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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, 2000 Commission File Number: 1-15935
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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:
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NONE
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 23, 2001, the aggregate market value of the voting stock held by
nonaffiliates of the Registrant was $1,561,160,492.
As of March 23, 2001, the number of shares outstanding of the Registrant's
Common Stock, $.01 par value was 76,111,504.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 2000 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, 2001 for the Annual Meeting of Shareholders to
be held on April 25, 2001 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," "anticipates," "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 of changes in
consumer tastes, local, regional and national economic conditions, the
seasonality of the Company's business, demographic trends, traffic patterns,
consumer perception of food safety, employee availability, the cost of
advertising and media, government actions and policies, inflation and increases
in various costs. In addition, the Company's ability to expand is dependent upon
various factors such as the availability of attractive sites for new
restaurants, ability to obtain appropriate real estate at acceptable prices,
impact of government moratoriums or approval processes which could result in
significant delays, ability to obtain all necessary contractors and
subcontractors, union activities such as picketing and hand billing which could
delay construction, 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. In addition, price and availability
of commodities, including but not limited to items such as beef, chicken,
shrimp, pork, dairy, potatoes and onions are subject to fluctuation and could
increase or decrease more than the Company expects. In addition, weather and
acts of God could result in construction delays and also adversely affect the
results of one or more stores for an indeterminate amount of time. 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.
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
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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. There were 18 Roy's Restaurants in operation at
December 31, 2000, in which the Company does not have an economic interest.
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.
In 2000, through its wholly owned subsidiary, OS Louisiana Inc., the Company
opened one Zazarac restaurant which is in the developmental stage. Also, in
2000, through its wholly owned subsidiary, OS Southern Inc., the Company opened
one Lee Roy Selmon's ("Selmon's") restaurant which is in the developmental
stage.
CONCEPTS AND STRATEGIES
As of December 31, 2000, the Company's restaurant system included 664
full-service restaurants operated under the name Outback Steakhouse, 101 of
which were franchised to unaffiliated domestic franchisees, 32 of which were
franchised to unaffiliated international franchisees, and two domestic and eight
international restaurants which were operated as development joint ventures. The
Company had a direct ownership interest in 508 domestic and 13 international
Outback Steakhouses. The system also included 81 full-service restaurants
operated under the name Carrabba's Italian Grill, 60 of which were Company owned
and 21 of which were operated as development joint ventures. The system also
included five full-service restaurants operated under the name Fleming's Prime
Steakhouse and Wine Bar of which three were Company owned and two were operated
as development joint ventures. 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 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 majority of Roy's restaurants serve
dinner only and feature a limited menu of "Euro-Asian" cuisine that includes a
blend of flavorful sauces and Asian spices with a variety of seafood, beef,
short ribs, pork, lamb and chicken. Roy's also offers several specialty
appetizers, desserts and full liquor service. Zazarac serves dinner only and
features Southern Louisiana cuisine. Zazarac also offers appetizers, desserts
and full liquor service. Lee Roy Selmon's ("Selmon's") serves dinner only and
features "Southern Style" comfort food. Selmon's also offers appetizers,
desserts and full liquor service. The Company believes that it differentiates
its Outback Steakhouse, Carrabba's, Fleming's, Roy's, Zazarac, and Selmon'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;
- -- 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 an ownership 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
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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 13.3% of Outback Steakhouses' revenues. The
price range of appetizers is $2.69 to $7.49 and the price range of entrees is
$6.49 to $24.49. The average check per person was $17.87 during 2000. 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 $20.99 to $29.99.
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 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 16.4% of Carrabba's revenues. The price range of appetizers is
$5.99 to $9.49 and the price range of entrees is $7.99 to $18.99 with nightly
specials to $25.99. The average check per person was $19.46 during 2000.
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. Liquor service
accounts for approximately 35.0% of Fleming's revenue. The price range of
entrees is $19.50 to $49.95. Appetizers range from $6.95 to $10.50 and side
dishes range from $4.50 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.
Restaurant Management and Employees. The general manager of each
Fleming's is required to purchase a 6% interest in the restaurant he or she
manages for $25,000 and is required to enter into a five-year employment
agreement. The chef of each Fleming's is required to purchase a 2% interest in
the restaurant for $10,000 and is required to enter into a five year employment
agreement. By requiring this level of commitment and by providing the general
manager and chef 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 and chefs. In addition, since the Company's restaurants are
generally
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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.
ROY'S
Menu. Roy's menu offers Chef Roy Yamaguchi's "Euro-Asian" cuisine, a
blend of flavorful sauces and Asian spices and features a variety of fish and
seafood, beef, short ribs, pork, lamb and chicken. Accompanying the entrees is
an extensive assortment of freshly prepared salads. The menu also includes
several specialty appetizers and desserts. Liquor service accounts for
approximately 28.3% of Roy's revenue. In addition to full bar service, Roy's
offers a large selection of quality wines. The price range of entrees is $14.00
to $40.00. Appetizers range from $4.00 to $17.00.
Upscale Casual Atmosphere. Roy's offers an upscale casual dining
experience. 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.
Restaurant Management and Employees. The general manager of each Roy's
is required to purchase a 6% interest in the restaurant he or she manages for
$25,000 and is required to enter into a five-year employment agreement. The chef
of each Roy's is required to purchase a 5% interest in the restaurant for
$15,000 and is required to enter into a five year employment agreement. By
requiring this level of commitment and by providing the general manager and chef
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
and chefs. 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.
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EXPANSION STRATEGY
During the year ended December 31, 2000, 40 Outback Steakhouses and 11
Carrabba's Italian Grills were added to the Company's restaurant system. In 2001
and 2002, the Company expects to develop 16 to 20 Carrabba's restaurants, the
majority of which will be Joint Venture restaurants, in existing markets where
the restaurants have demonstrated success. The Company expects to open 40 to 45
domestic company-owned Outback Steakhouse restaurants in 2001 and 2002, eight to
ten domestic franchised restaurants and 18 to 25 international restaurants each
year, of which four to five will be company-owned, five to six will be Joint
Venture restaurants primarily in Brazil and Asia and 13 to 14 franchised
restaurants. During 2001, 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, China, Australia, Venezuela, Costa Rica, Malaysia, Baharain and Korea.
The Company also intends to add five to six Fleming's Prime Steakhouse & Wine
Bar restaurants and five to six Roy's restaurants to the system during 2001.
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) Availability of attractive sites for new restaurants and the 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) The ability to negotiate suitable lease terms;
(vii) The ability to generate or borrow funds;
(viii) The ability to recruit and train skilled management and restaurant
employees; and
(ix) 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. 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, and site
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
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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 7,900 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 six tables and bar seating with
a capacity for approximately 34 people.
A typical Roy's is approximately 7,100 square feet and features a
dining room, an exhibition kitchen and full service liquor bar. The dining area
of a typical Roy's consists of approximately 40 tables and seats approximately
150 people. The bar area includes up to six tables and bar seating with a
capacity for approximately 34 people.
RESTAURANT LOCATIONS
The following table sets forth the location of each existing Outback
Steakhouse as of December 31, 2000:
UNAFFILIATED UNAFFILIATED
COMPANY OWNED DOMESTIC FRANCHISED INTERNATIONAL
RESTAURANTS RESTAURANTS FRANCHISED RESTAURANTS
------------------ ----------------- ------------------- ----------------------
Arizona(10) Nevada(7) Alaska(1) Aruba(1)
Arkansas(5) New Hampshire(1) Alabama(12) Bahamas(1)
Colorado(12) New Jersey(13) California(50) Canada(15)
Connecticut(5) New Mexico(5) Florida(2) Germany(2)
Delaware(1) New York(21) Idaho(4) Guam(1)
Florida(60) North Carolina(26) Mississippi(6) Hong Kong(2)
Georgia(25) North Dakota(1) New York(1) Japan(2)
Hawaii(3) Ohio(27) Oregon(8 Mexico(3)
Illinois(17) Oklahoma(8) Tennessee(3) Panama(1)
Indiana(16) Pennsylvania(20) Washington(14) Puerto Rico(3)
Iowa(4) Rhode Island(1)) Singapore(1)
Kansas(5) South Carolina(16) DOMESTIC
Kentucky(8) South Dakota(1) JOINT VENTURE INTERNATIONAL
Louisiana(12) Tennessee(13) RESTAURANTS COMPANY OWNED
Maryland(13) Texas(51) ----------- RESTAURANTS
Massachusetts(16) Utah(5) Florida(1) -----------
Michigan(19) Vermont(1) Georgia(1) Philippines(1)
Minnesota(9) Virginia(26) Cayman Islands(1)
Missouri(11) West Virginia(7) Korea(8)
Montana(1) Wisconsin(5)
Nebraska(3) Wyoming(1) INTERNATIONAL
JOINT VENTURE
RESTAURANTS
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Brazil(7)
Philippines(1)
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The following table sets forth the location of each existing Carrabba's Italian
Grill as of December 31, 2000:
COMPANY OWNED JOINT VENTURE
RESTAURANTS RESTAURANTS
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Arizona(5) Florida(5)
Colorado(6) Georgia(2)
Georgia(5) Ohio(1)
Florida(23) South Carolina(2)
Kansas(1) Tennessee(2)
Maryland(3) Texas(9)
New Jersey(3)
New Mexico(1)
Ohio(2)
North Carolina(6)
Pennsylvania(2)
Virginia(1)
Texas(2)
The following table sets forth the location of each existing Fleming's Prime
Steakhouse & Wine Bar as of December 31, 2000:
COMPANY OWNED JOINT VENTURE
RESTAURANTS RESTAURANTS
- ----------- -----------
Arizona(1) Florida(1)
California(2) Virginia(1)
The following table sets forth the location of each Roy's as of December 31,
2000:
COMPANY OWNED JOINT VENTURE
RESTAURANTS RESTAURANTS
- ----------- -----------
Florida(1) California(1)
Florida(1)
The following table sets forth the location of each Zazarac as of December 31,
2000:
COMPANY OWNED
RESTAURANTS
- -----------
Florida (1)
The following table sets forth the location of each Lee Roy Selmon's as of
December 31, 2000:
COMPANY OWNED
RESTAURANTS
- -----------
Florida (1)
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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.
Advertising and Marketing. The Company uses radio and television
advertising in selected markets for Outback and Carrabba's 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 general manager of each Company
owned Fleming's and Roy's is required, as a condition of employment, to sign a
five year employment agreement and is required to purchase a 6% interest in the
restaurant he or she is employed to manage. The chef of each Company owned
Fleming's and Roy's is required, as a condition of employment, to sign a five
year employment agreement and is required for Fleming's to purchase a 2%
interest and for Roy's to purchase 5% interest in the restaurant. 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 in Outback and Carrabba's and the 6%
interest in Fleming's and Roy's 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.
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
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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.
UNAFFILIATED FRANCHISE PROGRAM
At December 31, 2000, there were 101 domestic franchised Outback
Steakhouses and 32 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, Fleming's, Roy's, Zazarac or Lee Roy
Selmon's at December 31, 2000.
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 49,000 persons, approximately 300 of
whom are corporate personnel employed by Outback Steakhouse, Carrabba's, Outback
Steakhouses International franchising group, Fleming's Prime Steakhouse and Wine
Bar, Roy's, Zazarac and Lee Roy Selmon's. Approximately 2,358 are restaurant
management personnel and the remainder are hourly restaurant personnel. Of the
approximately 300 corporate employees, approximately 70 are in management and
230 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.
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
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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.
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 pages 7 and 8 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 2000.
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.
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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.
ITEM 6. SELECTED FINANCIAL DATA
Years Ended December 31,
-----------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(Dollar amounts in thousands,
except per share data)
Statements of Income Data(2):
Restaurant sales ............................ $ 1,888,322 $ 1,632,720 $ 1,392,587 $ 1,179,211 $ 954,481
Other revenues .............................. 17,684 13,293 10,024 7,684 4,979
----------- ----------- ----------- ----------- -----------
Revenues .................................... $ 1,906,006 $ 1,646,013 $ 1,402,611 $ 1,186,895 $ 959,460
----------- ----------- ----------- ----------- -----------
Cost of sales ............................... 715,224 620,249 543,770 453,826 372,080
Labor and other related expenses ............ 450,879 387,006 327,261 281,233 219,824
Other operating expenses .................... 358,514 299,829 259,757 214,442 164,387
Depreciation and amortization ............... 58,109 50,709 40,771 46,235 36,460
General & administrative expenses ........... 75,410 61,173 51,859 44,565 34,775
Provision for impaired assets and
restaurant closings (1) ................... 5,493 26,001
Loss (income) from operations of
unconsolidated affiliates ................. (2,457) (1,089) (514) 467 102
----------- ----------- ----------- ----------- -----------
Total costs and expenses .................... 1,655,679 1,423,370 1,222,904 1,066,769 827,628
----------- ----------- ----------- ----------- -----------
Income from operations ...................... 250,327 222,643 179,707 120,126 131,832
Other income (expense) net .................. (2,058) (3,042) (1,870)
Interest income (expense) ................... 4,617 1,416 (1,357) (2,847) (1,400)
----------- ----------- ----------- ----------- -----------
Income before elimination of
minority partners' interest
and provision for income taxes ............ 252,886 221,017 176,480 117,279 130,432
Elimination of minority
partners' interest ........................ 33,884 29,770 21,914 19,882 18,165
----------- ----------- ----------- ----------- -----------
Income before provision for income
taxes ..................................... 219,002 191,247 154,566 97,397 112,267
Provision for income taxes .................. 77,872 66,924 53,638 33,749 40,287
----------- ----------- ----------- ----------- -----------
Income before cumulative effect of a
change in accounting principle ............ 141,130 124,323 100,928 63,648 71,980
Cumulative effect of a change in
accounting principle (net of taxes) ....... (4,880)
----------- ----------- ----------- ----------- -----------
Net income .................................. $ 141,130 $ 124,323 $ 96,048 $ 63,648 $ 71,980
=========== =========== =========== =========== ===========
Basic earnings per common share
Income before cumulative effect of
change in accounting principle ........... $ 1.82 $ 1.61 $ 1.33 $ 0.86 $ 0.97
Cumulative effect of change in
accounting principle (net of taxes) ...... (0.06)
----------- ----------- ----------- ----------- -----------
Net income ................................ $ 1.82 $ 1.61 $ 1.27 $ 0.86 $ 0.97
=========== =========== =========== =========== ===========
Diluted earnings per common share
Income before cumulative effect of
change in accounting principle ........... $ 1.78 $ 1.57 $ 1.30 $ 0.85 $ 0.94
Cumulative effect of change in
accounting principle (net of taxes) ...... (0.06)
----------- ----------- ----------- ----------- -----------
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Net income ................................ $ 1.78 $ 1.57 $ 1.24 $ 0.85 $ 0.94
=========== =========== =========== =========== ===========
Pro forma net income(2) ..................... $ 122,398 $ 94,683 $ 62,774 $ 71,847
=========== =========== =========== ===========
Pro forma basic earnings per common
share(2) .................................. $ 1.59 $ 1.25 $ 0.85 $ 0.97
=========== =========== =========== ===========
Pro forma diluted earnings per
common share(2) ........................... $ 1.55 $ 1.22 $ 0.84 $ 0.94
=========== =========== =========== ===========
Basic weighted average number of
common shares outstanding ................. 77,470 77,089 75,702 74,007 73,976
Diluted weighted average number of
common shares outstanding .................. 79,232 79,197 77,484 75,014 76,190
Balance Sheet Data:
Working capital (deficiency) ................ $ 14,002 $ 12,276 $ 5,600 $ (10,153) $ (36,392)
Total assets ................................ 1,022,535 852,282 718,918 603,568 479,561
Long-term debt .............................. 11,678 1,519 38,966 70,492 49,850
Interest of minority partners in
consolidated partnerships ................. 16,840 17,704 9,912 4,561 1,675
Stockholders' equity ........................ 807,590 692,965 548,440 437,382 343,686
(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,
severance 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.
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.
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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, 2001.
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, 2001.
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, 2001.
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, 2001.
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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
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, 2000 and 1999
Consolidated Statements of Income - Years ended December 31, 2000,
1999, and 1998
Consolidated Statements of Stockholders' Equity - Years ended
December 31, 2000, 1999, and 1998
Consolidated Statements of Cash Flows Years ended December 31, 2000,
1999, and 1998
Notes to Consolidated Financial Statements
(b) REPORTS ON FORM 8-K
None.
(c) FINANCIAL STATEMENT SCHEDULES
None.
(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
15
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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)
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)
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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)
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)
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)
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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 (included as
an exhibit to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1999 and incorporated herein by reference)
4.29 Agreement and Plan of Reorganization among
Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc., J K Steak, Inc., and James
Pollard (included as an exhibit to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999 and
incorporated herein by reference)
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.
(included as an exhibit to Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated
herein by reference)
4.31 Agreement and Plan of Reorganization among
Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc., Coble, Inc., and Michael
W. Coble (included as an exhibit to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999 and
incorporated herein by reference)
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. (included as
an exhibit to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1999 and incorporated herein by reference)
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.
(included as an exhibit to Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated
herein by reference)
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 (included as an exhibit to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999 and
incorporated herein by reference)
4.35 Agreement and Plan of Reorganization among
Outback Steakhouse, Inc., Outback Steakhouse
of Florida, Inc., Rowell, Inc. and Kevin A.
Rowell (filed herewith)
4.36 Agreement and Plan of Reorganization among
Outback Steakhouse, Inc., Outback Steakhouse
of Florida, Inc., McMahon Restaurant Group,
Inc. And Matthew J. McMahon (filed herewith)
4.37 Agreement and Plan of Reorganization among
Outback Steakhouse, Inc., Outback Steakhouse
of Florida, Inc., Hadley, Inc. and Wm.
Blaise Hadley (filed herewith)
4.38 Agreement and Plan of Reorganization among
Outback Steakhouse, Inc., Outback Steakhouse
of Florida, Inc., A&J Aussie Restaurant
Group, Inc. And Ronald S. Duckstein (filed
herewith)
4.39 Asset Purchase Agreement by and between
Outback/Hawaii-I, Limited Partnership Roy's
Aussie Steakhouse, L.P. and Roy's Aussie
Steakhouse Number Two, LLC Dated as of
January 1, 2000 (filed herewith)
4.40 Stock Purchase Agreement by and among
Outback Steakhouse International, L.P. Chang
Kwun Kim, Young Sook Yeo, Jong Kuk Kim, Sang
Sook An, Moon Hwan Kim, Hyun Joo Shin, In
Hye Kim, Sung Bae Im and Great Field, Inc
dated February 25, 2000 (filed herewith)
4.41 Asset Purchase Agreement by and between OS
Pacific, Inc. and Restaurant Concepts of
Bonita Springs, Limited Partnership dated
June 1, 2000 (filed herewith)
4.42 Operating Agreement for Cheeseburger in
Paradise, LLC a Delaware Limited Liability
Company (filed herewith)
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4.43 Purchase Agreement dated January 1st 2001,by
and between Carrabba's Italian Grill and
Gold Coast Restaurant Group, Inc. (filed
herewith)
4.44 License Agreement made and entered into
effective January 1, 2001 by and among OS
Suites, Ltd., Horne Tipps Trophy Suites,
Inc., Horne Tipps Holding Company, William
E. Horne and James R. Tipps, Jr.
(Filed herewith)
4.45 License Agreement made and entered into
effective January 1, 2001 by and among OS
Golf Marketing, Ltd., Horne Tipps Holding
Company, William E. Horne and James R.
Tipps, Jr. (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)
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)
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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)
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 (included as
an exhibit to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1999 and incorporated herein by reference)
10.26 $15,000,000.00 Credit Agreement dated as of
June 13, 2000 between Outback Steakhouse,
Inc. and Wachovia Bank, N.A. (filed
herewith)
10.27 First Amendment to Credit Agreement dated
December 20, 2000 by and among Outback
Steakhouse, Inc., a Delaware corporation
(the "Borrower"), Wachovia Bank, N.A., as
agent and a bank, Suntrust Bank, Southtrust
Bank, The Huntington National Bank, Hibernia
National Bank and Bank of America, N.A.
(collectively referred to Herein as the
"Banks") (filed herewith)
10.28 Outback Steakhouse, Inc. Amended and
Restated Stock Option Plan
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(filed herewith)
10.29 Second Amendment to Employment Agreement
dated October 15, 2000 between Paul Avery
and Outback Steakhouse of Florida, Inc.
(filed herewith)
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)
21.01 List of Subsidiaries (filed herewith)
23.01 Consent of PricewaterhouseCoopers LLP (filed
herewith)
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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 30, 2001
------------------------- Officer and Director
Chris T. Sullivan (Principal Executive
Officer)
/s/ Robert S. Merritt Senior Vice President, March 30, 2001
------------------------- Chief Financial Officer,
Robert S. Merritt Treasurer and Director
(Principal Financial
Officer and
Principal Accounting
Officer)
/s/ Robert D. Basham President, Chief Operating March 30, 2001
------------------------- Officer and Director
Robert D. Basham
/s/ J. Timothy Gannon Senior Vice President and March 30, 2001
------------------------- Director
J. Timothy Gannon
/s/ Paul E. Avery Director March 30, 2001
-------------------------
Paul E. Avery
/s/ John A. Brabson Director March 30, 2001
-------------------------
John A. Brabson, Jr.
/s/ Charles H. Bridges Director March 30, 2001
-------------------------
Charles H. Bridges
/s/ W.R. Carey, Jr. Director March 30, 2001
-------------------------
W.R. Carey, Jr.
Director March 30, 2001
-------------------------
Edward L. Flom
Director March 30, 2001
-------------------------
Debbi Fields Rose
/s/ Nancy Schneid Director March 30, 2001
-------------------------
Nancy Schneid
/s/ Lee Roy Selmon Director March 30, 2001
-------------------------
Lee Roy Selmon
/s/ Toby S. Wilt Director March 30, 2001
-------------------------
Toby S. Wilt
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