Ruths Hospitality (RUTH) 8-K Results of Operations and Financial Condition

Exhibit 99.2

Non-GAAP Measures

We prepare our financial statements in accordance with generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to the following measures: non-GAAP adjusted earnings before interest, taxes depreciation and amortization (EBITDA), non-GAAP net income (loss) applicable to preferred and common shareholders, non-GAAP diluted earnings per common share and non-GAAP net margin. These non-GAAP measurements have been included as supplemental information. We believe that these measurements represent a useful internal measure of performance. Accordingly, where these non-GAAP measures are provided, it is done so that investors have the same financial data that management uses in evaluating performance with the belief that it will assist the investment community in assessing our underlying performance. However, because these measures are not determined in accordance with accounting principles generally accepted in the United States, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, the aforementioned measures as presented may not be directly comparable to a similarly titled measures presented by other companies. These non-GAAP measures are presented as supplemental information and not as alternatives to any GAAP measurements.

Reconciliation of Non-GAAP Financial Measures - Unaudited
(amounts in thousands, except share data)
	Fiscal Year
	2012			2011			2010			2009			2008
GAAP net income (loss)	$	16,379		$	19,549		$	15,957		$	2,419		$	(53,883	)
Depreciation and amortization expenses		14,556			14,859			15,360			16,278			16,213
Loss on impairment and asset disposals, net		4,955			3,478			826			9,928			72,185
Restructuring expense (benefit)		-			(502	)		(1,683	)		40			8,926
Gain on the settlement of unclaimed property liabilities		(683	)		-			-			-			-
Interest expense		3,172			2,892			4,244			7,754			10,334
Income tax expense (benefit)		6,659			1,597			4,769			(1,427	)		(27,005	)
Loss (income) on discontinued operations, net of tax		51			(458	)		853			1,132			11,169
Non-GAAP adjusted EBITDA	$	45,089		$	41,415		$	40,326		$	36,124		$	37,939

	13 Weeks Ended
	March 31,			March 25,
	2013			2012
GAAP net income (loss) applicable to preferred and common shareholders	$	7,661		$	(30,268	)
Net of tax impact of excluding certain non-recurring items - see Note 1		-			674
Net of tax impact of excluding loss (income) on discontinued operations		1,096			(53	)
Impact of excluding excess of redemption value over carrying value of preferred shares redeemed		-			35,776
Non-GAAP net income applicable to preferred and common shareholders	$	8,757		$	6,129
Non-GAAP diluted earnings per share	$	0.25		$	0.15
Non-GAAP net margin - see Note 2		8.2	%		6.1	%
Shares:
Weighted average number of common shares outstanding - basic		34,456,380			34,170,628
Dilutive shares		1,049,398			847,780
Dilutive convertible preferred stock		-			7,104,964
Weighted-average number of common shares outstanding - diluted		35,505,778			42,123,372
Total revenues used for non-GAAP net margin	$	107,360		$	100,298
Note 1: Excludes 2012 after tax impacts of debt issuance costs written-off and legal fees related to the amendment to the senior credit facility and non-recurring income tax adjustments.
Note 2: Non-GAAP net income applicable to preferred and common shareholders divided by total revenues.