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):
February
15, 2013
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 February 15, 2013, the Company issued a press release announcing its earnings results for its fiscal fourth quarter ended December 30, 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 February 15, 2013.
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: |
February 15, 2013 |
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 February 15, 2013. |
2
Exhibit 99.1
Ruth’s Hospitality Group, Inc. Reports Full Year and Fourth Quarter 2012 Financial Results
Ruth’s Chris Steak House comparable sales increase 5.4% for 11th straight quarterly gain
Mitchell’s Fish Market comparable sales increase 3.4%
WINTER PARK, Fla.--(BUSINESS WIRE)--February 15, 2013--Ruth’s Hospitality Group, Inc. (NASDAQ: RUTH) today reported unaudited financial results for its fourth quarter and full year ended December 30, 2012.
Highlights for the 14-week fourth quarter of 2012 compared to the 13-week fourth quarter of 2011 were as follows:
Net income was $3.6 million or $0.10 per diluted share in the fourth quarter of 2012 compared to net income applicable to preferred and common shareholders of $1.9 million or $0.04 per diluted share in the fourth quarter of 2011.
“We are extremely pleased with the continued strength of our business during the fourth quarter,” stated Michael P. O'Donnell, Chairman, President and Chief Executive Officer of Ruth's Hospitality Group, Inc. “Our same store sales increase of 5.4% at Ruth Chris Steak House marked the 11th consecutive quarter of improvement and represents over 20% growth over the last three years. We’re also pleased with the continued progress at Mitchell’s Fish Market that resulted in a third straight quarter of same store sales growth. Together, our top-line growth drove strong earnings during the quarter.”
“2012 was a year of significant accomplishments that not only resulted in strong results for the year, but will also provide benefits going forward,” added O’Donnell. “These results reflect the hard work and tireless dedication of our teammates and valued franchise partners. In addition to the consistent sales growth and improved earnings, we successfully refinanced our credit facility and retired our entire class of preferred shares. Furthermore, we have seen our new unit pipeline grow stronger and gain momentum with increased openings during the year, and we are on pace for further new unit growth in the year ahead. As we enter 2013, we believe that we are better positioned for improved earnings and cash flow, while maintaining the balance sheet flexibility to continue to invest in our business and create long-term value for our shareholders.”
Development Update
One franchised Ruth’s Chris Steak House opened during the fourth quarter in Niagara Falls, Canada and one company-owned Ruth’s Chris Steak House restaurant opened in Cincinnati, OH. In total, six new Ruth’s Chris Steak Houses opened during 2012, including four franchised restaurants and one restaurant operating under a management agreement.
Subsequent to the quarter end a new restaurant opened at the Harrah’s Las Vegas Casino and Hotel under a licensing agreement. The Company continues to work towards developing new Ruth’s Chris Steak Houses. The Company’s current development plans for 2013 include opening a new company-owned restaurant in Denver, CO and relocating its Houston, TX restaurant. The Company also expects its franchise partners to open an additional four to five restaurants in 2013.
Additionally, the Company recently announced that it has signed an agreement for the development of four new franchised Ruth's Chris Steak House restaurants to be opened in mainland China over the next three years. The new restaurants are planned for Shanghai and Beijing and will be the first Ruth’s Chris Steak House restaurants in mainland China.
Review of Fourth Quarter 2012 Operating Results
Total revenues in the fourth quarter rose 15.5% to $115.1 million compared to $99.6 million in the prior year. The Company estimates that approximately $9 million of the increase in revenues in the fourth quarter can be attributed to the 14th week.
At the end of the fourth quarter of 2012, the Company had $45 million in debt outstanding under its senior credit facility, a decrease of $24 million from the $69 million in debt outstanding at the end of the third quarter of 2012.
Ruth’s Chris Steak House Sales
Mitchell’s Fish Market Sales
Franchise Income
Review of Full Year 2012 Operating Results
For the full year 2012, the Company reported a net loss applicable to preferred and common shareholders of $20.0 million or ($0.58) per diluted share compared to a net income applicable to preferred and common shareholders of $16.7 million or $0.39 per diluted share in 2011.
Total revenues in 2012 rose 7.9% to $398.6 million compared to $369.6 million in the prior year. The increase in revenues was due to additional company and franchise restaurants, year-over-year increases in comparable store sales, and the additional week in fiscal year 2012.
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 introducing its full year 2013 outlook:
Conference Call
The Company will host a conference call to discuss fourth quarter 2012 financial results today at 8:30 AM Eastern 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 719-457-2697. A replay will be available one hour after the call and can be accessed by dialing 858-384-5517; the password is 7634985. The replay will be available until February 22, 2013. 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, Mitchell’s Steakhouse and Cameron’s Steakhouse concepts. With more than 150 company and franchisee-owned restaurants 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) | ||||||||||||||||||||
14/13 Weeks Ended | 53/52 Weeks Ended | |||||||||||||||||||
December 30, | December 25, | December 30, | December 25, | |||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||||
Revenues: | ||||||||||||||||||||
Restaurant sales | $ | 110,502 | $ | 95,409 | $ | 380,968 | $ | 353,606 | ||||||||||||
Franchise income | 3,881 | 3,598 | 13,836 | 12,464 | ||||||||||||||||
Other operating income | 696 | 634 | 3,785 | 3,503 | ||||||||||||||||
Total revenues | 115,079 | 99,641 | 398,589 | 369,573 | ||||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Food and beverage costs | 34,484 | 30,179 | 121,030 | 109,577 | ||||||||||||||||
Restaurant operating expenses | 52,788 | 48,560 | 192,417 | 183,294 | ||||||||||||||||
Marketing and advertising | 4,847 | 4,106 | 11,220 | 11,806 | ||||||||||||||||
General and administrative costs | 9,217 | 5,789 | 28,299 | 22,803 | ||||||||||||||||
Depreciation and amortization expenses | 3,632 | 3,884 | 14,556 | 14,859 | ||||||||||||||||
Pre-opening costs | 274 | 0 | 540 | 192 | ||||||||||||||||
Loss on impairment and asset disposals, net | 4,955 | 3,478 | 4,955 | 3,478 | ||||||||||||||||
Restructuring benefit | 0 | 0 | 0 | (502 | ) | |||||||||||||||
Gain on the settlement of unclaimed property liabilities | (683 | ) | 0 | (683 | ) | 0 | ||||||||||||||
Total costs and expenses | 109,514 | 95,996 | 372,334 | 345,507 | ||||||||||||||||
Operating income | 5,565 | 3,645 | 26,255 | 24,066 | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||
Interest expense, net | (605 | ) | (604 | ) | (2,365 | ) | (2,892 | ) | ||||||||||||
Debt issuance costs written-off | 0 | 0 | (807 | ) | 0 | |||||||||||||||
Other | 99 | (8 | ) | 6 | (486 | ) | ||||||||||||||
Income from continuing operations before income tax expense | 5,059 | 3,033 | 23,089 | 20,688 | ||||||||||||||||
Income tax expense | 1,391 | 451 | 6,659 | 1,597 | ||||||||||||||||
Income from continuing operations | 3,668 | 2,582 | 16,430 | 19,091 | ||||||||||||||||
Loss (income) from discontinued operations, net of income tax benefit (expense) |
18 | (33 | ) | 51 | (458 | ) | ||||||||||||||
Net income | $ | 3,650 | $ | 2,615 | $ | 16,379 | $ | 19,549 | ||||||||||||
Preferred stock dividends | 0 | 623 | 514 | 2,493 | ||||||||||||||||
Accretion of preferred stock redemption value | 0 | 88 | 73 | 353 | ||||||||||||||||
Excess of redemption value over carrying value of preferred shares redeemed |
0 | 0 | 35,776 | 0 | ||||||||||||||||
Net income (loss) applicable to preferred and common shareholders | $ | 3,650 | $ | 1,904 | (19,984 | ) | $ | 16,703 | ||||||||||||
Basic earnings (loss) per common share: | ||||||||||||||||||||
Continuing operations | $ | 0.11 | $ | 0.04 | $ | (0.58 | ) | $ | 0.38 | |||||||||||
Discontinued operations | 0 | 0 | 0 | 0.01 | ||||||||||||||||
Basic earnings (loss) per share | $ | 0.11 | $ | 0.04 | $ | (0.58 | ) | $ | 0.39 | |||||||||||
Diluted earnings (loss) per common share: | ||||||||||||||||||||
Continuing operations | $ | 0.10 | $ | 0.04 | $ | (0.58 | ) | $ | 0.38 | |||||||||||
Discontinued operations | 0 | 0 | 0 | 0.01 | ||||||||||||||||
Diluted earnings (loss) per share | $ | 0.10 | $ | 0.04 | $ | (0.58 | ) | $ | 0.39 | |||||||||||
Shares used in computing net income (loss) per common share: | ||||||||||||||||||||
Basic | 34,398,789 | 34,149,429 | 34,313,636 | 34,093,104 | ||||||||||||||||
Diluted | 35,314,347 | 43,324,815 | 34,313,636 | 43,252,101 |
RUTH'S HOSPITALITY GROUP, INC AND SUBSIDIARIES | ||||||||||||
Selected Balance Sheet Data - Unaudited | ||||||||||||
(dollar amounts in thousands) | ||||||||||||
December 30, | December 25, | |||||||||||
2012 | 2011 | |||||||||||
Cash and cash equivalents | $ | 7,909 | $ | 3,925 | ||||||||
Total assets | 231,357 | 240,220 | ||||||||||
Long-term debt | 45,000 | 22,000 | ||||||||||
Total shareholders' equity | 82,388 | 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-recurring 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 thousands, except share data) | |||||||||||||||||||
14/13 Weeks Ended | 53/52 Weeks Ended | ||||||||||||||||||
December 30, | December 25, | December 30, | December 25, | ||||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||||||
GAAP net income (loss) applicable to preferred and common shareholders | $ | 3,650 | $ | 1,904 | $ | (19,984 | ) | $ | 16,703 | ||||||||||
Net of tax impact of excluding certain non-recurring items - see Note | 2,583 | 2,210 | 3,332 | (2,191 | ) | ||||||||||||||
Net of tax impact of excluding loss (income) on discontinued operations | 18 | (34 | ) | 51 | (459 | ) | |||||||||||||
Net of tax impact of excluding excess of redemption value over carrying value of preferred shares redeemed |
- | - | 35,776 | - | |||||||||||||||
Non-GAAP net income applicable to preferred and common shareholders | $ | 6,251 | $ | 4,080 | $ | 19,175 | $ | 14,053 | |||||||||||
Non-GAAP diluted earnings per share | $ | 0.18 | $ | 0.09 | $ | 0.55 | $ | 0.32 | |||||||||||
Shares: | |||||||||||||||||||
Weighted average number of common shares outstanding - basic | 34,398,789 | 34,149,429 | 34,313,636 | 34,093,104 | |||||||||||||||
Dilutive shares | 915,558 | 554,696 | 854,791 | 538,307 | |||||||||||||||
Dilutive convertible preferred stock | - | 8,620,690 | - | 8,620,690 | |||||||||||||||
Weighted-average number of common shares outstanding - diluted | 35,314,347 | 43,324,815 | 35,168,427 | 43,252,101 |
Note: Excludes after tax impacts of loss on impairment and asset disposals, restructuring benefit, gain on the settlement of unclaimed property liabilities, and non-recurring income tax adjustments. |
CONTACT:
ICR
Media
Alecia Pulman, 203-682-8224
apulman@icrinc.com
or
Investor
Relations
Fitzhugh Taylor, 203-682-8261
ftaylor@icrinc.com