1)
Nebraska (3) Wyoming (1)
INTERNATIONAL
JOINT VENTURE
RESTAURANTS
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Brazil (5)
Phillipines (1)
The following table sets forth the location of each existing Carrabba's Italian
Grill as of December 31, 1999:
COMPANY OWNED JOINT VENTURE
RESTAURANTS RESTAURANTS
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Arizona (3) Florida (3)
Colorado (6) Georgia (1)
Georgia (5) South Carolina (1)
Florida (24) Tennessee (2)
Maryland (4) Texas (9)
New Jersey (3)
New Mexico (2)
Ohio (1)
North Carolina (5)
Pennsylvania (2)
Virginia (1)
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The following table sets forth the location of each existing Fleming's Prime
Steakhouse & Wine Bar as of December 31, 1999:
COMPANY OWNED
RESTAURANTS
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Arizona (1)
California (2)
RESTAURANT OPERATIONS
Management and Employees. The management staff of a typical Outback
Steakhouse or Carrabba's Italian Grill consists of one general manager, one
assistant manager and one kitchen manager. Each restaurant also employs
approximately 50 to 70 hourly employees, many of whom work part-time. The
general manager of each restaurant has primary responsibility for the
day-to-day operation of his or her restaurant and is required to abide by
Company established operating standards.
Purchasing. The Company's management negotiates directly with
suppliers for most food and beverage products to ensure uniform quality and
adequate supplies and to obtain competitive prices. The Company and its
franchisees purchase substantially all food and beverage products from
authorized local or national suppliers and the Company will periodically make
advance purchases of various inventory items to ensure adequate supply or
obtain favorable pricing. The Company currently purchases substantially all of
its beef from three suppliers. The Company believes that beef of comparable
quality, as well as all other essential food and beverage products are
available, or upon short notice can be made available from alternative
qualified suppliers.
Supervision and Training. The Company requires its area operating
partners and restaurant general managers to have significant experience in the
full-service restaurant industry. In addition, the Company has developed a
comprehensive 12-week training course which all operating partners and general
managers are required to complete. The program emphasizes the Company's
operating strategy, procedures and standards. The Company's senior management
meets quarterly with the Company's operating partners to discuss
business-related issues and share ideas. In addition, members of senior
management regularly visit the restaurants to ensure that the Company's
concept, strategy and standards of quality are being adhered to in all aspects
of restaurant operations.
The restaurant general manager and area operating partners, together
with the Company's President, Regional Vice Presidents, Vice President of
Training and Director of Training, are responsible for selecting and training
the employees for each new restaurant. The training period for new
non-management employees lasts approximately one week and is characterized by
on-the-job supervision by an experienced employee. Ongoing employee training
remains the responsibility of the restaurant manager. Written tests and
observation in the work place are used to evaluate each employee's performance.
Special emphasis is placed on the consistency and quality of food preparation
and service which is monitored through monthly meetings between kitchen managers
and senior management.
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Advertising and Marketing. The Company uses radio and television
advertising in selected markets where it is cost-effective. Historically the
Company's goal was to develop a sufficient number of restaurants in each market
it serves to permit the cost-effective use of radio and television advertising.
In the future, the Company expects that its non-Outback restaurants will be less
dependent on broadcast media and more dependent on site visibility and local
marketing. In addition, the Company engages in a variety of promotional
activities, such as contributing goods, time and money to charitable, civic and
cultural programs, in order to increase public awareness of the Company's
restaurants.
GENERAL MANAGER PROGRAM
The general manager of each Company owned Outback and Carrabba's
restaurant is required, as a condition of employment, to sign a five-year
employment agreement and is required to purchase a 10% interest in the
restaurant he or she is employed to manage. The Company requires each new
unaffiliated franchisee to provide the same opportunity to the general manager
of each new restaurant opened by that franchisee. To date, the purchase price
for the 10% interest has been fixed at $25,000. During the five-year employment
term, each general manager is prohibited from selling or otherwise transferring
his 10% interest, and after the five-year term of employment, any sale or
transfer of that interest is subject to certain rights of first refusal as
defined in the employment agreement. In addition, each general manager is
required to sell his 10% interest to his employer or its general partners upon
termination of employment on terms set forth in his employment agreement. The
Company intends to continue the general manager investment program.
The three Fleming's that the Company acquired in 1999 do not have a
general manager investment program. However, the Company expects to develop a
similar program with new concepts.
OWNERSHIP STRUCTURES
The Company's ownership interests in Outback Steakhouse restaurants
and Carrabba's Italian Grills are divided into two basic categories: (i)
Company owned restaurants which are owned directly by the Company, by limited
partnerships or by controlled joint ventures, and (ii) development joint
ventures. The results of operations of Company owned restaurants are included
in the Company's Consolidated Statements of Income, and the results of
operations of restaurants owned by development joint ventures are accounted for
using the equity method of accounting.
COMPETITION
The restaurant industry is intensely competitive with respect to
price, service, location and food quality, and there are many well-established
competitors with substantially greater financial and other resources than the
Company. Some of the Company's competitors have been in existence for a
substantially longer period than the Company and may be better established in
the markets where the Company's restaurants are or may be located. The
restaurant business is often affected by changes in consumer tastes, national,
regional or local economic conditions, demographic trends, traffic patterns and
the type, number and location of competing restaurants. In addition, factors
such as inflation, increased food, labor and benefits costs and the
availability of experienced management and hourly employees may adversely
affect the restaurant industry in general and the Company's restaurants in
particular.
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UNAFFILIATED FRANCHISE PROGRAM
At December 31, 1999, there were 95 domestic franchised Outback
Steakhouses and 31 international franchised Outback Steakhouses. Each
unaffiliated domestic franchisee paid an initial franchise fee of $40,000 for
each restaurant and pays a continuing monthly royalty of 3% of gross restaurant
sales and a monthly marketing administration fee of 0.5% of gross restaurant
sales. In addition, until such time as the Company establishes a national
advertising fund or a regional advertising cooperative, all franchisees are
required to expend, on a monthly basis, a minimum of 3% of gross restaurant
sales on local advertising. Once the Company establishes a national advertising
fund or a regional advertising cooperative, covered domestic franchisees will be
required to contribute, on a monthly basis, 3.5% of gross restaurant sales to
the fund or cooperative in lieu of local advertising. Initial fees and royalties
for international franchisees vary by market. There were no unaffiliated
franchises of Carrabba's Italian Grills or Fleming's at December 31, 1999.
All unaffiliated franchisees are required to operate their Outback
Steakhouse restaurants in compliance with the Company's methods, standards and
specifications regarding such matters as menu items, ingredients, materials,
supplies, services, fixtures, furnishings, decor and signs although the
franchisee has full discretion to determine the prices to be charged to
customers. In addition, all franchisees are required to purchase all food,
ingredients, supplies and materials from suppliers approved by the Company.
EMPLOYEES
The Company employs approximately 40,500 persons, approximately 250 of
whom are corporate personnel employed by Outback Steakhouse, Carrabba's, and
Outback Steakhouses International franchising group. Approximately 1,700 are
restaurant management personnel and the remainder are hourly restaurant
personnel. Of the approximately 250 corporate employees, 35 are in management
and 215 are administrative or office employees. None of the Company's employees
is covered by a collective bargaining agreement.
TRADEMARKS
The Company regards its Outback Steakhouse service mark, its
Carrabba's Italian Grill service mark and its "Bloomin' Onion" trademark as
having significant value and as being important factors in the marketing of its
restaurants. The Company has also obtained a trademark for several other of its
Outback Steakhouse menu items, and the "No Rules. Just Right." and "Aussie
Mood. Awesome Food." advertising slogans. The Company is aware of names and
marks similar to the service mark of the Company used by other persons in
certain geographic areas in which the Company has restaurants. However, the
Company believes such uses will not adversely affect the Company. The Company's
policy is to pursue registration of its marks whenever possible and to oppose
vigorously any infringement of its marks.
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GOVERNMENT REGULATION
The Company is subject to various federal, state and local laws
affecting its business. Each of the Company's restaurants is subject to
licensing and regulation by a number of governmental authorities, which may
include alcoholic beverage control, health and safety and fire agencies in the
state or municipality in which the restaurant is located. Difficulties in
obtaining or failures to obtain the required licenses or approvals could delay
or prevent the development of a new restaurant in a particular area.
Approximately 13.7% of the Company's revenues is attributable to the
sale of alcoholic beverages. Alcoholic beverage control regulations require
each of the Company's restaurants to apply to a state authority and, in certain
locations, county or municipal authorities for a license or permit to sell
alcoholic beverages on the premises and to provide service for extended hours
and on Sundays. Typically, licenses must be renewed annually and may be revoked
or suspended for cause at any time. Alcoholic beverage control regulations
relate to numerous aspects of daily operations of the Company's restaurants,
including minimum age of patrons and employees, hours of operation,
advertising, wholesale purchasing, inventory control and handling, storage and
dispensing of alcoholic beverages. The failure of a restaurant to obtain or
retain liquor or food service licenses would adversely affect the restaurant's
operations.
The Company may be subject in certain states to "dram-shop" statutes,
which generally provide a person injured by an intoxicated person the right to
recover damages from an establishment which wrongfully served alcoholic
beverages to the intoxicated person. The Company carries liquor liability
coverage as part of its existing comprehensive general liability insurance.
The Company's restaurant operations are also subject to federal and
state minimum wage laws governing such matters as working conditions, overtime
and tip credits. Significant numbers of the Company's food service and
preparation personnel are paid at rates related to the federal minimum wage
and, accordingly, further increases in the minimum wage could increase the
Company's labor costs.
The Americans with Disabilities Act prohibits discrimination in
employment and public accommodations on the basis of disability. The Act became
effective in January 1992 with respect to public accommodation and July 1992
with respect to employment. Under the Act, the Company could be required to
expend funds to modify its restaurant to provide service to, or make reasonable
accommodations for the employment of, disabled persons.
12
13
ITEM 2. PROPERTIES
Approximately 50% of the Company's restaurants are located in leased
space. In the future, the Company intends to continue to construct and own a
significant number of new restaurants on owned or leased land. Initial lease
expirations primarily range from five to ten years, with the majority of the
leases providing for an option to renew for at least one additional term. All
of the Company's leases provide for a minimum annual rent, and most leases call
for additional rent based on sales volume at the particular location over
specified minimum levels. Generally, the leases are net leases which require
the Company to pay the costs of insurance, taxes and a portion of lessors'
operating costs. See page 7 for listing of restaurant locations.
The Company's executive offices are located in approximately 90,000
square feet of leased space in Tampa, Florida, under a lease expiring in 2010.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any litigation other than routine
matters which are incidental to the Company's business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
There were no matters submitted for vote of security holders during
the fourth quarter of 1999.
Executive Officers of Registrant. Joseph J. Kadow, 43, joined the
Company in April, 1994, as Vice President, General Counsel and Secretary. Mr.
Kadow serves at the pleasure of the Board of Directors.
13
14
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCK MATTERS
Filed herewith as Exhibit 13.03 and incorporated herein by reference.
DIVIDEND POLICY:
The Company has never paid a cash dividend on its Common Stock. The
Board of Directors intends to retain earnings of the Company to support
operations and to finance expansion and does not intend to pay cash dividends
on Common Stock for the foreseeable future. The payment of cash dividends in
the future will depend upon such factors as earnings levels, capital
requirements, the Company's financial condition and other factors deemed
relevant by the Board of Directors.
The Board of Directors authorized a three-for-two stock-split of the
Company's Common Stock to be effected in the form of a stock dividend payable
on March 2, 1999 to the shareholders of record as of February 16, 1999.
14
15
ITEM 6. SELECTED FINANCIAL DATA
Years Ended December 31,
----------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- -------- -------- --------
(Dollar amounts in thousands,
except per share data)
Statements of Income Data(2):
Restaurant sales........................ $1,632,720 $1,392,587 $1,179,211 $954,481 $741,989
Other revenues.......................... 13,293 10,024 7,684 4,979 3,119
---------- ---------- ---------- -------- --------
Revenues ............................... $1,646,013 $1,402,611 $1,186,895 $959,460 $745,108
---------- ---------- ---------- -------- --------
Cost of sales .......................... 620,249 543,770 453,826 372,080 291,382
Labor and other related expenses ....... 387,006 327,261 281,233 219,824 166,855
Other operating expenses ............... 347,644 298,630 260,084 200,690 153,419
General & administrative expenses ...... 64,067 53,757 45,158 34,932 27,129
Provision for impaired assets and
restaurant closings (1) .............. 5,493 26,001
Loss (income) from operations of
unconsolidated affiliates ............ (1,089) (514) 467 102 (442)
---------- ---------- ---------- -------- --------
Total costs and expenses ............... 1,423,370 1,222,904 1,066,769 827,628 638,343
---------- ---------- ---------- -------- --------
Income from operations ................. 222,643 179,707 120,126 131,832 106,765
Other income (expense) net (3,042) (1,870)
Interest income (expense)............... 1,416 (1,357) (2,847) (1,400) (1,587)
---------- ---------- ---------- -------- --------
Income before elimination of
minority partners' interest
and provision for income taxes ....... 221,017 176,480 117,279 130,432 105,178
Elimination of minority
partners' interest ................... 29,770 21,914 19,882 18,165 15,250
---------- ---------- ---------- -------- --------
Income before provision for income taxes 191,247 154,566 97,397 112,267 89,928
Provision for income taxes ............. 66,924 53,638 33,749 40,287 29,167
---------- ---------- ---------- -------- --------
Income before cumulative effect of a
change in accounting principle........ 124,323 100,928 63,648 71,980 60,761
Cumulative effect of a change in
accounting principle (net of taxes)... (4,880)
---------- ---------- ---------- -------- --------
Net income ............................. $ 124,323 $ 96,048 $ 63,648 $ 71,980 $ 60,761
========== ========== ========== ======== ========
Basic earnings per common share
Income before cumulative effect of
change in accounting principle....... $ 1.61 $ 1.33 $ 0.86 $ 0.97 $ 0.83
Cumulative effect of change in
accounting principle (net of taxes).. (0.06)
---------- ---------- ---------- -------- --------
Net income $ 1.61 $ 1.27 $ 0.86 $ 0.97 $ 0.83
========== ========== ========== ======== ========
Diluted earnings per common share
Income before cumulative effect of
change in accounting principle....... $ 1.57 $ 1.30 $ 0.85 $ 0.94 $ 0.82
Cumulative effect of change in
accounting principle (net of taxes).. (0.06)
---------- ---------- ---------- -------- --------
Net income $ 1.57 $ 1.24 $ 0.85 $ 0.94 $ 0.82
========== ========== ========== ======== ========
Pro forma net income (2) ............... $ 122,398 $ 94,683 $ 62,774 $ 71,847 $ 57,554
========== ========== ========== ======== ========
Pro forma basic earnings per common
share (2) ............................ $ 1.59 $ 1.25 $ 0.85 $ 0.97 $ 0.79
========== ========== ========== ======== ========
Pro forma diluted earnings per
common share (2) ..................... $ 1.55 $ 1.22 $ 0.84 $ 0.94 $ 0.78
========== ========== ========== ======== ========
Basic weighted average number of
common shares outstanding ............ 77,089 75,702 74,007 73,976 72,744
Diluted weighted average number of
common shares outstanding ............. 79,197 77,484 75,014 76,190 74,072
Balance Sheet Data:
Working capital (deficiency) ........... $ 12,276 $ 5,600 $ (10,153) $(36,392) $(12,350)
Total assets ........................... 852,282 718,918 603,568 479,561 377,810
Long-term debt ......................... 1,519 38,966 70,492 49,850 40,102
Interest of minority partners in
consolidated partnerships ............ 17,704 9,912 4,561 1,675 2,749
Stockholders' equity ................... 692,965 548,440 437,382 343,686 267,719
15
16
(1) The 1999 amount includes approximately $3,617,000 for the write down of
certain impaired assets and $1,876,000 related to restaurant closings,
severence and other costs. The 1997 amount includes approximately
$23,113,000 for the write down of certain impaired assets and $2,888,000
related to restaurant closings, severance and other costs. These write downs
primarily related to Carrabba's restaurant properties.
(2) In 1999, the Company issued shares of its Common Stock for all of the
outstanding shares of its New England franchisee which owned 17 Outback
Steakhouses in Connecticut, Massachusetts, New Hampshire and Rhode Island.
In 1995 and 1996, the Company issued shares of its Common Stock to five of
its franchisees in exchange for all of their outstanding interests in
Outback Steakhouses located in Oklahoma, Nebraska, Arkansas, Kansas, Ohio,
Kentucky, Virginia, Illinois, Missouri and Tennessee. Pro forma amounts
include an adjustment to increase the provision for income taxes to reflect
the anticipated tax as if the merging Companies had not elected to be taxed
under Subchapter S of the Internal Revenue Code. These mergers were
accounted for by the pooling-of-interests method using historical amounts
and the amounts have been restated to give retroactive effect to the mergers
for all periods presented.
All applicable share and per share data have been restated to reflect the
retroactive effect of a three-for-two stock split effective on March 2, 1999.
16
17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Filed as Exhibit 13.01 and incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Certified Public Accountants and Consolidated
Financial Statements of the Company are filed herewith as Exhibit 13.02 and are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
17
18
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item concerning the Company's
executive officers, except for Joseph J. Kadow whose information is reported on
Part I under the caption of Executive Officers of Registrant, and directors is
incorporated herein by reference to the information set forth under the section
entitled "Election of Directors" and "Beneficial Owners and Management" in the
Company's Definitive Proxy Statement dated March 28, 2000.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by
reference to the information set forth under the section entitled "Executive
Compensation" in the Company's Definitive Proxy Statement dated March 28, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by
reference to the information set forth under the section entitled "Beneficial
Owners and Management" in the Company's Definitive Proxy Statement dated March
28, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by
reference to the information set forth under the section entitled "Compensation
Committee Interlocks and Insider Participation" in the Company's Definitive
Proxy Statement dated March 28, 2000.
18
19
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a)(1) LISTING OF FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants
Page 7
The following consolidated financial statements of the Registrant and
subsidiaries, included in the Registrant's Annual Report to
Shareholders, are incorporated by reference in Item 8:
Consolidated Balance Sheets -
December 31, 1999 and 1998
Page 8
Consolidated Statements of Income - Years ended December 31, 1999,
1998, and 1997
Page 9
Consolidated Statements of Stockholders' Equity - Years ended December
31, 1999, 1998, and 1997
Page 10
Consolidated Statements of Cash Flows Years ended December 31, 1999,
1998, and 1997
Page 11
Notes to Consolidated Financial Statements
Pages 12 - 19
(b) REPORTS ON FORM 8-K
None.
(c) FINANCIAL STATEMENT SCHEDULES
None.
19
20
(d) EXHIBITS
The exhibits in response to this portion of Item 14 are listed below.
Number Description
- ------ -----------
3.01 Certificate of Incorporation of the Company (included as an exhibit to
Registrant's Registration Statement on Form S-1, No. 33-40255, and
incorporated herein by reference)
3.02 By-laws of the Company (included as an exhibit to Registrant's
Registration Statement on Form S-1, No. 33-40255, and incorporated
herein by reference)
4.01 Specimen Stock Certificate (included as an exhibit to Registrant's
Registration Statement on Form S-1, No. 33-40255, and incorporated
herein by reference)
4.02 Agreement and Plan of Reorganization dated December 18, 1991 among
Outback Delaware, Outback Florida, American Restaurants of South
Florida, Inc. ("ARSF") and the stockholders of ARSF (included as an
exhibit to Registrant's Registration Statement on Form S-1, No.
33-44452, and incorporated herein by reference)
4.03 Agreement and Plan of Reorganization dated July 1, 1992 among Outback
Delaware, Outback Florida, Stone Danker, Inc. ("SDI") and the
stockholders of SDI (included as an exhibit to Registrant's
Registration Statement on Form S-1, No. 33-49586 and incorporated
herein by reference)
4.04 Agreement and Plan of Reorganization dated March 1, 1993 among Outback
Delaware, Outback Florida, Florida Summit Corporation ("Summit") and
the stockholders of Summit (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31,1992 and
incorporated herein by reference)
4.05 Agreement and Plan of Reorganization dated March 1, 1993 among Outback
Delaware, Outback Florida, Grantham Group, Inc. ("Grantham Group") and
the stockholders of Grantham Group (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December
31,1992 and incorporated herein by reference)
4.06 Agreement and Plan of Reorganization dated March 1, 1993 among Outback
Delaware, Outback Florida, F & B, Inc. ("F & B") FT & B
Enterprises/Ohio, Inc. ("FT & B"), Taste Buds, Inc. ("Taste Buds"),
Taste Buds of St. Matthews, Ltd., the stockholders of F & B, FT & B,
and Taste Buds, and the partners of Taste Buds of St. Matthews, Ltd
(included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31,1992 and incorporated herein by reference)
4.07 Joint Venture Agreement dated March 31, 1993 between Outback/Carrabba,
Inc. and Mangia Beve, Inc. (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31,1993 and
incorporated herein by reference)
20
21
4.08 Agreement and Plan of Reorganization Among Outback Steakhouse, Inc.,
Outback Steakhouse of Florida, Inc., Aussie Enterprises, Inc., Attinger
& Associates, Inc., Aussie of Louisiana, L.L.P., Aussie of Baton Rouge
No. 1901, L.L.C., Aussie of New Orleans No. 1911, L.L.C., Aussie of
Lafayette No. 1921, L.L.C., Aussie of Shreveport No. 1931, L.L.C., Aussie
of Slidell No. 1912, L.L.C., Braxton I. Moody, IV and Bruce Attinger
(included as an exhibit to Registrant's Report on Form 10-Q for the
quarter ended March 31, 1994 and incorporated herein by reference)
4.09 Agreement and Plan of Reorganization dated May 18, 1994 Among Outback
Steakhouse, Inc., Outback Steakhouse of Florida, Inc., Hugh Connerty,
Carl Sahlsten, Ridge Sink, Michael Coble, and the Partnerships and
their respective General Partners (included as an exhibit to
Registrant's Report on Form 10-Q/A for the quarter ended March 31, 1994
and incorporated herein by reference)
4.10 Royalty Agreement dated April 1995 among Carrabba's Italian Grill,
Inc., Outback Steakhouse, Inc., Mangia Beve, Inc., Carrabba, Inc.,
Carrabba Woodway, Inc., John C. Carrabba, III, Damian C. Mandola, and
John C. Carrabba, Jr. (included as an exhibit to Registrant's Report on
Form 10-Q for the quarter ended March 31, 1995 and incorporated herein
by reference)
4.11 Reorganization Agreement dated January 1, 1995 among Carrabba/Outback
Joint Venture, Outback/Carrabba, Inc., Outback Steakhouse, Inc., Mangia
Beve, Inc., Carrabba, Inc., Carrabba's of Woodway, Inc., John C.
Carrabba, III, Damian C. Mandola, and John C. Carrabba, Jr. (included
as an exhibit to Registrant's Report on Form 10-Q for the quarter ended
March 31, 1995 and incorporated herein by reference)
4.12 Agreement and Plan of Reorganization dated March 24, 1995 among Outback
Steakhouse, Inc., Outback Steakhouse of Florida, Inc.,
Fioretti-Theisen, Inc., and Charles E. Fioretti (included as an exhibit
to Registrant's Registration Statement on Form S-3, No. 33-95498, and
incorporated herein by reference)
4.13 Agreement and Plan of Reorganization dated July 31, 1995 among Outback
Steakhouse, Inc., Outback Steakhouse of Florida, Inc., G'Day, Inc.,
Donald R. Everts, and Claire E. Everts (included as an exhibit to
Registrant's Registration Statement on Form S-3, No. 33-97166, and
incorporated herein by reference)
4.14 Agreement for Sale and Purchase of Partnership Interest among Outback
Steakhouse, Inc., Shlemon, Inc. and Steve Shlemon (included as an
exhibit to Registrant's Registration Statement on Form S-3,
No.333-00176, and incorporated herein by reference)
4.15 Agreement and Plan of Reorganization dated December 26, 1995 among
Outback Steakhouse, Inc., Outback Steakhouse of Florida, Inc., Hal W.
Smith, William E. Rosenthal, Geoff Alston, David M. Brauckmann, Don
Elliot, Joseph C. Penshorn, Waymon D. Williams, Williams J. Bishop,
Dan Trierweiler, OB-Little Rock, Inc., Lane Resources Trust (included
as an exhibit to Registrant's Report on Form 8-K dated December 31,
1995 and incorporated herein by reference)
21
22
4.16 Agreement and Plan of Reorganization dated December 26, 1995 among
Outback Steakhouse, Inc., Outback Steakhouse of Florida, Inc., Michael
Duty, Robert Krug, Henry Harris, Kent Little (included as an exhibit to
Registrant's Report on Form 8-K dated December 31, 1995 and
incorporated herein by reference)
4.17 Agreement and Plan of Reorganization dated December 26, 1995 among
Outback Steakhouse, Inc., Outback Steakhouse of Florida, Inc., Frank
Attinger, Kevin A. Rowell, F. Beaven Smith (included as an exhibit to
Registrant's Report on Form 8-K dated December 31, 1995 and
incorporated herein by reference)
4.18 Agreement and Plan of Reorganization dated February 2, 1996 among
Outback Steakhouse, Inc., Outback Steakhouse of Florida, Inc., Robert
Frey, Ronald Sock, David Ferry, Joseph Sumislawski, FMI Restaurants,
Inc., Fore Management West End, Inc., Fore Management, Inc. and Fore
Management Leasing , L.P. (included as an exhibit to Registrant's
Report on Form 8-K/A dated December 31, 1995 and incorporated herein by
reference)
4.19 Agreement and Plan of Reorganization dated February 2, 1996 among
Outback Steakhouse, Inc., Eric P. Bachelor, Brenica Restaurant Group,
Inc., First Four Group, Inc., and various partners (included as an
exhibit to Registrant's Registration Statement on Form S-3, No.
333-4674, and incorporated herein by reference)
4.20 Agreement and Plan of Reorganization, dated May 28, 1996, among Outback
Steakhouse, Inc., Outback Steakhouse of Florida, Inc., Nevada Summit
Corporation, and Anthony P. Grappo (included as Exhibit 2.2 to
Registration Statement on Form S-3, No. 333-14597, and incorporated
herein by reference)
4.21 Agreement and Plan of Reorganization among Outback Steakhouse, Inc.,
Outback Steakhouse of Florida, Inc. and Wibel & Associates (included
as Exhibit 2.1 to Registration Statement on Form S-3, No. 333-38985,
and incorporated herein by reference)
4.22 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc. and Novello and Associates, Inc.
(included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31,1997 and incorporated herein by reference)
4.23 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc. and Songlines, Inc. (included as
an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31,1997 and incorporated herein by reference)
4.24 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc. and Stone, Inc. (included as an
exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31,1997 and incorporated herein by reference)
4.25 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback
Steakhouse of Florida, Inc. and Hood & Associates, Inc. and Dennis L. Hood
(included as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31,1997 and incorporated herein by reference)
22
23
4.26 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc. and Aaron Restaurant Group, Ltd.
(included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31,1997 and incorporated herein by reference)
4.27 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc., Samuel Tancredi and Tancredi, Inc.
(included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31,1998 and incorporated herein by reference)
4.28 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc., Flanagan & Associates, Inc., and
Thomas J. Flanagan (filed herewith)
4.29 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc., J K Steak, Inc., and James Pollard
(filed herewith)
4.30 Joint Venture Agreement of Roy's/Outback dated June 17, 1999 between OS
Pacific, Inc., a wholly-owned subsidiary of Outback Steakhouse, Inc.,
and Roy's Holdings, Inc. (filed herewith)
4.31 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc., Coble, Inc., and Michael W. Coble
(filed herewith)
4.32 Asset Purchase Agreement by and between OS Prime, Inc., a wholly-owned
subsidiary of Outback Steakhouse, Inc., and Fleming Prime Steakhouse I,
L.L.C. (filed herewith)
4.33 Operating Agreement of Outback/Fleming's, LLC, a Delaware limited
liability company, dated October 1, 1999, by and among OS Prime, Inc.,
a wholly-owned subsidiary of Outback Steakhouse, Inc., FPSH Limited
Partnership and AWA III Steakhouses, Inc. (filed herewith)
4.34 Agreement and Plan of Reorganization among Outback Steakhouse Inc.,
Outback Steakhouse of Florida, Inc., Charles Angelopulos, Anthony
Athanas, Jr., Donald W. Burton, Arthur Collias, Peter Lynch, J. Brian
McCarthy, John F. Doyle, Kevin P. Harron, Tedesco Steakhouse, Inc., a
Massachusetts corporation, and KPH, Inc., a Massachusetts corporation
(filed herewith)
10.01 Lease for the Company's executive offices (included as and exhibit to
Registrant's Registration Statement on Form S-1, No. 33-44452, and
incorporated herein by reference)
10.02 Service and Non-Competition Agreement dated January 2, 1990, between
Outback Florida and Chris T. Sullivan (included as and exhibit to
Registrant's Registration Statement on Form S-1, No. 33- 40255, and
incorporated herein by reference)
10.03 Service and Non-Competition Agreement dated January 2, 1990, between
Outback Florida and Robert D. Basham (included as and exhibit to
Registrant's Registration Statement on Form S-1, No. 33-40255, and
incorporated herein by reference)
23
24
10.04 Service and Non-Competition Agreement dated January 2, 1990, between
Outback Florida and John Timothy Gannon (included as and exhibit to
Registrant's Registration Statement on Form S-1, No. 33-40255, and
incorporated herein by reference)
10.05 Employment Agreement dated February 2, 1988, between Outback Florida
and John Timothy Gannon (included as and exhibit to Registrant's
Registration Statement on Form S-1, No. 33-40255, and incorporated
herein by reference)
10.06 Employment Agreement dated January 2, 1990, between Outback Florida and
Robert Merritt (included as and exhibit to Registrant's Registration
Statement on Form S-1, No. 33-40255, and incorporated herein by
reference)
10.07 Stock Option Agreement dated January 2, 1990, between Outback Florida
and Robert Merritt (included as and exhibit to Registrant's
Registration Statement on Form S-1, No. 33-40255, and incorporated
herein by reference)
10.08 Stock Option Plan (included as and exhibit to Registrant's Registration
Statement on Form S-1, No. 33-40255, and incorporated herein by
reference)
10.09 Loan Agreement dated September 14, 1994 between Outback Steakhouse,
Inc. and Barnett Bank of Tampa (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference)
10.10 Employment Agreement dated October, 1990 between Paul Avery and Outback
Florida (included as an exhibit to Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by
reference)
10.11 Stock Option Agreement dated November 30, 1990 between Outback Florida
and Paul Avery (included as an exhibit to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated herein
by reference)
10.12 Employment Agreement dated March, 1994 between Outback Florida and
Joseph J. Kadow (included as an exhibit to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference)
10.13 Stock Option Agreement dated April 1, 1994 between Outback Florida and
Joseph J. Kadow (included as an exhibit to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference)
10.14 Amendment to Lease for the Company's executive offices dates June 10,
1994 (included as an exhibit to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference)
10.15 Amendment to Lease for the Company's executive office dated December
17, 1995 (included as an exhibit to Registrant's Annual Report on Form
10-K for the year ended December 31, 1995 and incorporated herein by
reference)
24
25
10.16 Stock Purchase Agreement dated July 18, 1995 among Outback Steakhouse,
Inc., Robert D. Basham, J. Timothy Gannon, and Bommerang Air, Inc.
(included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 and incorporated herein by reference)
10.17 First Amendment to Loan Agreement dated August 14, 1995 between Outback
Steakhouse, Inc. and Barnett Bank of Tampa (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1995 and incorporated herein by reference)
10.18 Amended and Restated Revolving Promissory Noted dated August 14, 1995
between Outback Steakhouse, Inc. and Barnett Bank of Tampa (included as
an exhibit to Registrant's Annual Report on Form 10- K for the year
ended December 31, 1995 and incorporated herein by reference)
10.19 Second Amendment to Loan Agreement dated May 30, 1996 between Outback
Steakhouse, Inc. and Barnett Bank of Tampa (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1996 and incorporated herein by reference)
10.20 Amended and Restated Revolving Promissory Note dated May 30, 1996
between Outback Steakhouse, Inc. and Barnett Bank of Tampa (included as
an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference)
10.21 First Amendment to Second Amended and Restated Loan Agreement dated May
30, 1996 between Outback Steakhouse, Inc. and Barnett Bank of Tampa
(included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996 and incorporated herein by reference)
10.22 Amended and Restated Commercial Promissory Note dated May 30, 1996
between Outback Steakhouse, Inc. and Barnett Bank of Tampa (included as
an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference)
10.23 Credit Agreement dated as of August 22, 1997 among Outback Steakhouse,
Inc., as Borrower, Outback Steakhouse of Florida, Inc., and Carrabba's
Italian Grill, Inc., as Guarantors, The Lenders Identified Herein, as
Lenders and Barnett Bank, N.A., as Agent (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997 and incorporated herein by reference)
10.24 Lease for the Company's executive offices (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1998 and incorporated herein by reference)
10.25 Credit Agreement dated as of December 21, 1999 among Outback
Steakhouse, Inc., Wachovia Bank, N.A., as Agent, Wachovia Securities,
Inc., as Sole Arranger, SunTrust Bank, [Tampa Bay], as Syndication
Agent, and SouthTrust Bank, National Association, as Documentation
Agent (filed herewith)
25
26
13.01 Management's Discussion and Analysis (filed herewith)
13.02 Report of Independent Certified Public Accountants and Consolidated
Financial Statements (filed herewith)
13.03 Market for the Registrant's Common Stock and Related Stock Matters
(filed herewith)
13.04 Independent Auditors' Report (filed herewith)
21.01 List of Subsidiaries (filed herewith)
23.01 Consent of PricewaterhouseCoopers LLP (filed herewith)
27.01 Financial Data Schedule (filed herewith)(for SEC use only)
26
27
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.
OUTBACK STEAKHOUSE, INC.
By: /s/ Chris T. Sullivan
-----------------------------------
Chris T. Sullivan, Chairman
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT
AND IN THE CAPACITIES AND ON THE DATES INDICATED.
/s/ Chris T. Sullivan Chairman, Chief Executive March 29, 2000
- ----------------------------- Officer and Director
Chris T. Sullivan (Principal Executive Officer)
/s/ Robert S. Merritt Senior Vice President, March 29, 2000
- ----------------------------- Chief Financial Officer,
Robert S. Merritt Treasurer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Robert D. Basham President, Chief Operating March 29, 2000
- ----------------------------- Officer and Director
Robert D. Basham
/s/ J. Timothy Gannon Senior Vice President and March 29, 2000
- -------------------------- Director
J. Timothy Gannon
/s/ Paul E. Avery Director March 29, 2000
- -----------------------------
Paul E. Avery
/s/ John A. Brabson, Jr. Director March 29, 2000
- -----------------------------
John A. Brabson, Jr.
/s/ Charles H. Bridges Director March 29, 2000
- -----------------------------
Charles H. Bridges
/s/ W.R. Carey, Jr. Director March 29, 2000
- -----------------------------
W.R. Carey, Jr.
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/s/ Edward L. Flom Director March 29, 2000
- -----------------------------
Edward L. Flom
/s/ Debbi Fields Rose Director March 29, 2000
- -----------------------------
Debbi Fields Rose
/s/ Nancy Schneid Director March 29, 2000
- -----------------------------
Nancy Schneid
/s/ Lee Roy Selmon Director March 29, 2000
- -----------------------------
Lee Roy Selmon
/s/ Toby S. Wilt Director March 29, 2000
- -----------------------------
Toby S. Wilt
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