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 6, 2017

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))

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Item 7.01. Regulation FD Disclosure

On March 6, 2017, Ruth’s Hospitality Group, Inc. will meet with investors and analysts at the Raymond James 38^th Annual Institutional Investors Conference in Orlando, FL. 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 – Raymond James 38^th Annual Institutional Investors Conference.

Exhibit 99.2 Reconciliations of Non-GAAP Financial Measures used in the Investor Update – Raymond James Annual Institutional Investors Conference.

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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 hereunto duly authorized.

	RUTH’S HOSPITALITY GROUP, INC.
Date: March 6, 2017	By:	/s/ Arne G. Haak
		Arne G. Haak
		Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

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.