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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year end December 31, 1999
------------------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission file number ____________
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
OUTBACK STEAKHOUSE, INC.
SALARIED EMPLOYEES 401(k) PLAN AND TRUST
Report on Audits of Financial Statements
For the year ended December 31, 1999
<PAGE>
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Table of Contents
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Page(s)
Reports of Independent Certified Public Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1999 and 1998 3
Notes to Financial Statements 4-10
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at End of
Year 11
Schedule of Investment Assets Both Acquired and Disposed of
Within the Plan Year 12
Schedule of Reportable Transactions 13
Schedule of Leases in Default or Classified as
Uncollectible 14
Schedule of Loans or Fixed Income Obligations in Default or
Classified as Uncollectible 15
Schedule of Nonexempt Transactions 16
Report of Independent Certified Public Accountants
To the Participants and Administrator of the
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
In our opinion, the accompanying statements of net assets available
for benefits and the related statements of changes in net assets
available for benefits present fairly, in all material respects, the
net assets available for benefits of the Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust (the "Plan") at December 31,
1999 and 1998, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles
generally accepted in the United States. These financial statements
are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in accordance
with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules listed in the table of contents are presented for the
purpose of additional analysis and are not a required part of the
basic financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
Tampa, Florida
June 21, 2000
-1-
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998
------------------------------------------------------------
1999 1998
Assets
Cash $ 18,224 $ -
Investments, at fair value:
Mutual funds 11,270,116 7,732,721
Outback Steakhouse, Inc. common stock 2,733,690 2,312,051
Common/collective trust 813,815 673,430
Participant loans 1,231,360 774,767
----------- ----------
16,067,205 11,492,969
Receivables:
Participant contributions 123,949 195,378
----------- -----------
Net assets available for benefits $16,191,154 $11,688,347
=========== ===========
The accompanying notes are an integral part of these financial
statements.
-2-
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
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1999 1998
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $1,515,536 $ 1,595,008
Interest and dividend income 552,732 358,122
--------- ---------
2,068,268 1,953,130
--------- ---------
Contributions:
Participant 3,389,760 3,204,708
Participant rollovers 94,368 3,872
--------- ---------
3,484,128 3,208,580
--------- ---------
Total additions 5,552,396 5,161,710
Deductions from net assets attributed to:
Benefits paid to participants 1,049,589 564,715
Administrative expenses - 34,541
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Total deductions 1,049,589 599,256
--------- ---------
Net increase 4,502,807 4,562,454
Net assets available for benefits:
Beginning of year 11,688,347 7,125,893
---------- ---------
End of year $16,191,154 $11,688,347
=========== ===========
The accompanying notes are an integral part of these financial
statements.
-3-
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
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1. Description of the Plan:
The following description of the Outback Steakhouse, Inc. Salaried
Employees 401(k) Plan and Trust (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established by Outback
Steakhouse, Inc. (the "Company") as of January 1, 1994. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Eligibility
Salaried employees, excluding highly compensated, union and leased
employees, who have reached the age of 18, are eligible to
participate in the Plan, as defined by the Plan.
Contributions
Each year, participants may contribute from 1% to 20% of their
pre-tax annual compensation and may change this contribution
percentage prior to any pay period interval throughout the Plan
year. Contributions to the Plan are limited by any contributions
made to a participant's Employees' Stock Ownership Plan account.
Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution
plans. Contributions of non-periodic deferrals, such as bonuses,
may also be made, subject to limitations of the Plan. Participants
direct their contributions into various investment options offered
by the Plan. Total participant contributions are subject to
limitations imposed by the Internal Revenue Code. Additional
amounts may be contributed at the discretion of the Company's
board of directors. No contributions were made by the Company
during the years ended December 31, 1999 and 1998.
Participant Accounts
Each participant's account is credited with the participant's
contributions, a prorata share of the Plan's earnings, and any
employer contributions. Plan earnings are allocated based upon the
participant's account balance. The benefit to which a participant
is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participants are immediately vested in their contributions,
including rollovers, plus actual earnings thereon. Vesting in the
Company's discretionary contribution, plus actual earnings
thereon, is based on years of credited service. Participants are
vested 100% in employer contributions after they achieve five
years of credited service with the Company.
-4-
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
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Investment Options
At the time of enrollment in the Plan, a participant may direct
his or her contributions, in 1% increments, in any of the seven core
investment options. Once enrolled, a participant may direct his or
her investment options to include any of the additional sixteen
non-core investment options
Core Investment Options:
AIM International Equity Fund Class A - Consisting of funds which
invest its assets in securities whose primary trading markets are
outside of the United States.
Merrill Lynch Capital Fund Class D - Consisting of funds which
allocate their investments across various asset classes, including
domestic common stocks, bonds and money market instruments, with a
focus on total return.
Merrill Lynch Retirement Preservation Trust - Collective trust
maintained by Merrill Lynch Trust (the "Trustee). Merrill Lynch
Asset Management, L.P. provides nondiscretionary advice to the
Trustee. The trust seeks to maintain a constant $1.00 net asset
value per unit, although this cannot be assured. Investment in the
trust is neither insured nor guaranteed by the U.S. Government.
Merrill Lynch S&P 500 Index Fund Class A - Covering 500
industrial, utility, transportation, and financial companies of
the U.S. markets (mostly NYSE issues). The Index represents about
75% of NYSE market capitalization and 30% of NYSE issues.
Outback Steakhouse Inc. Common Stock - Invests in common stock of
Outback Steakhouse, Inc.
PIMCO Total Return Fund Class A - Consisting of funds which invest
at least 65% of assets in investment grade debt issues (rated in
top four grades) with dollar-weighted average maturities of five
to ten years.
State Street Research Alpha Fund Class A - Consisting of funds
which seek relatively high current income and growth of capital
through investing 60% or more of its portfolio in equities.
Non-Core Investment Options:
AIM Weingarten Fund Class A - Consisting of funds which normally
invest in companies whose long-term earnings are expected to grow
significantly faster than the earnings of the stocks represented
in the major unmanaged stock indices.
Alliance Quasar Fund Class A - Consisting of funds that by
prospectus or portfolio practice, limits its investments to
companies on the basis of the size of the company.
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
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Davis New York Venture Fund Class A - Consisting of funds which
normally invest in companies whose long-term earnings are expected
to grow significantly faster than the earnings of the stocks
represented in the major unmanaged stock indices.
Evergreen Growth & Income Fund Class A - Consisting of funds that
combine a growth and earnings orientation and an income
requirement for level and/or rising dividends.
GAM North America Fund Class A - Consisting of funds which aim at
maximum capital appreciation, frequently by means of 100% or more
portfolio turnover, leveraging, purchasing unregistered
securities, purchasing options, etc. The fund may take large cash
positions.
Lord Abbett Developing Growth Fund Class P - Consisting of funds
that by prospectus or portfolio practice, limits its investments
to companies on the basis of the size of the company.
Massachusetts Investors Trust Class A - Consisting of funds that
combine a growth and earnings orientation and an income
requirement for level and/or rising dividends.
Merrill Lynch Fundamental Growth Fund Class D - Consisting of
funds which normally invest in companies whose long-term earnings
are expected to grow significantly faster than the earnings of the
stocks represented in the major unmanaged stock indices.
Merrill Lynch Special Value Fund Class D - Consisting of funds
that by prospectus or portfolio practice, limits its investments
to companies on the basis of the size of the company.
Oppenheimer Capital Appreciation Fund Class A - Consisting of
funds which aim at maximum capital appreciation, frequently by
means of 100% or more portfolio turnover, leveraging, purchasing
unregistered securities, purchasing options, etc. The fund may
take large cash positions.
Oppenheimer Quest Global Value Fund Class A - Consisting of funds
which invest at least 25% of its portfolio in securities traded
outside the United States and may own U.S. securities as well.
Oppenheimer Strategic Income Fund Class A - Consisting of funds
which seek current income by allocating assets among several
different fixed income securities sectors (with no more than 65%
in any one sector except for defensive purposes) including U.S.
Government and foreign, with a significant portion of assets in
securities rated below investment grade.
PIMCO Mid Cap Growth Fund Class A - Consisting of funds which by
prospectus or portfolio practice limits its investments to
companies with average market capitalization and/or revenue
between $800 million and the average market capitalization of the
Wilshire 4500 Index (as captured by the Vanguard Index Extended
Market Fund).
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
---------------------------------------------------------------
PIMCO Small Cap Value Fund Class A - Consisting of funds that by
prospectus or portfolio practice, limits its investments to
companies on the basis of the size of the company.
Pioneer Growth Shares Fund Class A - Consisting of funds which
normally invest in companies whose long-term earnings are expected
to grow significantly faster than the earnings of the stocks
represented in the major unmanaged stock indices.
State Street Research Government Income Fund - Consisting of funds
that invest at least 65% of its assets in the U.S. Government and
agency issues.
Participant Loans
Loans are available to active participants who maintain an account
balance under the Plan provided that the minimum loan amount is
$1,000 with a maximum of $50,000 or 50% of the participant's
vested account balance. Such loans are collateralized by each
respective participant's account with interest and principal
payments being credited to the participant's account according to
the then current investment choices. All loans are subject to
repayment via payroll deductions over a maximum period of five
years, except for the purchase of a primary residence, for which
the period is 15 years. The interest for loans is determined as of
the first day of each calendar quarter at an interest rate
commensurate with local prevailing rates as determined by the
Trustee.
Payment of Benefits
Upon termination of service due to death, disability or
retirement, a participant may elect to receive a lump sum cash
payment or installment payments payable in cash or in kind over a
period not to exceed the participant's expected future lifetime or
the joint expected future lifetime of the participant and spouse.
In addition, under very limited circumstances, a participant may
receive a financial hardship distribution, in accordance with the
Plan agreement. A maximum of four such withdrawals are permitted
annually.
Forfeited Accounts
Forfeitures are allocated to participants as additional employer
contributions. As of December 31, 1999 and 1998, there were no
forfeitures.
2. Summary of Significant Accounting Policies:
Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting, except for benefit payments, which
are recorded when paid.
-7-
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
---------------------------------------------------------------
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Quoted market
prices are used to value investments. Shares of mutual funds are
valued at the net asset value of shares held by the Plan at year
end. Participant loans are valued at cost, which approximates fair
value.
Net realized and unrealized appreciation (depreciation) is
recorded in the accompanying statements of changes in net assets
available for benefits as net appreciation in fair value of
investments.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
Administrative Expenses
For the year end December 31, 1999, all expenses incurred in
connection with the Plan's administration were paid by the
Company. Prior to that, all expenses were paid by the Plan.
3. Statement of Position 99-3
During 1999, the Company adopted the provisions of Statement of
Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" ("SOP
99-3"). SOP 99-3 eliminates the requirement to separately disclose
participant-directed investment options as a separate fund in the
financial statements in columnar form or in the related
disclosures.
4. Investments:
The following table presents fair value of investments.
Investments that represent 5% or more of the Plan's net assets are
separately stated.
December 31,
1999 1998
Investments, at fair value as determined
by quoted market prices:
Mutual funds $ 11,270,116 $ 7,732,721
Outback Steakhouse, Inc. common stock 2,733,690 2,312,051
Common/collective trust 813,815 673,430
Participant loans 1,231,360 774,767
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Total investments $ 16,048,981 $11,492,969
============ ===========
-8-
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
---------------------------------------------------------------
During 1999 and 1998, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the
year) appreciated (depreciated) in value, as follows:
Year Ended December 31,
1999 1998
Mutual funds $ 1,567,100 $ 922,119
Outback Steakhouse, Inc. common stock (51,464) 672,889
Common/collective trust (100) -
------------ ----------
$ 1,515,536 $1,595,008
============ ==========
5. Related Party Transactions
Certain Plan investments are shares of Company stock and mutual
funds managed by the Trustee and, therefore, these transactions
qualify as party-in-interest.
Fees paid during the year for legal, accounting, administration
and other professional services rendered by parties-in-interest
were based on customary and reasonable rates for such services.
6. Plan Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue employer contributions at
any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become
100% vested in their accounts.
7. Tax Status
The Internal Revenue Service has determined, and informed the
Company by a letter dated September 27, 1995, that the Plan, as
then designed, was in compliance with the applicable requirements
of the Internal Revenue Code ("IRC"). The Plan has been amended
since receiving the determination letter, however, the Plan
administrator believes that the Plan is designed, and is currently
being operated, in compliance with the applicable requirements of
the IRC. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
Effective October 1, 1998, the Plan changed trustees to Merrill
Lynch Trust at which time the Plan amended its Plan
document based on a "prototype plan" the Trustee offers. As of the
date of these financial statements, the Plan has not yet filed for
a new tax determination letter.
8. Nonexempt Transactions
The Company has identified $257,254 of certain 1999 employee
contributions to the Plan that were not remitted within the
fifteen business days following the end of the month in which the
amounts are contributed or withheld from employees' payroll, as
required by ERISA.
-9-
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
---------------------------------------------------------------
9. Concentrations of Credit Risk
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist of the Plan's investments.
Plan participants have the option to invest in twenty-three
different investment options.
10. Subsequent Event
Effective January 1, 2000, the Plan was amended to merge the
assets of salaried employees held in the Outback Steakhouse, Inc.
Employees' Stock Ownership Plan (the "ESOP") into the Plan.
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Assets Held for Invesment Purposes
At End of Year
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Identity of issue, borrower, Description of Current
lessor, or similar party investment value
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Outback Steakhouse, Inc. Common Stock Fund $ 2,733,690
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Merrill Lynch Retirement Preservation Trust Common/Collective Trust 813,815
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AIM International Equity Fund Class A Mutual Fund 2,802,546
AIM Weingarten Fund Class A Mutual Fund 144,427
Alliance Quasar Fund Class A Mutual Fund 2,425
Davis New York Venture Fund Class A Mutual Fund 26,532
Evergreen Growth & Income Fund Class A Mutual Fund 15,193
GAM North America Fund Class A Mutual Fund 7,844
Lord Abbett Developing Growth Fund Class P Mutual Fund 5,857
Massachusetts Investors Trust Class A Mutual Fund 53,823
Merrill Lynch Capital Fund Class D Mutual Fund 1,558,895
Merrill Lynch Fundamental Growth Fund Class D Mutual Fund 155,422
Merrill Lynch S&P 500 Index Fund Class A Mutual Fund 5,445,140
Merrill Lynch Special Value Fund Class D Mutual Fund 4,077
Oppenheimer Capital Appreciation Fund Class A Mutual Fund 137,874
Oppenheimer Quest Global Value Fund Class A Mutual Fund 8,120
Oppenheimer Strategic Income Fund Class A Mutual Fund 993
PIMCO Mid Cap Growth Fund Class A Mutual Fund 7,118
PIMCO Small Cap Value Fund Class A Mutual Fund 1,479
PIMCO Total Return Fund Class A Mutual Fund 163,416
Pioneer Growth Shares Fund Class A Mutual Fund 129,304
State Street Research Alpha Fund Class A Mutual Fund 592,932
State Street Research Government Income Fund Mutual Fund 6,699
-----------
Total Mutual Funds 11,270,116
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Participant Loans Loan Fund 1,231,360
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Total $16,048,981
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Invesment Assets Both Acquired and
Disposed of Within the Plan Year
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The Plan has executed no transactions as defined.
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Reportable Transactions
---------------------------------------------------------------
The Plan has executed no transactions as defined.
-13-
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Leases in Default of Classified as Uncollectible
---------------------------------------------------------------
The Plan has executed no transactions as defined.
-14-
<PAGE>
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Loans or Fixed Income Obligations
in Default or Classified as Uncollectible
---------------------------------------------------------------
The Plan has executed no transactions as defined.
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<PAGE>
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Nonexempt Transactions
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C.
Description
of trans-
action
including
Relation- maturity,
ship to date, or rate
plan of interest, Expenses
Identity employer collateral, incurred in Net gain/
of or other par or connection Current (loss)
party party-in- maturity Purchase Selling Lease with Cost of value of on each
involved interest value price price rental transaction asset asset transaction
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Outback
Steakhouse,
Inc. Plan Sponsor Overdue $129,486 - - - $129,486 $129,486 -
employee
contributions
not timely
remitted to
the Plan;
contributions
due 7/21/1999,
remitted 8/18/1999
Outback
Steakhouse,
Inc. Plan Sponsor Overdue $127,768 - - - $127,768 $127,768 -
employee
contributions
not timely
remitted to
the Plan;
contributions
due 6/21/1999,
remitted 6/22/1999
-16-
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the Plan Administrator has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
PLAN ADMINISTRATOR
OUTBACK STEAKHOUSE, INC.
By: /s/ Robert S. Merritt
Robert S. Merritt
Senior Vice President
Chief Financial Officer and Treasurer
Dated: June 28, 2000
17
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