Condensed Financial Statements [Text Block] | 1 4 . 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 May 31, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 67,208 $ 133 $ – $ 67,341 Accounts and other receivables 8,102 4,725 – 12,827 Inventories 15,401 6,194 – 21,595 Income tax receivable 167,065 – (164,062 ) 3,003 Other current assets 11,282 4,868 – 16,150 Total current assets 269,058 15,920 (164,062 ) 120,916 Property and equipment, net 501,482 169,768 – 671,250 Investment in subsidiaries 98,929 – (98,929 ) – Due from/(to) subsidiaries 76,208 213,816 (290,024 ) – Other assets 40,626 5,125 – 45,751 Total assets $ 986,303 $ 404,629 $ (553,015 ) $ 837,917 Liabilities & Shareholders ’ Equity Current liabilities: Accounts payable $ 17,405 $ 4,736 $ – $ 22,141 Accrued and other current liabilities 35,674 29,957 – 65,631 Current maturities of long-term debt, including capital leases (1,067 ) 11,001 – 9,934 Income tax payable – 164,062 (164,062 ) – Total current liabilities 52,012 209,756 (164,062 ) 97,706 Long-term debt and capital leases, less current maturities 209,058 4,745 – 213,803 Due to/(from) subsidiaries 213,816 76,208 (290,024 ) – Other deferred liabilities 103,637 14,991 – 118,628 Total liabilities 578,523 305,700 (454,086 ) 430,137 Shareholders ’ equity: Common stock 601 – – 601 Capital in excess of par value 75,938 – – 75,938 Retained earnings 341,350 98,929 (98,929 ) 341,350 Accumulated other comprehensive loss (10,109 ) – – (10,109 ) Total shareholders ’ equity 407,780 98,929 (98,929 ) 407,780 Total liabilities & shareholders ’ equity $ 986,303 $ 404,629 $ (553,015 ) $ 837,917 Condensed Consolidating Balance Sheet As of June 2, 2015 (as adjusted) (In thousands) Parent Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 75,034 $ 297 $ – $ 75,331 Accounts and other receivables 1,557 3,730 – 5,287 Inventories 14,581 5,830 – 20,411 Income tax receivable 153,146 – (153,146 ) – Other current assets 15,543 2,308 – 17,851 Total current assets 259,861 12,165 (153,146 ) 118,880 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 44,118 10,280 – 54,398 Total assets $ 1,052,911 $ 435,903 $ (563,362 ) $ 925,452 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 (994 ) 11,072 – 10,078 Income tax payable – 154,215 (153,146 ) 1,069 Deferred income taxes, net 2,839 (2,832 ) – 7 Total current liabilities 62,836 200,691 (153,146 ) 110,381 Long-term debt and capital leases, less current maturities 210,382 20,635 – 231,017 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 587,328 307,079 (434,538 ) 459,869 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 $ 1,052,911 $ 435,903 $ (563,362 ) $ 925,452 Condensed Consolidating Statement of Operations and Comprehensive (Loss)/Income For the Fiscal Year Ended May 31, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Revenue: Restaurant sales and operating revenue $ 785,147 $ 299,887 $ – $ 1,085,034 Franchise revenue 245 5,949 – 6,194 Total revenue 785,392 305,836 – 1,091,228 Operating costs and expenses: Cost of goods sold 216,121 82,408 – 298,529 Payroll and related costs 263,499 111,062 – 374,561 Other restaurant operating costs 167,051 62,467 – 229,518 Depreciation and amortization 36,387 14,971 – 51,358 Selling, general, and administrative 70,012 39,615 – 109,627 Intercompany selling, general, and administrative allocations 42,870 (42,870 ) – – Closures and impairments, net 40,683 21,998 – 62,681 Trademark impairment – 1,999 – 1,999 Equity in earnings of subsidiaries (15,212 ) – 15,212 – Gain on sale s of Lime Fresh Mexican Grill assets (5,937 ) – – (5,937 ) Interest expense, net 18,339 3,425 – 21,764 Intercompany interest expense/(income) 12,143 (12,143 ) – – Gain on extinguishment of debt (10 ) – – (10 ) Total operating costs and expenses 845,946 282,932 15,212 1,144,090 (Loss)/income before income taxes (60,554 ) 22,904 (15,212 ) (52,862 ) (Benefit)/provision for income taxes (9,872 ) 7,692 – (2,180 ) Net (loss)/income $ (50,682 ) $ 15,212 $ (15,212 ) $ (50,682 ) Other comprehensive income: Pension liability reclassification 831 – – 831 Total comprehensive (loss)/income $ (49,851 ) $ 15,212 $ (15,212 ) $ (49,851 ) Condensed Consolidating Statement of Operations and Comprehensive (Loss)/Income For the Fiscal Year Ended June 2 , 201 5 (as adjusted) (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 Total revenue 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 175,819 66,290 – 242,109 Depreciation and amortization 37,466 14,925 – 52,391 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 ) – – Total operating costs and expenses 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 (as adjusted) (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 Total revenue 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 186,737 71,191 – 257,928 Depreciation and amortization 40,506 16,841 – 57,347 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 Total operating costs and expenses 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)/p rovision for income taxes from (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 Cash Flows For the Fiscal Year Ended May 31, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Net cash provided by operating activities $ 15,721 $ 71,061 $ (46,665 ) $ 40,117 Investing activities: Purchases of property and equipment (24,174 ) (10,253 ) – (34,427 ) Proceeds from disposal of assets 11,701 – – 11,701 Other, net 2,971 – – 2,971 Net cash used by investing activities (9,502 ) (10,253 ) – (19,755 ) Financing activities: Principal payments on long-term debt (2,379 ) (15,864 ) – (18,243 ) Stock repurchases (10,077 ) – – (10,077 ) Payments for debt issuance costs (32 ) – – (32 ) Intercompany transactions (1,557 ) (45,108 ) 46,665 – Net cash used by financing activities (14,045 ) (60,972 ) 46,665 (28,352 ) Decrease in cash and cash equivalents (7,826 ) (164 ) – (7,990 ) Cash and cash equivalents: Beginning of fiscal year 75,034 297 – 75,331 End of fiscal year $ 67,208 $ 133 $ – $ 67,341 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 fiscal year 51,012 314 – 51,326 End of fiscal 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 fiscal year 52,635 272 – 52,907 End of fiscal year $ 51,012 $ 314 $ – $ 51,326 |