Forward-Looking Statements

In response to the business disruption caused by the COVID-19 outbreak, we havetaken the following actions.

- Due to the government mandates regarding limited or no in-restaurant dining

due to COVID-19, we are leveraging our Ruth's Anywhere program to enhance

revenue in restaurants that have open dining rooms or in markets where

take-out and delivery sales are sufficient to cover the costs of management

staffing those locations.

- Where the Company is re-opening restaurants, it is doing so with the safety

and wellbeing of its guests and team members as the top priority.

- We suspended all new restaurant construction and non-essential capital

- We made significant reductions in ongoing operating expenses, including

curtailing operations in restaurants where take-out and delivery is not

viable and furloughing a significant number of team members in the field and

- We have been in discussions with our landlords to reduce or defer our rent

- In March, we entered into a Second Amendment to our Credit Agreement, which

increased our borrowing capacity to $150.0 million and relaxed the leverage

covenant restrictions to 4.0 times Bank Adjusted EBITDA through the first

quarter of 2021. We borrowed the remaining available amount under the

Revolving Credit Facility as a precautionary measure in order to increase

leverage covenant restrictions during the first and second quarters of 2021

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entered into a fourth amendment to its Credit Agreement, which limits the

amount by which the monthly liquidity covenant escalates from the net cash

proceeds of an equity offering.

- We completed a common stock offering which resulted in approximately $49.6

million of net proceeds, net of underwriting discounts and commissions. The

Company used $9.8 million to pay down debt.

- The Company permanently closed five Company-owned restaurants and terminated

leases at two of the seven locations that were under construction.

Unless the context otherwise indicates, all references in this report to the"Company," "Ruth's," "we," "us," "our" or similar words are to Ruth'sHospitality Group, Inc. and its subsidiaries.

Overview

Our Annual Report on Form 10-K for the fiscal year ended December 29, 2019provides additional information about our business, operations and financialcondition.

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Results of Operations

Second Quarter Ended June 28, 2020 (13 Weeks) Compared to Second Quarter EndedJune 30, 2019 (13 Weeks)

Other Income and Expense. During the second quarter of fiscal year 2020, werecognized other income of $3 thousand. During the second quarter of fiscal year2019, we recognized other income of $13 thousand.

Twenty-six Weeks Ended June 28, 2020 Compared to Twenty-six Weeks Ended June 30,2019

Liquidity and Capital Resources

Overview

Senior Credit Facility

The Fourth Amendment changes the amount of net cash proceeds from equityissuances that the Company must retain in order to meet certain liquidityrequirements.

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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):

(14,114 )Net increase (decrease) in cash and cash equivalents $ 90,560$ (1,914 )

Off-Balance Sheet Arrangements

As of June 28, 2020, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

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Ruth Hospitality : RUTHS HOSPITALITY GROUP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q) -...