UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
July
27, 2012
RUTH'S HOSPITALITY GROUP,
INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-51485
Delaware |
72-1060618 |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
1030 W. Canton Avenue, Ste. 100
Winter
Park, FL 32789
(Address
of principal executive offices, including zip code)
(407)
333-7440
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On July 27, 2012, the Company issued a press release announcing its earnings results for its fiscal second quarter ended June 24, 2012. A copy of the press release is being furnished as Exhibit 99.1.
The information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Press Release issued by Ruth’s Hospitality Group, Inc., dated July 27, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RUTH’S HOSPITALITY GROUP, INC. |
|||
Date: |
July 27, 2012 |
By: |
/s/ Arne G. Haak |
Arne G. Haak |
|||
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
|
99.1 |
Press Release issued by Ruth’s Hospitality Group, Inc., dated July 27, 2012. |
Exhibit 99.1
Ruth’s Hospitality Group, Inc. Reports Second Quarter 2012 Financial Results
-10th consecutive quarter of traffic growth drives revenues up 6.2%-
WINTER PARK, Fla.--(BUSINESS WIRE)--July 27, 2012--Ruth’s Hospitality Group, Inc. (NASDAQ: RUTH) today reported unaudited financial results for its second quarter ended June 24, 2012.
Highlights for the second quarter of 2012 were as follows:
The Company reported net income applicable to preferred and common shareholders of $5.8 million or $0.17 per diluted share in the second quarter of 2012. In the comparable period of 2011 a tax benefit of $4.4 million contributed to GAAP earnings. Excluding the second quarter 2011 tax benefit, earnings per diluted share for the second quarter of 2012 increased 70% to $0.17 from $0.10. (See accompanying Reconciliation of Non-GAAP Financial Measure table.)
Total revenues in the second quarter rose 6.2% to $97.7 million compared to $92.0 million in the prior year.
Total operating costs in the second quarter increased by 6.1% or $5.1 million, compared to the second quarter of 2011.
Michael P. O'Donnell, Chairman, President and Chief Executive Officer of Ruth's Hospitality Group, Inc., stated, “Our business momentum continued during the quarter led by the ninth consecutive quarter of comparable store sales growth and the tenth straight period of traffic growth at our Ruth’s Chris brand despite a challenging environment. We are also pleased with the recent sales improvement at Mitchell’s and are excited about the efforts of the new leadership team that has been in place just a few short months. While beef costs continued to pose a significant headwind, through the combined efforts of our entire team we drove strong second quarter results.”
O’Donnell added, “We enter the second half of 2012 excited about our future growth prospects and with a healthier capital structure, we are better positioned for earnings leverage to drive improved profitability and creating more value for our shareholders.”
At the end of the second quarter of 2012, the Company had $71 million in debt outstanding under its senior credit facility, a decrease of $6 million from $77 million at the end of the first quarter of 2012.
A new Ruth's Chris Steak House located at Harrah's casino in Cherokee, NC opened in May 2012 under a management agreement between the Company and the Eastern Band of Cherokee Indians. Additionally a second franchise-owned restaurant located in Dubai was opened in April 2012.
A Company-owned Ruth’s Chris Steak House is scheduled to open in Cincinnati, OH in November 2012 and management anticipates that an additional three franchise-owned restaurants will open in 2012. The Company continues to work towards developing new Ruth’s Chris Steak Houses in the future. At this time, the Company’s plans for 2013 include opening a new company-owned restaurant in Denver, CO, relocating its Houston, TX location and opening four to five franchise locations.
Review of Second Quarter 2012 Operating Results
Total revenues, which include Company-owned restaurant sales, franchise income, and other operating income, were $97.7 million in the second quarter of 2012 compared to $92.0 million in the same quarter last year.
Company-owned restaurant sales increased 5.6% to $91.8 million for the second quarter of 2012 from $86.9 million in the same quarter last year. Total operating weeks for all brands during the second quarter increased to 1,105 from 1,104.
Ruth’s Chris Steak House Sales
Mitchell’s Fish Market Sales
Franchise Income
Financial Outlook
The following statements are not guarantees of future performance, and therefore, undue reliance should not be placed upon them. We refer all of you to our recent filings with the SEC for a more detailed discussion of the risks that could impact future operating results and financial conditions.
Based on current information, Ruth's Hospitality Group, Inc. is reiterating its full year 2012 outlook:
Conference Call
The Company will host a conference call to discuss second quarter 2012 financial results today at 8:30 AM Eastern Daylight Time. Hosting the call will be Mike O’Donnell, Chairman, President and Chief Executive Officer, and Arne Haak, Executive Vice President and Chief Financial Officer.
The conference call can be accessed live over the phone by dialing 719-457-1506. A replay will be available one hour after the call and can be accessed by dialing 858-384-5517; the password is 5470596. The replay will be available until August 3, 2012. The call will also be webcast live from the Company's website at www.rhgi.com under the investor relations section.
About Ruth’s Hospitality Group, Inc.
Ruth’s Hospitality Group, Inc. (NASDAQ: RUTH) is a leading restaurant company focused exclusively on the upscale dining segment. The Company owns the Ruth’s Chris Steak House, Mitchell’s Fish Market, Columbus Fish Market, Mitchell’s Steakhouse and Cameron’s Steakhouse concepts. With more than 150 Company- and franchisee-owned locations worldwide, Ruth’s Hospitality Group, Inc. was founded in 1965 and is headquartered in Winter Park, Fla.
For further information about our restaurants, to make reservations, or to purchase gift cards, please visit: www.RuthsChris.com, www.MitchellsFishMarket.com, www.MitchellsSteakhouse.com and www.Camerons-Steakhouse.com. For more information about Ruth’s Hospitality Group, Inc., please visit www.rhgi.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. These forward-looking statements include all statements other than those made solely with respect to historical facts and include, but are not limited to, statements regarding the Company’s outlook on earnings, cash flow and operational flexibility. Actual results could differ materially from those projected, implied or anticipated by these forward-looking statements. Some of the factors that could cause actual results to differ include the risk factors identified in the reports the Company files with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 25, 2011 and subsequently filed Quarterly Reports on Form 10-Q, all of which are available on the SEC’s website at www.sec.gov. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update this press release after the date hereof.
RUTH'S HOSPITALITY GROUP, INC AND SUBSIDIARIES | |||||||||||||||||||||
Condensed Consolidated Statements of Income (Loss) - Unaudited | |||||||||||||||||||||
(Amounts in thousands, except share and per share data) | |||||||||||||||||||||
13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||
June 24, | June 26, | June 24, | June 26, | ||||||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||||||||
Revenues: | |||||||||||||||||||||
Restaurant sales | $ | 91,819 | $ | 86,947 | $ | 189,106 | $ | 181,111 | |||||||||||||
Franchise income | 3,243 | 2,881 | 6,698 | 5,938 | |||||||||||||||||
Other operating income | 2,651 | 2,198 | 2,911 | 2,698 | |||||||||||||||||
Total revenues | 97,713 | 92,026 | 198,715 | 189,747 | |||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Food and beverage costs | 29,537 | 26,560 | 60,664 | 55,444 | |||||||||||||||||
Restaurant operating expenses | 46,938 | 44,976 | 94,432 | 91,315 | |||||||||||||||||
Marketing and advertising | 2,419 | 3,167 | 4,159 | 6,097 | |||||||||||||||||
General and administrative costs | 6,227 | 5,353 | 13,112 | 11,230 | |||||||||||||||||
Depreciation and amortization expenses | 3,639 | 3,649 | 7,346 | 7,360 | |||||||||||||||||
Pre-opening costs | 75 | 41 | 120 | 42 | |||||||||||||||||
Restructuring benefit | - | - | - | (502 | ) | ||||||||||||||||
Total costs and expenses | 88,835 | 83,745 | 179,833 | 170,985 | |||||||||||||||||
Operating income | 8,878 | 8,280 | 18,882 | 18,761 | |||||||||||||||||
Other expense: | |||||||||||||||||||||
Interest expense, net | (598 | ) | (739 | ) | (1,079 | ) | (1,569 | ) | |||||||||||||
Debt issuance costs written-off | - | - | (807 | ) | - | ||||||||||||||||
Other | (47 | ) | (219 | ) | (60 | ) | (419 | ) | |||||||||||||
Income from continuing operations before income tax expense | 8,233 | 7,322 | 16,936 | 16,773 | |||||||||||||||||
Income tax expense (benefit) | 2,392 | (1,814 | ) | 4,983 | 1,032 | ||||||||||||||||
Income from continuing operations | 5,841 | 9,136 | 11,953 | 15,741 | |||||||||||||||||
Loss (income) from discontinued operations, net of income tax benefit (expense) | 9 | (70 | ) | 26 | (397 | ) | |||||||||||||||
Net income | $ | 5,832 | $ | 9,206 | $ | 11,927 | $ | 16,138 | |||||||||||||
Preferred stock dividends | - | 623 | 514 | 1,247 | |||||||||||||||||
Accretion of preferred stock redemption value | - | 88 | 73 | 176 | |||||||||||||||||
Excess of redemption value over carrying value of preferred shares redeemed | - | - | 35,776 | - | |||||||||||||||||
Net income (loss) applicable to preferred and common shareholders | $ | 5,832 | $ | 8,495 | $ | (24,436 | ) | $ | 14,715 | ||||||||||||
Basic earnings (loss) per common share: | |||||||||||||||||||||
Continuing operations | $ | 0.17 | $ | 0.20 | $ | (0.71 | ) | $ | 0.34 | ||||||||||||
Discontinued operations | - | - | - | 0.01 | |||||||||||||||||
Basic earnings (loss) per share | $ | 0.17 | $ | 0.20 | $ | (0.71 | ) | $ | 0.35 | ||||||||||||
Diluted earnings (loss) per common share: | |||||||||||||||||||||
Continuing operations | $ | 0.17 | $ | 0.20 | $ | (0.71 | ) | $ | 0.33 | ||||||||||||
Discontinued operations | - | - | - | 0.01 | |||||||||||||||||
Diluted earnings (loss) per share | $ | 0.17 | $ | 0.20 | $ | (0.71 | ) | $ | 0.34 | ||||||||||||
Shares used in computing net income (loss) per common share: | |||||||||||||||||||||
Basic | 34,304,948 | 34,075,604 | 34,237,788 | 34,037,818 | |||||||||||||||||
Diluted | 35,133,637 | 43,233,207 | 34,237,788 | 43,196,850 | |||||||||||||||||
RUTH'S HOSPITALITY GROUP, INC | ||||||||
Selected Balance Sheet Data | ||||||||
(dollar amounts in thousands) | ||||||||
(Unaudited) | ||||||||
June 24, | December 25, | |||||||
2012 | 2011 | |||||||
Cash and cash equivalents | $ | 4,489 | $ | 3,925 | ||||
Total assets | 230,475 | 240,220 | ||||||
Long-term debt | 71,000 | 22,000 | ||||||
Total shareholders' equity | 76,577 | 99,640 | ||||||
Non-GAAP Measure
We prepare our financial statements in accordance with generally accepted accounting principles (GAAP). Within our press release, we make reference to non-GAAP diluted earnings per common share. This non-GAAP measurement was calculated by excluding certain non-cash items and income (loss) on discontinued operations. This non-GAAP measurement has been included as supplemental information. We believe that this measure represents a useful internal measure of performance. Accordingly, where this non-GAAP measure is provided, it is done so that investors have the same financial data that management uses in evaluating performance with the belief that it will assist the investment community in assessing our underlying performance on a quarter-over-quarter basis. However, because this measure is not determined in accordance with accounting principles generally accepted in the United States, such a measure is susceptible to varying calculations and not all companies calculate the measure in the same manner. As a result, the aforementioned measure as presented may not be directly comparable to a similarly titled measure presented by other companies. This non-GAAP measure is presented as supplemental information and not as alternatives to any GAAP measurements.
Reconciliation of Non-GAAP Financial Measure (Unaudited - amounts in dollars, except share data) |
||||||||||
13 Weeks Ended | ||||||||||
June 24, | June 26, | |||||||||
2012 | 2011 | |||||||||
GAAP net income applicable to preferred and common shareholders | $ | 5,832 | $ | 8,495 | ||||||
Net impact of excluding certain tax benefits - See Note |
- |
(4,371 | ) | |||||||
Non-GAAP net income applicable to preferred and common shareholders | $ | 5,832 | $ | 4,124 | ||||||
Non-GAAP diluted earnings per share | $ | 0.17 | $ | 0.10 | ||||||
Shares: | ||||||||||
Weighted average number of common shares outstanding - basic | 34,304,948 | 34,075,604 | ||||||||
Dilutive shares | 828,689 | 536,913 | ||||||||
Dilutive convertible preferred stock | - | 8,620,690 | ||||||||
Weighted-average number of common shares outstanding - diluted | 35,133,637 | 43,233,207 | ||||||||
|
Note - excludes the 2011 beneficial impact of a reduction of the valuation allowance on certain state deferred tax assets.
CONTACT:
ICR
Media:
Alecia Pulman, 203-682-8224
apulman@icrinc.com
or
Investor
Relations:
Fitzhugh Taylor, 203-682-8261
ftaylor@icrinc.com