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 1996, the Company issued approximately 2,348,000 shares of its Common Stock to the shareholders of four of its franchisees in exchange for all of their outstanding interests in 28 Outback Steakhouses in Ohio, Kentucky, Virginia, Illinois, Missouri, and Tennessee. The Franchise groups include Garob, Inc. ("Garob"), FBS Enterprises, Inc. ("FBS"), the Fore Management Group ("Fore Management"), and the Brenica Restaurant Group ("Brenica").
The mergers have been accounted for by the pooling of interests method using historical amounts and the financial statements presented herein have been restated to give retroactive effect to the mergers for the applicable periods presented.
CONCEPTS AND STRATEGIES
As of December 31, 1996, the Company's restaurant system included 373 full-service restaurants operated under the name Outback Steakhouse, 55 of which were franchised to unaffiliated franchisees, and 48 full-service restaurants operated under the name Carrabba's Italian Grills, 36 of which were Company-owned and twelve of which were operated as development joint ventures. Outback serves dinner only and features a limited menu of high quality, uniquely seasoned steaks, prime rib, chops, ribs, chicken, fish and pasta. Outback also offers specialty appetizers, including the signature "Bloomin' Onion," desserts and full liquor service. Carrabba's serves dinner only and features 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. The Company believes that it differentiates its Outback Steakhouse and Carrabba's restaurants by:
* emphasizing consistently high quality ingredients and preparation of a limited number of menu items that appeal to a broad array of tastes;
* featuring generous portions at moderate prices;
* attracting a diverse mix of customers through a casual dining atmosphere emphasizing highly attentive service;
* hiring and retaining experienced restaurant management by providing general managers the opportunity to purchase a 10% interest in the restaurants they manage; and
* limiting service to dinner (generally from 4:30 p.m. to 11:00 p.m.), which reduces the hours of restaurant management and employees.
OUTBACK STEAKHOUSE:
Menu. The Outback Steakhouse menu includes several cuts of freshly prepared, uniquely seasoned and seared steaks, plus prime rib, barbecued ribs, pork chops, chicken, seafood and pasta. The menu is designed to have a limited number of selections to permit the greatest attention to quality while offering sufficient breadth to appeal to all taste preferences. The Company tests new menu items to replace slower-selling items and regularly upgrades ingredients and cooking methods to improve quality and consistency of its food offerings. The menu also includes several specialty appetizers and desserts, together with full bar service featuring Australian beer and wine. Liquor service accounts for approximately 14% of Outback Steakhouses' revenues. The price range of appetizers is $1.95 to $6.45 and
the price range of entrees is $7.95 to $17.95. The average check per person was approximately $16 to $17 during 1996. Outback Steakhouses also offer a low-priced children's menu, and a few select Outback Steakhouses also offer a high-end menu with prices ranging from $16.95 to $22.95.
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 provided the opportunity 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, wood-fired pizza and veal. 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 18% of Carrabba's revenues. The price range of appetizers is $2.25 to $7.95 and the price range of entrees is $6.45 to $15.95. The average check per person was approximately $16 to $17 during 1996.
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 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 provided the opportunity 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.
EXPANSION STRATEGY
During the year ended December 31, 1996, 76 Outback Steakhouses and 25 Carrabba's Italian Grills were added to the Company's restaurant system. The Company expects to open 65 to 75 Outback Steakhouse restaurants in 1997 and 1998 of which 50 to 55 are expected to be Company-owned, and 20 to 25 Carrabba's Italian Grills, the majority of which will be Company-owned. During 1997, the Company expects to develop new Outbacks in its existing markets and in select new domestic and international markets including locations in Connecticut, Guam, Seoul, Korea, Edmonton, Canada, Waikiki, Hawaii, and the Cayman Islands. The Company also expects to develop Carrabba's Italian Grills in existing markets and select new markets including locations in New Jersey and Virginia.
The above statements regarding the Company's expansion plans constitute forward looking statements. The Company notes that a variety of factors could cause the actual results and experience to differ from the anticipated results referred to above. The Company's development schedule for new restaurant openings is subject to a number of risk factors that could cause actual results to differ, including:
(i) Ability to secure 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 secure all necessary contractors and sub-contractors;
(v) Union activities such as picketing and hand billing which could delay construction;
(vi) Weather and acts of God beyond the Company's control resulting in construction delays.
The Company utilizes controlled partnerships, in which the Company owns 71% 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 50% and its joint venture partner owns 50%, in select Outback markets and Carrabba's Italian Grills located in the State of 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 40% to 50% of new restaurants to be free standing locations owned by the Company. The Company considers the location of a restaurant to be critical to its long-term success and devotes significant effort to the investigation and evaluation of potential sites. The site selection process focuses on trade area demographics, such as visibility, accessibility and traffic volume. The Company also reviews potential competition and the profitability of national chain restaurants operating
in the area. Senior management inspects and approves each restaurant site. It takes approximately 90 to 180 days to complete construction and open a new restaurant.
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 bar. The dining area of a typical Outback consists of 35 to 38 tables and seats approximately 210 people. The bar area consists of six to nine tables and has seating capacity for approximately 35 people. Appetizers and complete dinners are served in the bar area.
A typical Carrabba's Italian Grill is approximately 6,200 square feet and features a dining room, pasta bar and an island full service liquor bar. The dining area of a typical Carrabba's Italian Grill consists of 34 to 36 tables and seats approximately 160 people. The liquor bar area includes eight tables and seating capacity for approximately 52 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.
RESTAURANT LOCATIONS The following table sets forth the location of each existing Outback Steakhouse as of December 31, 1996:
The following table sets forth the location of each existing Carrabba's Italian Grill as of December 31, 1996:
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. The Company currently purchases substantially all of its beef from two 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 joint venture 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 managers, together with the Company's Senior Vice President of Operations and Vice President of Training, are responsible for selecting and training the employees for each new restaurant. The training period for new 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 where it is cost-effective. The Company's goal is to develop a sufficient number of restaurants in each market it serves to permit the cost-effective use of radio and television advertising. 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 restaurant is required, as a condition of employment, to sign a five- year employment agreement and is given the opportunity to purchase a 10% interest in the restaurant the general manager is employed to manage. The Company requires each new unaffiliated franchisee to provide the same opportunity to the general manager of each new restaurant opened by that franchisee. To date, the purchase price for the 10% interest has been fixed at $25,000. During the five-year employment term, each general manager is prohibited from selling or otherwise transferring his 10% interest, and after the five-year term of employment, any sale or transfer of that interest is subject to certain rights of first refusal. 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 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 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, 1996, there were 54 domestic franchised Outback Steakhouse operators and one international Outback Steakhouse operator. Each 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 agreements to franchise Carrabba's Italian Grills at December 31, 1996.
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 23,000 persons, 146 of whom are corporate personnel, 1,310 of whom are restaurant management personnel and the remainder of whom are hourly restaurant personnel. Of the 146 corporate employees, 14 are in management and 132 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 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 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 14.5% 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 and has never been named as a defendant in a lawsuit involving "dram-shop" statutes.
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.
ITEM 2. PROPERTIES
Approximately 50% of the Company's restaurants are located in leased space. In the future, the Company intends to continue to construct and own a significant number of new restaurants on owned or leased land. Initial lease expirations primarily range from five to ten years, with the majority of the leases providing for an option to renew for at least one additional term. All of the Company's leases provide for a minimum annual rent, and most leases call for additional rent based on sales volume at the particular location over specified minimum levels. Generally, the leases are net leases which require the Company to pay the costs of insurance, taxes and a portion of lessors' operating costs. See page 7 for listing of restaurant locations.
The Company's executive offices are located in approximately 28,800 square feet of leased space in Tampa, Florida, under a lease expiring in 1999.
ITEM 3.
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.
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 1996.
PART II
ITEM 5.
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.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The financial data referred to above has been restated to reflect the mergers discussed in Item 1 for all periods.
ITEM 7.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The independent Auditors' Report and Consolidated Financial Statements of the Company are filed herewith as Exhibit 13.02 and are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item concerning the Company's executive officers and director 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 20, 1997.
ITEM 11.
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 20, 1997.
ITEM 12.
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 20, 1997.
ITEM 13.
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 20, 1997.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) LISTING OF FINANCIAL STATEMENTS 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, 1996 and 1995
Consolidated Statements of Income - Years Ended December 31, 1996, 1995, and 1994
Consolidated Statements of Stockholders' Equity - December 31, 1996, 1995, and 1994
Consolidated Statements of Cash Flows - Years Ended December 31, 1996, 1995, and 1994
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.
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.