Ruths Hospitality Group, Inc. (Form: 10-Q, Received: 08/10/2018 14:28:01)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-51485

Ruth’s Hospitality Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	72-1060618
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1030 W. Canton Avenue, Suite 100, Winter Park, FL	32789
(Address of principal executive offices)	(Zip code)

(407) 333-7440

Registrant’s telephone number, including area code

None

Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of August 3, 2018 was 30,675,560, which includes 947,906 shares of unvested restricted stock.

TABLE OF CONTENTS


		Page
Part I — Financial Information		3

Item 1	Financial Statements:	3

	Condensed Consolidated Balance Sheets as of July 1, 2018 and December 31, 2017	3

	Condensed Consolidated Statements of Income for the Thirteen and Twenty-six Week Periods ended July 1, 2018 and June 25, 2017	4

	Condensed Consolidated Statements of Shareholders’ Equity for the Twenty-six Week Periods ended July 1, 2018 and June 25, 2017	5

	Condensed Consolidated Statements of Cash Flows for the Twenty-six Week Periods ended July 1, 2018 and June 25, 2017	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4	Controls and Procedures	25

Part II — Other Information		26

Item 1	Legal Proceedings	26

Item 1A	Risk Factors	26

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3	Defaults Upon Senior Securities	26

Item 4	Mine Safety Disclosures	26

Item 5	Other Information	26

Item 6	Exhibits	26

Signatures		28

PART I – FINANCI AL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RUTH’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets—Unaudited

(Amounts in thousands, except share and per share data)

	July 1,		December 31,
	2018		2017
Assets
Current assets:
Cash and cash equivalents	$	3,045	$	4,051
Accounts receivable, less allowance for doubtful accounts 2018 - $358; 2017 - $361		10,800		21,626
Inventory		8,105		8,688
Prepaid expenses and other		2,971		2,680
Total current assets		24,921		37,045
Property and equipment, net of accumulated depreciation 2018 - $152,481; 2017 - $144,373		114,748		112,212
Goodwill		36,522		36,522
Franchise rights, net of accumulated amortization 2018 - $1,338; 2017 - $396		45,880		46,822
Other intangibles, net of accumulated amortization 2018 - $1,288; 2017 - $1,181		4,968		3,904
Deferred income taxes		5,754		4,947
Other assets		603		644
Total assets	$	233,396	$	242,096
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	8,118	$	10,510
Accrued payroll		13,326		15,903
Accrued expenses		8,045		11,203
Deferred revenue		33,812		42,596
Other current liabilities		4,751		8,313
Total current liabilities		68,052		88,525
Long-term debt		50,000		50,000
Deferred rent		22,741		21,993
Unearned franchise fees		2,859		—
Other liabilities		1,955		2,074
Total liabilities		145,607		162,592
Commitments and contingencies (Note 11)		—		—

Common stock, par value $.01 per share; 100,000,000 shares authorized, 29,696,429 shares issued and outstanding at July 1, 2018, 29,645,790 shares issued and outstanding at December 31, 2017		297		296
Additional paid-in capital		71,194		77,017
Retained earnings		16,298		2,191
Treasury stock, at cost; 71,950 shares at July 1, 2018 and December 31, 2017		—		—
Total shareholders' equity		87,789		79,504
Total liabilities and shareholders' equity	$	233,396	$	242,096

See accompanying notes to condensed consolidated financial statements.

RUTH’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income—Unaudited

(Amounts in thousands, except share and per share data)

	13 Weeks Ended						26 Weeks Ended
	July 1,			June 25,			July 1,			June 25,
	2018			2017			2018			2017

Revenues:
Restaurant sales	$	103,538		$	94,145		$	213,902		$	193,600
Franchise income		4,457			4,257			8,874			8,647
Other operating income		1,640			1,613			3,384			3,306

Total revenues		109,635			100,015			226,160			205,553

Costs and expenses:
Food and beverage costs		29,049			28,114			60,454			56,693
Restaurant operating expenses		50,022			45,005			101,702			90,452
Marketing and advertising		4,640			3,412			8,117			5,859
General and administrative costs		9,274			8,035			18,248			16,171
Depreciation and amortization expenses		4,673			3,731			9,134			7,236
Pre-opening costs		272			173			412			1,352

Total costs and expenses		97,930			88,470			198,067			177,763

Operating income		11,705			11,545			28,093			27,790

Other income (expense):
Interest expense, net		(403	)		(144	)		(783	)		(324	)
Other		22			14			34			39

Income from continuing operations before income tax expense		11,324			11,415			27,344			27,505
Income tax expense		1,763			3,611			4,147			8,616

Income from continuing operations		9,561			7,804			23,197			18,889
Income (loss) from discontinued operations, net of income taxes		12			7			22			(30	)

Net income	$	9,573		$	7,811		$	23,219		$	18,859

Basic earnings per common share:
Continuing operations	$	0.32		$	0.26		$	0.78		$	0.62
Discontinued operations		—			—			—			—
Basic earnings per share	$	0.32		$	0.26		$	0.78		$	0.62

Diluted earnings per common share:
Continuing operations	$	0.32		$	0.25		$	0.76		$	0.60
Discontinued operations		—			—			—			—
Diluted earnings per share	$	0.32		$	0.25		$	0.76		$	0.60

Shares used in computing earnings per common share:
Basic		29,713,825			30,548,258			29,701,847			30,561,741
Diluted		30,375,306			31,264,266			30,377,194			31,255,441

Cash dividends declared per common share	$	0.11		$	0.09		$	0.22		$	0.18

See accompanying notes to condensed consolidated financial statements.

RUTH’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity—Unaudited

(Amounts in thousands)

							Additional			Retained Earnings
	Common Stock						Paid-in			(Accumulated			Treasury Stock				Shareholders'
	Shares			Value			Capital			Deficit)			Shares		Value		Equity
Balance at December 31, 2017		29,646		$	296		$	77,017		$	2,191			72	$	—	$	79,504
Net income		—			—			—			23,219			—		—		23,219
Cash dividends		—			—			—			(6,787	)		—		—		(6,787	)
Repurchase of common stock		(225	)		(2	)		(5,941	)		—			—		—		(5,943	)
Shares issued under stock compensation plan net of shares withheld for tax effects		275			3			(3,752	)		—			—		—		(3,749	)
Stock-based compensation		—			—			3,870			—			—		—		3,870
Cumulative effect of a change in accounting principle (Note 2)		—			—			—			(2,324	)		—		—		(2,324	)
Balance at July 1, 2018		29,696		$	297		$	71,194		$	16,298			72	$	—	$	87,789

Balance at December 25, 2016		30,549		$	305		$	95,266		$	(16,562	)		72	$	—	$	79,009
Net income		—			—			—			18,859			—		—		18,859
Cash dividends		—			—			—			(5,724	)		—		—		(5,724	)
Repurchase of common stock		(400	)		(4	)		(8,428	)									(8,432	)
Shares issued under stock compensation plan net of shares withheld for tax effects		211			3			(527	)		—			—		—		(524	)
Stock-based compensation		—			—			3,369			—			—		—		3,369
Balance at June 25, 2017		30,360		$	304		$	89,680		$	(3,427	)		72	$	—	$	86,557

See accompanying notes to condensed consolidated financial statements.

RUTH’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows—Unaudited

(Amounts in thousands)

	26 Weeks Ended
	July 1,			June 25,
	2018			2017
Cash flows from operating activities:
Net income	$	23,219		$	18,859
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,134			7,236
Deferred income taxes		(61	)		916
Non-cash interest expense		41			76
Debt issuance costs written-off		—			16
Amortization of below market lease		39			—
Stock-based compensation expense		3,870			3,369
Changes in operating assets and liabilities:
Accounts receivable		10,826			12,004
Inventories		583			(158	)
Prepaid expenses and other		(291	)		(220	)
Other assets		—			356
Accounts payable and accrued expenses		(8,600	)		(4,531	)
Deferred revenue		(8,996	)		(9,198	)
Deferred rent		630			283
Other liabilities		(1,861	)		2,176
Net cash provided by operating activities		28,533			31,184
Cash flows from investing activities:
Acquisition of property and equipment		(11,889	)		(10,649	)
Acquisition of intangible assets		(1,171	)		—
Net cash used in investing activities		(13,060	)		(10,649	)
Cash flows from financing activities:
Principal borrowings on long-term debt		15,000			18,000
Principal repayments on long-term debt		(15,000	)		(22,000	)
Repurchase of common stock		(5,943	)		(8,432	)
Cash dividend payments		(6,787	)		(5,724	)
Tax payments from the vesting of restricted stock and option exercises		(3,759	)		(1,364	)
Proceeds from the exercise of stock options		10			838
Deferred financing costs		—			(413	)
Net cash used in financing activities		(16,479	)		(19,095	)
Net (decrease) increase in cash and cash equivalents		(1,006	)		1,440
Cash and cash equivalents at beginning of period		4,051			3,788
Cash and cash equivalents at end of period	$	3,045		$	5,228
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest	$	753		$	141
Income taxes	$	6,123		$	5,840
Noncash investing and financing activities:
Accrued acquisition of property and equipment	$	1,229		$	838

See accompanying notes to condensed consolidated financial statements.

RUTH’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements—Unaudited

(1) The Company and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Ruth’s Hospitality Group, Inc. and its subsidiaries (collectively, the Company) as of July 1, 2018 and December 31, 2017 and for the thirteen and twenty-six week periods ended July 1, 2018 and June 25, 2017 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The condensed consolidated financial statements include the financial statements of Ruth’s Hospitality Group, Inc. and its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

Ruth’s Hospitality Group, Inc. is a restaurant company focused on the upscale dining segment. Ruth’s Hospitality Group, Inc. operates Company-owned Ruth’s Chris Steak House restaurants and sells franchise rights to Ruth’s Chris Steak House franchisees giving the franchisees the exclusive right to operate similar restaurants in a particular area designated in the franchise agreement. As of July 1, 2018, there were 154 Ruth’s Chris Steak House restaurants, including 77 Company-owned restaurants, two restaurants operating under contractual agreements and 75 franchisee-owned restaurants, including 20 international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Panama, Singapore and Taiwan. All Company-owned restaurants are located in the United States. A new franchisee-owned Ruth’s Chris Steak House restaurant was opened in Ft. Wayne, IN in May 2018.

The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. The interim results of operations for the periods ended July 1, 2018 and June 25, 2017 are not necessarily indicative of the results that may be achieved for the full year. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the SEC’s rules and regulations. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

The Company operates on a 52- or 53-week fiscal year ending on the last Sunday in December. The fiscal quarters ended July 1, 2018 and June 25, 2017 each contained thirteen weeks and are referred to herein as the second quarter of fiscal year 2018 and the second quarter of fiscal year 2017, respectively. Fiscal year 2018 is a 52-week year. Fiscal year 2017 was a 53-week year.

Estimates

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reporting of revenue and expenses during the periods to prepare these condensed consolidated financial statements in conformity with GAAP. Significant items subject to such estimates and assumptions include the carrying amounts of property and equipment, goodwill, franchise rights, and obligations related to gift cards, incentive compensation, workers’ compensation and medical insurance. Actual results could differ from those estimates.

Recent Adopted Accounting Standard

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers, and replaces most existing revenue recognition guidance in GAAP. The Company adopted this new revenue recognition standard on January 1, 2018. See Note 2 for further information about our transition to this new revenue recognition standard.

Recent Accounting Pronouncements for Future Application

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. This update is effective for annual and interim periods beginning after December 15, 2018, which will require the Company to adopt these provisions in the first quarter of fiscal year 2019. In July 2018, the FASB issued ASU 2018-11 which provides an alternative transition method that allows entities to apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This transition method option is in addition to the existing transition method of using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating which transition method it will use. The Company’s restaurants operate under facility lease agreements that provide for material future lease payments. The restaurant facility leases comprise the

majority of the Company’s material lease agreements. The Company is currently evaluating the effect of the standard on its ongoing financial reporting, but expects that the adoption of ASU 2016-02 will have a material effect on its consolidated financial statements. The Company expects that the most significant changes relate to 1) the recog nition of new right–of–use assets and lease liabilities on the consolidated balance sheet for restaurant facility operating leases; and 2) the derecognition of existing lease liabilities on the consolidated balance sheet related to scheduled rent increases .

(2) Revenue

The Company adopted FASB Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606) with an initial date of application of January 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition. The Company applied Topic 606 using the cumulative effect method to contracts that were not completed at January 1, 2018, which resulted in the recognition of the cumulative effect of initially adopting Topic 606 as an adjustment to the opening balance of shareholders’ equity at January 1, 2018. Therefore, the comparative information has not been adjusted and continues to be reported under the Company’s revenue recognition policy in effect prior to the adoption of Topic 606. The Company adopted Topic 606 using the practical expedient in paragraph 606-10-65-1(f)(4), under which the Company aggregated all contract modifications that occurred before January 1, 2018 to identify the satisfied and unsatisfied performance obligations, to determine the transaction price, and to allocate the transaction price to the satisfied and unsatisfied performance obligations. The details of the significant changes as a result of adopting Topic 606 are provided below.

Franchise Income. Prior to the adoption of Topic 606, the Company recognized franchise development and opening fees when a franchisee-owned restaurant opened. Under Topic 606, the Company now recognizes franchise development and opening specific fees over the life of the applicable franchise agreements. The Company increased its deferred revenue liability by $3.1 million, increased its deferred tax assets by $746 thousand and decreased the opening balance of shareholders’ equity by $2.3 million for previously recognized franchise development and opening fees that will now be recognized over the life of the applicable franchise agreements. The adoption of Topic 606 also impacts the classification of advertising contributions from franchisees. Prior to the adoption of Topic 606, the Company recorded advertising contributions from franchisees as a liability against which specific marketing and advertising costs were charged, which reduced the Company’s marketing expense on the consolidated statements of income. Under Topic 606, advertising contributions from franchisees are classified as franchise income on the consolidated statements of income in fiscal year 2018. The Company recognized $764 thousand of advertising contributions from franchisees in the twenty-six weeks of fiscal year 2018. Because of the offsetting adjustments, the reclassification of advertising contributions from franchisees will have no impact to the Company’s net income for fiscal year 2018.

Gift Cards. Under Topic 606, the Company now classifies certain discounts recognized on the sale of gift cards, historically recognized as marketing expense, as a reduction to restaurant sales on the consolidated statements of income. The reclassification of discounts recognized on the sale of gift cards from marketing expense to restaurant sales on the consolidated statements of income totaled $470 thousand in the first twenty-six weeks of fiscal year 2018. Because of the offsetting adjustments, the reclassification of discounts recognized on the sale of gift cards will have no impact to the Company’s net income for fiscal year 2018.

Impacts on Financial Statements

The following tables summarize the impacts of adopting Topic 606 on the Company’s consolidated financial statements for the first twenty-six weeks of fiscal year 2018.

	July 1, 2018 As Reported		Adjustments			Balances without adoption of Topic 606
Assets
Current assets:
Cash and cash equivalents	$	3,045	$	—		$	3,045
Accounts receivable, less allowance for doubtful accounts 2018 - $358; 2017 - $361		10,800		—			10,800
Inventory		8,105		—			8,105
Prepaid expenses and other		2,971		—			2,971
Total current assets		24,921		—			24,921
Property and equipment, net of accumulated depreciation 2018 - $152,481; 2017 - $144,373		114,748		—			114,748
Goodwill		36,522		—			36,522
Franchise rights, net of accumulated amortization 2018 - $1,338; 2017 - $396		45,880		—			45,880
Other intangibles, net of accumulated amortization 2018 - $1,288; 2017 - $1,181		4,968		—			4,968
Deferred income taxes		5,754		(725	)		5,029
Other assets		603		—			603
Total assets	$	233,396	$	(725	)	$	232,671
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	8,118	$	—		$	8,118
Accrued payroll		13,326		—			13,326
Accrued expenses		8,045		—			8,045
Deferred revenue		33,812		(126	)		33,686
Other current liabilities		4,751		—			4,751
Total current liabilities		68,052		(126	)		67,926
Long-term debt		50,000		—			50,000
Deferred rent		22,741		—			22,741
Unearned franchise fees		2,859		(2,859	)		—
Other liabilities		1,955		—			1,955
Total liabilities		145,607		(2,985	)		142,622
Commitments and contingencies		—		—			—
Shareholders' equity:
Common stock, par value $.01 per share; 100,000,000 shares authorized, 29,696,429 shares issued and outstanding at July 1, 2018, 29,645,790 shares issued and outstanding at December 31, 2017		297		—			297
Additional paid-in capital		71,194		—			71,194
Retained earnings		16,298		2,260			18,558
Treasury stock, at cost; 71,950 shares at July 1, 2018 and December 31, 2017		—		—			—
Total shareholders' equity		87,789		2,260			90,049

Total liabilities and shareholders' equity	$	233,396	$	(725	)	$	232,671

	13 Weeks Ended July 1, 2018										26 Weeks Ended July 1, 2018
								Balances without										Balances without
	As Reported			Adjustments				adoption of Topic 606			As Reported			Adjustments				adoption of Topic 606
Revenues:
Restaurant sales	$	103,538		$	244		(1)	$	103,782		$	213,902		$	470		(1)	$	214,372
Franchise income		4,457			(410	)	(2)		4,047			8,874			(849	)	(2)		8,025
Other operating income		1,640			—				1,640			3,384			—				3,384

Total revenues		109,635			(166	)			109,469			226,160			(379	)			225,781

Costs and expenses:
Food and beverage costs		29,049			—				29,049			60,454			—				60,454
Restaurant operating expenses		50,022			—				50,022			101,702			—				101,702
Marketing and advertising		4,640			(138	)	(3)		4,502			8,117			(294	)	(3)		7,823
General and administrative costs		9,274			—				9,274			18,248			—				18,248
Depreciation and amortization expenses		4,673			—				4,673			9,134			—				9,134
Pre-opening costs		272			—				272			412			—				412
Total costs and expenses		97,930			(138	)			97,792			198,067			(294	)			197,773

Operating income		11,705			(28	)			11,677			28,093			(85	)			28,008

Other income (expense):
Interest expense, net		(403	)		—				(403	)		(783	)		—				(783	)
Other		22			—				22			34			—				34

Income from continuing operations before income tax expense		11,324			(28	)			11,296			27,344			(85	)			27,259
Income tax expense		1,763			(7	)	(4)		1,756			4,147			(20	)	(4)		4,127

Income from continuing operations		9,561			(21	)			9,540			23,197			(65	)			23,132
Income from discontinued operations, net of income taxes		12			—				12			22			—				22

Net income	$	9,573		$	(21	)		$	9,552		$	23,219		$	(65	)		$	23,154

(1)

The reclassification of discounts recognized on the sale of gift cards from marketing expense to restaurant sales on the consolidated statements of income totaled $244 thousand in the second quarter of fiscal year 2018 and $470 thousand in the first twenty-six weeks of fiscal year 2018.

(2)

In the second quarter of fiscal year 2018, the Company recognized $383 thousand of advertising contributions from franchisees and $28 thousand of franchise development and opening fees in excess of fees that would have been recognized had Topic 606 not been adopted. In the first twenty-six weeks of fiscal year 2018, the Company recognized $764 thousand of advertising contributions from franchisees and $86 thousand of franchise development and opening fees in excess of fees that would have been recognized had Topic 606 not been adopted.

(3)

The Company recognized $383 thousand of advertising contributions from franchisees in the second quarter of fiscal year 2018 and $764 thousand of advertising contributions from franchisees in the first twenty-six weeks of fiscal year 2018 which prior to the adoption of Topic 606 were recognized as a reduction to marketing and advertising expense. Discounts recognized on the sale of gift cards were reclassified from marketing expense to restaurant sales on the consolidated statements of income, which totaled $244 thousand in the second quarter of fiscal year 2018 and $470 thousand in the first twenty-six weeks of fiscal year 2018.

(4)

Income tax expense related to the pre-tax income impact of the adjustments is calculated using the Company’s marginal federal and state income tax rates.

	26 Weeks Ended July 1, 2018 As Reported			Adjustments			Balances without adoption of Topic 606
Cash flows from operating activities:
Net income	$	23,219		$	(65	)	$	23,154
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,134			—			9,134
Deferred income taxes		(61	)		—			(61	)
Non-cash interest expense		41			—			41
Debt issuance costs written-off		—			—			—
Amortization of below market lease		39			—			39
Stock-based compensation expense		3,870			—			3,870
Changes in operating assets and liabilities:
Accounts receivable		10,826			—			10,826
Inventories		583			—			583
Prepaid expenses and other		(291	)		—			(291	)
Other assets		—			—			—
Accounts payable and accrued expenses		(8,600	)		—			(8,600	)
Deferred revenue		(8,996	)		85			(8,911	)
Deferred rent		630			—			630
Other liabilities		(1,861	)		(20	)		(1,881	)
Net cash provided by operating activities		28,533			—			28,533

Net cash used in investing activities		(13,060	)		—			(13,060	)

Net cash used in financing activities		(16,479	)		—			(16,479	)

Net decrease in cash and cash equivalents	$	(1,006	)		—		$	(1,006	)

Summary of significant revenue policies

Restaurant Sales. Restaurant sales consist of food and beverage sales by Company-owned restaurants. Revenue from restaurant sales is recognized when food and beverage products are sold. Restaurant sales are presented net of sales taxes and discounts. Gratuities remitted by customers for the benefit of restaurant staff are not included in either revenues or operating expenses. Restaurant sales are primarily influenced by total operating weeks in the relevant period and comparable restaurant sales growth. Total operating weeks is the total number of Company-owned restaurants multiplied by the number of weeks each is in operation during the relevant period. Comparable restaurant sales growth reflects the change in year-over-year or quarter-over-quarter, as applicable, sales for the comparable restaurants. The Company defines comparable restaurants to be those Company-owned restaurants in operation for not less than eighteen months prior to the beginning of the fiscal year.

Franchise Income. Franchise income includes (1) royalty income and (2) franchise and development fees charged to franchisees. Franchise royalties consist of 5.0% of adjusted gross sales from each franchisee-owned restaurant. In addition, our more recent franchise agreements require up to a 1.0% of adjusted gross sales advertising fee to be paid by the franchisee, which is applied to national advertising expenditures. Effective in fiscal year 2018, both the 5.0% royalty and the sales based advertising fees are included in franchise income on the consolidated statements of income. Prior to the adoption of Topic 606, the Company recorded advertising contributions from franchisees as a liability against which specific marketing and advertising costs were charged, which reduced the Company’s marketing expense on the consolidated statements of income. Effective with fiscal year 2018, the Company recognizes franchise development and opening fees over the life of the applicable franchise agreements. Prior to the adoption of Topic 606, the Company recognized franchise development and opening fees when a franchisee-owned restaurant opened.

Other Operating Income. Other operating income consists primarily of breakage income associated with gift cards, and also includes fees earned from management agreements, banquet-related guarantee and services revenue and other incidental guest fees. The Company’s accounting method for recognizing gift card breakage revenue is the redemption method. Under the redemption method, gift card breakage revenue is recognized and the gift card liability is derecognized for unredeemed gift cards in proportion to actual gift card redemptions based on historical breakage rates.

Deferred Revenue. Deferred revenue primarily includes (1) the Company’s liability for gift cards that have been sold but not yet redeemed and (2) the Company’s liability for franchise development and opening fees that will be recognized over the life of the applicable franchise agreements. When gift cards are redeemed (typically within five years), the Company recognizes restaurant sales and reduces the deferred revenue liability. A portion of gift cards redeemed are used by customers to pay for sales taxes and

gratuities, neither of which results in Company restaurant sales. Company issued gift cards redeemed at franchisee-owned restaurants result in royalty based franchise income and reduce the deferred revenue liabilit y. The expected redemption value of gift cards represents the full consideration received for all gift cards issued less the amount the Company has recognized as other operating income for gift cards that are not expected to be redeemed (gift card breakag e).

In the following tables, the Company’s revenue is disaggregated by major component for each category on the consolidated statements of income.


13 Weeks Ended July 1, 2018:	Domestic		International		Total Revenue
Restaurant sales	$	103,538	$	—	$	103,538
Franchise income		3,754		703		4,457
Other operating income		1,640		—		1,640
Total revenue	$	108,932	$	703	$	109,635


13 Weeks Ended June 25, 2017:	Domestic		International		Total Revenue
Restaurant sales	$	94,145	$	—	$	94,145
Franchise income		3,567		690		4,257
Other operating income		1,613		—		1,613
Total revenue	$	99,325	$	690	$	100,015


26 Weeks Ended July 1, 2018:	Domestic		International		Total Revenue
Restaurant sales	$	213,902	$	—	$	213,902
Franchise income		7,457		1,417		8,874
Other operating income		3,384		—		3,384
Total revenue	$	224,743	$	1,417	$	226,160


26 Weeks Ended June 25, 2017:	Domestic		International		Total Revenue
Restaurant sales	$	193,600	$	—	$	193,600
Franchise income		7,203		1,444		8,647
Other operating income		3,306		—		3,306
Total revenue	$	204,109	$	1,444	$	205,553

The following table provides information about receivables and deferred revenue liabilities from contracts with customers (in thousands).

	July 1,		December 31,
	2018		2017
Accounts receivable, less allowance for doubtful accounts 2018 - $358; 2017 - $361	$	9,987	$	21,130
Deferred revenue	$	33,812	$	42,596
Unearned franchise fees	$	2,859	$	—

Significant changes in the deferred revenue balance during the first twenty-six weeks of fiscal year 2018 are presented in the following table (in thousands).

	Deferred			Unearned
	Revenue			Franchise Fees
Balance at December 31, 2017	$	42,596		$	—
Increase (decrease) due to the cumulative effect of adopting Topic 606		(22	)		3,092
Decreases in the beginning balance from gift card redemptions		(17,976	)		—
Increases due to proceeds received, excluding amounts recognized during the period		9,251			—
Decreases due to recognition of franchise development and opening fees		—			(236	)
Other		(37	)		3
Balance at July 1, 2018	$	33,812		$	2,859

The projected recognition of revenue related to deferred franchise development and opening fees is as follows (in thousands).

	Balance as of		Fiscal Year		Fiscal Year		Fiscal Years		More Than
	January 1, 2018		2018		2019		2020-2022		5 Years
Franchise development and opening fees	$	3,320	$	348	$	226	$	677	$	2,069

(3) Hawaii Acquisition

On December 12, 2017 the Company completed the acquisition of substantially all of the assets of six franchisee-owned Ruth’s Chris Steak House restaurants located in Hawaii (the “Hawaiian Restaurants”) for a cash purchase price of $35.4 million. The acquisition was funded with borrowings under the Company’s senior credit facility.

The assets and liabilities of the Hawaiian Restaurants were recorded at their respective fair values as of the date of the acquisition. The fair values recorded for the assets of the Hawaiian Restaurants, including working capital, restaurant related fixed assets, leasehold improvements, franchise rights and goodwill, are based on preliminary valuations and are subject to adjustments as additional information is obtained. The Company is in the process of confirming the fair values using a combination of internal analysis and third party valuations. Once the process is complete, any adjustments to fair value of assets acquired or liabilities assumed may also result in adjustments to goodwill. The preliminary allocation of the purchase price did not change during the first twenty-six weeks of fiscal year 2018.

Goodwill was measured as the excess of the consideration transferred over the net of the amounts assigned the identifiable assets acquired and the liabilities assumed as of the acquisition date. The goodwill for the Hawaiian Restaurants, which is included with the goodwill for the reporting unit identified as the steakhouse operating segment, will be reviewed for potential impairment annually or more frequently if triggering events are detected. Reacquired franchise rights will be amortized over the remaining terms of the related franchise agreements, not including renewal options. Property and equipment will be depreciated over a period of three to twenty years.

As a result of the acquisition and related integration efforts, we incurred expenses of approximately $861 thousand during the first twenty-six weeks of fiscal year 2018, which are included in general and administrative expenses in the Company’s consolidated statements of income.

(4) Long-term Debt

Long-term debt consists of the following (in thousands):

	July 1,		December 31,
	2018		2017
Senior Credit Facility:
Revolving credit facility	$	50,000	$	50,000
Less current maturities		—		—
	$	50,000	$	50,000

As of July 1, 2018, the Company had $50.0 million of outstanding indebtedness under its senior credit facility with approximately $35.8 million of borrowings available, net of outstanding letters of credit of approximately $4.2 million. As of July 1, 2018, the

weighted average interest rate on the Company’s outstanding debt was 3.6% and the weighted average interest rate on its outstanding letters of credit was 1.6%. In addition, the fee on the Company’s senior credit facility was 0.2%.

On February 2, 2017, the Company entered into a credit agreement with Wells Fargo Bank, National Association as administrative agent, and certain other lenders (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $90.0 million with a $5.0 million subfacility for letters of credit and a $5.0 million subfacility for swingline loans. Subject to the satisfaction of certain conditions and lender consent, the revolving credit facility may be increased up to a maximum of $150.0 million. The Credit Agreement has a maturity date of February 2, 2022. At the Company’s option, revolving loans may bear interest at (i) LIBOR, plus an applicable margin or (ii) the highest of (a) the rate publicly announced by Wells Fargo as its prime rate, (b) the average published federal funds rate in effect on such day plus 0.50% and (c) one month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is based on the Company’s actual leverage ratio, ranging (a) from 1.50% to 2.25% above the applicable LIBOR rate or (b) at the Company’s option, from 0.50% to 1.25% above the applicable base rate.

The Credit Agreement contains customary representations and affirmative and negative covenants (including limitations on indebtedness and liens) as well as financial covenants requiring a minimum fixed coverage charge ratio and limiting the Company’s consolidated leverage ratio. The Credit Agreement also contains events of default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; default under other material indebtedness; and certain changes of control of the Company. If any event of default occurs and is not cured within the applicable grace period, or waived, the outstanding loans may be accelerated by lenders holding a majority of the commitments under the Credit Agreement and the lenders’ commitments may be terminated. The obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries (the Guarantors), and are secured by a lien on substantially all of the Company’s personal property assets other than any equity interest in current and future subsidiaries of the Company.

(5) Shareholders’ Equity

In October 2017, our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $60 million of outstanding common stock from time to time. The share repurchase program replaced the previous share repurchase program announced in April 2016, which was terminated. During the first twenty-six weeks of fiscal year 2018, 224,605 shares were repurchased at an aggregate cost of $5.9 million, or an average cost of $26.46 per share. As of July 1, 2018, $44.7 million remained available for future purchases under the share repurchase program.

The Company’s Board of Directors declared the following dividends during the periods presented (amounts in thousands, except per share amounts):

Declaration Date	Dividend per Share		Record Date	Total Amount		Payment Date
Fiscal Year 2018
February 21, 2018	$	0.11	March 8, 2018	$	3,390	March 22, 2018
May 4, 2018	$	0.11	May 24, 2018	$	3,397	June 7, 2018

Fiscal Year 2017
February 17, 2017	$	0.09	February 23, 2017	$	2,862	March 9, 2017
May 5, 2017	$	0.09	May 18, 2017	$	2,862	June 1, 2017

Subsequent to the end of the second quarter of fiscal year 2018, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.11 per common and restricted share, or approximately $3.4 million in the aggregate based on the number of shares currently outstanding, payable on September 6, 2018 to stockholders of record as of the close of business on August 23, 2018.

Outstanding unvested restricted stock is not included in common stock outstanding amounts. Restricted stock outstanding as of July 1, 2018 aggregated 997,906 shares.

(6) Fair Value Measurements

The carrying amounts of cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to their short duration. Borrowings classified as long-term debt as of July 1, 2018 and December 31, 2017 have variable interest rates that reflect currently available terms and conditions for similar debt. The carrying amount of this debt is a reasonable estimate of its fair value (Level 2).

The Company did not have any non-financial assets measured at fai r value on a non-recurring basis as of July 1, 2018. The Company’s non-financial assets measured at fair value on a non-recurring basis as of December 31, 2017 were as follows:

		Fair Value as of December 31, 2017				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total Losses on Impairment
Long-lived assets held for sale		$	—			$	—			$	—			$	3,904

(7) Segment Information

The Company has two reportable segments – the Company-owned steakhouse segment and the franchise operations segment. The Company does not rely on any major customers as a source of revenue. The Company-owned Ruth’s Chris Steak House restaurants, all of which are located in North America, operate within the full-service dining industry, providing similar products to similar customers. Revenues are derived principally from food and beverage sales. As of July 1, 2018, (i) the Company-owned steakhouse restaurant segment included 77 Ruth’s Chris Steak House restaurants and two Ruth’s Chris Steak House restaurants operating under contractual agreements and (ii) the franchise operations segment included 75 franchisee-owned Ruth’s Chris Steak House restaurants. Segment profits for the Company-owned steakhouse restaurant segments equal segment revenues less segment expenses. Segment revenues for the Company-owned steakhouse restaurants include restaurant sales, management agreement income and other restaurant income. Gift card breakage revenue is not allocated to operating segments. Not all operating expenses are allocated to operating segments. Segment expenses for the Company-owned steakhouse segment include food and beverage costs and restaurant operating expenses. No other operating costs are allocated to the Company-owned steakhouse segment for the purpose of determining segment profits because such costs are not directly related to the operation of individual restaurants. The accounting policies applicable to each segment are consistent with the policies used to prepare the consolidated financial statements. The profit of the franchise operations segment equals franchise income, which consists of franchise royalty fees and franchise opening fees. No costs are allocated to the franchise operations segment.

Segment information related to the Company’s two reportable business segments follows (in thousands):

	13 Weeks Ended						26 Weeks Ended
	July 1,			June 25,			July 1,			June 25,
	2018			2017			2018			2017
Revenues:
Company-owned steakhouse restaurants	$	104,499		$	95,168		$	215,700		$	195,342
Franchise operations		4,457			4,257			8,874			8,647
Unallocated other revenue and revenue discounts		679			590			1,586			1,564
Total revenues	$	109,635		$	100,015		$	226,160		$	205,553

Segment profits:
Company-owned steakhouse restaurants	$	25,428		$	22,049		$	53,544		$	48,197
Franchise operations		4,457			4,257			8,874			8,647
Total segment profit		29,885			26,306			62,418			56,844

Unallocated operating income		679			590			1,586			1,564
Marketing and advertising expenses		(4,640	)		(3,412	)		(8,117	)		(5,859	)
General and administrative costs		(9,274	)		(8,035	)		(18,248	)		(16,171	)
Depreciation and amortization expenses		(4,673	)		(3,731	)		(9,134	)		(7,236	)
Pre-opening costs		(272	)		(173	)		(412	)		(1,352	)
Interest expense, net		(403	)		(144	)		(783	)		(324	)
Other income		22			14			34			39
Income from continuing operations before income tax expense	$	11,324		$	11,415		$	27,344		$	27,505

Capital expenditures:
Company-owned steakhouse restaurants	$	6,162		$	3,120		$	11,041		$	9,993
Corporate assets		222			359			848			656
Total capital expenditures	$	6,384		$	3,479		$	11,889		$	10,649

	July 1,		December 31,
	2018		2017
Total assets:
Company-owned steakhouse restaurants	$	222,333	$	223,354
Franchise operations		2,152		3,021
Corporate assets - unallocated		3,157		10,774
Deferred income taxes - unallocated		5,754		4,947
Total assets	$	233,396	$	242,096

(8) Stock-Based Employee Compensation

On May 15, 2018, the Company’s stockholders approved a new 2018 Omnibus Incentive Plan (“2018 Plan”) which replaces the Amended and Restated 2005 Equity Incentive Plan (“2005 Plan”), which expired on May 30, 2018. The 2018 Plan authorizes 2.5 million shares reserved for future grants. Awards that were previously awarded under the 2005 Plan that are forfeited or cancelled in the future will be made available for grant or issuance under the 2018 Plan. The 1,649,094 shares that were authorized but unissued under the 2005 Plan as of May 15, 2018 were cancelled. As of July 1, 2018, there were 11,790 shares of common stock issuable upon exercise of currently outstanding options, and 997,906 currently outstanding unvested restricted stock awards under the 2005 Plan. As of July 1, 2018, the 2018 Plan has 2,574,151 shares available for future grants. During the first twenty-six weeks of fiscal year 2018, the Company issued 226,843 restricted stock awards to directors, officers and other employees of the Company. Of the 226,843 restricted stock awards issued during the first twenty-six weeks of fiscal year 2018, 35,386 shares will vest in fiscal year 2019, 98,368 shares will vest in fiscal year 2020, 54,091 shares will vest in fiscal year 2021, and 38,998 will vest in 2023. Total stock compensation expense recognized during the first twenty-six weeks of fiscal years 2018 and 2017 was $3.8 million and $3.4 million, respectively.

(9) Income Taxes

Income tax expense differs from amounts computed by applying the federal statutory income tax rate to income from continuing operations before income taxes as follows:

	26 Weeks Ended
	July 1,			June 25,
	2018			2017
Income tax expense at statutory rates		21.0	%		35.0	%
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal benefit		3.4	%		3.0	%
Federal employment tax credits		(9.5	%)		(6.8	%)
Other		0.3	%		0.1	%
Effective tax rate		15.2	%		31.3	%

The Tax Cuts and Jobs Act (the “2017 Tax Act”), signed into law on December 22, 2017, significantly revised several aspects of U.S. tax law. Effective January 1, 2018, the 2017 Tax Act reduced the statutory corporate tax rate from 35% to 21%. The reduction in the statutory corporate tax rate is the principal driver for the decrease to the Company’s continuing operations quarterly effective tax rate illustrated above. Income tax expense for the first twenty-six weeks of fiscal year 2018 and 2017 was reduced by discreet income tax items of $631 thousand and $247 thousand, respectively, primarily related to excess tax benefits from the vesting of restricted stock.

The Company utilizes the federal FICA tip credit to reduce its periodic federal income tax expense. A restaurant company employer may claim a credit against the company’s federal income taxes for FICA taxes paid on certain tip wages (the FICA tip credit). The credit against income tax liability is for the full amount of eligible FICA taxes. Employers cannot deduct from taxable income the amount of FICA taxes taken into account in determining the credit.

The Company files consolidated and separate income tax returns in the United States federal jurisdiction and many state jurisdictions, respectively. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years before 2013.

(10) Earnings Per Share

The following table sets forth the computation of earnings per share (amounts in thousands, except share and per share amounts):

	13 Weeks Ended				26 Weeks Ended
	July 1,		June 25,		July 1,		June 25,
	2018		2017		2018		2017
Income from continuing operations	$	9,561	$	7,804	$	23,197	$	18,889
Income (loss) from discontinued operations, net of income taxes		12		7		22		(30	)
Net income	$	9,573	$	7,811	$	23,219	$	18,859
Shares:
Weighted average number of common shares outstanding - basic		29,713,825		30,548,258		29,701,847		30,561,741
Weighted average number of common shares outstanding - diluted		30,375,306		31,264,266		30,377,194		31,255,441

Basic earnings (loss) per common share:
Continuing operations	$	0.32	$	0.26	$	0.78	$	0.62
Discontinued operations		—		—		—		—
Basic earnings per common share	$	0.32	$	0.26	$	0.78	$	0.62

Diluted earnings (loss) per common share:
Continuing operations	$	0.32	$	0.25	$	0.76	$	0.60
Discontinued operations		—		—		—		—
Diluted earnings per common share	$	0.32	$	0.25	$	0.76	$	0.60

There were no anti-dilutive shares for the second quarter of fiscal year 2018. Diluted earnings per share for the second quarter of fiscal year 2017 excludes 17 restricted shares which were outstanding during the period but were anti-dilutive and had a weighted average exercise price of $0 per share. Diluted earnings per share for the first twenty-six weeks of fiscal year 2018 and 2017 excludes restricted shares of 679 and 1,295, respectively, which were outstanding during the period but were anti-dilutive and had a weighted average exercise price of $0 and $21.60, respectively.

(11) Commitments and Contingencies

The Company is subject to various claims, possible legal actions and other matters arising in the normal course of business. Management does not expect disposition of these other matters to have a material adverse effect on the financial position, results of operations or liquidity of the Company. The Company expenses legal fees as incurred.

The legislation and regulations related to tax and unclaimed property matters are complex and subject to varying interpretations by both government authorities and taxpayers. The Company remits a variety of taxes and fees to various governmental authorities, including excise taxes, property taxes, sales and use taxes, and payroll taxes. The taxes and fees remitted by the Company are subject to review and audit by the applicable governmental authorities which could assert claims for additional assessments. Although management believes that the tax positions are reasonable and consequently there are no accrued liabilities for claims which may be asserted, various taxing authorities may challenge certain of the positions taken by the Company which may result in additional liability for taxes and interest. These tax positions are reviewed periodically based on the availability of new information, the lapsing of applicable statutes of limitations, the conclusion of tax audits, the identification of new tax contingencies, or the rendering of relevant court decisions. An unfavorable resolution of assessments by a governmental authority could negatively impact the Company’s results of operations and cash flows in future periods.

The Company is subject to unclaimed or abandoned property (escheat) laws which require the Company to turn over to certain state governmental authorities the property of others held by the Company that has been unclaimed for specified periods of time. The Company is subject to audit by individual U.S. states with regard to its escheatment practices.

The Company currently buys a majority of its beef from two suppliers. Although there are a limited number of beef suppliers, management believes that other suppliers could provide similar product on comparable terms. A change in suppliers, however, could cause supply shortages and a possible loss of sales, which would affect operating results adversely.

The Company sold eighteen Mitchell’s Fish Markets and three Mitchell’s/Cameron’s Steakhouse restaurants (Mitchell’s Restaurants) on January 21, 2015 to Landry’s In c. and Mitchell’s Entertainment, Inc., an affiliate of Landry’s Inc. (together with Landry’s Inc., Landry’s). The Company guaranteed Landry’s lease obligations aggregating $28.4 million under seven of the Mitchell’s Restaurant’s leases. The Company did n ot record a financial accounting liability for the lease guarantees, because the likelihood of Landry’s defaulting on the lease agreements was deemed to be remote. Landry’s also indemnified the Company in the event of a default under any of the leases.

IT EM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 herein that describe the Company’s objectives, plans or goals, including with respect to new restaurant openings, capital expenditures, and the impact of healthcare inflation, recent accounting pronouncements and tax reform legislation, 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 income taxes, unclaimed property, 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; the Company’s indemnification obligations in connection with its sale of the Mitchell’s Restaurants; the inability to successfully integrate the Hawaiian Restaurants into the Company’s business operations; 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; and changes in, or the discontinuation of, the Company’s quarterly cash dividend payments or share repurchase program. 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 31, 2017, 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 Quarterly Report on Form 10-Q to reflect events or circumstances after the date hereof. You should not assume that material events subsequent to the date of this Quarterly Report on Form 10-Q 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.

Overview

Ruth’s Hospitality Group, Inc. is a restaurant company focused on the upscale dining segment. Ruth’s Hospitality Group, Inc. operates Company-owned Ruth’s Chris Steak House restaurants and sells franchise rights to Ruth’s Chris Steak House franchisees giving the franchisees the exclusive right to operate similar restaurants in a particular area designated in the franchise agreement. As of July 1, 2018, there were 154 Ruth’s Chris Steak House restaurants, including 77 Company-owned restaurants, two restaurants operating under contractual agreements and 75 franchisee-owned restaurants. A new franchisee-owned Ruth’s Chris Steak House restaurant was opened in Ft. Wayne, IN in May 2018.

The Ruth’s Chris menu features a broad selection of USDA Prime- and other high quality steaks and other premium offerings served in Ruth’s Chris’ signature fashion—“sizzling” and topped with butter—complemented by other traditional menu items inspired by our New Orleans heritage. The Ruth’s Chris restaurants reflect over 50 years committed to the core values instilled by our founder, Ruth Fertel, of caring for our guests by delivering the highest quality food, beverages and service in a warm and inviting atmosphere.

All Company-owned Ruth’s Chris Steak House restaurants are located in the United States. The franchisee-owned Ruth’s Chris Steak House restaurants include 20 international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Panama, Singapore and Taiwan.

Our business is subject to seasonal fluctuations. Historically, our first and fourth quarters have tended to be the strongest revenue quarters due largely to the year-end holiday season and the popularity of dining out during the fall and winter months. Consequently,

results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year and comparable restaurant sales for any particular period may decrease .

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 provides additional information about our business, operations and financial condition.

Results of Operations

The table below sets forth certain operating data expressed as a percentage of total revenues for the periods indicated, except as otherwise noted. Our historical results are not necessarily indicative of the operating results that may be expected in the future.

	13 Weeks Ended						26 Weeks Ended
	July 1,			June 25,			July 1,			June 25,
	2018			2017			2018			2017
Revenues:
Restaurant sales		94.4	%		94.1	%		94.6	%		94.2	%
Franchise income		4.1	%		4.3	%		3.9	%		4.2	%
Other operating income		1.5	%		1.6	%		1.5	%		1.6	%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%

Costs and expenses:
Food and beverage costs (percentage of restaurant sales)		28.1	%		29.9	%		28.3	%		29.3	%
Restaurant operating expenses (percentage of restaurant sales)		48.3	%		47.8	%		47.5	%		46.7	%
Marketing and advertising		4.2	%		3.4	%		3.6	%		2.9	%
General and administrative costs		8.5	%		8.0	%		8.1	%		7.9	%
Depreciation and amortization expenses		4.3	%		3.7	%		4.0	%		3.5	%
Pre-opening costs		0.2	%		0.2	%		0.2	%		0.7	%
Total costs and expenses		89.3	%		88.5	%		87.6	%		86.5	%
Operating income		10.7	%		11.5	%		12.4	%		13.5	%

Other income (expense):
Interest expense, net		(0.4	%)		(0.1	%)		(0.3	%)		(0.1	%)
Other		0.0	%		0.0	%		0.0	%		0.0	%
Income from continuing operations before income tax expense		10.3	%		11.4	%		12.1	%		13.4	%
Income tax expense		1.6	%		3.6	%		1.8	%		4.2	%
Income from continuing operations		8.7	%		7.8	%		10.3	%		9.2	%
Loss from discontinued operations, net of income taxes		0.0	%		0.0	%		0.0	%		(0.0	%)
Net income		8.7	%		7.8	%		10.3	%		9.2	%

Second Quarter Ended July 1, 2018 (13 Weeks) Compared to Second Quarter Ended June 25, 2017 (13 Weeks)

Overview . Operating income increased by $160 thousand, or 1.4%, to $11.7 million for the second quarter of fiscal year 2018 from the second quarter of fiscal year 2017. Operating income for the second quarter of fiscal year 2018 was favorably impacted by a $9.4 million increase in restaurant sales offset by a $5.0 million increase in restaurant operating expenses, $1.2 million increase in marketing and advertising expense, a $1.2 million increase in general and administrative costs, a $942 thousand increase in depreciation and amortization, a $935 thousand increase in food and beverage costs, and a $99 thousand increase in pre-opening expenses. Income from continuing operations and net income increased from the second quarter of fiscal year 2017 by $1.8 million to $9.6 million, primarily due to the impact of a lower effective income tax rate.

million to $25.4 million from the second quarter of fiscal year 2017. The increase was driven primarily by a $9.3 million incr ease in restaurant sales offset by a $5.0 million increase in restaurant operating expenses and a $935 thousand increase in food and beverage costs. Franchise income increased $200 thousand in the second quarter of fiscal year 2018 compared to the second quarter of fiscal year 2017.

Restaurant Sales. Restaurant sales increased by $9.4 million, or 10.0%, to $103.5 million in the second quarter of fiscal year 2018 from the first quarter of fiscal year 2017. The increase was driven by a $9.9 million increase in restaurant sales from new restaurants, including the acquired Hawaii Restaurants, and a 1.3% increase in Company-owned comparable restaurant sales which consisted of an average check increase of 1.4% and a traffic decrease of 0.1%. The calendar shift of Easter from the second quarter of 2017 into the first quarter of 2018 negatively impacted second quarter 2018 comparable restaurant traffic and sales by approximately 70 basis points.

Franchise Income . Franchise income in the second quarter of fiscal year 2018 increased $200 thousand compared to the second quarter of fiscal year 2017. The acquisition of the Hawaii Restaurants decreased sales based royalty income by $413 thousand. This was offset by the reclassification of franchisee advertising fees of $383 thousand from marketing and advertising expense to franchise income and the recognition of $178 thousand in franchise development and site specific fees in accordance with Topic 606.

Other Operating Income . Other operating income remained consistent in the second quarter of fiscal year 2018 compared to the second quarter of fiscal year 2017.

Food and Beverage Costs . Food and beverage costs increased $935 thousand in the second quarter of fiscal year 2018 compared to the second quarter of fiscal year 2017. As a percentage of restaurant sales, food and beverage costs decreased to 28.1% in the second quarter of fiscal year 2018 from 29.9% in the second quarter of fiscal year 2017. The decrease in food and beverage costs as a percentage of restaurant sales was primarily due to a 10.0% decrease in total beef costs as well as an increase in average check of 1.4%.

Restaurant Operating Expenses . Restaurant operating expenses increased $5.0 million, or 11.1%, to $50.0 million in the second quarter of fiscal year 2018 from the second quarter of fiscal year 2017. Restaurant operating expenses, as a percentage of restaurant sales, increased to 48.3% in the second quarter of fiscal year 2018 from 47.8% in the second quarter of fiscal year 2017. The increase in restaurant operating expenses as a percentage of restaurant sales was primarily due an increase in occupancy related expenses.

Marketing and Advertising. Marketing and advertising expenses increased $1.2 million to $4.6 million in the second quarter of fiscal year 2018 from the second quarter of fiscal year 2017. The increase in marketing and advertising expenses in the second quarter of fiscal year 2018 was primarily attributable to a planned increase in advertising spending in addition to the reclassification of $437 thousand in certain administrative support costs that have been historically charged to general and administrative costs.

General and Administrative Costs. General and administrative costs increased $1.2 million to $9.3 million in the second quarter of fiscal year 2018 from the second quarter of fiscal year 2017. The increase in general and administrative costs was primarily attributable to $823 thousand in compensation costs, $528 thousand in professional fees, $409 thousand in Hawaii Restaurants acquisition costs partially offset by a $437 thousand reduction in certain administrative support costs that were reclassified to marketing and advertising.

Depreciation and Amortization Expenses . Depreciation and amortization expense increased $942 thousand to $4.7 million in the second quarter of fiscal year 2018 from the second quarter of fiscal year 2017 primarily due to depreciation on new restaurant and remodel assets placed in service within the last twelve months including $680 thousand of depreciation and amortization related to the Hawaii Restaurants acquisition.

Pre-opening Costs . Pre-opening costs were $272 thousand in the second quarter of fiscal year 2018 primarily due to the planned openings of a Ruth’s Chris Steak House Restaurants in Jersey City, NJ expected to open in the third quarter of 2018 and Paramus, NJ in the fourth quarter of 2018. Pre-opening costs were $173 thousand in the second quarter of fiscal year 2017 primarily due to the openings of a Ruth’s Chris Steak House Restaurant in Denver, CO which opened in the fourth quarter of fiscal year 2017.

Interest Expense. Interest expense increased $259 thousand to $403 thousand in the second quarter of fiscal year 2018 from the second quarter of fiscal year 2017, primarily due to higher average debt balances during the second quarter of fiscal year 2018 compared to the second quarter of 2017.

Other Income and Expense. During the second quarter of fiscal year 2018, we recognized other income of $22 thousand. During the second quarter of fiscal year 2017 we recognized other income of $14 thousand.

Income Tax Expense . During the second quarter of fiscal year 2018, we recognized income tax expense of $1.8 million. During the second quarter of fiscal year 2017, we recognized income tax expense of $3.6 million. The effec tive tax rate, including the impact of discrete items, decreased to 15.6% for the second quarter of fiscal year 2018 compared to 31.6% for the second quarter of fiscal year 2017. The effective tax rate decreased in the second quarter of fiscal year 2018 p rimarily due to the 2017 Tax Act which was signed into law on December 22, 2017. The 2017 Tax Act significantly revised U.S. tax law, and included many changes that impacted the Company, most notably a reduction of the statutory corporate tax rate from 3 5% to 21%. Fiscal year 2018 discrete items and other unexpected changes impacting the annual tax expense may cause the effective tax rate for fiscal year 2018 to differ from the effective tax rate for the second quarter of fiscal year 2018.

Income from Continuing Operations . Income from continuing operations of $9.6 million in the second quarter of fiscal year 2018 increased by $1.8 million compared to the second quarter of fiscal year 2017 due to the factors noted above.

Income or Loss from Discontinued Operations, net of income taxes. Income from discontinued operations, net of income taxes, for the second quarter of fiscal year 2018 was $12 thousand compared to income of $7 thousand during the second quarter of fiscal year 2017.

Net Income. Net income was $9.6 million in the second quarter of fiscal year 2018 and increased by $1.8 million compared to $7.8 million in the second quarter of fiscal year 2017. The increase was largely attributable to the factors noted above.

Twenty-six Weeks Ended July 1, 2018 Compared to Twenty-six Weeks Ended June 25, 2017

Overview . Operating income increased by $303 thousand, or 1.1%, to $28.1 million for the first twenty-six weeks of fiscal year 2018 from the first twenty-six weeks of fiscal year 2017. Operating income for the first twenty-six weeks of fiscal year 2018 was favorably impacted by a $20.3 million increase in restaurant sales and a $940 thousand decrease in pre-opening expenses partially offset by a $11.3 million increase in restaurant operating expenses, a $3.8 million increase in food and beverage costs, a $2.3 million increase in marketing and advertising, a $2.1 million increase in general and administrative expenses, and a $1.9 million increase in depreciation and amortization. Income from continuing operations increased from the first twenty-six weeks of fiscal year 2017 by $4.3 million to $23.2 million. Net income for the first twenty-six weeks of fiscal year 2018 increased from the first twenty-six weeks of fiscal year 2017 by $4.4 million to $23.2 million.

Segment Profits . Segment profitability information is presented in Note 7 to the condensed consolidated financial statements. Not all operating expenses are allocated to operating segments. The Ruth’s Chris Steak House Company-owned restaurants, which are all located in the United States, are managed as an operating segment. The Ruth’s Chris concept operates within the full-service dining industry, providing similar products to similar customers. The franchise operations are reported as a separate operating segment. Segment profits for the first twenty-six weeks of fiscal year 2018 for the Company-owned steakhouse restaurant segment increased by $5.3 million to $53.5 million from the first twenty-six weeks of fiscal year 2017. The increase was driven primarily by a $20.4 million increase in restaurant sales partially offset by a $11.3 million increase in restaurant operating expenses and a $3.8 million increase in food and beverage costs. Franchise income increased $227 thousand in the first twenty-six weeks of fiscal year 2018 compared to the first twenty-six weeks of fiscal year 2017.

Restaurant Sales. Restaurant sales increased by $20.3 million, or 10.5%, to $213.9 million in the first twenty-six weeks of fiscal year 2018 from the first twenty-six weeks of fiscal year 2017. The increase was attributable to a $22.2 million increase in restaurant sales at new restaurants offset by a decrease in Company-owned comparable restaurant sales of $1.2 million. Excluding discontinued operations, total operating weeks during the first twenty-six weeks of fiscal year 2018 increased to 2,002 from 1,805 in the first twenty-six weeks of fiscal year 2017. Fiscal year 2018, which began one week later than fiscal year 2017, did not include restaurant sales from the last week of December. As a result, restaurant sales in fiscal year 2018 were negatively impacted by approximately $3.0 million, and comparable sales were negatively impacted by approximately 160 basis points. Adjusting for the timing of this calendar shift, Company-owned comparable restaurant sales increased 1.2%, driven by an average check increase of 1.2%.

Franchise Income . Franchise income increased $227 thousand in the first twenty-six weeks of fiscal year 2018 compared to the first twenty-six weeks of fiscal year 2017. The acquisition of the Hawaii Restaurants decreased sales based royalty income by $859 thousand. This was offset by the reclassification of franchisee advertising fees of $764 thousand from marketing and advertising expense to franchise income and the recognition of $236 thousand in franchise development and site specific fees in accordance with Topic 606. The remaining increase in franchise royalties was driven by an increase in comparable franchise restaurant sales.

Other Operating Income . Other operating income increased $78 thousand in the first twenty-six weeks of fiscal year 2018 compared to the first twenty-six weeks of fiscal year 2017. The increase in other operating income was primarily due to an increase in income from restaurants operated under contractual agreements.

Food and Beverage Costs . Food and beverage costs increased $3.8 million in the first twenty-six weeks of fiscal year 2018 compared to the first twenty-six weeks of fiscal year 2017. As a percentage of rest aurant sales, food and beverage costs decreased to 28.3% in the first twenty-six weeks of fiscal year 2018 from 29.3% in the first twenty-six weeks of fiscal year 2017. The decrease in food and beverage costs as a percentage of restaurant sales was primari ly due to an increase in average check.

Restaurant Operating Expenses . Restaurant operating expenses increased $11.3 million, or 12.4%, to $101.7 million in the first twenty-six weeks of fiscal year 2018 from the first twenty-six weeks of fiscal year 2017. Restaurant operating expenses, as a percentage of restaurant sales, increased to 47.6% in the first twenty-six weeks of fiscal year 2018 from 46.7% in the first twenty-six weeks of fiscal year 2017. The increase in restaurant operating expenses as a percentage of restaurant sales was primarily attributable to an increase in occupancy costs.

Marketing and Advertising. Marketing and advertising expenses increased $2.3 million to $8.1 million in the first twenty-six weeks of fiscal year 2018 from the first twenty-six weeks of fiscal year 2017. The increase in marketing and advertising expenses in the first twenty-six weeks of fiscal year 2018 was primarily attributable to a planned increase in advertising spending in addition to the reclassification of $851 thousand in certain administrative support costs that have been historically charged to general and administrative costs.

General and Administrative Costs. General and administrative costs increased $2.1 million to $18.2 million in the first twenty-six weeks of fiscal year 2018 from the first twenty-six weeks of fiscal year 2017. The increase in general and administrative costs was primarily attributable to $1.4 million in compensation costs, $471 thousand in professional fees, $861 thousand in Hawaii Restaurants acquisition costs partially offset by a $851 thousand reduction in certain administrative support costs that were reclassified to marketing and advertising.

Depreciation and Amortization Expenses . Depreciation and amortization expense increased $1.9 million to $9.1 million in the first twenty-six weeks of fiscal year 2018 from the first twenty-six weeks of fiscal year 2017 primarily due to depreciation on new restaurant and remodel assets placed in service within the last twelve months including $1.3 million of depreciation and amortization related to the Hawaii Restaurants acquisition.

Pre-opening Costs . Pre-opening costs were $412 thousand in the first twenty-six weeks of fiscal year 2018 primarily due to the anticipated opening of the Ruth’s Chris Steak House Restaurants in Jersey City, NJ which is expected to open in the third quarter of fiscal year 2018. Pre-opening costs were $1.4 million in the first twenty-six weeks of fiscal year 2017 primarily due to the openings of two new Company-owned restaurants in Waltham, MA and Cleveland, OH, which opened in the first quarter of 2017.

Interest Expense. Interest expense increased $459 thousand to $783 thousand in the first twenty-six weeks of fiscal year 2018 from the first twenty-six weeks of fiscal year 2017 primarily due to higher than average debt balances during the first twenty-six weeks of fiscal year 2018 compared to the first twenty-six weeks of fiscal year 2017.

Other Income and Expense. During the first twenty-six weeks of fiscal year 2018, we recognized other income of $34 thousand which is consistent with the amount of other income recognized during the first twenty-six weeks of fiscal year 2017 of $39 thousand.

Income Tax Expense . During the first twenty-six weeks of fiscal year 2018, we recognized income tax expense of $4.1 million. During the first twenty-six weeks of fiscal year 2017, we recognized income tax expense of $8.6 million. The effective tax rate, including the impact of discrete items, decreased to 15.2% for the first twenty-six weeks of fiscal year 2018 compared to 31.3% for the first twenty-six weeks of fiscal year 2017. The effective tax rate decreased in the first twenty-six weeks of fiscal year 2018 primarily due to the 2017 Tax Act which was signed into law on December 22, 2017. The 2017 Tax Act significantly revised U.S. tax law, and included many changes that impacted the Company, most notably a reduction of the statutory corporate tax rate from 35% to 21%. Fiscal year 2018 discrete items and other unexpected changes impacting the annual tax expense may cause the effective tax rate for fiscal year 2018 to differ from the effective tax rate for the second quarter of fiscal year 2018.

Income (loss) from Continuing Operations . Income from continuing operations of $23.2 million in the first twenty-six weeks of fiscal year 2018 increased by $4.3 million compared to the first twenty-six weeks of fiscal year 2017 due to the factors noted above.

Loss from Discontinued Operations, net of income taxes. Income from discontinued operations, net of income taxes, for the second of fiscal year 2018 was $22 thousand compared to a loss of $30 thousand during the second of fiscal year 2017. The loss in the first twenty-six weeks of 2017 is primarily due to occupancy costs attributable to a closed Ruth’s Chris Steak House Restaurant offset by the collection of an occupancy related receivable at a closed Ruth’s Chris Steak House Restaurant.

Net Income. Net income was $23.2 million in the first twenty-six weeks of fiscal year 2018 and increased by $4.4 million compared to $18.9 million in the first twenty-six weeks of fiscal year 2017. The increase was largely attributable to the factors noted above.

Liquidity and Capital Resources

Overview

Our principal sources of cash have been historically provided by our operating activities as well as periodic borrowings from our senior credit facility. During the first twenty-six weeks of 2018 our principal uses of cash flow from operations were capital expenditures, dividend payments and the repurchase of common stock. Cash flows from discontinued operations are combined with the cash flows from continuing operations within each of the categories on our statement of cash flows.

In October 2017, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to $60 million of outstanding common stock from time to time. The new share repurchase program replaces the previous share repurchase program announced in April 2016, which was terminated. During the first twenty-six weeks of fiscal year 2018, the Company repurchased 224,605 shares at an aggregate cost of $5.9 million or an average cost of $26.46 per share. All repurchased shares were retired and cancelled. As of July 1, 2018, $44.7 million remained available for future repurchases under the share repurchase program.

During the second quarter of fiscal year 2013, we commenced paying quarterly cash dividends to holders of common and restricted stock. We paid a quarterly cash dividend of $0.11 per share, or $3.4 million in the aggregate, during the second quarter of fiscal year 2018. On August 10, 2018, we announced that our Board of Directors declared a quarterly cash dividend of $0.11 per share, or $3.4 million in the aggregate, to be paid on September 6, 2018 to common and restricted stockholders of record as of the close of business on August 23, 2018. Future dividends will be subject to the approval of our Board of Directors.

We believe that our borrowing ability under our senior credit facility coupled with our anticipated cash flow from operations should provide us with adequate liquidity for the next 12 months.

Senior Credit Facility

As of July 1, 2018, we had $50.0 million of outstanding indebtedness under our senior credit facility with approximately $35.8 million of borrowings available, net of outstanding letters of credit of approximately $4.2 million. As of July 1, 2018, the weighted average interest rate on our outstanding debt was 3.6% and the weighted average interest rate on our outstanding letters of credit was 1.6%. In addition, the fee on the unused portion of our senior credit facility was 0.2%.

On February 2, 2017, we entered into a credit agreement with Wells Fargo Bank, National Association as administrative agent, and certain other lenders (the Credit Agreement) governing a new senior credit facility that replaced our prior credit facility. The Credit Agreement provides for a revolving credit facility of $90.0 million with a $5.0 million subfacility for letters of credit and a $5.0 million subfacility for swingline loans. Subject to the satisfaction of certain conditions and lender consent, the revolving credit facility may be increased up to a maximum of $150.0 million. The Credit Agreement has a maturity date of February 2, 2022. At our option, revolving loans may bear interest at (i) LIBOR, plus an applicable margin or (ii) the highest of (a) the rate publicly announced by Wells Fargo as its prime rate, (b) the average published federal funds rate in effect on such day plus 0.50% and (c) one month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is based on our actual leverage ratio, ranging (a) from 1.50% to 2.25% above the applicable LIBOR rate or (b) at our option, from 0.50% to 1.25% above the applicable base rate.

The Credit Agreement contains customary representations and affirmative and negative covenants (including limitations on indebtedness and liens) as well as financial covenants requiring a minimum fixed coverage charge ratio and limiting our consolidated leverage ratio. As of July 1, 2018, we were in compliance with all of the covenants in the Credit Agreement. The Credit Agreement also contains events of default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; default under other material indebtedness; and certain changes of control of the Company. If any event of default occurs and is not cured within the applicable grace period, or waived, the outstanding loans may be accelerated by lenders holding a majority of the commitments under the Credit Agreement and the lenders’ commitments may be terminated. The obligations under the Credit Agreement are guaranteed by certain of our subsidiaries (the Guarantors), and are secured by a lien on substantially all of our personal property assets other than any equity interest in current and future subsidiaries of the Company.

Under the Credit Agreement, restricted junior payments, which include cash dividend payments, repurchases of our equity securities and payments and prepayments of subordinated indebtedness, made subsequent to February 2, 2017 are limited to $100.0 million if our consolidated leverage ratio is greater than or equal to 2.00:1.00, and are not limited in amount if our consolidated leverage ratio is less than 2.00:1.00. As of the date of this Quarterly Report on Form 10-Q, $48.0 million in junior restricted payments have been made since February 2, 2017.

Sources and Uses of Cash

The following table presents a summary of our net cash provided by (used in) operating, investing and financing activities (in thousands):

	26 Weeks Ended
	July 1,			June 25,
	2018			2017
Net cash provided by (used in):
Operating activities	$	28,533		$	31,184
Investing activities		(13,060	)		(10,649	)
Financing activities		(16,479	)		(19,095	)
Net (decrease) increase in cash and cash equivalents	$	(1,006	)	$	1,440

Operating Activities . Operating cash inflows pertain primarily to restaurant sales and franchise income. Operating cash outflows pertain primarily to expenditures for food and beverages, restaurant operating expenses, marketing and advertising, general and administrative costs and income taxes. Operating activities provided cash flow during the first twenty-six weeks of both fiscal years 2018 and 2017 primarily because operating revenues exceeded cash-based expenses.

Investing Activities . Cash used in investing activities aggregated $13.1 million in the first twenty-six weeks of fiscal year 2018 compared with $10.6 million cash used in the first twenty-six weeks of fiscal year 2017. Cash used in investing projects during the first twenty-six weeks of fiscal year 2018 primarily pertained to $4.1 million for restaurant remodel and capital replacement projects, and $5.0 million for new restaurants that are anticipated to open in 2018. Cash used in investing activities during the first twenty-six weeks of fiscal year 2017 primarily pertained to $2.9 million for restaurant remodel and capital replacement projects and $5.7 million for new restaurants.

Financing Activities . Financing activities used cash during the first twenty-six weeks of both fiscal years 2018 and 2017. During the first twenty-six weeks of fiscal year 2018, we: paid dividends of $6.8 million; used $5.9 million to repurchase common stock; and paid $3.8 million in employee taxes in connection with the vesting of restricted stock and the exercise of stock options. We paid the $3.8 million in taxes in connection with the vesting of restricted stock and the exercise of stock options because some recipients elected to satisfy their individual tax withholding obligations by having us withhold a number of vested shares of restricted stock and/or a number of shares otherwise issuable pursuant to stock options. During the first twenty-six weeks of fiscal year 2017, we: decreased the debt outstanding under our senior credit facility by $4.0 million; used $8.4 million to repurchase common stock; paid dividends of $5.7 million; and paid $1.4 million in employee taxes in connection with the vesting of restricted stock and the exercise of stock options.

Off-Balance Sheet Arrangements

As of July 1, 2018, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the periods presented. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 includes a summary of the critical accounting policies and estimates that we believe are the most important to aid in the understanding our financial results. Other than the adoption of Topic 606 (see Note 2), there have been no material changes to these critical accounting policies and estimates that impacted our reported amounts of assets, liabilities, revenues or expenses during the first twenty-six weeks of fiscal year 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company is exposed to market risk from fluctuations in interest rates. For fixed rate debt, interest rate changes affect the fair market value of such debt but do not impact earnings or cash flows. Conversely, for variable rate debt, including borrowings under the Company’s senior credit facility, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant. At July 1, 2018, the Company had $50.0 million in variable rate debt outstanding. The Company currently does not use financial instruments to hedge its risk to market fluctuations in interest rates. Holding other variables constant (such as debt levels), a hypothetical immediate one percentage point change in interest rates would be expected to have an impact on pre-tax earnings and cash flows for fiscal year 2018 of approximately $500 thousand.

Foreign Currency Risk

The Company believes that fluctuations in foreign exchange rates do not present a material risk to its operations due to the relatively small amount of franchise income it receives from outside the U.S. During the first twenty-six weeks of fiscal years 2018 and 2017, franchise income attributable to international locations was approximately $1.4 million in each year.

Commodity Price Risk

The Company is exposed to market price fluctuations in beef and other food product prices, which in the past have been volatile and have impacted the Company’s food and beverage costs. As the Company typically sets its menu prices in advance of its beef and other food product purchases, the Company cannot quickly react to changing costs of beef and other food items. To the extent that the Company is unable to pass the increased costs on to its guests through price increases, the Company’s results of operations would be adversely affected. During the second quarter of 2018, the Company entered into negotiated set pricing for approximately 25% of its beef requirements from mid-August 2018 through mid-February 2019 at a price approximately 7.0% below prior year. The market for USDA Prime grade beef is particularly volatile. If prices increase, or the supply of beef is reduced, operating margin could be materially adversely affected. Holding other variables constant, a hypothetical 10% fluctuation in beef prices would have an approximate impact on pre-tax earnings ranging from $2.0 million to $2.5 million for the remainder of fiscal year 2018.

From time to time, the Company enters into purchase price agreements for other lower-volume food products, including seafood. In the past, certain types of seafood have experienced fluctuations in availability. Seafood is also subject to fluctuations in price based on availability, which is often seasonal. If certain types of seafood are unavailable, or if the Company’s costs increase, the Company’s results of operations could be adversely affected.

Effects of Healthcare Inflation

The Company is exposed to market price fluctuations related to the cost of providing healthcare to its employees. Claim trends are predicted to outpace inflation throughout the upcoming year. Pharmacy costs are also rising in excess of general and medical cost inflation. If prices increase, or the Company experiences significantly more claims, operating margin could be materially adversely affected. Holding other variables constant, a hypothetical 10% fluctuation in healthcare costs would have an approximate impact on pre-tax earnings of approximately $500 thousand for the remainder of 2018.

Effects of Inflation

The Company believes that general inflation, excluding increases in food, employee wages and employee health plan costs, has not had a material impact on its results of operations in recent years. Additionally, increases in statutory minimum wage rates may increase our operating costs. Recently, governmental entities acted to increase minimum wage rates in states where Company-owned restaurants are located. The increased minimum wage rates are expected to increase employee compensation and related taxes by approximately $1.3 million in fiscal year 2018 compared to fiscal year 2017. Also, the U.S. government may consider legislation to increase the federal minimum wage rate, which, if enacted, would further increase employee compensation and related taxes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of July 1, 2018. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of July 1, 2018 to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management to allow timely decisions regarding the required disclosure.

Changes in internal control over financial reporting

During the fiscal quarter ended July 1, 2018, except for the addition of internal controls around the adoption of Topic 606, there was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that in the Company’s judgment has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business. While litigation is subject to uncertainties and the outcome of litigated matters is not predictable with assurance, the Company is not aware of any legal proceedings pending or threatened against it that it expects to have a material adverse effect on its financial condition or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The impact of circumstances and events described in such risk factors could result in significant adverse effects on our financial position, results of operations and cash flows.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock repurchase activity during the fiscal quarter ended July 1, 2018 was as follows:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Maximum Dollar Value that May Yet be Purchased under the Program – Amounts in thousands

April 2, 2018 to May 6, 2018	—		—		—		$	50,655
May 7, 2018 to June 3, 2018		213,469	$	26.46		213,469	$	45,007
June 4, 2018 to July 1, 2018		11,136		26.44		11,136	$	44,712
Totals for the fiscal quarter		224,605	$	26.46		224,605	$	44,712

On November 3, 2017, the Company announced that its Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $60 million of outstanding common stock from time to time in the open market, through negotiated transactions or otherwise (including, without limitation, the use of Rule 10b5-1 plans), depending on share price, market conditions and other factors. The share repurchase program replaced the Company’s previous share repurchase program announced in April 2016, which was terminated. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and has no termination date. The Company intends to conduct any open market share repurchase activities in compliance with the safe harbor provisions of Rule 10b-18 of the Exchange Act. The Company’s ability to make future stock purchases under the program is currently limited by our Credit Agreement. Under our Credit Agreement, we are limited to $100.0 million of junior stock payments, which include cash dividends, repurchases of common stock and prepayments of subordinated indebtedness, if our consolidated leverage ratio is greater than or equal to 2.00:1.00. As of July 1, 2018, $48.0 million of such payments had been made.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

10.1		Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated June 4, 2018 between the Company and Cheryl J. Henry (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 4, 2018).

10.2		Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated June 4, 2018 between the Company and Michael A. O’Donnell (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 4, 2018).

10.3		Form of Restricted Stock Unit Award Agreement (Director Award) under the Company’s 2018 Omnibus Incentive Plan (filed herewith).

10.4		Form of Restricted Stock Unit Award Agreement (Performance Award) under the Company’s 2018 Omnibus Incentive Plan (filed herewith).

10.5		Form of Restricted Stock Unit Award Agreement (Tenure Award) under the Company’s 2018 Omnibus Incentive Plan (filed herewith).

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNAT URES

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.

	By:	/ S / M ICHAEL P. O’D ONNELL
		Michael P. O’Donnell
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)

	By:	/ S / A RNE G . H AAK
		Arne G. Haak
		Executive Vice President and Chief Financial Officer of Ruth’s Hospitality Group, Inc. (Principal Financial Officer)

Date: August 10, 2018

Exhibit 10.3

RUTH’S HOSPITALITY GROUP, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

(DIRECTOR AWARD)

[Date]

Name

Address

City State Zip

Re:	Ruth’s Hospitality Group, Inc. (the “ Company ”) Restricted Stock Unit Award Agreement (this “ Agreement ”)

Dear [Name]:

The Company is pleased to advise you that its Board of Directors has awarded you (the “ Grantee ”) a grant of Restricted Stock Units, as provided below, under the Company’s 2018 Omnibus Incentive Plan (the “ Plan ”), a copy of which is attached hereto and incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

1. Definitions . For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Restricted Stock Unit ” or “ RSU ” shall each mean the right to receive one share of Common Stock upon the vesting of the Restricted Stock Unit, on the terms and subject to the conditions of this Agreement and the Plan.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency, or political subdivision thereof.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and any successor statute.

2. Grant and Vesting .

(a) Grant . Effective as of the date of this Agreement (the “ Grant Date ”), the Company awards to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, [ xx ] Restricted Stock Units. Any shares of Common Stock issued upon the vesting of the Restricted Stock Units will initially be issued by the Company in book entry form only, in the name of the Grantee. The Company shall, upon the request of the Grantee, issue and

deliver to the Grantee a certificate representing the Common Stock that has been issued pursuant to this Agreement.

(b) Normal Vesting . [x] of your Restricted Stock Units shall vest on the [x] anniversary of the Grant Date and [ x] of your Restricted Stock Units shall vest on each subsequent anniversary thereof until all of the Restricted Stock Units have vested (such [x] year period, the “ Restricted Period ”), in each case if and only if you are, and have been continuously, serving as a Director of the Company from the date of this Agreement through such date of vesting. As promptly as possible following each applicable vesting date under this Agreement, the Company shall issue a number of shares of Common Stock equal to the number of RSUs that vested on such vesting date, provided, however, that any fraction of a share that would otherwise result from the operation of the vesting schedule shall be rounded up or down to the nearest whole share in any case where it is necessary to effect a certificated transfer of Common Stock.

(c) Effect on Vesting in Case of Termination of Director Service . Notwithstanding paragraph 2(b) above, the following special vesting rules shall apply if your service as a Director of the Company terminates prior to the expiration of the Restricted Period:

(i) Death or Disability . If you die or become subject to any Disability while a Director of the Company, your Restricted Stock Units shall be vested with respect to the number of RSUs that would have vested had your service as a Director continued for one additional year following the date of your death or Disability.

(ii) Other Termination of Director Service . Unless otherwise determined by the Committee or as specifically set forth herein, if your service as a Director terminates, your Restricted Stock Units shall be vested with respect to that portion that was vested on the date your service as a Director of the Company ceased and any portion that was not vested on such date shall be forfeited immediately and automatically to the Company. The Grantee shall have no further rights with respect to any Restricted Stock Units that are so forfeited.

Except as provided in this paragraph 2(c), the number of Restricted Stock Units that are vested shall not increase once you cease to provide services as a Director of the Company.

(d) Dividends and Other Distributions . If any dividend or distribution is declared and paid in shares of Common Stock subject to the Restricted Stock Units, the number of shares of Common Stock subject to this Agreement shall be adjusted as set forth in the Plan. If any dividend or distribution is declared and paid in respect of the shares of Common Stock subject to the Restricted Stock Units other than in shares of Common Stock, then such dividend or distribution shall be paid to you at the same time that the dividend or distribution is paid to stockholders generally, provided, however, that if the Restricted Stock Units with respect to which such dividend is paid are forfeited by you in connection with a termination of Director service to the Company, then the Company may request you to repay to the Company the full amount of such dividend or distribution that was paid to you.

3. Conformity with Plan . This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by

reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, you acknowledge your receipt of this Agreement and the Plan and agree to be bound by all of the terms of this Agreement and the Plan .

4. Rights of Grantee . Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate your service at any time (with or without Cause), nor confer upon you any right to continue in the service of the Company for any period of time or to continue your present (or any other) rate of compensation, and in the event of your termination of service with the Company, any portion of your Restricted Stock Units that were not previously vested shall be immediately forfeited. Nothing in this Agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this Agreement shall provide for any adjustment to the number of Restricted Stock Units upon the occurrence of subsequent events, except as provided in paragraph 7 below.

5. Withholding of Taxes . The Company shall be entitled, if necessary or desirable in the Company’s sole discretion, to withhold from you any amounts due and payable by the Company to you (or secure payment from you, in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to any Restricted Stock Units awarded under this Agreement, and the Company may defer such issuance unless indemnified by you to its satisfaction.

6. Adjustments . In the event of a reorganization, recapitalization, stock dividend or stock split, or combination or other change in the shares of Common Stock, the Board or the Committee shall, in order to prevent the dilution or enlargement of rights under this Agreement, make such adjustments in the number and type of shares authorized by the Plan and the number and type of shares subject to the Restricted Stock Units covered by this Agreement as may be determined to be appropriate and equitable. The issuance by the Company of shares of stock of any class, or options or securities exercisable or convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale, or upon the exercise of rights or warrants to subscribe therefore, or upon exercise or conversion, of other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock then subject to the Restricted Stock Units that are subject to this Agreement.

7. Restrictions on Transfer . The Grantee shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Restricted Stock Units, or any interest therein, until such Restricted Stock Units have vested.

8. Section 409A . This Agreement is intended to comply with or be exempt from Section 409A of the Code and shall be construed consistently therewith. Each payment hereunder shall be treated as a separate installment under Section 409A. Solely to the extent necessary to avoid the addition of taxes under Section 409A, in the event that the Restricted Stock Units vest in connection with a “separation from service” of the Grantee and the Grantee is, at such time, a “specified employee’ under Section 409A, the delivery of the shares of Common Stock to be issued on vesting of the RSUs shall be delayed to the date that is the six months following the separation from service or, if earlier, the death of the Grantee. Neither the

Com pany nor the Grantee shall have the right to accelerate or defer delivery of the shares of Common Stock subject to the RSUs unless permitted or required by Section 409A.

9. Remedies . The parties hereto shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto acknowledge and agree that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party hereto may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

10. Amendment . Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of you and the Company .

11. Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.

12. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

13. Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same Agreement.

14. Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

15. Governing Law . All questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal law, and not the law of conflicts, of Delaware.

16. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally or transmitted by facsimile or other electronic means or mailed by certified or registered mail, return receipt requested and postage prepaid, to the recipient. Such notices, demands and other communications shall be sent to you and to the Company at the addresses indicated below:

(a) If to the Grantee:

Name

Address

City State Zip

(b) If to the Company:

Ruth’s Hospitality Group, Inc.

1030 West Canton Avenue, Suite 100

Winter Park, FL 32789

Attention: General Counsel

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

17. Entire Agreement . This Agreement constitutes the entire understanding between you and the Company, and supersedes all other agreements, whether written or oral, with respect to the acquisition by you of Common Stock of the Company.

Please execute the 2 copies of this Agreement in the space below and return one copy to the Company. This will confirm your understanding and acceptance of the agreements contained in this Agreement.

Very truly yours,

Mark Taylor

Vice President, Financial Planning & Analysis

Enclosures: 1.Extra copy of this Agreement
2.Copy of the Plan

The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan.

Dated as of [DATE] .

GRANTEE:

____________________________

[Name]

Dated as of: _____________________________

Exhibit 10.4

RUTH’S HOSPITALITY GROUP, INC.

RESTRICTED STOCK AWARD AGREEMENT

(PERFORMANCE AWARD)

[Date]

Name

Address

City State Zip

Re:	Ruth’s Hospitality Group, Inc. (the “ Company ”) Restricted Stock Award Agreement (this “ Agreement ”)

Dear [Name]:

The Company is pleased to advise you that its Board of Directors has awarded you (the “ Grantee ”) a grant of Restricted Stock, as provided below, under the Company’s 2018 Omnibus Incentive Plan (the “ Plan ”), a copy of which is attached hereto and incorporated herein by reference. This Restricted Stock grant is intended to be a “Performance Award” in accordance with Article IX of the Plan, granted in a number of shares determined by the level at which the Performance Goals were satisfied, as previously established and subsequently certified by the Committee. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

1. Definitions . For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Restricted Shares ” shall mean (i) all shares of Common Stock awarded pursuant to this Agreement and (ii) all shares of Common Stock issued with respect to the Common Stock referred to in clause (i) above by way of stock dividend or stock split or in connection with any conversion, merger, consolidation or recapitalization or other reorganization affecting the Common Stock. Restricted Shares shall continue to be Restricted Shares pursuant to this Agreement in the hands of any holder other than you, and each such transferee thereof shall succeed to the rights and obligations of a holder of Restricted Shares hereunder.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and any successor statute.

2. Grant and Vesting .

(a) Grant . Effective as of the date of this Agreement (the “ Grant Date ”), the Company shall issue to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, [ xx ] Restricted Shares. The Restricted Shares will initially be issued by the Company in book entry form only, in the name of the Grantee. The Company shall, upon the request of the Grantee, issue and deliver to the Grantee a certificate representing Restricted Shares that have vested pursuant to this Agreement.

(b) Normal Vesting . All of your Restricted Shares shall vest on the [x] anniversary of the Grant Date (such [x] -year period, the “ Restricted Period ”), in each case if and only if you are, and have been continuously, employed by the Company from the date of this Agreement through such date of vesting, provided, however, that any fraction of a share that would otherwise result from the operation of the vesting schedule shall be rounded up or down to the nearest whole share in any case where it is necessary to effect a certificated transfer of Restricted Shares.

(c) Effect on Vesting in Case of Employment Termination . Notwithstanding paragraph 2(b) above, the following special vesting rules shall apply if your employment with the Company terminates prior to the expiration of the Restricted Period:

(i) Death or Disability . If you die or become subject to any Disability while an employee of the Company, your Restricted Shares shall be vested, as of the date of such death or Disability, with respect to such Restricted Shares as would have vested had your employment continued for one additional year following the date of termination of your employment as a result of death or Disability.

(ii) Qualifying Termination . If your employment with the Company is subject to a written employment agreement between you and the Company or any of its Affiliates, your employment is terminated and you timely complete all actions such that you become entitled to severance compensation under such employment agreement (a “ Qualifying Termination ”), your Restricted Shares shall be vested as provided for, and to the extent set forth under, the terms of such employment agreement.

(iii) Other Termination of Employment . Unless otherwise determined by the Committee or as specifically set forth herein, if your employment terminates, your Restricted Shares shall be vested with respect to that portion that was vested on the date your employment with the Company ceased and any portion that was not vested on such date shall be forfeited immediately and automatically to the Company. The Grantee shall have no further rights with respect to any Restricted Shares that are so forfeited.

Except as provided in this paragraph 2(c), the number of Restricted Shares that are vested shall not increase once you cease to be employed by the Company.

(d) Dividends and Other Distributions . If any dividend or distribution is declared and paid in shares of Common Stock in respect of Restricted Shares, such shares of Common Stock shall be subject to the same terms and conditions as the Restricted Shares to which it

relates. If any dividend or distribution is declared and paid in respect of Restricted Shares other than in shares of Common Stock, then such dividend or distribution shall be paid to you at the same time that the dividend or distribution is paid to stockholders generally, provided, however, that if the Restricted Shares with respect to which such dividend is paid are forfeited by you in connection with a termination of employment, then the Company may request you to repay to the Company the full amount of such dividend or distribution that was paid to you.

3. Acceleration of Vesting on Change in Control . If you have been continuously employed by the Company from the date of this Agreement until a Change in Control, and you have a written employment agreement that provides for the portion of your unvested Restricted Shares to become vested at the date of such event, then the portion of your Restricted Shares that remain unvested shall immediately vest with respect to 100% of such shares simultaneously with the consummation of the Change in Control.

4. Conformity with Plan . This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, you acknowledge your receipt of this Agreement and the Plan and agree to be bound by all of the terms of this Agreement and the Plan.

5. Rights of Grantee . Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate your employment or service at any time (with or without Cause), nor confer upon you any right to continue in the employ or service of the Company for any period of time or to continue your present (or any other) rate of compensation, and in the event of your termination of employment (including, but not limited to, termination by the Company without Cause) or your continued service with the Company, any portion of your Restricted Shares that were not previously vested shall be immediately forfeited. Nothing in this Agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this Agreement shall provide for any adjustment to the number of Restricted Shares upon the occurrence of subsequent events, except as provided in paragraph 7 below.

6. Withholding of Taxes . The Company shall be entitled, if necessary or desirable in the Company’s sole discretion, to withhold from you any amounts due and payable by the Company to you (or secure payment from you, in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to any Restricted Shares awarded under this Agreement, and the Company may defer such issuance unless indemnified by you to its satisfaction.

7. Adjustments . In the event of a reorganization, recapitalization, stock dividend or stock split, or combination or other change in the shares of Common Stock, the Board or the Committee shall, in order to prevent the dilution or enlargement of rights under this Agreement, make such adjustments in the number and type of shares authorized by the Plan and the number and type of Restricted Shares covered by this Agreement as may be determined to be appropriate and equitable. The issuance by the Company of shares of stock of any class, or options or securities exercisable or convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale, or upon the exercise of rights or warrants to subscribe

therefore, or upon exercise or conversion, of other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock then subject to this Agreement.

8. Restrictions on Transfer . The Grantee shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Grantee may transfer such Restricted Shares (i) to or for the benefit any member of the Grantee’s family group or (ii) to a trust established solely for the benefit of the Grantee and/or any member of the Grantee’s family group, provided that such Shares shall remain subject to this Agreement (including, without limitation, the restrictions on transfer set forth in this Section 8 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

10. Amendment . Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of you and the Company .

14. Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

15. Governing Law . All questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal law, and not the law of conflicts,

of Delaware.

(a) If to the Grantee:

Name

Address

City State Zip

(b) If to the Company:

Ruth’s Hospitality Group, Inc.

1030 West Canton Avenue, Suite 100

Winter Park, FL 32789

Attention: General Counsel

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

Please execute the 2 copies of this Agreement in the space below and return one copy to Matthew Justice. This will confirm your understanding and acceptance of the agreements contained in this Agreement.

Very truly yours,

Mark Taylor

Vice President, Financial Planning & Analysis

Enclosures: 1.Extra copy of this Agreement
2.Copy of the Plan

The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan.

Dated as of [DATE] .

GRANTEE:

____________________________

[Name]

Dated as of: _____________________________

Exhibit 10.5

RUTH’S HOSPITALITY GROUP, INC.

RESTRICTED STOCK AWARD AGREEMENT

(TENURE AWARD)

[Date]

Name

Address

City State Zip

Re:	Ruth’s Hospitality Group, Inc. (the “ Company ”) Restricted Stock Award Agreement (this “ Agreement ”)

Dear [Name]:

1. Definitions . For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and any successor statute.

2. Grant and Vesting .

(b) Normal Vesting . [x] of your Restricted Shares shall vest on the [x] anniversary of the Grant Date and [ x] of your Restricted Shares shall vest on each subsequent anniversary thereof until all of the Restricted Shares have vested (such [x] year period, the “ Restricted Period ”), in each case if and only if you are, and have been continuously, employed by the Company from the date of this Agreement through such date of vesting, provided, however, that any fraction of a share that would otherwise result from the operation of the vesting schedule shall be rounded up or down to the nearest whole share in any case where it is necessary to effect a certificated transfer of Restricted Shares.

(i) Death or Disability . If you die or become subject to any Disability while an employee of the Company, your Restricted Shares shall become vested, as of the date of such death or Disability, with respect to such Restricted Shares as would have vested had your employment continued for one additional year following the date of termination of your employment as a result of death or Disability.

Except as provided in this paragraph 2(c), the number of Restricted Shares that are vested shall not increase once you cease to be employed by the Company.

(d) Dividends and Other Distributions . If any dividend or distribution is declared and paid in shares of Common Stock in respect of Restricted Shares, such shares of Common

Stock shall be subject to the same terms and conditions as the Restricted Shares to which it relates. If any dividend or distribution is declared and paid in respect of Restricted Shares other than in shares of Co mmon Stock, then such dividend or distribution shall be paid to you at the same time that the dividend or distribution is paid to stockholders generally, provided, however, that if the Restricted Shares with respect to which such dividend is paid are forfe ited by you in connection with a termination of employment, then the Company may request you to repay to the Company the full amount of such dividend or distribution that was paid to you.

3. Acceleration of Vesting on Change in Control . If you have been continuously employed by the Company from the date of this Agreement until a Change in Control, and you have a written employment agreement that provides for your unvested Restricted Shares to become vested at the date of such event, then the portion of your Restricted Shares that remain unvested shall immediately vest with respect to 100% of such shares simultaneously with the consummation of the Change in Control.

labor or services either upon direct sale, or upon the exercise of rights or warrants to subscribe therefore, or upon exercise or conversion, of other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock then subject to this Agreement.

10. Amendment . Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of you and the Company .

14. Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

15. Governing Law . All questions concerning the construction, validity and

interpretation of this Agreement shall be governed by the internal law, and not the law of conflicts, of Delaware.

(a) If to the Grantee:

Name

Address

City State Zip

(b) If to the Company:

Ruth’s Hospitality Group, Inc.

1030 West Canton Avenue, Suite 100

Winter Park, FL 32789

Attention: General Counsel

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

Please execute the 2 copies of thi s Agreement in the space below and return one copy to Matthew Justice. This will confirm your understanding and acceptance of the agreements contained in this Agreement.

Very truly yours,

Mark Taylor

Vice President, Financial Planning & Analysis

Enclosures: 1.Extra copy of this Agreement
2.Copy of the Plan

The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan.

Dated as of [DATE] .

GRANTEE:

____________________________

[Name]

Dated as of: _____________________________

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Michael P. O’Donnell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Ruth’s Hospitality Group, Inc. (the “Company”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: August 10, 2018

By	/s/ Michael P. O’Donnell
	Michael P. O’Donnell
	Chief Executive Officer of
	Ruth’s Hospitality Group, Inc.

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Arne G. Haak, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Ruth’s Hospitality Group, Inc. (the “Company”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: August 10, 2018

/s/ Arne G. Haak

Arne G. Haak

Executive Vice President and Chief

Financial Officer of Ruth’s Hospitality

Group, Inc. (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Ruth’s Hospitality Group, Inc. (the “Company”) for the quarter ended July 1, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 10, 2018

/s/ Michael P. O’Donnell

Michael P. O’Donnell

Chief Executive Officer of

Ruth’s Hospitality Group, Inc.

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Ruth’s Hospitality Group, Inc. (the “Company”) for the quarter ended July 1, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Executive Vice President and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 10, 2018

/s/ Arne G. Haak

Arne G. Haak

Executive Vice President and Chief Financial

Officer of Ruth’s Hospitality Group, Inc. (Principal Financial Officer)