Note P – Supplemental Condensed Consolidating Financial Statements

9 Months Ended

Mar. 03, 2015

Disclosure Text Block Supplement [Abstract]

Condensed Financial Statements [Text Block]

NOTE P - SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

As discussed in Note H to the Condensed Consolidated Financial Statements, the Senior Notes held by Ruby Tuesday, Inc. (the “Parent”) are guaranteed on a senior unsecured basis by our existing and future domestic restricted subsidiaries, subject to certain exceptions (the “Guarantors”). Each of the Guarantors is wholly-owned by Ruby Tuesday, Inc. None of the few remaining subsidiaries of Ruby Tuesday, Inc., which were primarily created to hold liquor license assets, guarantee the Senior Notes (the “Non-Guarantors”). Our Non-Guarantor subsidiaries are immaterial and are aggregated within the Parent information disclosed below.

The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(f) of Regulation S-X promulgated by the Securities and Exchange Commission, presents the condensed consolidating financial information separately for the Parent, the Guarantors, and elimination entries necessary to consolidate the Parent and Guarantors. Investments in wholly-owned subsidiaries are accounted for using the equity method for purposes of the consolidated presentation. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed Consolidating Balance Sheet

As of March 3, 2015

(In thousands)

	Parent			Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	60,925		$	296	$	-		$	61,221
Accounts receivable		1,934			2,916		-			4,850
Inventories		16,271			6,673		-			22,944
Income tax receivable		150,115			-		(147,749	)		2,366
Deferred income taxes		(3,038	)		3,399		-			361
Other current assets		15,520			2,355		-			17,875
Total current assets		241,727			15,639		(147,749	)		109,617
Property and equipment, net		563,153			198,647		-			761,800
Investment in subsidiaries		136,416			-		(136,416	)		-
Due from/(to) subsidiaries		67,992			223,095		(291,087	)		-
Other assets		47,094			11,376		-			58,470
Total assets	$	1,056,382		$	448,757	$	(575,252	)	$	929,887
Liabilities & Shareholders’ Equity
Current liabilities:
Accounts payable	$	17,052		$	3,784	$	-		$	20,836
Accrued and other current liabilities		43,512			35,972		-			79,484
Current maturities of long-term debt, including capital leases		(361	)		4,919		-			4,558
Income tax payable		-			147,749		(147,749	)		-
Total current liabilities		60,203			192,424		(147,749	)		104,878
Long-term debt and capital leases, less current maturities		213,307			33,444		-			246,751
Deferred income taxes		(1,914	)		4,684		-			2,770
Due to/(from) subsidiaries		223,095			67,992		(291,087	)		-
Other deferred liabilities		100,793			13,797		-			114,590
Total liabilities		595,484			312,341		(438,836	)		468,989
Shareholders’ equity:
Common stock		621			-		-			621
Capital in excess of par value		82,038			-		-			82,038
Retained earnings		387,749			136,416		(136,416	)		387,749
Accumulated other comprehensive loss		(9,510	)		-		-			(9,510	)
Total shareholders’ equity		460,898			136,416		(136,416	)		460,898
Total liabilities & shareholders’ equity	$	1,056,382		$	448,757	$	(575,252	)	$	929,887

Condensed Consolidating Balance Sheet

As of June 3, 2014

(In thousands)

	Parent			Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	51,012		$	314	$	-		$	51,326
Accounts receivable		1,725			3,136		-			4,861
Inventories		15,114			6,060		-			21,174
Income tax receivable		138,524			-		(136,391	)		2,133
Deferred income taxes		(548	)		3,945		-			3,397
Other current assets		14,610			2,289		-			16,899
Total current assets		220,437			15,744		(136,391	)		99,790
Property and equipment, net		587,783			207,063		-			794,846
Investment in subsidiaries		158,266			-		(158,266	)		-
Due from/(to) subsidiaries		78,612			243,665		(322,277	)		-
Other assets		48,780			13,011		-			61,791
Total assets	$	1,093,878		$	479,483	$	(616,934	)	$	956,427
Liabilities & Shareholders’ Equity
Current liabilities:
Accounts payable	$	20,545		$	5,656	$	-		$	26,201
Accrued and other current liabilities		46,450			36,356		-			82,806
Current maturities of long-term debt, including capital leases		(341	)		5,157		-			4,816
Income tax payable		-			136,391		(136,391	)		-
Total current liabilities		66,654			183,560		(136,391	)		113,823
Long-term debt and capital leases, less current maturities		213,039			40,836		-			253,875
Deferred income taxes		(445	)		3,945		-			3,500
Due to/(from) subsidiaries		243,665			78,612		(322,277	)		-
Other deferred liabilities		109,756			14,264		-			124,020
Total liabilities		632,669			321,217		(458,668	)		495,218
Shareholders’ equity:
Common stock		614			-		-			614
Capital in excess of par value		76,269			-		-			76,269
Retained earnings		395,226			158,266		(158,266	)		395,226
Accumulated other comprehensive loss		(10,900	)		-		-			(10,900	)
Total shareholders’ equity		461,209			158,266		(158,266	)		461,209
Total liabilities & shareholders’ equity	$	1,093,878		$	479,483	$	(616,934	)	$	956,427

Condensed Consolidating Statement of Operations and

Comprehensive Loss

For the Thirteen Weeks Ended March 3, 2015

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	204,278		$	80,114		$	-		$	284,392
Franchise revenue		4			1,517			-			1,521
		204,282			81,631			-			285,913
Operating costs and expenses:
Cost of goods sold		55,793			22,003			-			77,796
Payroll and related costs		67,959			28,721			-			96,680
Other restaurant operating costs		43,643			17,885			-			61,528
Depreciation		9,229			3,176			-			12,405
Selling, general, and administrative		18,244			10,704			-			28,948
Intercompany selling, general, and administrative allocations		11,371			(11,371	)		-			-
Closures and impairments		2,086			1,905			-			3,991
Equity in earnings of subsidiaries		(7,171	)		-			7,171			-
Interest expense, net		4,654			792			-			5,446
Intercompany interest expense/(income)		3,040			(3,040	)		-			-
		208,848			70,775			7,171			286,794
(Loss)/income before income taxes		(4,566	)		10,856			(7,171	)		(881	)
(Benefit)/provision for income taxes		(3,797	)		3,685			-			(112	)
Net loss	$	(769	)	$	7,171		$	(7,171	)	$	(769	)
Other comprehensive income:
Pension liability reclassification, net of tax		463			-			-			463
Total comprehensive loss	$	(306	)	$	7,171		$	(7,171	)	$	(306	)

Condensed Consolidating Statement of Operations and

Comprehensive Loss

For the Thirty-Nine Weeks Ended March 3, 2015

(In thousands)

	Parent			Guarantor			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	595,401		$	229,654		$	-		$	825,055
Franchise revenue		188			4,511			-			4,699
		595,589			234,165			-			829,754
Operating costs and expenses:
Cost of goods sold		162,041			62,548			-			224,589
Payroll and related costs		202,349			84,137			-			286,486
Other restaurant operating costs		130,551			50,873			-			181,424
Depreciation		27,960			9,641			-			37,601
Selling, general, and administrative		55,013			32,128			-			87,141
Intercompany selling, general, and administrative allocations		32,986			(32,986	)		-			-
Closures and impairments		4,390			2,158			-			6,548
Equity in earnings of subsidiaries		(19,278	)		-			19,278			-
Interest expense, net		13,901			2,882			-			16,783
Intercompany interest expense/(income)		8,930			(8,930	)		-			-
		618,843			202,451			19,278			840,572
(Loss)/income before income taxes		(23,254	)		31,714			(19,278	)		(10,818	)
(Benefit)/provision for income taxes		(15,777	)		12,436			-			(3,341	)
Net loss	$	(7,477	)	$	19,278		$	(19,278	)	$	(7,477	)
Other comprehensive income:
Pension liability reclassification, net of tax		1,390			-			-			1,390
Total comprehensive loss	$	(6,087	)	$	19,278		$	(19,278	)	$	(6,087	)

Condensed Consolidating Statement of Operations and

Comprehensive Loss

For the Thirteen Weeks Ended March 4, 2014

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	212,249		$	81,715		$	-		$	293,964
Franchise revenue		63			1,525			-			1,588
		212,312			83,240			-			295,552
Operating costs and expenses:
Cost of goods sold		58,550			22,430			-			80,980
Payroll and related costs		71,742			29,609			-			101,351
Other restaurant operating costs		46,765			17,396			-			64,161
Depreciation		9,787			3,540			-			13,327
Selling, general, and administrative		16,532			16,808			-			33,340
Intercompany selling, general, and administrative allocations		14,908			(14,908	)		-			-
Closures and impairments		2,407			1,364			-			3,771
Trademark impairment		-			855			-			855
Equity in earnings of subsidiaries		(8,886	)		-			8,886			-
Interest expense, net		5,089			878			-			5,967
Intercompany interest expense/(income)		3,274			(3,274	)		-			-
		220,168			74,698			8,886			303,752
(Loss)/income from continuing operations before income taxes		(7,856	)		8,542			(8,886	)		(8,200	)
Benefit for income taxes from continuing operations		(463	)		(344	)		-			(807	)
Loss from continuing operations		(7,393	)		8,886			(8,886	)		(7,393	)
Income from discontinued operations, net of tax		86			-			-			86
Net loss	$	(7,307	)	$	8,886		$	(8,886	)	$	(7,307	)
Other comprehensive income:
Pension liability reclassification, net of tax		477			-			-			477
Total comprehensive loss	$	(6,830	)	$	8,886		$	(8,886	)	$	(6,830	)

Condensed Consolidating Statement of Operations and

Comprehensive Loss

For the Thirty-Nine Weeks Ended March 4, 2014

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	621,181		$	235,594		$	-		$	856,775
Franchise revenue		182			4,478			-			4,660
		621,363			240,072			-			861,435
Operating costs and expenses:
Cost of goods sold		173,397			65,190			-			238,587
Payroll and related costs		214,633			86,968			-			301,601
Other restaurant operating costs		141,660			55,324			-			196,984
Depreciation		30,359			11,092			-			41,451
Selling, general, and administrative		68,250			39,136			-			107,386
Intercompany selling, general, and administrative allocations		43,679			(43,679	)		-			-
Closures and impairments		15,630			10,317			-			25,947
Trademark impairment		-			855			-			855
Equity in earnings of subsidiaries		(13,307	)		-			13,307			-
Interest expense, net		15,320			4,020			-			19,340
Intercompany interest expense/(income)		9,688			(9,688	)		-			-
Loss on extinguishment of debt		1,183			-			-			1,183
		700,492			219,535			13,307			933,334
(Loss)/income from continuing operations before income taxes		(79,129	)		20,537			(13,307	)		(71,899	)
(Benefit)/provision for income taxes from continuing operations		(15,100	)		7,230			-			(7,870	)
Loss from continuing operations		(64,029	)		13,307			(13,307	)		(64,029	)
Income from discontinued operations, net of tax		97			-			-			97
Net loss	$	(63,932	)	$	13,307		$	(13,307	)	$	(63,932	)
Other comprehensive income:
Pension liability reclassification, net of tax		1,432			-			-			1,432
Total comprehensive loss	$	(62,500	)	$	13,307		$	(13,307	)	$	(62,500	)

Condensed Consolidating Statement of Cash Flows

For the Thirty-Nine Weeks Ended March 3, 2015

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	37,226		$	51,900		$	(61,699	)	$	27,427
Investing activities:
Purchases of property and equipment		(16,569	)		(4,565	)		-			(21,134	)
Proceeds from disposal of assets		7,649			1,047			-			8,696
Other, net		2,043			135			-			2,178
Net cash used by investing activities		(6,877	)		(3,383	)		-			(10,260	)
Financing activities:
Principal payments on long-term debt		(6	)		(7,406	)		-			(7,412	)
Stock repurchases		(73	)		-			-			(73	)
Payments for debt issuance costs		(281	)		-			-			(281	)
Proceeds from exercise of stock options		457			-			-			457
Excess tax benefits from share-based compensation		37			-			-			37
Intercompany transactions		(20,570	)		(41,129	)		61,699			-
Net cash used by financing activities		(20,436	)		(48,535	)		61,699			(7,272	)
Increase/(decrease) in cash and cash equivalents		9,913			(18	)		-			9,895
Cash and cash equivalents:
Beginning of year		51,012			314			-			51,326
End of quarter	$	60,925		$	296		$	-		$	61,221

Condensed Consolidating Statement of Cash Flows

For the Thirty-Nine Weeks Ended March 4, 2014

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Net cash (used)/provided by operating activities	$	(4,304	)	$	51,122		$	(17,664	)	$	29,154
Investing activities:
Purchases of property and equipment		(16,855	)		(5,702	)		-			(22,557	)
Proceeds from sale-leaseback transactions, net		5,637			-			-			5,637
Proceeds from disposal of assets		9,926			1,023			-			10,949
Other, net		842			-			-			842
Net cash used by investing activities		(450	)		(4,679	)		-			(5,129	)
Financing activities:
Principal payments on long-term debt		(12,958	)		(19,023	)		-			(31,981	)
Stock repurchases		(579	)		-			-			(579	)
Payments for debt issuance costs		(1,758	)		-			-			(1,758	)
Proceeds from exercise of stock options		1,576			-			-			1,576
Excess tax benefits from share-based compensation		284			-			-			284
Intercompany transactions		9,688			(27,352	)		17,664			-
Net cash used by financing activities		(3,747	)		(46,375	)		17,664			(32,458	)
(Decrease)/increase in cash and cash equivalents		(8,501	)		68			-			(8,433	)
Cash and cash equivalents:
Beginning of year		52,635			272			-			52,907
End of quarter	$	44,134		$	340		$	-		$	44,474