8-K

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): March 5, 2014

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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	(IRS Employer
incorporation)	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 March 5, 2014, Ruth’s Hospitality Group, Inc. will meet with investors and analysts at the Deutsche Bank Consumer Conference in Boston, MA. During these meetings, management expects to present a corporate overview and financial highlights. A copy of the presentation, substantially in the form expected to be used in such meetings, is furnished herewith as Exhibit 99.1. Also, a copy of a reconciliation of non-GAAP measures used in the presentation is furnished herewith as Exhibit 99.2.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 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 Investor Presentation, dated March 5, 2014.

Exhibit 99.2 Reconciliation of non-GAAP measures used in Investor Presentation, dated March 5, 2014.

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: March 5, 2014	By:	/s/ Arne G. Haak
		Arne G. Haak
		Executive Vice President and Chief Financial Officer

EX-99

Exhibit 99.1

EX-99

Exhibit 99.2

Non-GAAP Measures

We prepare our financial statements in accordance with generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to the following measures: non-GAAP adjusted earnings before interest, taxes depreciation and amortization (EBITDA), non-GAAP net income (loss) applicable to preferred and common shareholders, non-GAAP diluted earnings per common share and non-GAAP net margin. These non-GAAP measurements have been included as supplemental information. We believe that these measurements represent a useful internal measure of performance. Accordingly, where these non-GAAP measures are 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. However, because these measures are not determined in accordance with accounting principles generally accepted in the United States, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, the aforementioned measures as presented may not be directly comparable to a similarly titled measures presented by other companies. These non-GAAP measures are presented as supplemental information and not as alternatives to any GAAP measurements.

Reconciliation of Non-GAAP Financial Measures - Unaudited

(amounts in thousands, except share data)

	Fiscal Year
	2013			2012			2011			2010			2009			2008
GAAP net income (loss)	$	22,489		$	16,379		$	19,549		$	15,957		$	2,419		$	(53,883	)
Depreciation and amortization expenses		13,060			14,556			14,859			15,360			16,278			16,213
Impact of excluding a cumulative adjustment from a change in accounting estimate related to gift card breakage revenue		1,984			-			-			-			-			-
Loss on impairment and asset disposals, net		3,262			4,955			3,478			826			9,928			72,185
Restructuring expense (benefit)		-			-			(502	)		(1,683	)		40			8,926
Gain on settlements		(2,156	)		(683	)		-			-			-			-
Interest expense		1,640			3,172			2,892			4,244			7,754			10,334
Income tax expense (benefit)		9,102			6,659			1,597			4,769			(1,427	)		(27,005	)
Loss (income) on discontinued operations, net of tax		1,306			51			(458	)		853			1,132			11,169
Non-GAAP adjusted EBITDA	$	50,687		$	45,089		$	41,415		$	40,326		$	36,124		$	37,939
				52 Weeks Ended			53 Weeks Ended
				December 29,			December 30,
				2013			2012
GAAP net income (loss) applicable to preferred and common shareholders				$	22,489		$	(19,984	)
Net of tax impact of excluding loss on impairments					1,990			2,973
Net of tax impact of excluding a cumulative adjustment from a change in accounting estimate related to gift card breakage revenue					1,211			-
Net of tax impact of excluding gain on settlements					(1,315	)		(410	)
Net of tax impact of excluding debt issuance costs written-off					-			544
Impact of excluding certain income tax items					(784	)		274
Net of tax impact of excluding loss (income) on discontinued operations					1,306			19
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				$	24,897		$	19,192
Non-GAAP diluted earnings per share				$	0.70		$	0.55
Non-GAAP net margin - see Note 1					6.1	%		4.8	%
Shares:
Weighted average number of common shares outstanding - basic					34,761,160			34,313,636
Dilutive shares					1,023,270			854,791
Weighted-average number of common shares outstanding - diluted					35,784,430			35,168,427
Total revenues used for non-GAAP net margin				$	406,649		$	396,055

Note 1: Non-GAAP net income applicable to preferred and common shareholders divided by total revenues.