Cautionary Note Regarding 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 "anticipate," "assume," "believe,"
"continue," "could," "estimate," "expect," "forecast," "future," "intend,"
"likely result," "may," "might," "plan," "potential," "predict," "project,"
"seek", "should," "target," "will be," "will continue," "will likely result,"
"would" and other similar words and phrases. Similarly, statements herein that
describe the Company's objectives, plans or goals, including with respect to
restaurant openings/re-openings and acquisitions or closures, capital
expenditures, strategy, financial outlook, cash flows, our effective tax rate,
and the impact of recent accounting pronouncements, 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: the negative impact the
COVID-19 pandemic has had and will continue to have on our business, financial
condition, results of operations and cash flows; 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; political conditions,
civil unrest or other developments and risks in the markets where the Company's
restaurants are located; harmful actions taken by the Company's franchisees; the
inability to successfully integrate franchisee acquisitions into the Company's
business operations; economic, regulatory and other limitations on the Company's
ability to pursue new restaurant openings and other organic growth
opportunities; 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
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; gains or losses on lease
modifications; the impact of litigation; the restrictions imposed by the
Company's credit agreement; changes in, or the suspension or discontinuation of
the Company's quarterly cash dividend payments or share repurchase program; and
the inability to secure additional financing on terms acceptable to the Company.
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 Part II Item 1A of this Form 10-Q and the Company's Annual
Report on Form 10-K for the fiscal year ended December 7, 2020, 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.

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
September 26, 2021, there were 149 Ruth's Chris Steak House restaurants,
including 73 Company-owned restaurants, three restaurants operating under
contractual agreements and 73 franchisee-owned restaurants. A new
franchisee-owned restaurant opened in September 2021 in Manila, Philippines.
Subsequent to the third quarter a Company-owned Ruth's Chris Steak House
restaurant was opened in Short Hills, NJ.

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.

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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 22
international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong,
Indonesia, Japan, Mexico, Singapore, Taiwan and the Philippines.

In March 2020 the World Health Organization declared the novel coronavirus 2019
(COVID-19) a pandemic and the United States declared it a National Public Health
Emergency, which has resulted in a significant reduction in revenue at the
Company's restaurants due to mandatory restaurant closures, capacity
limitations, social distancing guidelines or other restrictions mandated by
governments across the world, including federal, state and local governments in
the United States. As a result of these developments, the Company has
experienced a significant negative impact on its revenues, results of operations
and cash flows compared to periods prior to the onset of the pandemic. As of
September 26, 2021, 75 of the 76 Company-owned and -managed restaurants were
open and one was closed, and 73 franchisee-owned restaurants were offering
dining service. This is an unprecedented event in the Company's history, and as
the COVID-19 pandemic continues to evolve, it remains uncertain how the
conditions surrounding COVID-19 will continue to change. The Company could
experience macroeconomic impacts arising from the long duration of the COVID-19
pandemic, including labor shortages and supply chain disruptions. The extent to
which COVID-19 will continue to impact the Company will depend on future
developments, which are highly uncertain and cannot be predicted with
confidence, including the unknown duration and severity of the COVID-19
pandemic, which may be impacted by variants of the COVID-19 virus and the
adoption rate of the COVID-19 vaccines in the jurisdictions in which the Company
operates, the actions taken to contain the impact of COVID-19, and further
actions that may be taken to limit the resulting economic impact.

Following increases in the number of cases of COVID-19 throughout the United
States and a spike in COVID-19 cases as a result of the Delta variant, some of
our restaurants are subject to COVID-19-related restrictions such as mask and/
or vaccine requirements for team members, guests or both.  We continue to
monitor state, local, and federal government regulatory and public health
responses to the COVID-19 pandemic, including the anticipated federal
Occupational Health and Safety Administration's Emergency Temporary Standard
implementing a nationwide vaccine requirement for employees of businesses with
100 or more employees.

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.  Due to the impacts of COVID-19, it is uncertain whether future
quarters will be stronger or weaker than the third fiscal quarter of
2021. 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 27, 2020 provides additional information about our business, operations and financial condition.



                                       18

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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                            39 Weeks Ended
                                 September 26,        September 27,        September 26,        September 27,
                                     2021                 2020                 2021                 2020
Revenues:
Restaurant sales                           93.6 %               92.4 %               93.7 %               94.1 %
Franchise income                            4.6 %                5.5 %                4.3 %                4.0 %
Other operating income                      1.8 %                2.1 %                2.0 %                1.9 %
Total revenues                            100.0 %              100.0 %              100.0 %              100.0 %

Costs and expenses:
Food and beverage costs
(percentage of
  restaurant sales)                        34.2 %               27.1 %               31.0 %               28.9 %
Restaurant operating expenses
(percentage
  of restaurant sales)                     47.2 %               59.5 %               45.5 %               62.2 %
Marketing and advertising                   2.3 %                1.4 %                2.5 %                2.6 %
General and administrative
costs                                       7.4 %               11.9 %                7.8 %               11.3 %
Depreciation and amortization
expenses                                    4.8 %                8.4 %                5.0 %                8.3 %
Pre-opening costs                           0.6 %                0.6 %                0.4 %                0.6 %
Loss/(Gain) on lease
modifications                                 -                  0.5 %                  -                 (0.1 %)
Loss on impairment                            -                  5.2 %                0.1 %                8.1 %
Total costs and expenses                   91.3 %              108.1 %               87.6 %              116.6 %

Operating income (loss)                     8.7 %               (8.1 %)              12.4 %              (16.6 %)

Other income (expense):
Interest expense, net                      (0.7 %)              (2.2 %)              (1.0 %)              (1.7 %)
Other                                      (0.0 %)              (0.1 %)               0.0 %               (0.0 %)
Income (loss) before income
taxes                                       8.0 %              (10.4 %)              11.4 %              (18.3 %)
Income tax expense (benefit)                1.3 %               (2.0 %)               1.9 %               (5.0 %)
Net income (loss)                           6.7 %               (8.4 %)               9.5 %              (13.3 %)

Third Quarter Ended September 26, 2021 (13 Weeks) Compared to Third Quarter Ended September 27, 2020 (13 Weeks)



Overview. Operating income (loss) increased by $14.1 million to $9.0 million for
the third quarter of fiscal year 2021 from the loss reported for the third
quarter of fiscal year 2020. Operating income for the third quarter of fiscal
year 2021 was favorably impacted by a $38.9 million increase in restaurant
sales, a $3.3 million decrease in loss on impairment, a $1.2 million increase in
franchise income and a $590 thousand increase in other operating income, offset
by a $17.5 million increase in food and beverage costs, a $11.2 million increase
in restaurant operating expenses, and a $1.5 million increase in marketing and
advertising costs. Net income (loss) increased from the third quarter of fiscal
year 2020 by $12.2 million to $6.9 million.

Segment Profits. Segment profitability information is presented in Note 7 in the
notes to the condensed consolidated financial statements included in Item 1.
"Financial Statements". Segment profit for the third quarter of fiscal year 2021
for the Company-owned steakhouse restaurant segment increased by $10.6 million
to a $19.3 million profit compared to the third quarter of fiscal year 2020. The
increase was driven primarily by a $39.3 million increase in restaurant sales
offset by an increase of $17.5 million in food and beverage costs and a $11.2
million increase in restaurant operating expenses. Franchise income increased
$1.2 million in the third quarter of fiscal year 2021 compared to the third
quarter of fiscal year 2020.

Restaurant Sales. Restaurant sales increased by $38.9 million, or 66.5%, to
$97.5 million in the third quarter of fiscal year 2021 from the third quarter of
fiscal year 2020.  Company-owned comparable restaurant sales in the third
quarter of fiscal year 2021 were $91.9 million, which represented an increase of
$36.8 million compared to the third quarter of fiscal year 2020. Company-owned
comparable restaurant sales increased by 66.8%, which consisted of a 37.4%
increase in traffic and a 21.5% increase in average check.

                                       19

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Franchise Income. Franchise income in the third quarter of fiscal year 2021
increased by $1.2 million, or 35.1%, to $4.7 million compared to the third
quarter of fiscal year 2020. The increase in franchise income compared to the
third quarter of fiscal year 2020 was due to an increase in franchisee-owned
restaurant sales.

Other Operating Income. Other operating income increased by $590 thousand in the
third quarter of fiscal year 2021 compared to the third quarter of fiscal year
2020. The increase was primarily due to an increase in breakage income of $267
thousand resulting from an increase in gift card redemptions and a $166 thousand
increase in income from restaurants operating under contractual agreements. The
increase in these items were primarily due to increases in restaurant sales.

Food and Beverage Costs. Food and beverage costs increased by $17.5 million, or
110.0%, to $33.4 million in the third quarter of fiscal year 2021 compared to
the third quarter of fiscal year 2020 primarily due to increased restaurant
sales. As a percentage of restaurant sales, food and beverage costs increased to
34.2% in the third quarter of fiscal year 2021 from 27.1% in the third quarter
of fiscal year 2020, primarily driven by a 65% increase in beef costs.

Restaurant Operating Expenses. Restaurant operating expenses increased by $11.2
million, or 32.0%, to $46.0 million in the third quarter of fiscal year 2021
from the third quarter of fiscal year 2020. Restaurant operating expenses, as a
percentage of restaurant sales, decreased to 47.2% in the third quarter of
fiscal year 2021 from 59.5% in the third quarter of fiscal year 2020. The
decrease in restaurant operating expenses as a percentage of restaurant sales
compared to the third quarter of fiscal year 2020 were primarily due to the
impact of higher sales and leveraging of fixed costs.

Marketing and Advertising. Marketing and advertising expenses increased by $1.5
million, or 174.0%, to $2.4 million in the third quarter of fiscal year 2021
from the third quarter of fiscal year 2020. The increase in marketing and
advertising expenses in the third quarter of fiscal year 2021 was attributable
to a partial return in spending following our earlier response to the COVID-19
pandemic in line with our anticipated level of operations.

General and Administrative Costs. General and administrative costs increased by
$149 thousand, or 2.0%, to $7.7 million in the third quarter of fiscal year 2021
from the third quarter of fiscal year 2020. As a percentage of revenue, general
and administrative costs decreased from 11.9% in the third quarter of fiscal
year 2020 to 7.4% in the third quarter of fiscal year 2021 primarily due to
sales increasing.

Depreciation and Amortization Expenses. Depreciation and amortization expense
decreased by $331 thousand to $5.0 million in the third quarter of fiscal year
2021 from the third quarter of fiscal year 2020.

Pre-opening Costs. Pre-opening costs were $581 thousand in the third quarter of
fiscal year 2021. These expenses are primarily due to the planned opening of the
Ruth's Chris Steak House restaurant in Short Hills, NJ and recognition of rent
expense at unopened Ruth's Chris Steak House restaurants where the Company has
taken possession of the property. Pre-opening costs were $403 thousand in the
third quarter of the fiscal year 2020 primarily due to the recognition of rent
expense at unopened Ruth's Chris Steak House restaurants where the Company took
possession of the property.

Loss on Lease Modifications. During the third quarter of fiscal year 2020, the
Company recorded a $310 thousand loss on lease modifications primarily due to
the write off of capitalized expenses incurred related to the termination of a
lease related to a planned Ruth's Chris Steak House restaurant. No loss on lease
modification was recorded during the third quarter of fiscal year 2021.

Loss on Impairment. During the third quarter of fiscal year 2020, the Company
recorded a $3.3 million loss on impairment of which $3.2 million related to
long-lived assets as described further in Note 2 in the notes to the condensed
consolidated financial statements included in Item 1. "Financial Statements". No
loss on impairment was recorded during the third quarter of fiscal year 2021.

Interest Expense. Interest expense decreased $744 thousand to $678 thousand in
the third quarter of fiscal year 2021 compared to $1.4 million in the third
quarter of fiscal year 2020. The decrease primarily relates to a lower average
debt balance during the third quarter of fiscal year 2021 compared to the third
quarter of fiscal year 2020.

Other Income and Expense. During the third quarter of fiscal year 2021, we recognized other expense of $18 thousand. During the third quarter of fiscal year 2020, we recognized other expense of $48 thousand.



Income Tax Expense (Benefit). During the third quarter of fiscal year 2021, we
recognized income tax expense of $1.4 million. During the third quarter of
fiscal year 2020, we recognized an income tax benefit of $1.3 million. The
effective tax rate, including the impact of discrete items, decreased to a 16.8%
expense for the third quarter of fiscal year 2021 compared to a 19.5% benefit
for the third quarter of fiscal year 2020, primarily due to the generation of
pretax income for the third quarter of fiscal year 2021 compared to a pretax
loss in the third quarter of fiscal year 2020. Fiscal year 2021 discrete items
and other unexpected changes impacting the annual

                                       20

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tax expense may cause the effective tax rate for fiscal year 2021 to differ from the effective tax rate for the third quarter of fiscal year 2021.



Net Income (Loss). Net income was $6.9 million in the third quarter of fiscal
year 2021, which reflected an increase of $12.2 million compared to a net loss
of $5.3 million in the third quarter of fiscal year 2020. The increase was
attributable to the factors noted above.

Thirty-nine Weeks Ended September 26, 2021 Compared to Thirty-nine Weeks Ended September 27, 2020



Overview. Operating income (loss) increased by $70.7 million to $37.4 million
for the first thirty-nine weeks of fiscal year 2021 from the loss reported for
the first thirty-nine weeks of fiscal year 2020. Operating income for the first
thirty-nine weeks of fiscal year 2021 was favorably impacted by a $94.7 million
increase in restaurant sales, $15.9 million decrease in loss on impairment and a
$5.0 million increase in franchise income, which was partially offset by a $33.4
million increase in food and beverage costs and an $11.8 million increase in
restaurant operating expenses. Net income (loss) increased from the first
thirty-nine weeks of fiscal year 2020 by $55.2 million to $28.5 million.

Segment Profits. Segment profitability information is presented in Note 7 in the
notes to the condensed consolidated financial statements included in Item 1.
"Financial Statements". Segment profit for the first thirty-nine weeks of fiscal
year 2021 for the Company-owned steakhouse restaurant segment increased by $51.1
million to a $69.9 million profit compared to the first thirty-nine weeks of
fiscal year 2020. The increase was driven primarily by a $96.2 million increase
in restaurant sales offset by a $33.4 million increase in food and beverage
costs and a $11.8 million increase in restaurant operating expenses. Franchise
income increased $5.0 million in the first thirty-nine weeks of fiscal year 2021
compared to the fist thirty-nine weeks of fiscal year 2020.

Restaurant Sales. Restaurant sales increased by $94.7 million, or 50.2%, to
$283.3 million in the first thirty-nine weeks of fiscal year 2021 from the first
thirty-nine weeks of fiscal year 2020.  Company-owned comparable restaurant
sales during the first thirty-nine weeks of fiscal year 2021 were $266.8
million, which represented an increase of $98.5 million compared to the first
thirty-nine weeks of fiscal year 2020. Company-owned comparable restaurant sales
increased by 58.6%, which consisted of a 40.6% increase in traffic and a 12.8%
increase in average check.

Franchise Income. Franchise income in the first thirty-nine weeks of fiscal year
2021 increased by $5.0 million, or 61.4%, to $13.1 million in the first
thirty-nine weeks of fiscal year 2021 compared to the first thirty-nine weeks of
fiscal year 2020. The increase in franchise income compared to the first
thirty-nine weeks of fiscal year 2020 was due to an increase in franchisee-owned
restaurant sales primarily due to the lessening of COVID-19 restrictions.

Other Operating Income. Other operating income increased by $2.3 million in the
first thirty-nine weeks of fiscal year 2021 compared to the first thirty-nine
weeks of fiscal year 2020. The increase was primarily due to a $1.5 million
increase in income from restaurants operating under contractual agreements and
an increase in breakage income of $821 thousand resulting from an increase in
gift card redemptions. The increase in these items were primarily due to
increases in restaurant sales.

Food and Beverage Costs. Food and beverage costs increased by $33.4 million, or
61.2%, to $87.9 million in the first thirty-nine weeks of fiscal year 2021
compared to the first thirty-nine weeks of fiscal year 2020 primarily due to
increased restaurant sales. As a percentage of restaurant sales, food and
beverage costs increased to 31.0% in the first thirty-nine weeks of fiscal year
2021 from 28.9% in the first thirty-nine weeks of fiscal year 2020, primarily
driven by a 34% increase in beef costs.

Restaurant Operating Expenses. Restaurant operating expenses increased by $11.8
million, or 10.1%, to $129.0 million in the first thirty-nine weeks of fiscal
year 2021 from the first thirty-nine weeks of fiscal year 2020. Restaurant
operating expenses, as a percentage of restaurant sales, decreased to 45.5% in
the first thirty-nine weeks of fiscal year 2021 from 62.2% in the first
thirty-nine weeks of fiscal year 2020. The decrease in restaurant operating
expenses as a percentage of restaurant sales was primarily due to the impact of
higher sales and leveraging of fixed costs.

Marketing and Advertising. Marketing and advertising expenses increased by $2.4
million, or 45.0%, to $7.7 million in the first thirty-nine weeks of fiscal year
2021 from the first thirty-nine weeks of fiscal year 2020. The increase in
marketing and advertising expenses in the first thirty-nine weeks of fiscal year
2021 was attributable to a partial return in spending following our response to
the COVID-19 pandemic in line with our anticipated level of operations.

General and Administrative Costs. General and administrative costs increased
$1.0 million, or 4.5%, to $23.7 million in the first thirty-nine weeks of fiscal
year 2021 from the first thirty-nine weeks of fiscal year 2020. The increase in
general and administrative costs was primarily attributable to an increase in
compensation related expenses. As a percentage of revenue, general and
administrative costs decreased from 11.3% in the first thirty-nine weeks of
fiscal year 2020 to 7.8% in the first thirty-nine weeks of fiscal year 2021
primarily due to sales increasing.

                                       21

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Depreciation and Amortization Expenses. Depreciation and amortization expense
decreased by $1.5 million to $15.1 million in the first thirty-nine weeks of
fiscal year 2021 from the first thirty-nine weeks of fiscal year 2020 primarily
due to the permanent closure of nine Ruth's Chris Steak House restaurants during
fiscal year 2020.

Pre-opening Costs. Pre-opening costs were $1.2 million in both the first
thirty-nine weeks of fiscal year 2021 and the first thirty-nine weeks of fiscal
year 2020. The expenses during the first thirty-nine weeks of fiscal year 2021
are primarily due to the planned opening of the Ruth's Chris Steak House
restaurant in Short Hills, NJ and recognition of rent expense at unopened Ruth's
Chris Steak House restaurants where the Company has taken possession of the
property. During the first thirty-nine weeks of fiscal year 2020 pre-opening
expenses were primarily due to recognition of rent expense at unopened Ruth's
Chris Steak House restaurants where the Company took possession of the
properties.

Gain on Lease Modifications. During the first thirty-nine weeks of fiscal year
2020, the Company recorded a $178 thousand gain on lease modifications primarily
related to a gain on the modification of a lease of $663 thousand, partially
offset by the write off of capitalized expenses incurred related to the
termination of a lease on a planned Ruth's Chris Steak House restaurant of $422
thousand. There was no gain on lease modifications recorded during the first
thirty-nine weeks of fiscal year 2021.

Loss on Impairment. During the first thirty-nine weeks of fiscal year 2021, the
Company recorded a $394 thousand impairment loss of which $306 thousand related
to long-lived assets. During the first thirty-nine weeks of fiscal year 2020,
the Company recorded a $16.3 million loss consisting of a $12.7 million
impairment of long-lived assets, a $3.1 million impairment of territory rights
and a $416 thousand impairment of inventory as described further in Note 2 in
the notes to the condensed consolidated financial statements included in Item 1.
"Financial Statements".

Interest Expense. Interest expense decreased $232 thousand to $3.1 million in
the first thirty-nine weeks of fiscal year 2021 compared to $3.3 million in the
first thirty-nine weeks of fiscal year 2020. The decrease primarily relates to a
lower average debt balance during the first thirty-nine weeks of fiscal year
2021 compared to the first thirty-nine weeks of fiscal year 2020.

Other Income and Expense. During the first thirty-nine weeks of fiscal year 2021, we recognized other income of $61 thousand. During the first thirty-nine weeks of fiscal year 2020, we recognized other expense of $12 thousand.



Income Tax Expense (Benefit). During the first thirty-nine weeks of fiscal year
2021, we recognized income tax expense of $5.9 million. During the first
thirty-nine weeks of fiscal year 2020, we recognized an income tax benefit of
$9.9 million. The effective tax rate, including the impact of discrete items,
decreased to a 17.0% expense for the first thirty-nine weeks quarter of fiscal
year 2021 compared to an 27.1% benefit for the first thirty-nine weeks of fiscal
year 2020, primarily due to the generation of pretax income for the first
thirty-nine weeks of fiscal year 2021 compared to a pretax loss in the first
thirty-nine weeks of fiscal year 2020. Fiscal year 2021 discrete items and other
unexpected changes impacting the annual tax expense may cause the effective tax
rate for fiscal year 2021 to differ from the effective tax rate for the first
thirty-nine weeks of fiscal year 2021.

Net Income (Loss). Net income was $28.5 million in the first thirty-nine weeks
of fiscal year 2021, which reflected an increase of $55.2 million compared to a
net loss of $26.7 million in the first thirty-nine weeks of fiscal year 2020.
The increase was 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 thirty-nine weeks of fiscal year 2021 our principal
uses of cash flow were debt repayments, capital expenditures and repurchase of
common stock.

During the fourth quarter of fiscal year 2019, 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. During the fiscal year 2020, as a
result of the impacts to our business arising from the COVID-19 pandemic, the
Company suspended its share repurchase program and dividend payments. During the
third quarter of fiscal year 2021 the Company resumed its share repurchase
program and repurchased 192,102 shares at an aggregate cost of $3.8 million or
an average cost of $19.93 per share. All repurchased shares were retired and
cancelled.

Senior Credit Facility

As of September 26, 2021, we had $70.0 million of outstanding indebtedness under
our senior credit facility and approximately $4.7 million of outstanding letters
of credit, pursuant to a credit agreement entered into with Wells Fargo Bank,
National Association as

                                       22


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administrative agent, and certain other lenders (as amended, as of the end of
the fiscal year 2020, the "Credit Agreement "). As of September 26, 2021, the
weighted average interest rate on our outstanding debt was 3.5% and the weighted
average interest rate on our outstanding letters of credit was 2.6%. In
addition, the fee on the unused portion of our senior credit facility was 0.3%.

On October 18, 2021, subsequent to the third fiscal quarter of 2021, the Company
entered into an amended and restated credit agreement, which amends and restates
its prior credit agreement with Wells Fargo Bank, National Association as
administrative agent, and certain other lenders (as amended and restated, the
"Credit Agreement"). The Credit Agreement provides for a revolving credit
facility of $140.0 million with a $10.0 million sub-facility of letters of
credit and a $5.0 million sub-facility 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 $200.0 million. The Credit
Agreement has a maturity date of October 18, 2026. As of October 29, 2021, the
Company had $70.0 million of outstanding indebtedness under its senior credit
facility with approximately $65.3 million of borrowings available, net of
outstanding letters of credit of approximately $4.7 million.

The Credit Agreement contains customary representations and affirmative and
negative covenants (including limitations on indebtedness and liens) as well as
financial covenants, as described below, requiring a minimum fixed coverage
charge ratio as defined in the Credit Agreement ("Fixed Charge Coverage Ratio")
limiting the Company's actual leverage ratio as defined in the Credit Agreement
("Maximum Consolidated Leverage Ratio"). The October 2021 amendment and
restatement of the Credit Agreement restored the Fixed Charge Coverage Ratio and
Maximum Consolidated Leverage Ratio to a Fixed Charge Coverage Ratio equal to or
greater than 1.25:1.00 and Maximum Consolidated Leverage Ratio no greater than
3.00:1.00. Effective with the October 2021 amendment and restatement of the
Credit Agreement, the Company is limited to $40.0 million of restricted junior
payments per year, which include cash dividends and repurchases of common stock,
if the Maximum Consolidated Leverage Ratio is greater than or equal to
2.50:1.00. 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 and the lenders'
commitments may be terminated. The obligations under the Credit Agreement are
guaranteed by certain of the Company's subsidiaries 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.

Interest rate margins and the fee for the unused commitment will be calculated
based on the Maximum Consolidated Leverage Ratio, and at the Company's option,
revolving loans may bear interest at either:

(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 rate described in this clause (ii) prior to
            adding the applicable margin, the "Base Rate").


The applicable margin is based on the Company's Maximum Consolidated Leverage
Ratio, ranging (a) from 1.50% to 2.25% above the applicable LIBOR rate or (b)
0.50% to 1.25% above the applicable Base Rate.

For more information about our long-term debt, see Note 5 in the notes to the condensed consolidated financial statements included in Item 1. "Financial Statements".

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):





                                                                  39 Weeks Ended
                                                         September 26,       September 27,
                                                             2021                2020
Net cash provided by (used in):
Operating activities                                    $        48,521     $         5,598
Investing activities                                             (8,418 )            (9,007 )
Financing activities                                            (51,726 )           100,949

Net (decrease) increase in cash and cash equivalents $ (11,623 ) $ 97,540




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Operating Activities. Operating activities provided cash during the first
thirty-nine weeks of fiscal year 2021 and the first thirty-nine weeks of fiscal
year 2020. 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
flows primarily because operating revenues have exceeded cash-based expenses.

Investing Activities. Cash used in investing activities totaled $8.4 million in
the first thirty-nine weeks of fiscal year 2021 compared with $9.0 million used
in the first thirty-nine weeks of fiscal year 2020. Cash used in investing
projects during the first thirty-nine weeks of fiscal year 2021 primarily
pertained to $4.3 million for new restaurants, $2.1 million for technology, and
$2.0 million for restaurant remodel and capital replacement projects. Cash used
in investing activities during the first thirty-nine weeks of fiscal year 2020
primarily pertained to $5.6 million for new restaurants and $2.9 million for
restaurant remodel and capital replacement projects.

Financing Activities. Financing activities used cash during the first
thirty-nine weeks of fiscal year 2021 and provided cash during the first
thirty-nine weeks of fiscal year 2020. During the first thirty-nine weeks of
fiscal year 2021, we reduced debt by $45.0 million, repurchased $3.8 million in
common stock, paid $2.8 million in employee withholding taxes in connection with
the vesting of restricted stock and paid $145 thousand in deferred financing
costs. We paid the $2.8 million in taxes in connection with the vesting of
restricted stock for recipients who elected to satisfy their individual tax
withholding obligations by having us withhold a number of vested shares of
restricted stock. During the first thirty-nine weeks of fiscal year 2020, we
increased debt by $71.2 million to secure additional liquidity in response to
COVID-19; sold common stock for $49.6 million; used $13.2 million to repurchase
common stock; paid dividends of $4.4 million; paid $1.6 million in taxes in
connection with the vesting of restricted stock; and paid $582 thousand in
deferred financing costs.

Off-Balance Sheet Arrangements

As of September 26, 2021, 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 27, 2020 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. 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 thirty-nine weeks of fiscal year 2021.

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