10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

––––––––––––––––––––––

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended: June 2, 2015

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to _________

Commission file number 1-12454

RUBY TUESDAY, INC.

(Exact name of registrant as specified in charter)

GEORGIA	63-0475239
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

150 West Church Avenue, Maryville, Tennessee 37801

(Address of principal executive offices and zip code)

(865) 379-5700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso  Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso  Nox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o                                                                                                                        Accelerated filer x

Non-accelerated filer o (Do not check if a smaller reporting company)  Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No  x

The aggregate market value of the voting stock (which consists solely of shares of common stock) held by non-affiliates of the registrant as of the last day of the second fiscal quarter ended December 2, 2014 was $496,576,064 based on the closing stock price of $8.00 on December 2, 2014.

The number of shares of common stock outstanding as of August 12, 2015, was 61,959,543.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the registrant’s 2015 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Form 10-K.

Index
PART I
Item 1.	Business	4-9
Item 1A.	Risk Factors	10-16
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	17-19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20-21
Item 6.	Selected Financial Data	22-23
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24-46
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	47-94
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	95
Item 9A.	Controls and Procedures	95
Item 9B.	Other Information	95
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	96
Item 11.	Executive Compensation	96
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	96
Item 13.	Certain Relationships and Related Transactions, and Director Independence	96
Item 14.	Principal Accounting Fees and Services	96
PART IV
Item 15.	Exhibits and Financial Statement Schedules	97
Signatures		98

-2-

Special Note Regarding Forward-Looking Information

This Annual Report on Form 10-K contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements represent our expectations or beliefs concerning future events, including one or more of the following:  future financial performance (including our estimates of growth in same-restaurant sales, average unit volumes (average restaurant volumes), operating margins, expenses, and other items), future capital expenditures, the effect of strategic initiatives (including statements relating to cost savings initiatives and the benefits of our television marketing), the opening or closing of restaurants by us or our franchisees, sales of our real estate or purchases of new real estate, future borrowings and repayments of debt, availability of financing on terms attractive to the Company, compliance with financial covenants in our debt instruments, payment of dividends, stock and bond repurchases, restaurant acquisitions, and changes in senior management and in the Board of Directors.  We caution the reader that a number of important factors and uncertainties could, individually or in the aggregate, cause our actual results to differ materially from those included in the forward-looking statements, including, without limitation, the risks and uncertainties described in the Risk Factors included in Part I, Item A of this Form 10-K and the following:

·   general economic conditions;

·   changes in promotional, couponing and advertising strategies;

·   changes in our customers’ disposable income;

·   consumer spending trends and habits;

·   increased competition in the restaurant market;

·   laws and regulations, including those affecting labor and employee benefit costs, such as further potential increases in state and federally mandated minimum wages and healthcare reform;

·   the impact of pending litigation;

·   customers’ acceptance of changes in menu items;

·   changes in the availability and cost of capital;

·   potential limitations imposed by debt covenants under our debt instruments;

·   weather conditions in the regions in which Company-owned and franchised restaurants are operated;

·   costs and availability of food and beverage inventory, including supply and delivery shortages or interruptions;

·   significant fluctuations in energy prices;

·   security breaches of our customers’ or employees’ confidential information or personal data or the failure of our information technology and computer systems;

·   our ability to attract and retain qualified managers, franchisees and team members;

·   impact of adoption of new accounting standards;

·   impact of food-borne illnesses resulting from an outbreak at either one of our restaurant concepts or other competing restaurant concepts; and

·   effects of actual or threatened future terrorist attacks in the United States.

-3-

PART I

Item 1. Business

Background

The first Ruby Tuesday® restaurant was opened in 1972 in Knoxville, Tennessee near the campus of the University of Tennessee. The Ruby Tuesday concept, which at the time consisted of 16 restaurants, was acquired by Morrison Restaurants Inc. (“Morrison”) in 1982.  During the following years, Morrison grew the concept to over 300 restaurants with concentrations in the Northeast, Southeast, Mid-Atlantic and Midwest regions of the United States.  In a spin-off transaction that occurred on March 9, 1996, shareholders of Morrison approved the distribution of two separate businesses of Morrison to its shareholders, Morrison Fresh Cooking, Inc. (“MFC”) and Morrison Health Care, Inc. (“MHC”).  In conjunction with the spin-off, Morrison was reincorporated in the State of Georgia and changed its name to Ruby Tuesday, Inc.  Ruby Tuesday, Inc. and its wholly-owned subsidiaries are sometimes referred to herein as “RTI,” the “Company,” “we” and/or “our.”

We began our traditional franchise program in 1997 with the opening of one domestic and two international franchised Ruby Tuesday restaurants.  We do not own any equity in entities that hold franchises under our franchise programs.  As of June 2, 2015, we had 30 Ruby Tuesday concept franchisees, comprised of 10 domestic and 20 international franchisees.  We have signed agreements for the development of new franchised Ruby Tuesday restaurants with eight of the international franchisees.  These eight international franchisees hold rights as of June 2, 2015 to develop Ruby Tuesday restaurants in 17 countries.

During fiscal 2011, we entered into a licensing agreement which allowed us to operate multiple Lime Fresh Mexican Grill® (“Lime Fresh”) restaurants, a fast casual Mexican concept.  We opened four Lime Fresh restaurants during fiscal 2012 under the terms of the licensing agreement.  On April 11, 2012, we completed the acquisition of Lime Fresh, including the assets of seven additional Lime Fresh concept restaurants, the royalty stream from five Lime Fresh concept franchised restaurants, and the Lime Fresh brand’s intellectual property.  As of June 2, 2015, we had six Lime Fresh concept franchisees, none of which had signed agreements for the development of new franchised Lime Fresh restaurants.

Also in fiscal 2011, we began converting certain underperforming Ruby Tuesday restaurants to other concepts.  To that end, we entered into a licensing agreement which allowed us to operate multiple Truffles® restaurants, an upscale café concept offering a diverse menu.  Other conversion concepts available to us were Marlin & Ray’s™, an internally-developed seafood concept, and Wok Hay®, our full service Asian concept.  We converted certain underperforming Ruby Tuesday restaurants to these concepts through fiscal year 2013, with Marlin & Ray’s being our primary conversion concept.  However, as discussed further in Note 3 to the Consolidated Financial Statements, in an effort to focus primarily on the successful sales turnaround of our core Ruby Tuesday concept and secondly, to improve the financial performance of our Lime Fresh concept, in fiscal 2013 we closed all Marlin & Ray’s, Wok Hay, and Truffles restaurants.

Operations

We own, operate, and franchise the Ruby Tuesday casual dining restaurant chain and operate in the bar and grill segment of the casual dining industry.  As of June 2, 2015, we owned and operated 658, and franchised 78, Ruby Tuesday restaurants.  Of the 78 franchised Ruby Tuesday restaurants, 29 were operated by our domestic franchisees and 49 were operated by our international franchisees.  Ruby Tuesday restaurants can be found in 44 states, 13 foreign countries, and Guam.  Our Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest of the United States, which we consider to be our core markets.  A listing of the states and countries in which our franchisees operate is set forth below in Item 2 entitled “Properties.”

We also own, operate, and franchise the Lime Fresh fast casual restaurant concept.  As of June 2, 2015, there were 19 Company-owned and operated Lime Fresh restaurants and seven Lime Fresh restaurants operated by domestic franchisees.

-4-

Our Core Ruby Tuesday Concept

Ruby Tuesday restaurants offer a wide variety of menu options, including handcrafted classic burgers made with fresh 100% USDA choice beef, fresh chicken options, our signature “fall-off-the-bone” baby-back ribs, as well as steaks, seafood, and appetizers.  Our Garden Bar has been a significant point of differentiation for our brand and an enduring favorite of our customers.  With up to 35 fresh, high quality salad ingredients, our Garden Bar exemplifies the key attributes of our brand of freshness and quality.  Our Classic Burger choices include beef, turkey, and chicken offerings.  Entree selections typically range in price from $8.99 to $20.99.  Where appropriate, we also offer our RubyTueGo® curbside service and a delivered-meals catering program for businesses, organizations, and group events at both Company-owned and franchised restaurants.

In the mid-2000’s, under prior leadership, we began a shift in strategic direction to a more upscale, polished casual positioning, which resulted in what we believed to be fresher, higher quality food, remodeled restaurant interiors and exteriors, and service teams focused on providing a polished casual dining experience.  While we maintain that these elements have resulted in an elevated and differentiated Ruby Tuesday brand compared to our bar and grill competitors, we believe the execution of this strategy strayed too far from our brand heritage and core customer base, leading to traffic declines over the last several years.  Over the last several fiscal years we developed and have been implementing a brand transformation strategy which we believe will result in a more energetic, approachable, and casual brand position intended to appeal to a broader customer demographic and be more appropriate for a wide variety of dining occasions.  Our brand transformation strategy is designed to stabilize and grow our customer counts, same-restaurant sales, and profitability, and is focused on four key pillars of menu, service, atmosphere, and communication.  While the brand transformation strategy is a multi-year process, we have gained traction on the following initiatives since fiscal year 2014:

·   Menu Enhancements.   Our menu objective is to offer a broadly-appealing menu which includes new takes on traditional favorites as well as innovative new food platforms with bold flavor profiles. We made significant progress in both fiscal years 2015 and 2014 in terms of menu enhancements.  We have also shifted the emphasis of our drink menu away from an extensive wine selection and towards our selection of beers and premium cocktails.  We remain focused on reengineering our core menu through both innovation and simplification, and ensuring that we have a wide range of price points and compelling value throughout the menu.  We believe these efforts have the potential to drive core customer traffic growth from our current and lapsed customer base, as well as non-users of the brand.

·   Service and Atmosphere Enhancements.  Over the past several fiscal years, we have made changes to our dining experience in certain areas including new music soundscapes and lighting improvements which are non-capital intensive in nature and should further enhance the customer dining experience.  Additionally, we remain focused on having strong restaurant-level teams at our restaurants through the continued focus on high performance standards, advanced training, and a rigorous selection process in order to focus on high quality food and service.

·   Communication Program Enhancements.  Our communication or marketing programs are a key component to our brand transformation strategy.  Our most recent television commercials better reflect the variety on our menu and project a more casual, energetic, and approachable brand personality and dining experience.  Additionally, as we look at opportunities to enhance our existing menu offerings, we will continue to focus on value which we believe our customers perceive as a combination of food quality, service, restaurant atmosphere, menu variety, and price.  Lastly, we continue to build key capabilities in our marketing organization, strengthen our culinary innovation pipeline, and become more efficient, expansive and cost-effective with our marketing spend including leveraging digital and social media platforms.

Our Lime Fresh Concept

Lime Fresh is a fast casual fresh Mexican concept with restaurant operations in the Eastern United States, including a concentration in the vicinity of Miami, Florida.  The Lime Fresh concept menu features diverse menu offerings such as homemade tortilla chips, customizable nachos, salads, soups, fajitas, quesadillas, tacos, burritos, salsa, and guacamole.  This concept offers a unique experience by providing the speed of a fast casual restaurant, with the service and food quality of casual dining, in a fun and energetic atmosphere for customers.

-5-

On September 13, 2010, we entered into a licensing agreement with LFMG International, LLC, which allowed us to operate multiple restaurants under the Lime Fresh concept.  As of April 10, 2012 we had opened four Lime Fresh restaurants under the terms of our licensing agreement.  On April 11, 2012, we completed the acquisition of Lime Fresh for $24.1 million, which included the assets of seven additional Lime Fresh concept restaurants, the royalty stream from five Lime Fresh concept franchised restaurants (one of which opened in July 2012), and the Lime Fresh brand’s intellectual property.  As of June 2, 2015, we owned and operated 19 Lime Fresh restaurants, and our franchisees operated seven domestic Lime Fresh restaurants.

As discussed further in Note 11 to the Consolidated Financial Statements, we consider our Ruby Tuesday concept and Lime Fresh concept to be our reportable operating segments.

Franchising

As previously noted, as of June 2, 2015, we had franchise arrangements with 30 franchise groups which operate Ruby Tuesday restaurants in 13 states, Guam, and 13 foreign countries.  We also had franchise arrangements as of June 2, 2015 with six domestic franchise groups which operate seven Lime Fresh restaurants in Florida and Texas.

As of June 2, 2015, there were 78 Ruby Tuesday franchise restaurants operated by our domestic and international franchisees.  Our franchisees opened six Ruby Tuesday restaurants in fiscal year 2015, seven Ruby Tuesday restaurants in fiscal year 2014, and two Ruby Tuesday restaurants in fiscal year 2013.

Generally, Ruby Tuesday concept franchise arrangements consist of a development agreement and a separate franchise agreement for each restaurant.  Under a development agreement, a franchisee is granted the exclusive right and undertakes the obligation to develop multiple restaurants within a specifically-described geographic territory.  The term of a domestic franchise agreement is generally 15 years, with two five-year renewal options.

For each Ruby Tuesday concept restaurant developed under a domestic development agreement, a franchisee is currently obligated to pay a development fee of $10,000 per restaurant (at the time of signing a development agreement), an initial license fee (which typically is $35,000 per restaurant to be developed for domestic franchisees), and a royalty fee equal to 4.0% of the restaurant’s monthly gross sales, as defined in the franchise agreement.  Development and operating fees for international franchise restaurants vary.

During fiscal year 2015, we offered support service agreements for certain domestic Ruby Tuesday concept franchisees.  Under those support services agreements, we had one level of support in which we provided specified services to assist the franchisees with various aspects of the business including, but not limited to, processing of payroll, basic bookkeeping, and cash management.  Fees for these services were typically contracted to be about 1.5% of revenues, as defined in the franchise agreement.  As of June 2, 2015, we had contracted with one domestic Ruby Tuesday concept franchise for such services and that contract expired on June 30, 2015.  Separate from those support service agreements, there is also a required level of support services in which we charge a fee to cover certain information technology related support that we provide.  All domestic Ruby Tuesday concept franchisees also are required to pay a marketing and purchasing fee of 1.5% of monthly gross sales.  At times of economic downturn, we have occasionally chosen to temporarily lower these fees.  Under the terms of the franchise agreements, we also require all domestic Ruby Tuesday concept franchisees to contribute a percentage of monthly gross sales, 1.5% as of June 2, 2015, to a national advertising fund formed to cover their pro rata portion of the costs associated with our national advertising campaign.  Under these terms, we can charge up to 3.0% of monthly gross sales for this national advertising fund.

As of June 2, 2015, we had seven domestic Lime Fresh franchised restaurants in Florida and Texas.  The term of a Lime Fresh domestic franchise agreement is generally 10 years, with one 10-year renewal option.  For each Lime Fresh concept restaurant developed under a domestic development agreement, a franchisee is currently obligated to pay a development fee of $30,000 per restaurant (at the time of signing a development agreement), an initial license fee (which typically is $15,000 per restaurant to be developed for domestic franchisees), an initial marketing fee of at least $10,000, and a royalty fee equal to 5.25% of the restaurant’s monthly gross sales, as defined in the franchise agreement.  Under the terms of the franchise agreements, we also require domestic franchisees to contribute a percentage of monthly gross sales, 1.5% as of June 2, 2015, to an advertising fund formed to cover their pro rata portion of the costs associated with our advertising campaign.  Under these terms, we can charge up to 3.0% of monthly gross sales for this national advertising fund.

-6-

We provide ongoing training and assistance to our franchisees in connection with the operation and management of each restaurant through our training facility, meetings, on-premises visits, computer-based training (“CBT”), and by written or other material.

Training

Ruby Tuesday University, located in our Maryville, Tennessee Restaurant Support Services Center, serves as the centralized training center for all of our managers, multi-restaurant operators and other team members.  Facilities include classrooms, a test kitchen, and the Ruby Tuesday Culinary Center.  Ruby Tuesday University provides managers with the opportunity to assemble for intensive, ongoing instruction and hands-on interaction through our training sessions.  Programs include classroom instruction and various team building activities and competitions, which are designed to contribute to the skill and enhance the dedication of the Company and franchise teams in addition to strengthening our corporate culture.  In addition to the centralized training at Ruby Tuesday University, we periodically conduct field training classes.  These field training classes have been held for team members, managers, general managers, and operations leadership.  The field classes partner the training team along with operational leadership to provide direct training and development in order to reach a large audience faster, and make an immediate impact on our team.

Further contributing to the training experience is the Ruby Tuesday LodgeSM, which is located on a wooded campus just minutes from the Restaurant Support Services Center.  The Ruby Tuesday Lodge serves as the lodging quarters and dining facility for those attending Ruby Tuesday University.  After a day of instruction, trainees have the opportunity to dine and socialize with fellow team members in a relaxed and tranquil atmosphere where they are fully immersed in our culture.  We believe our emphasis on training and retaining high quality restaurant managers is critical to our long-term success and we are committed to the ongoing development of our team members.

Research and Development

We do not engage in any material research and development activities.  However, we do engage in ongoing studies to assist with food and menu development.  Additionally, we conduct extensive consumer research to determine our customers’ preferences, trends, and opinions, as well as to better understand other competitive brands.

Raw Materials

We negotiate directly with our suppliers for the purchase of raw and processed materials and maintain contracts with select suppliers for both our Company-owned and franchised restaurants.  These contracts may include negotiations for distribution of raw materials under a cost plus delivery fee basis and/or specifications that maintain a term-based contract with a renewal option. If any major supplier or distributor is unable to meet our supply needs, we would negotiate and enter into agreements with alternative providers to supply or distribute products to our restaurants.

We use purchase commitment contracts to stabilize the potentially volatile prices of certain food commodities.  Because of the relatively short storage life of inventories, limited storage facilities at the restaurants, our requirement for fresh products and the numerous sources of goods, a minimum amount of inventory is maintained at our restaurants.  In the event of a disruption of supply, all essential food, beverage and operational products can be obtained from secondary vendors and alternative suppliers.  We believe these alternative suppliers can provide, upon short notice, items of comparable quality.

From time to time, we purchase lobster inventory in advance of our needs and store it in third-party facilities prior to our distributor taking possession of the inventory.  Once the lobster is moved to our distributor’s facilities, we transfer ownership to the distributor.  We later reacquire the inventory from our distributor upon its subsequent delivery to our restaurants.

Trade and Service Marks of the Company

We and our affiliates have registered certain trade and service marks with the United States Patent and Trademark Office, including the name “Ruby Tuesday.” RTI holds a license to use all such trade and service marks from our affiliates, including the right to sub-license the related trade and service marks. We believe that these and other related marks are of material importance to our business. Registration of the Ruby Tuesday trademark expires in our 2025 fiscal year, unless renewed. We expect to renew this registration at the appropriate time.

-7-

Seasonality

Our business is moderately seasonal.  Average unit volumes of our mall-based restaurants, which represent approximately 17% of our total restaurants as of June 2, 2015, are slightly higher during the winter holiday season.  Freestanding restaurant sales are generally higher in the spring and summer months.

Competition

Our business is subject to intense competition with respect to prices, services, locations, employees, and the types and quality of food.  We are in competition with other food service operations, with locally-owned restaurants, and other national and regional restaurant chains that offer the same or similar types of services and products as we do.  In times of economic uncertainty, restaurants also compete with grocery retailers as customers may choose to limit spending and eat at home.  Some of our competitors may be more established in the markets where our restaurants are or may be located.  Changes in consumer tastes, national, regional or local economic conditions, demographic trends, traffic patterns, and the types, numbers and locations of competing restaurants often affect the restaurant business.  There is active competition for personnel and for attractive commercial real estate sites suitable for restaurants.

Government Regulation

We and our franchisees are subject to various licensing requirements and regulations at both the state and local levels, related to zoning, land use, sanitation, alcoholic beverage control, and health and fire safety.  We have not encountered significant difficulties or failures in obtaining the required licenses or approvals that could delay the opening of a new restaurant or the operation of an existing restaurant nor do we presently anticipate the occurrence of any such difficulties in the future.  Our business is subject to various other regulations by federal, state and local governments, such as compliance with various health care, minimum wage, citizenship, and fair labor standards.  Compliance with these regulations has not had, and is not expected to immediately have, a material adverse effect on our operations.

We are subject to a variety of federal, state, and international laws governing franchise sales and the franchise relationship.  In general, these laws and regulations impose certain disclosure and registration requirements prior to the offer and sale of franchises.  Rulings of several state and federal courts and existing or proposed federal and state laws demonstrate a trend toward increased protection of the rights and interests of franchisees against franchisors.  Such decisions and laws may limit the ability of franchisors to enforce certain provisions of franchise agreements or to alter or terminate franchise agreements.  Due to the scope of our business and the complexity of franchise regulations, we may encounter minor compliance issues from time to time.  We do not believe, however, that any of these issues will have a material adverse effect on our business.

Environmental Compliance

Compliance with federal, state and local laws and regulations that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had, and is not expected to have a material effect on our capital expenditures, earnings or competitive position.

Personnel

As of June 2, 2015, we employed approximately 32,100 employees, including approximately 250 support center management and staff personnel.  We believe that our employee relations are good and that working conditions and employee compensation are comparable with our major competitors.  Our employees are not covered by a collective bargaining agreement.

Available Information

Through the “Investors” section of our website www.rubytuesday.com, we make available free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, as soon as it is reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). Our reports and other materials filed with the SEC are also available at www.sec.gov. We are not including the information contained on or available through the aforementioned websites as a part of, or incorporating such information into, this Annual Report on Form 10-K. In addition, copies of our corporate governance materials, including Audit Committee Charter, Executive Compensation Committee Charter, Governance Committee Charter, Code of Business Conduct and Ethics, Corporate Governance Guidelines, Whistleblower Policy, and Categorical Standards for Director Independence, are available on the web site, free

-8-

of charge.  We will make available on our web site any waiver of or substantive amendment to our Code of Business Conduct and Ethics within four business days following the date of such waiver or amendment.

A copy of the aforementioned documents will be made available without charge to all shareholders upon written request to the Company.  Shareholders are encouraged to direct such requests to our Investor Relations department at the Restaurant Support Services Center, 150 West Church Avenue, Maryville, Tennessee 37801.

Executive Officers

Our executive officers are appointed by and serve at the discretion of our Board of Directors. Information regarding our executive officers as of August 17, 2015, is provided below.

Name	Age	Position
James J. Buettgen	55	Chairman of the Board, President, and Chief Executive Officer
Brett A. Patterson	46	Ruby Tuesday Concept President
Jill M. Golder	53	Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary
Rhonda J. Parish	59	Chief Legal Officer and Secretary
David W. Skena	45	Chief Marketing Officer

Mr. Buettgen joined the Company in December 2012 as President and Chief Executive Officer.  On October 27, 2013, Mr. Buettgen was appointed by our Board of Directors to serve as Chairman of the Board.  Prior to joining the Company, Mr. Buettgen served as Senior Vice President, Chief Marketing Officer of Darden Restaurants, Inc. (“Darden”) from June 2011 to November 2012 and as Senior Vice President, New Business Development of Darden from May 2007 to June 2011.  Additionally, Mr. Buettgen served as President of Darden’s former Smokey Bones Barbeque & Grill concept from November 2004 to May 2007.  Prior to his tenure at Darden, among other positions, Mr. Buettgen served as Senior Vice President of Marketing and Brand Development for Brinker International, Inc., Senior Vice President of Marketing and Sales for Disneyland Resorts, a division of the Walt Disney Company, Senior Vice President of Marketing for Hollywood Entertainment Group, and held various marketing positions with General Mills, Inc.

Mr. Patterson joined the Company in July 2013 and was named Ruby Tuesday Concept President in July 2015.  Mr. Patterson served as Senior Vice President of Operations of the Company from September 2014 to July 2015 and served as Vice President of Operations from July 2013 to September 2014.  Prior to joining the Company, between 1997 and 2013, Mr. Patterson served in various roles of increasing responsibility with Darden including Director of Operations for Bahama Breeze, Vice President of Operations for LongHorn Steakhouse, and Senior Vice President of Operations for Olive Garden.

Ms. Golder joined the Company in April 2013 and was named Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary in June 2014.  Ms. Golder served as Senior Vice President, Finance, from April 2013 to June 2014.  Prior to joining the Company, Ms. Golder served as Chief Financial Officer for Cooper’s Hawk Winery & Restaurants from December 2012 to April 2013.  Prior to her tenure at Cooper’s Hawk Winery & Restaurants, Ms. Golder spent 23 years at Darden Restaurants, holding progressively responsible positions in finance.  During her last 10 years with Darden, Ms. Golder held the position of Senior Vice President, Finance.

Ms. Parish joined the Company in March 2015 as Chief Legal Officer and Secretary.  Prior to joining the Company, Ms. Parish served as Chief Legal, People and Risk Officer for Einstein Noah Restaurant Group from January 2010 to January 2015, and served as Executive Vice President, Chief Legal Officer and Secretary for Denny’s Corporation from July 1998 to July 2008.  Prior to her tenure with Denny’s Corporation, Ms. Parish held a number of executive positions, including Assistant General Counsel for Wal-Mart Stores, Inc.

Mr. Skena joined the Company in July 2015 as Chief Marketing Officer.  Prior to joining the Company, Mr. Skena served in various roles of increasing responsibility with PepsiCo, Inc. for the past nine years, most recently serving as Vice President of Premium and Value Brands.  Prior to his tenure with PepsiCo, Inc., among other positions, Mr, Skena served over six years at Kraft Foods, Inc. in brand management for multiple product lines.

-9-

Item 1A. Risk Factors

Our business and operations are subject to a number of risks and uncertainties.  Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.  If any of those risks actually occurs, our business, financial condition and results of operations would suffer.  The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements.  See “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K.

We may be unsuccessful in driving short- and long-term profitable sales growth through our brand repositioning efforts, which may negatively impact our financial results.

We are in the process of executing a strategic brand transformation of the Ruby Tuesday concept which is designed to make our brand more energetic, affordable, and broadly appealing.  We believe the execution of this strategy provides opportunities for increased customer counts, same-restaurant sales growth, and increased shareholder value.  Our brand transformation strategy is centered around enhancements in four key areas: menu, service, atmosphere, and communication.  This strategy involves numerous risks, and we may not be able to maintain the brand relevance and restaurant operating excellence required to achieve sustainable growth objectives with our Ruby Tuesday core brand.  For example, short-term sales growth could be negatively affected if we are unable to drive near term customer count growth, and long-term sales growth could be negatively affected if we fail to extend our brand in ways that are relevant to our customers.  A failure to define and deliver a clear, relevant brand that generates sustainable same-restaurant traffic growth and produces non-traditional sales and earnings growth opportunities, or a failure to evolve in-restaurant and brand support cost structures so that competitively strong sales growth results in stable and improving profit margins could have an adverse effect on our results of operations.

Competition may adversely affect our operations and financial results.

The restaurant industry is intensely competitive with respect to pricing, service, location, personnel, and type and quality of food.  We compete within each market with national and regional restaurant chains and locally-owned restaurants.  We also face growing competition as a result of the trend towards convergence in grocery, deli, and restaurant services, particularly in the supermarket industry which offers “convenient meals” in the form of improved entrées and side dishes from the deli section.  Some of our competitors may be better established in the markets where our restaurants are or may be located.  We also actively compete for management personnel and for attractive commercial real estate sites suitable for restaurants.  In addition, factors such as inflation, increased food, labor, equipment, fixture and benefit costs, and difficulty in attracting qualified management and hourly employees may adversely affect the restaurant industry in general and our restaurants in particular.

We may not be successful at operating profitable restaurants, which could lead to impairment and other losses.

The success of our core Ruby Tuesday concept and our Lime Fresh concept, is dependent upon operating profitable restaurants.  The profitability of our restaurants is dependent on numerous factors, including the following:

•   the ability to provide menu items with strong customer preference at attractive prices;

•   the ability to create and implement an effective marketing/advertising strategy;

•   the ability to adapt our brands in such a way that consumers see us as fresh and relevant;

•   the ability to timely and effectively meet customer demands and maintain our customer base;

•   the hiring, training, and retention of excellent restaurant managers and staff;

•   the ability to manage costs and prudently allocate capital resources;

•   the ability to achieve and/or maintain projected cost savings in a number of key areas, including labor, procurement, occupancy, and maintenance costs;

•   the ability to increase sales and improve margins following the opening of new restaurants; and

•   the ability to compete with other restaurants and retail businesses for desirable development sites, construction contractors, management personnel, hourly employees and other resources.

-10-

If we are unable to successfully manage these risks, we could face increased costs and lower than anticipated sales, cash flows, and earnings in future periods.  Declining cash flows in particular can have an unfavorable impact on the carrying value of our long-lived assets, which, under generally accepted accounting principles, are required to be reviewed whenever adverse events or changes in circumstances indicate a possible impairment.

Impairment charges recorded in fiscal years 2015, 2014, and 2013 are discussed in Note 7 to the Consolidated Financial Statements.  Further, as discussed within the Critical Accounting Policies section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations, at June 2, 2015 we had 52 restaurants that had been open for more than six full quarters with rolling 12-month negative cash flows of which 34 have been impaired to salvage value.

If market conditions deteriorate at either the restaurant store level or system-wide, or if our operating results decline further, we may be required to record additional impairment charges.

Litigation could have an adverse impact on our business and our financial performance.

We are subject to lawsuits, administrative proceedings, and claims that arise in the regular course of business.  These matters typically involve claims by customers, team members, and others regarding issues such as food borne illness, food safety, premises liability, “dram shop” statute liability, compliance with wage and hour requirements, work-related injuries, discrimination, harassment, wrongful termination, disability, and other operational issues common to the foodservice industry, as well as contract disputes and intellectual property infringement matters.  We could be adversely affected by negative publicity and litigation costs resulting from these claims, regardless of their validity.  Significant legal fees and costs in complex class action litigation or an adverse judgment or settlement that is not insured or is in excess of our insurance coverage could have an adverse effect on our financial position and results of operations.

Unfavorable publicity or a failure to respond effectively to adverse publicity, particularly on social media platforms, could harm our reputation and adversely impact our business and financial performance.

The good reputation of our restaurant concepts is a key factor in the success of our business.  Actual or alleged incidents at any of our restaurants could result in harmful negative publicity.  Even incidents occurring at restaurants operated by our competitors or in the supply chain generally could result in negative publicity that could harm the restaurant industry and thus, indirectly, our brands.  Negative publicity may result from: allegations of illegal, unfair or inconsistent employment practices; employee dissatisfaction; guest discrimination; illness; injury; or any other matter that could give rise to litigation.  Regardless of whether the allegations or complaints are valid, unfavorable publicity relating to a few of our restaurants, or even to a single restaurant, could adversely affect public perception of the entire brand.

Negative publicity also may result from the following: health concerns related to food safety and flu outbreaks; publication of government or industry findings concerning food products; environmental disasters; crime incidents; data privacy breaches; scandals involving our employees; or operational problems at our restaurants.  All of these concerns could make our brands and menu offerings less appealing to our guests and negatively affect our business.

In recent years there has been an increase in the use of social media platforms and similar devices which allow individuals access to a broad audience of consumers and other interested persons.  The availability of information on social media platforms is virtually immediate in its impact.  A variety of risks are associated with the use of social media, including the improper disclosure of proprietary information, negative comments about our Company, exposure of personally identifiable information, fraud, or outdated information.  The inappropriate use of social media platforms by our customers, employees, or other individuals could increase our costs, lead to litigation, or result in negative publicity that could damage our reputation.  If we are unable to quickly and effectively respond, we may suffer declines in customer traffic which could affect our financial condition and results of operations.

-11-

A lack of availability of suitable locations for new restaurants or a decline in the quality of the locations of our current restaurants may adversely affect our sales and results of operations.

The success of our restaurants depends in large part on their locations.  As demographic and economic patterns change, current locations may not continue to be attractive or profitable.  Possible declines in neighborhoods where our restaurants are located or adverse economic conditions in areas surrounding those neighborhoods could result in reduced sales in those locations.  In addition, desirable locations for new restaurant openings or for the relocation of existing restaurants may not be available at an acceptable cost when we identify a particular opportunity for a new restaurant or relocation.  The occurrence of one or more of these events could have a significant adverse effect on our sales and results of operations.

Food safety and food-borne illness concerns in our restaurants or throughout the industry or supply chain may have an adverse effect on our business by reducing demand and/or increasing costs.

Regardless of the source or cause, any report of food-borne illnesses and other food safety issues, whether at one of our restaurants or in the industry or supply chain generally, could have a negative impact on our traffic and sales and adversely affect our suppliers and distributors and, as a result, be out of our control.  Health concerns or outbreaks of disease in a food product could also reduce demand for particular menu offerings.  Even in instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the restaurant industry generally and adversely affect our sales.  The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins.

Any material failure, weakness, interruption or security breach of our information technology systems could prevent us from effectively operating our business.

We rely heavily on information systems across our operations and corporate functions, including point-of-sale processing in our restaurants, management of our supply chain, payment of obligations, collection of cash, data warehousing to support analytics, finance and accounting systems and other various processes and procedures, some of which are handled by third parties.  Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems.  The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems could result in delays in consumer service and reduce efficiency in our operations.  These problems could adversely affect our results of operations, and remediation could result in significant unplanned capital investments.  Additionally, our corporate systems and processes and corporate support for our restaurant operations are handled primarily at our Restaurant Support Services Center.  We have disaster recovery procedures and business continuity plans in place to address events of a crisis nature, including tornadoes and other natural disasters, and back up and off-site locations for recovery of electronic and other forms of data and information.  However, if we are unable to fully implement our disaster recovery plans, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations and other breakdowns in normal communication and operating procedures that could have a material adverse effect on our financial condition, results of operation and exposure to administrative and other legal claims.

We could be adversely affected if we fail to protect our customers’ credit card information or our employees’ personal data.

The majority of our restaurant sales are by credit or debit cards.  Other restaurants and retailers have experienced security breaches in which credit and debit card information or other personal information of their customers has been stolen.  We also maintain certain personal information regarding our employees.  Despite our implementation of security measures, all of our technology systems are vulnerable to internal and external security breaches, employee error or malfeasance, denial of service attacks, viruses, worms, and other disruptive problems caused by hackers and cyber criminals.  A breach in our systems that compromises the information of our consumers or employees could result in widespread negative publicity, damage to the reputation of our brands, a loss of consumers, and legal liabilities.

-12-

The potential for increases in key food, labor, energy, real estate and other costs may adversely affect our results of operations.

The performance of our restaurants depends on our ability to anticipate and react to changes in the price and availability of food, utilities, labor, marketing, insurance, real estate, and other commodities.  Prices may be affected due to supply, market changes, increased competition, the general risk of inflation, changes in laws, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons.  Increased prices or shortages could affect the cost and quality of the items we buy or require us to raise prices, limit our menu options, or implement alternative processes or products.  We cannot provide any assurance that we would be able to successfully offset increased costs by increasing menu prices or by other measures, as our ability to do so depends on a variety of factors, many of which are beyond our control.  As a result, these events, alone or in combination with other more general economic and demographic conditions, could impact our pricing and negatively affect our sales and profit margins.

The costs of compliance or noncompliance with government regulation related to our restaurant operations could adversely affect our business.

The restaurant industry is subject to extensive federal, state, local, and international laws and regulations, including but not limited to:

·   Federal and state laws governing minimum wages, health care, unionization, and other labor issues. These include the Fair Labor Standards Act of 1938 and requirements concerning overtime, paid or family leave, tip credits, working conditions, and safety standards.  They include the Immigration Reform and Control Act of 1986, which requires among other things the preparation of Form I-9 to verify that employees are authorized to accept employment in the United States.  They also include the Patient Protection and Affordable Care Act of 2010 which mandates minimum employee health care coverage and could significantly increase our employee health benefit costs over the coming years;

·   Building, zoning, land use, environmental, and other regulations and requirements that impact the development and operation of restaurants;

·   Licensing and regulation by state and local authorities relating to health, sanitation, safety, and fire standards and the sale of alcoholic beverages.  If we fail to comply with federal, state, or local regulations, our licenses may be revoked and we may be forced to close one or more of our restaurants;

·   "Dram Shop" statutes in certain states.  These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person;

·   Laws and regulations relating to the preparation and sale of food, including regulations regarding product safety, nutritional content, and menu labeling.  The Food and Drug Administration recently adopted final regulations to implement federal nutrition disclosure requirements.  If costs of implementing or complying with these new requirements exceed our expectations our results of operations could be adversely affected.   Furthermore, the effect of such labeling requirements on consumer choices, if any, is unclear;

·   Federal and state laws which prohibit discrimination, including employment discrimination, and other laws regulating the design and operation of facilities, such as the Americans with Disabilities Act.  Compliance with these laws and regulations can be costly and increase our exposure to litigation and governmental proceedings, and a failure or perceived failure to comply with these laws could result in negative publicity that could harm our reputation;

·   Federal, state and local laws governing the use, storage, discharge, emission, and disposal of hazardous materials.  There also has been increasing focus by United States and overseas governmental authorities on other environmental matters, such as climate change, the reduction of greenhouse gases, and water consumption.  This increased focus may lead to new initiatives directed at regulating a yet to be specified array of environmental matters, such as the emission of greenhouse gases, that could effectively impose a new or increased tax on the Company or its suppliers, which may pass the increased cost to the Company.  Legislative, regulatory, or other efforts to combat climate change or other environmental concerns could result in future increases in the cost of raw materials, taxes, transportation, and utilities, which could decrease our operating profits and necessitate future investments in facilities and equipment; and

·   Regulations throughout the world affecting the way we do business with our international franchisees.  These include antitrust and tax requirements, anti-boycott regulations, import/export/customs and other international

-13-

trade regulations, the USA Patriot Act, and the Foreign Corrupt Practices Act. Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could adversely affect our business and financial performance.

A failure to comply with these or other government regulations could adversely affect our financial condition and results of operations.

Shortages or interruptions in the availability and delivery of food and other products may increase costs or reduce revenues.

Possible shortages or interruptions in the supply of food items and other products to our restaurants caused by inclement weather and natural disasters such as floods, drought, earthquakes and hurricanes; the inability of our suppliers to obtain credit in a tight credit market or remain solvent given disruptions in the financial markets; food safety warnings or advisories or the prospect of such pronouncements; or other conditions beyond our control, could adversely affect the availability, quality, and cost of items we buy and the operations of our restaurants.  Our inability to effectively manage supply chain risk could increase our costs and limit the availability of products critical to our restaurant operations.

In addition, we have a limited number of suppliers for our major products and rely on one custom distribution company for our national distribution program in the U.S.  If our suppliers or custom distributor are unable to fulfill their obligations under their contracts or we are unable to develop or maintain relationships with these or new suppliers or distributors, if needed, we could encounter supply shortages and incur higher costs.

Ineffective or increased costs of advertising and marketing may negatively affect our financial and operational success.

If our advertising and promotions become less effective than those of our competitors, or more costly, or if we do not adequately develop or utilize technology and data analytic capabilities needed to generate concise competitive insight, we could experience an adverse effect on our results of operations.  A failure to sufficiently innovate, develop customer relationship initiatives, or maintain adequate and cost-effective advertising could inhibit our ability to maintain brand relevance and drive increased sales.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The indenture governing our senior unsecured notes, the agreement governing our December 2013 four-year revolving credit agreement (the “Senior Credit Facility”), and our mortgage loan obligations contain various covenants that limit our ability to engage in specified types of transactions, including transactions that may be in our long-term best interest.  These covenants limit our ability to, among other things:

•   make certain investments, including investments in our restaurant facilities;

•   incur or guarantee additional indebtedness;

•   declare or pay dividends, redeem stock or make other distributions to stockholders;

•   create liens or use assets as security in other transactions;

•   merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

•   enter into transactions with affiliates; and

•   sell or transfer certain assets.

Additionally, the agreement governing the Senior Credit Facility and our mortgage loan obligations require us to maintain certain financial ratios.  A breach of any of these covenants could result in a default under the indenture and the Senior Credit Facility, which could have a material adverse effect on us.  We may also be unable to take advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under our indebtedness.

-14-

Our ability to raise capital in the future may be limited or become more costly, which could make us unable to fund our capital requirements.

As of June 2, 2015, we had $245.0 million of outstanding indebtedness, including $215.0 million of senior unsecured notes.  Our substantial indebtedness could have any or all of the following consequences:

•   there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed;

•   it may limit our ability to borrow money or sell stock to fund our working capital, capital expenditures, and debt service requirements;

•   a substantial portion of our cash flow from operations could be dedicated to the repayment of our indebtedness and would not be available for other purposes;

•   it may limit our flexibility in planning for, or reacting to, changes in our business;

•   we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; and

•   it may make us more vulnerable to a downturn in our business or the economy.

In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both.  Additional financing may not be available on favorable terms or at all.  If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements.

Loss of key management personnel could hurt our business and limit our ability to operate and grow successfully.

Our success depends, to a significant extent, on our leadership team and other key management personnel.  These personnel serve to maintain a corporate vision for our Company, execute our business strategy, and maintain consistency in the operating standards of our restaurants.  If we are unable to attract and retain sufficiently experienced and capable management personnel, our business and financial results may suffer.

A material weakness in our internal control over financial reporting could significantly affect our financial results.

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of external financial reports in accordance with accounting principles generally accepted in the United States of America.  Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud.  Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.  A significant financial reporting failure or material weakness in internal control over financial reporting could cause a loss of investor confidence and declines in the market price of our common stock.

Future deterioration or prolonged difficulty in economic conditions could adversely affect our business, results of operations, liquidity, and capital resources.

Job losses, foreclosures, bankruptcies, and falling home prices could cause customers to make fewer discretionary purchases, which could cause a decrease in our customer traffic and our average profit per transaction, which would in turn negatively affect our results of operations.  In addition, if gasoline, natural gas, electricity and other energy costs increase, and credit card, home mortgage, and other borrowing costs increase with rising interest rates, our customers may have lower disposable income and reduce the frequency with which they dine out, spend less on each dining out occasion, or choose more inexpensive restaurants.  Unfavorable changes in the above factors or in other business and economic conditions affecting our customers could increase our costs, reduce traffic in some or all of our restaurants, or impose practical limits on pricing, any of which could lower our profit margins and have a material adverse effect on our financial condition and results of operations.

-15-

Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impact our profitability.

We self-insure a significant portion of expected losses under our health, workers’ compensation, certain types of general liability claims, employment practices liability, and property insurance programs.  However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure, including wage and hour claims.  These losses, if they occur, could have a material and adverse effect on our business and results of operations.  Unanticipated changes in the actuarial assumptions and management estimates underlying our reserves for these losses could result in materially different amounts of expense under these programs, which could have a material adverse effect on our financial condition, results of operations and liquidity.  Additionally, if our insurance costs increase, there can be no assurance that we will be able to successfully offset the effect of such increases and our results of operations may be adversely affected.

Changing health or dietary preferences may cause consumers to avoid our products in favor of alternative foods.

Consumer tastes, demographic trends, and health needs could reduce sales.  For instance, if prevailing health or dietary preferences cause consumers to avoid certain menu items we offer in favor of foods that are perceived as more healthy, our business and operating results could be harmed.  The increasing prevalence of food allergies and other dietary restrictions or preferences, for example, may cause consumers to choose to dine out less frequently or choose other restaurants with different menu options.

Adverse weather conditions, natural disasters, and terrorism could adversely affect our results of operations.

Adverse weather conditions and natural disasters and other unforeseen events, such as winter storms, severe temperatures, thunderstorms, floods, hurricanes and earthquakes, terror attacks, war and widespread/pandemic illness, and the effects of such events on economic conditions and consumer spending patterns, could negatively impact our results of operations.  Temporary and prolonged restaurant closures may occur and customer traffic may decline due to the actual or perceived effects from these events.

Changes in financial accounting standards or management assumptions related to complex accounting matters could significantly affect our financial results.

A change in accounting standards can have a significant effect on our reported results and may affect our reporting of transactions completed before the change is effective.  Additionally, our assumptions, estimates, and judgments related to complex accounting matters could significantly affect our financial results.  Significant accounting judgments relevant to our business, include but are not limited to, impairment of long-lived assets, income tax matters, lease obligations, share-based compensation, and self-insured losses.  Changes in accounting standards or changes in underlying assumptions, estimates, and judgments by our management could significantly change our reported or expected financial performance.

Changes in tax laws and unanticipated tax liabilities could adversely affect the taxes we pay and our profitability.

We are subject to income and other taxes in the United States and certain foreign jurisdictions. Our effective income tax rate in the future could be adversely affected by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the outcome of income tax audits. Although we believe our tax estimates are reasonable, the final determination of tax audits could be materially different from our historical income tax provisions and accruals. The results of a tax audit could have a material effect on our results of operations or cash flows in the period or periods for which that determination is made. In addition, our effective income tax rate and our results may be impacted by our ability to realize deferred tax benefits and by any increases or decreases of our valuation allowances applied to our existing deferred tax assets.

Item 1B. Unresolved Staff Comments

None.

-16-

Item 2. Properties

Information regarding the locations of our restaurants is shown in the list below.  Of the 677 Company-owned and operated restaurants as of June 2, 2015, we owned the land and buildings for 303 restaurants, owned the buildings and held non-cancelable long-term land leases for 257 restaurants, and held non-cancelable leases covering land and buildings for 117 restaurants.  Our Restaurant Support Services Center in Maryville, Tennessee, which was opened in fiscal year 1998, consists of two office buildings owned by the Company.  During fiscal year 2015, we opened a leased satellite office in Orlando, Florida.

Additional information concerning our properties and leasing arrangements is included in Note 5 to the Consolidated Financial Statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.

Under our franchise agreements, we have certain rights to gain control of a restaurant site in the event of default under the franchise agreements.

Ruby Tuesday Concept

The following table lists the locations of the Company-owned and franchised Ruby Tuesday restaurants as of June 2, 2015.

	Number of Ruby Tuesday Restaurants
State	Company	Franchise	Total
Domestic:
Alabama	36	–	36
Arizona	4	–	4
Arkansas	7	–	7
Colorado	9	–	9
Connecticut	14	–	14
Delaware	6	–	6
Florida	68	1	69
Georgia	46	–	46
Idaho	–	1	1
Illinois	3	11	14
Indiana	12	–	12
Iowa	1	2	3
Kansas	1	–	1
Kentucky	8	–	8
Louisiana	3	–	3
Maine	10	–	10
Maryland	30	–	30
Massachusetts	9	–	9
Michigan	23	1	24
Minnesota	12	–	12
Mississippi	8	–	8
Missouri	25	–	25
Nebraska	6	–	6
Nevada	1	–	1
New Hampshire	3	–	3
New Jersey	26	1	27
New Mexico	–	1	1
New York	29	–	29
North Carolina	53	–	53
North Dakota	–	4	4

-17-

Ohio	29	–	29
Oklahoma	–	1	1
Oregon	3	–	3
Pennsylvania	40	–	40
Rhode Island	2	–	2
South Carolina	31	–	31
South Dakota	–	4	4
Tennessee	31	–	31
Texas	1	1	2
Utah	1	–	1
Virginia	58	–	58
West Virginia	8	–	8
Wisconsin	1	1	2
Total Domestic	658	29	687

	Number of Ruby Tuesday Restaurants
Country	Company	Franchise	Total
International:
Canada	–	1	1
Chile	–	10	10
Egypt	–	5	5
El Salvador	–	1	1
Guam*	–	1	1
Hawaii*	–	5	5
Honduras	–	1	1
Hong Kong	–	8	8
Iceland	–	2	2
Kuwait	–	6	6
Panama	–	1	1
Romania	–	2	2
Saudi Arabia	–	2	2
Trinidad	–	3	3
United Kingdom	–	1	1
Total International	–	49	49
	658	78	736
* Guam and Hawaii are treated as international locations for internal purposes.

-18-

Lime Fresh

The following table lists the locations of the Company-owned and domestic franchised Lime Fresh concept restaurants as of June 2, 2015.

	Number of Lime Fresh Restaurants
State	Company	Franchise	Total
Alabama	1	–	1
Florida	11	6	17
North Carolina	3	–	3
Ohio	2	–	2
Texas	–	1	1
Virginia	1	–	1
Washington, DC	1	–	1
Total	19	7	26

Item 3. Legal Proceedings

We are presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of business, including claims relating to injury or wrongful death under “dram shop” laws, workers’ compensation and employment matters, claims relating to lease and contractual obligations, and claims from customers alleging illness or injury.  We provide reserves for such claims when payment is probable and estimable in accordance with U.S. generally accepted accounting principles.  At this time, in the opinion of management, the ultimate resolution of pending legal proceedings will not have a material adverse effect on our consolidated operations, financial position or cash flows.

On July 23, 2014, a case styled Kimberly LaFrance, et al. v. Ruby Tuesday, Inc., was filed against the Company in the State of New York Supreme Court, County of Onondaga on behalf of the plaintiff and all other similarly situated individuals.  The plaintiff is alleging violations of certain wage notice requirements under New York law and is seeking wages, liquidated damages and attorneys’ fees.  The matter has been removed to the United States District Court for the Northern District of New York.  On November 20, 2014, we filed a motion to dismiss, which was followed by motions filed by the plaintiff on December 29, 2014, for class certification, and on December 31, 2014, for partial summary judgment.  The parties agreed to mediate the case, and on March 5, 2015, the court stayed all deadlines in the matter pending the completion of mediation.  On August 5, 2015, the parties agreed to resolve the matter, but the agreement requires court approval and will take several months to finalize.  We believe that we have accrued an appropriate amount based on the agreement in principle.

See Note 12 to the Consolidated Financial Statements appearing in Part II, Item 8 of this Annual Report on Form 10-K, for more information about our legal proceedings as of June 2, 2015.

Item 4. Mine Safety Disclosures

Not applicable.

-19-

PART II

Item 5. Market for Registrant's Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity and Related Stockholder Matters

Ruby Tuesday, Inc. common stock is publicly traded on the New York Stock Exchange under the ticker symbol RT.

The following table sets forth the reported high and low intraday prices of our common stock and cash dividends paid thereon for each quarter during fiscal years 2015 and 2014.

Fiscal Year Ended June 2, 2015							Fiscal Year Ended June 3, 2014
					Per Share							Per Share
					Cash							Cash
Quarter	High		Low		Dividends		Quarter	High		Low		Dividends
First	$	8.13	$	5.43		--	First	$	9.90	$	7.03		--
Second	$	8.57	$	5.72		--	Second	$	7.96	$	5.40		--
Third	$	8.39	$	5.73		--	Third	$	7.68	$	5.14		--
Fourth	$	7.65	$	5.92		--	Fourth	$	8.22	$	5.17		--

As of August 12, 2015, there were approximately 2,671 holders of record of the Company’s common stock.

Our Board of Directors has approved a dividend policy as an additional means of returning capital to our shareholders.  Thepayment of a dividend in any particular future period and the actual amount thereof remains at the discretion of the Board of Directors and is restricted by the covenants of certain of our debt agreements.  Our last dividend was paid on August 7, 2007 and no assurance can be given that dividends will be paid in the future.

Issuer Purchases of Equity Securities

The following table includes information regarding purchases of our common stock made by us during the fourth fiscal quarter ending June 2, 2015:

	(a)		(b)		(c)		(d)
	Total number		Average		Total number of shares		Maximum number of shares
	of shares		price paid		purchased as part of publicly		that may yet be purchased
Period	purchased (1)		per share		announced plans or programs (1)		under the plans or programs (2)
Month #1
(March 4 to April 7)		–	$	–		–		11,764,096
Month #2
(April 8 to May 5)		–		–		–		11,764,096
Month #3
(May 6 to June 2)		–		–		–		11,764,096
Total		–	$	–		–

(1) No shares were repurchased other than through our publicly-announced repurchase programs and authorizations during our fiscal year ended June 2, 2015.

(2) As of June 2, 2015, 11.8 million shares remained available for purchase under existing programs, which consists of 1.8 million shares remaining under a July 11, 2007 authorization by the Board of Directors to repurchase 6.5 million shares and a January 8, 2013 authorization by the Board of Directors, not yet begun, to repurchase 10.0 million shares.  The timing, price, quantity, and manner of the purchases to be made are at the discretion of management upon instruction from the Board of Directors, depending upon market conditions.  The repurchase of shares in any particular future period and the actual amount thereof remain at the discretion of the Board of Directors, and no assurance can be given that shares will be repurchased in the future.

-20-

Stock Performance Graph

The following chart and table compare the cumulative total return of the Company’s common stock with the cumulative total return of the NYSE Composite Index and a peer group consisting of companies included in the same standard industrial classification (“SIC”) industry group as the Company’s business (SIC industry group 5812, Eating Places). The graph assumes the values of the investment in our common stock and each index was $100 at June 1, 2010 and that all dividends were reinvested.

	06/01/2010		05/31/2011		06/05/2012		06/04/2013		06/03/2014		06/02/2015
Ruby Tuesday, Inc.	$	100.00	$	101.92	$	65.38	$	91.35	$	73.94	$	59.23
NYSE Composite Index	$	100.00	$	130.59	$	116.33	$	151.87	$	180.05	$	189.80
Peer Group Index (SIC	$	100.00	$	132.66	$	147.19	$	170.03	$	189.83	$	195.95
5812 – Eating Places)

-21-

Item 6. Selected Financial Data

Summary of Operations

(In thousands except per-share data)

	Fiscal Year
	2015			2014			2013			2012			2011
Revenue:
Restaurant sales and operating revenue	$	1,120,142		$	1,162,423		$	1,245,226		$	1,306,025		$	1,254,026
Franchise revenue		6,424			6,323			6,261			5,738			7,147
Total revenue	$	1,126,566		$	1,168,746		$	1,251,487		$	1,311,763		$	1,261,173
(Loss)/income from continuing operations
before income taxes	$	(5,105	)	$	(69,575	)	$	(21,934	)	$	(8,626	)	$	57,118
(Benefit)/provision for income taxes from
continuing operations		(1,911	)		(4,665	)		1,500			(12,152	)		7,563
(Loss)/income from continuing operations		(3,194	)		(64,910	)		(23,434	)		3,526			49,555
Income/(loss) from discontinued operations, net
of tax (a)		–			564			(15,979	)		(3,714	)		(2,677	)
Net (loss)/income	$	(3,194	)	$	(64,346	)	$	(39,413	)	$	(188	)	$	46,878
Basic (loss)/earnings per share:
(Loss)/income from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)	$	0.06		$	0.77
Income/(loss) from discontinued operations		–			0.01			(0.27	)		(0.06	)		(0.04	)
Net (loss)/earnings per share	$	(0.05	)	$	(1.07	)	$	(0.65	)	$	(0.00	)	$	0.73
Diluted (loss)/earnings per share:
(Loss)/income from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)	$	0.06		$	0.76
Income/(loss) from discontinued operations		–			0.01			(0.27	)		(0.06	)		(0.04	)
Net (loss)/earnings per share	$	(0.05	)	$	(1.07	)	$	(0.65	)	$	(0.00	)	$	0.72
Weighted average common and common
equivalent shares:
Basic		60,580			60,231			61,040			62,916			64,029
Diluted		60,580			60,231			61,040			63,508			64,948

Fiscal years 2015, 2014, 2013, and 2011 each include 52 weeks. Fiscal year 2012 includes 53 weeks. The extra week in fiscal year 2012 added

$22.9 million to revenue and $0.03 to diluted earnings per share.

(a) See Note 3 to the Consolidated Financial Statements for a discussion of our discontinued operations.

-22-

	Fiscal Year
		2015			2014			2013			2012			2011
Other Data
Cash dividends per share of common stock	$	–		$	–		$	–		$	–		$	–
Number of Company-owned Ruby Tuesday
restaurants		658			668			706			714			750
Company-owned Ruby Tuesday same-
restaurant sales change		(0.5	)%		(5.3	)%		(1.0	)%		(4.5	)		0.9	%
Number of Company-owned Lime Fresh
restaurants		19			20			18			13			–
Balance Sheet Data (at year end):
Total assets	$	929,391		$	956,427		$	1,043,183		$	1,173,537		$	1,187,026
Long-term debt and capital leases, less current
maturities	$	234,173		$	253,875		$	290,515		$	314,209		$	329,184
Shareholders’ equity	$	465,583		$	461,209		$	516,835		$	576,224		$	591,713
Statement of Operations Data:
Closures and impairments, net (b)	$	10,542		$	32,831		$	14,656		$	16,751		$	4,175
Goodwill and trademark impairments (b)	$	–		$	855		$	14,058		$	16,919		$	–
Interest expense, net	$	22,735		$	24,945		$	26,576		$	23,312		$	13,508
Cash Flow Data:
Net cash provided/(used) by:
Operating activities	$	54,911		$	45,375		$	35,954		$	112,251		$	116,292
Investing activities	$	(17,497	)	$	(6,203	)	$	22,113		$	(33,755	)	$	(24,492	)
Financing activities	$	(13,409	)	$	(40,753	)	$	(53,344	)	$	(40,034	)	$	(91,647	)
Purchases of property and equipment	$	31,010		$	28,339		$	37,117		$	37,966		$	26,684

(b) See Note 7 to the Consolidated Financial Statements for a description of closures and impairments expenses in fiscal years 2015, 2014, and 2013 and discussion of the goodwill and trademark impairments in fiscal years 2014 and 2013.

-23-

Item 7. Management's Discussion and Analysis

of Financial Condition and Results of Operations

Introduction

Ruby Tuesday, Inc., including its wholly-owned subsidiaries (“RTI,” the “Company,” “we” and/or “our”), owns and operates Ruby Tuesday® casual dining and Lime Fresh Mexican Grill® (“Lime Fresh”) fast casual restaurants.  We also franchise the Ruby Tuesday and Lime Fresh concepts in select domestic and international markets.  As of June 2, 2015, we owned and operated 658 Ruby Tuesday restaurants located in 38 states.  Our franchisees operated 29 domestic and 49 international Ruby Tuesday restaurants in 13 states, Guam, and 13 foreign countries.  The Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest regions of the United States.  We consider these regions to be our core markets.

As of June 2, 2015, there were 19 Company-owned and operated Lime Fresh restaurants, as well as seven domestic Lime Fresh restaurants operated by franchisees.

Our same-restaurant sales for Company-owned Ruby Tuesday restaurants decreased 0.5% in fiscal year 2015 compared to fiscal year 2014, and our diluted loss per share was $0.05 in fiscal year 2015 compared to diluted loss per share of $1.07 in fiscal year 2014.  Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we discuss our fiscal year 2015 financial results in detail, provide insight for fiscal years 2014 and 2013, as well as discuss known events, uncertainties, and trends.  We believe our commentary provides insight as to the factors which impacted our performance.  We remind you, that, in order to best obtain an understanding of our financial performance during the last three fiscal years, this MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes appearing in Part II, Item 8 of this Annual Report on Form 10-K.

References to franchise system revenue contained in this section are presented solely for the purposes of enhancing the investor's understanding of the franchise system, which includes our traditional domestic and international franchisees.  Franchise system revenue is not included in, and is not, revenue of Ruby Tuesday, Inc.  However, we believe that such information does provide the investor with a basis for a better understanding of our revenue from franchising activities, which includes royalties.  Franchise system revenue contained in this section is based upon or derived from information that we obtain from our franchisees in our capacity as franchisor.

Overview and Strategies

The bar and grill segment of the casual dining industry in which we primarily operate is intensely competitive with respect to prices, services, convenience, locations, employees, advertising and promotion, and the types and quality of food.  We compete with other food service operations, including locally-owned restaurants, and other national and regional restaurant chains that offer similar types of services and products as we do.  We continue to believe there are opportunities to grow our business, strengthen our competitive position, enhance our profitability, and create value through the execution of the following strategies:

Enhancing Our Business Model

Over the past year, we made significant progress towards lowering our overall cost structure with identified reductions in cost of goods sold, payroll and related costs, and selling, general, and administrative expenses.  In April 2014, we implemented a new labor management system to facilitate more efficient staffing that is contributing to lower labor costs.  Further, we are in the process of implementing enhanced business processes and capabilities, such as an inventory/food waste management system that should benefit our business model by reducing food waste and manager time on inventory management leading to a better customer experience and improved profitability.  We believe there is opportunity to further improve our business model with a continued focus on improving our restaurant level margins through the implementation of business technology platforms and through a continued focus on lowering our overall cost structure.

-24-

Enhance Sales and Margins Through Repositioning of Our Core Brand

We are in the process of executing a strategic brand transformation of the Ruby Tuesday concept which is designed to make our brand more energetic, affordable, and broadly appealing.  We believe the execution of this strategy provides opportunities for increased customer counts, same-restaurant sales growth, and increased shareholder value.  Our brand transformation is supported by four key pillars: food, service, atmosphere, and communication.

As part of our transformation strategy, we have taken what we believe to be meaningful steps to improve our food, customer experience, organizational capabilities, and business model.  We continue to transform our menu to be broadly appealing, approachable, and affordable by offering compelling value throughout the menu at a wide-range of price points.  Our intent is to incorporate customer feedback to continue to evolve our menu as well as to promote menu items that customers find highly satisfying.

Enhancing our service is also a critical component of our brand transformation strategy.  As we introduced new menu and culinary platforms, we also simplified recipes and operational processes which we believe will result in better and more consistent food and service execution.  Further, in January 2015, we rolled-out a new service training platform which encourages our restaurant teams to provide a genuine, customized experience to our customers while also reinforcing techniques to build add-on sales for beverages, appetizers and desserts.

To further enhance the atmosphere of our restaurants, we also introduced more casual and colorful new team uniforms and have evolved the menu design, both of which better reflect our brand personality.  In addition, we are currently developing a remodel plan and we expect to begin testing prototypes in fiscal year 2016 to determine sales building potential, cost effectiveness, and return on investment.  We believe these combined changes will deliver an improved customer experience and create a more energetic dining atmosphere for our customers.

The fourth pillar of our brand transformation strategy is our communication and marketing programs.  The program is designed to reshape consumer perceptions of the Ruby Tuesday brand and enhance our Fresh American Grill positioning by showcasing our brand personality in a fresh and energetic way, featuring compelling new food products, highlighting the freshness and variety of our Garden Bar, and effectively communicating value and affordability.  We continue to build key capabilities in our marketing organization, strengthen our culinary innovation pipeline, and become more efficient, expansive and cost-effective with our marketing spend including leveraging digital and social media platforms.

The four key areas of menu, service, atmosphere, and communication will continue to be foundational drivers of our brand transformation and key to building a stronger business model.  We expect the culmination of the four pillars working fluidly together in conjunction with engaged restaurant and support teams will ultimately drive customer counts, sales, and average check.

Strengthen our Balance Sheet to Facilitate Growth and Value Creation

Our objective over the next several years is to grow our net cash provided by operating activities, which will provide us with funds that can be used to reinvest in our restaurants to support the business.  We also plan to continue to reduce outstanding debt levels in order to improve our credit metrics to ensure access to capital at reasonable rates while providing flexibility for overall business needs and economic conditions.  Our success in the key strategic initiatives outlined above should enable us to improve both our returns on assets and equity and create additional shareholder value.

During the second quarter of fiscal year 2014, we entered into a four-year $50.0 million revolving credit agreement (the “Senior Credit Facility”).  Our Senior Credit Facility, which is secured by substantially all of the shares of capital stock of the Company’s subsidiaries, real property, improvements and fixtures of 49 Ruby Tuesday restaurants, and substantially all of the personal property of the Company and each of its present and future subsidiaries, was obtained to provide access to capital for general corporate purposes and provides us with more covenant flexibility than our previous revolving credit facility.  The Senior Credit Facility has a $35.0 million accordion feature which provides us with additional liquidity if needed.  Aside from the $12.5 million allocated to letters of credit issued primarily in conjunction with our insurance programs, the $50.0 million revolving Senior Credit Facility has remained undrawn.

-25-

Results of Operations

Ruby Tuesday Restaurants

The table below presents the number of Ruby Tuesday concept restaurants at each fiscal year end from fiscal 2011 through fiscal 2015:

Fiscal Year	Company-Owned	Domestic Franchise	International  Franchise	Total
2015	658	29	49	736
2014	668	31	48	747
2013	706	33	44	783
2012	714	36	43	793
2011	750	43	53	846

Other Concept Restaurants

The table below presents the number of other concept restaurants at each fiscal year end from fiscal 2011 through fiscal 2015:

		Lime Fresh		Restaurants in
Fiscal Year	Company-Owned	Franchise*	Total Lime Fresh	Discontinued Concepts**
2015	19	7	26	–
2014	20	6	26	–
2013	18	6	24	–
2012	13	4	17	14
2011	–	–	–	4

*Fiscal 2013 includes one international Lime Fresh franchise restaurant.

**Discontinued concepts include Marlin & Ray’s, Truffles, and Wok Hay.

During fiscal 2015:

·   Same-restaurant sales* at Company-owned Ruby Tuesday restaurants decreased 0.5% as compared to the prior year, while same-restaurant sales at domestic franchise Ruby Tuesday restaurants increased 4.7%;

·   One Company-owned Ruby Tuesday restaurant was opened and 11 were closed;

·   Six franchised Ruby Tuesday restaurants were opened and seven were closed;

·   One Company-owned Lime Fresh restaurant was closed;

·   Two franchised Lime Fresh restaurants were opened and one was closed;

·   We prepaid and retired ten mortgage loan obligations for $9.0 million plus prepayment penalties of $1.0 million and negligible accrued interest;

·   John Connelly was appointed Senior Vice President and Chief Marketing Officer on December 29, 2014 and left the Company on April 27, 2015;

·   Scarlett A. May, our former Senior Vice President, Chief Legal Officer, and Secretary, left the Company on December 12, 2014;

·   Rhonda J. Parish was appointed Chief Legal Officer on March 16, 2015 and Secretary on April 8, 2015;

·   Michael O. Moore stepped down as our Chief Financial Officer on June 26, 2014 and Jill M. Golder was appointed Executive Vice President, Chief Financial Officer, and Treasurer on the same date.  Mr. Moore retired from the Company on August 4, 2014;

·   Jeffrey C. Wood, our former Senior Vice President and Chief Development Officer, left the Company on July 24, 2014, and

·   On July 25, 2015, Todd A. Burrowes voluntarily resigned as the Company's President, Ruby Tuesday Concept and Chief Operations Officer.  Then, on July 27, 2015, Brett A Patterson, our then Senior Vice President of Operations, was appointed Ruby Tuesday Concept President.

-26-

During fiscal 2014:

·   Same-restaurant sales* at Company-owned Ruby Tuesday restaurants decreased 5.3%, while same-restaurant sales at domestic franchise Ruby Tuesday restaurants decreased 3.0%;

·   Incurred severance, payroll tax, share-based compensation, and other charges of $4.3 million in connection with the elimination of management and staff personnel at our Restaurant Support Services Center, including approximately 82 positions since November;

·   Four Company-owned Lime Fresh restaurants were opened and two were closed;

·   38 Company-owned Ruby Tuesday restaurants were closed, including two as a result of severe weather in Pensacola, Florida;

·   Two franchised Lime Fresh restaurants were opened and two were closed;

·   Seven franchised Ruby Tuesday restaurants were opened and five were closed;

·   We replaced our $200.0 million credit facility with the $50.0 million Senior Credit Facility;

·   We repurchased $20.0 million of our 7.625% senior notes due 2020 (the “Senior Notes”). The repurchases settled for $20.0 million plus $0.2 million of accrued interest. We realized losses of $0.7 million on these transactions;

·   We prepaid and retired 18 mortgage loan obligations for $14.9 million plus prepayment penalties of $1.1 million and accrued interest of $0.1 million;

·   Our President and Chief Executive Officer, James J. Buettgen, was appointed Chairman of the Board of Directors and Stephen Sadove was appointed Lead Director in connection with the resignation of Matthew Drapkin from the Board;

·   We appointed Mark Addicks and Donald Hess to the Board of Directors;

·   Our former Executive Vice President, Chief Operations Officer, Kimberly Grant, left the Company on June 7, 2013 and Todd Burrowes was appointed President – Ruby Tuesday Concept and Chief Operations Officer on June 11, 2013; and

·   Our former Senior Vice President, Chief People Officer, Robert LeBoeuf, left the Company on October 30, 2013.

* We define same-restaurant sales as a year-over-year comparison of sales volumes for restaurants that, in the current year have been open at least 18 months, in order to remove the impact of new openings in comparing the operations of existing restaurants.

Restaurant Sales

Restaurant sales in fiscal year 2015 decreased 3.6% from fiscal year 2014 for Company-owned restaurants and increased 5.8% for domestic and international franchised restaurants as explained below.  The tables presented below reflect restaurant sales for the last five fiscal years, and other revenue information for the last three fiscal years.

Restaurant Sales (in millions):

	Ruby Tuesday Concept				Lime Fresh Concept
Fiscal Year	Company-Owned		Franchise (a)		Company-Owned		Franchise (a)
2015	$	1,100.7	$	171.7	$	19.4	$	15.3
2014		1,141.8		162.2		20.7		14.5
2013		1,229.1		158.0		16.1		12.0
2012		1,302.7		172.6		3.3		1.6
2011		1,254.0		289.4		–		–

(a)   Includes sales of all domestic and international franchised Ruby Tuesday and Lime Fresh restaurants.

Other Revenue Information:

	2015		2014		2013
Company restaurant sales (in thousands)
Ruby Tuesday concept	$	1,100,702	$	1,141,771	$	1,229,097
Lime Fresh concept		19,440		20,652		16,129
Total restaurant sales	$	1,120,142	$	1,162,423	$	1,245,226
Company restaurant sales growth-percentage		(3.6)%		(6.6)%		(4.7)%

-27-

	2015		2014		2013
Franchise revenue (in thousands)
Ruby Tuesday concept	$	5,602	$	5,577	$	5,633
Lime Fresh concept		822		746		628
Total franchise revenue (a)	$	6,424	$	6,323	$	6,261
Franchise revenue growth-percentage		1.6%		1.0%		9.1%
Total revenue (in thousands)
Ruby Tuesday concept	$	1,106,304	$	1,147,348	$	1,234,730
Lime Fresh concept		20,262		21,398		16,757
Total revenue	$	1,126,566	$	1,168,746	$	1,251,487
Total revenue growth-percentage		(3.6)%		(6.6)%		(4.6)%
Ruby Tuesday concept same-restaurant sales growth
percentage		(0.5)%		(5.3)%		(1.0)%
Company average unit volumes	$1.66 million		$1.67 million		$1.73 million
Company average unit volumes growth percentage		(0.1)%		(3.8)%		(0.8)%

(a)   Franchise revenue includes royalty, license, and development fees paid to us by our franchisees, exclusive of support service fees of $1.3 million, $1.0 million, and $0.9 million, in fiscal years 2015, 2014, and 2013, respectively, which are recorded as an offset to selling, general, and administrative expenses.

Our Company restaurant sales and operating revenue for the year ended June 2, 2015 decreased 3.6% to $1,120.1 million compared to the prior fiscal year.  This decrease is primarily a result of restaurant closings since the prior fiscal year coupled with a 0.5% decrease in same-restaurant sales at Company-owned Ruby Tuesday restaurants.  The decrease in Ruby Tuesday concept same-restaurant sales is attributable to a 1.4% decrease in customer traffic offset by a 1.0% increase in net check since the prior fiscal year.

Our Company restaurant sales and operating revenue for the year ended June 3, 2014 decreased 6.6% to $1,162.4 million compared to fiscal year 2013.  This decrease is primarily a result of a 5.3% decrease in same-restaurant sales at Company-owned Ruby Tuesday restaurants, offset by an increase in Lime Fresh concept revenues of $4.6 million due in part to a net increase of two Lime Fresh restaurants since fiscal year 2013.  The decrease in Ruby Tuesday concept same-restaurant sales is attributable to lower customer counts coupled with a decrease in average net check during fiscal year 2014 compared to fiscal year 2013.

Franchise development and license fees received are recognized when we have substantially performed all material services and the restaurant has opened for business.  Franchise royalties (generally 4.0% of monthly sales for franchised Ruby Tuesday concept restaurants and 5.25% of monthly sales for franchised Lime Fresh concept restaurants) are recognized as franchise revenue on the accrual basis.  Franchise revenue increased 1.6% to $6.4 million in fiscal year 2015 and 1.0% to $6.3 million in fiscal year 2014.  Franchise revenue is predominantly comprised of domestic and international royalties, which totaled $6.2 million and $6.1 million in fiscal year 2015 and 2014, respectively.

Total franchise restaurant sales are shown in the table below.

	2015		2014		2013
Franchise restaurant sales (in thousands)
Ruby Tuesday concept	$	171,668	$	162,233	$	158,001
Lime Fresh concept		15,338		14,493		12,003
Total franchise restaurant sales (a)	$	187,006	$	176,726	$	170,004
Franchise restaurant sales growth-percentage		5.8%		4.0%		(2.4)%

(a)    Includes sales of all domestic and international franchised Ruby Tuesday and Lime Fresh restaurants.

-28-

Index

Segment Profit

Our President and Chief Executive Officer, who is our chief operating decision maker, with the assistance of our senior management, reviews discrete financial information for both the Ruby Tuesday and Lime Fresh restaurant concepts to assess performance and allocate resources.  We consider the Ruby Tuesday and Lime Fresh concepts to be our reportable segments as we do not believe they have similar economic and other characteristics to be aggregated into a single reportable segment.  Segment profit/(loss) by reportable segment for fiscal 2015, 2014, and 2013 is as follows (in thousands):

	2015			2014			2013
Segment profit/(loss):
Ruby Tuesday concept	$	116,408		$	69,543		$	111,367
Lime Fresh concept		(2,630	)		(6,070	)		(10,204	)
Total segment profit	$	113,778		$	63,473		$	101,163

Segment profit for the year ended June 2, 2015 for the Ruby Tuesday concept increased $46.9 million to $116.4 million compared to fiscal year 2014 due primarily to reductions in cost of goods sold, payroll and related costs, and other restaurant operating costs due to initiatives discussed later within this MD&A, and decreases in closures and impairments expense of $20.7 million and advertising expense of $17.5 million.  The reduction in closures and impairments expense compared to the prior fiscal year is primarily attributable to a decrease of impairments in connection with open restaurants with deteriorating operational performance ($8.7 million), early restaurant closures ($5.4 million), and upcoming lease terminations ($1.4 million).  The higher closures and impairments in fiscal year 2014 were primarily a result of prior fiscal year same-restaurant sales declines of 5.3% and the closure of 38 Ruby Tuesday restaurants.  The reduction in advertising spending relates to reduced cable and television advertising.

Segment losses for the year ended June 2, 2015 for the Lime Fresh concept decreased $3.4 million compared to fiscal year 2014 to $2.6 million due primarily to decreases in closures and impairments expense of $2.1 million as the prior fiscal year Lime Fresh segment losses included lease reserve charges related to four undeveloped sites for which management decided to forego restaurant development and a lease reserve charge on a Lime Fresh restaurant contracted to be sold.  This was coupled with reductions in cost of goods sold, payroll and related costs, and other restaurant operating costs due to initiatives discussed later within this MD&A.

Segment profit for the year ended June 3, 2014 for the Ruby Tuesday concept decreased $41.8 million to $69.5 million compared to fiscal 2013 due primarily to the 5.3% decrease in same-restaurant sales at Company-owned Ruby Tuesday restaurants and a net reduction of 38 Company-owned restaurants since fiscal year 2013, higher closures and  impairments expense ($21.2 million) as we recorded impairments in connection with the closure of 38 Ruby Tuesday restaurants during fiscal year 2014 and also recorded impairments on 32 open Ruby Tuesday restaurants not planned for closure with deteriorating operational performance, and higher other restaurant operating costs ($2.0 million) primarily due to higher legal fees associated with litigation.  These were partially offset by lower cost of goods sold ($21.8 million) and payroll and related costs ($16.8 million) compared to fiscal year 2013 as a result of restaurant closures, declines in customer traffic, reductions in general and administrative expenses, net ($26.9 million) due to lower allocations of support center costs, and a decrease in advertising spending ($3.5 million), primarily due to reduced television advertising.

Segment losses for the year ended June 3, 2014 for the Lime Fresh concept decreased $4.1 million compared to fiscal year 2013 to $6.1 million.  Excluding the impact of closures and impairments charges of $5.2 million and $8.1 million for fiscal years 2014 and 2013, respectively, segment losses would have decreased $1.2 million due primarily to lower advertising fees of $0.8 million, due in part to the termination of a marketing agreement with an agency whose Chief Executive Officer previously sold the Lime Fresh restaurant concept to us.  The reduction in closures and impairments charges of $2.9 million is due to lower restaurant impairments charges of $4.0 million offset by increased charges for lease reserves ($1.0 million) due predominantly to four undeveloped sites for which a management decision was reached to forego restaurant development.

-29-

The following is a reconciliation of segment profit to loss from continuing operations before taxes for fiscal 2015, 2014, and 2013 (in thousands):

	2015			2014			2013
Segment profit	$	113,778		$	63,473		$	101,163
Less:
Depreciation and amortization		(52,391	)		(57,347	)		(62,398	)
Unallocated selling, general and administrative expenses		(42,710	)		(47,946	)		(18,026	)
Preopening expenses		(290	)		(395	)		(761	)
Goodwill and trademark impairments		–			(855	)		(14,058	)
Interest expense, net		(22,735	)		(24,945	)		(26,576	)
Other expense, net		(757	)		(1,560	)		(1,278	)
Loss from continuing operations before income taxes	$	(5,105	)	$	(69,575	)	$	(21,934	)

Operating Profits

The following table sets forth selected restaurant operating data as a percentage of restaurant sales and operating revenue or total revenue, as appropriate, for the periods indicated.  All information is derived from our Consolidated Financial Statements located in Part II, Item 8 of this Annual Report on Form 10-K.

	2015		2014		2013
Restaurant sales and operating revenue	99.4	%	99.5	%	99.5	%
Franchise revenue	0.6		0.5		0.5
Total revenue	100.0		100.0		100.0
Operating costs and expenses:
Cost of goods sold (1)	27.3		27.7		27.4
Payroll and related costs (1)	34.2		34.8		33.7
Other restaurant operating costs (1)	21.8		22.4		20.8
Depreciation (1)	4.5		4.7		4.7
Selling, general, and administrative, net	10.2		11.7		11.1
Closures and impairments, net	0.9		2.8		1.2
Goodwill and trademark impairments	–		0.1		1.1
Interest expense, net	2.0		2.1		2.1
Loss on extinguishment of debt	–		0.1		0.0
Total operating costs and expenses	100.5		106.0		101.8
Loss from continuing operations before income taxes	(0.5	)	(6.0	)	(1.8	)
(Benefit)/provision for income taxes from continuing operations	(0.2	)	(0.4	)	0.1
Loss from continuing operations	(0.3	)	(5.6	)	(1.9	)
Income/(loss) from discontinued operations, net of tax	–		0.0		(1.3	)
Net loss	(0.3	)%	(5.5	)%	(3.1	)%

(1)     As a percentage of restaurant sales and operating revenue.

Pre-tax Loss from Continuing Operations

Pre-tax loss from continuing operations decreased $64.5 million from fiscal year 2014 to $5.1 million for the year ended June 2, 2015.  The lower pre-tax loss is due to reductions in closures and impairments expense ($22.3 million) and interest expense ($2.2 million) and decreases, as a percentage of restaurant sales and operating revenue or total revenue, as appropriate, of cost of goods sold, payroll and related costs, other restaurant operating costs, depreciation, and selling, general, and administrative, net.  In addition, fiscal year 2014 included losses on the extinguishment of debt ($1.4 million) and a charge for the partial impairment of the Lime Fresh trademark ($0.9 million).

Pre-tax loss from continuing operations increased $47.6 million from fiscal year 2013 to $69.6 million for the year ended June 3, 2014.  The higher pre-tax loss is due to a decrease in same-restaurant sales of 5.3% at Company-owned Ruby Tuesday restaurants, higher closures and impairments expense ($18.2 million), a partial impairment of the Lime Fresh trademark during the current year, increased losses on the extinguishment of debt ($1.3 million), and increases, as a percentage of restaurant sales and operating revenue or total revenue, as appropriate, of cost of goods sold, payroll

-30-

and related costs, other restaurant operating costs, and selling, general, and administrative, net.  These higher costs were partially offset by lower interest expense ($1.8 million).

In the paragraphs that follow, we discuss in more detail the components of the changes in pre-tax loss from continuing operations for years ended June 2, 2015 and June 3, 2014 as compared to the comparable prior year.  Because a significant portion of the costs recorded in the cost of goods sold, payroll and related costs, other restaurant operating costs, and depreciation categories are either variable or highly correlate with the number of restaurants we operate, we evaluate our trends by comparing the costs as a percentage of restaurant sales and operating revenue, as well as the absolute dollar change, to the comparable prior year.

Cost of Goods Sold

Cost of goods sold decreased $16.2 million (5.0%) from the prior year to $305.3 million for the year ended June 2, 2015.  As a percentage of restaurant sales and operating revenue, cost of goods sold decreased from 27.7% to 27.3%.

The absolute dollar decrease for the year ended June 2, 2015 was the result of restaurant closures and cost savings on certain products due to renegotiated contracts with certain vendors since fiscal year 2014.  These were partially offset by price increases on beef, seafood, poultry, and certain other products since the prior fiscal year.

As a percentage of restaurant sales and operating revenue, the decrease in cost of goods sold for the year ended June 2, 2015 is primarily the result of renegotiated contracts with certain vendors since fiscal year 2014.

Cost of goods sold decreased $20.0 million (5.9%) from fiscal year 2013 to $321.5 million for the year ended June 3, 2014.  As a percentage of restaurant sales and operating revenue, cost of goods sold increased from 27.4% to 27.7%.

The absolute dollar decrease for the year ended June 3, 2014 was the result of lower sales volumes, restaurant closures, and cost savings on certain products as a result of renegotiated contracts with certain vendors since fiscal year 2013.  These were partially offset by price increases on beef, poultry, and certain other products since the prior year.

As a percentage of restaurant sales and operating revenue, the increase in cost of goods sold for the year ended June 3, 2014 is primarily the result of a shift in menu mix with the introduction of new menu items during the first half of fiscal year 2014 and price increases in the cost of certain products.

Payroll and Related Costs

Payroll and related costs decreased $21.1 million (5.2%) from the prior year to $383.3 million for the year ended June 2, 2015.  As a percentage of restaurant sales and operating revenue, payroll and related costs decreased from 34.8% to 34.2%.

The absolute dollar decrease in payroll and related costs for the year ended June 2, 2015 was primarily due to restaurant closures, decreases in hourly labor as a result of scheduling improvements with the rollout of a new labor forecasting system in our restaurants, and lower management labor, which were partially offset by higher health insurance costs as a result of unfavorable claims experience and higher bonus expense as more restaurants achieved the performance goals as compared to the prior fiscal year.

As a percentage of restaurant sales and operating revenue, the decrease in payroll and related costs for the year ended June 2, 2015 was primarily the result of decreased hourly and management labor due to reasons discussed above.

Payroll and related costs decreased $15.3 million (3.6%) from fiscal year 2013 to $404.4 million for the year ended June 3, 2014.  As a percentage of restaurant sales and operating revenue, payroll and related costs increased from 33.7% to 34.8%.

The absolute dollar decrease in payroll and related costs for the year ended June 3, 2014 was due to lower hourly restaurant labor in connection with lower sales volumes and restaurant closures since fiscal year 2013.  Other factors contributing to the declines included lower restaurant management labor due to a reduction in the average number of managers per restaurant as compared to fiscal year 2013 and lower bonus expense as fewer restaurants achieved the performance goals.  These reductions were partially offset by minimum wage increases in certain states and merit

-31-

increases since fiscal year 2013 and higher health insurance during fiscal year 2014 due to unfavorable claims experience.

As a percentage of restaurant sales and operating revenue, the increase in payroll and related costs for the year ended June 3, 2014 is primarily the result of loss of leveraging associated with lower sales volumes.

Other Restaurant Operating Costs

Other restaurant operating costs decreased $16.1 million (6.2%) from the prior year to $244.4 million for the year ended June 2, 2015.  As a percentage of restaurant sales and operating revenue, other restaurant operating costs decreased from 22.4% to 21.8%.

For the year ended June 2, 2015, the decrease in other restaurant operating costs related to the following (in thousands):

Repairs	$	5,001
Utilities		3,960
Rent and leasing		2,053
Legal		1,698
Gift card breakage		1,388
Business interruption recoveries		1,060
Other decreases, net		1,945
Insurance		(1,010	)
Net decrease	$	16,095

In both absolute dollars and as a percentage of restaurant sales and operating revenue for the year ended June 2, 2015, the decrease in other operating costs was primarily a result of reduced building repairs, utilities, and rent and leasing due primarily to restaurant closures since the prior fiscal year, lower legal costs related to pending litigation, higher gift card breakage income, and business interruption recoveries related to claims collected for certain of our restaurants in the Gulf Coast area.  These changes were partially offset by higher insurance due in part to unfavorable general liability claims experience in the current fiscal year.

Other restaurant operating costs increased $1.4 million (0.6%) from fiscal year 2013 to $260.4 million for the year ended June 3, 2014.  As a percentage of restaurant sales and operating revenue, other restaurant operating costs increased from 20.8% to 22.4%.

For the year ended June 3, 2014, the increase in other restaurant operating costs related to the following (in thousands):

Legal	$	2,485
Rent and leasing		1,289
Repairs		677
Other increases, net		344
Utilities		(2,069	)
Amortization of intangibles		(759	)
Insurance		(534	)
Net increase	$	1,433

In both absolute dollars and as a percentage of restaurant sales and operating revenue for the year ended June 3, 2014, the increase in other operating costs was primarily a result of higher legal costs related to pending litigation, rent and leasing as a result of sale-leaseback transactions, and repairs due to building maintenance.  These increased costs were partially offset by restaurant closures since fiscal year 2013, reduced utilities as a result of reduced rates with new contracts, a decrease in amortization of intangibles due in part to two partial impairments of the Lime Fresh trademark, the first of which was recorded during the fourth quarter of fiscal year 2013, and lower insurance due to favorable general liability claims experience during fiscal year 2014.

-32-

Depreciation

Depreciation expense decreased $4.7 million (8.5%) to $50.1 million for the year ended June 2, 2015, compared to the prior year.  As a percentage of restaurant sales and operating revenue, depreciation expense decreased from 4.7% to 4.5%.

In terms of absolute dollars, the decrease for the year ended June 2, 2015 is due primarily to assets that became fully depreciated since the prior fiscal year coupled with restaurant closures.

Depreciation expense decreased $4.3 million (7.3%) to $54.8 million for the year ended June 3, 2014, compared to fiscal year 2013.  As a percentage of restaurant sales and operating revenue, depreciation expense was consistent with fiscal year 2013 at 4.7%.

In terms of absolute dollars, the decrease for the year ended June 3, 2014 is due primarily to assets that became fully depreciated since fiscal year 2013 coupled with sale-leaseback transactions and restaurant closures.

Selling, General, and Administrative Expenses, Net

Selling, general, and administrative expenses, net decreased $21.8 million (15.9%) from the prior year to $115.3 million for the year ended June 2, 2015.

The decrease for the year ended June 2, 2015 is due to lower advertising costs ($17.7 million) primarily as a result of decreased television advertising, and a reduction in general and administrative costs ($4.1 million) due to lower management labor from reductions in staffing, a decrease in consulting fees, and lower legal fees.  The decrease in overall television advertising is attributable to management’s desire to spend marketing dollars more efficiently, with an increased focus on supporting our national cable television advertising with print and electronic promotions.  These were partially offset by higher accruals for support center bonus.

Selling, general, and administrative expenses, net decreased $1.6 million (1.2%) from fiscal 2013 to $137.2 million for the year ended June 3, 2014.

The decrease for the year ended June 3, 2014 is due to lower advertising costs ($4.3 million) primarily as a result of decreased television advertising and reduced direct mail and other promotional activity as compared to fiscal year 2013, which was partially offset by higher cable television advertising in order to promote our newer menu items.  The lower advertising costs were partially offset by higher general and administrative costs ($2.6 million) which was due in part to severance, payroll tax, share-based compensation, and other charges in connection with the elimination of management and staff personnel at our Restaurant Support Services Center.

Closures and Impairments, Net

Closures and impairments decreased $22.3 million to $10.5 million for the year ended June 2, 2015, as compared to the prior year.  The decrease is primarily due to lower property impairment charges ($14.5 million), closed restaurant lease reserve expense ($5.8 million), and other closing costs ($1.2 million) coupled with higher gains on the sale of surplus properties ($0.7 million).

The decrease in closures and impairments for the year ended June 2, 2015 is primarily due to lower property impairment charges as the same periods of the prior fiscal year included, among other charges, larger impairments attributable to open Ruby Tuesday concept restaurants experiencing deteriorating operational performance and related to early restaurant closures as discussed below.  The prior fiscal year charges were also due to a plan to close approximately 30 Ruby Tuesday concept restaurants by the end of fiscal year 2014.

Closures and impairments increased $18.2 million to $32.8 million for the year ended June 3, 2014, as compared to fiscal year 2013.  The increase is primarily due to higher property impairment charges ($13.0 million), closed restaurant lease reserve expense ($4.5 million), and other closing costs ($1.0 million), which were partially offset by higher gains on the sale of surplus properties ($0.3 million).

The higher property impairment charges in fiscal year 2014 were due in part to the closing of 33 Ruby Tuesday concept restaurants in connection with a plan approved by our Board of Directors on January 7, 2014.  Of these closures, 11 of these restaurants closed upon expiration of their lease.  As a result of the plan,included within Closures

-33-

Index

and impairments, net for fiscal year 2014 are impairment charges of $4.8 million in connection with the early restaurant closures.  Additionally, during fiscal year 2014 we recorded impairments of $13.5 million relating to 32 open restaurants, with deteriorating operational performance.

Goodwill and Trademark Impairments

Using entity specific projections for undiscounted cash flows that incorporated only those Lime Fresh assets existing as of the measurement date, we concluded during the third quarter of fiscal 2014 that the Lime Fresh trademark was partially impaired.  Accordingly, we recorded a non-cash charge of $0.9 million representing a partial impairment of the Lime Fresh trademark.  A similarly-measured impairment charge of $5.0 million had previously been recorded on the Lime Fresh trademark during fiscal year 2013.  Following these impairments, the net book value of the Lime Fresh trademark remaining as of June 2, 2015 is $3.1 million.

We separately concluded during the fourth quarter of fiscal year 2013 that the goodwill associated with our Lime Fresh concept was fully impaired.  Accordingly, we recorded a fourth quarter fiscal year 2013 non-cash charge of $9.0 million ($5.4 million, net of tax) representing the full value of our Lime Fresh concept goodwill.

See Note 7 to our Consolidated Financial Statements for further information on our goodwill and trademark impairment charges recorded during fiscal years 2014 and 2013.

Interest Expense, Net

Interest expense, net decreased $2.2 million to $22.7 million for the year ended June 2, 2015, primarily due to lower interest expense on our Senior Notes due to repurchases during the prior fiscal year and the early payoff of certain mortgage loans since fiscal year 2014.

Interest expense, net decreased $1.6 million to $24.9 million for the year ended June 3, 2014, primarily due to lower interest expense on our Senior Notes due to repurchases and the early payoff of certain mortgage loans since fiscal year 2013.

Loss on Extinguishment of Debt

Loss on extinguishment of debt was $1.4 million for the year ended June 3, 2014 due to our repurchase of $20.0 million of the Senior Notes for $20.0 million plus $0.2 million of accrued interest.  We realized losses of $0.7 million on these transactions.  Additionally, we incurred a $0.7 million charge in the second quarter of fiscal year 2014 relating to the write-off of the pro rata portion of unamortized debt issuance costs associated with the previous credit facility.

During the year ended June 4, 2013, we repurchased $15.0 million of our Senior Notes.  The repurchases settled for $14.5 million plus $0.2 million of accrued interest.  We realized a minimal loss on these transactions.

(Benefit)/Provision for Income Taxes from Continuing Operations

We regularly evaluate the need for a valuation allowance for deferred tax assets by assessing whether it is more likely than not that we will realize the deferred tax assets in the future.  A valuation allowance assessment is performed each reporting period, with any additions or adjustments reflected in earnings in the period of assessment.  In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets for each jurisdiction.

Prior to the fourth quarter of fiscal year 2013, we concluded that objective and subjective positive evidence outweighed negative evidence, and it was more likely than not that we would realize all of our federal and most of our state deferred tax assets, except for loss carryforwards in certain states that have had cumulative losses and/or relatively short carryforward periods and annual limits of loss carryforward that is available for use to offset future taxable income.   During the fourth quarter of fiscal year 2013, we recorded a valuation allowance following the conclusion that the negative evidence outweighed the positive evidence. 

We recorded a tax benefit from continuing operations of $1.9 million for the year ended June 2, 2015, compared to a tax benefit from continuing operations of $4.7 million for the year ended June 3, 2014.  Included in our $1.9 million tax benefit from continuing operations for the year ended June 2, 2015 was a benefit of $3.2 million recorded during the first quarter of fiscal year 2015 representing an immaterial prior period correction to our deferred tax asset

-34-

valuation allowance.  The remaining $1.3 million in net expense is attributable to decreased pre-tax losses and changes in uncertain tax reserves for fiscal year 2015.   

We recorded a tax benefit from continuing operations of $4.7 million for the year ended June 3, 2014, compared to tax expense from continuing operations of $1.5 million for the year ended June 4, 2013, to reflect the current benefit of federal and certain state net operating loss carrybacks as well as the recognition of unrecognized tax benefits.  The change in income taxes is attributable to increased pre-tax losses for fiscal year 2014 as compared to fiscal year 2013 offset by an increase in the valuation allowance for deferred tax assets.

Our valuation allowance for deferred tax assets totaled $62.8 million and $54.6 million as of June 2, 2015 and June 3, 2014, respectively.  Included within our income tax (benefit)/provision from continuing operations is the expense from the additional valuation allowance of $9.1 million, $31.2 million, and $20.9 million for fiscal years 2015, 2014, and 2013, respectively, representing the amount reserved for the increase in net deferred tax assets during the periods (primarily related to general business credit carryforwards and state net operating loss carryforwards).  Additionally, a valuation allowance (benefit)/expense of $(0.3) million and $1.3 million was included within the income tax benefit from discontinued operations in fiscal 2014 and 2013, respectively.

Under ASC 740, “Income Taxes,” we are required to assess whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified.  As a result of losses from discontinued operations, as well as goodwill and trademark impairment charges, among other charges, we currently reflect a three-year cumulative pre-tax loss.  A cumulative pre-tax loss is given more weight than projections of future income, and a recent historical cumulative loss is considered a significant factor that is difficult to overcome.  Before consideration of the valuation allowance expense, we had an income tax benefit of $11.0 million, $35.9 million, and $19.4 million, including the tax credits, in fiscal years 2015, 2014, and 2013, respectively.

The deferred tax valuation allowance may be released in future years when we consider that it is more likely than not that some portion or all of the deferred tax assets will be realized.  To form a conclusion that some or all of the deferred tax assets will be realized, we will need to generate a three-year cumulative pre-tax income, and we will need to evaluate whether or not all available evidence, such as future taxable income, reversal of temporary differences, and other tax planning strategies provides sufficient positive evidence to offset any other potential negative evidence that may exist at such time.  In the event the deferred tax valuation allowance is released, we would record an income tax benefit for the portion or all of the deferred tax valuation allowance released.

Discontinued Operations

In an effort to focus primarily on the sales turnaround of our core Ruby Tuesday concept and secondly, to improve the financial performance of our Lime Fresh concept, we completed the closure of our Marlin & Ray’s, Wok Hay, and Truffles restaurants during fiscal year 2013.  We have classified the results of operations of our Company-owned Marlin & Ray’s, Wok Hay, and Truffles concepts as discontinued operations for the fiscal years ended June 3, 2014 and June 4, 2013.  The results of operations of our discontinued operations are as follows (in thousands):  

	June 3, 2014			June 4, 2013
Restaurant sales and operating revenue	$	–		$	11,884
Income/(loss) before income taxes	$	458		$	(24,498	)
Benefit for income taxes		(106	)		(8,519	)
Income/(loss) from discontinued operations	$	564		$	(15,979	)

-35-

Liquidity and Capital Resources

Sources and Uses of Cash

Our primary source of liquidity is cash provided by operations.  The following table presents a summary of our cash flows from operating, investing, and financing activities for the last three fiscal years (in thousands).

	2015				2014				2013
Net cash provided by operating activities		$	54,911			$	45,375			$	35,954
Net cash (used)/provided by investing activities			(17,497	)			(6,203	)			22,113
Net cash used by financing activities			(13,409	)			(40,753	)			(53,344	)
Net increase/(decrease) in cash and cash equivalents		$	24,005			$	(1,581	)		$	4,723

Operating Activities

Our cash provided by operations is generally derived from cash receipts generated by our restaurant customers and franchisees.  Substantially all of the $1,120.1 million, $1,162.4 million, and $1,245.2 million of restaurant sales and operating revenue disclosed in our Consolidated Statements of Operations and Comprehensive Loss for fiscal years 2015, 2014, and 2013, respectively, was received in cash either at the point of sale or within two to four days (when our customers paid with debit or credit cards).  Our primary uses of cash for operating activities are food and beverage purchases, payroll and benefit costs, restaurant operating costs, general and administrative expenses, and marketing, a significant portion of which are incurred and paid in the same period.

Cash provided by operating activities for fiscal year 2015 increased $9.5 million (21.0%) from the prior fiscal year to $54.9 million.  The increase is primarily the result of higher Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) due in part to restaurant-level cost improvements and reductions in amounts spent on media advertising.  These increases were partially offset by decreases in accounts payable, accrued, and other liabilities due to the timing of payments (approximately $11.4 million) and inventory (approximately $8.9 million) as amounts for fiscal year 2014 related to levels of lobster held in inventory that were significantly lower than those of the preceding year.

Cash provided by operating activities for fiscal year 2014 increased $9.4 million (26.2%) from fiscal year 2013 to $45.4 million.  The increase is due primarily to increases in accounts payable, accrued, and other liabilities due to the timing of payments (approximately $22.2 million), reductions in amounts spent to acquire inventory (approximately $11.5 million) as we suspended the advance purchasing of lobster in order to utilize the lobster that was on hand, decreases in amounts spent on media advertising (approximately $3.3 million), lower cash paid for income taxes ($3.1 million), and a decrease in cash paid for interest ($2.1 million) which resulted from lower interest payments on our Senior Notes due to note repurchases since fiscal year 2013.  These were partially offset by lower EBITDA as a result of a 5.3% decrease in same-restaurant sales at Company-owned Ruby Tuesday concept restaurants.

Our working capital and current ratio as of June 2, 2015 were $8.5 million and 1.08:1, respectively.  While we typically carry current liabilities in excess of current assets as is common in the restaurant industry, we have grown our cash accounts since the prior year and simultaneously reduced our accounts payable.

Investing Activities

We require capital principally for the maintenance and upkeep of our existing restaurants, limited new restaurant construction, investments in technology, equipment, remodeling of existing restaurants, and on occasion for the acquisition of franchisees or other restaurant concepts.  Property and equipment expenditures purchased primarily with internally-generated cash flows and/or proceeds from sale-leaseback transactions for fiscal years 2015, 2014, and 2013 were $31.0 million, $28.3 million, and $37.1 million, respectively.  In addition, proceeds from the disposal of assets produced $11.3 million, $15.5 million, and $7.0 million of cash in fiscal years 2015, 2014, and 2013, respectively, following actions taken to more aggressively market surplus properties in order to pay down debt.

During the years ended June 3, 2014 and June 4, 2013, we completed sale-leaseback transactions of the land and building for three and 24 Company-owned Ruby Tuesday concept restaurants, respectively, for gross cash proceeds of $5.9 million and $54.4 million, respectively, exclusive of transaction costs of approximately $0.3 million and $2.6 million, respectively.  Equipment was not included.  The net proceeds from the sale-leaseback transactions were used

-36-

Index

for general corporate purposes, including capital expenditures, debt payments, and the repurchase of shares of our common stock.  See Note 5 to the Consolidated Financial Statements for further discussion of these transactions.

Capital expenditures for fiscal year 2016 are estimated to be in the range of between $34.0 million to $38.0 million.  We intend to fund our investing activities with cash currently on hand, cash provided by operations, or borrowings on the Senior Credit Facility.

Financing Activities

Historically our primary sources of cash have been operating activities, coupled with sale-leaseback transactions and sales of surplus properties.  When these alone have not provided sufficient funds for both our capital and other needs, we have obtained funds through the issuance of indebtedness or through the issuance of additional shares of common stock.  Our current borrowings and credit facilities are described below.

On May 14, 2012, we entered into an indenture (the “Indenture”) among the Company, certain subsidiaries of the Company as guarantors and Wells Fargo Bank, National Association as trustee, governing the Company’s $250.0 million aggregate principal amount of 7.625% senior notes due 2020 (the “Senior Notes”).  The Senior Notes were issued at a discount of $3.7 million, which is being amortized using the effective interest method over the eight-year term of the notes.

The Senior Notes are guaranteed on a senior unsecured basis by our existing and future domestic restricted subsidiaries, subject to certain exceptions.  They rank equal in right of payment with our existing and future senior indebtedness and senior in right of payment to any of our future subordinated indebtedness.  The Senior Notes are effectively subordinated to all of our secured debt, including borrowings outstanding under our revolving credit facility, to the extent of the value of the assets securing such debt and structurally subordinated to all of the liabilities of our existing and future subsidiaries that do not guarantee the Senior Notes.

Interest on the Senior Notes is calculated at 7.625% per annum, payable semiannually on each May 15 and November 15 to holders of record on the May 1 or November 1 immediately preceding the interest payment date.  Accrued interest on the Senior Notes and our other long-term debt and capital lease obligations is included in Accrued liabilities – Rent and other in our Consolidated Balance Sheets.  The Senior Notes mature on May 15, 2020.

At any time prior to May 15, 2016, we may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus an applicable “make-whole” premium and accrued and unpaid interest.  At any time on or after May 15, 2016, we may redeem the Senior Notes, in whole or in part, at the redemption prices specified in the Indenture plus accrued and unpaid interest.  We may redeem up to 35% of the Senior Notes from the proceeds of certain equity offerings.  There is no sinking fund for the Senior Notes.

The Indenture contains covenants that limit, among other things, our ability and the ability of certain of our subsidiaries to (i) incur or guarantee additional indebtedness; (ii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iii) make certain investments; (iv) create liens or use assets as security in other transactions; (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of their assets; (vi) enter into transactions with affiliates; and (vii) sell or transfer certain assets.  The Indenture also restricts the declaration and payment of a dividend or other distribution on, and/or repurchase by RTI in respect of, its outstanding common stock at any time and from time to time.  These covenants are subject to a number of important exceptions and qualifications, as described in the Indenture, and certain covenants will not apply at any time when the Senior Notes are rated investment grade by the Rating Agencies, as defined in the Indenture.  The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Senior Notes to be due and payable immediately.

On December 3, 2013, we entered into the Senior Credit Facility under which we may borrow up to $50.0 million with the option, subject to certain conditions, to increase the facility by up to $35.0 million.  The Senior Credit Facility, which was obtained to provide access to capital for general corporate purposes, replaced a previous five-year $200.0 million credit facility that was set to expire in December 2015.  The terms of the Senior Credit Facility provide for a $25.0 million sublimit for the issuance of standby letters of credit.  In connection with entering into the Senior Credit Facility, included within Interest expense, net and Loss on extinguishment of debt in our Consolidated Statements of

-37-

Index

Operations and Comprehensive Loss for the year ended June 3, 2014 are charges of $0.7 million relating to the write-off of the pro rata portion of unamortized debt issuance costs associated with our previous credit facility.

Under the terms of the Senior Credit Facility, interest rates charged on borrowings can vary depending on the interest rate option we choose to utilize.  Our options for the rate are a Base Rate or LIBOR plus an applicable margin, provided that the rate shall not be less than zero.  The Base Rate is defined as the highest of the issuing bank’s prime rate, the Federal Funds rate plus 0.50%, or the Adjusted LIBO rate (as defined in the Senior Credit Facility) plus 1.0%.  The applicable margin for the LIBOR rate-based option is a percentage ranging from 2.50% to 3.50% and for the Base Rate option is a percentage ranging from 1.50% to 2.50%.  We pay commitment fees quarterly ranging from 0.40% to 0.75% on the unused portion of the Senior Credit Facility.

As security for the Senior Credit Facility, we granted the lenders liens and security interests in substantially all of the shares of capital stock of the Company and each of our present and future subsidiaries, substantially all of the personal property of the Company and each of our present and future subsidiaries, and the real property, improvements, and fixtures of 49 Ruby Tuesday restaurants.  The real property, improvements, and fixtures of the 49 restaurants pledged as collateral appraised at $101.4 million at the time of the transaction and have a June 2, 2015 net book value of $79.2 million.

We had no borrowings outstanding under the Senior Credit Facility at June 2, 2015.  After consideration of letters of credit outstanding, we had $37.5 million available under the Senior Credit Facility as of June 2, 2015.

The Senior Credit Facility contains a number of customary affirmative and negative covenants that, among other things, limit or restrict our ability to incur liens, engage in mergers or other fundamental changes, make acquisitions, investments, loans and advances, pay dividends or other distributions, sell or otherwise dispose of certain assets, engage in certain transactions with affiliates, enter into burdensome agreements or certain hedging agreements, amend organizational documents, change accounting practices, incur additional indebtedness and prepay other indebtedness.  Under the terms of the Senior Credit Facility we are allowed, under certain circumstances, to repurchase up to $20.0 million of the Senior Notes in any fiscal year.  We did not repurchase any Senior Notes during the year ended June 2, 2015.  During the year ended June 3, 2014, we repurchased $20.0 million of the Senior Notes for $20.0 million plus $0.2 million of accrued interest.  We realized losses of $0.7 million on these transactions.  The balance on the Senior Notes was $215.0 million at June 2, 2015.

Under the Senior Credit Facility, we are required to comply with financial covenants relating to the maintenance of a maximum leverage ratio and a minimum fixed charge coverage ratio.  The terms of the Senior Credit Facility require us to maintain a maximum leverage ratio of no more than 4.75 to 1.0 and a minimum fixed charge coverage ratio of 1.4 to 1.0 for the quarter ended June 2, 2015.  The minimum required ratios fluctuate thereafter as provided in the Senior Credit Facility.

The Senior Credit Facility terminates no later than December 3, 2017.  Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Senior Credit Facility and any ancillary loan documents.

On December 3, 2013, in connection with our entry into the Senior Credit Facility, the Company and certain of its subsidiaries entered into loan modification agreements (the “Loan Modification Agreements”) with certain mortgage lenders to, among other things, provide waivers and consents under certain of our mortgage loan obligations to enter into the Senior Credit Facility.  The Loan Modification Agreements also, among other things, amend certain financial reporting requirements under the specified loans and modify and/or provide for certain financial covenants for the specified loans, including the maximum funded debt covenant and the minimum consolidated fixed charge coverage ratio.

We were in compliance with our maximum funded debt covenant and our minimum consolidated fixed charge coverage ratio as of June 2, 2015.

Our $31.6 million in mortgage loan obligations as of June 2, 2015 consists of various loans acquired upon franchise acquisitions.  These loans, which mature between January 2017 and July 2022, have balances which range from $0.3

-38-

million to $7.3 million and interest rates of 7.60% to 10.17%.  Many of the properties acquired from franchisees collateralize the loans outstanding.

During fiscal year 2015, we prepaid and retired ten mortgage loan obligations with an aggregate balance of $9.0 million using cash on hand.  In connection with the retirement of these obligations, we paid $1.0 million in prepayment premiums and an insignificant amount of accrued interest.  Additionally, as further discussed in Note 16 to the Consolidated Financial Statements, on July 9, 2015, we prepaid and retired an additional ten mortgage loan obligations with an aggregate balance of $8.3 million as of June 2, 2015.  The prepayment of this debt eliminated one mortgage lender and allowed for the release of 26 properties which had served as collateral.

During fiscal years 2015, 2014, and 2013, we repurchased an insignificant number, 0.1 million, and 4.1 million shares of RTI common stock, respectively, at an aggregate cost of $0.1 million, $0.6 million, and $30.3 million, respectively.  As of June 2, 2015, the total number of shares authorized to be repurchased was 11.8 million.  Additionally, there were no dividends paid during fiscal years 2015, 2014, or 2013.

Covenant Compliance

Under the terms of the Senior Credit Facility, we are required to satisfy and maintain specified financial ratios and other financial condition tests and covenants.  The financial ratios include maximum funded debt and minimum fixed charge coverage covenants.  While as of June 2, 2015 we were in compliance with the financial ratios contained in our Senior Credit Facility, our continued ability to meet those financial ratios, tests, and covenants can be affected by events beyond our control, and we cannot assure you that we will meet those ratios, tests, and covenants.

Maximum Funded Debt Covenant

Our maximum funded debt covenant is an Adjusted Total Debt to Consolidated EBITDAR ratio.  Adjusted Total Debt, as defined in our covenants, includes items both on-balance sheet (debt and capital lease obligations) and off-balance sheet (such as the present value of leases, letters of credit and guarantees).  Consolidated EBITDAR is consolidated net loss (for the Company and its majority-owned subsidiaries) plus interest charges, income tax, depreciation, amortization, rent and other non-cash charges.  Among other charges, we have reflected share-based compensation, asset impairment and bad debt expense, as non-cash.

Consolidated EBITDAR and Adjusted Total Debt are not presentations made in accordance with U.S. generally accepted accounting principles (“GAAP”), and, as such, should not be considered a measure of financial performance or condition, liquidity or profitability.  They also should not be considered alternatives to GAAP-based net income or balance sheet amounts or operating cash flows or indicators of the amount of free cash flow available for discretionary use by management, as Consolidated EBITDAR does not consider certain cash requirements such as interest payments, tax payments or debt service requirements and Adjusted Total Debt includes certain off-balance sheet items.  Further, because not all companies use identical calculations, amounts reflected by RTI as Consolidated EBITDAR or Adjusted Total Debt may not be comparable to similarly titled measures of other companies.  We believe the information shown below is relevant as it presents the amounts used to calculate covenants which are provided to our lenders.  Non-compliance with our debt covenants could result in the requirement to immediately repay all amounts outstanding under such agreements.

The following is a reconciliation of our total long-term debt and capital leases, which are GAAP-based, to Adjusted Total Debt as defined in our bank covenants (in thousands):

	June 2, 2015
Current portion of long-term debt	$	10,861
Long-term debt and capital leases, less current maturities		234,173
Total long-term debt and capital leases		245,034
Present value of operating leases*		202,778
Letters of credit*		12,501
Unrestricted cash in excess of $10.0 million		(65,291	)
Unamortized discount of senior unsecured notes		2,162
Unamortized premium of mortgage loan obligations		(383	)
Adjusted Total Debt	$	396,801

-39-

* Non-GAAP measure. See below for discussion regarding reconciliation to GAAP-based amounts.

The following is a reconciliation of net loss, which is a GAAP-based measure of our operating results, to Consolidated EBITDAR as defined in our bank covenants (in thousands):

	Twelve Months
	Ended
	June 2, 2015
Net loss	$	(3,194	)
Rent expense		51,885
Depreciation		50,148
Interest expense		22,762
Asset impairments		9,822
Share-based compensation expense		7,112
Amortization of intangibles		2,243
Non-cash accruals		1,507
Restaurant closing costs		641
Other, net		1,021
Income taxes		(1,911	)
Consolidated EBITDAR	$	142,036
Adjusted Total Debt to Consolidated EBITDAR – Actual		2.79	x
Maximum allowed per covenant (1)		4.75	x

(1) For fiscal year 2016, the Senior Credit Facility requires us to maintain quarterly maximum Adjusted Total Debt to EBITDAR ratios of less than or equal to 4.75x (for our first fiscal quarter), 4.50x (for our second and third fiscal quarters), and 4.40x (for our fourth fiscal quarter).  For fiscal year 2017 and thereafter, the maximum Adjusted Total Debt to EBITDAR ratio fluctuates as provided in Article VII of the Senior Credit Facility.

Minimum Fixed Charge Coverage

Our fixed charge coverage ratio compares Consolidated EBITDAR (as discussed above) to interest and cash-based rents.

The following shows our computation of our fixed charge coverage ratio (in thousands):

	Twelve Months
	Ended
	June 2, 2015
Consolidated EBITDAR	$	142,036
Interest*	$	20,277
Cash rents*		51,425
Total	$	71,702

* Non-GAAP measure.  See below for discussion regarding reconciliation to GAAP-based amounts.

Fixed Charge Covenant – Actual	1.98x
Minimum allowed per covenant (2)	1.40x

(2) For fiscal year 2016, the Senior Credit Facility requires us to maintain quarterly minimum fixed charge coverage ratios of greater than or equal to 1.45x (for our first fiscal quarter), 1.50x (for our second fiscal quarter), 1.55x (for our third fiscal quarter), and 1.60x (for our fourth fiscal quarter).  For fiscal year 2017 and thereafter, the minimum fixed charge coverage ratio fluctuates as provided in Article VII of the Senior Credit Facility.

Non-GAAP Amounts Used in Debt Covenant Calculations

As previously discussed, we use various non-GAAP amounts in our Adjusted Total Debt, Consolidated EBITDAR, and Fixed Charge covenant calculations.  Two of the amounts presented in the Adjusted Total Debt calculation, the

-40-

present value of operating leases and letters of credit, are off-balance sheet and there is no corresponding amount presented in our Condensed Consolidated Balance Sheets.

Our Minimum Fixed Charge Coverage ratio requires interest to be included in the denominator.  The amount we reflect for interest in the denominator of this calculation ($20.3 million on a rolling 12 month basis) differs from interest expense determined in accordance with GAAP ($22.8 million) because of three adjustments we make.  As shown below, we exclude brokerage fees, prepayment penalties, and the amortization of loan fees and fair market value adjustments.  While these items are reflected as interest expense in our Condensed Consolidated Statements of Operations and Comprehensive Loss, they do not require on-going cash payments for servicing and therefore are not impacted by future Consolidated EBITDAR.  The table below reconciles debt covenant interest for the preceding 12 months to GAAP interest for the same time period (amounts in thousands):

Interest	$	20,277
Brokerage fees		1,484
Prepayment penalties		1,020
Amortization of loan fees and fair market
value adjustments		(19	)
GAAP-based interest expense	$	22,762

Our Minimum Fixed Charge Coverage ratio also allows for recurring cash rents to be included in the denominator.  Cash rents ($51.4 million on a rolling 12 month basis) differ from rents determined in accordance with GAAP ($51.9 million) by the following (amounts in thousands):

Cash rents	$	51,425
Change in rent accruals		(1,188	)
Rent settlement payments		1,648
GAAP-based rent expense	$	51,885

Significant Contractual Obligations and Commercial Commitments

Long-term financial obligations were as follows as of June 2, 2015 (in thousands):

	Payments Due By Period
			Less than		1-3		3-5		More than 5
	Total		1 year		years		years		years
Notes payable and other
long-term debt, including
current maturities (a)	$	31,813	$	10,975	$	14,445	$	4,770	$	1,623
Senior unsecured notes (a)		215,000		–		–		215,000		–
Interest (b)		89,091		19,126		34,886		33,553		1,526
Operating leases (c)		676,202		48,974		90,253		79,368		457,607
Purchase obligations (d)		82,792		53,168		23,636		4,500		1,488
Pension obligations (e)		38,071		3,794		3,715		3,942		26,620
Total (f)	$	1,132,969	$	136,037	$	166,935	$	341,133	$	488,864

(a)   See Note 6 to the Consolidated Financial Statements for more information on our debt.

(b)   Amounts represent contractual interest payments on our fixed-rate debt instruments.  Interest payments on our variable-rate notes payable with balances of $1.3 million, as of June 2, 2015 have been excluded from the amounts shown above, primarily because the balances outstanding can fluctuate monthly.  Additionally, the amounts shown above include interest payments on the Senior Notes at the current interest rate of 7.625%.  Included within interest payments in the table above are $0.9 million in prepayment premiums paid on July 9, 2015 in connection with the retirement of ten mortgage loan obligations.

(c)   This amount includes lease payments for certian optional renewal periods for which exercise is considered reasonably assured as well as operating leases totaling $3.0 million for which sublease income from franchisees or others is expected.  Certain of these leases obligate us to pay maintenance costs, utilities, real estate taxes, and insurance, which are excluded from the amounts shown above.  See Note 5 to the Consolidated Financial Statements for more information.

-41-

(d)   The amounts for purchase obligations include cash commitments under contract for food items and supplies, advertising, utility contracts, and other miscellaneous commitments.

(e)   See Note 8 to the Consolidated Financial Statements for more information.

(f)   This amount excludes $3.9 million of unrecognized tax benefits due to the uncertainty regarding the timing of future cash outflows associated with such obligations.

Commercial commitments were as follows as of June 2, 2015 (in thousands):

	Payments Due By Period
			Less than		1-3		3-5		More than 5
	Total		1 year		years		years		years
Letters of credit	$	12,502	$	5,402	$	7,100	$	–	$	–
Divestiture guarantees		7,612		707		1,141		1,070		4,694
Lease guarantee		1,342		269		544		426		103
Total	$	21,456	$	6,378	$	8,785	$	1,496	$	4,797

At June 2, 2015, we had divestiture guarantees, which arose in fiscal 1996, when our shareholders approved the distribution of our family dining restaurant business (Morrison Fresh Cooking, Inc., “MFC”) and our health care food and nutrition services business (Morrison Health Care, Inc., “MHC”). Subsequent to that date Piccadilly Cafeterias, Inc. (“Piccadilly”) acquired MFC and Compass Group (“Compass”) acquired MHC. As agreed upon at the time of the distribution, we have been contingently liable for payments to MFC and MHC employees retiring under MFC’s and MHC’s versions of the Management Retirement Plan and the Executive Supplemental Pension Plan (the two non-qualified defined benefit plans) for the accrued benefits earned by those participants as of March 1996.

We estimated our divestiture guarantees at June 2, 2015 to be $7.3 million for employee benefit plans (all of which resides with MHC following Piccadilly’s bankruptcy in fiscal 2004).  We believe the likelihood of being required to make payments for MHC’s portion to be remote due to the size and financial strength of MHC and Compass.

As of June 2, 2015, we are the guarantor of two third-party leases associated with closed concept restaurants.  Lease guarantee amounts in the table above represent lease payments for which we are contingently liable.  While we believe that the likelihood of being required to make these lease payments is remote, we recorded a guarantee liability of $0.1 million in our Consolidated Balance Sheets at both June 2, 2015 and June 3, 2014.

Off-Balance Sheet Arrangements

See Note 5 to the Consolidated Financial Statements for information regarding our operating leases.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Adopted During Fiscal 2015

As discussed further in Note 9 to the Consolidated Financial Statements, we adopted Accounting Standards Update (“ASU”) 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists during the first quarter of fiscal year 2015.

As discussed further in Note 8 to the Consolidated Financial Statements, we adopted ASU 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets,during the fourth quarter of fiscal year 2015.

Accounting Pronouncements Not Yet Adopted

In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).  The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances.  The guidance is effective for the annual period ending after December 15, 2016, and for annual and

-42-

Index

interim periods thereafter (our fiscal year 2017).  Early application is permitted.  We do not believe the adoption of this guidance will have an impact on our Consolidated Financial Statements.

In May 2014, the FASB and International Accounting Standards Board (“IASB”) jointly issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).  ASU 2014-09 will replace almost all existing revenue recognition guidance, including industry specific guidance, upon its effective date.  The standard’s core principle is for a company to recognize revenue when it transfers goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled.  A company may also need to use more judgment and make more estimates when recognizing revenue, which could result in additional disclosures.  ASU 2014-09 also provides guidance for transactions that were not addressed comprehensively in previous guidance, such as the recognition of breakage income from the sale of gift cards.  The standard permits the use of either the retrospective or cumulative effect transition method.  The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 (the first quarter of our fiscal year 2019).  During the fourth quarter of fiscal year 2015, the FASB and IASB proposed a revision to ASU 2014-09 which would allow companies to defer adoption of this standard for up to one year.  We have not yet selected a transition method and are currently evaluating the impact of this guidance on our Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”).  The guidance requires an entity to present debt issuance costs in the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts or premiums, rather than as an asset.  Amortization of debt issuance costs will continue to be reported as interest expense.  Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement.  The guidance is effective for annual periods beginning after December 15, 2015, and for interim periods within those fiscal years (our fiscal year 2017).  Early adoption is permitted.  If we had adopted ASU 2015-03 as of June 2, 2015, $0.8 million and $3.2 million of debt issuance costs would have been reclassified from Prepaid rent and other expenses and Other assets, respectively, to a reduction in the carrying amount of our debt in our June 2, 2015 Consolidated Balance Sheet.

Critical Accounting Policies

Our MD&A is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make subjective or complex judgments that may affect the reported financial condition and results of operations. We base our estimates on historical experience and other assumptions that we believe to be reasonable in the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.  We periodically evaluate the information used to make these estimates as our business and the economic environment changes.

We believe that of our significant accounting policies, the following may involve a higher degree of judgment and complexity.  Our significant accounting policies are more fully described in Note 1 to the Consolidated Financial Statements.

Impairment of Long-Lived Assets

We evaluate the carrying value of any individual restaurant when the cash flows of such restaurant have deteriorated and we believe the probability of continued operating and cash flow losses indicate that the net book value of the restaurant may not be recoverable. In performing the review for recoverability, we consider the forecasted future cash flows expected to result from the use of the restaurant and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying value of the restaurant, an impairment loss is recognized for the amount by which the net book value of the assets exceeds their fair value. Otherwise, an impairment loss is not recognized. Fair value is market participant-based upon estimated discounted future cash flows expected to be generated from continuing use through the expected disposal date and the expected salvage value.

Under our policies, recurring or projected annual negative cash flow signals a potential impairment.  If a restaurant that has been open for at least six full quarters shows negative cash flow results, we evaluate the plan to reverse the negative performance.   Both qualitative and quantitative information are considered when evaluating for potential impairments.

-43-

At June 2, 2015, we had 52 restaurants that had been open for more than six full quarters with rolling 12-month negative cash flows of which 34 have been impaired to salvage value.  Of the 18 which remained, we reviewed the plans to improve cash flows and determined that no impairment was necessary.  The remaining net book value of these 18 restaurants, four of which are located on owned properties, was $13.8 million at June 2, 2015.

Should cash flows at these 18 cash flow negative restaurants not improve within a reasonable period of time, further impairment charges are possible.  Considerable management judgment is necessary to estimate future cash flows, including cash flows from continuing use, terminal value, closure costs, salvage value, and sublease income.  Accordingly, actual results could vary significantly from our estimates.

We perform tests for impairment of intangible assets when events or circumstances indicate it might be impaired.  As also discussed in Note 7 to the Consolidated Financial Statements, we tested the Lime Fresh trademark for impairment during fiscal years 2014 and 2013 as factors were present which indicated the trademark may be impaired.  We determined that the Lime Fresh trademark was partially impaired and recorded charges of $0.9 million and $5.0 million during fiscal years 2014 and 2013, respectively.

Income Tax Valuation Allowances and Tax Accruals

We record deferred tax assets for various items and a valuation allowance against those deferred tax assets when current available information raises doubt as to their ultimate realization.   Despite the existence of long carryforward periods for some of our largest deferred tax assets, such as unused employment tax credits and federal and/or state net operating losses, and a history of realizing our deferred tax assets by utilizing those credits and losses in subsequent or carryback years, a three-year cumulative pre-tax loss is an example of negative evidence that raises doubt as to the realization of the deferred tax assets.  To determine the appropriate amount of the valuation allowance, we schedule a year-by-year estimation of the reversal of existing taxable temporary differences in order to determine the availability of future taxable income which would allow for the realization of our existing deferred tax assets.   While we are able to incorporate tax planning strategies into our analysis, we do not factor projected future income until such time that the positive evidence supporting realization outweighs the negative evidence (most significantly, the three-year cumulative pre-tax loss). 

We recorded a valuation allowance for deferred tax assets of $62.8 million and $54.6 million as of June 2, 2015 and June 3, 2014, respectively.  Included in income tax expense from continuing operations is the expense from the additional valuation allowance of $9.1 million, $31.2 million, and $20.9 million for fiscal years 2015, 2014, and 2013, respectively.  Additionally, a valuation allowance (benefit)/expense of $(0.3) million and $1.3 million was included in income tax expense from discontinued operations in fiscal 2014 and 2013, respectively.  Given that we last recorded pre-tax income in fiscal 2011, we will likely not be able to reverse the significant valuation allowance recorded in the near future.  Our recorded valuation allowance may be subject to material changes in the future, as our ability to utilize deferred tax assets can significantly change based on future events, including our determinations as to the feasibility of certain tax planning strategies.  Upon such time that we are able to reverse the deferred tax asset valuation allowance, income tax expense will be reduced, and net income will correspondingly be increased, by the amount we are able to reverse.

Lease Obligations

We lease a significant number of our restaurant properties. At the inception of the lease, each property is evaluated to determine whether the lease will be accounted for as an operating or capital lease. The term used for this evaluation includes renewal option periods only in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty.  The primary penalty to which we are subject is the economic detriment associated with our investment into leasehold improvements which might become impaired should we choose not to continue the use of the leased property.

Our lease term used for straight-line rent expense is calculated from the date we take possession of the leased premises through the end of the lease term. There is potential for variability in our “rent holiday” period which begins on the possession date and ends on the earlier of the restaurant open date or the commencement of rent payments. Factors that

-44-

may affect the length of the rent holiday period generally relate to construction-related delays. Extension of the rent holiday period due to delays in restaurant opening will result in greater preopening rent expense recognized during the rent holiday period.

For leases that contain predetermined fixed rent escalations, we record the total rent payable during the lease term, as determined above, on the straight-line basis over the term of the lease (including the “rent holiday” period beginning upon possession of the premises), and we record the difference between the minimum rents paid and the straight-line rent as deferred escalating minimum rent.

Certain leases contain provisions that require additional rental payments, called "contingent rents," when the associated restaurants' sales volumes exceed agreed-upon levels. We recognize contingent rental expense (in annual as well as interim periods) prior to the achievement of the specified target that triggers the contingent rental expense, provided that achievement of that target is considered probable.

The judgment regarding the probable term for each restaurant property lease impacts the classification and accounting for a lease as capital or operating, the rent holiday and/or escalation in payments that are taken into consideration when calculating straight-line rent and the term over which leasehold improvements for each restaurant amortized.  The material factor we consider when making this judgment is the total amount invested in the restaurant at the inception of the lease and whether management believes that renewal appears reasonably assured.  While a different term may produce materially different amounts of depreciation, amortization, and rent expense than reported, our historical lease renewal rates support the judgments made.  We have not made any changes to the nature of the assumptions used to account for leases in any of the fiscal years presented in our Consolidated Financial Statements.

We record the estimated future lease obligations on closed leased restaurants for which we have not sublet or settled the lease with the respective landlord as of a quarter end date.  Inherent in these estimates is an assumption on the time period we anticipate it will take to reach a settlement with our landlord or to execute on a sublease agreement.  We calculate the lease obligation as the present value of future minimum net lease or settlement payments using a discount rate that takes into account the remaining time period prior to the estimated date of resolution.  As further discussed in Note 7 to the Consolidated Financial Statements, our estimated lease obligations for closed restaurants as of June 2, 2015 and June 3, 2014 were $7.1 million and $10.9 million, respectively.

Estimated Liability for Self-Insurance

We self-insure a portion of our expected losses under our workers’ compensation, general liability, and property insurance programs.  Specifically with our workers’ compensation and general liability coverages, we have stop loss insurance for individual claims in excess of stated loss amounts.  Insurance liabilities are recorded based on third-party actuarial estimates of the ultimate incurred losses, net of payments made.  The estimates themselves are based on standard actuarial techniques that incorporate both the historical loss experience of the Company and supplemental information as appropriate.

The analysis performed in calculating the estimated liability is subject to various assumptions including, but not limited to, (a) the quality of historical loss and exposure information, (b) the reliability of historical loss experience to serve as a predictor of future experience, (c) the reasonableness of insurance trend factors and governmental indices as applied to the Company, and (d) projected payrolls and revenue.  As claims develop, the actual ultimate losses may differ from actuarial estimates.  Therefore, an analysis is performed quarterly to determine if modifications to the accrual are required.

Known Events, Uncertainties, and Trends

Cash and cash equivalents as of June 2, 2015 has increased to $75.3 million.  Our overall goal is to invest in our brand and to strengthen our balance sheet to improve credit metrics.  As such, our first priority is to ensure that we have adequate cash levels to run the business and internally fund our capital expenditures.  Our second priority is to reduce our outstanding debt to help improve our credit metrics with the goal of improved flexibility and access to capital at reasonable rates.  As discussed further in Note 16 to the Consolidated Financial Statements, to that end we prepaid and retired ten additional mortgage loan obligations with an aggregate June 2, 2015 balance of $8.3 million subsequent to the end of fiscal year 2015.  Lastly, we would consider share repurchase within the limitations of our debt covenants to return capital to shareholders.  Any of these actions, in any particular period and the actual amount thereof, remain at

-45-

Index

the discretion of the Board of Directors, and no assurance can be given that any such actions will be taken in the future.

Repurchases of Senior Notes

We are allowed under the terms of the Senior Credit Facility to prepay up to $20.0 million of indebtedness in any fiscal year to various holders of the Senior Notes.  While we did not repurchase any of our Senior Notes in fiscal year 2015, as discussed in Note 6 to the Consolidated Financial Statements, we repurchased $20.0 million of the Senior Notes during the year ended June 3, 2014 for $20.0 million plus $0.2 million of accrued interest.  We realized losses of $0.7 million on these transactions.  As of the date of this filing, we may repurchase an additional $20.0 million of the Senior Notes during the remainder of fiscal year 2016.  Any future repurchases of the Senior Notes, if any, will likely be funded with available cash on hand.

Dividends

During fiscal 1997, our Board of Directors approved a dividend policy as an additional means of returning capital to our shareholders.  No dividends were declared or paid during the three year period ended June 2, 2015.  Thepayment of a dividend in any particular future period and the actual amount thereof remains at the discretion of the Board of Directors and is restricted by the covenants in certain of our debt agreements, and no assurance can be given that dividends will be paid in the future.

Fiscal Year

Our fiscal year 2016 will contain 52 weeks and end on May 31, 2016.

Impact of Inflation

The impact of inflation on the cost of food, labor, supplies, utilities, real estate, and construction costs could adversely impact our operating results.  Historically, we have been able to recover certain inflationary cost increases through increased menu prices coupled with more efficient purchasing practices and productivity improvements.  Competitive pressures may limit our ability to completely recover such cost increases.  Historically, the effect of inflation has not significantly impacted our net income.

Item 7A. Quantitative and Qualitative

Disclosure About Market Risk

We are exposed to market risk from fluctuations in interest rates and changes in commodity prices.  The interest rate charged on our Senior Credit Facility can vary based on the interest rate option we choose to utilize.  Our options for the rate are LIBOR or a Base Rate plus an applicable margin provided that the rate shall not be less than zero.  The Base Rate is defined as the highest of the issuing bank’s prime rate, the Federal Funds rate plus 0.50%, or the Adjusted LIBO rate (as defined in the Senior Credit Facility) plus 1.0%.  The applicable margin for the LIBOR rate-based option is a percentage ranging from 2.50% to 3.50% and for the Base Rate option is a percentage ranging from 1.50% to 2.50%.  As of June 2, 2015, the total amount of outstanding debt subject to interest rate fluctuations was $1.3 million.  A hypothetical 100 basis point change in short-term interest rates would result in an increase or decrease in interest expense of an insignificant amount per year, assuming a consistent capital structure.

Many of the ingredients used in the products we sell in our restaurants are commodities that are subject to unpredictable price volatility.  This volatility may be due to factors outside our control such as weather and seasonality.  We attempt to minimize the effect of price volatility by negotiating fixed price contracts for the supply of key ingredients.  Historically, and subject to competitive market conditions, we have been able to mitigate the negative impact of price volatility through adjustments to average check or menu mix.

-46-

Item 8. Financial Statements and Supplementary Data

Ruby Tuesday, Inc. and Subsidiaries

Index to Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive Loss for the Fiscal Years Ended
June 2, 2015, June 3, 2014, and June 4, 2013	48
Consolidated Balance Sheets as of June 2, 2015 and June 3, 2014	49
Consolidated Statements of Shareholders' Equity for the Fiscal Years Ended
June 2, 2015, June 3, 2014, and June 4, 2013	50
Consolidated Statements of Cash Flows for the Fiscal Years Ended
June 2, 2015, June 3, 2014, and June 4, 2013	51
Notes to Consolidated Financial Statements	52-92
Reports of Independent Registered Public Accounting Firm	93-94

-47-

Ruby Tuesday, Inc. and Subsidiaries
Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per-share data)
	For the Fiscal Year Ended
	June 2,			June 3,			June 4,
	2015			2014			2013
Revenue:
Restaurant sales and operating revenue	$	1,120,142		$	1,162,423		$	1,245,226
Franchise revenue		6,424			6,323			6,261
		1,126,566			1,168,746			1,251,487
Operating costs and expenses:
Cost of goods sold (excluding depreciation shown below)		305,306			321,521			341,512
Payroll and related costs		383,261			404,379			419,679
Other restaurant operating costs		244,352			260,447			259,014
Depreciation		50,148			54,828			59,122
Selling, general, and administrative, net		115,327			137,151			138,782
Closures and impairments, net		10,542			32,831			14,656
Goodwill and trademark impairments		–			855			14,058
Interest expense, net		22,735			24,945			26,576
Loss on extinguishment of debt		–			1,364			22
		1,131,671			1,238,321			1,273,421
Loss from continuing operations before income taxes		(5,105	)		(69,575	)		(21,934	)
(Benefit)/provision for income taxes from continuing
operations		(1,911	)		(4,665	)		1,500
Loss from continuing operations		(3,194	)		(64,910	)		(23,434	)
Income/(loss) from discontinued operations, net of tax		–			564			(15,979	)
Net loss	$	(3,194	)	$	(64,346	)	$	(39,413	)
Other comprehensive (loss)/income:
Pension liability reclassification, net of tax		(40	)		45			3,312
Total comprehensive loss	$	(3,234	)	$	(64,301	)	$	(36,101	)
Basic loss per share:
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)
Diluted loss per share:
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)
Weighted average shares:
Basic		60,580			60,231			61,040
Diluted		60,580			60,231			61,040
The accompanying notes are an integral part of the consolidated financial statements.

-48-

Ruby Tuesday, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except per-share data)

	June 2, 2015			June 3, 2014
Assets:
Current assets:
Cash and cash equivalents	$	75,331		$	51,326
Accounts receivable		5,287			4,861
Inventories:
Merchandise		12,861			12,924
China, silver and supplies		7,550			8,250
Income tax receivable		–			2,133
Deferred income taxes		–			3,397
Prepaid rent and other expenses		13,181			12,216
Assets held for sale		5,453			4,683
Total current assets		119,663			99,790
Property and equipment, net		752,174			794,846
Other assets		57,554			61,791
Total assets	$	929,391		$	956,427
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable	$	23,005		$	26,201
Accrued liabilities:
Taxes, other than income and payroll		11,067			11,221
Payroll and related costs		20,351			22,637
Insurance		7,633			5,962
Deferred revenue – gift cards		16,636			16,584
Rent and other		20,535			26,402
Current maturities of long-term debt, including capital leases		10,861			4,816
Income tax payable		1,069			–
Deferred income taxes, net		7			–
Total current liabilities		111,164			113,823
Long-term debt and capital leases, less current maturities		234,173			253,875
Deferred income taxes, net		1,442			3,500
Deferred escalating minimum rent		50,768			48,827
Other deferred liabilities		66,261			75,193
Total liabilities		463,808			495,218
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common stock, $0.01 par value; (authorized:  100,000  shares;
issued:  2015 – 62,098 shares, 2014 – 61,442 shares)		621			614
Capital in excess of par value		83,870			76,269
Retained earnings		392,032			395,226
Deferred compensation liability payable in Company stock		681			622
Company stock held by Deferred Compensation Plan		(681	)		(622	)
Accumulated other comprehensive loss		(10,940	)		(10,900	)
		465,583			461,209
Total liabilities and shareholders' equity	$	929,391		$	956,427

The accompanying notes are an integral part of the consolidated financial statements.

-49-

Index

Ruby Tuesday, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity
(In thousands)
											Company Stock
											Held by the		Accumulated
	Common Stock				Capital In				Deferred		Deferred		Other		Total
	Issued				Excess of		Retained		Compensation		Compensation		Comprehensive		Shareholders’
	Shares		Amount		Par Value		Earnings		Liability		Plan		Loss		Equity
Balance, June 5, 2012	64,038		$640		$90,856		$498,985		$1,008		$(1,008	)	$(14,257	)	$576,224
Net loss							(39,413	)							(39,413	)
Pension and post-retirement
benefit plans, net of taxes
of $2,180													3,312		3,312
Shares issued pursuant to
compensation plans, net of
Cancellations	1,292		13		4,077										4,090
Share-based compensation, net of
taxes of $1,581					2,900										2,900
Stock repurchases	(4,082	)	(41	)	(30,237	)									(30,278	)
Changes in Deferred
Compensation Plan									86		(86	)			–
Balance, June 4, 2013	61,248		612		67,596		459,572		1,094		(1,094	)	(10,945	)	516,835
Net loss							(64,346	)							(64,346	)
Pension and post-retirement
benefit plans, net of taxes of $0													45		45
Shares issued pursuant to
compensation plans, net of
cancellations	258		3		1,573										1,576
Share-based compensation, net of
taxes of $(99)					7,678										7,678
Stock repurchases	(64	)	(1	)	(578	)									(579	)
Changes in Deferred
Compensation Plan									(472	)	472				–
Balance, June 3, 2014	61,442		614		76,269		395,226		622		(622	)	(10,900	)	461,209
Net loss							(3,194	)							(3,194	)
Pension and post-retirement
benefit plans, net of taxes of $0													(40	)	(40	)
Shares issued pursuant to
compensation plans, net of
cancellations	665		7		549										556
Share-based compensation, net of
taxes of $(13)					7,125										7,125
Stock repurchases	(9	)			(73	)									(73	)
Changes in Deferred
Compensation Plan									59		(59	)			–
Balance, June 2, 2015	62,098		$621		$83,870		$392,032		$681		$(681	)	$(10,940	)	$465,583

The accompanying notes are an integral part of the consolidated financial statements.

-50-

Index

Ruby Tuesday, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)	For the Fiscal Year Ended
	June 2, 2015			June 3, 2014			June 4, 2013
Operating activities:
Net loss	$	(3,194	)	$	(64,346	)	$	(39,413	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		50,148			54,828			60,018
Amortization of intangibles		2,243			2,519			3,287
Deferred income taxes		(3,695	)		1,646			(15,771	)
Loss on impairments, including disposition of assets		10,896			24,132			30,369
Goodwill and trademark impairments		–			855			14,058
Loss on extinguishment of debt		–			1,364			22
Share-based compensation expense		7,112			7,579			4,481
Excess tax benefits from share-based compensation		(39	)		(284	)		(382	)
Lease reserve adjustments		1,460			6,815			4,248
Deferred escalating minimum rent		2,342			2,733			3,110
Pension curtailment expense		–			–			2,481
Other, net		2,728			5,032			2,242
Changes in operating assets and liabilities:
Receivables		(440	)		(204	)		(311	)
Inventories		763			9,698			(1,842	)
Income taxes		3,202			(233	)		(1,063	)
Prepaid and other assets		(1,875	)		(1,392	)		(2,036	)
Accounts payable, accrued and other liabilities		(16,740	)		(5,367	)		(27,544	)
Net cash provided by operating activities		54,911			45,375			35,954
Investing activities:
Purchases of property and equipment		(31,010	)		(28,339	)		(37,117	)
Proceeds from sale-leaseback transactions, net		–			5,637			51,765
Proceeds from disposal of assets		11,260			15,526			6,997
Insurance proceeds from property claims		145			218			–
Reductions in Deferred Compensation Plan assets		1,318			901			840
Other, net		790			(146	)		(372	)
Net cash (used)/provided by investing activities		(17,497	)		(6,203	)		22,113
Financing activities:
Principal payments on long-term debt		(13,638	)		(40,232	)		(27,180	)
Stock repurchases		(73	)		(579	)		(30,278	)
Payments for debt issuance costs		(293	)		(1,802	)		(358	)
Proceeds from exercise of stock options		556			1,576			4,090
Excess tax benefits from share-based compensation		39			284			382
Net cash used by financing activities		(13,409	)		(40,753	)		(53,344	)
Increase/(decrease) in cash and cash equivalents		24,005			(1,581	)		4,723
Cash and cash equivalents:
Beginning of year		51,326			52,907			48,184
End of year	$	75,331		$	51,326		$	52,907
Supplemental disclosure of cash flow information:
Cash paid for:
Interest, net of amount capitalized	$	20,804		$	22,638		$	24,771
Income taxes, net	$	543		$	727		$	3,833
Significant non-cash investing and financing activities:
Retirement of fully depreciated assets	$	23,842		$	44,775		$	46,793
Reclassification of properties to assets held for sale	$	7,218		$	9,982		$	11,257
Changes in property and equipment included in accounts payable	$	–		$	1,443		$	–
Monetization of, and subsequent reinvestment into, life insurance policies	$	6,851		$	7,972		$	–
The accompanying notes are an integral part of the consolidated financial statements.

-51-

Ruby Tuesday, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1.  Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.

Description of Business and Principles of Consolidation

Ruby Tuesday, Inc. including its wholly-owned subsidiaries (“RTI,” the “Company,” “we” and/or “our”) develops, operates and franchises casual dining restaurants in the United States, Guam, and 13 foreign countries under the Ruby Tuesday® brand.  We also own and operate 19 Lime Fresh Mexican Grill® (“Lime Fresh”) fast casual restaurants.  At June 2, 2015, we owned and operated 658 Ruby Tuesday restaurants concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest of the United States, which we consider to be our core markets.  As of our fiscal year end, there were 78 domestic and international franchise Ruby Tuesday restaurants located in 13 states primarily outside of our existing core markets (primarily the Western United States and portions of the Midwest) and in the Asia Pacific Region, Middle East, Canada, Iceland, Eastern Europe, the United Kingdom, and Central and South America.  Also at fiscal year end, there were seven domestic franchise Lime Fresh restaurants located in Florida and Texas.

RTI consolidates its wholly-owned subsidiaries.  All significant intercompany accounts and transactions have been eliminated.

Fiscal Year

Our fiscal year ends on the first Tuesday following May 30 and, as a result, a 53rd week is added every five or six years.  The fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013 each contained 52 weeks.

Cash and Cash Equivalents

Our cash management program provides for the investment of excess cash balances in short-term money market instruments.  These money market instruments are stated at cost, which approximates market value.  We consider amounts receivable from credit card companies and marketable securities with a maturity of three months or less when purchased to be cash equivalents.  Book overdrafts are recorded in accounts payable and are included within operating cash flows.

Inventories

Inventories consist of food, supplies, china and silver and are stated at the lower of cost (first-in, first-out) or market.

Property and Equipment and Depreciation

Property and equipment, net, is reported at cost less accumulated depreciation.  Expenditures for major renewals and betterments are capitalized while expenditures for repairs and maintenance are expensed as incurred.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets.  Estimated useful lives of depreciable assets generally range from three to 35 years for buildings and improvements and from three to 15 years for restaurant and other equipment.  See Note 5 to the Consolidated Financial Statements for further discussion regarding our property and equipment.

Impairment or Disposal of Long-Lived Assets

We review our long-lived assets related to each restaurant to be held and used in the business, including any allocated intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable.  We evaluate restaurants based upon cash flows as our primary indicator of impairment.  Assets are reviewed at the lowest level for which cash flows can be identified, which, for property and equipment, net, is the individual restaurant level.  If the carrying amount of the restaurant is not recoverable, we record an impairment loss for the excess of the carrying amount over the fair value.

-52-

Index

When we decide to close a restaurant it is reviewed for impairment and depreciable lives are considered for adjustment.  The impairment evaluation is based on the estimated cash flows from continuing use through the expected disposal date and the expected terminal value.  Any gain or loss recognized upon disposal of the assets associated with a closed restaurant is recorded as a component of Closures and impairments, net in our Consolidated Statements of Operations and Comprehensive Loss.

See Note 7 to the Consolidated Financial Statements for a further discussion regarding our closures and impairments, including the impairments of goodwill and other long-lived assets.

Other Intangible Assets

Other intangible assets which are included in Other assets, net in the Consolidated Balance Sheets consist of the following (in thousands):

	2015				2014
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Reacquired franchise rights	$	14,417	$	9,871	$	14,460	$	8,371
Trademarks		4,208		862		4,194		390
Favorable leases *		2,059		403		2,059		322
Acquired franchise agreements		1,500		677		1,500		463
Other		–		–		100		41
	$	22,184	$	11,813	$	22,313	$	9,587

* As of June 2, 2015 and June 3, 2014, we also had $0.8 million and $0.9 million, respectively, of unfavorable lease liabilities which resulted from the terms of acquired franchise operating lease contracts being unfavorable relative to market terms of comparable leases on the acquisition date.  The majority of these liabilities are included within Other deferred liabilities in our Consolidated Balance Sheets.

The reacquired franchise rights reflected in the table above were acquired as part of certain franchise acquisitions.  Trademarks consist primarily of the Lime Fresh trademark that was acquired as part of the Lime Fresh acquisition in fiscal 2012.  The favorable leases resulted from the terms of acquired franchise operating lease contracts being favorable relative to market terms of comparable leases on the acquisition date.

Amortization expense of other intangible assets for fiscal years 2015, 2014, and 2013 totaled $2.2 million, $2.5 million, and $3.3 million, respectively.  We amortize acquired and reacquired franchise rights on a straight-line basis over the remaining term of the franchise operating agreements.  The weighted average amortization period of acquired and reacquired franchise rights is 7.3 years and 8.4 years, respectively.  We amortize favorable leases as a component of rent expense on a straight-line basis over the remaining lives of the leases.  The weighted average amortization period of the favorable leases is 25.6 years.  We amortize trademarks on a straight-line basis over the life of the trademarks, typically 10 years.  Amortization expense for intangible assets for each of the next five years is expected to be $1.9 million in fiscal year 2016, $1.6 million in fiscal year 2017, $1.3 million in fiscal year 2018, $1.3 million in fiscal year 2019, and $1.1 million in fiscal year 2020.  Rent expense resulting from amortization of favorable leases, net of the amortization of unfavorable leases, is expected to be insignificant for each of the next five years.

We evaluate reacquired franchise rights and favorable leases for impairment as part of our evaluation of restaurant-level impairments.

Debt Acquisition Costs

We defer debt acquisition costs and amortize them over the terms of the related agreements using a method that approximates the effective interest method.  Unamortized debt acquisition costs of $1.5 million and $1.3 million were included within Prepaid rent and other expenses and $4.3 million and $5.7 million were included within Other assets in our Consolidated Balance Sheets as of June 2, 2015 and June 3, 2014, respectively.

-53-

Index

Lease Obligations

Approximately 55% of our 677 Company-owned restaurants are located on leased properties.  Of these, approximately 69% are land leases only; the other 31% are for both land and building.  The initial terms of these leases expire at various dates over the next 21 years.  At the inception of the lease, each property is evaluated to determine whether the lease will be accounted for as an operating or capital lease. The term used for this evaluation includes renewal option periods only in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty.  The primary penalty to which we are subject is the economic detriment associated with our investment into leasehold improvements which might become impaired should we choose not to continue the use of the leased property.

These leases may also contain required increases in minimum rent at varying times during the lease term and have options to extend the terms of the leases at a rate that is included in the original lease agreement.  Most of our leases require the payment of additional (contingent) rent that is based upon a percentage of restaurant sales above agreed upon sales levels for the year.  These sales levels vary for each restaurant and are established in the lease agreements.  We recognize contingent rental expense (in annual as well as interim periods) prior to the achievement of the specified target that triggers the contingent rental expense, provided that achievement of that target is considered probable.

Certain of our operating leases contain predetermined fixed escalations of the minimum rentals during the term of the lease, which includes option periods where failure to exercise such options would result in an economic penalty.  For these leases, we recognize the related rental expense on a straight-line basis over the term of the lease, beginning with the point at which we obtain control and possession of the leased properties, and record the difference between the amounts charged to operations and amounts paid as deferred escalating minimum rent.  Any lease incentives received are deferred and subsequently amortized on a straight-line basis over the term of the lease as a reduction to rent expense.

Estimated Liability for Self-Insurance

We self-insure a portion of our expected losses under our workers’ compensation, general liability, and property insurance programs.  Specifically with our workers’ compensation and general liability coverages, we have stop loss insurance for individual claims in excess of stated loss amounts.  Insurance liabilities are recorded based on third-party actuarial estimates of the ultimate incurred losses, net of payments made.  The estimates themselves are based on standard actuarial techniques that incorporate both the historical loss experience of the Company and supplemental information as appropriate.

Pensions and Post-Retirement Medical Benefits

As discussed further in Note 8 to the Consolidated Financial Statements, during the fourth quarter of fiscal year 2015 we adopted Accounting Standards Update (“ASU”) 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets.  As a result, beginning with fiscal year 2015, we measure and recognize the funded status of our defined benefit and postretirement plans in our Consolidated Balance Sheets as of May 31.  The funded status represents the difference between the projected benefit obligation and the fair value of plan assets.  The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of future salary increases and years of service, as applicable.  The difference between the projected benefit obligation and the fair value of assets that has not previously been recognized as expense is recorded as a component of other comprehensive loss.  We record a curtailment when an event occurs that significantly reduces the accrual of defined benefits.

Revenue Recognition

Revenue from restaurant sales is recognized when food and beverage products are sold.  We present sales net of coupons, discounts, sales tax, and other sales-related taxes.  Deferred revenue-gift cards primarily represents our liability for gift cards that have been sold, but not yet redeemed, and is recorded at the expected redemption value.  When the gift cards are redeemed, we recognize restaurant sales and reduce the deferred revenue.  Gift cards sold at a discount are recorded as revenue upon redemption of the associated gift cards at an amount net of the related discount.

Breakage income represents the value associated with the portion of gift cards sold that will most likely never be redeemed.  Using gift card redemption history, we have determined that substantially all of our customers utilize their gift cards within two years from the date of purchase.  Accordingly, we recognize gift card breakage income for non-escheatable amounts beginning 24 months after the date of activation.

-54-

Index

We recognized gift card breakage income of $2.0 million, $0.6 million, and $1.9 million during fiscal years 2015, 2014, and 2013, respectively.  This income is included as an offset to Other Restaurant Operating Costs in the Consolidated Statements of Operations and Comprehensive Loss.

Franchise development and license fees received are recognized when substantially all of our material obligations under the franchise agreements have been performed and the restaurant has opened for business.  Franchise royalties are recognized as franchise revenue on the accrual basis.  Advertising amounts received from domestic franchisees are considered by us to be reimbursements, recorded on an accrual basis when earned, and have been netted against selling, general, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

We charge our franchisees various monthly fees that are calculated as a percentage of the respective franchise’s monthly sales.  Our Ruby Tuesday concept franchise agreements allow us to charge up to a 4.0% royalty fee, a 1.5% support service fee, a 1.5% marketing and purchasing fee, and an advertising fee of up to 3.0%.  Our Lime Fresh concept franchise agreements allow us to charge up to a 5.25% royalty fee and an advertising fee of up to 3.0%.  We defer recognition of franchise fee revenue for any amounts greater than 60 days past due.

A further description of our franchise programs is provided in Note 2 to the Consolidated Financial Statements.

Pre-Opening Expenses

Salaries, personnel training costs, pre-opening rent, and other expenses of opening new facilities are charged to expense as incurred.

Share-Based Employee Compensation Plans

We measure and recognize share-based payment transactions, including grants of employee stock options and restricted stock, as compensation expense based on the fair value of the equity award on the grant date.  We estimate the fair value of service-based stock option awards using the Black-Scholes option pricing model.  The fair values of restricted stock awards are based on the closing prices of our common stock on the dates prior to the grant date.  We estimate the grant date fair value of market-based awards using the Monte-Carlo simulation model.  This compensation expense is recognized over the service period on a straight-line basis for all awards except those awarded to retirement-eligibleindividuals, which are recognized on the grant date at estimated fair value.  We classify share-based compensation expense consistent with all other compensation expenses in Selling, general, and administrative, net in our Consolidated Statements of Operations and Comprehensive Loss.  See Note 10 to the Consolidated Financial Statements for further discussion regarding our share-based employee compensation plans.

Marketing Costs

Except for television and radio advertising production costs which we expense when the advertisement is first shown, we expense marketing costs as incurred.  Marketing expenses, net of franchise reimbursements, which are included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss, totaled $49.4 million, $67.2 million, and $71.4 million for fiscal years 2015, 2014, and 2013, respectively.

Income Taxes

Our deferred income taxes are determined utilizing the asset and liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities and operating loss and tax credit carry forwards.  Temporary differences represent the cumulative taxable or deductible amounts recorded in the consolidated financial statements in different years than recognized in the tax returns.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  If, after consideration of all available positive and negative evidence, current available information raises doubt as to the realization of the deferred tax assets, the need for a valuation allowance is addressed.  A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carry-back declines, if we project lower levels of future taxable income, or if we have recently experienced pretax losses.  Such a valuation allowance is established through a charge to income tax expense which adversely affects our reported operating results.  The judgments and estimates utilized when establishing, and subsequently adjusting, a deferred tax asset valuation allowance are reviewed on a periodic basis as regulatory and business factors change.

-55-

Index

The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  We recognize interest and penalties accrued related to unrecognized tax benefits as components of our income tax expense in the Consolidated Statements of Operations and Comprehensive Loss.

We recognize in our consolidated financial statements the benefit of a position taken or expected to be taken in a tax return when it is more likely than not (i.e. a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities.  A recognized tax position is then measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement.  Changes in judgment that result in subsequent recognition, derecognition or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) are recognized as a discrete item in the interim period in which the change occurs.

See Note 9 to the Consolidated Financial Statements for a further discussion of our income taxes.

Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during each period presented.  Diluted earnings per share gives effect to stock options and restricted stock outstanding during the applicable periods, except during loss periods as the effect would be anti-dilutive.  The following table reflects the calculation of weighted average common and dilutive potential common shares outstanding as presented in the accompanying Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per-share data):

	2015			2014			2013
Loss from continuing operations	$	(3,194	)	$	(64,910	)	$	(23,434	)
Income/(loss) from discontinued operations		–			564			(15,979	)
Net loss	$	(3,194	)	$	(64,346	)	$	(39,413	)
Weighted average common shares outstanding		60,580			60,231			61,040
Dilutive effect of stock options and restricted stock		–			–			–
Weighted average common and dilutive potential
common shares outstanding		60,580			60,231			61,040
Loss per share – Basic
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)
Loss per share – Diluted
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)

-56-

Index

Stock options with an exercise price greater than the average market price of our common stock and certain options and restricted stock with unrecognized compensation expense do not impact the computation of diluted loss per share because the effect would be anti-dilutive.  The following table summarizes stock options and restricted shares that were excluded from the computation of diluted loss per share because their inclusion would have had an anti-dilutive effect (in thousands):

	2015	2014	2013
Stock options	3,057	2,833	2,161
Restricted shares	1,352	1,121	1,492
Total	4,409	3,954	3,653

Comprehensive Loss

Comprehensive loss includes net loss adjusted for certain revenue, expenses, gains and losses that are excluded from net loss in accordance with U.S. GAAP, such as pension and other postretirement medical plan adjustments.  Comprehensive loss is shown as a separate component in the Consolidated Statements of Operations and Comprehensive Loss.

Fair Value of Financial Instruments

Fair value is the price that we would receive to sell an asset or pay to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.  For assets and liabilities we record or disclose at fair value, we determine the fair value based upon the quoted market price, if available.  If a quoted market price is not available, we determine the fair value based upon the quoted market price of similar assets or the present value of expected future cash flows using discount rates appropriate for the duration.

The fair values are assigned a level within the following fair value hierarchy to prioritize the inputs used to measure the fair value of assets or liabilities:

·   Level 1 – Observable inputs based on quoted prices in active markets for identical assets or liabilities;

·   Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

·   Level 3 – Unobservable inputs in which little or no market data exists which require the reporting entity to develop its own assumptions.

See Notes 8 and 13 to the Consolidated Financial Statements for a further discussion of our fair value measurements.

Segment Reporting

Operating segments are components of an entity that engage in business activities with discrete financial information available that is regularly reviewed by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources.  Our CODM is the Company’s President and Chief Executive Officer.  We consider our Ruby Tuesday and Lime Fresh concepts to be our reportable operating segments.

Accounting Pronouncements Adopted During Fiscal 2015

As discussed further in Note 9 to the Consolidated Financial Statements, we adopted ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists during the first quarter of fiscal year 2015.

As discussed further in Note 8 to the Consolidated Financial Statements, we adopted ASU 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”) during the fourth quarter of fiscal year 2015.

Accounting Pronouncements Not Yet Adopted

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).  The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances.  The guidance is

-57-

Index

effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter (our fiscal year 2017).  Early application is permitted.  We do not believe the adoption of this guidance will have an impact on our Consolidated Financial Statements.

In May 2014, the FASB and International Accounting Standards Board (“IASB”) jointly issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).  ASU 2014-09 will replace almost all existing revenue recognition guidance, including industry specific guidance, upon its effective date.  The standard’s core principle is for a company to recognize revenue when it transfers goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled.  A company may also need to use more judgment and make more estimates when recognizing revenue, which could result in additional disclosures.  ASU 2014-09 also provides guidance for transactions that were not addressed comprehensively in previous guidance, such as the recognition of breakage income from the sale of gift cards.  The standard permits the use of either the retrospective or cumulative effect transition method.  The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 (the first quarter of our fiscal year 2019).  During the fourth quarter of fiscal year 2015, the FASB and IASB proposed a revision to ASU 2014-09 which would allow companies to defer adoption of this standard for up to one year.  We have not yet selected a transition method and are currently evaluating the impact of this guidance on our Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”).  The guidance requires an entity to present debt issuance costs in the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts or premiums, rather than as an asset.  Amortization of debt issuance costs will continue to be reported as interest expense.  Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement.  The guidance is effective for annual periods beginning after December 15, 2015, and for interim periods within those fiscal years (our fiscal year 2017).  Early adoption is permitted.  If we had adopted ASU 2015-03 as of June 2, 2015, $0.8 million and $3.2 million of debt issuance costs would have been reclassified from Prepaid rent and other expenses and Other assets, respectively, to a reduction in the carrying amount of our debt in our June 2, 2015 Consolidated Balance Sheet.

2.  Franchise Programs

As of June 2, 2015, our franchise programs included arrangements with 30 domestic and international Ruby Tuesday concept franchisees and six domestic Lime Fresh franchisees.  At the end of fiscal year 2015, our franchisees collectively operated 78 Ruby Tuesday and seven Lime Fresh restaurants.  We do not own any equity interest in our existing franchisees.

We enter into development agreements with our franchisees that require them to open varying numbers of Ruby Tuesday or Lime Fresh restaurants.  As of June 2, 2015, eight of our 30 Ruby Tuesday concept franchisees had agreements to develop new franchised Ruby Tuesday restaurants.  None of our six Lime Fresh concept domestic franchisees had an agreement to develop new Lime Fresh restaurants as of June 2, 2015.  During fiscal 2015, 2014, and 2013, our Ruby Tuesday franchisees opened six, seven, and two restaurants, respectively, pursuant to development agreements, as follows:

	Ruby Tuesday			Lime Fresh
Fiscal Year	Domestic	International	Total
2015	–	6	6	2
2014	1	6	7	2*
2013	–	2	2	2*

*One of the Lime Fresh franchise restaurant openings in each of fiscal year 2014 and 2013 was opened in Chile by an international franchisee.  Both of these restaurants closed during the fourth quarter of fiscal year 2014.

-58-

Index

In conjunction with these openings, we recognized development and licensing fee income totaling $0.2 million in each of fiscal 2015, 2014, and 2013.

Deferred development and licensing fees associated with all franchisees, which are reported as a component of Other deferred liabilities in our Consolidated Balance Sheets, totaled $0.6 million and $0.8 million as of June 2, 2015 and June 3, 2014, respectively.  We will recognize these fees as income when we have substantially performed all material services and the restaurant has opened for business.

3.  Discontinued Operations

In an effort to focus primarily on the sales turnaround of our core Ruby Tuesday concept and secondly, to improve the financial performance of our Lime Fresh concept, we completed the closure of our Marlin & Ray’s, Wok Hay, and Truffles restaurants during fiscal year 2013.  We have classified the results of operations of these concepts as discontinued operations for the fiscal years ended June 3, 2014 and June 4, 2013.  The results of operations of our discontinued operations are as follows (in thousands):

	June 3, 2014			June 4, 2013
Restaurant sales and operating revenue	$	–		$	11,884
Income/(loss) before income taxes	$	458		$	(24,498	)
Benefit for income taxes		(106	)		(8,519	)
Income/(loss) from discontinued operations	$	564		$	(15,979	)

4.  Accounts Receivable

Accounts receivable consist of the following (in thousands):

	2015		2014
Rebates receivable	$	943	$	930
Amounts due from franchisees		1,995		1,281
Third-party gift card sales		1,330		1,636
Other receivables		1,019		1,014
	$	5,287	$	4,861

We negotiate purchase arrangements, including price terms, with designated and approved suppliers on behalf of us and our franchise system.  We receive various volume discounts and rebates based on purchases for our Company-owned restaurants from numerous suppliers.

Amounts due from franchisees consist of royalties, license and other miscellaneous fees, a substantial portion of which represents current and recently-invoiced billings.

-59-

5.  Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-Leaseback Transactions

Property and equipment, net, is comprised of the following (in thousands):

	2015		2014
Land	$	212,073	$	214,277
Buildings		426,813		430,988
Improvements		358,549		365,599
Restaurant equipment		247,775		248,852
Other equipment		87,782		84,876
Surplus properties*		10,504		18,351
Construction in progress and other		4,316		3,895
		1,347,812		1,366,838
Less accumulated depreciation		595,638		571,992
	$	752,174	$	794,846

* Surplus properties represent assets held for sale that are not classified as such in the Consolidated Balance Sheets as we do not expect to sell these assets within the next 12 months.  These assets primarily consist of parcels of land upon which we have no intention to build restaurants, closed properties which include a building, and liquor licenses not needed for operations.

Included within the current assets section of our Consolidated Balance Sheets at June 2, 2015 and June 3, 2014 are amounts classified as assets held for sale totaling $5.5 million and $4.7 million, respectively.  Assets held for sale primarily consist of parcels of land upon which we have no intention to build restaurants, land and buildings of closed restaurants, and various liquor licenses.  In addition to operating restaurants sold and leased back, as discussed below, during fiscal years 2015, 2014, and 2013 we sold surplus properties with carrying values of $9.5 million, $14.0 million, and $6.4 million, respectively, at net gains of $1.7 million, $1.5 million, and $0.6 million, respectively.  Cash proceeds, net of broker fees, from these sales totaled $11.2 million, $15.4 million, and $7.0 million, respectively.

During the fiscal years ended June 3, 2014 and June 4, 2013, we completed sale-leaseback transactions of the land and building for three and 24 Company-owned Ruby Tuesday concept restaurants, respectively, for gross cash proceeds of $5.9 million and $54.4 million, respectively, exclusive of transaction costs of approximately $0.3 million and $2.6 million, respectively.  Equipment was not included.  The carrying value of the properties sold was $4.8 million and $41.4 million, respectively.  The leases have been classified as operating leases and have initial terms of 15 years, with renewal options of up to 20 years.  Net proceeds from the sale-leaseback transactions were used for general corporate purposes, including capital expenditures, debt payments, and the repurchase of shares of our common stock.

We realized gains during fiscal years 2014 and 2013 on the sale-leaseback transactions of $0.8 million and $10.4 million, respectively, which have been deferred and are being recognized on a straight-line basis over the initial terms of the leases.  The current portion of the deferred gains on all sale-leaseback transactions to date was $1.1 million as of both June 2, 2015 and June 3, 2014, and is included in Accrued liabilities – Rent and other in our Consolidated Balance Sheets.  The long-term portion of the deferred gains on all sale-leaseback transactions to date was $11.9 million and $13.0 million as of June 2, 2015 and June 3, 2014, respectively, and is included in Other deferred liabilities in our Consolidated Balance Sheets.  Amortization of the deferred gains of $1.1 million, $1.1 million, and $0.8 million is included within Other restaurant operating costs in our Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013, respectively.

The following is a schedule by year of future minimum lease payments under operating leases that have initial lease terms in excess of one year as of June 2, 2015 (in thousands):

2016	$	48,974
2017		46,198
2018		44,055
2019		41,327
2020		38,041
Subsequent years		457,607
Total minimum lease payments	$	676,202

-60-

The amounts included in the table above include lease payments for certain optional renewal periods for which exercise is considered reasonably assured as well as operating leases totaling $3.0 million as discussed below for which sublease income from franchisees or others is expected.

The following schedule shows the future minimum sub-lease payments contractually due from franchisees and others for the next five years and thereafter under noncancelable sub-lease agreements (in thousands):

	Franchisees		Others		Total
2016	$	247	$	493	$	740
2017		247		352		599
2018		247		276		523
2019		208		182		390
2020		27		182		209
Subsequent years		–		565		565
Total minimum sub-lease payments	$	976	$	2,050	$	3,026

The following table summarizes our minimum and contingent rent expense and our sublease rental income under our operating leases (in thousands):

	2015			2014			2013
Included within continuing operations
Minimum rent	$	50,489		$	52,774		$	51,398
Contingent rent		745			430			472
		51,234			53,204			51,870
Sublease rental income		(504	)		(409	)		(357	)
	$	50,730		$	52,795		$	51,513
Included within discontinued operations				$	–		$	546

The amounts shown for fiscal years 2015, 2014, and 2013 above exclude rent expense of $1.2 million, $5.7 million, and $2.0 million, respectively, relating to lease reserves established for closed restaurants or dead sites, which is included within Closures and impairments expense in our Consolidated Statements of Operations and Comprehensive Loss.

6.  Long-Term Debt and Capital Leases

Long-term debt and capital lease obligations consist of the following (in thousands):

	2015			2014
Senior unsecured notes	$	215,000		$	215,000
Unamortized discount		(2,162	)		(2,503	)
Senior unsecured notes less unamortized discount		212,838			212,497
Revolving credit facility		–			–
Mortgage loan obligations		31,607			45,252
Unamortized premium on mortgage loan obligations		383			741
Capital lease obligations		206			201
		245,034			258,691
Less current maturities		10,861			4,816
	$	234,173		$	253,875

-61-

Index

Estimated annual maturities of long-term debt and capital lease obligations at June 2, 2015 are as follows (in thousands):

2016	$	10,975	*
2017		11,875
2018		2,570
2019		2,617
2020		217,153
Subsequent years		1,623
	$	246,813

* As further discussed in Note 16 to the Consolidated Financial Statements, we prepaid and retired $8.3 million of our mortgage loan obligations subsequent to June 2, 2015.

On May 14, 2012, we entered into an indenture (the “Indenture”) among the Company, certain subsidiaries of the Company as guarantors and Wells Fargo Bank, National Association as trustee, governing the Company’s $250.0 million aggregate principal amount of 7.625% senior notes due 2020 (the “Senior Notes”).  The Senior Notes were issued at a discount of $3.7 million, which is being amortized using the effective interest method over the eight-year term of the notes.

The Senior Notes are guaranteed on a senior unsecured basis by our existing and future domestic restricted subsidiaries, subject to certain exceptions.  They rank equal in right of payment with our existing and future senior indebtedness and senior in right of payment to any of our future subordinated indebtedness.  The Senior Notes are effectively subordinated to all of our secured debt, including borrowings outstanding under our revolving credit facility, to the extent of the value of the assets securing such debt and structurally subordinated to all of the liabilities of our existing and future subsidiaries that do not guarantee the Senior Notes.

Interest on the Senior Notes is calculated at 7.625% per annum, payable semiannually on each May 15 and November 15 to holders of record on the May 1 or November 1 immediately preceding the interest payment date.  Accrued interest on the Senior Notes and our other long-term debt and capital lease obligations is included in Accrued liabilities – Rent and other in our Consolidated Balance Sheets.  The Senior Notes mature on May 15, 2020.

At any time prior to May 15, 2016, we may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus an applicable “make-whole” premium and accrued and unpaid interest.  At any time on or after May 15, 2016, we may redeem the Senior Notes, in whole or in part, at the redemption prices specified in the Indenture plus accrued and unpaid interest.  We may redeem up to 35% of the Senior Notes from the proceeds of certain equity offerings.  There is no sinking fund for the Senior Notes.

The Indenture contains covenants that limit, among other things, our ability and the ability of certain of our subsidiaries to (i) incur or guarantee additional indebtedness; (ii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iii) make certain investments; (iv) create liens or use assets as security in other transactions; (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of their assets; (vi) enter into transactions with affiliates; and (vii) sell or transfer certain assets.  The Indenture also restricts the declaration and payment of a dividend or other distribution on, and/or repurchase by RTI in respect of, its outstanding common stock at any time and from time to time.  These covenants are subject to a number of important exceptions and qualifications, as described in the Indenture, and certain covenants will not apply at any time when the Senior Notes are rated investment grade by the Rating Agencies, as defined in the Indenture.  The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Senior Notes to be due and payable immediately.

On December 3, 2013, we entered into the four-year revolving credit agreement (the “Senior Credit Facility”) under which we may borrow up to $50.0 million with the option, subject to certain conditions, to increase the facility by up to $35.0 million.  The Senior Credit Facility, which was obtained to provide access to capital for general corporate purposes, replaced a previous five-year $200.0 million credit facility that was set to expire in December 2015.  The terms of the Senior Credit Facility provide for a $25.0 million sublimit for the issuance of standby letters of credit.  In connection with entering into the Senior Credit Facility, included within Interest expense, net and Loss on extinguishment of debt in our Consolidated Statements of Operations and Comprehensive Loss for the year ended June

-62-

Index

3, 2014 are charges of $0.7 million relating to the write-off of the pro rata portion of unamortized debt issuance costs associated with our previous credit facility.

Under the terms of the Senior Credit Facility, interest rates charged on borrowings can vary depending on the interest rate option we choose to utilize.  Our options for the rate are a Base Rate or LIBOR plus an applicable margin, provided that the rate shall not be less than zero.  The Base Rate is defined as the highest of the issuing bank’s prime rate, the Federal Funds rate plus 0.50%, or the Adjusted LIBO rate (as defined in the Senior Credit Facility) plus 1.0%.  The applicable margin for the LIBOR rate-based option is a percentage ranging from 2.50% to 3.50% and for the Base Rate option is a percentage ranging from 1.50% to 2.50%.  We pay commitment fees quarterly ranging from 0.40% to 0.75% on the unused portion of the Senior Credit Facility.

As security for the Senior Credit Facility, we granted the lenders liens and security interests in substantially all of the shares of capital stock of the Company and each of our present and future subsidiaries, substantially all of the personal property of the Company and each of our present and future subsidiaries, and the real property, improvements, and fixtures of 49 Ruby Tuesday restaurants.  The real property, improvements, and fixtures of the 49 restaurants pledged as collateral appraised at $101.4 million at the time of the transaction and have a June 2, 2015 net book value of $79.2 million.

We had no borrowings outstanding under the Senior Credit Facility at June 2, 2015.  After consideration of letters of credit outstanding, we had $37.5 million available under the Senior Credit Facility as of June 2, 2015.

The Senior Credit Facility contains a number of customary affirmative and negative covenants that, among other things, limit or restrict our ability to incur liens, engage in mergers or other fundamental changes, make acquisitions, investments, loans and advances, pay dividends or other distributions, sell or otherwise dispose of certain assets, engage in certain transactions with affiliates, enter into burdensome agreements or certain hedging agreements, amend organizational documents, change accounting practices, incur additional indebtedness and prepay other indebtedness.  Under the terms of the Senior Credit Facility we are allowed, under certain circumstances, to repurchase up to $20.0 million of the Senior Notes in any fiscal year.  We did not repurchase any Senior Notes during the year ended June 2, 2015.  During the year ended June 3, 2014, we repurchased $20.0 million of the Senior Notes for $20.0 million plus $0.2 million of accrued interest.  We realized losses of $0.7 million on these transactions.  The balance on the Senior Notes was $215.0 million at June 2, 2015.

Under the Senior Credit Facility, we are required to comply with financial covenants relating to the maintenance of a maximum leverage ratio and a minimum fixed charge coverage ratio.  The terms of the Senior Credit Facility require us to maintain a maximum leverage ratio of no more than 4.75 to 1.0 and a minimum fixed charge coverage ratio of 1.4 to 1.0 for the quarter ended June 2, 2015.  The minimum required ratios fluctuate thereafter as provided in the Senior Credit Facility.

The Senior Credit Facility terminates no later than December 3, 2017.  Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Senior Credit Facility and any ancillary loan documents.

On December 3, 2013, in connection with our entry into the Senior Credit Facility, the Company and certain of its subsidiaries entered into loan modification agreements (the “Loan Modification Agreements”) with certain mortgage lenders to, among other things, provide waivers and consents under certain of our mortgage loan obligations to enter into the Senior Credit Facility.  The Loan Modification Agreements also, among other things, amend certain financial reporting requirements under the specified loans and modify and/or provide for certain financial covenants for the specified loans, including the maximum funded debt covenant and the minimum consolidated fixed charge coverage ratio.

We were in compliance with our maximum funded debt covenant and our minimum consolidated fixed charge coverage ratio as of June 2, 2015.

Our $31.6 million in mortgage loan obligations as of June 2, 2015 consists of various loans acquired upon franchise acquisitions.  These loans, which mature between January 2017 and July 2022, have balances which range from $0.3

-63-

Index

million to $7.3 million and interest rates of 7.60% to 10.17%.  Many of the properties acquired from franchisees collateralize the loans outstanding.

During fiscal year 2015, we prepaid and retired ten mortgage loan obligations with an aggregate balance of $9.0 million using cash on hand.  In connection with the retirement of these obligations, we paid $1.0 million in prepayment premiums and an insignificant amount of accrued interest.  Additionally, as further discussed in Note 16 to the Consolidated Financial Statements, on July 9, 2015, we prepaid and retired an additional ten mortgage loan obligations with an aggregate balance of $8.3 million as of June 2, 2015.  The prepayment of this debt eliminated one mortgage lender and allowed for the release of 26 properties which had served as collateral.

7.  Closures and Impairments Expense, Including Goodwill and Trademark Impairments

Closures and impairments, net include the following (in thousands):

	2015			2014			2013
Closures and impairments from continuing operations:
Property impairments	$	9,822		$	24,335		$	11,325
Closed restaurant lease reserves		1,461			7,302			2,844
Other closing expense		966			2,181			1,152
Gain on sale of surplus properties		(1,707	)		(987	)		(665	)
Closures and impairments, net	$	10,542		$	32,831		$	14,656
Closures and impairments from discontinued operations				$	(468	)	$	21,674

Included within Closures and impairments, net for fiscal year 2015 are impairments of $7.7 million related to restaurants with deteriorating operational performance, $1.8 million related to surplus properties, and $0.3 million associated with lease expirations and restaurant closures.

During fiscal year 2014, we closed 33 Ruby Tuesday concept restaurants in connection with a plan approved by the Board of Directors of Ruby Tuesday, Inc..  Of these closures, 11 of the restaurants closed upon expiration of their lease.  Included within Closures and impairments, net for fiscal year 2014 are impairment charges of $4.8 million in connection with early restaurant closures.

In addition to impairment charges recorded in connection with the planned closures discussed above, during fiscal year 2014, we recorded $13.5 million of impairments relating to 32 open restaurants with deteriorating operational performance and a $0.9 million impairment charge for the Lime Fresh trademark.  The Lime Fresh trademark, which previously had been impaired by $5.0 million in fiscal year 2013, has a net book value of $3.1 million remaining at June 2, 2015.

Included in Closures and impairments, net from continuing operations for fiscal year 2013 are $4.3 million of impairment and lease charges relating to the closing of four Lime Fresh concept restaurants and $3.6 million of impairment charges for four underperforming Lime Fresh open restaurants, two of which closed during fiscal year 2014.

As discussed further in Note 3 to the Consolidated Financial Statements, in an effort to focus primarily on the sales turnaround of our core Ruby Tuesday concept and secondly, to improve the financial performance of our Lime Fresh concept, we completed the closure of our Marlin & Ray’s, Wok Hay, and Truffles restaurants during fiscal year 2013.  As a result of these decisions, pre-tax charges of $21.7 million were recognized for asset impairments, lease reserves, and other closing costs within Loss from discontinued operations, net of tax for the fiscal year ended June 4, 2013.

-64-

Index

A rollforward of our future lease obligations associated with closed restaurants is as follows (in thousands):

	Reserve for Lease Obligations
Balance at June 4, 2013	$	8,727
Closing expense including rent and other lease charges		6,815
Payments		(5,805	)
Other adjustments		1,136
Balance at June 3, 2014		10,873
Closing expense including rent and other lease charges		1,461
Payments		(4,807	)
Other adjustments		(476	)
Balance at June 2, 2015	$	7,051

The amounts comprising future lease obligations in the table above are estimated using certain assumptions, including the period of time it will take to settle the lease with the landlord or find a suitable sublease tenant, and the amount of actual future cash payments could differ from our recorded lease obligations.  Of the total future lease obligations included in the table above, $7.0 million and $10.5 million are included within the Accrued liabilities – Rent and other caption in our Consolidated Balance Sheets as of June 2, 2015 and June 3, 2014, respectively.  For fiscal year 2016 and beyond, our focus will be on obtaining settlements, or subleases as necessary, on as many of these leases as possible and these settlements could be higher or lower than the amounts recorded.  The actual amount of any cash payments made by the Company for lease contract termination costs will be dependent upon ongoing negotiations with the landlords of the leased restaurant properties.

Goodwill

Goodwill represents the excess of costs over the fair market value of assets of businesses acquired.  We recorded goodwill with the acquisition of Lime Fresh during fiscal 2012.  Impairment tests for goodwill require a two-step process and are performed after testing of all other assets is complete.  Under the first step, the estimation of fair value of the reporting unit is compared with its carrying value, including goodwill.  If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss, if any.  Goodwill impairment exists when the implied fair value of goodwill is less than its carrying value.  The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation.

During the fourth quarter of fiscal year 2013, we tested the goodwill associated with the fiscal year 2012 acquisition of our Lime Fresh concept using the two-step method as discussed above.  The results of the first step indicated a potential goodwill impairment as the fair value of the Lime Fresh concept was less than its carrying value.  We determined the fair value of the Lime Fresh concept using the discounted cash flow method.  The results of the second step indicated that all of the goodwill recorded in connection with the Lime Fresh acquisition was impaired.   Accordingly, we recorded a fiscal year 2013 charge of $9.0 million ($5.4 million, net of tax) representing the full value of our Lime Fresh concept goodwill.

8.  Employee Post-Employment Benefits

In April 2015, the FASB issued ASU 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”).  The guidance permits entities with a fiscal year-end that does not coincide with a month-end to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and to apply that practical expedient consistently from year to year.  ASU 2015-04 is to be applied on a prospective basis and to all plans if an entity has more than one plan.  The guidance is effective for the annual periods beginning after December 15, 2015, and for interim periods within those fiscal years (our fiscal year 2016).  Early application of this guidance is permitted, and we early adopted ASU 2015-04 during the fourth quarter of our fiscal year 2015.  As a result of our early adoption, the date used to measure our fiscal year 2015 plan assets and obligations for all plans was May 31, 2015.  The adoption of ASU 2015-04 did not have a significant impact on our Consolidated Financial Statements.

-65-

Index

Pension and Postretirement Medical and Life Benefits

We sponsor three defined benefit pension plans for active employees and offer certain postretirement benefits for retirees.  A summary of each of these is presented below.

Retirement Plan

RTI sponsors the Morrison Restaurants Inc. Retirement Plan (the "Retirement Plan"). Effective December 31, 1987, the Retirement Plan was amended so that no additional benefits would accrue and no new participants could enter the Retirement Plan after that date. Participants receive benefits based upon salary and length of service.

Minimum funding for the Retirement Plan is determined in accordance with the guidelines set forth in employee benefit and tax laws.  From time to time we may contribute additional amounts as we deem appropriate.  We estimate that we will be required to make contributions totaling $0.2 million to the Retirement Plan in fiscal year 2016.

The Retirement Plan’s assets are held in a trust and were allocated as follows on the measurement dates:

	2015		2014
	Target Allocation	Actual Allocation	Target Allocation	Actual Allocation
Equity securities	39-69%	58%	60-80%	71%
Fixed income securities	12-42%	23%	20-40%	22%
Public real estate investment trusts	0-10%	5%	0-10%	4%
Cash and cash equivalents	0-20%	1%	0%	2%
Other	0-24%	13%	0-10%	1%
Total		100%		100%

The Retirement Plan fiduciaries set investment policies and strategies for the Retirement Plan’s trust.  The overall investment objective is to invest the Retirement Plan’s assets in a structure designed to produce returns, over a long-term horizon (greater than 10 years), that meets the actuarially assumed rate of return.  The Retirement Plan’s fiduciaries oversee the investment allocation process, which includes selecting investment managers, commissioning periodic asset-liability studies, setting long-term strategic targets, and monitoring asset allocations.  Target allocation ranges are guidelines, not limitations, and occasionally the Retirement Plan’s fiduciaries will approve allocations above or below a target range.  In fiscal year 2015, we changed our target allocation to reduce the Retirement Plan’s exposure to equity securities risk.  The target allocation percentages presented above reflect an objective focused on capital appreciation with a secondary focus on current income through a higher allocation to equities than fixed income, and where appropriate, other asset classes.

Under the terms of the investment policy statement, plan assets are comprised of two major classes: equity and fixed income securities.  The goal of the equity portfolio is to produce a total return that will provide a hedge against inflation.  Equity securities can include both domestic and international securities with a long-term strategic target to maintain an equity allocation of approximately 54% of the total market value of plan assets.

The goal of the fixed income portfolio is to reduce the overall volatility of the Retirement Plan, provide a stable stream of income, and provide a hedge against deflation without exposure to excessive interest rate or credit rate risk.  Fixed income securities should be primarily U.S. Treasury or Government Agency securities and investment-grade corporate bonds at the time of purchase with a long-term strategic target to maintain a fixed income allocation of approximately 27% of the total market value of plan assets.

Aside from equity and fixed income securities, the trust may also invest in alternative investments, such as public real estate investment trusts and mutual funds investing in hedge funds and commodities, with a long-term strategic target to maintain an allocation of approximately 19% of the total market value of plan assets.

-66-

The fair values of assets held by the Retirement Plan by asset category are as follows (in thousands):

	2015				2014
Level 2:
Cash and cash equivalents		$	78		$	108
Level 1:
Equity securities
U.S.-based companies			2,701			3,798
International-based companies			1,277			1,161
Fixed income securities			1,584			1,546
Public real estate investment trusts			328			303
Other			883			104
Fair value of plan assets as of measurement date		$	6,851		$	7,020
Benefit payments after measurement date			(65	)		–
Total assets reported as of fiscal year end		$	6,786		$	7,020

Executive Supplemental Pension Plan and Management Retirement Plan

Under these unfunded defined benefit pension plans, eligible employees earn supplemental retirement income based upon salary and length of service, reduced by social security benefits and amounts otherwise receivable under other specified Company retirement plans. Effective June 1, 2001, the Management Retirement Plan was amended so that no additional benefits would accrue and no new participants could enter the plan after that date.

On November 30, 2012, Samuel E. Beall, III, our former Chief Executive Officer (“CEO”), stepped down from management and the Board of Directors.  Mr. Beall was paid a lump-sum pension payment of $8.1 million on June 4, 2013.  Additionally, we recorded a pre-tax curtailment expense of $2.5 million during fiscal year 2013 representing the recognition of a pro rata portion (calculated as the percentage reduction in the projected benefit obligation due to Mr. Beall’s lump-sum pension payment on June 4, 2013) of the unrecognized loss recorded within accumulated other comprehensive loss.

Although considered to be unfunded, we own whole-life insurance contracts in order to provide a source of funding for benefits due under the terms of the Executive Supplemental Pension Plan and the Management Retirement Plan.  Benefits payable under these two plans are paid from a rabbi trust which holds the insurance contracts.  We will on occasion contribute additional amounts into the rabbi trust in the event of a liquidity shortfall.  We currently project that benefit payments from the rabbi trust for these two plans will approximate $3.2 million in fiscal year 2016.

Postretirement Medical and Life Benefits

Our Postretirement Medical and Life Benefits plans provide medical benefits to substantially all retired employees and life insurance benefits to certain retirees. The medical plan requires retiree cost sharing provisions that are more substantial for employees who retire after January 1, 1990.

The following tables detail the components of net periodic benefit cost for the Retirement Plan, Management Retirement Plan, and the Executive Supplemental Pension Plan (collectively, the "Pension Plans") and the Postretirement Medical and Life Benefits plans, which is recorded as a component of Selling, general, and administrative expense, net in our Consolidated Statements of Operations and Comprehensive Loss (in thousands):

	Pension Benefits
	2015			2014			2013
Service cost	$	301		$	356		$	460
Interest cost		1,773			1,737			2,100
Expected return on plan assets		(498	)		(444	)		(409	)
Amortization of prior service cost (a)		1			1			106
Recognized actuarial loss		1,718			1,711			2,259
Curtailment expense		–			–			2,481
Net periodic benefit cost	$	3,295		$	3,361		$	6,997

-67-

	Postretirement Medical and Life Benefits
	2015		2014			2013
Service cost	$	4	$	13		$	10
Interest cost		46		67			60
Amortization of prior service cost (a)		–		(46	)		(56	)
Recognized actuarial loss		134		244			214
Net periodic benefit cost	$	184	$	278		$	229

(a) Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.

The following table details changes in the amounts recognized in accumulated other comprehensive loss in our 2015 and 2014 Consolidated Financial Statements for the Pension Plans and the Postretirement Medical and Life Benefits plans (in thousands):

	Pension Benefits						Postretirement Medical and Life Benefits
	2015			2014			2015			2014
Beginning of year	$	(17,086	)	$	(16,419	)	$	(1,017	)	$	(1,729	)
Net actuarial loss/(gain)		(1,782	)		(2,379	)		(111	)		514
Amortization of prior service (cost)/credit		1			1			–			(46	)
Amortization of actuarial gain		1,718			1,711			134			244
End of year	$	(17,149	)	$	(17,086	)	$	(994	)	$	(1,017	)

The change in benefit obligation and plan assets and reconciliation of funded status is as follows (in thousands):

	Pension Benefits						Postretirement Medical and Life Benefits
	2015			2014			2015			2014
Change in benefit obligation:
Beginning projected benefit obligation	$	42,774		$	40,308		$	1,376		$	1,896
Service cost		301			356			4			13
Interest cost		1,773			1,737			46			67
Plan participant contributions		–			–			78			91
Actuarial loss/(gain)		1,620			2,736			111			(514	)
Benefits paid		(2,625	)		(2,363	)		(211	)		(177	)
Benefit obligation at end of year	$	43,843		$	42,774		$	1,404		$	1,376
Change in plan assets:
Beginning fair value of plan assets	$	7,020		$	6,506		$	–		$	–
Actual return on plan assets		336			800			–			–
Employer contributions		2,055			2,077			133			86
Plan participant contributions		–			–			78			91
Benefits paid		(2,625	)		(2,363	)		(211	)		(177	)
Fair value of plan assets at
end of year	$	6,786		$	7,020		$	–		$	–
Funded status at end of year	$	(37,057	)*	$	(35,754	)*	$	(1,404	)	$	(1,376	)

-68-

Amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities – payroll and related
costs	$	(3,185	)	$	(3,277	)	$	(137	)	$	(128	)
Other deferred liabilities		(33,872	)		(32,477	)		(1,267	)		(1,248	)
Net amount recognized at year-end	$	(37,057	)	$	(35,754	)	$	(1,404	)	$	(1,376	)
Amounts recognized in accumulated other comprehensive loss:
Prior service credit	$	(1	)	$	(2	)	$	–		$	–
Net actuarial loss		(17,148	)		(17,084	)		(994	)		(1,017	)
Total amount recognized	$	(17,149	)	$	(17,086	)	$	(994	)	$	(1,017	)

* The funded status reflected above includes the liabilities attributable to all of the Pension Plans but only the assets of the Retirement Plan as the other plans are not considered funded for Employee Retirement Income Security Act purposes. To provide a source for the payment of benefits under the Executive Supplemental Pension Plan and the Management Retirement Plan, we own whole-life insurance contracts on some of the participants. The cash value of these policies, which are included within the Other Assets caption in our Consolidated Balance Sheets, was $29.5 million and $29.7 million at June 2, 2015 and June 3, 2014, respectively. In addition, we held in trust a negligible amount and $0.2 million of cash and cash equivalents as of June 2, 2015 and June 3, 2014, respectively, relating to these policies. We maintain a rabbi trust to hold the policies and death benefits as they are received.

During fiscal years 2015, 2014, and 2013, we reclassified the following items out of accumulated other comprehensive loss and into Pension and Postretirement Medical and Life Benefits expense, which is included in Selling, general and administrative, net within our Consolidated Statements of Operations and Comprehensive Loss, as follows (in thousands):

	2015		2014			2013
Recognized actuarial loss	$	1,852	$	1,955		$	2,473
Amortization of prior service cost/(credit)		1		(46	)		50
Curtailment expense		–		–			2,481
		1,853		1,909			5,004
Income taxes		–		–			(1,986	)
Pension reclassification, net of tax	$	1,853	$	1,909		$	3,018

The estimated prior service cost for the Pension and the Postretirement Medical and Life Benefits plans that will amortized from accumulated other comprehensive income into net periodic pension cost in fiscal year 2016 is insignificant.  The estimated net loss for the Pension and the Postretirement Medical and Life Benefits plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost in fiscal year 2016 is $2.0 million.

Additional measurement date information for the Pension and Postretirement Medical and Life Benefits plans which have benefit obligations in excess of plan assets (in thousands):

	Pension Plans				Postretirement Medical and Life Benefits
	June 2, 2015		June 3, 2014		June 2, 2015		June 3, 2014
Projected benefit obligation	$	43,843	$	42,774	$	1,404	$	1,376
Accumulated benefit
obligation		43,518		42,002		1,404		1,376
Fair value of plan assets		6,786		7,020		–		–

-69-

The weighted average assumptions used to determine the net periodic benefit cost for fiscal years are set forth below:

	Pension Plans
	2015	2014	2013
Discount rate	4.4%	4.5%	4.5%
Expected return on plan assets	7.0%	7.0%	7.3%
Rate of compensation increase	2.0%	2.0%	2.0%
	Postretirement Medical and Life Benefits
	2015	2014	2013
Discount rate	3.5%	3.7%	3.9%
Rate of compensation increase	2.0%	2.0%	2.0%

Our estimated long-term rate of return on plan assets represents the weighted average of expected future returns on the asset categories included in our target investment allocation based primarily on the historical returns for each asset category, adjusted for an assessment of current market conditions.

The weighted average assumptions used to determine benefit obligations at the measurement dates are set forth below:

	Pension Plans
	2015	2014
Discount rate	4.2%	4.4%
Rate of compensation increase	2.0%	2.0%
	Postretirement Medical and Life Benefits
	2015	2014
Discount rate	3.6%	3.5%
Rate of compensation increase	2.0%	2.0%

We currently are assuming a gross medical trend rate of 7.0% for fiscal 2016.  We expect this rate to decrease approximately 0.25% per year for an ultimate trend rate of 5.0% in fiscal 2024.  A change in this rate of 1.0% would have no significant impact on our net periodic postretirement benefit expense or our accrued postretirement benefits liability.

The benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are set forth below (in thousands):

	Pension Plans		Postretirement Medical and Life Benefits
2016	$	3,911	$	137
2017		2,425		132
2018		2,368		147
2019		2,318		129
2020		2,276		122
2021-2025		20,126		568

Expected benefits are estimated based on the same assumptions used to measure our benefit obligation on our measurement date of May 31, 2015 and, where applicable, include benefits attributable to estimated further employee service.

Defined Contribution Plans

We sponsor two defined contribution plans for active employees, as summarized below.

Salary Deferral Plan

RTI offers certain employees a 401(k) plan called the Ruby Tuesday, Inc. Salary Deferral Plan (“401(k) Plan”). We make matching contributions to the 401(k) Plan based on each eligible employee's pre-tax contribution and years of service.  We match in cash each fiscal quarter a specified percentage of the participating employee's first 6% of pre-tax

-70-

Index

contribution based on achievement of a same-restaurant sales performance factor.  Company matches do not vest until the employees have worked for us three years.  Given that the Company did not achieve the 2015, 2014, or 2013 same-restaurant sales performance factor in order for there to be an employer match, we had no expense related to the 401(k) Plan for fiscal years 2015, 2014, or 2013.

Deferred Compensation Plan

On January 5, 2005, our Board of Directors approved the adoption of the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (the “Deferred Compensation Plan”), effective as of January 1, 2005, and froze the existing deferred compensation plan, the Ruby Tuesday, Inc. Restated Deferred Compensation Plan (the “Predecessor Plan”), effective as of December 31, 2004, in order to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, enacted as part of the American Jobs Creation Act of 2004.

Like the Predecessor Plan, the Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan for eligible employees.  The Company matching provisions of the Deferred Compensation Plan are similar to those of the 401(k) Plan.  We had no expenses for Company match under the Deferred Compensation Plan for fiscal years 2015, 2014, or 2013.  Assets earmarked to pay benefits under the Deferred Compensation Plan are held by a rabbi trust.  Assets and liabilities of a rabbi trust must be accounted for as if they are Company assets or liabilities and are therefore reported on our Consolidated Balance Sheets.  Furthermore, all Deferred Compensation Plan earnings and expenses are recorded in our Consolidated Statements of Operations and Comprehensive Loss.  The Deferred Compensation Plan’s assets and liabilities approximated $8.0 million and $9.6 million as of June 2, 2015 and June 3, 2014, respectively.  Of these amounts, $0.7 million and $0.5 million was included in Prepaid and other expenses and Accrued liabilities – Payroll and related costs, and $7.3 million and $8.4 million was included in Other assets, net and Other deferred liabilities in the June 2, 2015 and June 3, 2014 Consolidated Balance Sheets, respectively.  The investment in RTI common stock and the related liability payable in RTI common stock, which totaled $0.7 million and $0.6 million as of June 2, 2015 and June 3, 2014, respectively, is reflected in Shareholders’ Equity in the Consolidated Balance Sheets.

Executive Separations and Corporate Support Services Restructuring

Fiscal 2015

On June 26, 2014, our then Executive Vice President, Chief Financial Officer stepped down as Chief Financial Officer and subsequently retired from the Company on August 4, 2014.  Additionally, three Senior Vice Presidents, our Chief Development Officer, Chief Legal Officer and Secretary, and Chief Marketing Officer left the Company on July 24, 2014, December 12, 2014, and April 27, 2015, respectively.  During the year ended June 2, 2015, we recorded severance expense and made severance payments of $0.3 million in connection with the separation agreements for certain of these former executives.

Fiscal 2014

On June 7, 2013, our then President, Ruby Tuesday Concept, Chief Operations Officer left the Company.  During fiscal 2014, we recorded severance expense of $0.9 million in connection with the separation agreement for the former executive, which represents obligations pursuant to the Ruby Tuesday, Inc. Severance Pay Plan (the “Severance Plan”) of two times base salary.  The Severance Plan was subsequently terminated on October 7, 2013.

On October 30, 2013, our then Senior Vice President, Chief People Officer left the Company.  During the second quarter of fiscal 2014, we recorded severance expense of $0.4 million in connection with his separation agreement, an amount representing one year of his annual base salary plus his remaining vacation for fiscal 2014.

Between November 20, 2013 and June 3, 2014, we eliminated approximately 82 management and staff personnel, respectively, at our Restaurant Support Services Center in Maryville, Tennessee.  These reductions occurred in connection with an ongoing comprehensive review of our cost structure.  These executive and other employee separations resulted in transition-related costs during the year ended June 3, 2014 of $4.3 million for employee severance and unused vacation.

Fiscal 2013

On November 30, 2012, Sandy E. Beall, III, our founder and former President, CEO, and Chairman of the Board of Directors stepped down from management and the Board of Directors.  In connection with a transition agreement between the Company and Mr. Beall, the material terms of which were finalized as of June 5, 2012, we accrued $2.2 million of severance during the fourth quarter of fiscal 2012.  Mr. Beall’s severance was paid during the third quarter

-71-

Index

of fiscal 2013.  As previously mentioned, on June 4, 2013, Mr. Beall received a lump sum payment of $8.1 million, representing the full amount due to him under the Executive Supplemental Pension Plan, six-months following his retirement.

As of June 2, 2015, liabilities of $0.3 million, representing unpaid obligations in connection with the separations and restructurings, were included within Accrued liabilities: Payroll and related costs in our Consolidated Balance Sheet.  Costs reflected in the table below related to employee severance and unused vacation accruals are included within Selling, general, and administrative, net in our Consolidated Statements of Operations and Comprehensive Loss.  A roll forward of our obligations in connection with employee separations is as follows (in thousands):

Balance at June 4, 2013	$	310
Employee severance and unused vacation accruals		4,294
Cash payments		(3,549	)
Balance at June 3, 2014	$	1,055
Employee severance and unused vacation accruals		1,211
Cash payments		(1,953	)
Balance at June 2, 2015	$	313

See Note 10 to the Consolidated Financial Statements for discussion of the impact of executive separations to our share-based employee compensation costs.

9.  Income Taxes

Income tax benefit for fiscal years 2015, 2014, and 2013 was allocated as follows (in thousands):

	2015			2014			2013
(Benefit)/provision for income taxes from
continuing operations	$	(1,911	)	$	(4,665	)	$	1,500
Benefit for income taxes from
discontinued operations		–			(106	)		(8,519	)
Total benefit for income taxes	$	(1,911	)	$	(4,771	)	$	(7,019	)

Income tax (benefit)/expense from continuing operations includes the following components (in thousands):

	2015			2014			2013
Current:
Federal	$	1,714		$	(5,047	)	$	8,966
State		(48	)		(1,586	)		1,200
Foreign		118			322			163
		1,784			(6,311	)		10,329
Deferred:
Federal		(3,254	)		2,346			(8,397	)
State		(441	)		(700	)		(432	)
		(3,695	)		1,646			(8,829	)
	$	(1,911	)	$	(4,665	)	$	1,500

-72-

Deferred tax assets and liabilities are comprised of the following (in thousands):

	2015	2014
Deferred tax assets:
General business credits carryforward	$      53,955	$     48,007
Employee benefits	25,343	22,748
Deferred escalating minimum rents	20,536	19,832
Goodwill	10,813	11,691
State net operating losses	7,821	10,260
Insurance reserves	6,062	6,267
Deferred gain on sale-leaseback transactions	5,148	5,148
Closed restaurant lease reserves	2,798	4,316
Other	7,656	13,202
Gross deferred tax assets	140,132	141,471
Deferred tax asset valuation allowances	(62,799)	(54,582)
Net deferred tax assets	77,333	86,889
Deferred tax liabilities:
Depreciable property and equipment	(64,204)	(73,954)
Other	(14,578)	(13,038)
Total deferred tax liabilities	(78,782)	(86,992)
Net deferred tax liability	$      (1,449)	$        (103)

Reported in Consolidated Balance Sheets as:
Deferred income taxes – current (liability)/asset	$               (7)	$        3,397
Deferred income taxes – noncurrent liability	(1,442)	(3,500)
	$       (1,449)	$        (103)

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”).  The guidance requires an entity to present its deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward net of unrecognized tax benefits when settlement in this manner is available under the tax law, which would be based on facts and circumstances as of the balance sheet reporting date and would not consider future events.  We adopted ASU 2013-11 on a prospective basis during the first quarter of fiscal year 2015.  The adoption of this standard in the first quarter of fiscal year 2015 resulted in a reclassification of $5.0 million of our liability for unrecognized tax benefits against our deferred tax assets.

The above deferred tax assets and liabilities include the income tax effect of temporary differences between financial reporting and tax reporting.  Temporary differences represent the cumulative taxable or deductible amounts recorded in the consolidated financial statements in different years than recognized in the tax returns.  General business credits carryforward and state net operating losses may be used to offset future taxable income, and their benefit is reflected in the deferred tax assets.  Other deferred tax assets, such as employee benefits, escalating minimum rents, and certain others listed, become deductible in the tax return upon payment or funding in qualified trusts.  The depreciable property and equipment temporary difference represents generally tax depreciation in excess of financial statement depreciation.

We regularly evaluate the need for a valuation allowance for deferred tax assets by assessing whether it is more likely than not that we will realize the deferred tax assets in the future.  A valuation allowance assessment is performed each reporting period, with any additions or adjustments reflected in earnings in the period of assessment.  In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets for each jurisdiction.

Through the third quarter of fiscal 2013, we concluded that objective and subjective positive evidence outweighed negative evidence, and it was more likely than not we would realize all of our federal and most of our state deferred

-73-

tax assets, except for loss carryforwards in certain states that have had cumulative losses and/or relatively short carryforward periods and annual limits of loss carryforward available for use to offset future taxable income.   As of June 4, 2013, we recorded a valuation allowance following the conclusion that the negative evidence outweighed the positive evidence.  This conclusion was reached primarily as a result of changes in our rolling three-year historical operating losses, as decisions made then by our new senior management team to discontinue certain concepts and slow down the growth of our Lime Fresh concept led to impairment and other losses and caused our three-year cumulative pre-tax income as of the third quarter end to swing to a three-year cumulative pre-tax loss as of the fourth quarter end.

In accordance with the applicable accounting standards, we are unable to use future income projections to support the realization of our deferred tax assets as a consequence of the above conclusion.   Instead, in determining the appropriate amount of the valuation allowance, we considered the timing of future reversal of our taxable temporary differences and available tax strategies that, if implemented, would result in the realization of deferred tax assets.

A rollforward of our valuation allowance is as follows (in thousands):

	2015			2014			2013
Beginning of year	$	(54,582	)	$	(24,566	)	$	(2,392	)
Changes in estimated realization of deferred tax assets:
Continuing operations		(9,138	)		(31,187	)		(20,885	)
Discontinued operations		–			288			(1,289	)
Other reductions		921			883			–
End of year	$	(62,799	)	$	(54,582	)	$	(24,566	)

As of June 2, 2015, we had state net operating loss carryforwards of approximately $208.0 million which expire at varying times between fiscal years 2016 and 2035.  The above accounting has no effect on our ability to use our state operating loss carryforwards or general business carryforward credits, which begin to expire in fiscal year 2032, in the future to reduce cash tax payments.

A reconciliation from the statutory federal income tax benefit to the reported income tax (benefit)/expense from continuing operations is as follows (in thousands):

	2015			2014			2013
Statutory federal income taxes	$	(1,787	)	$	(24,351	)	$	(7,677	)
State income taxes, net of federal income tax benefit		(711	)		(3,564	)		(1,484	)
FICA tip credit		(7,280	)		(7,533	)		(8,189	)
Work opportunity tax credit		(1,899	)		(1,233	)		(1,366	)
Increase in valuation allowance		9,138			31,187			20,885
Permanent differences		528			2,243			339
Other, net		100			(1,414	)		(1,008	)
	$	(1,911	)	$	(4,665	)	$	1,500

We had a gross liability for unrecognized tax benefits, exclusive of accrued interest and penalties, of $3.9 million at June 2, 2015, $2.4 million of which, if recognized, would impact our effective tax rate.  Pursuant to ASU 2013-11, we reclassified $3.3 million of our liability for unrecognized tax benefits as of June 2, 2015 against our deferred tax assets.  A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal years 2015 and 2014 follows (in thousands):

	2015			2014
Beginning of year	$	6,965		$	13,016
Additions for tax positions related to the current year		428			532
Additions for tax positions of prior years		114			321
Reductions for tax positions of prior years		(2,690	)		(5,186	)
Reductions for settlements with taxing authorities		(295	)		(619	)
Reductions due to statute settlements		(652	)		(1,099	)
	$	3,870		$	6,965

-74-

Index

The liability for unrecognized tax benefits as of June 2, 2015 includes a negligible amount related to tax positions for

which it is reasonably possible that the total amounts could change within the next twelve months based on the outcome of examinations and negotiations with tax authorities.

As discussed in Note 1 to the Consolidated Financial Statements, our policy is to accrue interest related to potential underpayment of income taxes within the provision for income taxes.  Interest is computed on the difference between our uncertain tax benefit positions and the amount deducted or expected to be deducted in our tax returns.  At June 2, 2015, we had $0.4 million of accrued interest and penalties related to unrecognized tax benefits.

During fiscal year 2015, accrued interest and penalties decreased by an insignificant amount.  If we were to prevail on all uncertain tax positions, the reversal of this accrual would also be a benefit to our effective tax rate.  At June 2, 2015, total liabilities of $1.0 million, including the above-mentioned $0.4 million for the payment of accrued interest and penalties, are included in Accrued liabilities – Rent and other and Other deferred liabilities as reported on the Consolidated Balance Sheets.

At June 2, 2015, we are no longer subject to U.S. federal income tax examinations by tax authorities for fiscal years prior to 2012, and with few exceptions, state and local examinations by tax authorities prior to fiscal year 2012.

10.  Share-Based Employee Compensation

Preferred Stock

RTI is authorized, under its Certificate of Incorporation, to issue up to 250,000 shares of preferred stock with a par value of $0.01. These shares may be issued from time to time in one or more series. Each series will have dividend rates, rights of conversion and redemption, liquidation prices, and other terms or conditions as determined by the Board of Directors. No preferred shares have been issued as of June 2, 2015 and June 3, 2014.

The Ruby Tuesday, Inc. Stock Incentive Plan and the Ruby Tuesday, Inc. 1996 Stock Incentive Plan

A committee, appointed by the Board of Directors, administers the Ruby Tuesday, Inc. Stock Incentive Plan (“SIP”) and the Ruby Tuesday, Inc. 1996 Stock Incentive Plan (“1996 SIP”), and has full authority in its discretion to determine the key employees, officers, and non-employee directors to whom share-based incentives are granted and the terms and provisions of share-based incentives.  Option grants under the SIP and 1996 SIP can have varying vesting provisions and exercise periods as determined by such committee.  A majority of currently outstanding service-based stock options granted under the SIP and 1996 SIP vest within three years following the date of grant and expire seven years after the date of grant.  All currently outstanding market-based stock options will cliff vest if the Company’s stock price appreciates to $14 per share for a period of 20 consecutive days by December 3, 2015.  The SIP and 1996 SIP permit the committee to make awards of shares of common stock, awards of stock options or other derivative securities related to the value of the common stock, and certain cash awards to eligible persons.  These discretionary awards may be made on an individual basis or for the benefit of a group of eligible persons.  All options awarded under the SIP and 1996 SIP have been awarded with an exercise price equal to the fair market value at the time of grant.

At June 2, 2015, we had reserved a total of 4,327,000 shares of common stock for the SIP and 1996 SIP.  Of the reserved shares at June 2, 2015, 2,203,000 were subject to options outstanding.  Stock option exercises are settled with the issuance of new shares.  Net shares of common stock available for issuance at June 2, 2015 were 2,124,000.

Chief Executive Officer Awards

On December 1, 2012, James J. Buettgen became President and CEO of the Company.  In connection with Mr. Buettgen’s appointment as CEO, on December 3, 2012 he received an initial award of approximately 68,000 service-based restricted shares and 102,000 performance-based restricted shares.  Pursuant to the terms of Mr. Buettgen’s employment agreement, the Company guaranteed the earning of the performance-based restricted shares as the greater of the target value of the award or based on the Company’s achievement of certain performance conditions related to fiscal 2013.  During the first quarter of fiscal year 2014, the Executive Compensation Committee of the Board of Directors determined that the performance conditions were not achieved for 34,000 shares of restricted stock awarded to our President and CEO during fiscal year 2013, and these shares were cancelled and retired accordingly.  Both the service-based and performance-based awards cliff vested on June 1, 2015.

-75-

In addition to the above, on December 3, 2012, Mr. Buettgen received a one-time make-whole equity award which was comprised of approximately 179,000 service-based restricted shares and 253,000 service-based stock options.  The restricted shares also cliff vested on June 1, 2015.  The stock options vest in three equal annual installments following the date of grant.

Finally, on that same date, Mr. Buettgen received a one-time high-performance and inducement award which was comprised of approximately 250,000 service-based restricted shares, 250,000 service-based stock options, and 250,000 market-based stock options.  Similar to the previously mentioned awards, the restricted shares cliff vested on June 1, 2015 while the service-based stock options vest in three equal annual installments following the date of grant.  The market-based stock options will cliff vest if and when the Company’s stock price appreciates to $14 per share for a period of 20 consecutive days within Mr. Buettgen’s first three years of employment.

Stock Options

The following table summarizes our stock option activity under these stock option plans (Stock Options and Aggregate Intrinsic Value are in thousands):

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Service-based vesting:
Balance at June 5, 2012		2,716		$	8.79
Granted		503			7.81
Exercised		(591	)		6.93
Cancellations and forfeitures		(717	)		11.03
Balance at June 4, 2013		1,911		$	8.27
Granted		601			9.34
Exercised		(244	)		6.45
Cancellations and forfeitures		(315	)		9.29
Balance at June 3, 2014		1,953		$	8.66
Granted		875			5.94
Exercised		(90	)		6.20
Cancellations and forfeitures		(297	)		8.65
Balance at June 2, 2015		2,441		$	7.78		4.39	$	223
Exercisable		1,288		$	8.55		3.19	$	2
Market-based vesting:
Balance at June 4, 2013		250		$	7.81
Granted		570			9.34
Cancellations and forfeitures		(85	)		9.34
Balance at June 3, 2014		735		$	8.82
Forfeited		(220	)		9.34
Balance at June 2, 2015		515		$	8.60		4.84	$	–
Exercisable		–		$	–		–	$	–

The aggregate intrinsic value represents the closing stock price as of June 2, 2015 less the strike price, multiplied by the number of stock options that have a strike price that is less than that closing stock price.  The total intrinsic value of stock options exercised during fiscal years 2015, 2014, and 2013 was $0.1 million, $0.7 million, and $1.0 million, respectively.

At June 2, 2015, there was approximately $1.4 million of unrecognized pre-tax compensation expense related to non-vested stock options.  This cost is expected to be recognized over a weighted average period of 1.3 years.  The total

-76-

fair value at grant date of awards vested during fiscal years 2015, 2014, and 2013 totaled $1.9 million, $1.0 million, and $2.2 million, respectively.

The service-based stock options awarded in fiscal years 2015, 2014, and 2013 vest in equal annual installments over a three-year period following grant of the award, and have a maximum life of seven years.  There are no performance-based vesting requirements associated with these stock options.  During fiscal 2014, we granted 570,000 market-based stock options to certain employees under the terms of the SIP.  The market-based stock options vest if a share of our common stock appreciates to $14 per share or more for a period of 20 consecutive trading days on or before December 3, 2015.  The stock options have a maximum life of seven years.

The weighted average Black-Scholes grant date fair value for options awarded during fiscal years 2015, 2014, and 2013 was $2.27, $4.43, and $4.37 per share, respectively.  The grant date fair values of unvested stock options are amortized over the respective vesting period of the awards unless a recipient becomes retirement eligible during the vesting period.  For retirement eligible individuals, the grant date fair value of the award is amortized from the period of the date of grant through the date upon which the individual becomes retirement eligible.  The weighted average assumptions used in our Black-Scholes option-pricing model are as follows:

	2015	2014	2013
Risk-free interest rate	1.48%	1.17%	0.62%
Expected dividend yield	0%	0%	0%
Expected stock price volatility	44.27%	58.03%	71.84%
Expected life (in years)	4.50	4.50	4.50

As previously mentioned, we awarded 570,000 market-based stock options to certain employees during fiscal 2014 and 250,000 market-based stock options to our CEO during fiscal 2013.  We estimated the grant date fair value of these awards at $2.42 and $2.14 per share, respectively, using the Monte-Carlo simulation model.  The primary assumptions used in our Monte-Carlo simulation model are as follows:

	2014	2013
Risk-free interest rate	0.45%	0.34%
Expected dividend yield	0%	0%
Expected stock price volatility	42.86%	46.71%
Expected life (in years)	2.40	1.52

Restricted Stock

The following table summarizes the status of our restricted stock activity (in thousands, except per-share data):

		2015					2014			2013
	Shares	Weighted Average Fair Value			Shares		Weighted Average Fair Value			Shares		Weighted Average Fair Value
Performance-Based Vesting:
Unvested at beginning of year	68		$	7.81	356			$	7.06	423		$	7.75
Granted	–			–	–				–	344			6.99
Vested	(68	)		7.81	(18	)			7.87	(89	)		7.31
Forfeited	–			–	(270	)			6.81	(322	)		7.82
Unvested at end of year	–		$	–	68			$	7.81	356		$	7.06
Service-Based Vesting:
Unvested at beginning of year	1,008		$	8.11	1,136			$	7.92	797		$	8.37
Granted	629			6.03	423				8.83	795			7.47
Vested	(780	)		7.69	(411)				8.10	(340	)		7.56
Forfeited	(54	)		6.84	(140)				8.76	(116	)		8.92
Unvested at end of year	803		$	6.98	1,008			$	8.11	1,136		$	7.92

-77-

Index

The fair value of restricted share awards is based on the closing price of our common stock on the date prior to the grant date.  The total intrinsic value of restricted shares vesting during fiscal years 2015, 2014, and 2013 was $5.4 million, $3.4 million, and $2.9 million, respectively.  At June 2, 2015, unrecognized compensation expense related to restricted stock grants expected to vest totaled $2.5 million and will be recognized over a weighted average vesting period of 1.4 years.

Aside from the previously discussed December 1, 2012 inducement awards to our CEO, during fiscal years 2015, 2014, and 2013, we granted to certain employees under the terms of the SIP and 1996 SIP 402,000, 189,000, and 235,000, respectively, service-based restricted shares which cliff vest 2.5 years following the grant date, and 118,000, 174,000, and zero, respectively, service-based restricted shares which vest in three equal installments over a three-year period following the grant date.  Additionally, during fiscal year 2013 we granted 242,000 performance-based restricted shares of our common stock to certain employees under the terms of the SIP and 1996 SIP.  Vesting of the performance-based restricted shares was contingent upon the Company’s achievement of certain performance conditions related to fiscal year 2013.  The Executive Compensation Committee of the Board of Directors determined during the first quarter of fiscal year 2014 that the performance conditions for the fiscal year 2013 performance-based awards were not achieved, and as a result the 242,000 performance-based shares were cancelled and returned to the pool of shares available for grant under the SIP and 1996 SIP.

During fiscal years 2015, 2014, and 2013, we granted 109,000, 60,000, and 63,000 restricted shares, respectively, to non-employee directors.  The shares cliff vest over a one year period following the grant of the award.

Included within Selling, general, and administrative, net in our Consolidated Statements of Operations and Comprehensive Loss is share-based compensation expense of $7.1 million, $7.6 million, and $4.5 million for the fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013, respectively.

As discussed further in Note 8 to the Consolidated Financial Statements, various management personnel left the Company during fiscal years 2015 and 2014.  Several of these individuals held share-based compensation awards at the times of their separations, and these awards were either vested or forfeited in accordance with the terms of the original awards.

Included within share-based compensation expense for fiscal years 2015 and 2014 were charges of $0.2 million and $0.3 million, respectively, representing the incremental costs resulting from accelerated vesting, net of forfeitures, primarily related to  departure of certain employees.

11.  Segment Reporting

Financial results by reportable segment for fiscal years 2015, 2014, and 2013 are as follows (in thousands):

	Fiscal Year
	2015			2014			2013
Revenues:
Ruby Tuesday concept	$	1,106,304		$	1,147,348		$	1,234,730
Lime Fresh concept		20,262			21,398			16,757
Total revenues	$	1,126,566		$	1,168,746		$	1,251,487
Segment profit/(loss):
Ruby Tuesday concept	$	116,408		$	69,543		$	111,367
Lime Fresh concept		(2,630	)		(6,070	)		(10,204	)
Total segment profit	$	113,778		$	63,473		$	101,163
Depreciation and amortization:
Ruby Tuesday concept	$	48,552		$	52,990		$	57,900
Lime Fresh concept		1,687			2,007			2,196
Support center and other		2,152			2,350			2,302
Total depreciation and amortization	$	52,391		$	57,347		$	62,398

-78-

		2015		2014		2013
Closures and impairments, net:
Ruby Tuesday concept	$	6,940	$	27,617	$	6,421
Lime Fresh concept		3,078		5,214		8,144
Support center and other		524		–		91
Total closures and impairments, net	$	10,542	$	32,831	$	14,656
Capital expenditures:
Ruby Tuesday concept	$	29,509	$	24,553	$	22,609
Lime Fresh concept		1,293		2,742		10,036
Support center and other		208		1,044		4,472
Total capital expenditures	$	31,010	$	28,339	$	37,117
Total assets:
Ruby Tuesday concept	$	787,214	$	824,293	$	893,750
Lime Fresh concept		10,839		15,203		18,943
Support center and other		131,338		116,931		130,490
Total assets	$	929,391	$	956,427	$	1,043,183

The following is a reconciliation of segment profit to loss from continuing operations before taxes for fiscal years 2015, 2014, and 2013 (in thousands):

	2015			2014			2013
Segment profit	$	113,778		$	63,473		$	101,163
Less:
Depreciation and amortization		(52,391	)		(57,347	)		(62,398	)
Unallocated general and administrative expenses		(42,710	)		(47,946	)		(18,026	)
Preopening expenses		(290	)		(395	)		(761	)
Goodwill and trademark impairments		–			(855	)		(14,058	)
Interest expense, net		(22,735	)		(24,945	)		(26,576	)
Other expense, net		(757	)		(1,560	)		(1,278	)
Loss from continuing operations before income taxes	$	(5,105	)	$	(69,575	)	$	(21,934	)

12. Commitments and Contingencies

Litigation

We are presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of business.  We provide reserves for such claims when payment is probable and estimable in accordance with GAAP.  At this time, in the opinion of management, the ultimate resolution of pending legal proceedings, including the matter referred to below, will not have a material adverse effect on our operations, financial position, or cash flows.

On July 23, 2014, a case styled Kimberly LaFrance, et al. v. Ruby Tuesday, Inc., was filed against the Company in the State of New York Supreme Court, County of Onondaga on behalf of the plaintiff and all other similarly situated individuals.  The plaintiff is alleging violations of certain wage notice requirements under New York law and is seeking wages, liquidated damages and attorneys’ fees.  The matter has been removed to the United States District Court for the Northern District of New York.  On November 20, 2014, we filed a motion to dismiss, which was followed by motions filed by the plaintiff on December 29, 2014, for class certification, and on December 31, 2014, for partial summary judgment.  The parties agreed to mediate the case, and on March 5, 2015, the court stayed all deadlines in the matter pending the completion of mediation.  On August 5, 2015, the parties agreed to resolve the matter, but the agreement requires court approval and will take several months to finalize.  We believe that we have accrued an appropriate amount based on the agreement in principle.

Insurance Programs

We are currently self-insured for a portion of our expected workers’ compensation, employment practices liability, general liability, and automobile liability losses (collectively, “casualty losses”) as well as property losses and certain other insurable risks. To mitigate the cost of our exposures for certain property and casualty losses, we make annual

-79-

decisions to either retain the risks of loss up to a certain maximum per occurrence, aggregate loss limits negotiated with our insurance carriers, or fully insure those risks. We are also self-insured for healthcare claims for eligible participating employees subject to certain deductibles and limitations. We have accounted for our retained liabilities for casualty losses and healthcare claims, including reported and incurred but not reported claims, based on information provided by third-party actuaries.  At June 2, 2015, we were committed under letters of credit totaling $12.5 million issued primarily in connection with our workers’ compensation and casualty insurance programs.

Purchase Commitments

We have minimum purchase commitments with various vendors.Outstanding commitments as of June 2, 2015 were approximately $82.8 million.  These obligations consist of supplies, advertising, utility contracts, and various types of meat, beverages, and other food products, which are an integral part of our business operations.

13. Fair Value Measurements

The following table presents the fair values of our financial assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the measurements fall (in thousands):

	Level	June 2, 2015			June 3, 2014
Deferred compensation plan – Assets	1	$	8,017		$	8,930
Deferred compensation plan – Liabilities	1		(8,017	)		(8,930	)

There were no transfers among levels within the fair value hierarchy during fiscal years 2015 or 2014.

The Deferred Compensation Plan and the Ruby Tuesday, Inc. Restated Deferred Compensation Plan (the “Predecessor Plan”) are unfunded, non-qualified deferred compensation plans for eligible employees.  Assets earmarked to pay benefits under the Deferred Compensation Plan and Predecessor Plan are held by a rabbi trust.  We report the accounts of the rabbi trust in our Consolidated Financial Statements.  The investments held by these plans are considered trading securities and are reported at fair value based on third-party broker statements.  The realized and unrealized holding gains and losses related to these other investments, as well as the offsetting compensation expense, is recorded in Selling, general, and administrative expense, net in the Consolidated Financial Statements.

The investment in RTI common stock and related liability payable in RTI common stock, which are reflected in Shareholders’ Equity in the Consolidated Balance Sheets, are excluded from the fair value table above as these are considered treasury shares and reported at cost.

The following table presents the fair values on our Consolidated Balance Sheets as of June 2, 2015 and June 3, 2014 for those assets and liabilities measured on a non-recurring basis(in thousands):

	Fair Value Measurements
	Level	June 2, 2015		June 3, 2014
Long-lived assets held for sale	2	$	3,708	$	23,035
Long-lived assets held for use	2		3,283		8,882
Total		$	6,991	$	31,917

-80-

Index

The following table presents the losses recognized during the fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013 resulting from fair value measurements of assets and liabilities measured on a non-recurring basis.  The losses associated with continuing operations are included in Closures and impairments, net and Goodwill and trademark impairments, and the losses associated with discontinued operations are included in Loss from discontinued operations in our Consolidated Statements of Operations and Comprehensive Loss (in thousands):

	2015		2014		2013
Included within continuing operations
Long-lived assets held for sale	$	1,830	$	872	$	3,556
Long-lived assets held for use		7,992		24,319		12,804
	$	9,822	$	25,191	$	16,360
Included within discontinued operations			$	177	$	18,842

Long-lived assets held for sale are valued using Level 2 inputs, primarily from information obtained through broker listings and sales agreements.  Costs to market and/or sell are factored into the estimates of fair value for those properties included in Assets held for sale on our Consolidated Balance Sheets.

We review our long-lived assets (primarily property, equipment, and, as appropriate, reacquired franchise rights and favorable leases) related to each restaurant to be held and used in the business, whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable.

Long-lived assets held for use presented in the table above includes restaurants or groups of restaurants that we have impaired.  From time to time, the table will also include closed restaurants or surplus sites not meeting held for sale criteria that have been offered for sale at a price less than their carrying value.  Included within discontinued operations in the table above are charges related to restaurants that were impaired as a result of the closing of all Marlin & Ray’s, Truffles, and Wok Hay restaurants during fiscal year 2013.

The fair values of our long-lived assets held for use are also based on broker estimates of the value of the land, building, leasehold improvements, and other residual assets (Level 2) or discounted cash flow estimates using unobservable inputs (Level 3).

Our financial instruments at June 2, 2015 and June 3, 2014 consisted of cash and cash equivalents, accounts receivable and payable, and long-term debt.  The fair values of cash and cash equivalents and accounts receivable and payable approximated their carrying values because of the short-term nature of these instruments.  The carrying amounts and fair values of our long-term debt, which are not measured on a recurring basis using fair value, are as follows (in thousands):

	June 2, 2015				June 3, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt (Level 2)	$	244,828	$	255,194	$	258,490	$	262,985

We estimated the fair value of debt using market quotes and calculations based on market rates.

-81-

Index

14. Supplemental Condensed Consolidating Financial Statements

As discussed in Note 6 to the Consolidated Financial Statements, the Senior Notes are a liability of Ruby Tuesday, Inc. (the “Parent”) and 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.

-82-

Index

Condensed Consolidating Balance Sheet

As of June 2, 2015

(In thousands)

	Parent			Guarantors				Eliminations				Consolidated
Assets
Current assets:
Cash and cash equivalents	$	75,034			$	297			$	–			$	75,331
Accounts receivable		1,557				3,730				–				5,287
Inventories		14,581				5,830				–				20,411
Income tax receivable		153,146				–				(153,146	)			–
Other current assets		16,169				2,465				–				18,634
Total current assets		260,487				12,322				(153,146	)			119,663
Property and equipment, net		554,089				198,085				–				752,174
Investment in subsidiaries		128,824				–				(128,824	)			–
Due from/(to) subsidiaries		66,019				215,373				(281,392	)			–
Other assets		47,148				10,406				–				57,554
Total assets	$	1,056,567			$	436,186			$	(563,362	)		$	929,391
Liabilities & Shareholders’ Equity
Current liabilities:
Accounts payable	$	18,533			$	4,472			$	–			$	23,005
Accrued and other current liabilities		42,458				33,764				–				76,222
Current maturities of long-term debt,
including capital leases		(368	)			11,229				–				10,861
Income tax payable		–				154,215				(153,146	)			1,069
Deferred income taxes		2,839				(2,832	)			–				7
Total current liabilities		63,462				200,848				(153,146	)			111,164
Long-term debt and capital leases,
less current maturities		213,412				20,761				–				234,173
Deferred income taxes		(3,865	)			5,307				–				1,442
Due to/(from) subsidiaries		215,373				66,019				(281,392	)			–
Other deferred liabilities		102,602				14,427				–				117,029
Total liabilities		590,984				307,362				(434,538	)			463,808
Shareholders’ equity:
Common stock		621				–				–				621
Capital in excess of par value		83,870				–				–				83,870
Retained earnings		392,032				128,824				(128,824	)			392,032
Accumulated other comprehensive loss		(10,940	)			–				–				(10,940	)
Total shareholders’ equity		465,583				128,824				(128,824	)			465,583
Total liabilities & shareholders’ equity	$	1,056,567			$	436,186			$	(563,362	)		$	929,391

-83-

Index

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

-84-

Index

Condensed Consolidating Statement of Operations and

Comprehensive (Loss)/Income

For the Fiscal Year Ended June 2, 2015

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	809,171		$	310,971		$	–		$	1,120,142
Franchise revenue		238			6,186			–			6,424
		809,409			317,157			–			1,126,566
Operating costs and expenses:
Cost of goods sold		220,537			84,769			–			305,306
Payroll and related costs		270,535			112,726			–			383,261
Other restaurant operating costs		176,130			68,222			–			244,352
Depreciation		37,155			12,993			–			50,148
Selling, general, and administrative		75,418			39,909			–			115,327
Intercompany selling, general, and
administrative allocations		44,768			(44,768	)		–			–
Closures and impairments, net		7,914			2,628			–			10,542
Equity in earnings of subsidiaries		(28,148	)		–			28,148			–
Interest expense, net		18,489			4,246			–			22,735
Intercompany interest expense/(income)		12,009			(12,009	)		–			–
		834,807			268,716			28,148			1,131,671
(Loss)/income before income taxes		(25,398	)		48,441			(28,148	)		(5,105	)
(Benefit)/provision for income taxes		(22,204	)		20,293			–			(1,911	)
Net (loss)/income	$	(3,194	)	$	28,148			(28,148	)	$	(3,194	)
Other comprehensive loss:
Pension liability reclassification, net of tax		(40	)		–			–		$	(40	)
Total comprehensive (loss)/income	$	(3,234	)	$	28,148		$	(28,148	)	$	(3,234	)

-85-

Index

Condensed Consolidating Statement of Operations and

Comprehensive (Loss)/Income

For the Fiscal Year Ended June 3, 2014

(In thousands)

     

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	842,842		$	319,581		$	–		$	1,162,423
Franchise revenue		223			6,100			–			6,323
		843,065			325,681			–			1,168,746
Operating costs and expenses:
Cost of merchandise		233,562			87,959			–			321,521
Payroll and related costs		287,358			117,021			–			404,379
Other restaurant operating costs		187,055			73,392			–			260,447
Depreciation		40,188			14,640			–			54,828
Selling, general, and administrative		87,248			49,903			–			137,151
Intercompany selling, general, and
administrative allocations		59,257			(59,257	)		–			–
Closures and impairments		18,904			13,927			–			32,831
Trademark impairment		–			855			–			855
Equity in earnings of subsidiaries		(21,005	)		–			21,005			–
Interest expense, net		19,978			4,967			–			24,945
Intercompany interest expense/(income)		13,081			(13,081	)		–			–
Loss on extinguishment of debt		1,364			–			–			1,364
		926,990			290,326			21,005			1,238,321
(Loss)/income from continuing operations
before income taxes		(83,925	)		35,355			(21,005	)		(69,575	)
(Benefit)/provision for income taxes from
continuing operations		(19,015	)		14,350			–			(4,665	)
(Loss)/income from continuing operations		(64,910	)		21,005			(21,005	)		(64,910	)
Income from discontinued operations, net of tax		564			–			–			564
Net (loss)/income	$	(64,346	)	$	21,005		$	(21,005	)	$	(64,346	)
Other comprehensive income:
Pension liability reclassification, net of tax		45			–			–			45
Total comprehensive (loss)/income	$	(64,301	)	$	21,005		$	(21,005	)	$	(64,301	)

-86-

Index

Condensed Consolidating Statement of Operations and

Comprehensive (Loss)/Income

For the Fiscal Year Ended June 4, 2013

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	904,761		$	340,465		$	–		$	1,245,226
Franchise revenue		188			6,073			–			6,261
		904,949			346,538			–			1,251,487
Operating costs and expenses:
Cost of merchandise		248,378			93,134			–			341,512
Payroll and related costs		298,194			121,485			–			419,679
Other restaurant operating costs		185,224			73,790			–			259,014
Depreciation		43,541			15,581			–			59,122
Selling, general, and administrative		91,587			47,195			–			138,782
Intercompany selling, general, and
administrative allocations		68,466			(68,466	)		–			–
Closures and impairments		13,181			1,475			–			14,656
Goodwill and trademark impairments		9,023			5,035			–			14,058
Equity in earnings of subsidiaries		(38,485	)		–			38,485			–
Interest expense, net		20,920			5,656			–			26,576
Intercompany interest expense/(income)		13,826			(13,826	)		–			–
Loss on extinguishment of debt		22			–			–			22
		953,877			281,059			38,485			1,273,421
(Loss)/income from continuing operations
before income taxes		(48,928	)		65,479			(38,485	)		(21,934	)
Provision/(benefit) for income taxes from
continuing operations		(25,494	)		26,994			–			1,500
(Loss)/income from continuing operations		(23,434	)		38,485			(38,485	)		(23,434	)
Loss from discontinued operations, net of tax		(15,979	)		(810	)		810			(15,979	)
Net (loss)/income	$	(39,413	)	$	37,675		$	(37,675	)	$	(39,413	)
Other comprehensive income:
Pension liability reclassification, net of tax		3,312			–			–			3,312
Total comprehensive (loss)/income	$	(36,101	)	$	37,675		$	(37,675	)	$	(36,101	)

 

-87-

Condensed Consolidating Statement of Cash Flows

For the Fiscal Year Ended June 2, 2015

(In thousands)

		Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	63,076		$	77,717		$	(85,882	)	$	54,911
Investing activities:
Purchases of property and equipment		(23,326	)		(7,684	)		–			(31,010	)
Proceeds from disposal of assets		10,213			1,047			–			11,260
Other, net		2,118			135			–			2,253
Net cash used by investing activities		(10,995	)		(6,502	)		–			(17,497	)
Financing activities:
Principal payments on long-term debt		4			(13,642	)		–			(13,638	)
Stock repurchases		(73	)		–			–			(73	)
Payments for debt issuance costs		(293	)		–			–			(293	)
Proceeds from exercise of stock options		556			–			–			556
Excess tax benefits from share-based
compensation		39			–			–			39
Intercompany transactions		(28,292	)		(57,590	)		85,882			–
Net cash used by financing activities		(28,059	)		(71,232	)		85,882			(13,409	)
Increase/(decrease) in cash and cash equivalents		24,022			(17	)		–			24,005
Cash and cash equivalents:
Beginning of year		51,012			314			–			51,326
End of year	$	75,034		$	297		$	–		$	75,331

-88-

Condensed Consolidating Statement of Cash Flows

For the Fiscal Year Ended June 3, 2014

(In thousands)

		Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	5,854		$	57,064		$	(17,543	)	$	45,375
Investing activities:
Purchases of property and equipment		(21,132	)		(7,207	)		–			(28,339	)
Proceeds from sale-leaseback transactions, net		5,637			–			–			5,637
Proceeds from disposal of assets		14,503			1,023			–			15,526
Other, net		973			–			–			973
Net cash used by investing activities		(19	)		(6,184	)		–			(6,203	)
Financing activities:
Principal payments on long-term debt		(20,019	)		(20,213	)		–			(40,232	)
Stock repurchases		(579	)		–			–			(579	)
Payments for debt issuance costs		(1,802	)		–			–			(1,802	)
Proceeds from exercise of stock options		1,576			–			–			1,576
Excess tax benefits from share-based
compensation		284			–			–			284
Intercompany transactions		13,082			(30,625	)		17,543			–
Net cash used by financing activities		(7,458	)		(50,838	)		17,543			(40,753	)
(Decrease)/increase in cash and cash equivalents		(1,623	)		42			–			(1,581	)
Cash and cash equivalents:
Beginning of year		52,635			272			–			52,907
End of year	$	51,012		$	314		$	–		$	51,326

-89-

Index

Condensed Consolidating Statement of Cash Flows

For the Fiscal Year Ended June 4, 2013

(In thousands)

		Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	34,877		$	89,925		$	(88,848	)	$	35,954
Investing activities:
Purchases of property and equipment		(31,531	)		(5,586	)		–			(37,117	)
Proceeds from sale-leaseback transactions, net		51,765			–			–			51,765
Proceeds from disposal of assets		4,421			2,576			–			6,997
Other, net		468			–			–			468
Net cash used by investing activities		25,123			(3,010	)		–			22,113
Financing activities:
Principal payments on long-term debt		(14,514	)		(12,666	)		–			(27,180	)
Stock repurchases		(30,278	)		–			–			(30,278	)
Payments for debt issuance costs		(358	)		–			–			(358	)
Proceeds from exercise of stock options		4,090			–			–			4,090
Excess tax benefits from share-based
compensation		382			–			–			382
Intercompany transactions		(14,673	)		(74,175	)		88,848			–
Net cash used by financing activities		(55,351	)		(86,841	)		88,848			(53,344	)
Increase in cash and cash equivalents		4,649			74			–			4,723
Cash and cash equivalents:
Beginning of year		47,986			198			–			48,184
End of year	$	52,635		$	272		$	–		$	52,907

-90-

Index

15. Supplemental Quarterly Financial Data (Unaudited)

Quarterly financial results for the years ended June 2, 2015 and June 3, 2014, are summarized below.

(In thousands, except per-share data)

	For the Year Ended June 2, 2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter		Total
Revenues	$	281,182		$	262,659		$	285,913		$	296,812	$	1,126,566
Gross profit*	$	50,394		$	36,952		$	49,909		$	56,392	$	193,647
(Loss)/income from continuing
operations before income taxes	$	(69	)	$	(9,868	)	$	(881	)	$	5,713	$	(5,105	)
(Benefit)/provision for income taxes from
continuing operations		(2,634	)		(595	)		(112	)		1,430		(1,911	)
Net income/(loss)	$	2,565		$	(9,273	)	$	(769	)	$	4,283	$	(3,194	)
Basic loss per share:
Net income/(loss) per share	$	0.04		$	(0.15	)	$	(0.01	)	$	0.07	$	(0.05	)
Diluted loss per share:
Net income/(loss) per share	$	0.04		$	(0.15	)	$	(0.01	)	$	0.07	$	(0.05	)

-91-

Index

	For the Year Ended June 3, 2014
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Revenues	$	289,674		$	276,209		$	295,552		$	307,311		$	1,168,746
Gross profit*	$	39,469		$	35,734		$	49,060		$	58,136		$	182,399
(Loss)/income from continuing
operations before income taxes	$	(27,052	)	$	(36,647	)	$	(8,200	)	$	2,324		$	(69,575	)
(Benefit)/provision for income taxes
from continuing operations		(5,153	)		(1,910	)		(807	)		3,205			(4,665	)
Loss from continuing operations	$	(21,899	)	$	(34,737	)	$	(7,393	)	$	(881	)	$	(64,910	)
(Loss)/income from discontinued
operations, net of tax		(343	)		354			86			467			564
Net loss	$	(22,242	)	$	(34,383	)	$	(7,307	)	$	(414	)	$	(64,346	)
Basic loss per share:
Loss from continuing operations **	$	(0.36	)	$	(0.58	)	$	(0.12	)	$	(0.01	)	$	(1.08	)
(Loss)/income from discontinued
operations **		(0.01	)		0.01			0.00			0.00			0.01
Net loss per share	$	(0.37	)	$	(0.57	)	$	(0.12	)	$	(0.01	)	$	(1.07	)
Diluted loss per share:
Loss from continuing operations **	$	(0.36	)	$	(0.58	)	$	(0.12	)	$	(0.01	)	$	(1.08	)
(Loss)/income from discontinued
operations **		(0.01	)		0.01			0.00			0.00			0.01
Net loss per share	$	(0.37	)	$	(0.57	)	$	(0.12	)	$	(0.01	)	$	(1.07	)

* We define gross profit as revenue less cost of goods sold, payroll and related costs, and other restaurant operating costs.

** The sum of the quarterly income/(loss) per share does not equal the reported annual amount as each is computed independently based upon the weighted average number of shares outstanding for the period.

16.  Subsequent Events

Prepayment of mortgage loan obligations

On July 9, 2015, we prepaid and retired ten mortgage loan obligations with an aggregate June 2, 2015 balance of $8.3 million using cash on hand.  Additionally, we paid $0.9 million in prepayment premiums and an insignificant amount of accrued interest in connection with the retirement of these obligations.  The prepayment of this debt eliminated one mortgage lender and allowed for the release of 26 properties which had served as collateral.

-92-

Index

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Ruby Tuesday, Inc.:

We have audited the accompanying consolidated balance sheets of Ruby Tuesday, Inc. and subsidiaries (the Company) as of June 2, 2015 and June 3, 2014, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 2, 2015. In connection with our audits of the consolidated financial statements, we also have audited the accompanying financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ruby Tuesday, Inc. and subsidiaries as of June 2, 2015 and June 3, 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended June 2, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ruby Tuesday, Inc.’s internal control over financial reporting as of June 2, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated August 17, 2015 expressed an unqualified opinion on the effectiveness of Ruby Tuesday Inc.’s internal control over financial reporting.

/s/ KPMG LLP

Knoxville, Tennessee

August 17, 2015

-93-

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Ruby Tuesday, Inc.:

We have audited Ruby Tuesday, Inc.’s (the Company) internal control over financial reporting as of June 2, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A,  “Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 2, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Ruby Tuesday, Inc. and subsidiaries as of June 2, 2015 and June 3, 2014, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 2, 2015, and our report dated August 17, 2015 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Knoxville, Tennessee

August 17, 2015

-94-

Item 9. Changes in and Disagreements With Accountants on

Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are operating effectively and are properly designed to ensure that information required to be disclosed is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure in the reports filed or submitted under the Securities Exchange Act of 1934, as amended.

Management’s Report on Internal Control over Financial Reporting

Under Section 404 of The Sarbanes-Oxley Act of 2002, our management is required to assess the effectiveness of the Company's internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company's internal control over financial reporting is effective.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of the Company’s internal control over financial reporting as of June 2, 2015 using the criteria based on the “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based upon our assessment, management concluded that our internal control over financial reporting was effective as of June 2, 2015.

KPMG LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of June 2, 2015 as stated in their report filed within Item 8 – Financial Statements and Supplementary Data.

Changes in Internal Controls

During the fiscal quarter ended June 2, 2015, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

-95-

PART III

We expect to file a definitive proxy statement (the “2015 Proxy Statement”) relating to our 2015 Annual Meeting of shareholders (the “Annual Meeting”) with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of our most recent fiscal year.  Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K.  Only those sections of the 2015 Proxy Statement that specifically address disclosure requirements of Items 10-14 below are incorporated by reference.

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 regarding the directors of the Company is incorporated herein by reference to the information set forth in the table entitled “Director and Director Nominee Information” in the 2015 Proxy Statement.

Information regarding executive officers of the Company has been included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers.”

Information regarding corporate governance of the Company and other information required by this item is incorporated herein by reference to the information set forth under the captions, “Corporate Governance,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Committees of the Board of Directors” in the 2015 Proxy Statement.

Item 11. Executive Compensation

The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” “2015 Summary Compensation Table,” “Grants of Plan-Based Awards in Fiscal Year 2015,” “Outstanding Equity Awards at Fiscal Year-End for 2015,” “Option Exercises and Stock Vested in Fiscal Year 2015,” “2015 Nonqualified Deferred Compensation,” “Pension Benefits for Fiscal Year 2015,” “Potential Payments Upon Termination or Change in Control,” “Directors’ Fees and Attendance,” “2015 Director Compensation,” and “Committees of the Board of Directors” in the 2015 Proxy Statement relating to the Annual Meeting.

Item 12. Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated herein by reference to the information set forth in the tables captioned “Beneficial Ownership of Common Stock” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the 2015 Proxy Statement relating to the Annual Meeting.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated herein by reference to the information set forth under the captions “Related Person Transactions” and “Directors’ Independence” in the 2015 Proxy Statement relating to the Annual Meeting.

Item 14. Principal Accounting Fees and Services

The information required by this Item 14 is incorporated herein by reference to the information set forth under the caption “Accountants’ Fees and Expenses” in the 2015 Proxy Statement relating to the Annual Meeting.

-96-

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)  The following documents are filed as part of this report:

    1.        Financial Statements:

    The financial statements of the Company and its subsidiaries are listed in the accompanying “Index to

Consolidated Financial Statements” on page 47.

    2.        Financial Statement Schedule:

Schedule II – Valuation and Qualifying Accounts for the Years Ended June 2, 2015, June 3, 2014, and June 4, 2013 (in thousands):

		Charged/	Charged/
	Balance at	(Credited)	(Credited)
	Beginning	to Costs	to other		Balance at
Description	of Period	and Expenses	Accounts	Write-offs	End of Period
Allowance for Doubtful Notes
Fiscal Year Ended June 2, 2015	$        –	$       (2)	$       –	$       2	$       –
Fiscal Year Ended June 3, 2014	259	307	–	(566)	–
Fiscal Year Ended June 4, 2013	41	259	(20)	(21)	259

All other financial statement schedules have been omitted, as the required information is inapplicable or the information is presented in the financial statements or related notes.

    3.        Exhibits:

The exhibits filed with or incorporated by reference in this report are listed on the Exhibit Index beginning on page 99.

-97-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RUBY TUESDAY, INC.

Date:  August 17, 2015                                                                                     By: /s/ James J. Buettgen

    James J. Buettgen

    Chairman of the Board, President, and

    Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name	Position	Date
/s/ James J. Buettgen James J. Buettgen	Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)	Date: August 17, 2015
/s/ Jill M. Golder Jill M. Golder	Executive Vice President, Chief Financial Officer (Principal Financial Officer)	Date: August 17, 2015
/s/ Franklin E. Southall, Jr. Franklin E. Southall, Jr.	Vice President, Corporate Controller (Principal Accounting Officer)	Date: August 17, 2015
/s/ Mark W. Addicks Mark W. Addicks	Director	Date: August 17, 2015
/s/ F. Lane Cardwell, Jr. F. Lane Cardwell, Jr.	Director	Date: August 17, 2015
/s/ Kevin T. Clayton Kevin T. Clayton	Director	Date: August 17, 2015
/s/ Donald E. Hess Donald E. Hess	Director	Date: August 17, 2015
/s/ Bernard Lanigan Jr. Bernard Lanigan Jr.	Director	Date: August 17, 2015
/s/ Jeffrey J. O’Neill Jeffrey J. O’Neill	Director	Date: August 17, 2015
/s/ Stephen I. Sadove Stephen I. Sadove	Director	Date: August 17, 2015

-98-

RUBY TUESDAY, INC. AND SUBSIDIARIES

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
*	Management contract or compensatory plan or arrangement.
+	Filed herewith.
3.1	Articles of Incorporation, as amended, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
3.2	Bylaws, as amended and restated, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-K filed on October 8, 2009 (File No. 1-12454)).
4.1	Specimen Common Stock Certificate. (incorporated by reference from Exhibit 4.1 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.1	Ruby Tuesday, Inc. Executive Supplemental Pension Plan, amended and restated as of January 1, 2007. (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).*
10.2	First Amendment, dated as of April 2, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).*
10.3	Second Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).*
10.4	Third Amendment, dated as of January 6, 2010, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).*
10.5	Fourth Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).*
10.6	Ruby Tuesday, Inc. Deferred Compensation Plan for Directors (Amended and Restated as of April 9, 2014) (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2014 (File No. 1-12454)).*
10.7	Ruby Tuesday, Inc. Stock Incentive Plan (Amended and Restated April 8, 2015) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 3, 2015 (File No. 1-12454)).*
10.8	Ruby Tuesday, Inc. Stock Incentive Plan (Amended and Restated October 9, 2013) (incorporated by reference from Exhibit 10.1 to Form 8-K filed on October 10, 2013 (File No. 1-12454)).*
10.9	First Amendment to the Ruby Tuesday, Inc. Stock Incentive Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4,

-99-

	2014 (File No. 1-12454)).*
10.10	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 4, 2012 (File No. 1-12454)).*
10.11	Form of Restricted Stock Award for Directors (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 4, 2012 (File No. 1-12454)).*
10.12	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on June 25, 2013 (File No. 1-12454)).*
10.13	Form of Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on August 28, 2013 (File No. 1-12454)).*
10.14	Form of High-Performance Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on August 28, 2013 (File No. 1-12454)).*
10.15	Form of Performance-Based Cash Incentive Award (incorporated by reference from Exhibit 10.3 to Form 8-K filed on August 28, 2013 (File No. 1-12454)).*
10.16	Form of Service-Based Restricted Stock Unit Award (File No. 1-12454).*+
10.17	Form of Performance Restricted Stock Unit Award (File No. 1-12454).*+
10.18	Form of Performance Cash Incentive Award (File No. 1-12454).*+
10.19	Initial Award, dated as of December 3, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.24 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the year ended June 4, 2013 (File No. 1-12454)).*
10.20	Inducement and High-Performance Award, dated as of December 3, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.25 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the year ended June 4, 2013 (File No. 1-12454)).*
10.21	Make-Whole Award, dated as of December 3, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.26 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the year ended June 4, 2013 (File No. 1-12454)).*
10.22	Performance-Based Cash Incentive Award, dated as of December 3, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.27 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the year ended June 4, 2013 (File No. 1-12454)).*
10.23	Morrison Restaurants Inc. Deferred Compensation Plan, as restated effective January 1, 1994, together with amended and restated Trust Agreement, dated as of December 1, 1992, to Deferred Compensation Plan (incorporated by reference from Exhibit 10(i) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750)).*
10.24	Morrison Restaurants Inc. Management Retirement Plan together with First Amendment, dated as of June 30, 1994 and Second Amendment, dated as of July 31, 1995 (incorporated by reference from Exhibit 10(n) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1995 (File No. 1-12454)).*

-100-

Index

10.25	Form of Third Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.32 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).*
10.26	Form of Fourth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).*
10.27	Form of Fifth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.15 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).*
10.28	Sixth Amendment, dated as of April 9, 2001, to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 10.41 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).*
10.29	Seventh Amendment (dated as of October 5, 2004) to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 99.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).*
10.30	Morrison Retirement Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).*
10.31	Indenture, dated January 7, 2015, to the Morrison Retirement Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2014 (File No. 12454)).*
10.32	Executive Group Life and Executive Accidental Death and Dismemberment Plan (incorporated by reference from Exhibit 10(q) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1989 (File No. 0-1750)).*
10.33	Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10(a)(a) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 1994 (File No. 1-12454)).*
10.34	Form of First Amendment to the Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10.25 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).*
10.35	Second Amendment (dated as of January 1, 2004) to the Ruby Tuesday Inc. Executive Life Insurance Plan (formerly the Morrison Restaurants Inc. Executive Life Insurance Plan) (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).*
10.36	Ruby Tuesday Inc. Executive Life Insurance Premium Plan dated as of January 1, 2004 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).*
10.37	First Amendment, dated November 30, 2012, to the Ruby Tuesday Inc. Executive Life Insurance Premium Plan (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).*
10.38	Ruby Tuesday, Inc. 1996 Stock Incentive Plan, restated as of September 30, 1999 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).*

-101-

Index

10.39	First Amendment, dated as of July 10, 2000, to the restated Ruby Tuesday, Inc. 1996 Stock Incentive Plan (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).*
10.40	Ruby Tuesday, Inc. Salary Deferral Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).*
10.41	First Amendment, dated as of April 6, 2011, to the Ruby Tuesday, Inc. Salary Deferral Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).*
10.42	Indenture, dated January 7, 2015, to the Ruby Tuesday, Inc. Salary Deferral Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2014 (File No. 12454)).*
10.43	First Amendment, dated as of July 29, 2015, to the Ruby Tuesday, Inc. Salary Deferral Plan (File No. 1-12454).*+
10.44	Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement restated as of June 1, 2001 (incorporated by reference from Exhibit 10.44 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).*
10.45	First Amendment, dated as of June 10, 2002, to the Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement (incorporated by reference from Exhibit 10.58 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 2002 (File No. 1-12454)).*
10.46	Ruby Tuesday, Inc. Restated Deferred Compensation Plan, dated as of November 26, 2002 (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2002 (File No. 1-12454)).*
10.47	Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to Form 8-K filed on January 18, 2005 (File No. 1-12454)).*
10.48	First Amendment, dated as of December 14, 2006, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).*
10.49	Second Amendment, dated as of July 11, 2007, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.40 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).*
10.50	Third Amendment, dated as of December 30, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).*
10.51	Fourth Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).*
10.52	Fifth Amendment, dated as April 6, 2011, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).*
10.53	Sixth Amendment, dated as October 31, 2012, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Quarterly Report on Form

-102-

Index

	10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).*
10.54	Seventh Amendment, dated as July 29, 2015, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (File No. 1-12454).*+
10.55	Description of Cash Bonus Plan (incorporated by reference to Form 8-K filed on July 14, 2006 (File No. 1-12454)).*
10.56	Distribution Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.23 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.57	Amended and Restated Tax Allocation and Indemnification Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Custom Management Corporation of Pennsylvania, Custom Management Corporation, John C. Metz & Associates, Inc., Morrison International, Inc., Morrison Custom Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc., a Georgia corporation, Tias, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.24 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.58	Agreement Respecting Employee Benefit Matters, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.25 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.59	Trust Agreement (dated as of July 23, 2004) between Ruby Tuesday Inc. and U.S. Trust Company, N.A. (incorporated by reference from Exhibit 99.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).*
10.60	Master Distribution Agreement, dated as of December 8, 2006 and effective as of November 15, 2006, by and between Ruby Tuesday, Inc. and PFG Customized Distribution (portions of which have been redacted pursuant to a confidential treatment request filed with the SEC) (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.61	Revolving Credit Agreement, dated as of December 3, 2013, among Ruby Tuesday, Inc., the Guarantors, the Lenders from time to time party hereto, Bank of America, N.A., as Administrative Agent and Issuing Bank, and Wells Fargo, National Association and Regions Bank, as Co-Syndication Agents (incorporated by reference from Exhibit 10.1 to Form 8-K filed on December 9, 2013 (File No. 1-12454)).
10.62	Waiver and Consent in Connection with Revolving Credit Facility (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2013 (File No. 1-12454)).
10.63	First Amendment to Revolving Credit Agreement and Waiver, dated as of January 10, 2014, by and among Ruby Tuesday, Inc., the Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as administrative agent for the Lenders (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2013 (File No. 1-12454)).
10.64	Second Amendment to Revolving Credit Agreement and Waiver, dated as of February 7, 2014, by and among Ruby Tuesday, Inc., the Guarantors, the Lenders party hereto and Bank of America, N.A., as administrative agent for the Lenders (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2014 (File No. 1-12454)).

-103-

Index

10.65	Third Amendment to Revolving Credit Agreement and Waiver, dated as of August 5, 2014, by and among Ruby Tuesday, Inc., the Guarantors, the Lenders party hereto and Bank of America, N.A., as administrative agent for the Lenders (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the year ended June 3, 2014 (File No. 1-12454)).
10.66	Fourth Amendment to Revolving Credit Agreement and Waiver, dated as of June 29, 2015, by and among Ruby Tuesday, Inc., the Guarantors, the Lenders party hereto and Bank of America, N.A. as administrative agent for the Lenders (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 2, 2015 (File No. 1-12454)).
10.67	Loan Modification Agreement, dated as of December 2, 2013, by and among Ruby Tuesday, Inc. and the Borrowers and Lenders party hereto (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2013 (File No. 1-12454)).
10.68	Loan Modification Agreement, dated as of August 03, 2015, by and among Ruby Tuesday, Inc. and the Borrowers and Lenders party hereto (File No. 1-12454).+
10.69	Master Amendment to Loan Documents, dated as of May 2, 2014, for the Secured Promissory Notes by and among certain subsidiaries of Ruby Tuesday, Inc. and First Franchise Capital Corporation (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the year ended June 3, 2014 (File No. 1-12454)).
10.70	Purchase Agreement, dated as of May 7, 2012 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 9, 2012 (File No. 1-12454)).
10.71	Indenture, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Guarantors party hereto, and Wells Fargo, National Association, as Trustee (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.72	Registration Rights Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.73	Pledge Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.4 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.74	Indenture, dated January 9, 2013, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).*
10.75	Form of Indemnification Agreement, dated April 7, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 2, 2010 (File No. 1-12454)).
10.76	Employment Agreement, dated as of November 16, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).*
10.77	Amendment No. 1, dated as of September 20, 2013, to Employment Agreement by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 99.1 to Form 8-K filed on September 23, 2013 (File No. 1-12454)).*
10.78	Agreement and General Release, by and between Ruby Tuesday, Inc. and Jeff Wood (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 2, 2014 (File No. 1-12454)).*

-104-

Index

10.79	Separation Agreement, dated as of April 30, 2012, by and between Ruby Tuesday, Inc. and Michael O. Moore (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 26, 2012 (File No. 1-12454)).*
10.80	First Amendment to Separation Agreement, dated as of June 26, 2014, by and between Ruby Tuesday, Inc. and Michael O. Moore (incorporated by reference from Exhibit 99.2 to Form 8-K filed on June 26, 2014 (File No. 1-12454)).*
10.81	Agreement for Separation of Employment, by and between Robert LeBoeuf and Ruby Tuesday, Inc. (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2013 (File No. 1-12454)).*
10.82	Ruby Tuesday, Inc. Executive Compensation Clawback Policy, dated as of July 22, 2015 (File No. 1-12454).*+
10.83	Ruby Tuesday, Inc. 2010 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No. 1-12454)).*
10.84	Ruby Tuesday, Inc. 2015 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 3, 2015 (File No. 1-12454)).*
12.1	Statement regarding computation of Consolidated Ratio of Earnings to Fixed Charges.+
21.1	Subsidiaries of Ruby Tuesday, Inc.+
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm.+
31.1	Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
32.1	Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+
101.INS	XBRL Instance Document.+
101.SCH	XBRL Schema Document.+
101.CAL	XBRL Calculation Linkbase Document.+
101.DEF	XBRL Definition Linkbase Document.+
101.LAB	XBRL Labels Linkbase Document.+
101.PRE	XBRL Presentation Linkbase Document.+

 -105-

EX-10.1

RUBY TUESDAY, INC.

SERVICE-BASED RESTRICTED STOCK UNIT AWARD

This SERVICE-BASED RESTRICTED STOCK UNIT AWARD (the  “Award”) is made and entered into as of the ___ of August, 2015 by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and ____________________________ (the “Employee”).

Upon and subject to the provisions of the Plan and the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Award, the Company hereby awards as of the Grant Date to the Employee the Restricted Stock Units described below in consideration of the Employee’s services to the Company.

A. Grant Date:  August ___, 2015.

B. Plan Under Which Granted:  Ruby Tuesday, Inc. 1996 Stock Incentive Plan or the Ruby Tuesday, Inc. Stock Incentive Plan  (the “Plan”).

C. Restricted Stock Units:  The number of Restricted Stock Units subject to the Award shall be _________________________________ (_______).  Each Restricted Stock Unit represents the Company’s unfunded and unsecured obligation to issue one share of the Company’s common stock (“Common Stock”), $.01 par value per share, in accordance with this Award, subject to the terms of this Award and the Plan.

D. Vesting Schedule:  The Restricted Stock Units shall become vested, as and to the extent indicated below, only if and to the extent the Employee provides continuous service to the Company and/or any affiliate for the period beginning with the Grant Date through the date described in the following Vesting Schedule without experiencing a Termination of Employment (the “Service Condition”):

Continuous Service Date	Percentage of Restricted Stock Units which are Vested Stock Units
Prior to August ___, 2016	0%
August ___, 2016 until August ___, 2017	331/3%
August ___, 2017 until August ___, 2018	662/3%
August ___, 2018 and after	100%

Notwithstanding the foregoing, the Service Condition will be deemed satisfied as to all or a portion of the Restricted Stock Units, as indicated below, if the Employee provides continuous service to the Company and/or any affiliate following the Grant Date through the date of any of the earlier events listed below without experiencing a Termination of Employment:

(a)           (i) In the event of a Termination of Employment due to Disability or death; or (ii) in the event of an involuntary Termination of Employment, other than for Cause, all of the Restricted Stock Units not previously vested shall be deemed to have satisfied the Service Condition immediately prior to the effective date of the event.

(b)           In the event of a Change in Control, all of the Restricted Stock Units not previously vested shall be deemed to have satisfied the Service Condition immediately prior to the effective date of such Change in Control.

The Restricted Stock Units which have satisfied, or are deemed to have satisfied, the Service Condition are herein referred to as the “Vested Stock Units.”  Any portion of the Restricted Stock Units which have not become Vested Stock Units in accordance with this Paragraph D before or at the time of Employee’s Termination of Employment shall be forfeited.

F. Distribution Period:  Subject to the attached Additional Terms and Conditions, the shares of Common Stock attributable to the Vested Stock Units shall be issued to the Employee within ninety (90) days following the date the Restricted Stock Units become vested (each a “Distribution Period”).

IN WITNESS WHEREOF, the Company and Employee have signed this Award as of the Grant Date set forth above.

RUBY TUESDAY, INC.

By:
	James J. Buettgen	[Name of Employee]
Title:	Chairman and Chief Executive Officer

-2-

ADDITIONAL TERMS AND CONDITIONS TO THE

RUBY TUESDAY, INC.

RESTRICTED STOCK UNIT AWARD

1.Settlement and Delivery of Vested Stock Units.

(a)           During the Distribution Period, the Company shall issue and deliver a share certificate, or make or caused to be made an appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, representing the number of shares of Common Stock attributable to Vested Stock Units to the Employee in settlement of the Employee’s rights under this Award.

(b)           The Company shall not be required to issue fractional shares (or cash in lieu of fractional shares) upon the settlement of the Award.

(c)           Notwithstanding anything in the Plan, the Award, or any other agreement (written or oral) to the contrary, if the Employee is a “specified employee” (within the meaning of Code Section 409A) on the date of a Termination of Employment, then any payment made or settlement occurring with respect to such Termination of Employment under this Award will be delayed to the extent necessary to comply with Code Section 409A(a)(2)(B)(i), and the applicable stock will be paid or settled to the Employee during the five-day period commencing on the earlier of: (i) the expiration of the six-month period measured from the date of the Employee’s Termination of Employment, or (ii) the date of the Employee’s death.  Upon the expiration of the applicable six-month period under Code Section 409A(a)(2)(B)(i) (or, if earlier, the date of the Employee’s death), all stock deferred pursuant to this Subsection (c) will be paid or delivered to Employee (or the Employee’s estate, in the event of the Employee’s death) in a lump sum.

2.Tax Withholding.

(a)           The minimum amount of the required tax withholding obligations imposed on the Company by reason of the issuance of the shares of Common Stock attributable to Vested Stock Units shall be satisfied by reducing the actual number of shares of Common Stock by the number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock on the applicable vesting date, is sufficient to satisfy the minimum required tax withholding obligations, assuming that (i) the Employee does not make a valid election to satisfy tax withholding in cash pursuant to Subsection (b), and (ii) the Committee does not determine that tax withholding will be required to be satisfied in another manner.

(b)           The Employee may elect in writing by notice to the Company received at least ten (10) days before the applicable vesting date to satisfy such tax withholding

obligation  in cash by the applicable vesting date, as provided in Subsection (a)(i). If the Employee fails to timely satisfy payment of the cash amount, then Subsection (a) shall apply.

(c)            To the extent that the Employee elects or is required to satisfy the tax withholding obligations in this Section 2 in cash, the Company shall withhold the cash from any cash payments then owed to the Employee, or if none, the Employee shall timely remit the cash amount.

(d)           If the Employee does not timely satisfy payment of the tax withholding obligations, the Employee will forfeit the Vested Stock Units.

3.Rights as Shareholder.  Until shares of Common Stock received in settlement of the Vested Stock Units are issued to the Employee, the Employee shall have no rights as a shareholder with respect to the either Restricted Stock Units or Vested Stock Units.  Except as otherwise provided in Section 7 and Section 5.2 of the Plan, the Company shall make no adjustment for any dividends or distributions or other rights on or with respect to shares of Common Stock issued in settlement of the Vested Stock Units for which the record date is prior to the issuance of that stock certificate.

4.Special Limitations.  If a registration statement is not in effect under the Securities Act of 1933 (the “Securities Act”) or any applicable state securities law with respect to shares of Common Stock otherwise deliverable under this Award, the Employee (a) shall deliver to the Company, prior to the delivery of Common Stock pursuant to the settlement of the Vested Stock Units, such information, representations and warranties as the Company may reasonably request in order for the Company to be able to satisfy itself that the shares of Common Stock are being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws; and (b) shall agree that the shares of Common Stock so acquired will not be disposed of except pursuant to an effective registration statement, unless the Company shall have received an opinion of counsel that such disposition is exempt from such requirement under the Securities Act and any applicable state securities law.

5.Restrictions on Transfer.  The Employee shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title or interest in or to any Restricted Stock Units (including, without limitation, Vested Stock Units).  Any such disposition not made in accordance with this Award shall be deemed null and void.  The restrictions contained in this Section 5 will not apply with respect to transfers of the Restricted Stock Units pursuant to applicable laws of descent and distribution; provided that any applicable the restrictions contained in this Section 5 will continue to be applicable to the Restricted Stock Units after any such transfer; and provided further that the transferee(s) of such Restricted Stock Units must agree in writing to be bound by the provisions of the Plan and this Award.

-2-

6.Legends on Shares.  No holder of shares of Common Stock issued pursuant to this Award may sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in any such shares, except (a) pursuant to an effective registration statement under the Securities Act; or (b) in a transaction that fully complies with Rule 144, without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.  The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Common Stock issued pursuant to this Award.  The Employee or any other holder shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of that person to carry out the provisions of this Section.

7.Change in Capitalization.

(a)           The number and kind of shares of Common Stock subject to the Restricted Stock Units (including, without limitation, Vested Stock Units) shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that cause the per share value of the shares of Common Stock referenced by the Restricted Stock Units to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend or distribution (each, an “Equity Restructuring”).

(b)           In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, recapitalization, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Common Stock, or a Change in Control of the Company, that in each case does not constitute an Equity Restructuring, the Committee, in its sole discretion, may make such adjustments with respect to the Restricted Stock Units and take such action as it deems necessary or appropriate, including, without limitation, adjusting the number of Restricted Stock Units, making a corresponding adjustment in the number of shares subject to the Restricted Stock Units, substituting a new award to replace the Award, removing restrictions on outstanding Awards, accelerating the termination of the Award or terminating the Award in exchange for the cash value determined in good faith by the Committee of the Restricted Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee.

(c)           No fractional shares shall be created in making any adjustment pursuant to this Section 7.  Instead, any adjustment pursuant to this Section 7 that would

-3-

otherwise result in a fractional Restricted Stock Unit or fractional share of Common Stock becoming subject to the Award shall be further adjusted to round down the numbers of Restricted Stock Units to the next lowest Restricted Stock Unit or share of Common Stock, as applicable.

(d)           All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Employee.  Any action taken by the Committee need not treat all recipients of equity incentives equally.

(e)           The existence of the Plan and the Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

8.Clawback.  Notwithstanding anything herein to the contrary, this Award and any Common Stock issued pursuant to this Award is expressly subject to any “clawback policy” now or hereafter adopted by the Company, as the same may be amended from time to time, or any recoupment permitted or required by law.

9.Section 409A.  This Award is intended to comply with, or otherwise be exempt from, Code Section 409A, as applicable.  This Award shall be administered, interpreted, and construed in a manner consistent with such Code section.  Should any provision of this Award be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Employee’s consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A.  No acceleration of payment or settlement may be made except as permitted under Code Section 409A.

10.Governing Laws.  This Award shall be construed, administered and enforced according to the laws of the State of Georgia; provided, however, no shares of Common Stock shall be issued except, in the reasonable judgment of the Committee, in compliance with exemptions under applicable state securities laws of the state in which the Employee resides, and/or any other applicable securities laws.

11.Successors.  This Award shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

-4-

12.Notice.  Except as otherwise specified herein, all notices and other communications required or permitted under this Award shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof.  In addition, notices hereunder may be delivered by hand, facsimile transmission or overnight courier, in which event the notice shall be deemed effective when delivered or transmitted.  All notices and other communications under this Award shall be given to the parties hereto at the following addresses:  to the Company (attention of the Chief Legal Officer), at the principal office of the Company or at any other address as the Company, by notice to Employee, may designate in writing from time to time; and to Employee, at Employee’s address as shown on the records of the Company, or at any other address as Employee, by notice to the Company, may designate in writing from time to time.

13.Severability.  In the event that any one or more of the provisions or portion thereof contained in this Award shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Award, and this Award shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

14.Entire Agreement.  Subject to the terms and conditions of the Plan, this Award (including the Additional Terms and Conditions) expresses the entire understanding and agreement of the parties with respect to the subject matter.  The Committee shall have full and conclusive authority to interpret the Award and to make all other determinations necessary or advisable for the proper administration of the arrangement reflected by this Award.  The Committee’s interpretations and determinations in this regard shall be final and binding on the Employee.

15.Headings.  Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award.

16.Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Award, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

17.No Right to Continued Service.  Neither this Award nor the issuance of the Restricted Stock Units hereunder shall be construed as giving the Employee the right to continued service with the Company or any affiliate.

-5-

18.Definitions.  Except as provided below, all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.  The following capitalized terms shall have the following meanings:

(a)           “Cause” has the same meaning as provided in the employment agreement currently or most recently in effect between the Employee and the Company or, if applicable, any affiliate of the Company, or if no such definition or employment agreement ever existed, “Cause” means conduct amounting to:  (i) fraud or dishonesty in the performance of the duties of Employee’s service with the Company or its affiliates, (ii) Employee’s willful misconduct, refusal to follow the reasonable directions of his/her supervisors, or knowing violation of law, rules or regulations (including misdemeanors relating to public intoxication, driving under the influence, use or possession of controlled substances or relating to conduct of a similarly nature), (iii) acts of moral turpitude or personal conduct in violation of Company’s Code of Business Conduct and Ethics, (iv) absence from work without reasonable excuse, (v) intoxication with alcohol or drugs while on Company’s or affiliates’ premises, (vi) a conviction or plea of guilty or nolo contendere to a crime involving dishonesty, or (vii) a breach or violation of the terms of any agreement to which Employee and the Company (or any affiliate) are party.

(b)           “Change in Control” means any one of the following events occurring after the Grant Date:

(i)           the acquisition by any one person, or more than one person acting as a group (other than any person or more than one person acting as a group who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition) of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company;

(ii)           within any twelve-month period (beginning on or after the Grant Date) the date a majority of members of the Company’s Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election;

(iii)           within any twelve-month period (beginning on or after the Grant Date) the acquisition by any one person, or more than one person acting as a group, of ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or

-6-

(iv)           within any twelve-month period (beginning on or after the Grant Date) the acquisition by any one person, or more than one person acting as a group, of the assets of the Company that have a total gross fair market value of eighty-five percent (85%) or more of the total gross fair market value of all of the assets of the Company.

The foregoing provisions of this Section 18(b) shall be construed in a manner consistent with the requirements for a “change in the ownership of a corporation,” a “change in the effective control of a corporation,” and a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of Section 409A and the rules and regulations promulgated thereunder.

(c)           “Disability” means the Employee is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company and its affiliates. The determination of Disability will be made in accordance with the definition of “disability” under Code Section 409A.

(d)           “Termination of Employment” means a “separation from service” within the meaning of Code Section 409A and the rules and regulations promulgated thereunder.

-7-

EX-10.2

RUBY TUESDAY, INC.

PERFORMANCE RESTRICTED STOCK UNIT AWARD

This PERFORMANCE RESTRICTED STOCK UNIT AWARD (the  “Award”) is made and entered into as of the ___ of August, 2015 by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and ____________________________ (the “Employee”).

Upon and subject to the provisions of the Plan and the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Award, the Company hereby awards as of the Grant Date to the Employee the Performance Restricted Stock Units described below in consideration of the Employee’s services to the Company.

A. Grant Date:  August ___, 2015.

B. Plan Under Which Granted:  Ruby Tuesday, Inc. 1996 Stock Incentive Plan or the Ruby Tuesday, Inc. Stock Incentive Plan (the “Plan”).

C. Performance Restricted Stock Units:  The number of Performance Restricted Stock Units subject to the Award shall be _________________________________ (_______).  Each Performance Restricted Stock Unit represents the Company’s unfunded and unsecured obligation to issue one share of the Company’s common stock (“Common Stock”), $.01 par value per share, in accordance with this Award, subject to the terms of this Award and the Plan.

D. Performance Goals:  [Add narrative to describe performance goals and performance period, including a definition for “Performance Period End Date.”]

E. Vesting Schedule:  Provided that the Employee remains in the continuous service of the Company or any affiliate through the last day of the Performance Period End Date without experiencing a Termination of Employment (the “Service Condition”) and that the applicable Performance Level described below has been achieved, the number of Performance Restricted Stock Units indicated below shall become Vested Stock Units in accordance with the following Vesting Schedule and be settled on the Performance Period End Date:

Performance Level	[Describe  performance  goal.]	Percentage of Performance  Restricted Stock Units that  Become Vested Stock Units
Below Threshold		0%
Threshold		%
[One or more  intermediate threshold]		%
Maximum		100%

There will be no payment for performance below the “Threshold” level, no payment will be made in excess of 100% at the “Maximum” level, and there will be straight-line interpolation, conditioned upon performance above the Threshold level, between levels of achievement.

Service Condition Exceptions.  Notwithstanding the foregoing, the Service Condition will be deemed satisfied as to all or a portion of the Performance Restricted Stock Units, as indicated below, if the Employee provides continuous service to the Company and/or any affiliate following the Grant Date through the date of any of the earlier events listed below without experiencing a Termination of Employment:

(a)           (i) In the event of a Termination of Employment due to Disability or death; (ii) in the event of an involuntary Termination of Employment, other than for Cause; or (iii) upon a voluntary Termination of Employment at or after age fifty-five (55), the portion of the Performance Restricted Stock Units which are deemed to have satisfied the Service Condition will be equal to the Performance Restricted Stock Units that would have become Vested Stock Units based solely upon the Performance Level achieved multiplied by a fraction where the numerator is the number of whole twelve-month periods commencing with July 1 of the year in which the grant was made through and including the effective date of the Termination of Employment and the denominator is three (3).

(b)           In the event of a Change in Control, all of the Performance Restricted Stock Units shall be deemed to have satisfied the Service Condition immediately prior to the effective date of such Change in Control.

Performance Condition Exception.  In the event of a Change in Control, the Performance Condition will be deemed to have been met at the “Target” level.

The Performance Restricted Stock Units with respect to which both a Performance Level and Service Condition has been, or are deemed to have been, achieved or satisfied, as applicable, are herein referred to as the “Vested Stock Units”  Any portion of the Performance Restricted Stock Units which have not, or have not been deemed to have, satisfied both the Service Condition and Performance Condition in accordance with this Paragraph E as of the Performance Period End Date shall be forfeited.

F. Distribution of Common Stock:  Subject to the attached Additional Terms and Conditions, the shares of Common Stock attributable to the Vested Stock Units shall be issued to the Employee within ninety (90) days following the earlier of (i) the effective date of a Change in Control or (ii) the Performance Period End Date (the “Distribution Period”).

-2-

IN WITNESS WHEREOF, the Company and Employee have signed this Award as of the Grant Date set forth above.

RUBY TUESDAY, INC.

By:
	James J. Buettgen	[Name of Employee]
Title:	Chairman and Chief Executive Officer

-3-

ADDITIONAL TERMS AND CONDITIONS TO THE

RUBY TUESDAY, INC.

PERFORMANCE RESTRICTED STOCK UNIT AWARD

1.Settlement and Delivery of Vested Stock Units.

(a)           The Committee shall certify as to the achievement of any Performance Level before proceeding with any settlement of the Award.

(b)           During the Distribution Period, the Company shall issue and deliver a share certificate, or make or caused to be made an appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, representing the number of shares of Common Stock attributable to Vested Stock Units to the Employee in settlement of the Employee’s rights under this Award. Settlement of the Award shall be based upon the highest Performance Level achieved, with no additional shares of Common stock being issuable by reason of the attainment of any intermediate Performance Levels.

(c)           The Company shall not be required to issue fractional shares (or cash in lieu of fractional shares) upon the settlement of the Award.

(d)           Notwithstanding anything in the Plan, the Award, or any other agreement (written or oral) to the contrary:

(i)           In the event the Service Condition has been deemed satisfied pursuant to Paragraph E.a. of the Award with respect to the Employee, the Award will nevertheless be forfeited if the Committee determines that, between the effective date of the Termination of Employment and the settlement of the Award, the Employee provided services in any capacity within the United States which involves duties and responsibilities similar to those undertaken for the Company with any of the following competitors: Chipotle Mexican Grill, Salsarita’s Fresh Cantina, Moe’s Southwestern Grill, Olive Garden Italian Restaurant, Red Lobster, Longhorn Steakhouse, Outback Steakhouse, Applebee’s, Chili’s Grill & Bar, T.G.I. Friday’s, Red Robin Gourmet Burgers, and O’Charley’s, Inc., or any of their parents, affiliated companies, or successors.

(ii)           If the Employee is a “specified employee” (within the meaning of Code Section 409A) on the date of a Termination of Employment, then any payment made or settlement occurring with respect to such Termination of Employment under this Award will be delayed to the extent necessary to comply with Code Section 409A(a)(2)(B)(i), and the applicable stock will be paid or settled to the Employee during the five-day period commencing on the earlier of: (1) the expiration of the six-month period measured from the date of the

Employee’s Termination of Employment, or (2) the date of the Employee’s death.  Upon the expiration of the applicable six-month period under Code Section 409A(a)(2)(B)(i) (or, if earlier, the date of the Employee’s death), all stock deferred pursuant to this Subsection (d) will be paid or delivered to Employee (or the Employee’s estate, in the event of the Employee’s death) in a lump sum.

2.Tax Withholding.

(a)           The minimum amount of the required tax withholding obligations imposed on the Company by reason of the issuance of the shares of Common Stock attributable to Vested Stock Units shall be satisfied by reducing the actual number of shares of Common Stock by the number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock on the Performance Period End Date of Common Stock, is sufficient to satisfy the minimum required tax withholding obligations, assuming that (i) the Employee does not make a valid election to satisfy tax withholding in cash pursuant to Subsection (b), and (ii) the Committee does not determine that tax withholding will be required to be satisfied in another manner.

(b)           The Employee may elect in writing by notice to the Company received at least ten (10) days before the Performance Period End Date of Common Stock to satisfy such tax withholding obligation in cash by the Performance Period End Date of Common Stock, as provided in Subsection (a)(i). If the Employee fails to timely satisfy payment of the cash amount, then Subsection (a) shall apply.

(c)            To the extent that the Employee elects or is required to satisfy the tax withholding obligations in this Section 2 in cash, the Company shall withhold the cash from any cash payments then owed to the Employee, or if none, the Employee shall timely remit the cash amount.

(d)           If the Employee does not timely satisfy payment of the tax withholding obligations, the Employee will forfeit the Vested Stock Units.

3.Rights as Shareholder.  Until shares of Common Stock received in settlement of the Vested Stock Units are issued to the Employee, the Employee shall have no rights as a shareholder with respect to the either Performance Restricted Stock Units or Vested Stock Units.  Except as otherwise provided in Section 7 and Section 5.2 of the Plan, the Company shall make no adjustment for any dividends or distributions or other rights on or with respect to shares of Common Stock issued in settlement of the Vested Stock Units for which the record date is prior to the issuance of that stock certificate.

4.Special Limitations.  If a registration statement is not in effect under the Securities Act of 1933 (the “Securities Act”) or any applicable state securities law with respect to

-2-

shares of Common Stock otherwise deliverable under this Award, the Employee (a) shall deliver to the Company, prior to the delivery of Common Stock pursuant to the settlement of the Vested Stock Units, such information, representations and warranties as the Company may reasonably request in order for the Company to be able to satisfy itself that the shares of Common Stock are being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws; and (b) shall agree that the shares of Common Stock so acquired will not be disposed of except pursuant to an effective registration statement, unless the Company shall have received an opinion of counsel that such disposition is exempt from such requirement under the Securities Act and any applicable state securities law.

5.Restrictions on Transfer.  The Employee shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title or interest in or to any Performance Restricted Stock Units (including, without limitation, Vested Stock Units).  Any such disposition not made in accordance with this Award shall be deemed null and void.  The restrictions contained in this Section 5 will not apply with respect to transfers of the Performance Restricted Stock Units pursuant to applicable laws of descent and distribution; provided that any applicable restrictions contained in this Section 5 will continue to be applicable to the Performance Restricted Stock Units after any such transfer; and provided further that the transferee(s) of such Performance Restricted Stock Units must agree in writing to be bound by the provisions of the Plan and this Award.

6.Legends on Shares.  No holder of shares of Common Stock issued pursuant to this Award may sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in any such shares, except (a) pursuant to an effective registration statement under the Securities Act; or (b) in a transaction that fully complies with Rule 144, without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.  The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Common Stock issued pursuant to this Award.  The Employee or any other holder shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of that person to carry out the provisions of this Section.

-3-

7.Change in Capitalization.

(a)           The number and kind of shares of Common Stock subject to the Performance Restricted Stock Units (including, without limitation, Vested Stock Units) shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that cause the per share value of the shares of Common Stock referenced by the Performance Restricted Stock Units to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend or distribution (each, an “Equity Restructuring”).

(b)           In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, recapitalization, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Common Stock, or a Change in Control of the Company, that in each case does not constitute an Equity Restructuring, the Committee, in its sole discretion, may make such adjustments with respect to the Performance Restricted Stock Units and take such action as it deems necessary or appropriate, including, without limitation, adjusting the number of Performance Restricted Stock Units, making a corresponding adjustment in the number of shares subject to the Performance Restricted Stock Units, substituting a new award to replace the Award, removing restrictions on outstanding Awards, accelerating the termination of the Award or terminating the Award in exchange for the cash value determined in good faith by the Committee of the Performance Restricted Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee.

(c)           No fractional shares shall be created in making any adjustment pursuant to this Section 7.  Instead, any adjustment pursuant to this Section 7 that would otherwise result in a fractional Performance Restricted Stock Unit or fractional share of Common Stock becoming subject to the Award shall be further adjusted to round down the numbers of Performance Restricted Stock Units to the next lowest Performance Restricted Stock Unit or share of Common Stock, as applicable.

(d)           All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Employee.  Any action taken by the Committee need not treat all recipients of equity incentives equally.

-4-

(e)           The existence of the Plan and the Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

8.Clawback.  Notwithstanding anything herein to the contrary, this Award and any Common Stock issued pursuant to this Award is expressly subject to any “clawback policy” now or hereafter adopted by the Company, as the same may be amended from time to time, or any recoupment permitted or required by law.

9.Section 409A.  This Award is intended to comply with, or otherwise be exempt from, Code Section 409A, as applicable.  This Award shall be administered, interpreted, and construed in a manner consistent with such Code section.  Should any provision of this Award be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Employee’s consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A.  No acceleration of payment or settlement may be made except as permitted under Code Section 409A.

10.Governing Laws.  This Award shall be construed, administered and enforced according to the laws of the State of Georgia; provided, however, no shares of Common Stock shall be issued except, in the reasonable judgment of the Committee, in compliance with exemptions under applicable state securities laws of the state in which the Employee resides, and/or any other applicable securities laws.

11.Successors.  This Award shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

12.Notice.  Except as otherwise specified herein, all notices and other communications required or permitted under this Award shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof.  In addition, notices hereunder may be delivered by hand, facsimile transmission or overnight courier, in which event the notice shall be deemed effective when delivered or transmitted.  All notices and other communications under this Award shall be given to the parties hereto at the following addresses:  to the Company (attention of the Chief Legal Officer), at the principal office of the Company or at any other address as the Company, by notice to Employee, may designate in writing from time to time; and to Employee, at

-5-

Employee’s address as shown on the records of the Company, or at any other address as Employee, by notice to the Company, may designate in writing from time to time.

13.Severability.  In the event that any one or more of the provisions or portion thereof contained in this Award shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Award, and this Award shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

14.Entire Agreement.  Subject to the terms and conditions of the Plan, this Award (including the Additional Terms and Conditions) expresses the entire understanding and agreement of the parties with respect to the subject matter.  The Committee shall have full and conclusive authority to interpret the Award and to make all other determinations necessary or advisable for the proper administration of the arrangement reflected by this Award.  The Committee’s interpretations and determinations in this regard shall be final and binding on the Employee.

15.Headings.  Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award.

16.Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Award, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

17.No Right to Continued Service.  Neither this Award nor the issuance of the Performance Restricted Stock Units hereunder shall be construed as giving the Employee the right to continued service with the Company or any affiliate.

18.Definitions.  Except as provided below, all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.  The following capitalized terms shall have the following meanings:

(a)           “Cause” has the same meaning as provided in the employment agreement currently or most recently in effect between the Employee and the Company or, if applicable, any affiliate of the Company, or if no such definition or employment agreement ever existed, “Cause” means conduct amounting to:  (i) fraud or dishonesty in the performance of the duties of Employee’s service with the Company or its affiliates, (ii) Employee’s willful misconduct, refusal to follow the reasonable directions of his/her supervisors, or knowing violation of law, rules or regulations (including misdemeanors relating to public intoxication, driving under the influence, use or

-6-

possession of controlled substances or relating to conduct of a similarly nature), (iii) acts of moral turpitude or personal conduct in violation of Company’s Code of Business Conduct and Ethics, (iv) absence from work without reasonable excuse, (v) intoxication with alcohol or drugs while on Company’s or affiliates’ premises, (vi) a conviction or plea of guilty or nolo contendere to a crime involving dishonesty, or (vii) a breach or violation of the terms of any agreement to which Employee and the Company (or any affiliate) are party.

(b)           “Change in Control” means any one of the following events occurring after the Grant Date:

(i)           the acquisition by any one person, or more than one person acting as a group (other than any person or more than one person acting as a group who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition) of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company;

(ii)           within any twelve-month period (beginning on or after the Grant Date) the date a majority of members of the Company’s Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election;

(iii)           within any twelve-month period (beginning on or after the Grant Date) the acquisition by any one person, or more than one person acting as a group, of ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or

(iv)           within any twelve-month period (beginning on or after the Grant Date) the acquisition by any one person, or more than one person acting as a group, of the assets of the Company that have a total gross fair market value of eighty-five percent (85%) or more of the total gross fair market value of all of the assets of the Company.

The foregoing provisions of this Section 18(b) shall be construed in a manner consistent with the requirements for a “change in the ownership of a corporation,” a “change in the effective control of a corporation,” and a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of Section 409A and the rules and regulations promulgated thereunder.

(c)           “Disability” means the Employee is (i) unable to engage in any substantial gainful activity by reason of any

-7-

substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company and its affiliates. The determination of Disability will be made in accordance with the definition of “disability” under Code Section 409A.

(d)           “Termination of Employment” means a “separation from service” within the meaning of Code Section 409A and the rules and regulations promulgated thereunder.

-8-

EX-10.3

RUBY TUESDAY, INC.

PERFORMANCE CASH INCENTIVE AWARD

This PERFORMANCE CASH INCENTIVE AWARD (the “Award”) is made and entered into as of the Grant Date by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and ________________ (the “Employee”).

Upon and subject to the provisions of the Plan and the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Award, the Company hereby awards as of the Grant Date to the Employee the Performance Cash Incentive described below in consideration of the Employee’s services to the Company

A.           Grant Date:  August ___, 2015.

B. Plan Under Which Granted:  Ruby Tuesday, Inc. Stock Incentive Plan  (the “Plan”).

C.           Performance Cash Incentive:  $ _________________________.

D. Performance Goals:  [Add narrative to describe performance goals and performance period, including a definition for “Performance Period End Date.”]

E. Vesting Schedule:  Provided that the Employee remains in the continuous service of the Company or any affiliate through the last day of the Performance Period End Date without experiencing a Termination of Employment (the “Service Condition”) and that the applicable Performance Level described below has been achieved, the percentage of the Performance Cash Incentive indicated below shall become payable in accordance with the following Vesting Schedule:

Performance Level	[Describe  performance  goal.]	Percentage of Performance  Cash Incentive that Becomes  Payable
Below Threshold		0%
Threshold		%
[One or more intermediate threshold]		%
Maximum		100%

There will be no payment for performance below the “Threshold” level, no payment will be made in excess of 100% at the “Maximum” level, and there will be straight-line interpolation, conditioned upon performance above the Threshold level, between levels of achievement.

Service Condition Exception.  Notwithstanding the foregoing, the Service Condition will

be deemed satisfied as to all or a portion of the Performance Cash Incentive, as indicated below, if the Employee provides continuous service to the Company and/or any affiliate following the Grant Date through the date of any of the earlier events listed below without experiencing a Termination of Employment:

(a)           (i) In the event of a Termination of Employment due to Disability or death; (ii) in the event of an involuntary Termination of Employment, other than for Cause; or (iii) upon a voluntary Termination of Employment at or after age fifty-five (55), the portion of the Performance Cash Incentive which is deemed to have satisfied the Service Condition will be equal to the percentage of the Performance Cash Incentive that would have become payable based solely upon the Performance Level achieved multiplied by a fraction where the numerator is the number of whole twelve-month periods commencing with July 1 of the year in which the grant was made through and including the effective date of the Termination of Employment and the denominator is three (3).

(b)           In the event of a Change in Control, all of the Performance Cash Incentive shall be deemed to have satisfied the Service Condition immediately prior to the effective date of such Change in Control.

Performance Condition Exception.  In the event of a Change in Control, the Performance Condition will be deemed to have been met at the “Target” level.

The portion of the Performance Cash Incentive with respect to which both a Performance Level and Service Condition has been, or are deemed to have been, achieved or satisfied, as applicable, shall be paid within ninety (90) days following the earlier of (i) the effective date of a Change in Control or (ii) the Performance Period End Date (the “Distribution Period”)  Any portion of the Performance Cash Incentive which has not, or has not been deemed to have, satisfied both the Service Condition and Performance Condition as of the Performance Period End Date shall be forfeited.

IN WITNESS WHEREOF, the Company and Employee have signed this Award as of the Grant Date set forth above.

RUBY TUESDAY, INC.

By:
	James J. Buettgen	[Name of Employee]
Title:	Chairman and Chief Executive Officer

-2-

ADDITIONAL TERMS AND CONDITIONS OF

RUBY TUESDAY, INC.

PERFORMANCE CASH INCENTIVE AWARD

1.           Settlement of Award.

(a)           The Committee shall certify as to the achievement of any Performance Level before proceeding with any settlement of the Award.

(b)           Any portion of the Performance Cash Incentive that becomes payable shall be paid in cash or cash equivalents during the Distribution Period.  Settlement of the Award shall be based upon the highest Performance Level achieved, with no additional amount payable by reason of the attainment of any intermediate Performance Levels.

(c)           Notwithstanding anything in the Plan, the Award, or any other agreement (written or oral) to the contrary:

(i)           In the event the Service Condition has been deemed satisfied pursuant to Paragraph E.a. of the Award with respect to the Employee, the Award will nevertheless be forfeited if the Committee determines that, between the effective date of the Termination of Employment and the settlement of the Award, the Employee provided services in any capacity within the United States which involves duties and responsibilities similar to those undertaken for the Company with with any of the following competitors: Chipotle Mexican Grill, Salsarita’s Fresh Cantina, Moe’s Southwestern Grill, Olive Garden Italian Restaurant, Red Lobster, Longhorn Steakhouse, Outback Steakhouse, Applebee’s, Chili’s Grill & Bar, T.G.I. Friday’s, Red Robin Gourmet Burgers, and O’Charley’s, Inc., or any of their parents, affiliated companies, or successors.

(ii)           If the Employee is a “specified employee” (within the meaning of Code Section 409A) on the date of a Termination of Employment, then any payment made or settlement occurring with respect to such Termination of Employment under this Award will be delayed to the extent necessary to comply with Code Section 409A(a)(2)(B)(i), and the applicable cash will be paid to the Employee during the five-day period commencing on the earlier of: (1) the expiration of the six-month period measured from the date of the Employee’s Termination of Employment, or (2) the date of the Employee’s death.  Upon the expiration of the applicable six-month period under Code Section 409A(a)(2)(B)(i) (or, if earlier, the date of the Employee’s death), all cash deferred pursuant to this Subsection (c) will be paid or delivered to Employee (or the Employee’s estate, in the event of the Employee’s death) in a lump sum.

-3-

2.           Tax Withholding.  The Company shall withhold the amount of taxes, which in the determination of the Company are required to be withheld under federal, state and local laws and all other applicable payroll withholding with respect to any amount payable under the Award.

3.           Change in Capitalization.  The existence of the Plan and the Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

4.           Clawback.  Notwithstanding anything herein to the contrary, this Award and any cash paid pursuant to this Award is expressly subject to any “clawback policy” now or hereafter adopted by the Company, as the same may be amended from time to time, or any recoupment permitted or required by law.

5.           Section 409A.  This Award is intended to comply with, or otherwise be exempt from, Code Section 409A, as applicable.  This Award shall be administered, interpreted, and construed in a manner consistent with such Code section.  Should any provision of this Award be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Employee’s consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A.  No acceleration of payment or settlement may be made except as permitted under Code Section 409A.

6.           Governing Laws.  This Award shall be construed, administered and enforced according to the laws of the State of Georgia.

7.           Successors.  This Award shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

8.           Notice.  Except as otherwise specified herein, all notices and other communications required or permitted under this Award shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof.  In addition, notices hereunder may be delivered by hand, facsimile transmission or overnight courier, in which event the notice shall be deemed effective when delivered or transmitted.  All notices and other communications under this Award shall be given to the parties hereto at the following addresses:  to the Company (attention of the Chief Legal Officer), at the principal office of the Company or at any other address as the Company, by notice to Employee, may designate in writing from time to time; and to Employee, at

-4-

Employee’s address as shown on the records of the Company, or at any other address as Employee, by notice to the Company, may designate in writing from time to time.

9.           Severability.  In the event that any one or more of the provisions or portion thereof contained in this Award shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Award, and this Award shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

10.           Entire Agreement.  Subject to the terms and conditions of the Plan, this Award (including the Additional Terms and Conditions) expresses the entire understanding and agreement of the parties with respect to the subject matter.  The Committee shall have full and conclusive authority to interpret the Award and to make all other determinations necessary or advisable for the proper administration of the arrangement reflected by this Award.  The Committee’s interpretations and determinations in this regard shall be final and binding on the Employee.

11.           Headings.  Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award.

12.           Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Award, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

13.           No Right to Continued Employment.  Neither the establishment of the Plan nor this Award shall be construed as giving Employee the right to any continued service relationship with the Company or any affiliate of the Company.

14.           Definitions. Except as provided below, all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.  The following capitalized terms shall have the following meanings:

(a)           “Cause” has the same meaning as provided in the employment agreement currently or most recently in effect between the Employee and the Company or, if applicable, any affiliate of the Company, or if no such definition or employment agreement ever existed, “Cause” means conduct amounting to:  (i) fraud or dishonesty in the performance of the duties of Employee’s service with the Company or its affiliates, (ii) Employee’s willful misconduct, refusal to follow the reasonable directions of his/her supervisors, or knowing violation of law, rules or regulations (including misdemeanors relating to public intoxication, driving under the influence, use or possession of controlled substances or relating to conduct of a similarly nature), (iii) acts 

-5-

of moral turpitude or personal conduct in violation of Company’s Code of Business Conduct and Ethics, (iv) absence from work without reasonable excuse, (v) intoxication with alcohol or drugs while on Company’s or affiliates’ premises, (vi) a conviction or plea of guilty or nolo contendere to a crime involving dishonesty, or (vii) a breach or violation of the terms of any agreement to which Employee and the Company (or any affiliate) are party.

(b)           “Change in Control” means any one of the following events occurring after the Grant Date:

(i)           the acquisition by any one person, or more than one person acting as a group (other than any person or more than one person acting as a group who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition) of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company;

(ii)           within any twelve-month period (beginning on or after the Grant Date) the date a majority of members of the Company’s Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election;

(iii)           within any twelve-month period (beginning on or after the Grant Date) the acquisition by any one person, or more than one person acting as a group, of ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or

(iv)           within any twelve-month period (beginning on or after the Grant Date) the acquisition by any one person, or more than one person acting as a group, of the assets of the Company that have a total gross fair market value of eighty-five percent (85%) or more of the total gross fair market value of all of the assets of the Company.

The foregoing provisions of this Section 18(b) shall be construed in a manner consistent with the requirements for a “change in the ownership of a corporation,” a “change in the effective control of a corporation,” and a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of Section 409A and the rules and regulations promulgated thereunder.

-6-

(c)           “Disability” means the Employee is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company and its affiliates. The determination of Disability will be made in accordance with the definition of “disability” under Code Section 409A.

(d)           “Termination of Employment” means a “separation from service” within the meaning of Code Section 409A and the rules and regulations promulgated thereunder.

-7-

EX-10.4

FIRST AMENDMENT TO THE

RUBY TUESDAY, INC. SALARY DEFERRAL PLAN

THIS FIRST AMENDMENT to the Ruby Tuesday, Inc. Salary Deferral Plan (the “Plan”) is made on this 29 day of July, 2015 by Ruby Tuesday, Inc. a corporation duly organized and existing under the laws of the State of Georgia (the “Primary Sponsor”).

WHEREAS, the Primary Sponsor maintains the Plan, which was last amended and restated by an indenture dated January 7, 2015;

WHEREAS, the Primary Sponsor now desires to amend the Plan to revise the matching contribution formula, to provide immediate vesting of matching contributions, and add a Roth contribution feature.

NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan as follows:

1.           By deleting, effective for payroll periods beginning on and after to September 2, 2015, the existing Section 3.2 and substituting therefor the following:

“3.2           Matching Contributions.

(a)           Each Plan Sponsor proposes to make matching contributions to the Company Matching Account of a Participant in an amount equal to a discretionary percentage, as determined by the Primary Sponsor, of no less than twenty-five percent (25%) of the Participant’s Deferral Amounts (including Catch-Up Contributions and Roth Elective Deferrals), to the extent such Deferral Amounts do not exceed a discretionary percentage, as determined by the Primary Sponsor, of the Participant’s Annual Compensation of not less than the first three percent (3%) of such Annual Compensation and not in excess of the first six percent (6%) of such Annual Compensation.

(b)           With respect to contributions under Subsection (a), the Primary Sponsor may, in its discretion, make such contributions as of the last day of any time period specified by the Primary Sponsor (which period may be no shorter than a payroll period and no longer than a Plan Year).  A Participant must be an Eligible Employee as of the last day of any such period to be eligible to receive any such contribution.”

2.           By deleting, effective for Participants who have not experienced a Termination of Employment prior to September 2, 2015, the existing Section 8.5 and substituting therefor the following:

“8.5           Vesting.  A Participant shall be fully vested in his Account at all times.”

3.           By adding, effective for payroll periods beginning on and after to September 2, 2015, the following new Appendix E, titled “ROTH ELECTIVE DEFERRALS” to the Plan:

“APPENDIX E

ROTH ELECTIVE DEFERRALS

SECTION 1

PURPOSE

The purpose of this Appendix E to the Plan is to modify, supersede and supplement the terms of the Plan as they relate to Roth Elective Deferrals under the Plan.  This Appendix is to be construed in accordance with Code Section 402A and Treasury Regulations Section 1.401(k)-1(f) and any applicable guidance or regulations issued thereunder.

SECTION 2

GENERAL RULES

(a)           The provisions of this Appendix will apply to Roth Elective Deferrals beginning on or after September 2, 2015.

(b)           As of September 2, 2015, the Plan will accept Roth Elective Deferrals made on behalf of Participants.  A Participant’s Roth Elective Deferrals will be allocated to a separate account maintained for such deferrals as described in Section 3 of this Appendix.

(d)           Unless specifically stated otherwise in this Appendix, Roth Elective Deferrals will be treated in the same manner as Elective Deferrals or, if applicable, as Catch-Up Contributions, for all purposes under the Plan.

(d)           Roth Elective Deferrals will be aggregated with Elective Deferrals when determining the limitations described in Section 3.1 of the Plan, Appendix A, and Appendix C.

(e)           The making of Roth Elective Deferrals shall be subject to such administrative procedures as the Plan Administrator may prescribe pursuant to Section 3.1(d) of the Plan and the Plan Administrator shall have the same discretionary authority to administer the Plan with respect to Roth Elective Deferrals as it does with respect to all other aspects of the Plan.

-2-

SECTION 3

SEPARATE ACCOUNTING

(a)           The Plan will maintain a record of the amount of Roth Elective Deferrals in each Participant’s Account in a separate Roth Elective Deferral Account.

(b)           Contributions and withdrawals of Roth Elective Deferrals will be credited and debited to the Roth Elective Deferral Account established for the Roth Elective Deferrals maintained for each Participant.

(c)           Roth Elective Deferral Accounts are invested among the available Investment Funds in accordance with Section 5 of the Plan.

(d)           Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to each Participant’s Roth Elective Deferral Account and the Participant’s other Accounts under the Plan.

(e)           No contributions other than Roth Elective Deferrals and properly attributable earnings will be credited to each Participant’s Roth Elective Deferral Account.

(f)           For purposes of determining whether an amount being distributed pursuant to Section 8.1(c) of the Plan will be subject to a direct rollover by the Administrator, a Participant’s Roth Elective Deferral Account will be considered separately from the amount within the Participant's non-Roth Account.

SECTION 4

LOANS AND IN-SERVICE WITHDRAWALS

(a)           All or any portion of a Participant’s Roth Elective Deferral Account maintained under the Plan may be loaned in accordance with Section 6 of the Plan and subject to such other rules as the Plan Administrator may from time to time prescribe.

(b)           A Participant may withdraw all or any portion of his or her Roth Elective Deferral Account maintained under the Plan in accordance with Sections 7.1 and 7.3 of the Plan.  Any withdrawal of a Participant’s Roth Elective Deferral Account will be subject to (i) the distribution rules of Code Section 402A(d) and any applicable guidance or regulations issued thereunder, and (ii) the rules and limitations as the Plan Administrator may from time to time prescribe.

(c)           A Participant may withdraw all or any portion of his or her Roth Elective Deferral Rollover Account maintained under the Plan by submitting a

-3-

request in the form and subject to such rules and limitations as the Plan Administrator may from time to time prescribe.  Any withdrawal of a Participant’s Roth Elective Deferral Rollover Account will be subject to the distribution rules of Code Section 402A(d) and any applicable guidance or regulations issued thereunder.

SECTION 5

DIRECT ROLLOVERS

(a)           Notwithstanding Section 11.2 of the Plan, a Direct Rollover of a distribution from a Roth Elective Deferral Account under the Plan will only be made to another Roth elective deferral account under an applicable retirement plan described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to the extent the rollover is permitted under the rules of Code Section 402(c) and Treasury Regulations Section 1.401(k)-1(f)(3)(ii).

(b)           The Plan will accept a rollover contribution of Roth elective deferrals to a Roth Elective Deferral Rollover Account only if it is a Direct Rollover from another Roth elective deferral account under an applicable retirement plan described in Code Section 402A(e)(1) and only to the extent the rollover is permitted under the rules of Code Section 402(c).

(c)           The Plan will not provide for a Direct Rollover (including an automatic rollover to an individual retirement plan designated by the Plan Administrator) for distributions from a Participant’s Roth Elective Deferral Account if the amount of the distributions that are Eligible Rollover Distributions are reasonably expected to total less than $200 during a year.  In addition, any distribution from a Participant’s Roth Elective Deferral Account is not taken into account in determining whether distributions from a Participant’s other Accounts are reasonably expected to total less than $200 during a year.

(d)           The provisions of the Plan that allow a Participant to elect a Direct Rollover of only a portion of an Eligible Rollover Distribution, but only if the amount rolled over is at least $500, is applied by treating any amount distributed from the Participant’s Roth Elective Deferral Account as a separate distribution from any amount distributed from the Participant’s other Accounts in the Plan, even if the amounts are distributed at the same time.

(e)           A Participant’s Roth Elective Deferral Account and the Participant’s other Accounts under the Plan are treated as accounts held under two separate plans (within the meaning of Code Section 414(l)) for purposes of applying Sections 8.1(c) and 9.1(b) of the Plan (regarding the automatic rollover rules for mandatory distributions under Code Section 401(a)(31)(B)(i)(I)) and the special rules in A-9 through A-11 of Treasury Regulations Section 1.401(a)(31)-1.  

-4-

Thus, if a Participant has less than $1,000 in the Participant’s Roth Elective Deferral Account and less than $1,000 in the Participant’s other Accounts, the Plan will not provide the Participant with an automatic rollover with respect to the Participant’s Roth Elective Deferral Account or the other Accounts even if the total vested Account of the Participant under the Plan exceeds $1,000.

SECTION 6

EXCESS DEFERRAL AMOUNTS

In the case of a recharacterization or distribution of Excess Deferral Amounts under Section 3 of Appendix C, a Highly Compensated Eligible Participant may designate the extent to which the Excess Deferral Amount is composed of Elective Deferrals and Roth Elective Deferrals but only to the extent such types of deferrals were made for the year. If the Highly Compensated Eligible Participant does not designate which type of elective deferrals are to be distributed, the Plan will distribute Elective Deferrals first.

SECTION 7

DEFINITIONS

As used in this Appendix, the following words and phrases shall have the meaning set forth below:

(a)           Roth Elective Deferral.  A Roth Elective Deferral is an elective deferral that is:

(i)           irrevocably designated by the Participant at the time the Participant elects to make a cash or deferred election under Section 3.1 of the Plan as a Roth Elective Deferral that is being made in lieu of all or a portion of the Elective Deferrals the Participant is otherwise eligible to make under the Plan; and

(ii)           includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made a cash or deferred election.

(b)           Roth Elective Deferral Account.  The Roth Elective Deferral Account is the account which shall reflect a Participant’s interest in Roth Elective Deferrals and earning and losses thereon.

(c)           Roth Elective Deferral Rollover Account.  The Roth Elective Deferral Rollover Account is the account which shall reflect a Participant’s interest in Roth Elective Deferral rollover amounts and earning and losses thereon.”

-5-

Except as specifically amended hereby, the Plan shall remain in full force and effect prior to this First Amendment.

IN WITNESS WHEREOF, the Primary Sponsor has caused this First Amendment to be executed on the day and year first above written.

RUBY TUESDAY, INC.

By:           /s/ James J. Buettgen

Name:      James J. Buettgen

Title:        Chairman, President & Chief Executive Officer

ATTEST:

By:           /s/ Rhonda Parish                                                      

Name:       Rhonda Parish                                                                

Title:         Chief Legal Officer & Secretary                                                                

[CORPORATE SEAL]

-6- 

EX-10.5

SEVENTH AMENDMENT TO THE

RUBY TUESDAY, INC. 2005 DEFERRED COMPENSATION PLAN

THIS SEVENTH AMENDMENT to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (the “Plan”) is made on this 29 day of July, 2015 by Ruby Tuesday, Inc., a corporation duly organized and existing under the laws of the State of Georgia (the “Primary Sponsor”).

WHEREAS, the Primary Sponsor maintains the Plan, which was last amended and restated by an indenture effective as of January 1, 2005 and has been subsequently amended six times since such date; and

WHEREAS, the Primary Sponsor now desires to amend the Planto revise the matching contribution formula and to provide full vesting of matching contributions.

NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan as follows:

1.           By deleting, effective for payroll periods beginning on and after to September 2, 2015, the existing Section 3.2 and substituting therefor the following:

“3.2           Matching Contributions.

(a)           Each Plan Sponsor proposes to credit for allocation to a Member’s Company Matching Account an amount equal to a discretionary percentage, as determined by the Primary Sponsor, of no less than twenty-five percent (25%) of a Member’s Deferral Amounts, to the extent such Deferral Amounts do not exceed a discretionary percentage, as determined by the Primary Sponsor, of the Member’s Annual Compensation of not less than the first three percent (3%) of such Annual Compensation and not in excess of the first six percent (6%) of such Annual Compensation.

(b)           Plan Sponsor contributions made pursuant to this Section 4 may be made in cash or in kind at the discretion of the Plan Sponsor.

(c)           Notwithstanding any other provision of the Plan to the contrary, for any Member who (1) is also a ‘Participant’ in the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (as such term is defined in such plan) and (2) holds a position of Senior Vice President or above (an ‘Excluded Member’), then, beginning with the Plan Year following the year in which a Member becomes an Excluded Member, such Member shall no longer receive matching credits under Section 4.1(a) of the Plan.  Members who meet the criteria for ‘Excluded Members’ in the 2006 Plan Year shall no longer receive matching credits under Section 4.1(a) of the Plan beginning with the 2007 Plan Year.  Notwithstanding the immediately preceding sentence, if at the end of a Plan Year, a Member ceases to meet the criteria for being an Excluded Member (whether by reason of

demotion, job reclassification, or otherwise), then such Member shall again be eligible for matching credits under Section 4.1(a) as of the beginning of the following Plan Year; provided such Member is otherwise eligible for matching credits hereunder.

(d)           With respect to matching credits under Subsection (a), the Primary Sponsor may, in its discretion, allocate such credits as of the last day of any time period specified by the Primary Sponsor (which period may be no shorter than a payroll period and no longer than a Plan Year).  A Member must be an Eligible Employee as of the last day of any such period to be eligible to receive any such matching credit.”

2.           By deleting, effective for Participants who have not experienced a Termination of Employment prior to September 2, 2015, the existing Section 4.2 and substituting therefor the following:

“4.2           Vesting.  A Participant shall be fully vested in his Account at all times.”

Except as specifically amended hereby, the Plan shall remain in full force and effect prior to this Seventh Amendment.

IN WITNESS WHEREOF, the Primary Sponsor has caused this Seventh Amendment to be executed on the day and year first above written.

RUBY TUESDAY, INC.

By:           /s/ James J. Buettgen

Name:      James J. Buettgen

Title:        Chairman, President & Chief Executive Officer

ATTEST:

By:           /s/ Rhonda Parish                                                      

Name:      Rhonda Parish                                                                

Title:        Chief Legal Officer & Secretary                                                                

[CORPORATE SEAL]

-2-

EX-10.6

LOAN MODIFICATION AGREEMENT

This LOAN MODIFICATION AGREEMENT (as it may be amended, supplemented, extended or renewed from time to time, this “Agreement”) is entered into as of August 3, 2015 by and among RUBY TUESDAY, INC., a Georgia corporation (“Guarantor”), whose address is 150 West Church Avenue, Maryville, Tennessee 37801, the borrowers listed on the signature page hereto (each, a “Borrower” and, collectively, “Borrowers”), each of whose address is 150 West Church Avenue, Maryville, Tennessee 37801, and the lenders listed on the signature page hereto (each, a “Lender” and, collectively, “Lenders”), each of whose address is 8377 East Hartford Drive, Suite 200, Scottsdale, Arizona 85255-5401.

RECITALS:

A.           Borrowers are indebted to Lenders with respect to the loans identified on Exhibit A attached hereto (each, a “Loan” and, collectively, the “Loans”).  Lenders are the current owners and holders of the Loans, as well as all promissory notes, instruments and documents evidencing, securing and guarantying the Loans, including, without limitation, the hereafter defined Guaranties, all as previously modified, amended, supplemented, extended and renewed from time to time, including, without limitation, as modified by the hereafter defined Existing Loan Modification Agreements (collectively, the “Current Loan Documents”).  The Current Loan Documents were previously modified pursuant to (i) that certain Loan Modification Agreement dated as of August 31, 2009 (the “2009 Loan Modification Agreement”) by and among Guarantor and the Borrowers and Lenders party thereto, (ii) that certain Loan Modification Agreement dated as of May 31, 2011 (the “2011 Loan Modification Agreement”) by and among the Guarantor and the Borrowers and Lenders party thereto (iii) that certain Loan Modification Agreement dated as of May 14, 2012 (the “2012 Loan Modification Agreement”) by and among the Guarantor and the Borrowers and Lenders party thereto an, (iv) that certain Loan Modification dated as of December 2, 2013 (the “2013 Loan Modification”; the 2013 Loan Modification, the 2012 Loan Modification Agreement, the 2011 Loan Modification Agreement and the 2009 Loan Modification Agreement, collectively, the “Existing Loan Modification Agreements”) by and among the Guarantor and the Borrowers and Lenders party thereto.  The Current Loan Documents, as modified by this Agreement, are referred to herein as the “Loan Documents,” and references in the Current Loan Documents and this Agreement to the “Loan Documents,” or any of them, shall be deemed to be a reference to such Loan Documents, as modified by this Agreement.  This Agreement shall be deemed to be one of the Loan Documents.

B.           Each Borrower is a direct or indirect subsidiary of Guarantor.

C.           The Loans have been guaranteed by Guarantor pursuant to (i) that certain Guaranty dated as of August 31, 2009 (the “2009 Guaranty”) by Guarantor in favor of the Lenders described therein and (ii) that certain Guaranty dated as of May 31, 2011 (the “2011 Guaranty”; the 2011 Guaranty and the 2009 Guaranty, together, the “Guaranties”) by Guarantor in favor of the Lenders described therein.

D.           Borrowers and Guarantor have requested that Lenders modify the Loans and the Current Loan Documents as provided in this Agreement, and Lenders are willing to so modify the Loans and the Current Loan Documents, subject to the terms and conditions set forth in this Agreement.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, Guarantorand Lenders agree as follows:

1.          Accuracy of Recitals; Effective Date.  Borrowers, Guarantor and Lenders acknowledge the accuracy of the Recitals set forth above and the parties hereby agree that the Recitals are a part of this Agreement.  Borrowers and Guarantor also acknowledge and agree that the information set forth on Exhibit A attached hereto with respect to each Loan is complete and correct, and that the outstanding principal indebtedness with respect to each Loan, together with all accrued unpaid interest thereon, is due and owing under the Loan Documents, without defense, offset or counterclaim. The modifications of the Current Loan Documents and the obligations of Borrowers, Guarantor and Lenders pursuant to this Agreement will be effective on the date that Lenders determine that the conditions precedent set forth in this Agreement have been satisfied in full (such date, the “Effective Date”).

2.Modification of Current Loan Documents.  The Current Loan Documents are hereby modified as follows:

(a)           Guarantor Reporting Requirements.  From and after the Effective Date, Guarantor shall not be required to maintain compliance with the monthly reporting requirement described in Section 2(a)(iv) of the 2013 Loan Modification, and the failure of a Borrower to comply with such monthly reporting requirement will not constitute an Event of Default under the Loan Documents.

(b)           Guarantor Financial Covenants.

(i)           Minimum Consolidated Fixed Charge Coverage Ratio.  Lender approves the change in the definition of Consolidated Fixed Charge Coverage Ratio, as reflected in the Guarantor Credit Agreement existing as of the Effective Date, which increases the amount of the mortgage prepayment penalty exclusion from $2,500,000 to $5,000,000.

3.Borrower Representations, Warranties and Covenants.  As additional consideration to and inducement for Lenders to enter into this Agreement, each Borrower represents and warrants to and covenants with Lenders as follows:

(a)           Representations and Warranties.  Each and all representations and warranties of each Borrower in the Current Loan Documents are and will continue to be accurate, complete and correct in all material respects (other than any representation or warranty expressly relating to an earlier date).  The representations and warranties in this Agreement are true, complete and correct as of the date set forth above, will continue to be true, complete and correct as of the consummation of the modifications contemplated by this Agreement, and will survive such consummation.

(b)No Defaults.  No Borrower is in default under any of the Current Loan Documents, nor has any event or circumstance occurred that is continuing that, with the giving of notice or the passage of time, or both, would be a default or an event of default by a Borrower under any of the Current Loan Documents.

(c)           No Material Changes.  There has been no material adverse change in the financial condition of Guarantor, any Borrower or any other person whose financial statement has been delivered to a Lender in connection with the Loans from the most recent financial statement received by a Lender from Guarantor, any Borrower or such other persons.

-2-

(d)           No Conflicts; No Consents Required.  Neither execution nor delivery of this Agreement nor fulfillment of or compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms or conditions of, or constitute a default under, any agreement or instrument to which any Borrower is a party or by which any Borrower may be bound.  No consents, approvals or authorizations are required for the execution and delivery of this Agreement by any Borrower or for any Borrower’s compliance with its terms and provisions.

(e)           Claims and Defenses.  No Borrower has any claims, counterclaims, defenses or set-offs with respect to the Loans or the Loan Documents.  Each Lender and its predecessors in interest have performed all of their obligations under the Loan Documents, and no Borrower has any defenses, offsets, counterclaims, claims or demands of any nature which can be asserted against any Lender or its predecessors in interest for damages or to reduce or eliminate all or any part of the obligations of such Borrower under the Loan Documents.

(f)           Validity.  This Agreement and the other Loan Documents are and will continue to be the legal, valid and binding obligations of each Borrower, enforceable against each Borrower in accordance with their terms.

(g)          Valid Existence, Execution and Delivery, and Due Authorization.  Each Borrower validly exists under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents.  The execution and delivery of this Agreement and the performance of the Loan Documents have been duly authorized by all requisite action by or on behalf of each Borrower.  This Agreement has been duly executed and delivered on behalf of each Borrower.

(h)          Ratification of Current Loan Documents and Collateral.  The Current Loan Documents, as modified by this Agreement, are ratified and affirmed by each Borrower and shall remain in full force and effect.  The liens of Lenders on and security interests in any and all real or personal property (tangible or intangible) granted as security for any of the Loans shall continue in full force and effect and none of such property is or shall be released from such liens and security interests.  Except as expressly provided herein, this Agreement shall not constitute a waiver of any rights or remedies of any Lender in respect of the Loan Documents.

(i)           No Duress.  Each Borrower has executed this Agreement as a free and voluntary act, without any duress, coercion or undue influence exerted by or on behalf of Lender or any other party.

4.Consent; Reaffirmation; and Acknowledgement. Guarantor (a) consents to the terms and conditions of this Agreement and (b) reaffirms the Guaranties and confirms and agrees that, notwithstanding this Agreement and the consummation of the transactions contemplated hereby and thereby, the Guaranties and all of Guarantor’s covenants, obligations, agreements, waivers, and liabilities set forth in the Guaranties continue in full force and effect in accordance with their terms with respect to the obligations guaranteed.

5.Guarantor Representations and Warranties.  Guarantor represents and warrants to Lenders that:

(a)           No Material Changes.  There has been no material adverse change in the financial condition of Guarantor from the most recent financial statement received by a Lender from Guarantor.

-3-

    (b)           Existing Representations and Warranties.  Each and all representations and warranties of Guarantor in the Current Loan Documents are and will continue to be accurate, complete and correct in all material respects (other than any representation or warranty expressly relating to an earlier date).

(c)           No Conflicts; No Consents Required.  Neither execution nor delivery of this Agreement nor fulfillment of or compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms or conditions of, or constitute a default under, any agreement or instrument to which Guarantor is a party or by which Guarantor may be bound.  No consents, approvals or authorizations are required for the execution and delivery of this Agreement by Guarantor or for Guarantor’s compliance with its terms and provisions.

(d)           Claims and Defenses.  Guarantor has no claims, counterclaims, defenses, or offsets against any Lender or its predecessors in interest or with respect to any of its obligations or other liabilities under the Guaranties as a result of this Agreement or otherwise, any such claims, counterclaims, defenses or offsets being hereby waived and released.

(e)            Validity.  This Agreement, the Existing Loan Modification Agreements and the Guaranties are the legal, valid and binding agreements of Guarantor and are enforceable against Guarantor in accordance with their terms.

(f)            Power and Authority.  Guarantor has the full power, authority, capacity and legal right to execute and deliver this Agreement, and the party executing this Agreement on behalf of Guarantor is fully authorized and directed to execute the same to bind Guarantor.

(g)           No Duress.  Guarantor has executed this Agreement as a free and voluntary act, without any duress, coercion or undue influence exerted by or on behalf of any Lender or any other party.

6.             Release.  Guarantor and each Borrower fully, finally and forever release and discharge (a) each Lender; (b) its predecessors in interest; (c) their respective successors, assigns and affiliates; and (d) the directors, officers, employees, agents and representatives of each Lender, such predecessors in interest, and such successors, assigns and affiliates (individually a “Lender Party”) from any and all actions, causes of action, claims, debts, demands, liabilities, obligations and suits, of whatever kind or nature, in law or equity, that Guarantor or any Borrower has or in the future may have, whether known or unknown (i) in respect of the Loans, this Agreement, the other Loan Documents or the actions or omissions of any Lender in respect of the Loans or the Loan Documents and (ii) arising from events occurring prior to the date of this Agreement.  GUARANTOR AND EACH BORROWER EXPRESSLY WAIVES ANY PROVISION OF STATUTORY OR DECISIONAL LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH PARTY’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY SUCH PARTY, MUST HAVE MATERIALLY AFFECTED SUCH PARTY’S SETTLEMENT WITH THE RELEASED PARTIES, INCLUDING PROVISIONS SIMILAR TO SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES:  “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

-4-

7.Conditions Precedent.  The obligations of Lenders to consummate the transactions contemplated by this Agreement are subject to satisfaction of the following conditions precedent, each in the sole and absolute discretion of Lenders:

(a)Borrower Performance.  Guarantor and Borrowers have duly executed and delivered this Agreement to Lenders.

(b)           Representations and Warranties.  The representations and warranties of Guarantor and Borrowers contained in this Agreement and any other document or instrument expressly contemplated by this Agreement shall be true and correct in all material respects.

(c)           No Default.  No event or circumstance shall have occurred that is continuing, that, with the giving of notice or the passage of time, or both, would be a default or an event of default under any of the Loan Documents.

(d)          Authority.  Borrowers and Guarantor shall have provided Lenders with certificates of the Secretary, Assistant Secretary, Manager or other appropriate officer, as applicable, of Guarantor and each Borrower, certifying as to (i) the resolution of the board of directors or consent of the managers, as applicable, of Guarantor and Borrowers, authorizing the execution, delivery and performance of the this Agreement and any related documents, (ii) the bylaws or operating agreements, as applicable, of Guarantor and Borrowers, and (iii) the signatures of the officers or agents of Guarantor and Borrowers authorized to execute and deliver this Agreement on behalf of Guarantor and Borrowers.

(e)           Senior Credit Facility Documentation.  Lenders shall have received copies of the fully-executed Senior Credit Facility Documentation, and the transactions contemplated under the Senior Credit Facility Documentation shall have closed concurrently with the Effective Date.

(f)           Fees and Costs.  Guarantor shall have paid to Lenders all out-of-pocket costs and expenses incurred by Lenders in connection with the preparation and negation of this Agreement and the closing of the transactions contemplated hereby, including attorneys’ fees incurred by Lenders in connection with the foregoing.

8.Entire Agreement; Change; Discharge; Termination or Waiver.  The Loan Documents, as modified by this Agreement, contain the entire understanding and agreement of Guarantor, Borrowers and Lenders in respect of the Loans and supersede all prior representations, warranties, agreements and understandings.  No provision of the Loan Documents may be changed, discharged, supplemented, terminated or waived except in a writing signed by Lenders, Guarantor and Borrowers.

9.No Limitations.  The description of the Loan Documents contained in this Agreement is for informational and convenience purposes only and shall not be deemed to limit, imply or modify the terms or otherwise affect the Loan Documents.  The description in this Agreement of the specific rights of Lenders shall not be deemed to limit or exclude any other rights to which Lenders may now be or may hereafter become entitled to under the Loan Documents at law, in equity or otherwise.

10.Time of the Essence.  Time is of the essence in this Agreement.

11.Binding Effect.  This Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, Borrowers, Guarantor and Lenders and their respective successors and assigns.

-5-

12.Further Assurances.  Guarantor and Borrowers shall execute, acknowledge (as appropriate) and deliver to Lenders such additional agreements, documents and instruments as reasonably required by Lenders to carry out the intent of this Agreement.

13.Counterpart Execution.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.  Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document.

14.Limitation of Liability for Certain Damages.  In no event shall any Lender Party be liable to Guarantor, any Borrower or any of theirrespective affiliates (collectively the “Credit Parties” and individually a “Credit Party”) on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings).  GUARANTOR, BORROWERS AND EACH OTHER CREDIT PARTY HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON (AND GUARANTOR AND BORROWERS SHALL CAUSE EACH OF THE OTHER CREDIT PARTIES TO SO WAIVE, RELEASE, AND AGREE NOT TO SUE UPON) ANY SUCH CLAIM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

15.Jurisdiction and Service of Process.

(a)           Submission to Jurisdiction.  Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of Arizona located in Maricopa County or of the United States for the District of Arizona, and Guarantor, each Borrower and each other Credit Party accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided, however, that nothing in this Agreement shall limit or restrict the right of Lenders to commence any proceeding in the federal or state courts located in the States in which the property securing the Loans is located to the extent Lenders deem such proceedings necessary or advisable to exercise remedies available under any Loan Document.  Lenders, Guarantor, each Borrower and each other Credit Party hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(b)           Service of Process.  Guarantor, each Borrower and each other Credit Party hereby irrevocably waive personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of Guarantor or Borrowers specified above (and shall be effective when such mailing shall be effective, as provided in Section 17 below).  Guarantor, each Borrower and each other Credit Party agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)            Non-Exclusive Jurisdiction.  Nothing contained in this Section shall affect the right of any Lender to serve process in any other manner permitted by applicable law or commence legal proceedings or otherwise proceed against any Borrower Party in any other jurisdiction.

-6-

17.           Notices.  All notices, demands, requests, directions and other communications (collectively, “Notices”) required or expressly authorized to be made by the Loan Documents will be written and addressed (a) if to Guarantor, a Borrower or any other Credit Party, to the address set forth above for Guarantor or such Borrower or other Credit Party or such other address as shall be notified in writing to Lenders after the date hereof; and (b) if to a Lender, at the address set forth above for Lenders or such other address as shall be notified in writing to Guarantor or any Borrower after the date hereof.  Notices may be given by hand delivery; by overnight delivery service, freight prepaid; or by U.S. mail, postage paid.  Notices given as described above shall be effective and be deemed to have been received (x) upon personal delivery to a responsible individual at Lender’s business office in Scottsdale, Arizona, if the Notice is given by hand delivery; (y) one business day after delivery to an overnight delivery service, if the Notice is given by overnight delivery service; and (z) two business days following deposit in the U.S. mail, if the Notice is given by U.S. mail.

18.           WAIVER OF JURY TRIAL.  LENDERS, GUARANTOR, BORROWERS AND EACH OTHER CREDIT PARTY, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY OR THEREBY.  THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

19.           Governing Law.  The laws of the State of Arizona (without giving effect to its conflicts of laws principles) shall govern all matters arising out of, in connection with or relating to this Agreement, including its validity, interpretation, construction, performance and enforcement.

[SIGNATURE PAGE FOLLOWS]

-7-

Executed and effective as of the date first set forth above.

BORROWERS:

RT INDIANAPOLIS FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT WESTERN MISSOURI FRANCHISE,

LLC, a Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT ST. LOUIS FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT MINNEAPOLIS FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

EXECUTION PAGE OF BORROWERS

TO LOAN MODIFICATION AGREEMENT]

-8-

RT KCMO FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT NEW ENGLAND FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT OMAHA FRANCHISE, LLC, a Delaware

limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT LONG ISLAND FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

[EXECUTION PAGE OF BORROWERS

TO LOAN MODIFICATION AGREEMENT]

-9-

RT DETROIT FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT MILLINGTON, LLC, a Delaware

limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT MICHIANA FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT SMITH, LLC, a Delaware limited

liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

[EXECUTION PAGE OF BORROWERS

TO LOAN MODIFICATION AGREEMENT]

-10-

RT MICHGAN FRANCHISE, LLC, a

Delaware limited liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT O’TOOLE, LLC, a Delaware limited

liability company

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT ORLANDO FRANCHISE, L.P., a

Delaware limited partnership

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT SOUTH FLORIDA FRANCHISE,

L.P., a Delaware limited partnership

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

[EXECUTION PAGE OF BORROWERS

TO LOAN MODIFICATION AGREEMENT]

-11-

RT WEST PALM FRANCHISE,

L.P., a Delaware limited partnership

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT TAMPA FRANCHISE, L.P., a

Delaware limited partnership

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

RT DENVER FRANCHISE, L.P., a

Delaware limited partnership

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Vice President and Secretary

[EXECUTION PAGE OF BORROWERS

TO LOAN MODIFICATION AGREEMENT]

-12-

GUARANTOR:

RUBY TUESDAY, INC., a Georgia

corporation

By:   /s/ Rhonda Parish             

Name:  Rhonda Parish

Its:     Chief Legal Officer and Secretary

[EXECUTION PAGE OF GUARANTOR

TO LOAN MODIFICATION AGREEMENT]

-13-

LENDERS:

GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation

By: /s/ Erik Siersma      

Printed Name:  Erik Siersma

Its:  Authorized Signatory

GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION OF CONNECTICUT, a Delaware corporation

By: GE CAPITAL FRANCHISE FINANCE CORPORATION, a Delaware corporation, as Servicer

By: /s/ Erik Siersma

Name:  Erik Siersma

Its:   Authorized signatory

GE COMMERCIAL FINANCE BUSINESS PROPERTY CORPORATION, a Delaware corporation

By:  Erik Siersma           

Printed Name:  Erik Siersma

Its:  Authorized Signatory

[EXECUTION PAGE OF LENDERS

TO LOAN MODIFICATION AGREEMENT]

-14-

GECPAC INVESTMENT II, INC., a Delaware corporation

By: GENERAL ELECTRIC CAPITAL

CORPORATION, a Delaware corporation, Servicer

By:  /s/ Erik Siersma

Name:  Erik Siersma

Its:   Authorized signatory

GE CAPITAL FRANCHISE FINANCE CORPORATION, a Delaware corporation, successor in interest to CEF Funding II, L.L.C.

By: /s/ Erik Siersma

Name: Erik Siersma

Its:   Authorized signatory

[EXECUTION PAGE OF LENDERS

TO LOAN MODIFICATION AGREEMENT]

-15-

EXHIBIT A

DESCRIPTION OF LOANS

Loan ID No.	Borrower	Current Holder  (Lender)
000432115	RT Indianapolis  Franchise, LLC	GECC
000431893	RT Western Missouri  Franchise, LLC	GECC
000431894	RT Western Missouri  Franchise, LLC	GECC
000430650	RT Minneapolis  Franchise, LLC	GECPAC Investment II,   Inc. (“GECPAC II”)
000429746	RT KCMO Franchise,  LLC	GECC
000429997	RT KCMO Franchise,  LLC	GECBAFCC
000429492	RT Detroit Franchise,  LLC	GECC
000430639	RT Michiana  Franchise, LLC and  RT Smith, LLC	GECPAC II
000430711	RT Michiana  Franchise, LLC	GECPAC II
000430712	RT Michigan  Franchise, LLC and  RT O’Toole, LLC	GECPAC II
000430666	RT Michigan  Franchise, LLC	GECPAC II
000429912	RT Michigan  Franchise, LLC	GECBAFCC
000430714	RT Michigan  Franchise, LLC and  RT O’Toole, LLC	GECPAC II
000429970	RT Michigan  Franchise, LLC	GECBAFCC
000429642	RT Orlando  Franchise, L.P.	GECBAFCC
000430696	RT West Palm Beach  Franchise, L.P.	GECPAC II

-16-

EXHIBIT B

Senior Credit Facility Documentation

1.            Indenture dated as of May 14, 2012 (the “Indenture”) among Wells Fargo Bank, National Association, as trustee, Guarantor, RTBD, Inc., RT Finance, Inc., Ruby Tuesday GC Cards, Inc., RT Tampa Franchise, L.P., RT Orlando Franchise, L.P., RT South Florida Franchise, L.P., RT New York Franchise, LLC, RT Southwest Franchise, LLC, RT Michiana Franchise, LLC, RT Franchise Acquisition, LLC, RT Kentucky Restaurant Holdings, LLC, RT Florida Equity, LLC, RTGC, LLC, RT Detroit Franchise, LLC, RT Michigan Franchise, LLC, RT West Palm Beach Franchise, L.P., RT New England Franchise, LLC, RT Long Island Franchise, LLC, Ruby Tuesday, LLC, RT Las Vegas Franchise, LLC, RT Minneapolis Franchise, LLC, RT Indianapolis Franchise, LLC, RT Denver Franchise, L.P., RT Omaha Franchise, LLC, RT KCMO Franchise, LLC, RT Portland Franchise, LLC, RT St. Louis Franchise, LLC, RT Western Missouri Franchise, LLC, Quality Outdoor Services, Inc., RT Airport, Inc., RT Louisville Franchise, LLC, RT McGhee-Tyson, LLC, RT One Percent Holdings, Inc., RT One Percent Holdings, LLC, RT Minneapolis Holdings, LLC, RT Omaha Holdings, LLC, RT Denver, Inc., RT Louisville, Inc., RT Orlando, Inc., RT South Florida, Inc., RT Tampa, Inc., RT West Palm Beach, Inc., RT New Hampshire Restaurant Holdings, LLC, RT Restaurant Services, LLC, RT Northern California Franchise, LLC, RTTA, LP, Work Hay 2, LLC, RT Distributing, LLC, RT O’Toole, LLC, RT Smith, LLC, RT Millington, LLC, 4721 RT of Pennsylvania, Inc., RTTT, LLC, RTT Texas, Inc., RT Jonesboro Club, RT Arkansas Club, Inc., Ruby Tuesday of Russellville, Inc., Ruby Tuesday of Conway, Inc., RT KCMO Kansas, Inc. and Ruby Tuesday of Bryant, Inc. and the other guarantors party thereto from time to time pursuant to a Supplement to the Indenture.

2.            Ruby Tuesday, Inc. 7⅝% Senior Notes Due 2020 and any Additional Notes and Exchange Notes issued in accordance with the terms of the Indenture, in an aggregate original principal amount of up to $250,000,000, (the “Senior Notes”).

3.            Revolving Credit Agreement dated as of December 3, 2013 the “Guarantor Credit Agreement”) among Guarantor, the lenders from time to time party thereto (the “Revolving Credit Lenders”), Bank of America, N.A., in its capacity as administrative agent for the Revolving Credit Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and RTBD, Inc., RT Finance, Inc., Ruby Tuesday GC Cards, Inc., RT Tampa Franchise, L.P., RT Orlando Franchise, L.P., RT South Florida Franchise, L.P., RT New York Franchise, LLC, RT Southwest Franchise, LLC, RT Michiana Franchise, LLC, RT Franchise Acquisition, LLC, RT Kentucky Restaurant Holdings, LLC, RT Florida Equity, LLC, RTGC, LLC, RT Detroit Franchise, LLC, RT Michigan Franchise, LLC, RT West Palm Beach Franchise, L.P., RT New England Franchise, LLC, RT Long Island Franchise, LLC, Ruby Tuesday, LLC, RT Las Vegas Franchise, LLC, RT Minneapolis Franchise, LLC, RT Indianapolis Franchise, LLC, RT Denver Franchise, L.P., RT Omaha Franchise, LLC, RT KCMO Franchise, LLC, RT Portland Franchise, LLC, RT St. Louis Franchise, LLC, RT Western Missouri Franchise, LLC, Quality Outdoor Services, Inc., RT Airport, Inc., RT Louisville Franchise, LLC, RT McGhee-Tyson, LLC, RT One Percent Holdings, Inc., RT One Percent Holdings, LLC, RT Minneapolis Holdings, LLC, RT Omaha Holdings, LLC, RT Denver, Inc., RT Louisville, Inc., RT Orlando, Inc., RT South Florida, Inc., RT Tampa, Inc., RT West Palm Beach, Inc., RT New Hampshire Restaurant Holdings, LLC, RT Restaurant Services, LLC, RT Northern California Franchise, LLC, RTTA, LP, Work Hay 2, LLC, RT Distributing, LLC, RT O’Toole, LLC, RT Smith, LLC, RT Millington, LLC, 4721 RT of Pennsylvania, Inc., RTTT, LLC, RTT Texas, Inc., RT Jonesboro Club, RT

-17-

Arkansas Club, Inc., Ruby Tuesday of Russellville, Inc., Ruby Tuesday of Conway, Inc., RT KCMO Kansas, Inc. and Ruby Tuesday of Bryant, Inc., as guarantors and the other guarantors party thereto from time to time pursuant to a Joinder Agreement to the Guarantor Credit Agreement (collectively, the “Subsidiary Guarantors”).

4.            Security Agreement dated as of December 3, 2013 (the “Security Agreement”) by Guarantor, RTBD, Inc., RT Finance, Inc., Ruby Tuesday GC Cards, Inc., RT Tampa, Inc., RT Orlando, Inc., RT South Florida, Inc., RT West Palm Beach, Inc., RT One Percent Holdings, Inc., RT New York Franchise, LLC, RT Southwest Franchise, LLC, RT Franchise Acquisition, LLC, RT Kentucky Restaurant Holdings, LLC, RT Florida Equity, LLC, RTGC, LLC, Ruby Tuesday, LLC, RT Las Vegas Franchise, LLC, Quality Outdoor Services, Inc., RT Airport, Inc., RT Denver, Inc., RT Louisville, Inc., RT Restaurant Services, LLC, RT One Percent Holdings, LLC, RT Louisville Franchise, LLC, RT McGhee Tyson, LLC, RT Minneapolis Holdings, LLC, RT Omaha Holdings, LLC, RT New Hampshire Restaurant Holdings, LLC, RT Northern California Franchise, LLC, RTTA, LP, Wok Hay 2, LLC, RT Distributing, LLC, RTT Texas, Inc., RTTT, LLC, RT Jonesboro Club, RT Arkansas Club, Inc., Ruby Tuesday of Russellville, Inc., Ruby Tuesday of Conway, Inc., RT KCMO Kansas, Inc., Ruby Tuesday of Bryant, Inc. and the other grantors party thereto from time to time pursuant to a Joinder Agreement to the Security Agreement, in favor of Administrative Agent.

5.            Pledge Agreement dated as of December 3, 2013 (the “Pledge Agreement”) by Guarantor, RTBD, Inc., RT Finance, Inc., Ruby Tuesday GC Cards, Inc., RT Tampa, Inc., RT Orlando, Inc., RT South Florida, Inc., RT West Palm Beach, Inc., RT One Percent Holdings, Inc., RT New York Franchise, LLC, RT Southwest Franchise, LLC, RT Franchise Acquisition, LLC, RT Kentucky Restaurant Holdings, LLC, RT Florida Equity, LLC, RTGC, LLC, Ruby Tuesday, LLC, RT Las Vegas Franchise, LLC, Quality Outdoor Services, Inc., RT Airport, Inc., RT Denver, Inc., RT Louisville, Inc., RT Restaurant Services, LLC, RT One Percent Holdings, LLC, RT Louisville Franchise, LLC, RT McGhee-Tyson, LLC, RT Minneapolis Holdings, LLC, RT Omaha Holdings, LLC, RT New Hampshire Restaurant Holdings, LLC, RT Northern California Franchise, LLC, RTTA, LP, Wok Hay 2, LLC, RT Distributing, LLC, RTT Texas, Inc., RTTT, LLC, RT Jonesboro Club, RT Arkansas Club, Inc., Ruby Tuesday of Russellville, Inc., Ruby Tuesday of Conway, Inc., RT KCMO Kansas, Inc., Ruby Tuesday of Bryant, Inc. and the other pledgors party thereto from time to time pursuant to a Joinder Agreement to the Pledge Agreement in favor of Administrative Agent, in favor of Administrative Agent.

-18-

EX-10.7

RUBY TUESDAY, INC.

EXECUTIVE COMPENSATION CLAWBACK POLICY

JULY 22, 2015

In the event of a restatement of Ruby Tuesday, Inc.’s (the “Company”) financial results (other than a prophylactic or voluntary restatement due to a change in applicable accounting rules or interpretations) due to material noncompliance with financial reporting requirements under the securities laws or other similar laws or regulations, with respect to any compensation granted (whether already paid or only calculated as payable and yet to be paid) to any current or former employee holding a position of vice president or above (each an “Executive”) on or after July 22, 2015, if the Board of Directors of the Company, excluding any member not deemed independent, (the “Board”) determines in good faith that such compensation was awarded (or in the case of unpaid compensation, determined for award) based on such material noncompliance, then the Board shall, on behalf of the Company, except as expressly provided below, recover all of the Executive’s compensation (or in the case of unpaid compensation, to reduce such compensation) based on the erroneous financial data in excess of what would have been paid (or in the case of unpaid compensation, what should be paid) to the Executive under the accounting restatement.  Such recovery period shall comprise up to the three (3) years preceding the date on which the Company is required to prepare the accounting restatement.

The Board shall not seek recovery of such excess compensation if the Board determines that to do so would (i) violate applicable law; (ii) adversely impact the interests of the Company in any related proceeding or investigation; (iii) incur costs in excess of the recoverable excess compensation; or (iv) be unreasonable relative to the Executive’s accountability for the error that resulted in the restatement.

Any determination of the Board shall be conclusive and binding on the Company and the applicable Executive(s).  The determination of the Board need not be uniform with respect to any Executives.

EXECUTIVE ACKNOWLEDGEMENT OF RUBY TUESDAY, INC.

EXECUTIVE COMPENSATION CLAWBACK POLICY DATED JULY 22, 2015

In the event of a restatement of Ruby Tuesday, Inc.’s (the “Company”) financial results (other than a prophylactic or voluntary restatement due to a change in applicable accounting rules or interpretations) due to material noncompliance with financial reporting requirements under the securities laws or other similar laws or regulations, with respect to any compensation granted (whether already paid or only calculated as payable and yet to be paid) to any current or former employee holding a position of vice president or above (each an “Executive”) on or after July 22, 2015, if the Board of Directors of the Company, excluding any member not deemed independent, (the “Board”) determines in good faith that such compensation was awarded (or in the case of unpaid compensation, determined for award) based on such material noncompliance, then the Board shall be entitled on behalf of the Company to recover all of the Executive’s compensation (or in the case of unpaid compensation, to reduce such compensation) based on the erroneous financial data in excess of what would have been paid (or in the case of unpaid compensation, what should be paid) to the Executive under the accounting restatement.  Such determination by the Board shall be conclusive and binding on the Company and the Executive.  Further, such recovery period shall comprise up to the three (3) years preceding the date on which the Company is required to prepare the accounting restatement.

The Executive, by his/her signature below, hereby certifies that the Executive has received a copy of, has read and understands the Executive Compensation Clawback Policy dated July 22, 2015.

Dated this    day of        , 20 .

Signature  

Printed Name 

EX-12.1

Ruby Tuesday, Inc
Unaudited Computation of Ratio of Consolidated Earnings to Fixed Charges
(Dollar Amounts in Millions)
	Fiscal Year Ended
	June 2,  2015			June 3,  2014			June 4,  2013			June 5,  2012			May 31,  2011
Earnings before fixed charges:
(Loss)/income from continuing operations before income taxes	$	(5.1	)	$	(69.6	)	$	(21.9	)	$	(8.6	)	$	57.1
Add equity in losses (deduct equity in earnings) of equity interest		-			-			-			-			0.6
Less Capitalized interest		0.5			0.5			0.5			0.5			0.6
		(4.6	)		(69.1	)		(21.4	)		(8.1	)		58.3
Fixed charges:
Interest expense		22.8			25.0			26.7			23.5			14.1
Interest portion of rent expense		14.9			16.0			16.6			15.8			14.7
Total fixed charges		37.7			41.0			43.3			39.3			28.8
Adjusted earnings from continuing operations before income taxes available to cover fixed charges	$	33.1		$	(28.1	)	$	21.9		$	31.2		$	87.1
Ratio of earnings to fixed charges		0.88			(0.69	)		0.51			0.79			3.03
Amount by which earnings were insufficient to cover fixed charges	$	(4.6	)	$	(69.1	)	$	(21.4	)	$	(8.1	)	$	N/A
* We are presenting the ratio above solely pursuant to the requirement set forth in Item 503 of Regulation S-K.  The earnings and fixed charges in the above ratio are calculated using the definitions as set for by Regulation S-K.

EX-21.1

Ex. 21-1

Ruby Tuesday, Inc. & Subsidiaries
SUBSIDIARIES/AFFILIATES
Quality Outdoor Services, Inc.	RT Distributing, LLC
RT Airport, Inc.	RT South Florida Franchise, LP
RT Franchise Acquisition, LLC	Ruby Tuesday GC Cards, Inc.
RT Louisville Franchise, LLC	RT West Palm Beach Franchise, LP
RT McGhee Tyson, LLC	RT Detroit Franchise, LLC
RT One Percent Holdings, Inc.	RT Michigan Franchise, LLC
Ruby Tuesday, LLC	RT O'Toole, LLC
RT One Percent Holdings, LLC	RT Smith, LLC
RT Minneapolis Holdings, LLC	RT Millington, LLC
RT Omaha Holdings, LLC	4721 RT of Pennsylvania, Inc.
RT Denver, Inc.	RT of Annapolis, Inc.
RT Louisville, Inc.	Ruby Tuesday of Marley Station, Inc.
RT Orlando, Inc.	Orpah,Inc.
RT South Florida, Inc.	RT Hospitality - York, JV
RT Tampa, Inc	Ruby Tuesday of St. Mary's, Inc.
RT West Palm Beach, Inc.	Ruby Tuesday of Allegany County, Inc.
RTBD, Inc.	Ruby Tuesday of Columbia, Inc.
RT Kentucky Restaurant Holdings, LLC	RT KCMO Kansas, Inc.
RT New Hampshire Restaurant Holdings, LLC	Ruby Tuesday Sunday Club, Inc.
RTGC, LLC	Ruby Tuesday of Linthicum, Inc.
RT Restaurant Services, LLC	Ruby Tuesday of Frederick, Inc.
RT Finance, Inc.	RT of Cecil County, Inc.
RT Florida Equity, LLC	RT of Clarksville, Inc.
RT Southwest Franchise, LLC	RT of Riverside, Inc.
RT Tampa Franchise, LP	Ruby Tuesday of Pocomoke City, Inc.
RT New York Franchise, LLC	RT of Fruitland, Inc.
RT New England Franchise, LLC	RTMB Lodging Joint Venture
RTTA, LP	RT Stonebridge Joint Venture
RT Michiana Franchise, LLC	RTT Texas, Inc.
RT Orlando Franchise, LP	RTTT, LLC
RT Indianapolis Franchise, LLC	RT/Sayosha Chambersburg Joint Venture
RT Jonesboro Club	RT Portland Franchise, LLC
RT Long Island Franchise, LLC	RT St. Louis Franchise, LLC
RT Western Missouri Franchise, LLC	RT Denver Franchise, L.P.
RT Omaha Franchise, LLC	Ruby Tuesday of Salisbury, Inc.
RT Las Vegas Franchise, LLC	Ruby Tuesday of Conway, Inc.
RT Minneapolis Franchise, LLC	Ruby Tuesday of Russellville, Inc.
RT KCMO Franchise, LLC	Ruby Tuesday of Bryant, Inc.

EX-23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Ruby Tuesday, Inc.:

We consent to the incorporation by reference in the registration statements (Nos. 333-185229, 333-162394, 002-97170, 033-32697, 333-03165, 033-20585, 333-39321, 333-03157, 002-97170, 033-13593, 033-70490, 333-03153, 033-46218, 033-46220, 033-56452, 333-03155, 333-77965, 333-88879, 333-39231, 333-100738 and 333-122124) on Form S-8, the registration statement (No. 333-186506) on Form S-4, and the registration statements (Nos. 033-57159 and 333-160216) on Form S-3 of Ruby Tuesday, Inc. of our reports dated August 17, 2015, with respect to the consolidated balance sheets of Ruby Tuesday, Inc. as of June 2, 2015 and June 3, 2014, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 2, 2015, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of June 2, 2015, which reports appear in the June 2, 2015 annual report on Form 10-K of Ruby Tuesday, Inc.

/s/ KPMG LLP

Knoxville, Tennessee

August 17, 2015

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Buettgen, certify that:

1.   I have reviewed this annual report on Form 10-K of Ruby Tuesday, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 17, 2015	/s/ James J. Buettgen
	James J. Buettgen
	Chairman of the Board, President,
	and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jill M. Golder, certify that:

1.   I have reviewed this annual report on Form 10-K of Ruby Tuesday, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 17, 2015	/s/ Jill M. Golder
	Jill M. Golder
	Executive Vice President,
	Chief Financial Officer, Treasurer, and Assistant Secretary

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ruby Tuesday, Inc. (the “Company”) on Form 10-K for the year ended June 2, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, James J. Buettgen, Chairman of the Board, President, and Chief Executive Officer of  the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 17, 2015	/s/ James J. Buettgen
	James J. Buettgen
	Chairman of the Board, President,
	and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ruby Tuesday, Inc. (the “Company”) on Form 10-K for the year ended June 2, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Jill M. Golder, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 17, 2015	/s/ Jill M. Golder
	Jill M. Golder
	Executive Vice President,
	Chief Financial Officer, Treasurer, and Assistant Secretary

XML

Note 15 - Supplemental Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Jun. 02, 2015

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

	For the Year Ended June 2, 2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter		Total
Revenues	$	281,182		$	262,659		$	285,913		$	296,812	$	1,126,566
Gross profit*	$	50,394		$	36,952		$	49,909		$	56,392	$	193,647
(Loss)/income from continuing operations before income taxes	$	(69	)	$	(9,868	)	$	(881	)	$	5,713	$	(5,105	)
(Benefit)/provision for income taxes from continuing operations		(2,634	)		(595	)		(112	)		1,430		(1,911	)
Net income/(loss)	$	2,565		$	(9,273	)	$	(769	)	$	4,283	$	(3,194	)
Basic loss per share:
Net income/(loss) per share	$	0.04		$	(0.15	)	$	(0.01	)	$	0.07	$	(0.05	)
Diluted loss per share:
Net income/(loss) per share	$	0.04		$	(0.15	)	$	(0.01	)	$	0.07	$	(0.05	)

	For the Year Ended June 3, 2014
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Revenues	$	289,674		$	276,209		$	295,552		$	307,311		$	1,168,746
Gross profit*	$	39,469		$	35,734		$	49,060		$	58,136		$	182,399
(Loss)/income from continuing operations before income taxes	$	(27,052	)	$	(36,647	)	$	(8,200	)	$	2,324		$	(69,575	)
(Benefit)/provision for income taxes from continuing operations		(5,153	)		(1,910	)		(807	)		3,205			(4,665	)
Loss from continuing operations	$	(21,899	)	$	(34,737	)	$	(7,393	)	$	(881	)	$	(64,910	)
(Loss)/income from discontinued operations, net of tax		(343	)		354			86			467			564
Net loss	$	(22,242	)	$	(34,383	)	$	(7,307	)	$	(414	)	$	(64,346	)
Basic loss per share:
Loss from continuing operations **	$	(0.36	)	$	(0.58	)	$	(0.12	)	$	(0.01	)	$	(1.08	)
(Loss)/income from discontinued operations **		(0.01	)		0.01			0.00			0.00			0.01
Net loss per share	$	(0.37	)	$	(0.57	)	$	(0.12	)	$	(0.01	)	$	(1.07	)
Diluted loss per share:
Loss from continuing operations **	$	(0.36	)	$	(0.58	)	$	(0.12	)	$	(0.01	)	$	(1.08	)
(Loss)/income from discontinued operations **		(0.01	)		0.01			0.00			0.00			0.01
Net loss per share	$	(0.37	)	$	(0.57	)	$	(0.12	)	$	(0.01	)	$	(1.07	)

XML

Note 6 - Long-term Debt and Capital Leases (Details) - Long-Term Debt and Capital Lease Obligations - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014	May. 14, 2012
Debt Instrument [Line Items]
Senior unsecured notes less unamortized discount	$ 244,828	$ 258,490
Mortgage loan obligations	31,607	45,252
Unamortized premium on mortgage loan obligations	383	741
Capital lease obligations	206	201
	245,034	258,691
Less current maturities	10,861	4,816
	234,173	253,875
Senior Notes [Member]
Debt Instrument [Line Items]
Senior unsecured notes	215,000	215,000
Unamortized discount	(2,162)	(2,503)	$ (3,700)
Senior unsecured notes less unamortized discount	$ 212,838	$ 212,497

XML

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) $ in Thousands	12 Months Ended
	Jun. 02, 2015 USD ($)	Jun. 03, 2014 USD ($)	Jun. 04, 2013 USD ($)
Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) [Line Items]
Disposal Group, Including Discontinued Operation, Assets, Current	$ 5,453	$ 4,683
Property, Plant and Equipment, Disposals	9,500	14,000	$ 6,400
Gain (Loss) on Disposition of Property Plant Equipment	1,700	1,500	600
Proceeds from Sale of Property, Plant, and Equipment, Net	$ 11,200	$ 15,400	$ 7,000
Sale Leaseback Transaction, Number of Restaurants		3	24
Sale Leaseback Transaction, Gross Proceeds, Investing Activities		$ 5,900	$ 54,400
Sale Leaseback Transaction Costs		300	2,600
Sale Leaseback Transaction, Net Book Value		4,800	41,400
Sale Leaseback Transaction Lease Terms 1	15 years
Sale Leaseback Transaction Lease Renewal Terms	20 years
Sale Leaseback Transaction, Deferred Gain, Gross		800	10,400
Sale Leaseback Transaction, Deferred Gain, Net	$ (5,148)	(5,148)
Future Minimum Sublease Rentals, Sale Leaseback Transactions	3,026
Other Restaurant Operating Costs [Member]
Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) [Line Items]
Sale Leaseback Transaction, Current Period Gain Recognized	1,100	1,100	800
Closure and Impairments [Member]
Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) [Line Items]
Accrued Interest and Penalties Increase (Decrease)	1,200
Operating Leases, Rent (Income) Expense Relating to Lease Reserves		5,700	$ 2,000
Accrued Liabilities - Rent and Other [Member]
Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) [Line Items]
Sale Leaseback Transaction, Deferred Gain, Net	1,100
Sale Leaseback Transactions Current Portion of Deferred Gain		1,100
Other Deferred Liabilities [Member]
Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) [Line Items]
Sale Leaseback Transactions Noncurrent Portion of Deferred Gain	$ 11,900	$ 13,000

XML

Note 8 - Employee Post-employment Benefits (Details) - Roll Forward of Employee Separation Obligations - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014
Note 8 - Employee Post-employment Benefits (Details) - Roll Forward of Employee Separation Obligations [Line Items]
Employee severance and unused vacation accruals	$ 1,211	$ 4,294
Cash payments	(1,953)	(3,549)
Employee Severance [Member]
Note 8 - Employee Post-employment Benefits (Details) - Roll Forward of Employee Separation Obligations [Line Items]
Employee related liabilities	1,055	310
Employee severance and unused vacation accruals	300
Employee related liabilities	$ 313	$ 1,055

XML

Note 6 - Long-term Debt and Capital Leases (Details) - Estimated Annual Maturities of Long-term Debt and Capital Lease Obligations - USD ($) $ in Thousands		Jun. 02, 2015	Jun. 03, 2014
Estimated Annual Maturities of Long-term Debt and Capital Lease Obligations [Abstract]
2016	[1]	$ 10,975
2017		11,875
2018		2,570
2019		2,617
2020		217,153
Subsequent years		1,623
		$ 245,034	$ 258,691

[1] As further discussed in Note 16 to the Consolidated Financial Statements, we prepaid and retired $8.3 million of our mortgage loan obligations subsequent to June 2, 2015.

XML

Note 10 - Share-based Employee Compensation (Details) - Summary of Stock Option Activity - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013	Jun. 05, 2012
Stock Options, Service-based [Member]
Service-based vesting:
Stock Options, Oustanding	2,441	1,953	1,911	2,716
Weighted Average Exercise Price, Oustanding	$ 7.78	$ 8.66	$ 8.27	$ 8.79
Weighted Average Remaining Contractual Term (years), Oustanding	4 years 142 days
Aggregate Intrinsic Value, Oustanding	$ 223
Stock Options, Exercisable	1,288
Weighted Average Exercise Price, Exercisable	$ 8.55
Weighted Average Remaining Contractual Term (years), Exercisable	3 years 69 days
Aggregate Intrinsic Value, Exercisable	$ 2
Market-based vesting:
Granted	875	601	503
Granted	$ 5.94	$ 9.34	$ 7.81
Exercised	(90)	(244)	(591)
Exercised	$ 6.20	$ 6.45	$ 6.93
Cancellations and forfeitures	(297)	(315)	(717)
Cancellations and forfeitures	$ 8.65	$ 9.29	$ 11.03
Stock Options, Performanced-based [Member]
Service-based vesting:
Stock Options, Oustanding	515	735	250
Weighted Average Exercise Price, Oustanding	$ 8.60	$ 8.82	$ 7.81
Weighted Average Remaining Contractual Term (years), Oustanding	4 years 306 days
Market-based vesting:
Granted		570
Granted		$ 9.34
Cancellations and forfeitures	(220)	(85)
Cancellations and forfeitures	$ 9.34	$ 9.34

XML

Note 3 - Discontinued Operations (Details) - Financial Results of Discontinued Operations - USD ($) $ in Thousands	3 Months Ended				12 Months Ended
	Jun. 03, 2014	Mar. 04, 2014	Dec. 03, 2013	Sep. 03, 2013	Jun. 03, 2014	Jun. 04, 2013
Financial Results of Discontinued Operations [Abstract]
Restaurant sales and operating revenue						$ 11,884
Income/(loss) before income taxes					$ 458	(24,498)
Benefit for income taxes					(106)	(8,519)
Income/(loss) from discontinued operations	$ 467	$ 86	$ 354	$ (343)	$ 564	$ (15,979)

XML

Note 8 - Employee Post-employment Benefits (Tables)

12 Months Ended

Jun. 02, 2015

Note 8 - Employee Post-employment Benefits (Tables) [Line Items]

Schedule of Allocation of Plan Assets [Table Text Block]

	2015						2014
	Target Allocation			Actual Allocation			Target Allocation			Actual Allocation
Equity securities		39-69	%		58	%		60-80	%		71	%
Fixed income securities		12-42	%		23	%		20-40	%		22	%
Public real estate investment trusts		0-10	%		5	%		0-10	%		4	%
Cash and cash equivalents		0-20	%		1	%		0	%		2	%
Other		0-24	%		13	%		0-10	%		1	%
Total					100	%					100	%

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	2015			2014
Level 2:
Cash and cash equivalents	$	78		$	108
Level 1:
Equity securities
U.S.-based companies		2,701			3,798
International-based companies		1,277			1,161
Fixed income securities		1,584			1,546
Public real estate investment trusts		328			303
Other		883			104
Fair value of plan assets as of measurement date	$	6,851		$	7,020
Benefit payments after measurement date		(65	)		–
Total assets reported as of fiscal year end	$	6,786		$	7,020

Schedule of Net Benefit Costs [Table Text Block]

	Pension Plans
	2015			2014			2013
Service cost	$	301		$	356		$	460
Interest cost		1,773			1,737			2,100
Expected return on plan assets		(498	)		(444	)		(409	)
Amortization of prior service cost (a)		1			1			106
Recognized actuarial loss		1,718			1,711			2,259
Curtailment expense		–			–			2,481
Net periodic benefit cost	$	3,295		$	3,361		$	6,997

	Postretirement Medical and Life Benefits
	2015		2014			2013
Service cost	$	4	$	13		$	11
Interest cost		46		67			60
Amortization of prior service cost (a)		–		(46	)		(56	)
Recognized actuarial loss		134		244			214
Net periodic benefit cost	$	184	$	278		$	229

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

	Pension Plans						Postretirement Medical and Life Benefits
	2015			2014			2015			2014
Beginning of year	$	(17,086	)	$	(16,419	)	$	(1,017	)	$	(1,729	)
Net actuarial loss/(gain)		(1,782	)		(2,379	)		(111	)		514
Amortization of prior service (cost)/credit		1			1			–			(46	)
Amortization of actuarial gain		1,718			1,711			134			244
End of year	$	(17,149	)	$	(17,086	)	$	(994	)	$	(1,017	)

Schedule of Changes in Accumulated Postemployment Benefit Obligations [Table Text Block]

	Pension Plans						Postretirement Medical and Life Benefits
	2015			2014			2015			2014
Change in benefit obligation:
Beginning projected benefit obligation	$	42,774		$	40,308		$	1,376		$	1,896
Service cost		301			356			4			13
Interest cost		1,773			1,737			46			67
Plan participant contributions		–			–			78			91
Actuarial loss/(gain)		1,620			2,736			111			(514	)
Benefits paid		(2,625	)		(2,363	)		(211	)		(177	)
Benefit obligation at end of year	$	43,843		$	42,774		$	1,404		$	1,376
Change in plan assets:
Beginning fair value of plan assets	$	7,020		$	6,506			–			–
Actual return on plan assets		336			800			–			–
Employer contributions		2,055			2,077			133			86
Plan participant contributions		–			–			78			91
Benefits paid		(2,625	)		(2,363	)		(211	)		(177	)
Fair value of plan assets at end of year	$	6,786		$	7,020			–			–
Funded status at end of year	$	(37,057	)*	$	(35,754	)*	$	(1,404	)	$	(1,376	)
Amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities – payroll and related costs	$	(3,185	)	$	(3,277	)	$	(137	)	$	(128	)
Other deferred liabilities		(33,872	)		(32,477	)		(1,267	)		(1,248	)
Net amount recognized at year-end	$	(37,057	)	$	(35,754	)	$	(1,404	)	$	(1,376	)
Amounts recognized in accumulated other comprehensive loss:
Prior service cost	$	(1	)	$	(2	)		–			–
Net actuarial loss		(17,148	)		(17,084	)		(994	)		(1,017	)
Total amount recognized	$	(17,149	)	$	(17,086	)	$	(994	)	$	(1,017	)

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

	2015		2014			2013
Recognized actuarial loss	$	1,852	$	1,955		$	2,473
Amortization of prior service cost/(credit)		1		(46	)		50
Curtailment expense		–		–			2,481
		1,853		1,909			5,004
Income taxes		–		–			(1,986	)
Pension reclassification, net of tax	$	1,853	$	1,909		$	3,018

Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block]

	Pension Plans						Postretirement Medical and Life Benefits
	June 2, 2015		June 3, 2014		June 2, 2015		June 3, 2014
Projected benefit obligation	$	43,843	$	42,774	$	1,404	$	1,376
Accumulated benefit obligation		43,518		42,002		1,404		1,376
Fair value of plan assets		6,786		7,020		–		–

Schedule of Expected Benefit Payments [Table Text Block]

	Pension Plans		Postretirement Medical and Life Benefits
2016	$	3,911	$	137
2017		2,425		132
2018		2,368		147
2019		2,318		129
2020		2,276		122
2021-2025		20,126		568

Schedule of Unpaid Employee Separation Obligations Included in Accrued Payroll and Related Costs [Table Text Block]

Balance at June 4, 2013	$	310
Employee severance and unused vacation accruals		4,294
Cash payments		(3,549	)
Balance at June 3, 2014	$	1,055
Employee severance and unused vacation accruals		1,211
Cash payments		(1,953	)
Balance at June 2, 2015	$	313

Net Periodic Benefit Cost [Member]

Note 8 - Employee Post-employment Benefits (Tables) [Line Items]

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	Pension Plans
	2015			2014			2013
Discount rate		4.4	%		4.5	%		4.5	%
Expected return on plan assets		7.0	%		7.0	%		7.3	%
Rate of compensation increase		2.0	%		2.0	%		2.0	%

	Postretirement Medical and Life Benefits
	2015			2014			2013
Discount rate		3.5	%		3.7	%		3.9	%
Rate of compensation increase		2.0	%		2.0	%		2.0	%

Benefit Obligation [Member]

Note 8 - Employee Post-employment Benefits (Tables) [Line Items]

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	Pension Plans
	2015			2014
Discount rate		4.2	%		4.4	%
Rate of compensation increase		2.0	%		2.0	%

	Postretirement Medical and Life Benefits
	2015			2014
Discount rate		3.6	%		3.5	%
Rate of compensation increase		2.0	%		2.0	%

XML

Note 10 - Share-based Employee Compensation (Details) - Weighted Average Assumptions Used in Estimating Fair Value of Option Grant	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Black-Scholes Option Pricing Model [Member]
Note 10 - Share-based Employee Compensation (Details) - Weighted Average Assumptions Used in Estimating Fair Value of Option Grant [Line Items]
Risk-free interest rate	1.48%	1.17%	0.62%
Expected dividend yield	0.00%	0.00%	0.00%
Expected stock price volatility	44.27%	58.03%	71.84%
Expected life (in years)	4 years 6 months	4 years 6 months	4 years 6 months
Chief Executive Officer [Member] | Monte-Carlo Simulation Model [Member]
Note 10 - Share-based Employee Compensation (Details) - Weighted Average Assumptions Used in Estimating Fair Value of Option Grant [Line Items]
Risk-free interest rate		0.45%	0.34%
Expected dividend yield		0.00%	0.00%
Expected stock price volatility		42.86%	46.71%
Expected life (in years)		2 years 146 days	1 year 189 days

XML

Note 9 - Income Taxes (Details) - Deferred Tax Assets and Liabilities - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013	Jun. 05, 2012
Deferred tax assets:
General business credits carryforward	$ 53,955	$ 48,007
Employee benefits	25,343	22,748
Deferred escalating minimum rents	20,536	19,832
Goodwill	10,813	11,691
State net operating losses	7,821	10,260
Insurance reserves	6,062	6,267
Deferred gain on sale-leaseback transactions	5,148	5,148
Closed restaurant lease reserves	2,798	4,316
Other	7,656	13,202
Gross deferred tax assets	140,132	141,471
Deferred tax asset valuation allowances	(62,799)	(54,582)	$ (24,566)	$ (2,392)
Net deferred tax assets	77,333	86,889
Deferred tax liabilities:
Depreciable property and equipment	(64,204)	(73,954)
Other	(14,578)	(13,038)
Total deferred tax liabilities	(78,782)	(86,992)
Net deferred tax liability	(1,449)	(103)
Deferred income taxes – current (liability)/asset	(7)	3,397
Deferred income taxes – noncurrent liability	(1,442)	(3,500)
	$ (1,449)	$ (103)

XML

Note 14 – Supplemental Condensed Consolidating Financial Statements (Details) - Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 02, 2015	Mar. 03, 2015	Dec. 02, 2014	Sep. 02, 2014	Jun. 03, 2014	Mar. 04, 2014	Dec. 03, 2013	Sep. 03, 2013	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Revenue:
Restaurant sales and operating revenue									$ 1,120,142	$ 1,162,423	$ 1,245,226
Franchise revenue									6,424	6,323	6,261
Total revenue	$ 296,812	$ 285,913	$ 262,659	$ 281,182	$ 307,311	$ 295,552	$ 276,209	$ 289,674	1,126,566	1,168,746	1,251,487
Operating costs and expenses:
Cost of goods sold									305,306	321,521	341,512
Payroll and related costs									383,261	404,379	419,679
Other restaurant operating costs									244,352	260,447	259,014
Depreciation									50,148	54,828	59,122
Selling, general, and administrative									115,327	137,151	138,782
Closures and impairments, net									10,542	32,831	14,656
Trademark impairment										855	14,058
Interest expense, net									22,735	24,945	26,576
Loss on extinguishment of debt										1,364	22
Total costs and expenses									1,131,671	1,238,321	1,273,421
(Loss)/income	5,713	(881)	(9,868)	(69)	2,324	(8,200)	(36,647)	(27,052)	(5,105)	(69,575)	(21,934)
(Benefit)/provision for income taxes from continuing operations	1,430	(112)	(595)	(2,634)	3,205	(807)	(1,910)	(5,153)	(1,911)	(4,665)	1,500
(Loss)/income from continuing operations					(881)	(7,393)	(34,737)	(21,899)	(3,194)	(64,910)	(23,434)
Income (loss) from discontinued operations, net of tax					467	86	354	(343)		564	(15,979)
Net (loss)/income	$ 4,283	$ (769)	$ (9,273)	$ 2,565	$ (414)	$ (7,307)	$ (34,383)	$ (22,242)	(3,194)	(64,346)	(39,413)
Other comprehensive loss:
Pension liability reclassification, net of tax									(40)	45	3,312
Total comprehensive (loss)/income									(3,234)	(64,301)	(36,101)
Parent Company [Member]
Revenue:
Restaurant sales and operating revenue									809,171	842,842	904,761
Franchise revenue									238	223	188
Total revenue									809,409	843,065	904,949
Operating costs and expenses:
Cost of goods sold									220,537	233,562	248,378
Payroll and related costs									270,535	287,358	298,194
Other restaurant operating costs									176,130	187,055	185,224
Depreciation									37,155	40,188	43,541
Selling, general, and administrative									75,418	87,248	91,587
Intercompany selling, general, and administrative allocations									44,768	59,257	68,466
Closures and impairments, net									7,914	18,904	13,181
Trademark impairment											9,023
Equity in earnings of subsidiaries									(28,148)	(21,005)	(38,485)
Interest expense, net									18,489	19,978	20,920
Intercompany interest expense/(income)									12,009	13,081	13,826
Loss on extinguishment of debt										1,364	22
Total costs and expenses									834,807	926,990	953,877
(Loss)/income									(25,398)	(83,925)	(48,928)
(Benefit)/provision for income taxes from continuing operations									(22,204)	(19,015)	(25,494)
(Loss)/income from continuing operations										(64,910)	(23,434)
Income (loss) from discontinued operations, net of tax										564	(15,979)
Net (loss)/income									(3,194)	(64,346)	(39,413)
Other comprehensive loss:
Pension liability reclassification, net of tax									(40)	45	3,312
Total comprehensive (loss)/income									(3,234)	(64,301)	(36,101)
Guarantor Subsidiaries [Member]
Revenue:
Restaurant sales and operating revenue									310,971	319,581	340,465
Franchise revenue									6,186	6,100	6,073
Total revenue									317,157	325,681	346,538
Operating costs and expenses:
Cost of goods sold									84,769	87,959	93,134
Payroll and related costs									112,726	117,021	121,485
Other restaurant operating costs									68,222	73,392	73,790
Depreciation									12,993	14,640	15,581
Selling, general, and administrative									39,909	49,903	47,195
Intercompany selling, general, and administrative allocations									(44,768)	(59,257)	(68,466)
Closures and impairments, net									2,628	13,927	1,475
Trademark impairment										855	5,035
Interest expense, net									4,246	4,967	5,656
Intercompany interest expense/(income)									(12,009)	(13,081)	(13,826)
Total costs and expenses									268,716	290,326	281,059
(Loss)/income									48,441	35,355	65,479
(Benefit)/provision for income taxes from continuing operations									20,293	14,350	26,994
(Loss)/income from continuing operations										21,005	38,485
Income (loss) from discontinued operations, net of tax											(810)
Net (loss)/income									28,148	21,005	37,675
Other comprehensive loss:
Total comprehensive (loss)/income									28,148	21,005	37,675
Consolidation, Eliminations [Member]
Operating costs and expenses:
Equity in earnings of subsidiaries									28,148	21,005	38,485
Total costs and expenses									28,148	21,005	38,485
(Loss)/income									(28,148)	(21,005)	(38,485)
(Loss)/income from continuing operations										(21,005)	(38,485)
Income (loss) from discontinued operations, net of tax											810
Net (loss)/income									(28,148)	(21,005)	(37,675)
Other comprehensive loss:
Total comprehensive (loss)/income									$ (28,148)	$ (21,005)	$ (37,675)

XML

Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) - Closures and Impairments Expense - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Closures and impairments from continuing operations:
Closure and Impairment	$ 10,542	$ 32,831	$ 14,656
Closed restaurant lease reserves	1,461	6,815
Continuing Operations [Member]
Closures and impairments from continuing operations:
Closure and Impairment	10,542	32,831	14,656
Gain on sale of surplus properties	(1,707)	(987)	(665)
Closed restaurant lease reserves	1,461	7,302	2,844
Discontinued Operations [Member]
Closures and impairments from continuing operations:
Closure and Impairment		(468)	21,674
Property [Member] | Continuing Operations [Member]
Closures and impairments from continuing operations:
Closure and Impairment	9,822	24,335	11,325
Other Closing Expense [Member] | Continuing Operations [Member]
Closures and impairments from continuing operations:
Closure and Impairment	$ 966	$ 2,181	$ 1,152

XML

Note 9 - Income Taxes (Details) - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits [Abstract]
Beginning of year	$ 6,965	$ 13,016
Additions for tax positions related to the current year	428	532
Additions for tax positions of prior years	114	321
Reductions for tax positions of prior years	(2,690)	(5,186)
Reductions for settlements with taxing authorities	(295)	(619)
Reductions due to statute settlements	(652)	(1,099)
	$ 3,870	$ 6,965

XML

Note 13 – Fair Value Measurements (Details) - Losses Recognized from Fair Value Measurements on Non-recurring Basis - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Included within continuing operations
Asset impairment charges	$ 10,896	$ 24,132	$ 30,369
Continuing Operations [Member]
Included within continuing operations
Long-lived assets held for sale	1,830	872	3,556
Long-lived assets held for use	7,992	24,319	12,804
Asset impairment charges	$ 9,822	25,191	16,360
Discontinued Operations [Member]
Included within continuing operations
Asset impairment charges		$ 177	$ 18,842

XML

Note 11 - Segment Reporting (Details) - Financial Results by Reportable Segment - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 02, 2015	Mar. 03, 2015	Dec. 02, 2014	Sep. 02, 2014	Jun. 03, 2014	Mar. 04, 2014	Dec. 03, 2013	Sep. 03, 2013	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Revenues:
Revenues	$ 296,812	$ 285,913	$ 262,659	$ 281,182	$ 307,311	$ 295,552	$ 276,209	$ 289,674	$ 1,126,566	$ 1,168,746	$ 1,251,487
Segment profit/(loss):
Segment profit/(loss)									113,778	63,473	101,163
Depreciation and amortization:
Depreciation and amortization									52,391	57,347	62,398
Closures and impairments, net:
Closures and impairments, net									10,542	32,831	14,656
Capital expenditures:
Capital expenditures									31,010	28,339	37,117
Total assets:
Total assets	929,391				956,427				929,391	956,427	1,043,183
Ruby Tuesday [Member]
Revenues:
Revenues									1,106,304	1,147,348	1,234,730
Segment profit/(loss):
Segment profit/(loss)									116,408	69,543	111,367
Depreciation and amortization:
Depreciation and amortization									48,552	52,990	57,900
Closures and impairments, net:
Closures and impairments, net									6,940	27,617	6,421
Capital expenditures:
Capital expenditures									29,509	24,553	22,609
Total assets:
Total assets	787,214				824,293				787,214	824,293	893,750
Lime Fresh [Member]
Revenues:
Revenues									20,262	21,398	16,757
Segment profit/(loss):
Segment profit/(loss)									(2,630)	(6,070)	(10,204)
Depreciation and amortization:
Depreciation and amortization									1,687	2,007	2,196
Closures and impairments, net:
Closures and impairments, net									3,078	5,214	8,144
Capital expenditures:
Capital expenditures									1,293	2,742	10,036
Total assets:
Total assets	10,839				15,203				10,839	15,203	18,943
Support Center and Other [Member]
Depreciation and amortization:
Depreciation and amortization									2,152	2,350	2,302
Closures and impairments, net:
Closures and impairments, net									524		91
Capital expenditures:
Capital expenditures									208	1,044	4,472
Total assets:
Total assets	$ 131,338				$ 116,931				$ 131,338	$ 116,931	$ 130,490

XML

Note 13 – Fair Value Measurements (Details) - Carrying Amounts and Fair Values of Other Financial Instruments Not Measured on a Recurring Basis - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014
Carrying Amounts and Fair Values of Other Financial Instruments Not Measured on a Recurring Basis [Abstract]
Long-term debt (Level 2)	$ 244,828	$ 258,490
Long-term debt (Level 2)	$ 255,194	$ 262,985

XML

Note 10 - Share-based Employee Compensation (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 03, 2012 $ / shares shares	Jun. 02, 2015 USD ($) $ / shares shares	Jun. 03, 2014 USD ($) $ / shares shares	Jun. 04, 2013 USD ($) $ / shares shares
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Preferred Stock, Shares Authorized		250,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares		$ 0.01
Preferred Stock, Shares Issued		0	0
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
Share-based Compensation Arrangement by Share Based Payment Award, Benchmark Price Per Share (in Dollars per share) | $ / shares		$ 14
Consecutive Days to Vest		20 days
Employment Period	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value (in Dollars) | $		$ 100	$ 700	$ 1,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | $		$ 1,900	$ 1,000	$ 2,200
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares		$ 2.27	$ 4.43	$ 4.37
Share-based Compensation (in Dollars) | $		$ 7,112	$ 7,579	$ 4,481
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost (in Dollars) | $		$ 200	$ 300
SIP and 1996 SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		7 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		4,327,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		2,203,000
Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share Based Payment Award, Benchmark Price Per Share (in Dollars per share) | $ / shares	$ 14
Consecutive Days to Vest	20 days
Certain Employees [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share Based Payment Award, Benchmark Price Per Share (in Dollars per share) | $ / shares			$ 14
Consecutive Days to Vest			20 days
Certain Employees [Member] | SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			570,000
Certain Employees [Member] | Maximum [Member] | SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term			7 years
Employee Stock Option [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $		$ 1,400
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		1 year 109 days
Employee Stock Option [Member] | SIP and 1996 SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		2,124,000
Restricted Stock, Service-based [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period		54,000	140,000	116,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		629,000	423,000	795,000
Restricted Stock, Service-based [Member] | SIP and 1996 SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Number of Annual Installments		3
Restricted Stock, Service-based [Member] | Cliff Vest [Member] | SIP and 1996 SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		402,000	189,000	235,000
Restricted Stock, Service-based [Member] | Awarded in Annual Installments [Member] | SIP and 1996 SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		118,000	174,000	0
Restricted Stock, Service-based [Member] | Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	68,000
Restricted Stock, Performance-based [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period			270,000	322,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period				344,000
Restricted Stock, Performance-based [Member] | SIP and 1996 SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period			242,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period				242,000
Restricted Stock, Performance-based [Member] | Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	102,000
Restricted Stock [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $		$ 2,500
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		1 year 146 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested (in Dollars) | $		$ 5,400	$ 3,400	$ 2,900
Restricted Stock [Member] | SIP and 1996 SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation (in Dollars) | $		$ 7,100	$ 7,600
Restricted Stock [Member] | Cliff Vest [Member] | SIP and 1996 SIP [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period				4,500,000
Restricted Stock [Member] | Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	34,000
Restricted Stock [Member] | Non-employee Directors [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		1 year
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		109,000	60,000	63,000
Make-whole Equity Award, Restricted Stock [Member] | Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	179,000
Make-whole Equity Awards, Stock Options [Member] | Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	253,000
High-performance and Inducement Award, Restricted Stock [Member] | Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	250,000
High-performance and Inducement Award,Service-based Stock Options [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Number of Annual Installments	3
High-performance and Inducement Award,Service-based Stock Options [Member] | Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	250,000
High-performance and Inducement Award, Performance-based Stock Options [Member] | Chief Executive Officer [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares			$ 2.14
High-performance and Inducement Award, Performance-based Stock Options [Member] | Certain Employees [Member]
Note 10 - Share-based Employee Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares			$ 2.42

XML

Note 9 - Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 02, 2014	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Note 9 - Income Taxes (Details) [Line Items]
Reclassification Of Unrecognized Tax Benefit Amount	$ 5,000	$ 3,300
Unrecognized Tax Benefits		3,870	$ 6,965	$ 13,016
Unrecognized Tax Benefits that Would Impact Effective Tax Rate		2,400
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued		400
Unrecognized Tax Benefits Including Income Tax Penalties and Interest Accrued		1,000
State and Local Jurisdiction [Member]
Note 9 - Income Taxes (Details) [Line Items]
Operating Loss Carryforwards		$ (208,000)

XML

Accounting Policies, by Policy (Policies)

12 Months Ended

Jun. 02, 2015

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Description of Business and Principles of Consolidation
Ruby Tuesday, Inc. including its wholly-owned subsidiaries (“RTI,” the “Company,” “we” and/or “our”) develops, operates and franchises casual dining restaurants in the United States, Guam, and 13 foreign countries under the Ruby Tuesday® brand. We also own and operate 19 Lime Fresh Mexican Grill® (“Lime Fresh”) fast casual restaurants. At June 2, 2015, we owned and operated 658 Ruby Tuesday restaurants concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest of the United States, which we consider to be our core markets. As of our fiscal year end, there were 78 domestic and international franchise Ruby Tuesday restaurants located in 13 states primarily outside of our existing core markets (primarily the Western United States and portions of the Midwest) and in the Asia Pacific Region, Middle East, Canada, Iceland, Eastern Europe, the United Kingdom, and Central and South America. Also at fiscal year end, there were seven domestic franchise Lime Fresh restaurants located in Florida and Texas.

RTI consolidates its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Fiscal Period, Policy [Policy Text Block]

Fiscal Year
Our fiscal year ends on the first Tuesday following May 30 and, as a result, a 53^rd week is added every five or six years. The fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013 each contained 52 weeks.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents
Our cash management program provides for the investment of excess cash balances in short-term money market instruments. These money market instruments are stated at cost, which approximates market value. We consider amounts receivable from credit card companies and marketable securities with a maturity of three months or less when purchased to be cash equivalents. Book overdrafts are recorded in accounts payable and are included within operating cash flows.

Inventory, Policy [Policy Text Block]

Inventories
Inventories consist of food, supplies, china and silver and are stated at the lower of cost (first-in, first-out) or market.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment and Depreciation
Property and equipment, net, is reported at cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized while expenditures for repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of depreciable assets generally range from three to 35 years for buildings and improvements and from three to 15 years for restaurant and other equipment. See Note 5 to the Consolidated Financial Statements for further discussion regarding our property and equipment.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment or Disposal of Long-Lived Assets
We review our long-lived assets related to each restaurant to be held and used in the business, including any allocated intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable. We evaluate restaurants based upon cash flows as our primary indicator of impairment. Assets are reviewed at the lowest level for which cash flows can be identified, which, for property and equipment, net, is the individual restaurant level. If the carrying amount of the restaurant is not recoverable, we record an impairment loss for the excess of the carrying amount over the fair value.

When we decide to close a restaurant it is reviewed for impairment and depreciable lives are considered for adjustment. The impairment evaluation is based on the estimated cash flows from continuing use through the expected disposal date and the expected terminal value. Any gain or loss recognized upon disposal of the assets associated with a closed restaurant is recorded as a component of Closures and impairments, net in our Consolidated Statements of Operations and Comprehensive Loss.

See Note 7 to the Consolidated Financial Statements for a further discussion regarding our closures and impairments, including the impairments of goodwill and other long-lived assets.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Other Intangible Assets

Other intangible assets which are included in Other assets, net in the Consolidated Balance Sheets consist of the following (in thousands):

	2015				2014
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Reacquired franchise rights	$	14,417	$	9,871	$	14,460	$	8,371
Trademarks		4,208		862		4,194		390
Favorable leases *		2,059		403		2,059		322
Acquired franchise agreements		1,500		677		1,500		463
Other		–		–		100		41
	$	22,184	$	11,813	$	22,313	$	9,587

* As of June 2, 2015 and June 3, 2014, we also had $0.8 million and $0.9 million, respectively, of unfavorable lease liabilities which resulted from the terms of acquired franchise operating lease contracts being unfavorable relative to market terms of comparable leases on the acquisition date. The majority of these liabilities are included within Other deferred liabilities in our Consolidated Balance Sheets.

The reacquired franchise rights reflected in the table above were acquired as part of certain franchise acquisitions. Trademarks consist primarily of the Lime Fresh trademark that was acquired as part of the Lime Fresh acquisition in fiscal 2012. The favorable leases resulted from the terms of acquired franchise operating lease contracts being favorable relative to market terms of comparable leases on the acquisition date.

Amortization expense of other intangible assets for fiscal years 2015, 2014, and 2013 totaled $2.2 million, $2.5 million, and $3.3 million, respectively. We amortize acquired and reacquired franchise rights on a straight-line basis over the remaining term of the franchise operating agreements. The weighted average amortization period of acquired and reacquired franchise rights is 7.3 years and 8.4 years, respectively. We amortize favorable leases as a component of rent expense on a straight-line basis over the remaining lives of the leases. The weighted average amortization period of the favorable leases is 25.6 years. We amortize trademarks on a straight-line basis over the life of the trademarks, typically 10 years. Amortization expense for intangible assets for each of the next five years is expected to be $1.9 million in fiscal year 2016, $1.6 million in fiscal year 2017, $1.3 million in fiscal year 2018, $1.3 million in fiscal year 2019, and $1.1 million in fiscal year 2020. Rent expense resulting from amortization of favorable leases, net of the amortization of unfavorable leases, is expected to be insignificant for each of the next five years.

We evaluate reacquired franchise rights and favorable leases for impairment as part of our evaluation of restaurant-level impairments.

Deferred Charges, Policy [Policy Text Block]

Debt Acquisition Costs

We defer debt acquisition costs and amortize them over the terms of the related agreements using a method that approximates the effective interest method. Unamortized debt acquisition costs of $1.5 million and $1.3 million were included within Prepaid rent and other expenses and $4.3 million and $5.7 million were included within Other assets in our Consolidated Balance Sheets as of June 2, 2015 and June 3, 2014, respectively.

Lease, Policy [Policy Text Block]

Lease Obligations

Approximately 55% of our 677 Company-owned restaurants are located on leased properties. Of these, approximately 69% are land leases only; the other 31% are for both land and building. The initial terms of these leases expire at various dates over the next 21 years. At the inception of the lease, each property is evaluated to determine whether the lease will be accounted for as an operating or capital lease. The term used for this evaluation includes renewal option periods only in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty. The primary penalty to which we are subject is the economic detriment associated with our investment into leasehold improvements which might become impaired should we choose not to continue the use of the leased property.

These leases may also contain required increases in minimum rent at varying times during the lease term and have options to extend the terms of the leases at a rate that is included in the original lease agreement. Most of our leases require the payment of additional (contingent) rent that is based upon a percentage of restaurant sales above agreed upon sales levels for the year. These sales levels vary for each restaurant and are established in the lease agreements. We recognize contingent rental expense (in annual as well as interim periods) prior to the achievement of the specified target that triggers the contingent rental expense, provided that achievement of that target is considered probable.

Certain of our operating leases contain predetermined fixed escalations of the minimum rentals during the term of the lease, which includes option periods where failure to exercise such options would result in an economic penalty. For these leases, we recognize the related rental expense on a straight-line basis over the term of the lease, beginning with the point at which we obtain control and possession of the leased properties, and record the difference between the amounts charged to operations and amounts paid as deferred escalating minimum rent. Any lease incentives received are deferred and subsequently amortized on a straight-line basis over the term of the lease as a reduction to rent expense.

Self Insurance Reserve [Policy Text Block]

Estimated Liability for Self-Insurance

We self-insure a portion of our expected losses under our workers’ compensation, general liability, and property insurance programs. Specifically with our workers’ compensation and general liability coverages, we have stop loss insurance for individual claims in excess of stated loss amounts. Insurance liabilities are recorded based on third-party actuarial estimates of the ultimate incurred losses, net of payments made. The estimates themselves are based on standard actuarial techniques that incorporate both the historical loss experience of the Company and supplemental information as appropriate.

Pension and Other Postretirement Plans, Policy [Policy Text Block]

Pensions and Post-Retirement Medical Benefits

As discussed further in Note 8 to the Consolidated Financial Statements, during the fourth quarter of fiscal year 2015 we adopted Accounting Standards Update (“ASU”) 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets. As a result, beginning with fiscal year 2015, we measure and recognize the funded status of our defined benefit and postretirement plans in our Consolidated Balance Sheets as of May 31. The funded status represents the difference between the projected benefit obligation and the fair value of plan assets.  The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of future salary increases and years of service, as applicable.  The difference between the projected benefit obligation and the fair value of assets that has not previously been recognized as expense is recorded as a component of other comprehensive loss. We record a curtailment when an event occurs that significantly reduces the accrual of defined benefits.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition
Revenue from restaurant sales is recognized when food and beverage products are sold. We present sales net of coupons, discounts, sales tax, and other sales-related taxes. Deferred revenue-gift cards primarily represents our liability for gift cards that have been sold, but not yet redeemed, and is recorded at the expected redemption value. When the gift cards are redeemed, we recognize restaurant sales and reduce the deferred revenue. Gift cards sold at a discount are recorded as revenue upon redemption of the associated gift cards at an amount net of the related discount.

Breakage income represents the value associated with the portion of gift cards sold that will most likely never be redeemed. Using gift card redemption history, we have determined that substantially all of our customers utilize their gift cards within two years from the date of purchase. Accordingly, we recognize gift card breakage income for non-escheatable amounts beginning 24 months after the date of activation.

We recognized gift card breakage income of $2.0 million, $0.6 million, and $1.9 million during fiscal years 2015, 2014, and 2013, respectively. This income is included as an offset to Other Restaurant Operating Costs in the Consolidated Statements of Operations and Comprehensive Loss.

Franchise development and license fees received are recognized when substantially all of our material obligations under the franchise agreements have been performed and the restaurant has opened for business. Franchise royalties are recognized as franchise revenue on the accrual basis. Advertising amounts received from domestic franchisees are considered by us to be reimbursements, recorded on an accrual basis when earned, and have been netted against selling, general, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

We charge our franchisees various monthly fees that are calculated as a percentage of the respective franchise’s monthly sales. Our Ruby Tuesday concept franchise agreements allow us to charge up to a 4.0% royalty fee, a 1.5% support service fee, a 1.5% marketing and purchasing fee, and an advertising fee of up to 3.0%. Our Lime Fresh concept franchise agreements allow us to charge up to a 5.25% royalty fee and an advertising fee of up to 3.0%. We defer recognition of franchise fee revenue for any amounts greater than 60 days past due.

A further description of our franchise programs is provided in Note 2 to the Consolidated Financial Statements.

Preopening Expenses [Policy Text Block]

Pre-Opening Expenses
Salaries, personnel training costs, pre-opening rent, and other expenses of opening new facilities are charged to expense as incurred.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Share-Based Employee Compensation Plans
We measure and recognize share-based payment transactions, including grants of employee stock options and restricted stock, as compensation expense based on the fair value of the equity award on the grant date. We estimate the fair value of service-based stock option awards using the Black-Scholes option pricing model. The fair values of restricted stock awards are based on the closing prices of our common stock on the dates prior to the grant date. We estimate the grant date fair value of market-based awards using the Monte-Carlo simulation model. This compensation expense is recognized over the service period on a straight-line basis for all awards except those awarded to retirement-eligible individuals, which are recognized on the grant date at estimated fair value. We classify share-based compensation expense consistent with all other compensation expenses in Selling, general, and administrative, net in our Consolidated Statements of Operations and Comprehensive Loss. See Note 10 to the Consolidated Financial Statements for further discussion regarding our share-based employee compensation plans.

Advertising Costs, Policy [Policy Text Block]

Marketing Costs
Except for television and radio advertising production costs which we expense when the advertisement is first shown, we expense marketing costs as incurred. Marketing expenses, net of franchise reimbursements, which are included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss, totaled $49.4 million, $67.2 million, and $71.4 million for fiscal years 2015, 2014, and 2013, respectively.

Income Tax, Policy [Policy Text Block]

Income Taxes
Our deferred income taxes are determined utilizing the asset and liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities and operating loss and tax credit carry forwards. Temporary differences represent the cumulative taxable or deductible amounts recorded in the consolidated financial statements in different years than recognized in the tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If, after consideration of all available positive and negative evidence, current available information raises doubt as to the realization of the deferred tax assets, the need for a valuation allowance is addressed. A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carry-back declines, if we project lower levels of future taxable income, or if we have recently experienced pretax losses. Such a valuation allowance is established through a charge to income tax expense which adversely affects our reported operating results. The judgments and estimates utilized when establishing, and subsequently adjusting, a deferred tax asset valuation allowance are reviewed on a periodic basis as regulatory and business factors change.

The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize interest and penalties accrued related to unrecognized tax benefits as components of our income tax expense in the Consolidated Statements of Operations and Comprehensive Loss.

We recognize in our consolidated financial statements the benefit of a position taken or expected to be taken in a tax return when it is more likely than not (i.e. a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Changes in judgment that result in subsequent recognition, derecognition or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) are recognized as a discrete item in the interim period in which the change occurs.

See Note 9 to the Consolidated Financial Statements for a further discussion of our income taxes.

Earnings Per Share, Policy [Policy Text Block]

Loss Per Share
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during each period presented. Diluted earnings per share gives effect to stock options and restricted stock outstanding during the applicable periods, except during loss periods as the effect would be anti-dilutive. The following table reflects the calculation of weighted average common and dilutive potential common shares outstanding as presented in the accompanying Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per-share data):

	2015			2014			2013
Loss from continuing operations	$	(3,194	)	$	(64,910	)	$	(23,434	)
Income/(loss) from discontinued operations		–			564			(15,979	)
Net loss	$	(3,194	)	$	(64,346	)	$	(39,413	)
Weighted average common shares outstanding		60,580			60,231			61,040
Dilutive effect of stock options and restricted stock		–			–			–
Weighted average common and dilutive potential common shares outstanding		60,580			60,231			61,040
Loss per share – Basic
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)
Loss per share – Diluted
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)

Stock options with an exercise price greater than the average market price of our common stock and certain options and restricted stock with unrecognized compensation expense do not impact the computation of diluted loss per share because the effect would be anti-dilutive. The following table summarizes stock options and restricted shares that were excluded from the computation of diluted loss per share because their inclusion would have had an anti-dilutive effect (in thousands):

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Loss
Comprehensive loss includes net loss adjusted for certain revenue, expenses, gains and losses that are excluded from net loss in accordance with U.S. GAAP, such as pension and other postretirement medical plan adjustments. Comprehensive loss is shown as a separate component in the Consolidated Statements of Operations and Comprehensive Loss.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value of Financial Instruments

Fair value is the price that we would receive to sell an asset or pay to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. For assets and liabilities we record or disclose at fair value, we determine the fair value based upon the quoted market price, if available. If a quoted market price is not available, we determine the fair value based upon the quoted market price of similar assets or the present value of expected future cash flows using discount rates appropriate for the duration.

The fair values are assigned a level within the following fair value hierarchy to prioritize the inputs used to measure the fair value of assets or liabilities:

● Level 1 – Observable inputs based on quoted prices in active markets for identical assets or liabilities;

● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

● Level 3 – Unobservable inputs in which little or no market data exists which require the reporting entity to develop its own assumptions.

See Notes 8 and 13 to the Consolidated Financial Statements for a further discussion of our fair value measurements.

Segment Reporting, Policy [Policy Text Block]

Segment Reporting
Operating segments are components of an entity that engage in business activities with discrete financial information available that is regularly reviewed by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources. Our CODM is the Company’s President and Chief Executive Officer. We consider our Ruby Tuesday and Lime Fresh concepts to be our reportable operating segments.

New Accounting Pronouncements, Policy [Policy Text Block]

Accounting Pronouncements Adopted During Fiscal 2015

As discussed further in Note 9 to the Consolidated Financial Statements, we adopted ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists during the first quarter of fiscal year 2015.

As discussed further in Note 8 to the Consolidated Financial Statements, we adopted ASU 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”) during the fourth quarter of fiscal year 2015.

Accounting Pronouncements Not Yet Adopted

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter (our fiscal year 2017). Early application is permitted. We do not believe the adoption of this guidance will have an impact on our Consolidated Financial Statements.

In May 2014, the FASB and International Accounting Standards Board (“IASB”) jointly issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 will replace almost all existing revenue recognition guidance, including industry specific guidance, upon its effective date. The standard’s core principle is for a company to recognize revenue when it transfers goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled. A company may also need to use more judgment and make more estimates when recognizing revenue, which could result in additional disclosures. ASU 2014-09 also provides guidance for transactions that were not addressed comprehensively in previous guidance, such as the recognition of breakage income from the sale of gift cards. The standard permits the use of either the retrospective or cumulative effect transition method. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 (the first quarter of our fiscal year 2019). During the fourth quarter of fiscal year 2015, the FASB and IASB proposed a revision to ASU 2014-09 which would allow companies to defer adoption of this standard for up to one year. We have not yet selected a transition method and are currently evaluating the impact of this guidance on our Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The guidance requires an entity to present debt issuance costs in the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts or premiums, rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement. The guidance is effective for annual periods beginning after December 15, 2015, and for interim periods within those fiscal years (our fiscal year 2017). Early adoption is permitted. If we had adopted ASU 2015-03 as of June 2, 2015, $0.8 million and $3.2 million of debt issuance costs would have been reclassified from Prepaid rent and other expenses and Other assets, respectively, to a reduction in the carrying amount of our debt in our June 2, 2015 Consolidated Balance Sheet.

XML

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) - Future Minimum Lease Payments Required Under Operating Leases $ in Thousands	Jun. 02, 2015 USD ($)
Future Minimum Lease Payments Required Under Operating Leases [Abstract]
2016	$ 48,974
2017	46,198
2018	44,055
2019	41,327
2020	38,041
Subsequent years	457,607
Total minimum lease payments	$ 676,202

XML

Note 1 - Summary of Significant Accounting Policies (Details) - Weighted-average Common and Dilutive Potential Common Shares Outstanding - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended												12 Months Ended
	Jun. 02, 2015	Mar. 03, 2015	Dec. 02, 2014	Sep. 02, 2014	Jun. 03, 2014		Mar. 04, 2014		Dec. 03, 2013		Sep. 03, 2013		Jun. 02, 2015	Jun. 03, 2014		Jun. 04, 2013
Weighted-average Common and Dilutive Potential Common Shares Outstanding [Abstract]
Loss from continuing operations (in Dollars)													$ (3,194)	$ (64,910)		$ (23,434)
Income/(loss) from discontinued operations (in Dollars)														564		(15,979)
Net loss (in Dollars)	$ 4,283	$ (769)	$ (9,273)	$ 2,565	$ (414)		$ (7,307)		$ (34,383)		$ (22,242)		$ (3,194)	$ (64,346)		$ (39,413)
Weighted average common shares outstanding (in Shares)													60,580	60,231		61,040
Weighted average common and dilutive potential common shares outstanding (in Shares)													60,580	60,231		61,040
Loss per share – Basic
Loss from continuing operations					$ (0.01)	[1]	$ (0.12)	[1]	$ (0.58)	[1]	$ (0.36)	[1]	$ (0.05)	$ (1.08)	[1]	$ (0.38)
Income/(loss) from discontinued operations					0.00	[1]	0.00	[1]	0.01	[1]	(0.01)	[1]	0	0.01	[1]	(0.27)
Net loss per share	$ 0.07	$ (0.01)	$ (0.15)	$ 0.04	(0.01)		(0.12)		(0.57)		(0.37)		(0.05)	(1.07)		(0.65)
Loss per share – Diluted
Loss from continuing operations					(0.01)	[1]	(0.12)	[1]	(0.58)	[1]	(0.36)	[1]	(0.05)	(1.08)	[1]	(0.38)
Income/(loss) from discontinued operations					0.00	[1]	0.00	[1]	0.01	[1]	(0.01)	[1]	0	0.01	[1]	(0.27)
Net loss per share	$ 0.07	$ (0.01)	$ (0.15)	$ 0.04	$ (0.01)		$ (0.12)		$ (0.57)		$ (0.37)		$ (0.05)	$ (1.07)		$ (0.65)

[1] The sum of the quarterly income/(loss) per share does not equal the reported annual amount as each is computed independently based upon the weighted average number of shares outstanding for the period.

XML

Note 9 - Income Taxes (Details) - Reconciliation from the Statutory Federal Income Tax Expense to the Reported Income Tax Expense/(Benefit) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 02, 2015	Mar. 03, 2015	Dec. 02, 2014	Sep. 02, 2014	Jun. 03, 2014	Mar. 04, 2014	Dec. 03, 2013	Sep. 03, 2013	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Note 9 - Income Taxes (Details) - Reconciliation from the Statutory Federal Income Tax Expense to the Reported Income Tax Expense/(Benefit) [Line Items]
Statutory federal income taxes									$ (1,787)	$ (24,351)	$ (7,677)
State income taxes, net of federal income tax benefit									(711)	(3,564)	(1,484)
Increase in valuation allowance									9,138	31,187	20,885
Permanent differences									528	2,243	339
Other, net									100	(1,414)	(1,008)
	$ 1,430	$ (112)	$ (595)	$ (2,634)	$ 3,205	$ (807)	$ (1,910)	$ (5,153)	(1,911)	(4,665)	1,500
FICA Tip Credit [Member]
Note 9 - Income Taxes (Details) - Reconciliation from the Statutory Federal Income Tax Expense to the Reported Income Tax Expense/(Benefit) [Line Items]
Tax credits									(7,280)	(7,533)	(8,189)
Work Oppotunity Credit [Member]
Note 9 - Income Taxes (Details) - Reconciliation from the Statutory Federal Income Tax Expense to the Reported Income Tax Expense/(Benefit) [Line Items]
Tax credits									$ (1,899)	$ (1,233)	$ (1,366)

XML

Note 13 – Fair Value Measurements (Tables)

12 Months Ended

Jun. 02, 2015

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	Level		June 2, 2015			June 3, 2014
Deferred compensation plan – Assets		1	$	8,017		$	8,930
Deferred compensation plan – Liabilities		1		(8,017	)		(8,930	)

Fair Value Measurements, Nonrecurring [Table Text Block]

	Fair Value Measurements
	Level		June 2, 2015		June 3, 2014
Long-lived assets held for sale		2	$	3,708	$	23,035
Long-lived assets held for use		2		3,283		8,882
Total			$	6,991	$	31,917

Schedule of Gains and Losses Recognized from Fair Value Measurements on Non-recurring Basis [Table Text Block]

	2015		2014		2013
Included within continuing operations
Long-lived assets held for sale	$	1,830	$	872	$	3,556
Long-lived assets held for use		7,992		24,319		12,804
	$	9,822	$	25,191	$	16,360
Included within discontinued operations			$	177	$	18,842

Fair Value, by Balance Sheet Grouping [Table Text Block]

	June 2, 2015				June 3, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt (Level 2)	$	244,828	$	255,194	$	258,490	$	262,985

XML

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) - Minimum and Contingent Rent Expense and Sublease Rental Income Under Operating Leases - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Included within continuing operations
Minimum rent	$ 50,489	$ 52,774	$ 51,398
Contingent rent	745	430	472
	51,234	53,204	51,870
Sublease rental income	(504)	(409)	(357)
	50,730	52,795	51,513
Included within discontinued operations	$ 50,730	$ 52,795	51,513
Discontinued Operations [Member]
Included within continuing operations
			546
Included within discontinued operations			$ 546

XML

Note 8 - Employee Post-employment Benefits (Details) - Weighted-average Assumptions Used to Determine the Net Periodic Benefit Cost	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.40%	4.50%	4.50%
Expected return on plan assets	7.00%	7.00%	7.30%
Rate of compensation increase	2.00%	2.00%	2.00%
Postretirement Medical and Life Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.50%	3.70%	3.90%
Rate of compensation increase	2.00%	2.00%	2.00%

XML

Note 8 - Employee Post-employment Benefits (Details) - Fair Values of Assets Held by the Retirement Plan by Asset Category - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014
Level 2:
Fair value of plan assets as of measurement date	$ 6,786	$ 7,020
Benefit payments after measurement date	(65)
Total assets reported as of fiscal year end	6,786	7,020
As of Measurement Date [Member]
Level 2:
Fair value of plan assets as of measurement date	6,851	7,020
Total assets reported as of fiscal year end	6,851	7,020
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | As of Measurement Date [Member]
Level 2:
Fair value of plan assets as of measurement date	78	108
Total assets reported as of fiscal year end	78	108
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | US-based Companies [Member] | As of Measurement Date [Member]
Level 2:
Fair value of plan assets as of measurement date	2,701	3,798
Total assets reported as of fiscal year end	2,701	3,798
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | International-based Companies [Member] | As of Measurement Date [Member]
Level 2:
Fair value of plan assets as of measurement date	1,277	1,161
Total assets reported as of fiscal year end	1,277	1,161
Fixed Income Securities [Member] | Fair Value, Inputs, Level 1 [Member] | As of Measurement Date [Member]
Level 2:
Fair value of plan assets as of measurement date	1,584	1,546
Total assets reported as of fiscal year end	1,584	1,546
Public Real Estate Investment Trusts [Member] | Fair Value, Inputs, Level 1 [Member] | As of Measurement Date [Member]
Level 2:
Fair value of plan assets as of measurement date	328	303
Total assets reported as of fiscal year end	328	303
Other Retirement Plan Assets [Member] | Fair Value, Inputs, Level 1 [Member] | As of Measurement Date [Member]
Level 2:
Fair value of plan assets as of measurement date	883	104
Total assets reported as of fiscal year end	$ 883	$ 104

XML

Note 4 - Accounts Receivable (Details) - Accounts Receivable, Current - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 5,287	$ 4,861
Amounts due from franchisees	1,995	1,281
Third-party gift card sales	1,330	1,636
Other receivables	1,019	1,014
Rebates [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 943	$ 930

XML

Note 2 - Franchise Programs

12 Months Ended

Jun. 02, 2015

Franchise Programs [Abstract]

Franchise Programs [Text Block]

2.  Franchise Programs

As of June 2, 2015, our franchise programs included arrangements with 30 domestic and international Ruby Tuesday concept franchisees and six domestic Lime Fresh franchisees. At the end of fiscal year 2015, our franchisees collectively operated 78 Ruby Tuesday and seven Lime Fresh restaurants. We do not own any equity interest in our existing franchisees.

We enter into development agreements with our franchisees that require them to open varying numbers of Ruby Tuesday or Lime Fresh restaurants. As of June 2, 2015, eight of our 30 Ruby Tuesday concept franchisees had agreements to develop new franchised Ruby Tuesday restaurants. None of our six Lime Fresh concept domestic franchisees had an agreement to develop new Lime Fresh restaurants as of June 2, 2015. During fiscal 2015, 2014, and 2013, our Ruby Tuesday franchisees opened six, seven, and two restaurants, respectively, pursuant to development agreements, as follows:

	Ruby Tuesday						Lime Fresh
Fiscal Year	Domestic		International		Total
2015		–		6		6		2
2014		1		6		7		2*
2013		–		2		2		2*

*One of the Lime Fresh franchise restaurant openings in each of fiscal year 2014 and 2013 was opened in Chile by an international franchisee. Both of these restaurants closed during the fourth quarter of fiscal year 2014.

In conjunction with these openings, we recognized development and licensing fee income totaling $0.2 million in each of fiscal 2015, 2014, and 2013.

Deferred development and licensing fees associated with all franchisees, which are reported as a component of Other deferred liabilities in our Consolidated Balance Sheets, totaled $0.6 million and $0.8 million as of June 2, 2015 and June 3, 2014, respectively. We will recognize these fees as income when we have substantially performed all material services and the restaurant has opened for business.

XML

Note 8 - Employee Post-employment Benefits (Details) - Components of Net Periodic Benefit Cost - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
		Jun. 04, 2013	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Pension Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) - Components of Net Periodic Benefit Cost [Line Items]
Service cost			$ 301	$ 356	$ 460
Interest cost			1,773	1,737	2,100
Expected return on plan assets			(498)	(444)	(409)
Amortization of prior service cost	[1]		1	1	106
Recognized actuarial loss			1,718	1,711	2,259
Curtailment expense		$ 2,500			2,481
Net periodic benefit cost			3,295	3,361	6,997
Postretirement Medical and Life Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) - Components of Net Periodic Benefit Cost [Line Items]
Service cost			4	13	11
Interest cost			$ 46	67	60
Amortization of prior service cost	[1]			(46)	(56)
Recognized actuarial loss			$ 134	244	214
Net periodic benefit cost			$ 184	$ 278	$ 229

[1] Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.

XML

Note 1 - Summary of Significant Accounting Policies (Details) - Antidilutive Shares Excluded from Computation of Diluted Loss Per Share - shares shares in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock	4,409	3,954	3,653
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock	3,057	2,833	2,161
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock	1,352	1,121	1,492

XML

Note 4 - Accounts Receivable (Tables)

12 Months Ended

Jun. 02, 2015

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	2015		2014
Rebates receivable	$	943	$	930
Amounts due from franchisees		1,995		1,281
Third-party gift card sales		1,330		1,636
Other receivables		1,019		1,014
	$	5,287	$	4,861

XML

Note 3 - Discontinued Operations (Tables)

12 Months Ended

Jun. 02, 2015

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

	June 3, 2014			June 4, 2013
Restaurant sales and operating revenue		–		$	11,884
Income/(loss) before income taxes	$	458		$	(24,498	)
Benefit for income taxes		(106	)		(8,519	)
Income/(loss) from discontinued operations	$	564		$	(15,979	)

XML

Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) $ in Thousands	12 Months Ended
	Jun. 02, 2015 USD ($)	Jun. 03, 2014 USD ($)	Jun. 04, 2013 USD ($)
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net	$ 10,542	$ 32,831	$ 14,656
Number of Restaurants Closed		33
Impairment of Intangible Assets, Finite-lived		$ 855	14,058
Number of Restaurants	677
Operating Lease Obligation	$ 7,051	10,873	8,727
Continuing Operations [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net	10,542	32,831	14,656
Rent and Other [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Operating Lease Obligation	7,000	10,500
Lime Fresh [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net	$ 3,078	$ 5,214	8,144
Number of Restaurants Closed		2
Number of Restaurants	19
Goodwill, Impairment Loss			9,000
Goodwill, Impairment Loss, Net of Tax			5,400
Lime Fresh [Member] | Continuing Operations [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net			$ 3,600
Number of Restaurants Closed			4
Lime Fresh [Member] | Underperforming Restaurtants [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Number of Restaurants			4
Trademarks [Member] | Lime Fresh [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Impairment of Intangible Assets, Finite-lived		$ 900	$ 5,000
Finite-Lived Intangible Assets, Net	$ 3,100
Lime Fresh [Member] | Continuing Operations [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net			4,300
Restaurants Closed [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net			$ 21,700
Closed Upon Expiration of Lease [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Number of Restaurants Closed		11
Early Restaurant Closures [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net		$ 4,800
Open Restaurants With Deteriorating Operational Performance [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net		$ 13,500
Number of Restaurants Closed		32
Open Restaurants With Deteriorating Operational Performance [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net	7,700
Surplus Properties [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net	1,800
Lease Expirations and Restaurant Closures [Member]
Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) [Line Items]
Closures and Impairments, Net	$ 300

XML

Note 2 - Franchise Programs (Details) $ in Millions	12 Months Ended
	Jun. 02, 2015 USD ($)	Jun. 03, 2014 USD ($)	Jun. 04, 2013
Note 2 - Franchise Programs (Details) [Line Items]
Number of Franchise Restaurants	78
Development and Licensing Fee, Income in Conjunction with New Openings	200,000	200,000	200,000
Deferred Development and Licensing Fees (in Dollars)	$ 0.6	$ 0.8
Ruby Tuesday [Member]
Note 2 - Franchise Programs (Details) [Line Items]
Number of Franchises	30
Number of Franchise Restaurants	78
Number of Traditional Franchisees that Had Agreements to Develop New Franchised Ruby Tuesday Restaurants	8
Number of Restaurants Opened by Traditional Franchisees Pursuant to Development Agreements	6	7	2
Lime Fresh [Member]
Note 2 - Franchise Programs (Details) [Line Items]
Number of Franchises	6
Number of Franchise Restaurants	7
Number of Traditional Franchisees that Had Agreements to Develop New Franchised Ruby Tuesday Restaurants	0
Number of Restaurants Opened by Traditional Franchisees Pursuant to Development Agreements	2	2	2
CHILE | Lime Fresh [Member]
Note 2 - Franchise Programs (Details) [Line Items]
Number of Restaurants Opened by Traditional Franchisees Pursuant to Development Agreements		1	1

XML

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Tables)

12 Months Ended

Jun. 02, 2015

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Tables) [Line Items]

Property, Plant and Equipment [Table Text Block]

	2015		2014
Land	$	212,073	$	214,277
Buildings		426,813		430,988
Improvements		358,549		365,599
Restaurant equipment		247,775		248,852
Other equipment		87,782		84,876
Surplus properties*		10,504		18,351
Construction in progress and other		4,316		3,895
		1,347,812		1,366,838
Less accumulated depreciation		595,638		571,992
	$	752,174	$	794,846

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

2016	$	48,974
2017		46,198
2018		44,055
2019		41,327
2020		38,041
Subsequent years		457,607
Total minimum lease payments	$	676,202

Schedule of Rent Expense [Table Text Block]

	2015			2014			2013
Included within continuing operations
Minimum rent	$	50,489		$	52,774		$	51,398
Contingent rent		745			430			472
		51,234			53,204			51,870
Sublease rental income		(504	)		(409	)		(357	)
	$	50,730		$	52,795		$	51,513
Included within discontinued operations				$	–		$	546

Sublease [Member]

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Tables) [Line Items]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

	Franchisees		Others		Total
2016	$	247	$	493	$	740
2017		247		352		599
2018		247		276		523
2019		208		182		390
2020		27		182		209
Subsequent years		–		565		565
Total minimum sub-lease payments	$	976	$	2,050	$	3,026

XML

Note 6 - Long-term Debt and Capital Leases (Tables)

12 Months Ended

Jun. 02, 2015

Disclosure Text Block Supplement [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

	2015			2014
Senior unsecured notes	$	215,000		$	215,000
Unamortized discount		(2,162	)		(2,503	)
Senior unsecured notes less unamortized discount		212,838			212,497
Revolving credit facility		–			–
Mortgage loan obligations		31,607			45,252
Unamortized premium on mortgage loan obligations		383			741
Capital lease obligations		206			201
		245,034			258,691
Less current maturities		10,861			4,816
	$	234,173		$	253,875

Schedule of Maturities of Long-term Debt and Capital Lease Obligations [Table Text Block]

2016	$	10,975	*
2017		11,875
2018		2,570
2019		2,617
2020		217,153
Subsequent years		1,623
	$	246,813

XML

Note 1 - Summary of Significant Accounting Policies

12 Months Ended

Jun. 02, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

1. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Description of Business and Principles of Consolidation
Ruby Tuesday, Inc. including its wholly-owned subsidiaries (“RTI,” the “Company,” “we” and/or “our”) develops, operates and franchises casual dining restaurants in the United States, Guam, and 13 foreign countries under the Ruby Tuesday® brand. We also own and operate 19 Lime Fresh Mexican Grill® (“Lime Fresh”) fast casual restaurants. At June 2, 2015, we owned and operated 658 Ruby Tuesday restaurants concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest of the United States, which we consider to be our core markets. As of our fiscal year end, there were 78 domestic and international franchise Ruby Tuesday restaurants located in 13 states primarily outside of our existing core markets (primarily the Western United States and portions of the Midwest) and in the Asia Pacific Region, Middle East, Canada, Iceland, Eastern Europe, the United Kingdom, and Central and South America. Also at fiscal year end, there were seven domestic franchise Lime Fresh restaurants located in Florida and Texas.

RTI consolidates its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Fiscal Year
Our fiscal year ends on the first Tuesday following May 30 and, as a result, a 53^rd week is added every five or six years. The fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013 each contained 52 weeks.

Cash and Cash Equivalents
Our cash management program provides for the investment of excess cash balances in short-term money market instruments. These money market instruments are stated at cost, which approximates market value. We consider amounts receivable from credit card companies and marketable securities with a maturity of three months or less when purchased to be cash equivalents. Book overdrafts are recorded in accounts payable and are included within operating cash flows.

Inventories
Inventories consist of food, supplies, china and silver and are stated at the lower of cost (first-in, first-out) or market.

Property and Equipment and Depreciation
Property and equipment, net, is reported at cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized while expenditures for repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of depreciable assets generally range from three to 35 years for buildings and improvements and from three to 15 years for restaurant and other equipment. See Note 5 to the Consolidated Financial Statements for further discussion regarding our property and equipment.

Impairment or Disposal of Long-Lived Assets
We review our long-lived assets related to each restaurant to be held and used in the business, including any allocated intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable. We evaluate restaurants based upon cash flows as our primary indicator of impairment. Assets are reviewed at the lowest level for which cash flows can be identified, which, for property and equipment, net, is the individual restaurant level. If the carrying amount of the restaurant is not recoverable, we record an impairment loss for the excess of the carrying amount over the fair value.

When we decide to close a restaurant it is reviewed for impairment and depreciable lives are considered for adjustment. The impairment evaluation is based on the estimated cash flows from continuing use through the expected disposal date and the expected terminal value. Any gain or loss recognized upon disposal of the assets associated with a closed restaurant is recorded as a component of Closures and impairments, net in our Consolidated Statements of Operations and Comprehensive Loss.

See Note 7 to the Consolidated Financial Statements for a further discussion regarding our closures and impairments, including the impairments of goodwill and other long-lived assets.

Other Intangible Assets

Other intangible assets which are included in Other assets, net in the Consolidated Balance Sheets consist of the following (in thousands):

	2015				2014
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Reacquired franchise rights	$	14,417	$	9,871	$	14,460	$	8,371
Trademarks		4,208		862		4,194		390
Favorable leases *		2,059		403		2,059		322
Acquired franchise agreements		1,500		677		1,500		463
Other		–		–		100		41
	$	22,184	$	11,813	$	22,313	$	9,587

* As of June 2, 2015 and June 3, 2014, we also had $0.8 million and $0.9 million, respectively, of unfavorable lease liabilities which resulted from the terms of acquired franchise operating lease contracts being unfavorable relative to market terms of comparable leases on the acquisition date. The majority of these liabilities are included within Other deferred liabilities in our Consolidated Balance Sheets.

The reacquired franchise rights reflected in the table above were acquired as part of certain franchise acquisitions. Trademarks consist primarily of the Lime Fresh trademark that was acquired as part of the Lime Fresh acquisition in fiscal 2012. The favorable leases resulted from the terms of acquired franchise operating lease contracts being favorable relative to market terms of comparable leases on the acquisition date.

Amortization expense of other intangible assets for fiscal years 2015, 2014, and 2013 totaled $2.2 million, $2.5 million, and $3.3 million, respectively. We amortize acquired and reacquired franchise rights on a straight-line basis over the remaining term of the franchise operating agreements. The weighted average amortization period of acquired and reacquired franchise rights is 7.3 years and 8.4 years, respectively. We amortize favorable leases as a component of rent expense on a straight-line basis over the remaining lives of the leases. The weighted average amortization period of the favorable leases is 25.6 years. We amortize trademarks on a straight-line basis over the life of the trademarks, typically 10 years. Amortization expense for intangible assets for each of the next five years is expected to be $1.9 million in fiscal year 2016, $1.6 million in fiscal year 2017, $1.3 million in fiscal year 2018, $1.3 million in fiscal year 2019, and $1.1 million in fiscal year 2020. Rent expense resulting from amortization of favorable leases, net of the amortization of unfavorable leases, is expected to be insignificant for each of the next five years.

We evaluate reacquired franchise rights and favorable leases for impairment as part of our evaluation of restaurant-level impairments.

Debt Acquisition Costs

We defer debt acquisition costs and amortize them over the terms of the related agreements using a method that approximates the effective interest method. Unamortized debt acquisition costs of $1.5 million and $1.3 million were included within Prepaid rent and other expenses and $4.3 million and $5.7 million were included within Other assets in our Consolidated Balance Sheets as of June 2, 2015 and June 3, 2014, respectively.

Lease Obligations

Approximately 55% of our 677 Company-owned restaurants are located on leased properties. Of these, approximately 69% are land leases only; the other 31% are for both land and building. The initial terms of these leases expire at various dates over the next 21 years. At the inception of the lease, each property is evaluated to determine whether the lease will be accounted for as an operating or capital lease. The term used for this evaluation includes renewal option periods only in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty. The primary penalty to which we are subject is the economic detriment associated with our investment into leasehold improvements which might become impaired should we choose not to continue the use of the leased property.

These leases may also contain required increases in minimum rent at varying times during the lease term and have options to extend the terms of the leases at a rate that is included in the original lease agreement. Most of our leases require the payment of additional (contingent) rent that is based upon a percentage of restaurant sales above agreed upon sales levels for the year. These sales levels vary for each restaurant and are established in the lease agreements. We recognize contingent rental expense (in annual as well as interim periods) prior to the achievement of the specified target that triggers the contingent rental expense, provided that achievement of that target is considered probable.

Certain of our operating leases contain predetermined fixed escalations of the minimum rentals during the term of the lease, which includes option periods where failure to exercise such options would result in an economic penalty. For these leases, we recognize the related rental expense on a straight-line basis over the term of the lease, beginning with the point at which we obtain control and possession of the leased properties, and record the difference between the amounts charged to operations and amounts paid as deferred escalating minimum rent. Any lease incentives received are deferred and subsequently amortized on a straight-line basis over the term of the lease as a reduction to rent expense.

Estimated Liability for Self-Insurance

We self-insure a portion of our expected losses under our workers’ compensation, general liability, and property insurance programs. Specifically with our workers’ compensation and general liability coverages, we have stop loss insurance for individual claims in excess of stated loss amounts. Insurance liabilities are recorded based on third-party actuarial estimates of the ultimate incurred losses, net of payments made. The estimates themselves are based on standard actuarial techniques that incorporate both the historical loss experience of the Company and supplemental information as appropriate.

Pensions and Post-Retirement Medical Benefits

As discussed further in Note 8 to the Consolidated Financial Statements, during the fourth quarter of fiscal year 2015 we adopted Accounting Standards Update (“ASU”) 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets. As a result, beginning with fiscal year 2015, we measure and recognize the funded status of our defined benefit and postretirement plans in our Consolidated Balance Sheets as of May 31. The funded status represents the difference between the projected benefit obligation and the fair value of plan assets.  The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of future salary increases and years of service, as applicable.  The difference between the projected benefit obligation and the fair value of assets that has not previously been recognized as expense is recorded as a component of other comprehensive loss. We record a curtailment when an event occurs that significantly reduces the accrual of defined benefits.

Revenue Recognition
Revenue from restaurant sales is recognized when food and beverage products are sold. We present sales net of coupons, discounts, sales tax, and other sales-related taxes. Deferred revenue-gift cards primarily represents our liability for gift cards that have been sold, but not yet redeemed, and is recorded at the expected redemption value. When the gift cards are redeemed, we recognize restaurant sales and reduce the deferred revenue. Gift cards sold at a discount are recorded as revenue upon redemption of the associated gift cards at an amount net of the related discount.

Breakage income represents the value associated with the portion of gift cards sold that will most likely never be redeemed. Using gift card redemption history, we have determined that substantially all of our customers utilize their gift cards within two years from the date of purchase. Accordingly, we recognize gift card breakage income for non-escheatable amounts beginning 24 months after the date of activation.

We recognized gift card breakage income of $2.0 million, $0.6 million, and $1.9 million during fiscal years 2015, 2014, and 2013, respectively. This income is included as an offset to Other Restaurant Operating Costs in the Consolidated Statements of Operations and Comprehensive Loss.

Franchise development and license fees received are recognized when substantially all of our material obligations under the franchise agreements have been performed and the restaurant has opened for business. Franchise royalties are recognized as franchise revenue on the accrual basis. Advertising amounts received from domestic franchisees are considered by us to be reimbursements, recorded on an accrual basis when earned, and have been netted against selling, general, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

We charge our franchisees various monthly fees that are calculated as a percentage of the respective franchise’s monthly sales. Our Ruby Tuesday concept franchise agreements allow us to charge up to a 4.0% royalty fee, a 1.5% support service fee, a 1.5% marketing and purchasing fee, and an advertising fee of up to 3.0%. Our Lime Fresh concept franchise agreements allow us to charge up to a 5.25% royalty fee and an advertising fee of up to 3.0%. We defer recognition of franchise fee revenue for any amounts greater than 60 days past due.

A further description of our franchise programs is provided in Note 2 to the Consolidated Financial Statements.

Pre-Opening Expenses
Salaries, personnel training costs, pre-opening rent, and other expenses of opening new facilities are charged to expense as incurred.

Share-Based Employee Compensation Plans
We measure and recognize share-based payment transactions, including grants of employee stock options and restricted stock, as compensation expense based on the fair value of the equity award on the grant date. We estimate the fair value of service-based stock option awards using the Black-Scholes option pricing model. The fair values of restricted stock awards are based on the closing prices of our common stock on the dates prior to the grant date. We estimate the grant date fair value of market-based awards using the Monte-Carlo simulation model. This compensation expense is recognized over the service period on a straight-line basis for all awards except those awarded to retirement-eligible individuals, which are recognized on the grant date at estimated fair value. We classify share-based compensation expense consistent with all other compensation expenses in Selling, general, and administrative, net in our Consolidated Statements of Operations and Comprehensive Loss. See Note 10 to the Consolidated Financial Statements for further discussion regarding our share-based employee compensation plans.

Marketing Costs
Except for television and radio advertising production costs which we expense when the advertisement is first shown, we expense marketing costs as incurred. Marketing expenses, net of franchise reimbursements, which are included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss, totaled $49.4 million, $67.2 million, and $71.4 million for fiscal years 2015, 2014, and 2013, respectively.

Income Taxes
Our deferred income taxes are determined utilizing the asset and liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities and operating loss and tax credit carry forwards. Temporary differences represent the cumulative taxable or deductible amounts recorded in the consolidated financial statements in different years than recognized in the tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If, after consideration of all available positive and negative evidence, current available information raises doubt as to the realization of the deferred tax assets, the need for a valuation allowance is addressed. A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carry-back declines, if we project lower levels of future taxable income, or if we have recently experienced pretax losses. Such a valuation allowance is established through a charge to income tax expense which adversely affects our reported operating results. The judgments and estimates utilized when establishing, and subsequently adjusting, a deferred tax asset valuation allowance are reviewed on a periodic basis as regulatory and business factors change.

The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize interest and penalties accrued related to unrecognized tax benefits as components of our income tax expense in the Consolidated Statements of Operations and Comprehensive Loss.

We recognize in our consolidated financial statements the benefit of a position taken or expected to be taken in a tax return when it is more likely than not (i.e. a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Changes in judgment that result in subsequent recognition, derecognition or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) are recognized as a discrete item in the interim period in which the change occurs.

See Note 9 to the Consolidated Financial Statements for a further discussion of our income taxes.

Loss Per Share
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during each period presented. Diluted earnings per share gives effect to stock options and restricted stock outstanding during the applicable periods, except during loss periods as the effect would be anti-dilutive. The following table reflects the calculation of weighted average common and dilutive potential common shares outstanding as presented in the accompanying Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per-share data):

	2015			2014			2013
Loss from continuing operations	$	(3,194	)	$	(64,910	)	$	(23,434	)
Income/(loss) from discontinued operations		–			564			(15,979	)
Net loss	$	(3,194	)	$	(64,346	)	$	(39,413	)
Weighted average common shares outstanding		60,580			60,231			61,040
Dilutive effect of stock options and restricted stock		–			–			–
Weighted average common and dilutive potential common shares outstanding		60,580			60,231			61,040
Loss per share – Basic
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)
Loss per share – Diluted
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)

Stock options with an exercise price greater than the average market price of our common stock and certain options and restricted stock with unrecognized compensation expense do not impact the computation of diluted loss per share because the effect would be anti-dilutive. The following table summarizes stock options and restricted shares that were excluded from the computation of diluted loss per share because their inclusion would have had an anti-dilutive effect (in thousands):

	2015		2014		2013
Stock options		3,057		2,833		2,161
Restricted shares		1,352		1,121		1,492
Total		4,409		3,954		3,653

Comprehensive Loss
Comprehensive loss includes net loss adjusted for certain revenue, expenses, gains and losses that are excluded from net loss in accordance with U.S. GAAP, such as pension and other postretirement medical plan adjustments. Comprehensive loss is shown as a separate component in the Consolidated Statements of Operations and Comprehensive Loss.

Fair Value of Financial Instruments

Fair value is the price that we would receive to sell an asset or pay to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. For assets and liabilities we record or disclose at fair value, we determine the fair value based upon the quoted market price, if available. If a quoted market price is not available, we determine the fair value based upon the quoted market price of similar assets or the present value of expected future cash flows using discount rates appropriate for the duration.

The fair values are assigned a level within the following fair value hierarchy to prioritize the inputs used to measure the fair value of assets or liabilities:

● Level 1 – Observable inputs based on quoted prices in active markets for identical assets or liabilities;

● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

● Level 3 – Unobservable inputs in which little or no market data exists which require the reporting entity to develop its own assumptions.

See Notes 8 and 13 to the Consolidated Financial Statements for a further discussion of our fair value measurements.

Segment Reporting
Operating segments are components of an entity that engage in business activities with discrete financial information available that is regularly reviewed by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources. Our CODM is the Company’s President and Chief Executive Officer. We consider our Ruby Tuesday and Lime Fresh concepts to be our reportable operating segments.

Accounting Pronouncements Adopted During Fiscal 2015

As discussed further in Note 9 to the Consolidated Financial Statements, we adopted ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists during the first quarter of fiscal year 2015.

As discussed further in Note 8 to the Consolidated Financial Statements, we adopted ASU 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”) during the fourth quarter of fiscal year 2015.

Accounting Pronouncements Not Yet Adopted

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter (our fiscal year 2017). Early application is permitted. We do not believe the adoption of this guidance will have an impact on our Consolidated Financial Statements.

In May 2014, the FASB and International Accounting Standards Board (“IASB”) jointly issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 will replace almost all existing revenue recognition guidance, including industry specific guidance, upon its effective date. The standard’s core principle is for a company to recognize revenue when it transfers goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled. A company may also need to use more judgment and make more estimates when recognizing revenue, which could result in additional disclosures. ASU 2014-09 also provides guidance for transactions that were not addressed comprehensively in previous guidance, such as the recognition of breakage income from the sale of gift cards. The standard permits the use of either the retrospective or cumulative effect transition method. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 (the first quarter of our fiscal year 2019). During the fourth quarter of fiscal year 2015, the FASB and IASB proposed a revision to ASU 2014-09 which would allow companies to defer adoption of this standard for up to one year. We have not yet selected a transition method and are currently evaluating the impact of this guidance on our Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The guidance requires an entity to present debt issuance costs in the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts or premiums, rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement. The guidance is effective for annual periods beginning after December 15, 2015, and for interim periods within those fiscal years (our fiscal year 2017). Early adoption is permitted. If we had adopted ASU 2015-03 as of June 2, 2015, $0.8 million and $3.2 million of debt issuance costs would have been reclassified from Prepaid rent and other expenses and Other assets, respectively, to a reduction in the carrying amount of our debt in our June 2, 2015 Consolidated Balance Sheet.

XML

Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Tables)

12 Months Ended

Jun. 02, 2015

Disclosure Text Block Supplement [Abstract]

Closures and Impairment Expenses [Table Text Block]

	2015			2014			2013
Closures and impairments from continuing operations:
Property impairments	$	9,822		$	24,335		$	11,325
Closed restaurant lease reserves		1,461			7,302			2,844
Other closing expense		966			2,181			1,152
Gain on sale of surplus properties		(1,707	)		(987	)		(665	)
Closures and impairments, net	$	10,542		$	32,831		$	14,656
Closures and impairments from discontinued operations				$	(468	)	$	21,674

Future Lease Obligations Associated with Closed Properties [Table Text Block]

	Reserve for Lease Obligations
Balance at June 4, 2013	$	8,727
Closing expense including rent and other lease charges		6,815
Payments		(5,805	)
Other adjustments		1,136
Balance at June 3, 2014		10,873
Closing expense including rent and other lease charges		1,461
Payments		(4,807	)
Other adjustments		(476	)
Balance at June 2, 2015	$	7,051

XML

Note 12 - Commitments and Contingencies (Details) $ in Millions	Jun. 02, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Letters of Credit Outstanding, Amount	$ 12.5
Purchase Obligation	$ 82.8

XML

Note 1 - Summary of Significant Accounting Policies (Details) $ in Millions	12 Months Ended
	Jun. 02, 2015 USD ($)	Jun. 03, 2014 USD ($)	Jun. 04, 2013 USD ($)
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Number of Restaurants	677
Number of Franchise Restaurants	78
Number of States Primarily Outside the Company, Existing Core Markets in Which Entity Operates	13
Off-market Lease, Unfavorable	$ 0.8	$ 0.9
Amortization of Intangible Assets	2.2	2.5	$ 3.3
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	1.9
Finite-Lived Intangible Assets, Amortization Expense, Year Two	1.6
Finite-Lived Intangible Assets, Amortization Expense, Year Three	1.3
Finite-Lived Intangible Assets, Amortization Expense, Year Four	1.3
Finite-Lived Intangible Assets, Amortization Expense, Year Five	$ 1.1
Percentage of Restaurants Located on Leased Properties	55.00%
Percentage of Restaurants Located on Leased Land	69.00%
Percentage of Restaurants Located on Leased Land and Building	31.00%
Expiration of Operating Leases	21 years
Revenue Recognition, Gift Cards, Breakage	$ 2.0	0.6	1.9
Marketing Expense	49.4	67.2	$ 71.4
If Early Adoption of ASU 2015-03, Then Reported Reduction in Debt Carrying Amount from Prepaid Rent and Other Expenses	0.8
If Early Adoption of ASU 2015-03 Then Reported Reduction in Debt Carrying Amount from Other Assets	3.2
Prepaid Rent and Other Expense [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Unamortized Debt Issuance Expense	1.5	1.3
Other Assets [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Unamortized Debt Issuance Expense	$ 4.3	$ 5.7
Foreign Countries [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Number of Countries in which Entity Operates	13
Lime Fresh [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Number of Restaurants	19
Royalty fee percentage	5.25%
Operating agreements, national advertising fund gross sales contribution, maximum	3.00%
Lime Fresh [Member] | Domestic [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Number of Restaurants	7
Ruby Tuesday [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Number of Restaurants	658
Royalty fee percentage	4.00%
Operating agreements, support service fee, gross sales contribution, maximum	1.50%
Operating agreements, marketing and purchase fee,gross sales contribution, maximum	1.50%
Operating agreements, national advertising fund gross sales contribution, maximum	3.00%
Franchise Rights [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	7 years 109 days
Reacquired Franchise Rights [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years 146 days
Lease Agreements [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	25 years 219 days
Trademarks [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years
Building and Building Improvements [Member] | Minimum [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Building and Building Improvements [Member] | Maximum [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Useful Life	35 years
Restaurant Equipment [Member] | Minimum [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Restaurant Equipment [Member] | Maximum [Member]
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Useful Life	15 years

XML

Note 6 - Long-term Debt and Capital Leases (Details)			3 Months Ended	12 Months Ended
	Jul. 09, 2015 USD ($)	Dec. 03, 2013 USD ($)	Jun. 02, 2015 USD ($)	Jun. 02, 2015 USD ($)	Jun. 03, 2014 USD ($)	Jun. 04, 2013 USD ($)	May. 14, 2012 USD ($)
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Secured Debt			$ 31,607,000	$ 31,607,000	$ 45,252,000
Repayments of Long-term Debt				13,638,000	40,232,000	$ 27,180,000
Senior Notes [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Debt Instrument, Face Amount							$ 250,000,000
Debt Instrument, Interest Rate, Stated Percentage							7.625%
Debt Instrument, Unamortized Discount			$ 2,162,000	$ 2,162,000	2,503,000		$ 3,700,000
Debt Instrument, Maturity Date				May 15, 2020
Redemption Price Percentage on Principal Amount			100.00%	100.00%
Percentage of Senior Notes Redeemed from Equity Offering			35.00%	35.00%
Debt Instrument, Cumulative Sinking Fund Payments			$ 0	$ 0
Debt Instrument Repurchased Amount Authorized			20,000,000	20,000,000
Debt Instrument, Repurchased Face Amount					20,000,000
Debt Instrument, Repurchase Amount					20,000,000
Interest Paid					200,000
Gain (Loss) on Repurchase of Debt Instrument					700,000
Long-term Debt, Gross			215,000,000	215,000,000	$ 215,000,000
Mortgages [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Secured Debt			31,600,000	$ 31,600,000
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum				7.60%
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum				10.17%
Repayments of Long-term Debt				$ 9,000,000
Payments of Debt Extinguishment Costs				1,000,000
Mortgages [Member] | Minimum [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Range of Loan Balances			300,000	300,000
Mortgages [Member] | Maximum [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Range of Loan Balances			7,300,000	7,300,000
Revolving Credit Facility [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Debt Instrument, Term		4 years
Line of Credit Facility, Current Borrowing Capacity		$ 50,000,000
Option to Increase Revolving Credit Facility Capacity		35,000,000
Write off of Deferred Debt Issuance Cost				$ 700,000
Credit Facility Interest Rate, Floor				0.00%
Debt Instrument, Collateral Amount, Appraised Value		101,400,000
Debt Instrument, Collateral Amount			79,200,000	$ 79,200,000
Long-term Line of Credit			0	0
Line of Credit Facility, Remaining Borrowing Capacity			$ 37,500,000	$ 37,500,000
Line of Credit Facility Maximum Leverage Ratio Thereafter			4.75
Line of Credit Facility, Minimum Fixed Charge Coverage Ratio Thereafter			1.4
Revolving Credit Facility [Member] | Federal Funds Rate [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				0.50%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.00%
Revolving Credit Facility [Member] | Replaced Credit Facility ]Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		200,000,000
Revolving Credit Facility [Member] | Minimum [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage				0.40%
Revolving Credit Facility [Member] | Minimum [Member] | Eurodollar [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				2.50%
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.50%
Revolving Credit Facility [Member] | Maximum [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage				0.75%
Revolving Credit Facility [Member] | Maximum [Member] | Eurodollar [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				3.50%
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				2.50%
Sublimit for Standby Letters of Credit [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Line of Credit Facility, Current Borrowing Capacity		$ 25,000,000
Subsequent Event [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Number of Properties, Released for Collateral Purposes with the Repayment of Debt	26
Subsequent Event [Member] | Mortgages [Member]
Note 6 - Long-term Debt and Capital Leases (Details) [Line Items]
Repayments of Long-term Debt	$ 8,300,000
Payments of Debt Extinguishment Costs	$ 900,000

XML

Note 9 - Income Taxes (Details) - Components of Income Tax Expense (Benefit) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 02, 2015	Mar. 03, 2015	Dec. 02, 2014	Sep. 02, 2014	Jun. 03, 2014	Mar. 04, 2014	Dec. 03, 2013	Sep. 03, 2013	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Components of Income Tax Expense (Benefit) [Abstract]
(Benefit)/provision for income taxes from continuing operations	$ 1,430	$ (112)	$ (595)	$ (2,634)	$ 3,205	$ (807)	$ (1,910)	$ (5,153)	$ (1,911)	$ (4,665)	$ 1,500
Benefit for income taxes from discontinued operations										(106)	(8,519)
Total benefit for income taxes									(1,911)	(4,771)	(7,019)
Current:
Federal									1,714	(5,047)	8,966
State									(48)	(1,586)	1,200
Foreign									118	322	163
									1,784	(6,311)	10,329
Deferred:
Federal									(3,254)	2,346	(8,397)
State									(441)	(700)	(432)
									(3,695)	1,646	(8,829)
	$ 1,430	$ (112)	$ (595)	$ (2,634)	$ 3,205	$ (807)	$ (1,910)	$ (5,153)	$ (1,911)	$ (4,665)	$ 1,500

XML

Consolidated Statements of Operations and Comprehensive Loss - Scenario, Unspecified [Domain] - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014		Jun. 04, 2013
Revenue:
Restaurant sales and operating revenue	$ 1,120,142	$ 1,162,423		$ 1,245,226
Franchise revenue	6,424	6,323		6,261
	1,126,566	1,168,746		1,251,487
Operating costs and expenses:
Cost of goods sold (excluding depreciation shown below)	305,306	321,521		341,512
Payroll and related costs	383,261	404,379		419,679
Other restaurant operating costs	244,352	260,447		259,014
Depreciation	50,148	54,828		59,122
Selling, general, and administrative, net	115,327	137,151		138,782
Closures and impairments, net	10,542	32,831		14,656
Goodwill and trademark impairments		855		14,058
Interest expense, net	22,735	24,945		26,576
Loss on extinguishment of debt		1,364		22
	1,131,671	1,238,321		1,273,421
Loss from continuing operations before income taxes	(5,105)	(69,575)		(21,934)
(Benefit)/provision for income taxes from continuing operations	(1,911)	(4,665)		1,500
Loss from continuing operations	(3,194)	(64,910)		(23,434)
Income/(loss) from discontinued operations, net of tax		564		(15,979)
Net loss	(3,194)	(64,346)		(39,413)
Other comprehensive (loss)/income:
Pension liability reclassification, net of tax	(40)	45		3,312
Total comprehensive loss	$ (3,234)	$ (64,301)		$ (36,101)
Basic loss per share:
Loss from continuing operations (in Dollars per share)	$ (0.05)	$ (1.08)	[1]	$ (0.38)
Income/(loss) from discontinued operations (in Dollars per share)	0	0.01	[1]	(0.27)
Net loss per share (in Dollars per share)	(0.05)	(1.07)		(0.65)
Diluted loss per share:
Loss from continuing operations (in Dollars per share)	(0.05)	(1.08)	[1]	(0.38)
Income/(loss) from discontinued operations (in Dollars per share)	0	0.01	[1]	(0.27)
Net loss per share (in Dollars per share)	$ (0.05)	$ (1.07)		$ (0.65)
Weighted average shares:
Basic (in Shares)	60,580	60,231		61,040
Diluted (in Shares)	60,580	60,231		61,040

[1] The sum of the quarterly income/(loss) per share does not equal the reported annual amount as each is computed independently based upon the weighted average number of shares outstanding for the period.

XML

Note 2 - Franchise Programs (Details) - Restaurants Opened By Traditional Franchisees Pursuant to Development Agreements	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Ruby Tuesday [Member]
Franchisor Disclosure [Line Items]
Number of Restaurants	6	7	2
Lime Fresh [Member]
Franchisor Disclosure [Line Items]
Number of Restaurants	2	2	2
Domestic [Member] | Ruby Tuesday [Member]
Franchisor Disclosure [Line Items]
Number of Restaurants		1
International [Member] | Ruby Tuesday [Member]
Franchisor Disclosure [Line Items]
Number of Restaurants	6	6	2

XML

Consolidated Statements of Shareholders’ Equity (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Additional Paid-in Capital [Member]
Share-based compensation, taxes	$ (13)	$ (99)	$ 1,581
Accumulated Other Comprehensive Income (Loss) [Member]
Pension and post-retirement benefit plans, taxes	$ 0	$ 0	$ 2,180

XML

Note 8 - Employee Post-employment Benefits (Details) $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 04, 2013 USD ($)	Jun. 05, 2012 USD ($)	Jun. 03, 2014 USD ($)	Jun. 02, 2015 USD ($)	Jun. 03, 2014 USD ($)	Jun. 04, 2013 USD ($)
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Defined Benefit Pension Plans				3
Defined Benefit Plan Target Allocation Percentage of Assets Alternative Investments				19.00%
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year				$ 3,200
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year				7.00%
DefinedBenefitPlanDecreaseInHealthCareCostTrendRateAssumedAfterNextTwoFiscalYears				0.25%
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate				5.00%
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year, Impact on Net Periodic Postretirement Benefit Expense, Percent				1.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay				6.00%
Deferred Compensation Plan Assets			$ 9,600	$ 8,000	$ 9,600
Prepaid Expense, Current			12,216	13,181	12,216
Other Assets, Noncurrent			61,791	57,554	61,791
Other Liabilities, Noncurrent			75,193	66,261	75,193
Investment in RTI Common Stock and Related Liability, Payable in RTI Common Stock			600	700	600
Severance Costs				1,211	4,294
Employee-related Liabilities, Current			22,637	$ 20,351	22,637
Executive Supplemental Pension Plan [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Lump Sum Pension Payment, Accrued Liability for CEO	$ 8,100					$ 8,100
Severance Costs		$ 2,200
Minimum [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Primary Investment Objectives, Focus on Time Horizon				10 years
Employee Severance [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Employee-related Liabilities	310		$ 1,055	$ 313	1,055	310
Severance Costs				300
Employee-related Liabilities, Current				300
Chief Operating Officer [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Severance Costs					900
Chief People Officer [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Severance Costs					400
Management [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Restructuring and Related Cost, Number of Positions Eliminated			82
Staff Personnel [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Restructuring and Related Cost, Number of Positions Eliminated			82
Retirement Plan [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year				200
Pension Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Defined Benefit Plan, Curtailments	$ 2,500					$ 2,481
Cash Surrender Value of Life Insurance			$ 29,700	29,500	29,700
Defined Benefit Plan, Future Amortization of Gain (Loss)				2,000
Pension Plan [Member] | Cash and Cash Equivalents [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Assets Held-in-trust			200		200
Postretirement Medical and Life Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Defined Benefit Plan, Future Amortization of Gain (Loss)					2,000
Deferred Compensation Plan [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Prepaid Expense, Current				700
Employee-related Liabilities			500		500
Other Assets, Noncurrent				$ 7,300
Other Liabilities, Noncurrent			$ 8,400		$ 8,400
Equity Securities [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations				54.00%
Equity Securities [Member] | Minimum [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations				39.00%	60.00%
Fixed Income Securities [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations				27.00%
Fixed Income Securities [Member] | Minimum [Member]
Note 8 - Employee Post-employment Benefits (Details) [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations				12.00%	20.00%

XML

Note 10 - Share-based Employee Compensation (Tables)

12 Months Ended

Jun. 02, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Service-based vesting:
Balance at June 5, 2012		2,716		$	8.79
Granted		503			7.81
Exercised		(591	)		6.93
Cancellations and forfeitures		(717	)		11.03
Balance at June 4, 2013		1,911		$	8.27
Granted		601			9.34
Exercised		(244	)		6.45
Cancellations and forfeitures		(315	)		9.29
Balance at June 3, 2014		1,953		$	8.66
Granted		875			5.94
Exercised		(90	)		6.20
Cancellations and forfeitures		(297	)		8.65
Balance at June 2, 2015		2,441		$	7.78		4.39	$	223
Exercisable		1,288		$	8.55		3.19	$	2
Market-based vesting:
Balance at June 4, 2013		250		$	7.81
Granted		570			9.34
Cancellations and forfeitures		(85	)		9.34
Balance at June 3, 2014		735		$	8.82
Forfeited		(220	)		9.34
Balance at June 2, 2015		515		$	8.60		4.84	$	$ –
Exercisable		–		$	–		–	$	$ –

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	2015			2014			2013
Risk-free interest rate		1.48	%		1.17	%		0.62	%
Expected dividend yield		0	%		0	%		0	%
Expected stock price volatility		44.27	%		58.03	%		71.84	%
Expected life (in years)		4.50			4.50			4.50

	2014			2013
Risk-free interest rate		0.45	%		0.34	%
Expected dividend yield		0	%		0	%
Expected stock price volatility		42.86	%		46.71	%
Expected life (in years)		2.40			1.52

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

	2015					2014					2013
	Shares			Weighted Average Fair Value		Shares			Weighted Average Fair Value		Shares			Weighted Average Fair Value
Performance-Based Vesting:
Unvested at beginning of year		68		$	7.81		356		$	7.06		423		$	7.75
Granted		–			–		–			–		344			6.99
Vested		(68	)		7.81		(18	)		7.87		(89	)		7.31
Forfeited		–			–		(270	)		6.81		(322	)		7.82
Unvested at end of year		–		$	–		68		$	7.81		356		$	7.06
Service-Based Vesting:
Unvested at beginning of year		1,008		$	8.11		1,136		$	7.92		797		$	8.37
Granted		629			6.03		423			8.83		795			7.47
Vested		(780	)		7.69		(411	)		8.10		(340	)		7.56
Forfeited		(54	)		6.84		(140	)		8.76		(116	)		8.92
Unvested at end of year		803		$	6.98		1,008		$	8.11		1,136		$	7.92

XML

Note 8 - Employee Post-employment Benefits (Details) - Reclassification of Amounts Out of Accumulated Other Comprehensive Income/(Loss) - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
	$ 1,853	$ 1,909	$ 5,004
Income taxes			(1,986)
Pension reclassification, net of tax	1,853	1,909	3,018
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Recognized actuarial loss	1,852	1,955	2,473
Amortization of prior service cost/(credit)	$ 1	$ (46)	50
Curtailment expense			$ 2,481

XML

Note 15 - Supplemental Quarterly Financial Data (Unaudited)

12 Months Ended

Jun. 02, 2015

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

15. Supplemental Quarterly Financial Data (Unaudited)

Quarterly financial results for the years ended June 2, 2015 and June 3, 2014, are summarized below.

(In thousands, except per-share data)

	For the Year Ended June 2, 2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter		Total
Revenues	$	281,182		$	262,659		$	285,913		$	296,812	$	1,126,566
Gross profit*	$	50,394		$	36,952		$	49,909		$	56,392	$	193,647
(Loss)/income from continuing operations before income taxes	$	(69	)	$	(9,868	)	$	(881	)	$	5,713	$	(5,105	)
(Benefit)/provision for income taxes from continuing operations		(2,634	)		(595	)		(112	)		1,430		(1,911	)
Net income/(loss)	$	2,565		$	(9,273	)	$	(769	)	$	4,283	$	(3,194	)
Basic loss per share:
Net income/(loss) per share	$	0.04		$	(0.15	)	$	(0.01	)	$	0.07	$	(0.05	)
Diluted loss per share:
Net income/(loss) per share	$	0.04		$	(0.15	)	$	(0.01	)	$	0.07	$	(0.05	)

	For the Year Ended June 3, 2014
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Revenues	$	289,674		$	276,209		$	295,552		$	307,311		$	1,168,746
Gross profit*	$	39,469		$	35,734		$	49,060		$	58,136		$	182,399
(Loss)/income from continuing operations before income taxes	$	(27,052	)	$	(36,647	)	$	(8,200	)	$	2,324		$	(69,575	)
(Benefit)/provision for income taxes from continuing operations		(5,153	)		(1,910	)		(807	)		3,205			(4,665	)
Loss from continuing operations	$	(21,899	)	$	(34,737	)	$	(7,393	)	$	(881	)	$	(64,910	)
(Loss)/income from discontinued operations, net of tax		(343	)		354			86			467			564
Net loss	$	(22,242	)	$	(34,383	)	$	(7,307	)	$	(414	)	$	(64,346	)
Basic loss per share:
Loss from continuing operations **	$	(0.36	)	$	(0.58	)	$	(0.12	)	$	(0.01	)	$	(1.08	)
(Loss)/income from discontinued operations **		(0.01	)		0.01			0.00			0.00			0.01
Net loss per share	$	(0.37	)	$	(0.57	)	$	(0.12	)	$	(0.01	)	$	(1.07	)
Diluted loss per share:
Loss from continuing operations **	$	(0.36	)	$	(0.58	)	$	(0.12	)	$	(0.01	)	$	(1.08	)
(Loss)/income from discontinued operations **		(0.01	)		0.01			0.00			0.00			0.01
Net loss per share	$	(0.37	)	$	(0.57	)	$	(0.12	)	$	(0.01	)	$	(1.07	)

* We define gross profit as revenue less cost of goods sold, payroll and related costs, and other restaurant operating costs.

** The sum of the quarterly income/(loss) per share does not equal the reported annual amount as each is computed independently based upon the weighted average number of shares outstanding for the period.

XML

Note 11 - Segment Reporting (Tables)

12 Months Ended

Jun. 02, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Fiscal Year
	2015			2014			2013
Revenues:
Ruby Tuesday concept	$	1,106,304		$	1,147,348		$	1,234,730
Lime Fresh concept		20,262			21,398			16,757
Total revenues	$	1,126,566		$	1,168,746		$	1,251,487
Segment profit/(loss):
Ruby Tuesday concept	$	116,408		$	69,543		$	111,367
Lime Fresh concept		(2,630	)		(6,070	)		(10,204	)
Total segment profit	$	113,778		$	63,473		$	101,163
Depreciation and amortization:
Ruby Tuesday concept	$	48,552		$	52,990		$	57,900
Lime Fresh concept		1,687			2,007			2,196
Support center and other		2,152			2,350			2,302
Total depreciation and amortization	$	52,391		$	57,347		$	62,398
Closures and impairments, net:
Ruby Tuesday concept	$	6,940		$	27,617		$	6,421
Lime Fresh concept		3,078			5,214			8,144
Support center and other		524			–			91
Total closures and impairments, net	$	10,542		$	32,831		$	14,656
Capital expenditures:
Ruby Tuesday concept	$	29,509		$	24,553		$	22,609
Lime Fresh concept		1,293			2,742			10,036
Support center and other		208			1,044			4,472
Total capital expenditures	$	31,010		$	28,339		$	37,117
Total assets:
Ruby Tuesday concept	$	787,214		$	824,293		$	893,750
Lime Fresh concept		10,839			15,203			18,943
Support center and other		131,338			116,931			130,490
Total assets	$	929,391		$	956,427		$	1,043,183

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

	2015			2014			2013
Segment profit	$	113,778		$	63,473		$	101,163
Less:
Depreciation and amortization		(52,391	)		(57,347	)		(62,398	)
Unallocated general and administrative expenses		(42,710	)		(47,946	)		(18,026	)
Preopening expenses		(290	)		(395	)		(761	)
Goodwill and trademark impairments		–			(855	)		(14,058	)
Interest expense, net		(22,735	)		(24,945	)		(26,576	)
Other expense, net		(757	)		(1,560	)		(1,278	)
Loss from continuing operations before income taxes	$	(5,105	)	$	(69,575	)	$	(21,934	)

XML

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Jun. 02, 2015

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

    2.        Financial Statement Schedule:

Schedule II – Valuation and Qualifying Accounts for the Years Ended June 2, 2015, June 3, 2014, and June 4, 2013 (in thousands):

			Charged/			Charged/
	Balance at		(Credited)			(Credited)
	Beginning		to Costs			to other						Balance at
Description	of Period		and Expenses			Accounts			Write-offs			End of Period
Allowance for Doubtful Notes
Fiscal Year Ended June 2, 2015	$	–	$	(2	)	$	–		$	2		$	–
Fiscal Year Ended June 3, 2014		259		307			–			(566	)		–
Fiscal Year Ended June 4, 2013		41		259			(20	)		(21	)		259

All other financial statement schedules have been omitted, as the required information is inapplicable or the information is presented in the financial statements or related notes.

XML

Note 8 - Employee Post-employment Benefits (Details) - Weighted-average Assumptions Used to Determine the Benefit Obligation	Jun. 02, 2015	Jun. 03, 2014
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.20%	4.40%
Rate of compensation increase	2.00%	2.00%
Postretirement Medical and Life Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.60%	3.50%
Rate of compensation increase	2.00%	2.00%

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Operating activities:
Net loss	$ (3,194)	$ (64,346)	$ (39,413)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	50,148	54,828	60,018
Amortization of intangibles	2,243	2,519	3,287
Deferred income taxes	(3,695)	1,646	(15,771)
Loss on impairments, including disposition of assets	10,896	24,132	30,369
Goodwill and trademark impairments		855	14,058
Loss on extinguishment of debt		1,364	22
Share-based compensation expense	7,112	7,579	4,481
Excess tax benefits from share-based compensation	(39)	(284)	(382)
Lease reserve adjustments	1,460	6,815	4,248
Deferred escalating minimum rent	2,342	2,733	3,110
Pension curtailment expense			2,481
Other, net	2,728	5,032	2,242
Changes in operating assets and liabilities:
Receivables	(440)	(204)	(311)
Inventories	763	9,698	(1,842)
Income taxes	3,202	(233)	(1,063)
Prepaid and other assets	(1,875)	(1,392)	(2,036)
Accounts payable, accrued and other liabilities	(16,740)	(5,367)	(27,544)
Net cash provided by operating activities	54,911	45,375	35,954
Investing activities:
Purchases of property and equipment	(31,010)	(28,339)	(37,117)
Proceeds from sale-leaseback transactions, net		5,637	51,765
Proceeds from disposal of assets	11,260	15,526	6,997
Insurance proceeds from property claims	145	218
Reductions in Deferred Compensation Plan assets	1,318	901	840
Other, net	790	(146)	(372)
Net cash (used)/provided by investing activities	(17,497)	(6,203)	22,113
Financing activities:
Principal payments on long-term debt	(13,638)	(40,232)	(27,180)
Stock repurchases	(73)	(579)	(30,278)
Payments for debt issuance costs	(293)	(1,802)	(358)
Proceeds from exercise of stock options	556	1,576	4,090
Excess tax benefits from share-based compensation	39	284	382
Net cash used by financing activities	(13,409)	(40,753)	(53,344)
Increase/(decrease) in cash and cash equivalents	24,005	(1,581)	4,723
Cash and cash equivalents:
Beginning of year	51,326	52,907	48,184
End of year	75,331	51,326	52,907
Cash paid for:
Interest, net of amount capitalized	20,804	22,638	24,771
Income taxes, net	543	727	3,833
Significant non-cash investing and financing activities:
Retirement of fully depreciated assets	23,842	44,775	46,793
Reclassification of properties to assets held for sale	7,218	9,982	$ 11,257
Changes in property and equipment included in accounts payable		1,443
Monetization of, and subsequent reinvestment into, life insurance policies	$ 6,851	$ 7,972

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014
Current assets:
Cash and cash equivalents	$ 75,331	$ 51,326
Accounts receivable	5,287	4,861
Inventories:
Merchandise	12,861	12,924
China, silver and supplies	7,550	8,250
Income tax receivable		2,133
Deferred income taxes	(7)	3,397
Prepaid rent and other expenses	13,181	12,216
Assets held for sale	5,453	4,683
Total current assets	119,663	99,790
Property and equipment, net	752,174	794,846
Other assets	57,554	61,791
Total assets	929,391	956,427
Current liabilities:
Accounts payable	23,005	26,201
Accrued liabilities:
Taxes, other than income and payroll	11,067	11,221
Payroll and related costs	20,351	22,637
Insurance	7,633	5,962
Deferred revenue – gift cards	16,636	16,584
Rent and other	20,535	26,402
Current maturities of long-term debt, including capital leases	10,861	4,816
Income tax payable	1,069
Deferred income taxes, net	7
Total current liabilities	111,164	113,823
Long-term debt and capital leases, less current maturities	234,173	253,875
Deferred income taxes, net	1,442	3,500
Deferred escalating minimum rent	50,768	48,827
Other deferred liabilities	66,261	75,193
Total liabilities	$ 463,808	$ 495,218
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common stock, $0.01 par value; (authorized: 100,000 shares; issued: 2015 – 62,098 shares, 2014 – 61,442 shares)	$ 621	$ 614
Capital in excess of par value	83,870	76,269
Retained earnings	392,032	395,226
Deferred compensation liability payable in Company stock	681	622
Company stock held by Deferred Compensation Plan	(681)	(622)
Accumulated other comprehensive loss	(10,940)	(10,900)
	465,583	461,209
Total liabilities and shareholders' equity	$ 929,391	$ 956,427

XML

Note 10 - Share-based Employee Compensation

12 Months Ended

Jun. 02, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

10. Share-Based Employee Compensation

Preferred Stock

RTI is authorized, under its Certificate of Incorporation, to issue up to 250,000 shares of preferred stock with a par value of $0.01. These shares may be issued from time to time in one or more series. Each series will have dividend rates, rights of conversion and redemption, liquidation prices, and other terms or conditions as determined by the Board of Directors. No preferred shares have been issued as of June 2, 2015 and June 3, 2014.

The Ruby Tuesday, Inc. Stock Incentive Plan and the Ruby Tuesday, Inc. 1996 Stock Incentive Plan

A committee, appointed by the Board of Directors, administers the Ruby Tuesday, Inc. Stock Incentive Plan (“SIP”) and the Ruby Tuesday, Inc. 1996 Stock Incentive Plan (“1996 SIP”), and has full authority in its discretion to determine the key employees, officers, and non-employee directors to whom share-based incentives are granted and the terms and provisions of share-based incentives. Option grants under the SIP and 1996 SIP can have varying vesting provisions and exercise periods as determined by such committee. A majority of currently outstanding service-based stock options granted under the SIP and 1996 SIP vest within three years following the date of grant and expire seven years after the date of grant. All currently outstanding market-based stock options will cliff vest if the Company’s stock price appreciates to $14 per share for a period of 20 consecutive days by December 3, 2015. The SIP and 1996 SIP permit the committee to make awards of shares of common stock, awards of stock options or other derivative securities related to the value of the common stock, and certain cash awards to eligible persons. These discretionary awards may be made on an individual basis or for the benefit of a group of eligible persons. All options awarded under the SIP and 1996 SIP have been awarded with an exercise price equal to the fair market value at the time of grant.

At June 2, 2015, we had reserved a total of 4,327,000 shares of common stock for the SIP and 1996 SIP. Of the reserved shares at June 2, 2015, 2,203,000 were subject to options outstanding. Stock option exercises are settled with the issuance of new shares. Net shares of common stock available for issuance at June 2, 2015 were 2,124,000.

Chief Executive Officer Awards

On December 1, 2012, James J. Buettgen became President and CEO of the Company. In connection with Mr. Buettgen’s appointment as CEO, on December 3, 2012 he received an initial award of approximately 68,000 service-based restricted shares and 102,000 performance-based restricted shares. Pursuant to the terms of Mr. Buettgen’s employment agreement, the Company guaranteed the earning of the performance-based restricted shares as the greater of the target value of the award or based on the Company’s achievement of certain performance conditions related to fiscal 2013. During the first quarter of fiscal year 2014, the Executive Compensation Committee of the Board of Directors determined that the performance conditions were not achieved for 34,000 shares of restricted stock awarded to our President and CEO during fiscal year 2013, and these shares were cancelled and retired accordingly. Both the service-based and performance-based awards cliff vested on June 1, 2015.

In addition to the above, on December 3, 2012, Mr. Buettgen received a one-time make-whole equity award which was comprised of approximately 179,000 service-based restricted shares and 253,000 service-based stock options. The restricted shares also cliff vested on June 1, 2015. The stock options vest in three equal annual installments following the date of grant.

Finally, on that same date, Mr. Buettgen received a one-time high-performance and inducement award which was comprised of approximately 250,000 service-based restricted shares, 250,000 service-based stock options, and 250,000 market-based stock options. Similar to the previously mentioned awards, the restricted shares cliff vested on June 1, 2015 while the service-based stock options vest in three equal annual installments following the date of grant. The market-based stock options will cliff vest if and when the Company’s stock price appreciates to $14 per share for a period of 20 consecutive days within Mr. Buettgen’s first three years of employment.

Stock Options

The following table summarizes our stock option activity under these stock option plans (Stock Options and Aggregate Intrinsic Value are in thousands):

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Service-based vesting:
Balance at June 5, 2012		2,716		$	8.79
Granted		503			7.81
Exercised		(591	)		6.93
Cancellations and forfeitures		(717	)		11.03
Balance at June 4, 2013		1,911		$	8.27
Granted		601			9.34
Exercised		(244	)		6.45
Cancellations and forfeitures		(315	)		9.29
Balance at June 3, 2014		1,953		$	8.66
Granted		875			5.94
Exercised		(90	)		6.20
Cancellations and forfeitures		(297	)		8.65
Balance at June 2, 2015		2,441		$	7.78		4.39	$	223
Exercisable		1,288		$	8.55		3.19	$	2
Market-based vesting:
Balance at June 4, 2013		250		$	7.81
Granted		570			9.34
Cancellations and forfeitures		(85	)		9.34
Balance at June 3, 2014		735		$	8.82
Forfeited		(220	)		9.34
Balance at June 2, 2015		515		$	8.60		4.84	$	$ –
Exercisable		–		$	–		–	$	$ –

The aggregate intrinsic value represents the closing stock price as of June 2, 2015 less the strike price, multiplied by the number of stock options that have a strike price that is less than that closing stock price. The total intrinsic value of stock options exercised during fiscal years 2015, 2014, and 2013 was $0.1 million, $0.7 million, and $1.0 million, respectively.

At June 2, 2015, there was approximately $1.4 million of unrecognized pre-tax compensation expense related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 1.3 years. The total fair value at grant date of awards vested during fiscal years 2015, 2014, and 2013 totaled $1.9 million, $1.0 million, and $2.2 million, respectively.

The service-based stock options awarded in fiscal years 2015, 2014, and 2013 vest in equal annual installments over a three-year period following grant of the award, and have a maximum life of seven years. There are no performance-based vesting requirements associated with these stock options. During fiscal 2014, we granted 570,000 market-based stock options to certain employees under the terms of the SIP. The market-based stock options vest if a share of our common stock appreciates to $14 per share or more for a period of 20 consecutive trading days on or before December 3, 2015. The stock options have a maximum life of seven years.

The weighted average Black-Scholes grant date fair value for options awarded during fiscal years 2015, 2014, and 2013 was $2.27, $4.43, and $4.37 per share, respectively. The grant date fair values of unvested stock options are amortized over the respective vesting period of the awards unless a recipient becomes retirement eligible during the vesting period. For retirement eligible individuals, the grant date fair value of the award is amortized from the period of the date of grant through the date upon which the individual becomes retirement eligible. The weighted average assumptions used in our Black-Scholes option-pricing model are as follows:

	2015			2014			2013
Risk-free interest rate		1.48	%		1.17	%		0.62	%
Expected dividend yield		0	%		0	%		0	%
Expected stock price volatility		44.27	%		58.03	%		71.84	%
Expected life (in years)		4.50			4.50			4.50

As previously mentioned, we awarded 570,000 market-based stock options to certain employees during fiscal 2014 and 250,000 market-based stock options to our CEO during fiscal 2013. We estimated the grant date fair value of these awards at $2.42 and $2.14 per share, respectively, using the Monte-Carlo simulation model. The primary assumptions used in our Monte-Carlo simulation model are as follows:

	2014			2013
Risk-free interest rate		0.45	%		0.34	%
Expected dividend yield		0	%		0	%
Expected stock price volatility		42.86	%		46.71	%
Expected life (in years)		2.40			1.52

Restricted Stock

The following table summarizes the status of our restricted stock activity (in thousands, except per-share data):

	2015					2014					2013
	Shares			Weighted Average Fair Value		Shares			Weighted Average Fair Value		Shares			Weighted Average Fair Value
Performance-Based Vesting:
Unvested at beginning of year		68		$	7.81		356		$	7.06		423		$	7.75
Granted		–			–		–			–		344			6.99
Vested		(68	)		7.81		(18	)		7.87		(89	)		7.31
Forfeited		–			–		(270	)		6.81		(322	)		7.82
Unvested at end of year		–		$	–		68		$	7.81		356		$	7.06
Service-Based Vesting:
Unvested at beginning of year		1,008		$	8.11		1,136		$	7.92		797		$	8.37
Granted		629			6.03		423			8.83		795			7.47
Vested		(780	)		7.69		(411	)		8.10		(340	)		7.56
Forfeited		(54	)		6.84		(140	)		8.76		(116	)		8.92
Unvested at end of year		803		$	6.98		1,008		$	8.11		1,136		$	7.92

The fair value of restricted share awards is based on the closing price of our common stock on the date prior to the grant date. The total intrinsic value of restricted shares vesting during fiscal years 2015, 2014, and 2013 was $5.4 million, $3.4 million, and $2.9 million, respectively. At June 2, 2015, unrecognized compensation expense related to restricted stock grants expected to vest totaled $2.5 million and will be recognized over a weighted average vesting period of 1.4 years.

Aside from the previously discussed December 1, 2012 inducement awards to our CEO, during fiscal years 2015, 2014, and 2013, we granted to certain employees under the terms of the SIP and 1996 SIP 402,000, 189,000, and 235,000, respectively, service-based restricted shares which cliff vest 2.5 years following the grant date, and 118,000, 174,000, and zero, respectively, service-based restricted shares which vest in three equal installments over a three-year period following the grant date. Additionally, during fiscal year 2013 we granted 242,000 performance-based restricted shares of our common stock to certain employees under the terms of the SIP and 1996 SIP. Vesting of the performance-based restricted shares was contingent upon the Company’s achievement of certain performance conditions related to fiscal year 2013. The Executive Compensation Committee of the Board of Directors determined during the first quarter of fiscal year 2014 that the performance conditions for the fiscal year 2013 performance-based awards were not achieved, and as a result the 242,000 performance-based shares were cancelled and returned to the pool of shares available for grant under the SIP and 1996 SIP.

During fiscal years 2015, 2014, and 2013, we granted 109,000, 60,000, and 63,000 restricted shares, respectively, to non-employee directors. The shares cliff vest over a one year period following the grant of the award.

Included within Selling, general, and administrative, net in our Consolidated Statements of Operations and Comprehensive Loss is share-based compensation expense of $7.1 million, $7.6 million, and $4.5 million for the fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013, respectively.

As discussed further in Note 8 to the Consolidated Financial Statements, various management personnel left the Company during fiscal years 2015 and 2014. Several of these individuals held share-based compensation awards at the times of their separations, and these awards were either vested or forfeited in accordance with the terms of the original awards.

Included within share-based compensation expense for fiscal years 2015 and 2014 were charges of $0.2 million and $0.3 million, respectively, representing the incremental costs resulting from accelerated vesting, net of forfeitures, primarily related to departure of certain employees.

XML

Schedule II - Valuation and Qualifying Accounts (Details) - Movement in Valuation Allowances and Reserves - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Allowance for Doubtful Notes
Balance at beginning of period		$ 259	$ 41
Charged/credited to costs and expenses	$ (2)	307	259
Charged/credited to other accounts			(20)
Write-offs	$ 2	$ (566)	(21)
Balance at end of period			$ 259

XML

Note 15 - Supplemental Quarterly Financial Data (Unaudited) (Details) - Quarterly Financial Results - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended												12 Months Ended
		Jun. 02, 2015	Mar. 03, 2015	Dec. 02, 2014	Sep. 02, 2014	Jun. 03, 2014		Mar. 04, 2014		Dec. 03, 2013		Sep. 03, 2013		Jun. 02, 2015	Jun. 03, 2014		Jun. 04, 2013
Quarterly Financial Results [Abstract]
Revenues		$ 296,812	$ 285,913	$ 262,659	$ 281,182	$ 307,311		$ 295,552		$ 276,209		$ 289,674		$ 1,126,566	$ 1,168,746		$ 1,251,487
Gross profit*	[1]	56,392	49,909	36,952	50,394	58,136		49,060		35,734		39,469		193,647	182,399
(Loss)/income from continuing operations before income taxes		5,713	(881)	(9,868)	(69)	2,324		(8,200)		(36,647)		(27,052)		(5,105)	(69,575)		(21,934)
(Benefit)/provision for income taxes from continuing operations		1,430	(112)	(595)	(2,634)	3,205		(807)		(1,910)		(5,153)		(1,911)	(4,665)		1,500
Loss from continuing operations						(881)		(7,393)		(34,737)		(21,899)		(3,194)	(64,910)		(23,434)
(Loss)/income from discontinued operations, net of tax						467		86		354		(343)			564		(15,979)
Net income/(loss)		$ 4,283	$ (769)	$ (9,273)	$ 2,565	$ (414)		$ (7,307)		$ (34,383)		$ (22,242)		$ (3,194)	$ (64,346)		$ (39,413)
Basic loss per share:
Loss from continuing operations ** (in Dollars per share)						$ (0.01)	[2]	$ (0.12)	[2]	$ (0.58)	[2]	$ (0.36)	[2]	$ (0.05)	$ (1.08)	[2]	$ (0.38)
(Loss)/income from discontinued operations ** (in Dollars per share)						0.00	[2]	0.00	[2]	0.01	[2]	(0.01)	[2]	0	0.01	[2]	(0.27)
Diluted loss per share:
Loss from continuing operations ** (in Dollars per share)						(0.01)	[2]	(0.12)	[2]	(0.58)	[2]	(0.36)	[2]	(0.05)	(1.08)	[2]	(0.38)
(Loss)/income from discontinued operations ** (in Dollars per share)						0.00	[2]	0.00	[2]	0.01	[2]	(0.01)	[2]	0	0.01	[2]	(0.27)
Basic loss per share:
Net income/(loss) per share (in Dollars per share)		$ 0.07	$ (0.01)	$ (0.15)	$ 0.04	(0.01)		(0.12)		(0.57)		(0.37)		(0.05)	(1.07)		(0.65)
Diluted loss per share:
Net income/(loss) per share (in Dollars per share)		$ 0.07	$ (0.01)	$ (0.15)	$ 0.04	$ (0.01)		$ (0.12)		$ (0.57)		$ (0.37)		$ (0.05)	$ (1.07)		$ (0.65)

[1] We define gross profit as revenue less cost of goods sold, payroll and related costs, and other restaurant operating costs.

[2] The sum of the quarterly income/(loss) per share does not equal the reported annual amount as each is computed independently based upon the weighted average number of shares outstanding for the period.

XML

Document And Entity Information - USD ($)	12 Months Ended
	Jun. 02, 2015	Aug. 05, 2015	Dec. 02, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	RUBY TUESDAY INC
Trading Symbol	RT
Document Type	10-K
Current Fiscal Year End Date	--06-02
Entity Common Stock, Shares Outstanding		61,959,543
Entity Public Float			$ 496,576,064
Amendment Flag	false
Entity Central Index Key	0000068270
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 02, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY

XML

Note 11 - Segment Reporting

12 Months Ended

Jun. 02, 2015

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

11.  Segment Reporting

Financial results by reportable segment for fiscal years 2015, 2014, and 2013 are as follows (in thousands):

	Fiscal Year
	2015			2014			2013
Revenues:
Ruby Tuesday concept	$	1,106,304		$	1,147,348		$	1,234,730
Lime Fresh concept		20,262			21,398			16,757
Total revenues	$	1,126,566		$	1,168,746		$	1,251,487
Segment profit/(loss):
Ruby Tuesday concept	$	116,408		$	69,543		$	111,367
Lime Fresh concept		(2,630	)		(6,070	)		(10,204	)
Total segment profit	$	113,778		$	63,473		$	101,163
Depreciation and amortization:
Ruby Tuesday concept	$	48,552		$	52,990		$	57,900
Lime Fresh concept		1,687			2,007			2,196
Support center and other		2,152			2,350			2,302
Total depreciation and amortization	$	52,391		$	57,347		$	62,398
Closures and impairments, net:
Ruby Tuesday concept	$	6,940		$	27,617		$	6,421
Lime Fresh concept		3,078			5,214			8,144
Support center and other		524			–			91
Total closures and impairments, net	$	10,542		$	32,831		$	14,656
Capital expenditures:
Ruby Tuesday concept	$	29,509		$	24,553		$	22,609
Lime Fresh concept		1,293			2,742			10,036
Support center and other		208			1,044			4,472
Total capital expenditures	$	31,010		$	28,339		$	37,117
Total assets:
Ruby Tuesday concept	$	787,214		$	824,293		$	893,750
Lime Fresh concept		10,839			15,203			18,943
Support center and other		131,338			116,931			130,490
Total assets	$	929,391		$	956,427		$	1,043,183

The following is a reconciliation of segment profit to loss from continuing operations before taxes for fiscal years 2015, 2014, and 2013 (in thousands):

	2015			2014			2013
Segment profit	$	113,778		$	63,473		$	101,163
Less:
Depreciation and amortization		(52,391	)		(57,347	)		(62,398	)
Unallocated general and administrative expenses		(42,710	)		(47,946	)		(18,026	)
Preopening expenses		(290	)		(395	)		(761	)
Goodwill and trademark impairments		–			(855	)		(14,058	)
Interest expense, net		(22,735	)		(24,945	)		(26,576	)
Other expense, net		(757	)		(1,560	)		(1,278	)
Loss from continuing operations before income taxes	$	(5,105	)	$	(69,575	)	$	(21,934	)

XML

Note 10 - Share-based Employee Compensation (Details) - Summary of Restricted Stock Activity - $ / shares shares in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Restricted Stock, Performance-based [Member]
Performance-Based Vesting:
Restricted Stock, Beginning of Year	68	356	423
Weighted Average Grant-Date Fair Value, Beginning of Year	$ 7.81	$ 7.06	$ 7.75
Restricted Stock, Granted			344
Weighted Average Grant-Date Fair Value, Granted			$ 6.99
Restricted Stock, Vested	(68)	(18)	(89)
Weighted Average Grant-Date Fair Value, Vested	$ 7.81	$ 7.87	$ 7.31
Restricted Stock, Forfeited		(270)	(322)
Weighted Average Grant-Date Fair Value, Forfeited		$ 6.81	$ 7.82
Restricted Stock, End of Year		68	356
Weighted Average Grant-Date Fair Value, End of Year		$ 7.81	$ 7.06
Restricted Stock, Service-based [Member]
Performance-Based Vesting:
Restricted Stock, Beginning of Year	1,008	1,136	797
Weighted Average Grant-Date Fair Value, Beginning of Year	$ 8.11	$ 7.92	$ 8.37
Restricted Stock, Granted	629	423	795
Weighted Average Grant-Date Fair Value, Granted	$ 6.03	$ 8.83	$ 7.47
Restricted Stock, Vested	(780)	(411)	(340)
Weighted Average Grant-Date Fair Value, Vested	$ 7.69	$ 8.10	$ 7.56
Restricted Stock, Forfeited	(54)	(140)	(116)
Weighted Average Grant-Date Fair Value, Forfeited	$ 6.84	$ 8.76	$ 8.92
Restricted Stock, End of Year	803	1,008	1,136
Weighted Average Grant-Date Fair Value, End of Year	$ 6.98	$ 8.11	$ 7.92

XML

Note 14 – Supplemental Condensed Consolidating Financial Statements (Details) - Condensed Consolidating Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	$ 54,911	$ 45,375	$ 35,954
Investing activities:
Purchases of property and equipment	(31,010)	(28,339)	(37,117)
Proceeds from sale-leaseback transactions, net		5,637	51,765
Proceeds from disposal of assets	11,260	15,526	6,997
Other, net	2,253	973	468
Net cash used by investing activities	(17,497)	(6,203)	22,113
Financing activities:
Principal payments on long-term debt	(13,638)	(40,232)	(27,180)
Stock repurchases	(73)	(579)	(30,278)
Payments for debt issuance costs	(293)	(1,802)	(358)
Proceeds from exercise of stock options	556	1,576	4,090
Excess tax benefits from share-based compensation	39	284	382
Net cash used by financing activities	(13,409)	(40,753)	(53,344)
Increase (Decrease) in cash and cash equivalents	24,005	(1,581)	4,723
Cash and cash equivalents:
Beginning of year	51,326	52,907	48,184
End of year	75,331	51,326	52,907
Parent Company [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	63,076	5,854	34,877
Investing activities:
Purchases of property and equipment	(23,326)	(21,132)	(31,531)
Proceeds from sale-leaseback transactions, net		5,637	51,765
Proceeds from disposal of assets	10,213	14,503	4,421
Other, net	2,118	973	468
Net cash used by investing activities	(10,995)	(19)	25,123
Financing activities:
Principal payments on long-term debt	4	(20,019)	(14,514)
Stock repurchases	(73)	(579)	(30,278)
Payments for debt issuance costs	(293)	(1,802)	(358)
Proceeds from exercise of stock options	556	1,576	4,090
Excess tax benefits from share-based compensation	39	284	382
Intercompany transactions	(28,292)	13,082	(14,673)
Net cash used by financing activities	(28,059)	(7,458)	(55,351)
Increase (Decrease) in cash and cash equivalents	24,022	(1,623)	4,649
Cash and cash equivalents:
Beginning of year	51,012	52,635	47,986
End of year	75,034	51,012	52,635
Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	77,717	57,064	89,925
Investing activities:
Purchases of property and equipment	(7,684)	(7,207)	(5,586)
Proceeds from disposal of assets	1,047	1,023	2,576
Other, net	135
Net cash used by investing activities	(6,502)	(6,184)	(3,010)
Financing activities:
Principal payments on long-term debt	(13,642)	(20,213)	(12,666)
Intercompany transactions	(57,590)	(30,625)	(74,175)
Net cash used by financing activities	(71,232)	(50,838)	(86,841)
Increase (Decrease) in cash and cash equivalents	(17)	42	74
Cash and cash equivalents:
Beginning of year	314	272	198
End of year	297	314	272
Consolidation, Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	(85,882)	(17,543)	(88,848)
Financing activities:
Intercompany transactions	85,882	17,543	88,848
Net cash used by financing activities	85,882	$ 17,543	$ 88,848
Cash and cash equivalents:
End of year	$ 0

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands	Jun. 02, 2015	Jun. 03, 2014
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, authorized	100,000	100,000
Common stock, issued	62,098	61,442

XML

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions

12 Months Ended

Jun. 02, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

5. Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-Leaseback Transactions

Property and equipment, net, is comprised of the following (in thousands):

	2015		2014
Land	$	212,073	$	214,277
Buildings		426,813		430,988
Improvements		358,549		365,599
Restaurant equipment		247,775		248,852
Other equipment		87,782		84,876
Surplus properties*		10,504		18,351
Construction in progress and other		4,316		3,895
		1,347,812		1,366,838
Less accumulated depreciation		595,638		571,992
	$	752,174	$	794,846

* Surplus properties represent assets held for sale that are not classified as such in the Consolidated Balance Sheets as we do not expect to sell these assets within the next 12 months. These assets primarily consist of parcels of land upon which we have no intention to build restaurants, closed properties which include a building, and liquor licenses not needed for operations.

Included within the current assets section of our Consolidated Balance Sheets at June 2, 2015 and June 3, 2014 are amounts classified as assets held for sale totaling $5.5 million and $4.7 million, respectively. Assets held for sale primarily consist of parcels of land upon which we have no intention to build restaurants, land and buildings of closed restaurants, and various liquor licenses. In addition to operating restaurants sold and leased back, as discussed below, during fiscal years 2015, 2014, and 2013 we sold surplus properties with carrying values of $9.5 million, $14.0 million, and $6.4 million, respectively, at net gains of $1.7 million, $1.5 million, and $0.6 million, respectively. Cash proceeds, net of broker fees, from these sales totaled $11.2 million, $15.4 million, and $7.0 million, respectively.

During the fiscal years ended June 3, 2014 and June 4, 2013, we completed sale-leaseback transactions of the land and building for three and 24 Company-owned Ruby Tuesday concept restaurants, respectively, for gross cash proceeds of $5.9 million and $54.4 million, respectively, exclusive of transaction costs of approximately $0.3 million and $2.6 million, respectively. Equipment was not included. The carrying value of the properties sold was $4.8 million and $41.4 million, respectively. The leases have been classified as operating leases and have initial terms of 15 years, with renewal options of up to 20 years. Net proceeds from the sale-leaseback transactions were used for general corporate purposes, including capital expenditures, debt payments, and the repurchase of shares of our common stock.

We realized gains during fiscal years 2014 and 2013 on the sale-leaseback transactions of $0.8 million and $10.4 million, respectively, which have been deferred and are being recognized on a straight-line basis over the initial terms of the leases. The current portion of the deferred gains on all sale-leaseback transactions to date was $1.1 million as of both June 2, 2015 and June 3, 2014, and is included in Accrued liabilities – Rent and other in our Consolidated Balance Sheets. The long-term portion of the deferred gains on all sale-leaseback transactions to date was $11.9 million and $13.0 million as of June 2, 2015 and June 3, 2014, respectively, and is included in Other deferred liabilities in our Consolidated Balance Sheets. Amortization of the deferred gains of $1.1 million, $1.1 million, and $0.8 million is included within Other restaurant operating costs in our Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013, respectively.

The following is a schedule by year of future minimum lease payments under operating leases that have initial lease terms in excess of one year as of June 2, 2015 (in thousands):

2016	$	48,974
2017		46,198
2018		44,055
2019		41,327
2020		38,041
Subsequent years		457,607
Total minimum lease payments	$	676,202

The amounts included in the table above include lease payments for certain optional renewal periods for which exercise is considered reasonably assured as well as operating leases totaling $3.0 million as discussed below for which sublease income from franchisees or others is expected.

The following schedule shows the future minimum sub-lease payments contractually due from franchisees and others for the next five years and thereafter under noncancelable sub-lease agreements (in thousands):

	Franchisees		Others		Total
2016	$	247	$	493	$	740
2017		247		352		599
2018		247		276		523
2019		208		182		390
2020		27		182		209
Subsequent years		–		565		565
Total minimum sub-lease payments	$	976	$	2,050	$	3,026

The following table summarizes our minimum and contingent rent expense and our sublease rental income under our operating leases (in thousands):

	2015			2014			2013
Included within continuing operations
Minimum rent	$	50,489		$	52,774		$	51,398
Contingent rent		745			430			472
		51,234			53,204			51,870
Sublease rental income		(504	)		(409	)		(357	)
	$	50,730		$	52,795		$	51,513
Included within discontinued operations				$	–		$	546

The amounts shown for fiscal years 2015, 2014, and 2013 above exclude rent expense of $1.2 million, $5.7 million, and $2.0 million, respectively, relating to lease reserves established for closed restaurants or dead sites, which is included within Closures and impairments expense in our Consolidated Statements of Operations and Comprehensive Loss.

XML

Note 4 - Accounts Receivable

12 Months Ended

Jun. 02, 2015

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

4. Accounts Receivable

Accounts receivable consist of the following (in thousands):

	2015		2014
Rebates receivable	$	943	$	930
Amounts due from franchisees		1,995		1,281
Third-party gift card sales		1,330		1,636
Other receivables		1,019		1,014
	$	5,287	$	4,861

We negotiate purchase arrangements, including price terms, with designated and approved suppliers on behalf of us and our franchise system. We receive various volume discounts and rebates based on purchases for our Company-owned restaurants from numerous suppliers.

Amounts due from franchisees consist of royalties, license and other miscellaneous fees, a substantial portion of which represents current and recently-invoiced billings.

XML

Note 16 - Subsequent Events

12 Months Ended

Jun. 02, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

16. Subsequent Events

Prepayment of mortgage loan obligations

On July 9, 2015, we prepaid and retired ten mortgage loan obligations with an aggregate June 2, 2015 balance of $8.3 million using cash on hand. Additionally, we paid $0.9 million in prepayment premiums and an insignificant amount of accrued interest in connection with the retirement of these obligations. The prepayment of this debt eliminated one mortgage lender and allowed for the release of 26 properties which had served as collateral.

XML

Note 12 - Commitments and Contingencies

12 Months Ended

Jun. 02, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

12. Commitments and Contingencies

Litigation

We are presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of business. We provide reserves for such claims when payment is probable and estimable in accordance with GAAP. At this time, in the opinion of management, the ultimate resolution of pending legal proceedings, including the matter referred to below, will not have a material adverse effect on our operations, financial position, or cash flows.

On July 23, 2014, a case styled Kimberly LaFrance, et al. v. Ruby Tuesday, Inc., was filed against the Company in the State of New York Supreme Court, County of Onondaga on behalf of the plaintiff and all other similarly situated individuals.  The plaintiff is alleging violations of certain wage notice requirements under New York law and is seeking wages, liquidated damages and attorneys’ fees.  The matter has been removed to the United States District Court for the Northern District of New York.  On November 20, 2014, we filed a motion to dismiss, which was followed by motions filed by the plaintiff on December 29, 2014, for class certification, and on December 31, 2014, for partial summary judgment.  The parties agreed to mediate the case, and on March 5, 2015, the court stayed all deadlines in the matter pending the completion of mediation.  On August 5, 2015, the parties agreed to resolve the matter, but the agreement requires court approval and will take several months to finalize. We believe that we have accrued an appropriate amount based on the agreement in principle.

Insurance Programs
We are currently self-insured for a portion of our expected workers’ compensation, employment practices liability, general liability, and automobile liability losses (collectively, “casualty losses”) as well as property losses and certain other insurable risks. To mitigate the cost of our exposures for certain property and casualty losses, we make annual decisions to either retain the risks of loss up to a certain maximum per occurrence, aggregate loss limits negotiated with our insurance carriers, or fully insure those risks. We are also self-insured for healthcare claims for eligible participating employees subject to certain deductibles and limitations. We have accounted for our retained liabilities for casualty losses and healthcare claims, including reported and incurred but not reported claims, based on information provided by third-party actuaries. At June 2, 2015, we were committed under letters of credit totaling $12.5 million issued primarily in connection with our workers’ compensation and casualty insurance programs.

Purchase Commitments

We have minimum purchase commitments with various vendors. Outstanding commitments as of June 2, 2015 were approximately $82.8 million. These obligations consist of supplies, advertising, utility contracts, and various types of meat, beverages, and other food products, which are an integral part of our business operations.

XML

Note 13 – Fair Value Measurements (Details) - Fair Values of Financial Assets and Liabilities Measured on a Recurring Basis - Fair Value, Inputs, Level 1 [Member] - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014
Note 13 – Fair Value Measurements (Details) - Fair Values of Financial Assets and Liabilities Measured on a Recurring Basis [Line Items]
Deferred compensation plan – Assets	$ 8,017	$ 8,930
Deferred compensation plan – Liabilities	$ (8,017)	$ (8,930)

XML

Note 8 - Employee Post-employment Benefits

12 Months Ended

Jun. 02, 2015

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

8. Employee Post-Employment Benefits

In April 2015, the FASB issued ASU 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”). The guidance permits entities with a fiscal year-end that does not coincide with a month-end to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and to apply that practical expedient consistently from year to year. ASU 2015-04 is to be applied on a prospective basis and to all plans if an entity has more than one plan. The guidance is effective for the annual periods beginning after December 15, 2015, and for interim periods within those fiscal years (our fiscal year 2016). Early application of this guidance is permitted, and we early adopted ASU 2015-04 during the fourth quarter of our fiscal year 2015. As a result of our early adoption, the date used to measure our fiscal year 2015 plan assets and obligations for all plans was May 31, 2015. The adoption of ASU 2015-04 did not have a significant impact on our Consolidated Financial Statements.

Pension and Postretirement Medical and Life Benefits

We sponsor three defined benefit pension plans for active employees and offer certain postretirement benefits for retirees. A summary of each of these is presented below.

Retirement Plan
RTI sponsors the Morrison Restaurants Inc. Retirement Plan (the "Retirement Plan"). Effective December 31, 1987, the Retirement Plan was amended so that no additional benefits would accrue and no new participants could enter the Retirement Plan after that date. Participants receive benefits based upon salary and length of service.

Minimum funding for the Retirement Plan is determined in accordance with the guidelines set forth in employee benefit and tax laws. From time to time we may contribute additional amounts as we deem appropriate. We estimate that we will be required to make contributions totaling $0.2 million to the Retirement Plan in fiscal year 2016.

The Retirement Plan’s assets are held in a trust and were allocated as follows on the measurement dates:

	2015						2014
	Target Allocation			Actual Allocation			Target Allocation			Actual Allocation
Equity securities		39-69	%		58	%		60-80	%		71	%
Fixed income securities		12-42	%		23	%		20-40	%		22	%
Public real estate investment trusts		0-10	%		5	%		0-10	%		4	%
Cash and cash equivalents		0-20	%		1	%		0	%		2	%
Other		0-24	%		13	%		0-10	%		1	%
Total					100	%					100	%

The Retirement Plan fiduciaries set investment policies and strategies for the Retirement Plan’s trust. The overall investment objective is to invest the Retirement Plan’s assets in a structure designed to produce returns, over a long-term horizon (greater than 10 years), that meets the actuarially assumed rate of return. The Retirement Plan’s fiduciaries oversee the investment allocation process, which includes selecting investment managers, commissioning periodic asset-liability studies, setting long-term strategic targets, and monitoring asset allocations. Target allocation ranges are guidelines, not limitations, and occasionally the Retirement Plan’s fiduciaries will approve allocations above or below a target range. In fiscal year 2015, we changed our target allocation to reduce the Retirement Plan’s exposure to equity securities risk. The target allocation percentages presented above reflect an objective focused on capital appreciation with a secondary focus on current income through a higher allocation to equities than fixed income, and where appropriate, other asset classes.

Under the terms of the investment policy statement, plan assets are comprised of two major classes: equity and fixed income securities. The goal of the equity portfolio is to produce a total return that will provide a hedge against inflation. Equity securities can include both domestic and international securities with a long-term strategic target to maintain an equity allocation of approximately 54% of the total market value of plan assets.

The goal of the fixed income portfolio is to reduce the overall volatility of the Retirement Plan, provide a stable stream of income, and provide a hedge against deflation without exposure to excessive interest rate or credit rate risk. Fixed income securities should be primarily U.S. Treasury or Government Agency securities and investment-grade corporate bonds at the time of purchase with a long-term strategic target to maintain a fixed income allocation of approximately 27% of the total market value of plan assets.

Aside from equity and fixed income securities, the trust may also invest in alternative investments, such as public real estate investment trusts and mutual funds investing in hedge funds and commodities, with a long-term strategic target to maintain an allocation of approximately 19% of the total market value of plan assets.

The fair values of assets held by the Retirement Plan by asset category are as follows (in thousands):

	2015			2014
Level 2:
Cash and cash equivalents	$	78		$	108
Level 1:
Equity securities
U.S.-based companies		2,701			3,798
International-based companies		1,277			1,161
Fixed income securities		1,584			1,546
Public real estate investment trusts		328			303
Other		883			104
Fair value of plan assets as of measurement date	$	6,851		$	7,020
Benefit payments after measurement date		(65	)		–
Total assets reported as of fiscal year end	$	6,786		$	7,020

Executive Supplemental Pension Plan and Management Retirement Plan
Under these unfunded defined benefit pension plans, eligible employees earn supplemental retirement income based upon salary and length of service, reduced by social security benefits and amounts otherwise receivable under other specified Company retirement plans. Effective June 1, 2001, the Management Retirement Plan was amended so that no additional benefits would accrue and no new participants could enter the plan after that date.

On November 30, 2012, Samuel E. Beall, III, our former Chief Executive Officer (“CEO”), stepped down from management and the Board of Directors. Mr. Beall was paid a lump-sum pension payment of $8.1 million on June 4, 2013. Additionally, we recorded a pre-tax curtailment expense of $2.5 million during fiscal year 2013 representing the recognition of a pro rata portion (calculated as the percentage reduction in the projected benefit obligation due to Mr. Beall’s lump-sum pension payment on June 4, 2013) of the unrecognized loss recorded within accumulated other comprehensive loss.

Although considered to be unfunded, we own whole-life insurance contracts in order to provide a source of funding for benefits due under the terms of the Executive Supplemental Pension Plan and the Management Retirement Plan. Benefits payable under these two plans are paid from a rabbi trust which holds the insurance contracts. We will on occasion contribute additional amounts into the rabbi trust in the event of a liquidity shortfall. We currently project that benefit payments from the rabbi trust for these two plans will approximate $3.2 million in fiscal year 2016.

Postretirement Medical and Life Benefits
Our Postretirement Medical and Life Benefits plans provide medical benefits to substantially all retired employees and life insurance benefits to certain retirees. The medical plan requires retiree cost sharing provisions that are more substantial for employees who retire after January 1, 1990.

The following tables detail the components of net periodic benefit cost for the Retirement Plan, Management Retirement Plan, and the Executive Supplemental Pension Plan (collectively, the "Pension Plans") and the Postretirement Medical and Life Benefits plans, which is recorded as a component of Selling, general, and administrative expense, net in our Consolidated Statements of Operations and Comprehensive Loss (in thousands):

	Pension Plans
	2015			2014			2013
Service cost	$	301		$	356		$	460
Interest cost		1,773			1,737			2,100
Expected return on plan assets		(498	)		(444	)		(409	)
Amortization of prior service cost (a)		1			1			106
Recognized actuarial loss		1,718			1,711			2,259
Curtailment expense		–			–			2,481
Net periodic benefit cost	$	3,295		$	3,361		$	6,997

	Postretirement Medical and Life Benefits
	2015		2014			2013
Service cost	$	4	$	13		$	11
Interest cost		46		67			60
Amortization of prior service cost (a)		–		(46	)		(56	)
Recognized actuarial loss		134		244			214
Net periodic benefit cost	$	184	$	278		$	229

(a) Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.

The following table details changes in the amounts recognized in accumulated other comprehensive loss in our 2015 and 2014 Consolidated Financial Statements for the Pension Plans and the Postretirement Medical and Life Benefits plans (in thousands):

	Pension Plans						Postretirement Medical and Life Benefits
	2015			2014			2015			2014
Beginning of year	$	(17,086	)	$	(16,419	)	$	(1,017	)	$	(1,729	)
Net actuarial loss/(gain)		(1,782	)		(2,379	)		(111	)		514
Amortization of prior service (cost)/credit		1			1			–			(46	)
Amortization of actuarial gain		1,718			1,711			134			244
End of year	$	(17,149	)	$	(17,086	)	$	(994	)	$	(1,017	)

The change in benefit obligation and plan assets and reconciliation of funded status is as follows (in thousands):

	Pension Plans						Postretirement Medical and Life Benefits
	2015			2014			2015			2014
Change in benefit obligation:
Beginning projected benefit obligation	$	42,774		$	40,308		$	1,376		$	1,896
Service cost		301			356			4			13
Interest cost		1,773			1,737			46			67
Plan participant contributions		–			–			78			91
Actuarial loss/(gain)		1,620			2,736			111			(514	)
Benefits paid		(2,625	)		(2,363	)		(211	)		(177	)
Benefit obligation at end of year	$	43,843		$	42,774		$	1,404		$	1,376
Change in plan assets:
Beginning fair value of plan assets	$	7,020		$	6,506			–			–
Actual return on plan assets		336			800			–			–
Employer contributions		2,055			2,077			133			86
Plan participant contributions		–			–			78			91
Benefits paid		(2,625	)		(2,363	)		(211	)		(177	)
Fair value of plan assets at end of year	$	6,786		$	7,020			–			–
Funded status at end of year	$	(37,057	)*	$	(35,754	)*	$	(1,404	)	$	(1,376	)
Amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities – payroll and related costs	$	(3,185	)	$	(3,277	)	$	(137	)	$	(128	)
Other deferred liabilities		(33,872	)		(32,477	)		(1,267	)		(1,248	)
Net amount recognized at year-end	$	(37,057	)	$	(35,754	)	$	(1,404	)	$	(1,376	)
Amounts recognized in accumulated other comprehensive loss:
Prior service cost	$	(1	)	$	(2	)		–			–
Net actuarial loss		(17,148	)		(17,084	)		(994	)		(1,017	)
Total amount recognized	$	(17,149	)	$	(17,086	)	$	(994	)	$	(1,017	)

* The funded status reflected above includes the liabilities attributable to all of the Pension Plans but only the assets of the Retirement Plan as the other plans are not considered funded for Employee Retirement Income Security Act purposes. To provide a source for the payment of benefits under the Executive Supplemental Pension Plan and the Management Retirement Plan, we own whole-life insurance contracts on some of the participants. The cash value of these policies, which are included within the Other Assets caption in our Consolidated Balance Sheets, was $29.5 million and $29.7 million at June 2, 2015 and June 3, 2014, respectively. In addition, we held in trust a negligible amount and $0.2 million of cash and cash equivalents as of June 2, 2015 and June 3, 2014, respectively, relating to these policies. We maintain a rabbi trust to hold the policies and death benefits as they are received.

During fiscal years 2015, 2014, and 2013, we reclassified the following items out of accumulated other comprehensive loss and into Pension and Postretirement Medical and Life Benefits expense, which is included in Selling, general and administrative, net within our Consolidated Statements of Operations and Comprehensive Loss, as follows (in thousands):

	2015		2014			2013
Recognized actuarial loss	$	1,852	$	1,955		$	2,473
Amortization of prior service cost/(credit)		1		(46	)		50
Curtailment expense		–		–			2,481
		1,853		1,909			5,004
Income taxes		–		–			(1,986	)
Pension reclassification, net of tax	$	1,853	$	1,909		$	3,018

The estimated prior service cost for the Pension and the Postretirement Medical and Life Benefits plans that will amortized from accumulated other comprehensive income into net periodic pension cost in fiscal year 2016 is insignificant. The estimated net loss for the Pension and the Postretirement Medical and Life Benefits plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost in fiscal year 2016 is $2.0 million.

Additional measurement date information for the Pension and Postretirement Medical and Life Benefits plans which have benefit obligations in excess of plan assets (in thousands):

	Pension Plans						Postretirement Medical and Life Benefits
	June 2, 2015		June 3, 2014		June 2, 2015		June 3, 2014
Projected benefit obligation	$	43,843	$	42,774	$	1,404	$	1,376
Accumulated benefit obligation		43,518		42,002		1,404		1,376
Fair value of plan assets		6,786		7,020		–		–

The weighted average assumptions used to determine the net periodic benefit cost for fiscal years are set forth below:

	Pension Plans
	2015			2014			2013
Discount rate		4.4	%		4.5	%		4.5	%
Expected return on plan assets		7.0	%		7.0	%		7.3	%
Rate of compensation increase		2.0	%		2.0	%		2.0	%

	Postretirement Medical and Life Benefits
	2015			2014			2013
Discount rate		3.5	%		3.7	%		3.9	%
Rate of compensation increase		2.0	%		2.0	%		2.0	%

Our estimated long-term rate of return on plan assets represents the weighted average of expected future returns on the asset categories included in our target investment allocation based primarily on the historical returns for each asset category, adjusted for an assessment of current market conditions.

The weighted average assumptions used to determine benefit obligations at the measurement dates are set forth below:

	Pension Plans
	2015			2014
Discount rate		4.2	%		4.4	%
Rate of compensation increase		2.0	%		2.0	%

	Postretirement Medical and Life Benefits
	2015			2014
Discount rate		3.6	%		3.5	%
Rate of compensation increase		2.0	%		2.0	%

We currently are assuming a gross medical trend rate of 7.0% for fiscal 2016. We expect this rate to decrease approximately 0.25% per year for an ultimate trend rate of 5.0% in fiscal 2024. A change in this rate of 1.0% would have no significant impact on our net periodic postretirement benefit expense or our accrued postretirement benefits liability.

The benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are set forth below (in thousands):

	Pension Plans		Postretirement Medical and Life Benefits
2016	$	3,911	$	137
2017		2,425		132
2018		2,368		147
2019		2,318		129
2020		2,276		122
2021-2025		20,126		568

Expected benefits are estimated based on the same assumptions used to measure our benefit obligation on our measurement date of May 31, 2015 and, where applicable, include benefits attributable to estimated further employee service.

Defined Contribution Plans

We sponsor two defined contribution plans for active employees, as summarized below.

Salary Deferral Plan
RTI offers certain employees a 401(k) plan called the Ruby Tuesday, Inc. Salary Deferral Plan (“401(k) Plan”). We make matching contributions to the 401(k) Plan based on each eligible employee's pre-tax contribution and years of service. We match in cash each fiscal quarter a specified percentage of the participating employee's first 6% of pre-tax contribution based on achievement of a same-restaurant sales performance factor. Company matches do not vest until the employees have worked for us three years. Given that the Company did not achieve the 2015, 2014, or 2013 same-restaurant sales performance factor in order for there to be an employer match, we had no expense related to the 401(k) Plan for fiscal years 2015, 2014, or 2013.

Deferred Compensation Plan
On January 5, 2005, our Board of Directors approved the adoption of the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (the “Deferred Compensation Plan”), effective as of January 1, 2005, and froze the existing deferred compensation plan, the Ruby Tuesday, Inc. Restated Deferred Compensation Plan (the “Predecessor Plan”), effective as of December 31, 2004, in order to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, enacted as part of the American Jobs Creation Act of 2004.

Like the Predecessor Plan, the Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan for eligible employees. The Company matching provisions of the Deferred Compensation Plan are similar to those of the 401(k) Plan. We had no expenses for Company match under the Deferred Compensation Plan for fiscal years 2015, 2014, or 2013. Assets earmarked to pay benefits under the Deferred Compensation Plan are held by a rabbi trust. Assets and liabilities of a rabbi trust must be accounted for as if they are Company assets or liabilities and are therefore reported on our Consolidated Balance Sheets. Furthermore, all Deferred Compensation Plan earnings and expenses are recorded in our Consolidated Statements of Operations and Comprehensive Loss. The Deferred Compensation Plan’s assets and liabilities approximated $8.0 million and $ 9.6 million as of June 2, 2015 and June 3, 2014, respectively. Of these amounts, $0.7 million and $0.5 million was included in Prepaid and other expenses and Accrued liabilities – Payroll and related costs, and $7.3 million and $8.4 million was included in Other assets, net and Other deferred liabilities in the June 2, 2015 and June 3, 2014 Consolidated Balance Sheets, respectively. The investment in RTI common stock and the related liability payable in RTI common stock, which totaled $0.7 million and $0.6 million as of June 2, 2015 and June 3, 2014, respectively, is reflected in Shareholders’ Equity in the Consolidated Balance Sheets.

Executive Separations and Corporate Support Services Restructuring

Fiscal 2015

On June 26, 2014, our then Executive Vice President, Chief Financial Officer stepped down as Chief Financial Officer and subsequently retired from the Company on August 4, 2014. Additionally, three Senior Vice Presidents, our Chief Development Officer, Chief Legal Officer and Secretary, and Chief Marketing Officer left the Company on July 24, 2014, December 12, 2014, and April 27, 2015, respectively. During the year ended June 2, 2015, we recorded severance expense and made severance payments of $0.3 million in connection with the separation agreements for certain of these former executives.

Fiscal 2014

On June 7, 2013, our then President, Ruby Tuesday Concept, Chief Operations Officer left the Company. During fiscal 2014, we recorded severance expense of $0.9 million in connection with the separation agreement for the former executive, which represents obligations pursuant to the Ruby Tuesday, Inc. Severance Pay Plan (the “Severance Plan”) of two times base salary. The Severance Plan was subsequently terminated on October 7, 2013.

On October 30, 2013, our then Senior Vice President, Chief People Officer left the Company. During the second quarter of fiscal 2014, we recorded severance expense of $0.4 million in connection with his separation agreement, an amount representing one year of his annual base salary plus his remaining vacation for fiscal 2014.

Between November 20, 2013 and June 3, 2014, we eliminated approximately 82 management and staff personnel, respectively, at our Restaurant Support Services Center in Maryville, Tennessee. These reductions occurred in connection with an ongoing comprehensive review of our cost structure. These executive and other employee separations resulted in transition-related costs during the year ended June 3, 2014 of $4.3 million for employee severance and unused vacation.

Fiscal 2013

On November 30, 2012, Sandy E. Beall, III, our founder and former President, CEO, and Chairman of the Board of Directors stepped down from management and the Board of Directors. In connection with a transition agreement between the Company and Mr. Beall, the material terms of which were finalized as of June 5, 2012, we accrued $2.2 million of severance during the fourth quarter of fiscal 2012. Mr. Beall’s severance was paid during the third quarter of fiscal 2013. As previously mentioned, on June 4, 2013, Mr. Beall received a lump sum payment of $8.1 million, representing the full amount due to him under the Executive Supplemental Pension Plan, six-months following his retirement.

As of June 2, 2015, liabilities of $0.3 million, representing unpaid obligations in connection with the separations and restructurings, were included within Accrued liabilities: Payroll and related costs in our Consolidated Balance Sheet. Costs reflected in the table below related to employee severance and unused vacation accruals are included within Selling, general, and administrative, net in our Consolidated Statements of Operations and Comprehensive Loss. A roll forward of our obligations in connection with employee separations is as follows (in thousands):

Balance at June 4, 2013	$	310
Employee severance and unused vacation accruals		4,294
Cash payments		(3,549	)
Balance at June 3, 2014	$	1,055
Employee severance and unused vacation accruals		1,211
Cash payments		(1,953	)
Balance at June 2, 2015	$	313

See Note 10 to the Consolidated Financial Statements for discussion of the impact of executive separations to our share-based employee compensation costs.

XML

Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Actual allocation	100.00%	100.00%
Equity Securities [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	54.00%
Actual allocation	58.00%	71.00%
Equity Securities [Member] | Minimum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	39.00%	60.00%
Equity Securities [Member] | Maximum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	69.00%	80.00%
Fixed Income Securities [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	27.00%
Actual allocation	23.00%	22.00%
Fixed Income Securities [Member] | Minimum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	12.00%	20.00%
Fixed Income Securities [Member] | Maximum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	42.00%	40.00%
Public Real Estate Investment Trusts [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Actual allocation	5.00%	4.00%
Public Real Estate Investment Trusts [Member] | Minimum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	0.00%	0.00%
Public Real Estate Investment Trusts [Member] | Maximum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	10.00%	10.00%
Cash and Cash Equivalents [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Actual allocation	1.00%	2.00%
Cash and Cash Equivalents [Member] | Minimum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	0.00%	0.00%
Cash and Cash Equivalents [Member] | Maximum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	20.00%	0.00%
Other Retirement Plan Assets [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Actual allocation	13.00%	1.00%
Other Retirement Plan Assets [Member] | Minimum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	0.00%	0.00%
Other Retirement Plan Assets [Member] | Maximum [Member]
Note 8 - Employee Post-employment Benefits (Details) - Allocation of Retirement Plan's Assets Held in Trust [Line Items]
Target allocation	24.00%	10.00%

XML

Note 6 - Long-term Debt and Capital Leases

12 Months Ended

Jun. 02, 2015

Disclosure Text Block Supplement [Abstract]

Debt and Capital Leases Disclosures [Text Block]

6. Long-Term Debt and Capital Leases

Long-term debt and capital lease obligations consist of the following (in thousands):

	2015			2014
Senior unsecured notes	$	215,000		$	215,000
Unamortized discount		(2,162	)		(2,503	)
Senior unsecured notes less unamortized discount		212,838			212,497
Revolving credit facility		–			–
Mortgage loan obligations		31,607			45,252
Unamortized premium on mortgage loan obligations		383			741
Capital lease obligations		206			201
		245,034			258,691
Less current maturities		10,861			4,816
	$	234,173		$	253,875

Estimated annual maturities of long-term debt and capital lease obligations at June 2, 2015 are as follows (in thousands):

2016	$	10,975	*
2017		11,875
2018		2,570
2019		2,617
2020		217,153
Subsequent years		1,623
	$	246,813

* As further discussed in Note 16 to the Consolidated Financial Statements, we prepaid and retired $8.3 million of our mortgage loan obligations subsequent to June 2, 2015.

On May 14, 2012, we entered into an indenture (the “Indenture”) among the Company, certain subsidiaries of the Company as guarantors and Wells Fargo Bank, National Association as trustee, governing the Company’s $250.0 million aggregate principal amount of 7.625% senior notes due 2020 (the “Senior Notes”). The Senior Notes were issued at a discount of $3.7 million, which is being amortized using the effective interest method over the eight-year term of the notes.

The Senior Notes are guaranteed on a senior unsecured basis by our existing and future domestic restricted subsidiaries, subject to certain exceptions. They rank equal in right of payment with our existing and future senior indebtedness and senior in right of payment to any of our future subordinated indebtedness. The Senior Notes are effectively subordinated to all of our secured debt, including borrowings outstanding under our revolving credit facility, to the extent of the value of the assets securing such debt and structurally subordinated to all of the liabilities of our existing and future subsidiaries that do not guarantee the Senior Notes.

Interest on the Senior Notes is calculated at 7.625% per annum, payable semiannually on each May 15 and November 15 to holders of record on the May 1 or November 1 immediately preceding the interest payment date. Accrued interest on the Senior Notes and our other long-term debt and capital lease obligations is included in Accrued liabilities – Rent and other in our Consolidated Balance Sheets. The Senior Notes mature on May 15, 2020.

At any time prior to May 15, 2016, we may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus an applicable “make-whole” premium and accrued and unpaid interest. At any time on or after May 15, 2016, we may redeem the Senior Notes, in whole or in part, at the redemption prices specified in the Indenture plus accrued and unpaid interest. We may redeem up to 35% of the Senior Notes from the proceeds of certain equity offerings. There is no sinking fund for the Senior Notes.

The Indenture contains covenants that limit, among other things, our ability and the ability of certain of our subsidiaries to (i) incur or guarantee additional indebtedness; (ii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iii) make certain investments; (iv) create liens or use assets as security in other transactions; (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of their assets; (vi) enter into transactions with affiliates; and (vii) sell or transfer certain assets. The Indenture also restricts the declaration and payment of a dividend or other distribution on, and/or repurchase by RTI in respect of, its outstanding common stock at any time and from time to time. These covenants are subject to a number of important exceptions and qualifications, as described in the Indenture, and certain covenants will not apply at any time when the Senior Notes are rated investment grade by the Rating Agencies, as defined in the Indenture. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Senior Notes to be due and payable immediately.

On December 3, 2013, we entered into the four-year revolving credit agreement (the “Senior Credit Facility”) under which we may borrow up to $50.0 million with the option, subject to certain conditions, to increase the facility by up to $35.0 million. The Senior Credit Facility, which was obtained to provide access to capital for general corporate purposes, replaced a previous five-year $200.0 million credit facility that was set to expire in December 2015. The terms of the Senior Credit Facility provide for a $25.0 million sublimit for the issuance of standby letters of credit. In connection with entering into the Senior Credit Facility, included within Interest expense, net and Loss on extinguishment of debt in our Consolidated Statements of Operations and Comprehensive Loss for the year ended June 3, 2014 are charges of $0.7 million relating to the write-off of the pro rata portion of unamortized debt issuance costs associated with our previous credit facility.

Under the terms of the Senior Credit Facility, interest rates charged on borrowings can vary depending on the interest rate option we choose to utilize. Our options for the rate are a Base Rate or LIBOR plus an applicable margin, provided that the rate shall not be less than zero. The Base Rate is defined as the highest of the issuing bank’s prime rate, the Federal Funds rate plus 0.50%, or the Adjusted LIBO rate (as defined in the Senior Credit Facility) plus 1.0%. The applicable margin for the LIBOR rate-based option is a percentage ranging from 2.50% to 3.50% and for the Base Rate option is a percentage ranging from 1.50% to 2.50%. We pay commitment fees quarterly ranging from 0.40% to 0.75% on the unused portion of the Senior Credit Facility.

As security for the Senior Credit Facility, we granted the lenders liens and security interests in substantially all of the shares of capital stock of the Company and each of our present and future subsidiaries, substantially all of the personal property of the Company and each of our present and future subsidiaries, and the real property, improvements, and fixtures of 49 Ruby Tuesday restaurants. The real property, improvements, and fixtures of the 49 restaurants pledged as collateral appraised at $101.4 million at the time of the transaction and have a June 2, 2015 net book value of $79.2 million.

We had no borrowings outstanding under the Senior Credit Facility at June 2, 2015. After consideration of letters of credit outstanding, we had $37.5 million available under the Senior Credit Facility as of June 2, 2015.

The Senior Credit Facility contains a number of customary affirmative and negative covenants that, among other things, limit or restrict our ability to incur liens, engage in mergers or other fundamental changes, make acquisitions, investments, loans and advances, pay dividends or other distributions, sell or otherwise dispose of certain assets, engage in certain transactions with affiliates, enter into burdensome agreements or certain hedging agreements, amend organizational documents, change accounting practices, incur additional indebtedness and prepay other indebtedness. Under the terms of the Senior Credit Facility we are allowed, under certain circumstances, to repurchase up to $20.0 million of the Senior Notes in any fiscal year. We did not repurchase any Senior Notes during the year ended June 2, 2015. During the year ended June 3, 2014, we repurchased $20.0 million of the Senior Notes for $20.0 million plus $0.2 million of accrued interest. We realized losses of $0.7 million on these transactions. The balance on the Senior Notes was $215.0 million at June 2, 2015.

Under the Senior Credit Facility, we are required to comply with financial covenants relating to the maintenance of a maximum leverage ratio and a minimum fixed charge coverage ratio. The terms of the Senior Credit Facility require us to maintain a maximum leverage ratio of no more than 4.75 to 1.0 and a minimum fixed charge coverage ratio of 1.4 to 1.0 for the quarter ended June 2, 2015. The minimum required ratios fluctuate thereafter as provided in the Senior Credit Facility.

The Senior Credit Facility terminates no later than December 3, 2017.  Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Senior Credit Facility and any ancillary loan documents.

On December 3, 2013, in connection with our entry into the Senior Credit Facility, the Company and certain of its subsidiaries entered into loan modification agreements (the “Loan Modification Agreements”) with certain mortgage lenders to, among other things, provide waivers and consents under certain of our mortgage loan obligations to enter into the Senior Credit Facility. The Loan Modification Agreements also, among other things, amend certain financial reporting requirements under the specified loans and modify and/or provide for certain financial covenants for the specified loans, including the maximum funded debt covenant and the minimum consolidated fixed charge coverage ratio.

We were in compliance with our maximum funded debt covenant and our minimum consolidated fixed charge coverage ratio as of June 2, 2015.

Our $31.6 million in mortgage loan obligations as of June 2, 2015 consists of various loans acquired upon franchise acquisitions. These loans, which mature between January 2017 and July 2022, have balances which range from $0.3 million to $7.3 million and interest rates of 7.60% to 10.17%. Many of the properties acquired from franchisees collateralize the loans outstanding.

During fiscal year 2015, we prepaid and retired ten mortgage loan obligations with an aggregate balance of $9.0 million using cash on hand. In connection with the retirement of these obligations, we paid $1.0 million in prepayment premiums and an insignificant amount of accrued interest. Additionally, as further discussed in Note 16 to the Consolidated Financial Statements, on July 9, 2015, we prepaid and retired an additional ten mortgage loan obligations with an aggregate balance of $8.3 million as of June 2, 2015. The prepayment of this debt eliminated one mortgage lender and allowed for the release of 26 properties which had served as collateral.

XML

Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments

12 Months Ended

Jun. 02, 2015

Disclosure Text Block Supplement [Abstract]

Asset Impairment Charges [Text Block]

7. Closures and Impairments Expense, Including Goodwill and Trademark Impairments

Closures and impairments, net include the following (in thousands):

	2015			2014			2013
Closures and impairments from continuing operations:
Property impairments	$	9,822		$	24,335		$	11,325
Closed restaurant lease reserves		1,461			7,302			2,844
Other closing expense		966			2,181			1,152
Gain on sale of surplus properties		(1,707	)		(987	)		(665	)
Closures and impairments, net	$	10,542		$	32,831		$	14,656
Closures and impairments from discontinued operations				$	(468	)	$	21,674

Included within Closures and impairments, net for fiscal year 2015 are impairments of $7.7 million related to restaurants with deteriorating operational performance, $1.8 million related to surplus properties, and $0.3 million associated with lease expirations and restaurant closures.

During fiscal year 2014, we closed 33 Ruby Tuesday concept restaurants in connection with a plan approved by the Board of Directors of Ruby Tuesday, Inc.. Of these closures, 11 of the restaurants closed upon expiration of their lease. Included within Closures and impairments, net for fiscal year 2014 are impairment charges of $4.8 million in connection with early restaurant closures.

In addition to impairment charges recorded in connection with the planned closures discussed above, during fiscal year 2014, we recorded $13.5 million of impairments relating to 32 open restaurants with deteriorating operational performance and a $0.9 million impairment charge for the Lime Fresh trademark. The Lime Fresh trademark, which previously had been impaired by $5.0 million in fiscal year 2013, has a net book value of $3.1 million remaining at June 2, 2015.

Included in Closures and impairments, net from continuing operations for fiscal year 2013 are $4.3 million of impairment and lease charges relating to the closing of four Lime Fresh concept restaurants and $3.6 million of impairment charges for four underperforming Lime Fresh open restaurants, two of which closed during fiscal year 2014.

As discussed further in Note 3 to the Consolidated Financial Statements, in an effort to focus primarily on the sales turnaround of our core Ruby Tuesday concept and secondly, to improve the financial performance of our Lime Fresh concept, we completed the closure of our Marlin & Ray’s, Wok Hay, and Truffles restaurants during fiscal year 2013. As a result of these decisions, pre-tax charges of $21.7 million were recognized for asset impairments, lease reserves, and other closing costs within Loss from discontinued operations, net of tax for the fiscal year ended June 4, 2013.

A rollforward of our future lease obligations associated with closed restaurants is as follows (in thousands):

	Reserve for Lease Obligations
Balance at June 4, 2013	$	8,727
Closing expense including rent and other lease charges		6,815
Payments		(5,805	)
Other adjustments		1,136
Balance at June 3, 2014		10,873
Closing expense including rent and other lease charges		1,461
Payments		(4,807	)
Other adjustments		(476	)
Balance at June 2, 2015	$	7,051

The amounts comprising future lease obligations in the table above are estimated using certain assumptions, including the period of time it will take to settle the lease with the landlord or find a suitable sublease tenant, and the amount of actual future cash payments could differ from our recorded lease obligations. Of the total future lease obligations included in the table above, $7.0 million and $10.5 million are included within the Accrued liabilities – Rent and other caption in our Consolidated Balance Sheets as of June 2, 2015 and June 3, 2014, respectively. For fiscal year 2016 and beyond, our focus will be on obtaining settlements, or subleases as necessary, on as many of these leases as possible and these settlements could be higher or lower than the amounts recorded. The actual amount of any cash payments made by the Company for lease contract termination costs will be dependent upon ongoing negotiations with the landlords of the leased restaurant properties.

Goodwill

Goodwill represents the excess of costs over the fair market value of assets of businesses acquired.  We recorded goodwill with the acquisition of Lime Fresh during fiscal 2012. Impairment tests for goodwill require a two-step process and are performed after testing of all other assets is complete.  Under the first step, the estimation of fair value of the reporting unit is compared with its carrying value, including goodwill.  If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss, if any.  Goodwill impairment exists when the implied fair value of goodwill is less than its carrying value.  The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation.

During the fourth quarter of fiscal year 2013, we tested the goodwill associated with the fiscal year 2012 acquisition of our Lime Fresh concept using the two-step method as discussed above.  The results of the first step indicated a potential goodwill impairment as the fair value of the Lime Fresh concept was less than its carrying value.  We determined the fair value of the Lime Fresh concept using the discounted cash flow method.  The results of the second step indicated that all of the goodwill recorded in connection with the Lime Fresh acquisition was impaired.   Accordingly, we recorded a fiscal year 2013 charge of $9.0 million ($5.4 million, net of tax) representing the full value of our Lime Fresh concept goodwill.

XML

Note 9 - Income Taxes

12 Months Ended

Jun. 02, 2015

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

9. Income Taxes

Income tax benefit for fiscal years 2015, 2014, and 2013 was allocated as follows (in thousands):

	2015			2014			2013
(Benefit)/provision for income taxes from continuing operations	$	(1,911	)	$	(4,665	)	$	1,500
Benefit for income taxes from discontinued operations	–				(106	)		(8,519	)
Total benefit for income taxes	$	(1,911	)	$	(4,771	)	$	(7,019	)

Income tax (benefit)/expense from continuing operations includes the following components (in thousands):

	2015			2014			2013
Current:
Federal	$	1,714		$	(5,047	)	$	8,966
State		(48	)		(1,586	)		1,200
Foreign		118			322			163
		1,784			(6,311	)		10,329
Deferred:
Federal		(3,254	)		2,346			(8,397	)
State		(441	)		(700	)		(432	)
		(3,695	)		1,646			(8,829	)
	$	(1,911	)	$	(4,665	)	$	1,500

Deferred tax assets and liabilities are comprised of the following (in thousands):

	2015			2014
Deferred tax assets:
General business credits carryforward	$	53,955		$	48,007
Employee benefits		25,343			22,748
Deferred escalating minimum rents		20,536			19,832
Goodwill		10,813			11,691
State net operating losses		7,821			10,260
Insurance reserves		6,062			6,267
Deferred gain on sale-leaseback transactions		5,148			5,148
Closed restaurant lease reserves		2,798			4,316
Other		7,656			13,202
Gross deferred tax assets		140,132			141,471
Deferred tax asset valuation allowances		(62,799	)		(54,582	)
Net deferred tax assets		77,333			86,889
Deferred tax liabilities:
Depreciable property and equipment		(64,204	)		(73,954	)
Other		(14,578	)		(13,038	)
Total deferred tax liabilities		(78,782	)		(86,992	)
Net deferred tax liability	$	(1,449	)	$	(103	)

Reported in Consolidated Balance Sheets as:
Deferred income taxes – current (liability)/asset	$	(7	)	$	3,397
Deferred income taxes – noncurrent liability		(1,442	)		(3,500	)
	$	(1,449	)	$	(103	)

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). The guidance requires an entity to present its deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward net of unrecognized tax benefits when settlement in this manner is available under the tax law, which would be based on facts and circumstances as of the balance sheet reporting date and would not consider future events. We adopted ASU 2013-11 on a prospective basis during the first quarter of fiscal year 2015. The adoption of this standard in the first quarter of fiscal year 2015 resulted in a reclassification of $5.0 million of our liability for unrecognized tax benefits against our deferred tax assets.

The above deferred tax assets and liabilities include the income tax effect of temporary differences between financial reporting and tax reporting.  Temporary differences represent the cumulative taxable or deductible amounts recorded in the consolidated financial statements in different years than recognized in the tax returns.  General business credits carryforward and state net operating losses may be used to offset future taxable income, and their benefit is reflected in the deferred tax assets.  Other deferred tax assets, such as employee benefits, escalating minimum rents, and certain others listed, become deductible in the tax return upon payment or funding in qualified trusts.  The depreciable property and equipment temporary difference represents generally tax depreciation in excess of financial statement depreciation.

We regularly evaluate the need for a valuation allowance for deferred tax assets by assessing whether it is more likely than not that we will realize the deferred tax assets in the future.  A valuation allowance assessment is performed each reporting period, with any additions or adjustments reflected in earnings in the period of assessment.  In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets for each jurisdiction.

Through the third quarter of fiscal 2013, we concluded that objective and subjective positive evidence outweighed negative evidence, and it was more likely than not we would realize all of our federal and most of our state deferred tax assets, except for loss carryforwards in certain states that have had cumulative losses and/or relatively short carryforward periods and annual limits of loss carryforward available for use to offset future taxable income.   As of June 4, 2013, we recorded a valuation allowance following the conclusion that the negative evidence outweighed the positive evidence.  This conclusion was reached primarily as a result of changes in our rolling three-year historical operating losses, as decisions made then by our new senior management team to discontinue certain concepts and slow down the growth of our Lime Fresh concept led to impairment and other losses and caused our three-year cumulative pre-tax income as of the third quarter end to swing to a three-year cumulative pre-tax loss as of the fourth quarter end.

In accordance with the applicable accounting standards, we are unable to use future income projections to support the realization of our deferred tax assets as a consequence of the above conclusion.   Instead, in determining the appropriate amount of the valuation allowance, we considered the timing of future reversal of our taxable temporary differences and available tax strategies that, if implemented, would result in the realization of deferred tax assets.

A rollforward of our valuation allowance is as follows (in thousands):

	2015			2014			2013
Beginning of year	$	(54,582	)	$	(24,566	)	$	(2,392	)
Changes in estimated realization of deferred tax assets:
Continuing operations		(9,138	)		(31,187	)		(20,885	)
Discontinued operations		–			288			(1,289	)
Other reductions		921			883			–
End of year	$	(62,799	)	$	(54,582	)	$	(24,566	)

As of June 2, 2015, we had state net operating loss carryforwards of approximately $208.0 million which expire at varying times between fiscal years 2016 and 2035.  The above accounting has no effect on our ability to use our state operating loss carryforwards or general business carryforward credits, which begin to expire in fiscal year 2032, in the future to reduce cash tax payments.

A reconciliation from the statutory federal income tax benefit to the reported income tax (benefit)/expense from continuing operations is as follows (in thousands):

	2015			2014			2013
Statutory federal income taxes	$	(1,787	)	$	(24,351	)	$	(7,677	)
State income taxes, net of federal income tax benefit		(711	)		(3,564	)		(1,484	)
FICA tip credit		(7,280	)		(7,533	)		(8,189	)
Work opportunity tax credit		(1,899	)		(1,233	)		(1,366	)
Increase in valuation allowance		9,138			31,187			20,885
Permanent differences		528			2,243			339
Other, net		100			(1,414	)		(1,008	)
	$	(1,911	)	$	(4,665	)	$	1,500

We had a gross liability for unrecognized tax benefits, exclusive of accrued interest and penalties, of $3.9 million at June 2, 2015, $2.4 million of which, if recognized, would impact our effective tax rate. Pursuant to ASU 2013-11, we reclassified $3.3 million of our liability for unrecognized tax benefits as of June 2, 2015 against our deferred tax assets. A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal years 2015 and 2014 follows (in thousands):

	2015			2014
Beginning of year	$	6,965		$	13,016
Additions for tax positions related to the current year		428			532
Additions for tax positions of prior years		114			321
Reductions for tax positions of prior years		(2,690	)		(5,186	)
Reductions for settlements with taxing authorities		(295	)		(619	)
Reductions due to statute settlements		(652	)		(1,099	)
	$	3,870		$	6,965

The liability for unrecognized tax benefits as of June 2, 2015 includes a negligible amount related to tax positions for which it is reasonably possible that the total amounts could change within the next twelve months based on the outcome of examinations and negotiations with tax authorities.

As discussed in Note 1 to the Consolidated Financial Statements, our policy is to accrue interest related to potential underpayment of income taxes within the provision for income taxes. Interest is computed on the difference between our uncertain tax benefit positions and the amount deducted or expected to be deducted in our tax returns. At June 2, 2015, we had $0.4 million of accrued interest and penalties related to unrecognized tax benefits.

During fiscal year 2015, accrued interest and penalties decreased by an insignificant amount. If we were to prevail on all uncertain tax positions, the reversal of this accrual would also be a benefit to our effective tax rate. At June 2, 2015, total liabilities of $1.0 million, including the above-mentioned $0.4 million for the payment of accrued interest and penalties, are included in Accrued liabilities – Rent and other and Other deferred liabilities as reported on the Consolidated Balance Sheets.

At June 2, 2015, we are no longer subject to U.S. federal income tax examinations by tax authorities for fiscal years prior to 2012, and with few exceptions, state and local examinations by tax authorities prior to fiscal year 2012. 

XML

Note 8 - Employee Post-employment Benefits (Details) - Change in Benefit Obligation and Plan Assets and Reconciliation of Funded Status - USD ($) $ in Thousands			12 Months Ended
		Jun. 02, 2015	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Change in benefit obligation:
Beginning fair value of plan assets			$ 7,020
Benefits paid		$ (65)
Fair value of plan assets at end of year		6,786	6,786	$ 7,020
Pension Benefits [Member]
Change in benefit obligation:
Beginning projected benefit obligation			42,774	40,308
Service cost			301	356	$ 460
Interest cost			1,773	1,737	2,100
Beginning fair value of plan assets			7,020	6,506
Actual return on plan assets			336	800
Employer contributions			2,055	2,077
Actuarial loss/(gain)			1,620	2,736
Benefits paid			(2,625)	(2,363)
Fair value of plan assets at end of year		6,786	6,786	7,020	6,506
Benefit obligation at end of year		43,843	43,843	42,774	40,308
Funded status at end of year	[1]	(37,057)	(37,057)	(35,754)
Amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities – payroll and related costs		(3,185)	(3,185)	(3,277)
Other deferred liabilities		(33,872)	(33,872)	(32,477)
Net amount recognized at year-end		(37,057)	(37,057)	(35,754)
Amounts recognized in accumulated other comprehensive loss:
Prior service cost		(1)	(1)	(2)
Net actuarial loss		(17,148)	(17,148)	(17,084)
Total amount recognized		(17,149)	(17,149)	(17,086)
Postretirement Medical and Life Benefits [Member]
Change in benefit obligation:
Beginning projected benefit obligation			1,376	1,896
Service cost			4	13	11
Interest cost			46	67	60
Employer contributions			133	86
Plan participant contributions			78	91
Actuarial loss/(gain)			111	(514)
Benefits paid			(211)	(177)
Benefit obligation at end of year		1,404	1,404	1,376	$ 1,896
Funded status at end of year		(1,404)	(1,404)	(1,376)
Amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities – payroll and related costs		(137)	(137)	(128)
Other deferred liabilities		(1,267)	(1,267)	(1,248)
Net amount recognized at year-end		(1,404)	(1,404)	(1,376)
Amounts recognized in accumulated other comprehensive loss:
Net actuarial loss		(994)	(994)	(1,017)
Total amount recognized		$ (994)	$ (994)	$ (1,017)

[1] The funded status reflected above includes the liabilities attributable to all of the Pension Plans but only the assets of the Retirement Plan as the other plans are not considered funded for Employee Retirement Income Security Act purposes. To provide a source for the payment of benefits under the Executive Supplemental Pension Plan and the Management Retirement Plan, we own whole-life insurance contracts on some of the participants. The cash value of these policies, which are included within the Other Assets caption in our Consolidated Balance Sheets, was $29.5 million and $29.7 million at June 2, 2015 and June 3, 2014, respectively. In addition, we held in trust a negligible amount and $0.2 million of cash and cash equivalents as of June 2, 2015 and June 3, 2014, respectively, relating to these policies. We maintain a rabbi trust to hold the policies and death benefits as they are received.

XML

Note 13 – Fair Value Measurements (Details) - Fair Values Financial Assets and Liabilities Measured on a Non-recurring Basis - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014
Note 13 – Fair Value Measurements (Details) - Fair Values Financial Assets and Liabilities Measured on a Non-recurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	$ 6,991	$ 31,917
Assets Held-for-sale [Member]
Note 13 – Fair Value Measurements (Details) - Fair Values Financial Assets and Liabilities Measured on a Non-recurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	3,708	23,035
Assets Held-for-Use [Member]
Note 13 – Fair Value Measurements (Details) - Fair Values Financial Assets and Liabilities Measured on a Non-recurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	$ 3,283	$ 8,882

XML

Note 8 - Employee Post-employment Benefits (Details) - Pension Plans with Benefit Obligations in Excess of Plan Assets - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014
Pension Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) - Pension Plans with Benefit Obligations in Excess of Plan Assets [Line Items]
Projected benefit obligation	$ 43,843	$ 42,774
Accumulated benefit obligation	43,518	42,002
Fair value of plan assets	6,786	7,020
Postretirement Medical and Life Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) - Pension Plans with Benefit Obligations in Excess of Plan Assets [Line Items]
Projected benefit obligation	1,404	1,376
Accumulated benefit obligation	$ 1,404	$ 1,376

XML

Note 8 - Employee Post-employment Benefits (Details) - Changes in the Amounts Recognized in Accumulated Other Comprehensive Income/(Loss) - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014
Pension Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) - Changes in the Amounts Recognized in Accumulated Other Comprehensive Income/(Loss) [Line Items]
Beginning of year	$ (17,086)	$ (16,419)
Net actuarial loss/(gain)	(1,782)	(2,379)
Amortization of prior service (cost)/credit	1	1
Amortization of actuarial gain	1,718	1,711
End of year	(17,149)	(17,086)
Postretirement Medical and Life Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) - Changes in the Amounts Recognized in Accumulated Other Comprehensive Income/(Loss) [Line Items]
Beginning of year	(1,017)	(1,729)
Net actuarial loss/(gain)	(111)	514
Amortization of prior service (cost)/credit		(46)
Amortization of actuarial gain	134	244
End of year	$ (994)	$ (1,017)

XML

Note 16 - Subsequent Events (Details) $ in Thousands		12 Months Ended
	Jul. 09, 2015 USD ($)	Jun. 02, 2015 USD ($)	Jun. 03, 2014 USD ($)	Jun. 04, 2013 USD ($)
Note 16 - Subsequent Events (Details) [Line Items]
Repayments of Long-term Debt		$ 13,638	$ 40,232	$ 27,180
Mortgages [Member]
Note 16 - Subsequent Events (Details) [Line Items]
Repayments of Long-term Debt		9,000
Payments of Debt Extinguishment Costs		$ 1,000
Subsequent Event [Member]
Note 16 - Subsequent Events (Details) [Line Items]
Number of Properties, Released for Collateral Purposes with the Repayment of Debt	26
Subsequent Event [Member] | Mortgages [Member]
Note 16 - Subsequent Events (Details) [Line Items]
Repayments of Long-term Debt	$ 8,300
Payments of Debt Extinguishment Costs	$ 900

XML

Note 9 - Income Taxes (Tables)

12 Months Ended

Jun. 02, 2015

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	2015			2014			2013
(Benefit)/provision for income taxes from continuing operations	$	(1,911	)	$	(4,665	)	$	1,500
Benefit for income taxes from discontinued operations	–				(106	)		(8,519	)
Total benefit for income taxes	$	(1,911	)	$	(4,771	)	$	(7,019	)

	2015			2014			2013
Current:
Federal	$	1,714		$	(5,047	)	$	8,966
State		(48	)		(1,586	)		1,200
Foreign		118			322			163
		1,784			(6,311	)		10,329
Deferred:
Federal		(3,254	)		2,346			(8,397	)
State		(441	)		(700	)		(432	)
		(3,695	)		1,646			(8,829	)
	$	(1,911	)	$	(4,665	)	$	1,500

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	2015			2014
Deferred tax assets:
General business credits carryforward	$	53,955		$	48,007
Employee benefits		25,343			22,748
Deferred escalating minimum rents		20,536			19,832
Goodwill		10,813			11,691
State net operating losses		7,821			10,260
Insurance reserves		6,062			6,267
Deferred gain on sale-leaseback transactions		5,148			5,148
Closed restaurant lease reserves		2,798			4,316
Other		7,656			13,202
Gross deferred tax assets		140,132			141,471
Deferred tax asset valuation allowances		(62,799	)		(54,582	)
Net deferred tax assets		77,333			86,889
Deferred tax liabilities:
Depreciable property and equipment		(64,204	)		(73,954	)
Other		(14,578	)		(13,038	)
Total deferred tax liabilities		(78,782	)		(86,992	)
Net deferred tax liability	$	(1,449	)	$	(103	)

Reported in Consolidated Balance Sheets as:
Deferred income taxes – current (liability)/asset	$	(7	)	$	3,397
Deferred income taxes – noncurrent liability		(1,442	)		(3,500	)
	$	(1,449	)	$	(103	)

Summary of Valuation Allowance [Table Text Block]

	2015			2014			2013
Beginning of year	$	(54,582	)	$	(24,566	)	$	(2,392	)
Changes in estimated realization of deferred tax assets:
Continuing operations		(9,138	)		(31,187	)		(20,885	)
Discontinued operations		–			288			(1,289	)
Other reductions		921			883			–
End of year	$	(62,799	)	$	(54,582	)	$	(24,566	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	2015			2014			2013
Statutory federal income taxes	$	(1,787	)	$	(24,351	)	$	(7,677	)
State income taxes, net of federal income tax benefit		(711	)		(3,564	)		(1,484	)
FICA tip credit		(7,280	)		(7,533	)		(8,189	)
Work opportunity tax credit		(1,899	)		(1,233	)		(1,366	)
Increase in valuation allowance		9,138			31,187			20,885
Permanent differences		528			2,243			339
Other, net		100			(1,414	)		(1,008	)
	$	(1,911	)	$	(4,665	)	$	1,500

Summary of Income Tax Contingencies [Table Text Block]

	2015			2014
Beginning of year	$	6,965		$	13,016
Additions for tax positions related to the current year		428			532
Additions for tax positions of prior years		114			321
Reductions for tax positions of prior years		(2,690	)		(5,186	)
Reductions for settlements with taxing authorities		(295	)		(619	)
Reductions due to statute settlements		(652	)		(1,099	)
	$	3,870		$	6,965

XML

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) - Rental Income Under Noncancelable Sublease Agreements $ in Thousands	Jun. 02, 2015 USD ($)
Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) - Rental Income Under Noncancelable Sublease Agreements [Line Items]
2016	$ 740
2017	599
2018	523
2019	390
2020	209
Subsequent years	565
Total minimum sub-lease payments	3,026
Franchisees [Member]
Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) - Rental Income Under Noncancelable Sublease Agreements [Line Items]
2016	247
2017	247
2018	247
2019	208
2020	27
Total minimum sub-lease payments	976
Other Entities [Member]
Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) - Rental Income Under Noncancelable Sublease Agreements [Line Items]
2016	493
2017	352
2018	276
2019	182
2020	182
Subsequent years	565
Total minimum sub-lease payments	$ 2,050

XML

Note 14 – Supplemental Condensed Consolidating Financial Statements

12 Months Ended

Jun. 02, 2015

Disclosure Text Block Supplement [Abstract]

Condensed Financial Statements [Text Block]

14. Supplemental Condensed Consolidating Financial Statements

As discussed in Note 6 to the Consolidated Financial Statements, the Senior Notes are a liability of Ruby Tuesday, Inc. (the “Parent”) and 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 June 2, 2015

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	75,034		$	297		$	–		$	75,331
Accounts receivable		1,557			3,730			–			5,287
Inventories		14,581			5,830			–			20,411
Income tax receivable		153,146			–			(153,146	)		–
Other current assets		16,169			2,465			–			18,634
Total current assets		260,487			12,322			(153,146	)		119,663
Property and equipment, net		554,089			198,085			–			752,174
Investment in subsidiaries		128,824			–			(128,824	)		–
Due from/(to) subsidiaries		66,019			215,373			(281,392	)		–
Other assets		47,148			10,406			–			57,554
Total assets	$	1,056,567		$	436,186		$	(563,362	)	$	929,391
Liabilities & Shareholders’ Equity
Current liabilities:
Accounts payable	$	18,533		$	4,472			–		$	23,005
Accrued and other current liabilities		42,458			33,764			–			76,222
Current maturities of long-term debt, including capital leases		(368	)		11,229			–			10,861
Income tax payable		–			154,215			(153,146	)		1,069
Deferred income taxes, net		2,839			(2,832	)		–			7
Total current liabilities		63,462			200,848			(153,146	)		111,164
Long-term debt and capital leases, less current maturities		213,412			20,761			–			234,173
Deferred income taxes, net		(3,865	)		5,307			–			1,442
Due to/(from) subsidiaries		215,373			66,019			(281,392	)		–
Other deferred liabilities		102,602			14,427			–			117,029
Total liabilities		590,984			307,362			(434,538	)		463,808
Shareholders’ equity:
Common stock		621			–			–			621
Capital in excess of par value		83,870			–			–			83,870
Retained earnings		392,032			128,824			(128,824	)		392,032
Accumulated other comprehensive loss		(10,940	)		–			–			(10,940	)
Total shareholders’ equity		465,583			128,824			(128,824	)		465,583
Total liabilities & shareholders’ equity	$	1,056,567		$	436,186		$	(563,362	)	$	929,391

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, net		(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, net		(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)/Income

For the Fiscal Year Ended June 2, 2015

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	809,171		$	310,971			–		$	1,120,142
Franchise revenue		238			6,186			–			6,424
		809,409			317,157			–			1,126,566
Operating costs and expenses:
Cost of goods sold		220,537			84,769			–			305,306
Payroll and related costs		270,535			112,726			–			383,261
Other restaurant operating costs		176,130			68,222			–			244,352
Depreciation		37,155			12,993			–			50,148
Selling, general, and administrative		75,418			39,909			–			115,327
Intercompany selling, general, and administrative allocations		44,768			(44,768	)		–			–
Closures and impairments, net		7,914			2,628			–			10,542
Equity in earnings of subsidiaries		(28,148	)		–			28,148			–
Interest expense, net		18,489			4,246			–			22,735
Intercompany interest expense/(income)		12,009			(12,009	)		–			–
		834,807			268,716			28,148			1,131,671
(Loss)/income before income taxes		(25,398	)		48,441			(28,148	)		(5,105	)
(Benefit)/provision for income taxes		(22,204	)		20,293			–			(1,911	)
Net (loss)/income	$	(3,194	)	$	28,148		$	(28,148	)	$	(3,194	)
Other comprehensive loss:
Pension liability reclassification, net of tax		(40	)		–			–			(40	)
Total comprehensive (loss)/income	$	(3,234	)	$	28,148		$	(28,148	)	$	(3,234	)

Condensed Consolidating Statement of Operations and

Comprehensive (Loss)/Income

For the Fiscal Year Ended June 3, 2014

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	842,842		$	319,581			–		$	1,162,423
Franchise revenue		223			6,100			–			6,323
		843,065			325,681			–			1,168,746
Operating costs and expenses:
Cost of goods sold		233,562			87,959			–			321,521
Payroll and related costs		287,358			117,021			–			404,379
Other restaurant operating costs		187,055			73,392			–			260,447
Depreciation		40,188			14,640			–			54,828
Selling, general, and administrative		87,248			49,903			–			137,151
Intercompany selling, general, and administrative allocations		59,257			(59,257	)		–			–
Closures and impairments, net		18,904			13,927			–			32,831
Trademark impairment		–			855			–			855
Equity in earnings of subsidiaries		(21,005	)		–			21,005			–
Interest expense, net		19,978			4,967			–			24,945
Intercompany interest expense/(income)		13,081			(13,081	)		–			–
Loss on extinguishment of debt		1,364			–			–			1,364
		926,990			290,326			21,005			1,238,321
(Loss)/income from continuing operations before income taxes		(83,925	)		35,355			(21,005	)		(69,575	)
(Benefit)/provision for income taxes from continuing operations		(19,015	)		14,350			–			(4,665	)
(Loss)/income from continuing operations		(64,910	)		21,005			(21,005	)		(64,910	)
Income from discontinued operations, net of tax		564			–			–			564
Net (loss)/income	$	(64,346	)	$	21,005		$	(21,005	)	$	(64,346	)
Other comprehensive income:
Pension liability reclassification, net of tax		45			–			–			45
Total comprehensive (loss)/income	$	(64,301	)	$	21,005		$	(21,005	)	$	(64,301	)

Condensed Consolidating Statement of Operations and

Comprehensive (Loss)/Income

For the Fiscal Year Ended June 4, 2013

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	904,761		$	340,465			–		$	1,245,226
Franchise revenue		188			6,073			–			6,261
		904,949			346,538			–			1,251,487
Operating costs and expenses:
Cost of goods sold		248,378			93,134			–			341,512
Payroll and related costs		298,194			121,485			–			419,679
Other restaurant operating costs		185,224			73,790			–			259,014
Depreciation		43,541			15,581			–			59,122
Selling, general, and administrative		91,587			47,195			–			138,782
Intercompany selling, general, and administrative allocations		68,466			(68,466	)		–			–
Closures and impairments, net		13,181			1,475			–			14,656
Goodwill and trademark impairments		9,023			5,035			–			14,058
Equity in earnings of subsidiaries		(38,485	)		–			38,485			–
Interest expense, net		20,920			5,656			–			26,576
Intercompany interest expense/(income)		13,826			(13,826	)		–			–
Loss on extinguishment of debt		22			–			–			22
		953,877			281,059			38,485			1,273,421
(Loss)/income from continuing operations before income taxes		(48,928	)		65,479			(38,485	)		(21,934	)
Provision/(benefit) for income taxes from continuing operations		(25,494	)		26,994			–			1,500
(Loss)/income from continuing operations		(23,434	)		38,485			(38,485	)		(23,434	)
Loss from discontinued operations, net of tax		(15,979	)		(810	)		810			(15,979	)
Net (loss)/income	$	(39,413	)	$	37,675		$	(37,675	)	$	(39,413	)
Other comprehensive income:
Pension liability reclassification, net of tax		3,312			–			–			3,312
Total comprehensive (loss)/income	$	(36,101	)	$	37,675		$	(37,675	)	$	(36,101	)

Condensed Consolidating Statement of Cash Flows

For the Fiscal Year Ended June 2, 2015

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	63,076		$	77,717		$	(85,882	)	$	54,911
Investing activities:
Purchases of property and equipment		(23,326	)		(7,684	)		–			(31,010	)
Proceeds from disposal of assets		10,213			1,047			–			11,260
Other, net		2,118			135			–			2,253
Net cash used by investing activities		(10,995	)		(6,502	)		–			(17,497	)
Financing activities:
Principal payments on long-term debt		4			(13,642	)		–			(13,638	)
Stock repurchases		(73	)		–			–			(73	)
Payments for debt issuance costs		(293	)		–			–			(293	)
Proceeds from exercise of stock options		556			–			–			556
Excess tax benefits from share-based compensation		39			–			–			39
Intercompany transactions		(28,292	)		(57,590	)		85,882			–
Net cash used by financing activities		(28,059	)		(71,232	)		85,882			(13,409	)
Increase/(decrease) in cash and cash equivalents		24,022			(17	)		–			24,005
Cash and cash equivalents:
Beginning of year		51,012			314			-			51,326
End of year	$	75,034		$	297		$	-		$	75,331

Condensed Consolidating Statement of Cash Flows

For the Fiscal Year Ended June 3, 2014

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	5,854		$	57,064		$	(17,543	)	$	45,375
Investing activities:
Purchases of property and equipment		(21,132	)		(7,207	)		–			(28,339	)
Proceeds from sale-leaseback transactions, net		5,637			–			–			5,637
Proceeds from disposal of assets		14,503			1,023			–			15,526
Other, net		973			–			–			973
Net cash used by investing activities		(19	)		(6,184	)		–			(6,203	)
Financing activities:
Principal payments on long-term debt		(20,019	)		(20,213	)		–			(40,232	)
Stock repurchases		(579	)		–			–			(579	)
Payments for debt issuance costs		(1,802	)		–			–			(1,802	)
Proceeds from exercise of stock options		1,576			–			–			1,576
Excess tax benefits from share-based compensation		284			–			–			284
Intercompany transactions		13,082			(30,625	)		17,543			–
Net cash used by financing activities		(7,458	)		(50,838	)		17,543			(40,753	)
(Decrease)/increase in cash and cash equivalents		(1,623	)		42			–			(1,581	)
Cash and cash equivalents:
Beginning of year		52,635			272			–			52,907
End of year	$	51,012		$	314		$	-		$	51,326

Condensed Consolidating Statement of Cash Flows

For the Fiscal Year Ended June 4, 2013

(In thousands)

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	34,877		$	89,925		$	(88,848	)	$	35,954
Investing activities:
Purchases of property and equipment		(31,531	)		(5,586	)		–			(37,117	)
Proceeds from sale-leaseback transactions, net		51,765			–			–			51,765
Proceeds from disposal of assets		4,421			2,576			–			6,997
Other, net		468			–			–			468
Net cash used by investing activities		25,123			(3,010	)		–			22,113
Financing activities:
Principal payments on long-term debt		(14,514	)		(12,666	)		–			(27,180	)
Stock repurchases		(30,278	)		–			–			(30,278	)
Payments for debt issuance costs		(358	)		–			–			(358	)
Proceeds from exercise of stock options		4,090			–			–			4,090
Excess tax benefits from share-based compensation		382			–			–			382
Intercompany transactions		(14,673	)		(74,175	)		88,848			–
Net cash used by financing activities		(55,351	)		(86,841	)		88,848			(53,344	)
Increase in cash and cash equivalents		4,649			74			–			4,723
Cash and cash equivalents:
Beginning of year		47,986			198			–			48,184
End of year	$	52,635		$	272		$	-		$	52,907

XML

Note 1 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jun. 02, 2015

Accounting Policies [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	2015				2014
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Reacquired franchise rights	$	14,417	$	9,871	$	14,460	$	8,371
Trademarks		4,208		862		4,194		390
Favorable leases *		2,059		403		2,059		322
Acquired franchise agreements		1,500		677		1,500		463
Other		–		–		100		41
	$	22,184	$	11,813	$	22,313	$	9,587

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	2015			2014			2013
Loss from continuing operations	$	(3,194	)	$	(64,910	)	$	(23,434	)
Income/(loss) from discontinued operations		–			564			(15,979	)
Net loss	$	(3,194	)	$	(64,346	)	$	(39,413	)
Weighted average common shares outstanding		60,580			60,231			61,040
Dilutive effect of stock options and restricted stock		–			–			–
Weighted average common and dilutive potential common shares outstanding		60,580			60,231			61,040
Loss per share – Basic
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)
Loss per share – Diluted
Loss from continuing operations	$	(0.05	)	$	(1.08	)	$	(0.38	)
Income/(loss) from discontinued operations		–			0.01			(0.27	)
Net loss per share	$	(0.05	)	$	(1.07	)	$	(0.65	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	2015		2014		2013
Stock options		3,057		2,833		2,161
Restricted shares		1,352		1,121		1,492
Total		4,409		3,954		3,653

XML

Note 5 - Property, Equipment, Assets Held for Sale, Operating Leases, and Sale-leaseback Transactions (Details) - Property and Equipment, Net - USD ($) $ in Thousands		Jun. 02, 2015	Jun. 03, 2014
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment		$ 1,347,812	$ 1,366,838
Less accumulated depreciation		595,638	571,992
		752,174	794,846
Land [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment		212,073	214,277
Building [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment		426,813	430,988
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment		358,549	365,599
Restaurant Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment		247,775	248,852
Other Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment		87,782	84,876
Other Capitalized Property Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	[1]	10,504	18,351
Construction in Progress and Other [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment		$ 4,316	$ 3,895

[1] Surplus properties represent assets held for sale that are not classified as such in the Consolidated Balance Sheets as we do not expect to sell these assets within the next 12 months. These assets primarily consist of parcels of land upon which we have no intention to build restaurants, closed properties which include a building, and liquor licenses not needed for operations.

XML

Note 1 - Summary of Significant Accounting Policies (Details) - Other Intangible Assets - USD ($) $ in Thousands		Jun. 02, 2015	Jun. 03, 2014
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 22,184	$ 22,313
Accumulated Amortization		11,813	9,587
Reacquired Franchise Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		14,417	14,460
Accumulated Amortization		9,871	8,371
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		4,208	4,194
Accumulated Amortization		862	390
Favorable Lease Valuations [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	[1]	2,059	2,059
Accumulated Amortization	[1]	403	322
Acquired Franchise Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		1,500	1,500
Accumulated Amortization		$ 677	463
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount			100
Accumulated Amortization			$ 41

[1] As of June 2, 2015 and June 3, 2014, we also had $0.8 million and $0.9 million, respectively, of unfavorable lease liabilities which resulted from the terms of acquired franchise operating lease contracts being unfavorable relative to market terms of comparable leases on the acquisition date. The majority of these liabilities are included within Other deferred liabilities in our Consolidated Balance Sheets.

XML

Consolidated Statements of Shareholders’ Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Deferred Compensation, Share-based Payments [Member]	Common Stock Held by the Deferred Compensation Plan [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Jun. 05, 2012	$ 640	$ 90,856	$ 498,985	$ 1,008	$ (1,008)	$ (14,257)	$ 576,224
Balance, Shares (in Shares) at Jun. 05, 2012	64,038
Net loss			(39,413)				(39,413)
Pension and post-retirement benefit plans, net of taxes						3,312	3,312
Shares issued pursuant to compensation plans, net of Cancellations	$ 13	4,077					4,090
Shares issued pursuant to compensation plans, net of Cancellations (in Shares)	1,292
Share-based compensation, net of taxes		2,900					2,900
Stock repurchases	$ (41)	(30,237)					(30,278)
Stock repurchases Shares (in Shares)	(4,082)
Changes in Deferred
Compensation Plan				86	(86)
Balance at Jun. 04, 2013	$ 612	67,596	459,572	1,094	(1,094)	(10,945)	516,835
Balance, Shares (in Shares) at Jun. 04, 2013	61,248
Net loss			(64,346)				(64,346)
Pension and post-retirement benefit plans, net of taxes						45	45
Shares issued pursuant to compensation plans, net of Cancellations	$ 3	1,573					1,576
Shares issued pursuant to compensation plans, net of Cancellations (in Shares)	258
Share-based compensation, net of taxes		7,678					7,678
Stock repurchases	$ (1)	(578)					(579)
Stock repurchases Shares (in Shares)	(64)
Changes in Deferred
Compensation Plan				(472)	472
Balance at Jun. 03, 2014	$ 614	76,269	395,226	622	(622)	(10,900)	461,209
Balance, Shares (in Shares) at Jun. 03, 2014	61,442
Net loss			(3,194)				(3,194)
Pension and post-retirement benefit plans, net of taxes						(40)	(40)
Shares issued pursuant to compensation plans, net of Cancellations	$ 7	549					556
Shares issued pursuant to compensation plans, net of Cancellations (in Shares)	665
Share-based compensation, net of taxes		7,125					7,125
Stock repurchases		(73)					(73)
Stock repurchases Shares (in Shares)	(9)
Changes in Deferred
Compensation Plan				59	(59)
Balance at Jun. 02, 2015	$ 621	$ 83,870	$ 392,032	$ 681	$ (681)	$ (10,940)	$ 465,583
Balance, Shares (in Shares) at Jun. 02, 2015	62,098

XML

Note 14 – Supplemental Condensed Consolidating Financial Statements (Details) - Condensed Consolidating Balance Sheets - USD ($) $ in Thousands	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013	Jun. 05, 2012
Current assets:
Cash and cash equivalents	$ 75,331	$ 51,326	$ 52,907	$ 48,184
Deferred income taxes, net		3,397
Accounts receivable	5,287	4,861
Inventories	20,411	21,174
Income tax receivable		2,133
Other current assets	18,634	16,899
Total current assets	119,663	99,790
Property and equipment, net	752,174	794,846
Other assets	57,554	61,791
Total assets	929,391	956,427	1,043,183
Current liabilities:
Accounts payable	23,005	26,201
Accrued and other current liabilities	76,222	82,806
Current maturities of long-term debt, including capital leases	10,861	4,816
Income tax payable	1,069
Deferred income taxes, net	7
Total current liabilities	111,164	113,823
Current liabilities:
Long-term debt and capital leases, less current maturities	234,173	253,875
Deferred income taxes, net	1,442	3,500
Other deferred liabilities	117,029	124,020
Total liabilities	463,808	495,218
Shareholders’ equity:
Common stock	621	614
Capital in excess of par value	83,870	76,269
Retained earnings	392,032	395,226
Accumulated other comprehensive loss	(10,940)	(10,900)
Total shareholders’ equity	465,583	461,209	516,835	576,224
Total liabilities & shareholders’ equity	929,391	956,427
Parent Company [Member]
Current assets:
Cash and cash equivalents	75,034	51,012	52,635	47,986
Deferred income taxes, net		(548)
Accounts receivable	1,557	1,725
Inventories	14,581	15,114
Income tax receivable	153,146	138,524
Other current assets	16,169	14,610
Total current assets	260,487	220,437
Property and equipment, net	554,089	587,783
Investment in subsidiaries	128,824	158,266
Due from/(to) subsidiaries	66,019	78,612
Other assets	47,148	48,780
Total assets	1,056,567	1,093,878
Current liabilities:
Accounts payable	18,533	20,545
Accrued and other current liabilities	42,458	46,450
Current maturities of long-term debt, including capital leases	(368)	(341)
Deferred income taxes, net	2,839
Total current liabilities	63,462	66,654
Current liabilities:
Long-term debt and capital leases, less current maturities	213,412	213,039
Deferred income taxes, net	(3,865)	(445)
Due to/(from) subsidiaries	215,373	243,665
Other deferred liabilities	102,602	109,756
Total liabilities	590,984	632,669
Shareholders’ equity:
Common stock	621	614
Capital in excess of par value	83,870	76,269
Retained earnings	392,032	395,226
Accumulated other comprehensive loss	(10,940)	(10,900)
Total shareholders’ equity	465,583	461,209
Total liabilities & shareholders’ equity	1,056,567	1,093,878
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	297	314	$ 272	$ 198
Deferred income taxes, net		3,945
Accounts receivable	3,730	3,136
Inventories	5,830	6,060
Other current assets	2,465	2,289
Total current assets	12,322	15,744
Property and equipment, net	198,085	207,063
Due from/(to) subsidiaries	215,373	243,665
Other assets	10,406	13,011
Total assets	436,186	479,483
Current liabilities:
Accounts payable	4,472	5,656
Accrued and other current liabilities	33,764	36,356
Current maturities of long-term debt, including capital leases	11,229	5,157
Income tax payable	154,215	136,391
Deferred income taxes, net	(2,832)
Total current liabilities	200,848	183,560
Current liabilities:
Long-term debt and capital leases, less current maturities	20,761	40,836
Deferred income taxes, net	5,307	3,945
Due to/(from) subsidiaries	66,019	78,612
Other deferred liabilities	14,427	14,264
Total liabilities	307,362	321,217
Shareholders’ equity:
Retained earnings	128,824	158,266
Total shareholders’ equity	128,824	158,266
Total liabilities & shareholders’ equity	436,186	479,483
Consolidation, Eliminations [Member]
Current assets:
Cash and cash equivalents	0
Income tax receivable	(153,146)	(136,391)
Total current assets	(153,146)	(136,391)
Investment in subsidiaries	(128,824)	(158,266)
Due from/(to) subsidiaries	(281,392)	(322,277)
Total assets	(563,362)	(616,934)
Current liabilities:
Income tax payable	(153,146)	(136,391)
Total current liabilities	(153,146)	(136,391)
Current liabilities:
Due to/(from) subsidiaries	(281,392)	(322,277)
Total liabilities	(434,538)	(458,668)
Shareholders’ equity:
Retained earnings	(128,824)	(158,266)
Total shareholders’ equity	(128,824)	(158,266)
Total liabilities & shareholders’ equity	$ (563,362)	$ (616,934)

XML

Note 3 - Discontinued Operations

12 Months Ended

Jun. 02, 2015

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

3.  Discontinued Operations

In an effort to focus primarily on the sales turnaround of our core Ruby Tuesday concept and secondly, to improve the financial performance of our Lime Fresh concept, we completed the closure of our Marlin & Ray’s, Wok Hay, and Truffles restaurants during fiscal year 2013. We have classified the results of operations of these concepts as discontinued operations for the fiscal years ended June 3, 2014 and June 4, 2013. The results of operations of our discontinued operations are as follows (in thousands):

	June 3, 2014			June 4, 2013
Restaurant sales and operating revenue		–		$	11,884
Income/(loss) before income taxes	$	458		$	(24,498	)
Benefit for income taxes		(106	)		(8,519	)
Income/(loss) from discontinued operations	$	564		$	(15,979	)

XML

Note 7 - Closures and Impairments Expense, Including Goodwill and Trademark Impairments (Details) - Future Liabilites Associated with Closed Properties - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014
Future Liabilites Associated with Closed Properties [Abstract]
Balance	$ 10,873	$ 8,727
Closing expense including rent and other lease charges	1,461	6,815
Payments	(4,807)	(5,805)
Other adjustments	(476)	1,136
Balance	$ 7,051	$ 10,873

XML

Note 11 - Segment Reporting (Details) - Reconciliation of Segment Profit to (Loss)/Income from Continuing Operations before Taxes - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 02, 2015	Mar. 03, 2015	Dec. 02, 2014	Sep. 02, 2014	Jun. 03, 2014	Mar. 04, 2014	Dec. 03, 2013	Sep. 03, 2013	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment profit									$ 113,778	$ 63,473	$ 101,163
Less:
Depreciation and amortization									(52,391)	(57,347)	(62,398)
Unallocated general and administrative expenses									(115,327)	(137,151)	(138,782)
Preopening expenses									(290)	(395)	(761)
Goodwill and trademark impairments										(855)	(14,058)
Interest expense, net									(22,735)	(24,945)	(26,576)
Other expense, net									(757)	(1,560)	(1,278)
Loss from continuing operations before income taxes	$ 5,713	$ (881)	$ (9,868)	$ (69)	$ 2,324	$ (8,200)	$ (36,647)	$ (27,052)	(5,105)	(69,575)	(21,934)
Corporate, Non-Segment [Member]
Less:
Unallocated general and administrative expenses									$ (42,710)	$ (47,946)	$ (18,026)

XML

Note 8 - Employee Post-employment Benefits (Details) - Benefits Expected to be Paid in Each of the Next Five Years and in the Aggregate for the Five Years Thereafter $ in Thousands	Jun. 02, 2015 USD ($)
Pension Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) - Benefits Expected to be Paid in Each of the Next Five Years and in the Aggregate for the Five Years Thereafter [Line Items]
2016	$ 3,911
2017	2,425
2018	2,368
2019	2,318
2020	2,276
2021-2025	20,126
Postretirement Medical and Life Benefits [Member]
Note 8 - Employee Post-employment Benefits (Details) - Benefits Expected to be Paid in Each of the Next Five Years and in the Aggregate for the Five Years Thereafter [Line Items]
2016	137
2017	132
2018	147
2019	129
2020	122
2021-2025	$ 568

XML

Note 2 - Franchise Programs (Tables)

12 Months Ended

Jun. 02, 2015

Franchise Programs [Abstract]

Schedule of Franchisor Disclosure [Table Text Block]

	Ruby Tuesday						Lime Fresh
Fiscal Year	Domestic		International		Total
2015		–		6		6		2
2014		1		6		7		2*
2013		–		2		2		2*

XML

Note 9 - Income Taxes (Details) - Rollforward of Deferred Tax Asset Valuation Allowance - USD ($) $ in Thousands	12 Months Ended
	Jun. 02, 2015	Jun. 03, 2014	Jun. 04, 2013
Valuation Allowance [Line Items]
Beginning of year	$ (54,582)	$ (24,566)	$ (2,392)
Changes in estimated realization of deferred tax assets:
End of year	(62,799)	(54,582)	(24,566)
Continuing Operations [Member]
Changes in estimated realization of deferred tax assets:
Changes in estimated realization of deferred tax assets	(9,138)	(31,187)	(20,885)
Discontinued Operations [Member]
Changes in estimated realization of deferred tax assets:
Changes in estimated realization of deferred tax assets		288	$ (1,289)
Other Reductions [Member]
Changes in estimated realization of deferred tax assets:
Changes in estimated realization of deferred tax assets	$ 921	$ 883

XML

Note 14 – Supplemental Condensed Consolidating Financial Statements (Tables)

12 Months Ended

Jun. 02, 2015

Disclosure Text Block Supplement [Abstract]

Condensed Balance Sheet [Table Text Block]

	Parent			Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	75,034		$	297		$	–		$	75,331
Accounts receivable		1,557			3,730			–			5,287
Inventories		14,581			5,830			–			20,411
Income tax receivable		153,146			–			(153,146	)		–
Other current assets		16,169			2,465			–			18,634
Total current assets		260,487			12,322			(153,146	)		119,663
Property and equipment, net		554,089			198,085			–			752,174
Investment in subsidiaries		128,824			–			(128,824	)		–
Due from/(to) subsidiaries		66,019			215,373			(281,392	)		–
Other assets		47,148			10,406			–			57,554
Total assets	$	1,056,567		$	436,186		$	(563,362	)	$	929,391
Liabilities & Shareholders’ Equity
Current liabilities:
Accounts payable	$	18,533		$	4,472			–		$	23,005
Accrued and other current liabilities		42,458			33,764			–			76,222
Current maturities of long-term debt, including capital leases		(368	)		11,229			–			10,861
Income tax payable		–			154,215			(153,146	)		1,069
Deferred income taxes, net		2,839			(2,832	)		–			7
Total current liabilities		63,462			200,848			(153,146	)		111,164
Long-term debt and capital leases, less current maturities		213,412			20,761			–			234,173
Deferred income taxes, net		(3,865	)		5,307			–			1,442
Due to/(from) subsidiaries		215,373			66,019			(281,392	)		–
Other deferred liabilities		102,602			14,427			–			117,029
Total liabilities		590,984			307,362			(434,538	)		463,808
Shareholders’ equity:
Common stock		621			–			–			621
Capital in excess of par value		83,870			–			–			83,870
Retained earnings		392,032			128,824			(128,824	)		392,032
Accumulated other comprehensive loss		(10,940	)		–			–			(10,940	)
Total shareholders’ equity		465,583			128,824			(128,824	)		465,583
Total liabilities & shareholders’ equity	$	1,056,567		$	436,186		$	(563,362	)	$	929,391

	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, net		(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, net		(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 Income Statement [Table Text Block]

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	809,171		$	310,971			–		$	1,120,142
Franchise revenue		238			6,186			–			6,424
		809,409			317,157			–			1,126,566
Operating costs and expenses:
Cost of goods sold		220,537			84,769			–			305,306
Payroll and related costs		270,535			112,726			–			383,261
Other restaurant operating costs		176,130			68,222			–			244,352
Depreciation		37,155			12,993			–			50,148
Selling, general, and administrative		75,418			39,909			–			115,327
Intercompany selling, general, and administrative allocations		44,768			(44,768	)		–			–
Closures and impairments, net		7,914			2,628			–			10,542
Equity in earnings of subsidiaries		(28,148	)		–			28,148			–
Interest expense, net		18,489			4,246			–			22,735
Intercompany interest expense/(income)		12,009			(12,009	)		–			–
		834,807			268,716			28,148			1,131,671
(Loss)/income before income taxes		(25,398	)		48,441			(28,148	)		(5,105	)
(Benefit)/provision for income taxes		(22,204	)		20,293			–			(1,911	)
Net (loss)/income	$	(3,194	)	$	28,148		$	(28,148	)	$	(3,194	)
Other comprehensive loss:
Pension liability reclassification, net of tax		(40	)		–			–			(40	)
Total comprehensive (loss)/income	$	(3,234	)	$	28,148		$	(28,148	)	$	(3,234	)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	842,842		$	319,581			–		$	1,162,423
Franchise revenue		223			6,100			–			6,323
		843,065			325,681			–			1,168,746
Operating costs and expenses:
Cost of goods sold		233,562			87,959			–			321,521
Payroll and related costs		287,358			117,021			–			404,379
Other restaurant operating costs		187,055			73,392			–			260,447
Depreciation		40,188			14,640			–			54,828
Selling, general, and administrative		87,248			49,903			–			137,151
Intercompany selling, general, and administrative allocations		59,257			(59,257	)		–			–
Closures and impairments, net		18,904			13,927			–			32,831
Trademark impairment		–			855			–			855
Equity in earnings of subsidiaries		(21,005	)		–			21,005			–
Interest expense, net		19,978			4,967			–			24,945
Intercompany interest expense/(income)		13,081			(13,081	)		–			–
Loss on extinguishment of debt		1,364			–			–			1,364
		926,990			290,326			21,005			1,238,321
(Loss)/income from continuing operations before income taxes		(83,925	)		35,355			(21,005	)		(69,575	)
(Benefit)/provision for income taxes from continuing operations		(19,015	)		14,350			–			(4,665	)
(Loss)/income from continuing operations		(64,910	)		21,005			(21,005	)		(64,910	)
Income from discontinued operations, net of tax		564			–			–			564
Net (loss)/income	$	(64,346	)	$	21,005		$	(21,005	)	$	(64,346	)
Other comprehensive income:
Pension liability reclassification, net of tax		45			–			–			45
Total comprehensive (loss)/income	$	(64,301	)	$	21,005		$	(21,005	)	$	(64,301	)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	904,761		$	340,465			–		$	1,245,226
Franchise revenue		188			6,073			–			6,261
		904,949			346,538			–			1,251,487
Operating costs and expenses:
Cost of goods sold		248,378			93,134			–			341,512
Payroll and related costs		298,194			121,485			–			419,679
Other restaurant operating costs		185,224			73,790			–			259,014
Depreciation		43,541			15,581			–			59,122
Selling, general, and administrative		91,587			47,195			–			138,782
Intercompany selling, general, and administrative allocations		68,466			(68,466	)		–			–
Closures and impairments, net		13,181			1,475			–			14,656
Goodwill and trademark impairments		9,023			5,035			–			14,058
Equity in earnings of subsidiaries		(38,485	)		–			38,485			–
Interest expense, net		20,920			5,656			–			26,576
Intercompany interest expense/(income)		13,826			(13,826	)		–			–
Loss on extinguishment of debt		22			–			–			22
		953,877			281,059			38,485			1,273,421
(Loss)/income from continuing operations before income taxes		(48,928	)		65,479			(38,485	)		(21,934	)
Provision/(benefit) for income taxes from continuing operations		(25,494	)		26,994			–			1,500
(Loss)/income from continuing operations		(23,434	)		38,485			(38,485	)		(23,434	)
Loss from discontinued operations, net of tax		(15,979	)		(810	)		810			(15,979	)
Net (loss)/income	$	(39,413	)	$	37,675		$	(37,675	)	$	(39,413	)
Other comprehensive income:
Pension liability reclassification, net of tax		3,312			–			–			3,312
Total comprehensive (loss)/income	$	(36,101	)	$	37,675		$	(37,675	)	$	(36,101	)

Condensed Cash Flow Statement [Table Text Block]

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	63,076		$	77,717		$	(85,882	)	$	54,911
Investing activities:
Purchases of property and equipment		(23,326	)		(7,684	)		–			(31,010	)
Proceeds from disposal of assets		10,213			1,047			–			11,260
Other, net		2,118			135			–			2,253
Net cash used by investing activities		(10,995	)		(6,502	)		–			(17,497	)
Financing activities:
Principal payments on long-term debt		4			(13,642	)		–			(13,638	)
Stock repurchases		(73	)		–			–			(73	)
Payments for debt issuance costs		(293	)		–			–			(293	)
Proceeds from exercise of stock options		556			–			–			556
Excess tax benefits from share-based compensation		39			–			–			39
Intercompany transactions		(28,292	)		(57,590	)		85,882			–
Net cash used by financing activities		(28,059	)		(71,232	)		85,882			(13,409	)
Increase/(decrease) in cash and cash equivalents		24,022			(17	)		–			24,005
Cash and cash equivalents:
Beginning of year		51,012			314			-			51,326
End of year	$	75,034		$	297		$	-		$	75,331

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	5,854		$	57,064		$	(17,543	)	$	45,375
Investing activities:
Purchases of property and equipment		(21,132	)		(7,207	)		–			(28,339	)
Proceeds from sale-leaseback transactions, net		5,637			–			–			5,637
Proceeds from disposal of assets		14,503			1,023			–			15,526
Other, net		973			–			–			973
Net cash used by investing activities		(19	)		(6,184	)		–			(6,203	)
Financing activities:
Principal payments on long-term debt		(20,019	)		(20,213	)		–			(40,232	)
Stock repurchases		(579	)		–			–			(579	)
Payments for debt issuance costs		(1,802	)		–			–			(1,802	)
Proceeds from exercise of stock options		1,576			–			–			1,576
Excess tax benefits from share-based compensation		284			–			–			284
Intercompany transactions		13,082			(30,625	)		17,543			–
Net cash used by financing activities		(7,458	)		(50,838	)		17,543			(40,753	)
(Decrease)/increase in cash and cash equivalents		(1,623	)		42			–			(1,581	)
Cash and cash equivalents:
Beginning of year		52,635			272			–			52,907
End of year	$	51,012		$	314		$	-		$	51,326

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	34,877		$	89,925		$	(88,848	)	$	35,954
Investing activities:
Purchases of property and equipment		(31,531	)		(5,586	)		–			(37,117	)
Proceeds from sale-leaseback transactions, net		51,765			–			–			51,765
Proceeds from disposal of assets		4,421			2,576			–			6,997
Other, net		468			–			–			468
Net cash used by investing activities		25,123			(3,010	)		–			22,113
Financing activities:
Principal payments on long-term debt		(14,514	)		(12,666	)		–			(27,180	)
Stock repurchases		(30,278	)		–			–			(30,278	)
Payments for debt issuance costs		(358	)		–			–			(358	)
Proceeds from exercise of stock options		4,090			–			–			4,090
Excess tax benefits from share-based compensation		382			–			–			382
Intercompany transactions		(14,673	)		(74,175	)		88,848			–
Net cash used by financing activities		(55,351	)		(86,841	)		88,848			(53,344	)
Increase in cash and cash equivalents		4,649			74			–			4,723
Cash and cash equivalents:
Beginning of year		47,986			198			–			48,184
End of year	$	52,635		$	272		$	-		$	52,907

XML

Note 13 – Fair Value Measurements

12 Months Ended

Jun. 02, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

13. Fair Value Measurements

The following table presents the fair values of our financial assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the measurements fall (in thousands):

	Level		June 2, 2015			June 3, 2014
Deferred compensation plan – Assets		1	$	8,017		$	8,930
Deferred compensation plan – Liabilities		1		(8,017	)		(8,930	)

There were no transfers among levels within the fair value hierarchy during fiscal years 2015 or 2014.

The Deferred Compensation Plan and the Ruby Tuesday, Inc. Restated Deferred Compensation Plan (the “Predecessor Plan”) are unfunded, non-qualified deferred compensation plans for eligible employees. Assets earmarked to pay benefits under the Deferred Compensation Plan and Predecessor Plan are held by a rabbi trust. We report the accounts of the rabbi trust in our Consolidated Financial Statements. The investments held by these plans are considered trading securities and are reported at fair value based on third-party broker statements. The realized and unrealized holding gains and losses related to these other investments, as well as the offsetting compensation expense, is recorded in Selling, general, and administrative expense, net in the Consolidated Financial Statements.

The investment in RTI common stock and related liability payable in RTI common stock, which are reflected in Shareholders’ Equity in the Consolidated Balance Sheets, are excluded from the fair value table above as these are considered treasury shares and reported at cost.

The following table presents the fair values on our Consolidated Balance Sheets as of June 2, 2015 and June 3, 2014 for those assets and liabilities measured on a non-recurring basis(in thousands):

	Fair Value Measurements
	Level		June 2, 2015		June 3, 2014
Long-lived assets held for sale		2	$	3,708	$	23,035
Long-lived assets held for use		2		3,283		8,882
Total			$	6,991	$	31,917

The following table presents the losses recognized during the fiscal years ended June 2, 2015, June 3, 2014, and June 4, 2013 resulting from fair value measurements of assets and liabilities measured on a non-recurring basis. The losses associated with continuing operations are included in Closures and impairments, net and Goodwill and trademark impairments, and the losses associated with discontinued operations are included in Loss from discontinued operations in our Consolidated Statements of Operations and Comprehensive Loss (in thousands):

	2015		2014		2013
Included within continuing operations
Long-lived assets held for sale	$	1,830	$	872	$	3,556
Long-lived assets held for use		7,992		24,319		12,804
	$	9,822	$	25,191	$	16,360
Included within discontinued operations			$	177	$	18,842

Long-lived assets held for sale are valued using Level 2 inputs, primarily from information obtained through broker listings and sales agreements. Costs to market and/or sell are factored into the estimates of fair value for those properties included in Assets held for sale on our Consolidated Balance Sheets.

We review our long-lived assets (primarily property, equipment, and, as appropriate, reacquired franchise rights and favorable leases) related to each restaurant to be held and used in the business, whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable.

Long-lived assets held for use presented in the table above includes restaurants or groups of restaurants that we have impaired. From time to time, the table will also include closed restaurants or surplus sites not meeting held for sale criteria that have been offered for sale at a price less than their carrying value. Included within discontinued operations in the table above are charges related to restaurants that were impaired as a result of the closing of all Marlin & Ray’s, Truffles, and Wok Hay restaurants during fiscal year 2013.

The fair values of our long-lived assets held for use are also based on broker estimates of the value of the land, building, leasehold improvements, and other residual assets (Level 2) or discounted cash flow estimates using unobservable inputs (Level 3).

Our financial instruments at June 2, 2015 and June 3, 2014 consisted of cash and cash equivalents, accounts receivable and payable, and long-term debt. The fair values of cash and cash equivalents and accounts receivable and payable approximated their carrying values because of the short-term nature of these instruments. The carrying amounts and fair values of our long-term debt, which are not measured on a recurring basis using fair value, are as follows (in thousands):

	June 2, 2015				June 3, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt (Level 2)	$	244,828	$	255,194	$	258,490	$	262,985

We estimated the fair value of debt using market quotes and calculations based on market rates.