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

Exhibit 99.2

Reconciliation of Non-GAAP Measure

We prepare our financial statements in accordance with generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to non-GAAP adjusted earnings before interest, taxes depreciation and amortization (EBITDA) and non-GAAP pro forma net income. These non-GAAP measurements have been included as supplemental information. We believe that these measurements represent a useful internal measure of performance. Accordingly, where we provide non-GAAP measures like adjusted EBITDA and pro forma net income, 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 non-GAAP measures like adjusted EBITDA and pro forma net income 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 non-GAAP measures as presented may not be directly comparable to a similarly titled measures presented by other companies. Adjusted EBITDA and pro forma net income are presented as supplemental information and not as an alternative to any GAAP measurements.

Reconciliation of Non-GAAP Financial Measures - Unaudited

(amounts in thousands)

	Fiscal Year
																			Year to Date
	2008			2009			2010			2011			2012			2013			Q2 2014
GAAP net income (loss)	$	(53,883	)	$	2,419		$	15,957		$	19,549		$	16,379		$	22,489		$	15,768
Depreciation and amortization expenses		16,213			16,220			15,311			14,859			14,556			13,060			6,510
Impact of excluding a cumulative catch-up adjustment from a change in accounting estimate related to gift card breakage revenue		-			-			-			-			-			1,984			-
Loss on impairment and asset disposals, net		72,185			9,936			483			3,478			4,955			3,262			-
Restructuring expense (benefit)		8,926			40			(1,683	)		(502	)		-			-			-
Gain on the settlements		-			-			-			-			(683	)		(2,156	)		-
Interest expense		10,334			7,756			4,244			2,892			3,172			1,640			584
Income tax expense (benefit)		(27,005	)		140			4,827			1,663			6,687			9,102			7,316
Loss (income) on discontinued operations, net of tax		11,169			(255	)		1,241			(396	)		19			1,306			362
Non-GAAP adjusted EBITDA	$	37,939		$	36,256		$	40,380		$	41,543		$	45,085		$	50,687		$	30,540
				13 Weeks Ended
				June 29,			June 30,			��
				2014			2013
GAAP net income				$	6,904		$	7,767
Impact of excluding certain non-recurring income tax items					-			(616	)
Net of tax impact of excluding loss from discontinued operations					149			148
Non-GAAP net income				$	7,053		$	7,299