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, 2001
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[ ] 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 years ended December 31, 2001 and 2000
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
TABLE OF CONTENTS
Page(s)
Report of Independent Certified Public Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 2001 and 2000 2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2001 and 2000 3
Notes to Financial Statements 4-7
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at
End of Year 8
Schedule of Investments Both Acquired and Disposed
of Within the Plan Year 9
Schedule of Reportable Transactions 10
Schedule of Loans or Fixed Income Obligations in
Default or Classified as Uncollectible 11
Schedule of Leases in Default or Classified as
Uncollectible 12
Schedule of Nonexempt Transactions 13
Report of Independent Certified Public Accountants
To the Participants and Administrator of
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
Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and
Trust (the "Plan") at December 31, 2001 and 2000, 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 of America. 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 of America, 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 our opinion.
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 19, 2002
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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, 2001 and 2000
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2001 2000
ASSETS
Cash $ 7,767 $ 4,442
Investments 26,161,729 20,476,150
Receivables:
Participant contributions - 310,060
Employer contributions 922,498 700,000
Due from broker for securities sold - 2,456
------------- ------------
922,498 1,012,516
------------- ------------
Total Assets 27,091,994 21,493,108
LIABILITIES
Due to broker for securities purchased 80,029 -
------------- ------------
Total liabilities 80,029 -
Net assets available for benefits $ 27,011,965 $ 21,493,108
============= ============
The accompanying notes are an integral part of these financial statements.
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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, 2001 and 2000
2001 2000
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of investments $ 260,135 $(2,429,597)
Interest and dividend income 629,178 849,257
----------- -----------
889,313 (1,580,340)
----------- -----------
Contributions:
Participant 4,698,141 4,274,622
Participant rollovers 125,763 138,958
Employer 1,751,273 700,000
----------- -----------
6,575,177 5,113,580
----------- -----------
Total additions 7,464,490 3,533,240
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 1,892,817 1,350,633
Other 52,816 19,279
----------- -----------
Total deductions 1,945,633 1,369,912
----------- -----------
Net increase 5,518,857 2,163,328
Transfer of assets from the Outback Steakhouse, Inc.
Employees Stock Ownership Plan - 3,138,626
----------- -----------
5,518,857 5,301,954
Net assets available for benefits:
Beginning of year 21,493,108 16,191,154
----------- -----------
End of year $27,011,965 $21,493,108
=========== ===========
The accompanying notes are an integral part of these financial statements.
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 2001 and 2000
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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. and its wholly-owned subsidiaries (the
"Company") as of January 1, 1994. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
During fiscal 2000, the Plan was amended to provide for a
profit sharing contribution in addition to the employer
matching contribution already permitted under the Plan.
Additionally, the Plan was amended effective June 1, 2000 to
provide for the merger of the assets and liabilities of certain
salaried employees held in the Outback Steakhouse, Inc.
Employees Stock Ownership Plan (the "ESOP") into the Plan.
Shares with a market value at date of transfer of $3,138,626
were transferred from the ESOP to the Plan effective June 15,2000.
Eligibility
Substantially all of the Company's salaried employees, 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. 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 by the Company at the
discretion of the Company's board of directors in the form of a
matching or profit sharing contribution. Employer matching
contributions are allocated in the ratio of a participant's
total elective deferrals for the Plan year to the total
elective deferrals of all participants for the Plan year. The
profit sharing contribution is allocated to participants
employed by the Company on the last day of the Plan year based
on the ratio of a participant's compensation for the plan year
to the compensation of all participants for the Plan year.
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 2001 and 2000
------------------------------------------------------------------
The Company declared a profit sharing contribution of $922,498
and $828,775 for fiscal 2001 and 2000, respectively.
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 contributions, 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.
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 twenty-one non-core investment options.
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.
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 2001 and 2000
------------------------------------------------------------------
Forfeited Accounts
Forfeitures are used to pay Plan expenses and reduce the Company's
profit sharing and/or matching contribution for the Plan year in
which the forfeiture occurs. As of December 31, 2001 and 2000,
there were $2,938 and $0 forfeitures available, respectively.
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.
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
(depreciation) 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
Certain expenses incurred in connection with the Plan's
administration are paid by the Company and are not included in
the accompanying financial statements.
3. 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,
2001 2000
Investments, at fair value as
determined by quoted market prices:
Mutual funds $13,927,837 $12,306,192
Outback Steakhouse, Inc. common stock 8,184,349 5,409,708
Common/collective trust 1,829,710 1,100,521
Participant loans 2,219,833 1,659,729
----------- -----------
Total investments $26,161,729 $20,476,150
=========== ===========
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Notes to Financial Statements
For the Years Ended December 31, 2001 and 2000
------------------------------------------------------------------
During 2001 and 2000, 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,
2001 2000
Mutual funds $(1,793,454) $(1,890,540)
Outback Steakhouse, Inc. common stock 2,053,589 (539,057)
Common/collective trust - -
----------- -----------
$ 260,135 $(2,429,597)
=========== ===========
4. Related Party Transactions
Certain Plan investments are shares of Company stock and mutual funds
managed by Merrill Lynch Trust Company (the "Trustee") and, therefore,
these transactions qualify as party-in-interest transactions. Fees paid
during the year for services rendered by parties-in-interest were based
on customary and reasonable rates for such services.
5. 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.
6. 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 (the "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.
7. 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-eight different investment options.
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Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule to Assets Held for Investment Purposes
At End of Year
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Identity of issue, borrower, Description of Current
lessor, or similar party investment value
Outback Steakhouse, Inc.* Common Stock Fund $ 8,184,349
-------------
Merrill Lynch Retirement Preservation Trust* Common/Collective Trust 1,829,710
-------------
AIM International Equity Fund Class A* Mutual Fund 2,175,465
AIM Weingarten Fund Class A Mutual Fund 285,117
Alliance Quasar Fund Class A Mutual Fund 11,611
Davis New York Venture Fund Class A Mutual Fund 147,394
Davis Series Financial Fund Class A Mutual Fund 3,443
Evergreen Growth & Income Fund Class A Mutual Fund 28,415
GAM Global Fund Class A Mutual Fund 11,356
GAM American Focus Fund Class A Mutual Fund 8,966
Lord Abbett Developing Growth Fund Class P Mutual Fund 97,735
Massachusetts Investors Trust Class A Mutual Fund 85,560
Mercury Low Duration Investor Class A Mutual Fund 5,192
Merrill Lynch Balances Capital Fund Class D* Mutual Fund 1,781,567
Merrill Lynch Basic Value Fund Class D Mutual Fund 38,560
Merrill Lynch Fundamental Growth Fund Class D Mutual Fund 427,581
Merrill Lynch S&P 500 Index Fund Class A* Mutual Fund 5,227,044
Merrill Lynch Small Cap Value Fund Class A Mutual Fund 406,931
Oppenheimer Capital Appreciation Fund Class A Mutual Fund 554,920
Oppenheimer Quest Global Value Fund Class A Mutual Fund 111,271
Oppenheimer Strategic Income Fund Class A Mutual Fund 19,455
PIMCO Mid Cap Growth Fund Class A Mutual Fund 216,054
PIMCO Small Cap Value Fund Class A Mutual Fund 152,648
PIMCO Total Return Fund Class A Mutual Fund 729,761
Pioneer Growth Shares Fund Class A Mutual Fund 86,607
State Street Research Mid Cap Value Fund Class A* Mutual Fund 1,182,931
State Street Research Government Income Fund Mutual Fund 67,781
Van Kamp Growth & Income Fund Class B Mutual Fund 64,472
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Total Mutual Funds 13,927,837
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Participant Loans* Loan Fund 2,219,833
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Total $ 26,161,729
=============
*Items represent investments that are greater than 5% of the Plan's net assets.
-8-
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Investment Assets Both Acquired and
Disposed of Within the Plan Year
------------------------------------------------------------------
The Plan executed no transactions as defined.
-9-
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Reportable Transactions
------------------------------------------------------------------
The Plan executed no transactions as defined.
-10-
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 executed no transactions as defined.
-11-
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Leases in Default or Classified as Uncollectible
------------------------------------------------------------------
The Plan executed no transactions as defined.
-12-
Outback Steakhouse, Inc.
Salaried Employees 401(k) Plan and Trust
Schedule of Nonexempt Transactions
------------------------------------------------------------------
The Plan executed no transactions as defined.
-13-
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the Plan Adminstrator has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
PLAN ADMINSTRATOR
OUTBACK STEAKHOUSE, INC.
By: /s/ Robert S. Merritt
Robert S. Merritt
Senior Vice President
Chief Financial Officer and Treasurer
Dated: June 27, 2002
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