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): December 16, 2014

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))

1

Item 2.02. Results of Operations and Financial Condition

On December 16, 2014 and December 17, 2014, Ruth’s Hospitality Group, Inc. management will be holding a series of meetings with investors. 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 the reconciliations of non-GAAP financial 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 Update December 2014 Presentation.

Exhibit 99.2 Reconciliations of Non-GAAP Financial Measures used in the Investor Update December 2014 Presentation.

2

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: December 16, 2014	By:	/s/ Arne G. Haak
		Arne G. Haak
		Executive Vice President and Chief Financial Officer

3

EX-99

Exhibit 99.1

EX-99

Exhibit 99.2

Reconciliation of Non-GAAP Measure

We prepare our financial statements in accordance with generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to non-GAAP adjusted earnings before interest, taxes depreciation and amortization (EBITDA) and non-GAAP pro forma net income. These non-GAAP measurements have been included as supplemental information. We believe that these measurements represent a useful internal measure of performance. Accordingly, where we provide non-GAAP measures like adjusted EBITDA and pro forma net income, 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 non-GAAP measures like adjusted EBITDA and pro forma net income 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 non-GAAP measures as presented may not be directly comparable to a similarly titled measures presented by other companies. Adjusted EBITDA and pro forma net income are presented as supplemental information and not as an alternative to any GAAP measurements.

Reconciliation of Non-GAAP Financial Measures - Unaudited

(amounts in thousands)

	Fiscal Year
																			Year to Date
	2008			2009			2010			2011			2012			2013			Q3 2014
GAAP net income (loss)	$	(53,883	)	$	2,419		$	15,957		$	19,549		$	16,379		$	22,489		$	8,470
Depreciation and amortization expenses		16,213			16,220			15,311			14,859			14,556			13,060			9,813
Impact of excluding a cumulative catch-up adjustment from a change in accounting estimate related to gift card breakage revenue		-			-			-			-			-			1,984			-
Loss on impairment and asset disposals, net		72,185			9,936			483			3,478			4,955			3,262			15,295
Restructuring expense (benefit)		8,926			40			(1,683	)		(502	)		-			-			-
Gain on the settlements		-			-			-			-			(683	)		(2,156	)		-
Interest expense		10,334			7,756			4,244			2,892			3,172			1,640			881
Income tax expense (benefit)		(27,005	)		140			4,827			1,663			6,687			9,102			2,376
Loss (income) on discontinued operations, net of tax		11,169			(255	)		1,241			(396	)		19			1,306			326
Non-GAAP adjusted EBITDA	$	37,939		$	36,256		$	40,380		$	41,543		$	45,085		$	50,687		$	37,161

	13 Weeks Ended
	September 28,			September 29,
	2014			2013
GAAP net income (loss)	$	(7,298	)	$	2,887
Net of tax impact of excluding loss on impairments		9,253			-
Net of tax impact of excluding gain on settlements		-			(1,298	)
Net of tax impact of excluding loss from discontinued operations		100			123
Non-GAAP net income	$	2,055		$	1,712
Non-GAAP diluted earnings per share	$	0.06		$	0.05
Shares:
Weighted average number of common shares outstanding - basic		34,925,592			34,956,353
Dilutive shares		379,814			839,155
Weighted-average number of common shares outstanding - diluted		35,305,406			35,795,508