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 7, 2023

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-51485	72-1060618
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1030 W. Canton Avenue, Ste. 100 Winter Park, FL		32789
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 333-7440

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RUTH	Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure

Ruth’s Hospitality Group, Inc. will meet with investors and analysts at the Raymond James 44^th Annual Institutional Investors Conference on March 7, 2023.  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. 

The information in this Item 7.01 and in item 9.01 (including Exhibits 99.1 and 99.2) of this Current Report on Form 8-K 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 7.01 and in item 9.01 (including Exhibits 99.1 and 99.2) 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 Index

Exhibit Number	Description
99.1	Investor Update – March 2023
99.2	Reconciliation of Net Income (Loss) to Non-GAAP Adjusted EBITDA
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

		RUTH’S HOSPITALITY GROUP, INC.
Date:  March 7, 2023	By:	/s/ Kristy Chipman
		Kristy Chipman
		Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)

EX-99.1

 Exhibit 99.1

EX-99.2

Exhibit 99.2

We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within these investor presentation materials, we make reference to a non-GAAP financial measure: adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA). This non-GAAP financial measure was calculated by excluding the impact of certain items to improve comparability between periods. 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 and valuation on a quarter-over-quarter and year-over-year basis. However, because this measure is not determined in accordance with GAAP, it is susceptible to varying calculations and not all companies calculate the measure in the same manner. As a result, the aforementioned measure may not be directly comparable to similarly titled measures presented by other companies. This non-GAAP financial measure is presented as supplemental information, and not as an alternative, to any GAAP measurements.

Reconciliation of Net Income (Loss) to Non-GAAP Adjusted EBITDA

(Amounts in thousands)

	Fiscal Year
	2017		2018			2019		2020			2021			2022
GAAP Net income (loss)	$	30,137	$	41,680		$	42,206	$	(25,294	)	$	42,275		$	38,621
Adjustments:
Interest expense, net		821		1,739			2,197		4,681			3,478			1,507
Income tax expense (benefit)		15,669		8,247			8,173		(7,910	)		4,063			7,010
Depreciation and amortization expenses		14,995		18,538			21,354		21,964			20,487			22,103
Earnings (loss) before interest, taxes, depreciation and amortization	$	61,622	$	70,204		$	73,930	$	(6,559	)	$	70,303		$	69,241
Employee retention credit		-		-			-		(2,525	)		(381	)		-
Accelerated stock compensation and severance payments		-		-			-		1,824			445			-
Loss on legal settlement		-		-			-		-			-			6,000
Franchisee acquisition costs		619		1,525			536		-			-			-
Loss (gain) on lease modifications		-		-			-		(206	)		1,058			90
Loss on impairment and restaurant closure costs		3,904		-			374		16,548			1,854			574
Loss (income) on discontinued operations, net of tax		108		(80	)		-		-			-			-
Share based compensation expense		6,763		7,647			8,157		8,261			4,888			7,872
Non-GAAP Adjusted EBITDA	$	73,016	$	79,296		$	82,997	$	17,343		$	78,167		$	83,777

XML

Document And Entity Information	Mar. 07, 2023
Document Information [Line Items]
Entity, Registrant Name	RUTH’S HOSPITALITY GROUP, INC.
Document, Type	8-K
Document, Period End Date	Mar. 07, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-51485
Entity, Tax Identification Number	72-1060618
Entity, Address, Address Line One	1030 W. Canton Avenue, Ste. 100
Entity, Address, City or Town	Winter Park
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	32789
City Area Code	407
Local Phone Number	333-7440
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RUTH
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001324272