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): January 8, 2018

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))

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 ICR Conference on January 8^th in Orlando, FL and the Jefferies 7^th Annual Winter Consumer Summit on January 16^th in Avon, Colorado.  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 7.01 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 7.01 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 – Winter Update 2018.

Exhibit 99.2   Reconciliations of Non-GAAP Financial Measures used in the Investor Update – Winter Update 2018.

Exhibit Index

Exhibit Number	Description
99.1	Investor Update – Winter Update 2018.
99.2	Reconciliations of Non-GAAP Financial Measures used in the Investor Update – Winter Update 2018.

* Filed herewith.

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:  January 8, 2018	By:	/s/ Arne G. Haak
		Arne G. Haak
		Executive Vice President and Chief Financial Officer

EX-99.1

RUTH’S HOSPITALITY GROUP

WINTER UPDATE 2018

RUTH’S HOSPITALITY GROUP

Abdiel Aleman, VP of Culinary Development – 1997 Culinary Institute of America

Exhibit 99.1

DISCLAIMER: THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THEPRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  

This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “targeting,” “will be,” “will continue,” “will likely result,” or other similar words and phrases. Similarly, statements here in that describe the Company’s objectives, plans or goals, including with respect to new restaurant openings, strategy, financial outlook, capital expenditures, the reduction in our effective tax rate and the expected benefits of the Hawaii franchisee acquisition also are forward-looking statements. Actual results could differ materially from those projected, implied or anticipated by the Company’s forward-looking statements. Some of the factors that could cause actual results to differ include: reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; changes in economic conditions and general trends; the loss of key management personnel; the effect of market volatility on the Company’s stock price; health concerns about beef or other food products; the effect of competition in the restaurant industry; changes in consumer preferences or discretionary spending; labor shortages or increases in labor costs; the impact of federal, state or local government regulations relating to Company employees, the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; harmful actions taken by the Company’s franchisees; a material failure, interruption or security breach of the Company’s information technology network; repeal or reduction of the federal FICA tip credit; unexpected expenses incurred as a result of the sale of the Mitchell’s Restaurants; the Company’s ability to protect its name and logo and other proprietary information; an impairment in the financial statement carrying value of our goodwill, other intangible assets or property; the impact of litigation; the restrictions imposed by the Company’s Credit Agreement; changes in, or the discontinuation of, the Company’s quarterly cash dividend payments or share repurchase program; unanticipated transaction costs for the Hawaii franchisee acquisition; and the Company’s inability to successfully integrate the Hawaii franchisee restaurants into its operations. For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2016, which is 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 presentation to reflect events or circumstances after the date hereof. You should not assume that material events subsequent to the date of this presentation have not occurred.

Unless the context otherwise indicates, all references in this report to the “Company,” “Ruth’s,” “we,” “us”, “our” or similar words are to Ruth’s Hospitality Group, Inc. and its subsidiaries. Ruth’s Hospitality Group, Inc. is a Delaware corporation formerly known as Ruth’s Chris Steak House, Inc., and was founded in 1965.

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A COMPELLING LONG-TERM INVESTMENT OPPORTUNITY

Proven, differentiated business model with a history of success

Record of consistent performance driven by operational excellence

Cash flow supports multiple levers to drive total shareholder returns

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RUTH’S CHRIS STEAK HOUSE: A BRAND WITH STAYING POWER

From our beginnings in New Orleans back in 1965, founder Ruth Fertel’s simple and timeless formula of always offering the highest quality food, beverage and service in a warm and inviting atmosphere has resonated strongly with guests.

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PROVEN BUSINESS MODEL – HAS GROWN TO 134 U.S. LOCATIONS

Domestic company-owned count includes six locations in Hawaii (not pictured) and locations in Cherokee, NC & Tulsa, OK operating under contractual agreements.

Domestic franchise-owned count includes one location in Puerto Rico (not pictured).

79 Company / 55 Franchise

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PROVEN BUSINESS MODEL – AND 21 INTERNATIONAL LOCATIONS

▪ Chengdu, China ▪ Shanghai, China ▪ Taipei, Taiwan ▪ Taipei, Taiwan (Dai Zhi) ▪ Taichung, Taiwan ▪ Kaohsiung, Taiwan ▪ Kowloon, Hong Kong ▪Queensway, Hong Kong ▪ Tokyo, Japan ▪Marina Square, Singapore ▪ Dubai, UAE ▪ Jakarta, Indonesia ▪ Palm Beach, Aruba ▪ Panama City, Panama ▪ Cabo San Lucas, Mexico ▪ Cancun, Mexico ▪ Toronto, Canada ▪ Mississauga, Canada ▪ Niagara Falls, Canada ▪ Edmonton, Canada ▪ Calgary, Canada

OVER 60% GROWTH INTERNATIONALLY SINCE 2008

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BROAD APPEAL ACROSS MULTIPLE CUSTOMER GROUPS

SPECIAL OCCASIONS

Holiday offerings

Birthdays

Anniversaries

BUSINESS / CORPORATE

Onsite event managers

Extensive private dining and off-site catering

HD Satellite broadcast for multi-location events

CORE CUSTOMERS

Innovation: three prix fixe menu launches each year

Sizzle, Swizzle & Swirl Happy Hour

Core menu evolution

MAKING MEMORIES ON 500 DEGREE SIZZLING PLATES

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THE SECRET BEHIND THE SIZZLE

MAINTAIN HEALTHY CORE

Grow sales through same store sales initiatives

Ruth’s 2.0 menu updates

Ruth’s 2.0 restaurant remodels

CONTINUE DISCIPLINED GROWTH

Three to five new restaurants per year for both franchise and Company

Acquire franchise territory at attractive prices

RETURN EXCESS CAPITAL

Strong FCF allows significant return of capital through:

1.Dividend payments

2.Share repurchases

3.Debt Repayment

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THE SECRET BEHIND THE SIZZLE; MAINTAIN A HEALTHY CORE

Grow sales through same store sales initiatives

Ruth’s 2.0 menu updates

Ruth’s 2.0 restaurants remodels

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OUR PEOPLE, OUR FOOD, OUR ATMOSPHERE

OUR PEOPLE

Expert, tenured restaurant team

Rigorous investment in annual recertification for corporate and franchise team members

OUR FOOD

Only the best will do – USDA prime steak, fresh seafood and local produce

Industry-leading bar menu featuring fresh-squeezed, handcrafted, mixology-driven cocktail list

OUR ATMOSPHERE

Classic American steak house with contemporary touches of whimsy

All locations uniquely designed to reflect individual market characteristics and local tastes

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RUTH'S2.0 MENUUPDATES

RUTH'S 2.0 A marketing and operational initiative to evolve our menu, infrastructure and design elements. MENU Adding new menu items that appeal to guests without adding operational complexity. DEPLOYMENT Menu design changes completed in 2016. Multi-year initiative on infrastructure and design changes.

Chilled Seafood Tower

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NEW MENU ITEMS

Cowboy Ribeye

Spicy Shrimp

Crab Stack

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RUTH'S2.0 RESTAURANT REMODELS

RUTH'S 2.0 A marketing and operational initiative to evolve our menu, infrastructure and design elements. DESIGN All new Company and Franchise restaurants will reflect updated infrastructure & design elements. REMODELS Multi­year initiative that will align portions of new design and infrastructure elements. Targeting 6-10 remodels annually.  

WEEHAWKEN, NJ

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RUTH'S 2.0 - BOSTON, MA

COMPLETED APRIL 2016

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THE SECRET BEHIND THE SIZZLE: CONTINUEDISCIPLINED GROWTH •Threetofivenewrestaurants peryearforbothfranchise and Company •Acquire franchise territoryat attractiveprices

THE SECRET BEHIND THE SIZZLE: CONTINUE DISCIPLINED GROWTH

Three to five new restaurants per year for both franchise and Company

Acquire franchise territory at attractive prices

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DISCIPLINED GROWTH – COMPANY - OWNED

COMPANY– OWNED GROWTH ▪Looking to grow 3 – 5 units per year ▪Focused solely on U.S. Markets ▪Leverage existing management infrastructure ▪One opening in 2018: Jersey City, NJ (3Q18) ▪Continuing to work on additional opportunities for late 2018 and 2019

EL PASO, TX

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DISCIPLINED GROWTH – FRANCHISE - OWNED

FRANCHISE–OWNED GROWTH ▪Allows system growth without additional Company capital ▪Looking to grow 3 – 5 units per year ▪Two openings in 2018: Fort Wayne, IN (2Q18), Markham, Ontario (3Q18)

INDIANAPOLIS, IN

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FRANCHISE ACQUISITION IS ALSO A VEHICLE FOR GROWTH

▪Looking to acquire franchise territory at attractive prices ▪Recently completed the acquisition of six restaurants in Hawaii from longtime franchise partner, Desert Island Restaurants ▪Honolulu ▪Kauai ▪Lahaina (Maui) ▪Mauna Lani (Big Island) ▪Waikiki (Oahu) ▪Wailea (Maui)

LAHAINA, MAUI

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COMPANY–OWNED TARGET UNIT ECONOMICS

TARGET UNITS3 – 5 units per year TARGET SIZE 8,000 – 10,000 square feet TYPICAL DEMOGRAPHICSMedium and large markets; DMA population > 1 million SALES TARGET$4MM – $6MM NET CASH INVESTMENT$2.5MM – $3.5 MM RESTAURANT LEVEL MARGINS > 20%

WALTHAM, MA

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THE SECRET BEHIND THE SIZZLE: RETURN EXCESS CAPITAL

Strong FCF allows significant return of capital through:

1. Dividend payments

2. Share repurchases

3. Debt Repayment

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CONSISTENT AVERAGE UNIT VOLUME GROWTH

Company-Owned Comparable Restaurant AUV Trends ($MM) $5.7 2007 Comp Sales% $5.1 2008 -10.3% $4.1 2009 -19.5% $4.3 2010 +4.0% $4.5 2011 +5.4% $4.8 20121 +5.2% $5.0 2013 +5.3% 5.2 2014 +3.7% $5.3 2015 +3.4% $5.5 2016 +1.6% $5.5 2017 3Q LTM Full Year Total Location Count Company 66  64  64  63  64  63  65  67  68  70 1. FY 2012 excludes 53rd week

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FRANCHISEES ARE THE HEART AND SOUL OF OUR BUSINESS

▪ Unique franchise business model provides annuity stream.

▪ Provides $16 million to $17 million in annual royalty fees

▪ 76 locations/29 franchisees, many of whom date back to our founder, Ruth Fertel.

Franchise Sales ($MM)1 $245 $211 $229 $249 $271 $295 $314 $326 $337 $348 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 3Q LTM

1.  Franchise sales include sales related to the Hawaii-based restaurants acquired from longtime franchise partner, Desert Island Restaurants, in December of 2017.

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CONSISTENT EBITDA GROWTH

Adjusted EBITDA ($MM) $32 $33 +0.3% $36 +11.4% $37 +2.5% $41 +9.8% $47 +14.3% $51 +14.3% $58 +13.9% $61 +6.3% 2008 2009 2010 2011 2012 2013 2014 2015 2016

Adjusted EBITDA, a non-GAAP financial measure, excludes interest, taxes, depreciation, amortization, gain/loss on assets, losses on impairment, restructuring benefits/expenses, loss/income on discontinued operations and additional items not listed here. For a reconciliation of adjusted EBITDA to net income, see the reconciliation table furnished as Exhibit 99.2 to our Current Report on Form 8-K.

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RETURNING CAPITAL TO DRIVE SHAREHOLDER RETURNS

($in millions) Net Debt Repayment/ (Borrowing) Share Repurchases Dividend Payments Total Capital Returned 1  2011 $29 $29MM  2012 ($23) $60 $37MM  2013 $26 $4 $30MM  2014 $6 $15 $7 $29MM  2015 $13 $24 $8 $45MM  2016 ($25) $45 $9 $29MM  2017 3QYTD ($5) $15 $9 $18MM  Total $21 $159 $38 $218MM 1. Amounts may not foot due to rounding.

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RHGI INVESTMENT SUMMARY

PROVEN BUSINESS MODEL WITH A LONG HISTORY OF SUCCESS ▪High-end fine-dining steak experience remains timeless after 53 years. RECORD OF CONSISTENT PERFORMANCE DRIVEN BY OPERATIONAL EXCELLENCE ▪Consistent traffic, revenue, net income EBITDA and EPS growth. STRONG CASH FLOW SUPPORTS MULTIPLE LEVERS TO DRIVE SHAREHOLDER RETURN ▪Maintaining a healthy core, growing in a disciplined fashion, returning excess capital to shareholders through dividends, share repurchases and debt repayment. ▪Returned over $215MM to shareholders since 2011  

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EX-99.2

Exhibit 99.2

Reconciliation of Non-GAAP Financial Measures

We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a useful internal measure of performance. Accordingly, where we provide a non-GAAP measure like Adjusted EBITDA, 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 Adjusted EBITDA 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, Adjusted EBITDA as presented may not be directly comparable to a similarly titled measure presented by other companies. Adjusted EBITDA is 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
	2008 (1)			2009 (1)			2010			2011			2012			2013			2014		2015		2016
Net income (loss)	$	(53,883	)	$	2,419		$	15,957		$	19,549		$	16,379		$	22,489		$	16,455	$	30,004	$	30,465
Interest expense		10,334			7,756			4,244			2,892			3,171			1,640			1,159		790		1,154
Income tax expense (benefit)		(26,844	)		99			5,026			2,963			7,855			10,744			11,830		14,168		15,660
Depreciation and amortization expenses		12,757			13,217			12,182			11,516			11,050			10,229			10,917		12,520		13,434
Impact of excluding a cumulative catch-up adjustment from a change in accounting estimate related to gift card breakage revenue		-			-			-			-			-			1,306			-		-		-
Loss on impairment and asset disposals, net		24,355			9,640			483			436			3,262			-			-		-		-
Restructuring expense (benefit)		5,195			56			(1,457	)		-			-			-			-		-		-
Gain on settlements, net		-			-			-			-			(683	)		(1,719	)		-		-		-
Certain restaurant closing and rent dispute costs		-			-			-			-			-			-			-		-		278
Loss (income) on discontinued operations, net of tax		60,546			(615	)		(160	)		(171	)		(187	)		2,004			10,255		162		290
Adjusted EBITDA	$	32,460		$	32,572		$	36,275		$	37,185		$	40,847		$	46,693		$	50,616	$	57,644	$	61,281

(1) The net income (loss) for fiscal years 2008 and 2009 were last reported on Form 10-K for the fiscal years 2012 and 2013, respectively. The operating results of eighteen Mitchell's Fish Market and three Cameron's/Mitchell's Steakhouse restaurants sold in January 2015 and three Ruth's Chris Steak House restaurants closed in 2014 have been reclassified to discontinued operations. These reclassifications had no effect on previously reported net income.