UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
RUTH’S HOSPITALITY GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code:
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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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 2.02. Results of Operations and Financial Condition
On March 5, 2021, Ruth’s Hospitality Group, Inc. (the “Company”) issued a press release announcing its earnings results for its fiscal fourth quarter ended December 27, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and furnished herewith.
The information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1 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 March 5, 2021.
Exhibit Index
Exhibit Number |
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Description |
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99.1 |
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Press Release issued by Ruth’s Hospitality Group, Inc., dated March 5, 2021. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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RUTH’S HOSPITALITY GROUP, INC. |
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Date: March 5, 2021 |
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By: |
/s/ Kristy Chipman |
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Kristy Chipman |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
RUTH’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations – Preliminary and Unaudited
(Amounts in thousands, except share and per share data)
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13 Weeks Ended |
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52 Weeks Ended |
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December 27, |
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December 29, |
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December 27, |
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December 29, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenues: |
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Restaurant sales |
$ |
72,151 |
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$ |
127,132 |
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$ |
260,763 |
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$ |
441,361 |
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Franchise income |
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3,644 |
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4,972 |
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11,737 |
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17,879 |
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Other operating income |
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1,577 |
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2,929 |
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5,248 |
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8,786 |
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Total revenues |
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77,372 |
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135,033 |
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277,748 |
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468,026 |
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Costs and expenses: |
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Food and beverage costs |
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21,268 |
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37,909 |
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75,831 |
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127,597 |
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Restaurant operating expenses |
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33,195 |
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58,740 |
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150,420 |
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214,715 |
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Marketing and advertising |
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1,574 |
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4,508 |
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6,859 |
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15,432 |
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General and administrative costs |
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10,581 |
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8,627 |
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33,248 |
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34,643 |
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Depreciation and amortization expenses |
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5,304 |
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5,901 |
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21,964 |
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21,354 |
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Pre-opening costs |
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448 |
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948 |
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1,633 |
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1,824 |
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Gain on lease modifications |
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(28 |
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— |
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(206 |
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— |
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Loss on impairment |
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295 |
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— |
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16,548 |
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— |
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Total costs and expenses |
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72,637 |
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116,633 |
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306,297 |
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415,565 |
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Operating income (loss) |
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4,735 |
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18,400 |
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(28,549 |
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52,461 |
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Other income (expense): |
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Interest expense, net |
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(1,340 |
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(737 |
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(4,681 |
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(2,197 |
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Other |
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38 |
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82 |
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26 |
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115 |
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Income (loss) before income taxes |
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3,433 |
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17,745 |
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(33,204 |
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50,379 |
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Income tax expense (benefit) |
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2,010 |
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3,287 |
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(7,910 |
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8,173 |
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Net income (loss) |
$ |
1,423 |
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$ |
14,458 |
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$ |
(25,294 |
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$ |
42,206 |
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Basic earnings (loss) per share |
$ |
0.04 |
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$ |
0.51 |
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$ |
(0.80 |
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$ |
1.46 |
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Diluted earnings (loss) per share |
$ |
0.04 |
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$ |
0.50 |
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$ |
(0.80 |
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$ |
1.44 |
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Shares used in computing net income per common share: |
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Basic |
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34,256,769 |
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28,513,764 |
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31,683,920 |
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28,998,382 |
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Diluted |
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34,396,700 |
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28,835,275 |
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31,683,920 |
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29,376,980 |
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Dividends declared per common share |
$ |
- |
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$ |
0.13 |
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$ |
0.15 |
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$ |
0.52 |
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURE |
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We prepare our financial statements in accordance with U.S. 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 acquisition costs, employee retention payroll tax credit, accelerated stock compensation and severance payments, gain on lease modifications, loss on impairment and restaurant closure costs and certain discrete income tax items. We exclude the impact of the acquisition costs, employee retention payroll tax credit, accelerated stock compensation and severance payments, gain on lease modifications, loss on impairment and restaurant closure costs and certain discrete income tax items to improve comparability of diluted earnings per common share between periods. 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 GAAP, 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 financial measure is presented as supplemental information and not as an alternative to diluted earnings per share as calculated in accordance with GAAP.
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Reconciliation of Non-GAAP Financial Measure – Unaudited
(Amounts in thousands, except share data)
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13 Weeks Ended |
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52 Weeks Ended |
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December 27, |
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December 29, |
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December 27, |
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December 29, |
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2020 |
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2019 |
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2020 |
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2019 |
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GAAP Net income (loss) |
$ |
1,423 |
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$ |
14,458 |
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(25,294 |
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$ |
42,206 |
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GAAP Income tax expense (benefit) |
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2,010 |
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3,287 |
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(7,910 |
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8,173 |
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GAAP Income (loss) from continuing operations before income taxes |
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3,433 |
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17,745 |
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(33,204 |
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50,379 |
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Adjustments: |
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Franchisee acquisition costs |
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— |
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124 |
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— |
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536 |
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Employee retention payroll tax credit |
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(2,525 |
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— |
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(2,525 |
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— |
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Accelerated stock compensation and severance payments |
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322 |
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— |
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1,824 |
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— |
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Gain on lease modifications |
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(28 |
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— |
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(206 |
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— |
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Loss on impairment and restaurant closure costs |
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295 |
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374 |
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16,548 |
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374 |
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Adjusted net income before income taxes |
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1,497 |
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18,243 |
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(17,563 |
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51,289 |
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Adjusted income tax benefit (expense) (1) |
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(1,526 |
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(3,411 |
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4,000 |
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(8,400 |
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Impact of excluding certain discrete income tax items |
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1,142 |
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36 |
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1,455 |
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(849 |
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Non-GAAP Net income (loss) |
$ |
1,113 |
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$ |
14,868 |
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$ |
(12,108 |
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$ |
42,040 |
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GAAP Diluted earnings (loss) per common share |
$ |
0.04 |
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$ |
0.50 |
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$ |
(0.80 |
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$ |
1.44 |
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Non-GAAP Diluted earnings (loss) per common share |
$ |
0.03 |
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$ |
0.52 |
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$ |
(0.38 |
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$ |
1.43 |
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Weighted-average number of common shares outstanding - diluted |
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34,396,700 |
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28,835,275 |
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31,683,920 |
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29,376,980 |
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(1) Adjusted income tax is calculated by multiplying the Non-GAAP adjustments by our marginal federal and state income tax rates and adding or subtracting the result to/from our GAAP income tax expense.
Document and Entity Information |
Mar. 05, 2021 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 05, 2021 |
Entity Registrant Name | Ruths Hospitality Group, Inc. |
Entity Central Index Key | 0001324272 |
Entity Emerging Growth Company | false |
Entity File Number | 000-51485 |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 72-1060618 |
Entity Address, Address Line One | 1030 W. Canton Avenue |
Entity Address, Address Line Two | 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 |
Security 12b Title | Common Stock, par value $0.01 per share |
Trading Symbol | RUTH |
Security Exchange Name | NASDAQ |
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