Condensed Financial Statements [Text Block] | 13 . Supplemental Condensed Consolidating Financial Statements As discussed in Note 6 to the Condensed 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 August 30, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 68,515 $ 146 $ – $ 68,661 Accounts and other receivables 2, 625 4, 483 – 7,108 Inventories 13,653 5,005 – 18,658 Income tax receivable 170,031 – ( 165,310 ) 4,721 Other current assets 12, 652 9, 840 – 22,49 2 Total current assets 267,476 19,474 ( 165,310 ) 121,6 40 Property and equipment, net 491,229 160,548 – 651,777 Investment in subsidiaries 8 2,482 – ( 82,482 ) – Due from/(to) subsidiaries 8 1,389 216,770 ( 298,159 ) – Other assets 39,993 4,749 – 44,7 42 Total assets $ 962,569 $ 401,541 $ ( 545,951 ) $ 818,159 Liabilities & Shareholders ’ Equity Current liabilities: Accounts payable $ 18,065 $ 3,968 $ – $ 2 2,033 Accrued and other current liabilities 5 2,324 39, 834 – 92,158 Current maturities of long-term debt, including capital leases ( 1,088 ) 10,869 – 9, 781 Income tax payable – 165,310 ( 165,310 ) – Total current liabilities 69,301 219,981 ( 165,310 ) 123,972 Long-term debt and capital leases, less current maturities 209,350 4,378 – 213,728 Due to/(from) subsidiaries 216,770 8 1,389 ( 298,159 ) – Other deferred liabilities 97, 869 13, 311 – 111, 180 Total liabilities 593, 290 3 19,059 ( 463,469 ) 448,880 Shareholders ’ equity: Common stock 602 – – 602 Capital in excess of par value 7 6,772 – – 7 6,772 Retained earnings 301,658 82,482 ( 82,482 ) 301,658 Accumulated other comprehensive loss ( 9,753 ) – – ( 9,753 ) Total shareholders ’ equity 369,279 82,482 ( 82,482 ) 369,279 Total liabilities & shareholders ’ equity $ 962, 569 $ 40 1,541 $ ( 545,951 ) $ 818,159 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 Statement of Operations and Comprehensive Loss For the Thirteen Weeks Ended August 30, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Revenue: Restaurant sales and operating revenue $ 185,088 $ 70,676 $ – $ 255,764 Franchise revenue 10 883 – 893 Total revenue 185,098 71,559 – 256,657 Operating costs and expenses: Cost of goods sold 52,182 20,008 – 72,190 Payroll and related costs 63,575 27,032 – 90,607 Other restaurant operating costs 40,976 16,387 – 57,363 Depreciation and amortization 8,088 3,141 – 11,229 Selling, general, and administrative 19,386 12,199 – 31,585 Intercompany selling, general, and administrative allocations 10,363 ( 10,363 ) – – Closures and impairments, net 1 6,584 1 3,608 – 30,192 Equity in losses of subsidiaries 9,032 – (9,032 ) – Interest expense, net 4,582 295 – 4,877 Intercompany interest expense/(income) 2,953 ( 2,953 ) – – Total operating costs and expenses 22 7,721 79,354 (9,032 ) 298,043 Loss before income taxes ( 42,623 ) (7,795 ) 9,032 ( 41,386 ) (Benefit)/provision for income taxes ( 2,931 ) 1,237 – ( 1,694 ) Net loss $ ( 39,692 ) $ (9,032 ) $ 9,032 $ ( 39,692 ) Other comprehensive income: Pension liability reclassification 355 – – 355 Total comprehensive loss $ ( 39,337 ) $ (9,032 ) $ 9,032 $ ( 39,337 ) Condensed Consolidating Statement of Operations and Comprehensive Loss For the Thirteen Weeks Ended September 1, 2015 (In thousands) Parent Guarantors Eliminations Consolidated Revenue: Restaurant sales and operating revenue $ 201,416 $ 76,491 $ – $ 277,907 Franchise revenue 15 1,558 – 1,573 Total revenue 201,431 78,049 – 279,480 Operating costs and expenses: Cost of goods sold 55,228 21,013 – 76,241 Payroll and related costs 67,341 27,994 – 95,335 Other restaurant operating costs 45,202 17,005 – 62,207 Depreciation and amortization 9,127 3,679 – 12,806 Selling, general, and administrative 20,589 8,807 – 29,396 Intercompany selling, general, and administrative allocations 11,126 ( 11,126 ) – – Closures and impairments, net 2,589 123 – 2,712 Equity in earnings of subsidiaries ( 11,966 ) – 11,966 – Interest expense, net 4,598 1,402 – 6,000 Intercompany interest expense/(income) 2,975 ( 2,975 ) – – Total operating costs and expenses 206,809 65,922 11,966 284,697 (Loss)/income before income taxes ( 5,378 ) 12,127 ( 11,966 ) ( 5,217 ) (Benefit)/provision for income taxes ( 1,184 ) 161 – ( 1,023 ) Net (loss)/income $ ( 4,194 ) $ 11,966 $ ( 11,966 ) $ ( 4,194 ) Other comprehensive loss: Pension liability reclassification, net of tax ( 44 ) – – ( 44 ) Total comprehensive (loss)/income $ ( 4,238 ) $ 11,966 $ ( 11,966 ) $ ( 4,238 ) Condensed Consolidating Statement of Cash Flows For the Thirteen Weeks Ended August 30, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Net cash provided by operating activities $ 4,204 $ 9,280 $ ( 11,877 ) $ 1, 607 Investing activities: Purchases of property and equipment (4,992 ) (1,366 ) – ( 6,358 ) Proceeds from disposal of assets 5,257 – – 5,257 Other, net 1,322 – – 1,322 Net cash provided/(used) by investing activities 1,587 (1,366 ) – 221 Financing activities: Principal payments on long-term debt 11 (486 ) – ( 475 ) Stock repurchases ( 26 ) – – ( 26 ) Payments for debt issuance costs ( 7 ) – – ( 7 ) Intercompany dividend – (7,415 ) 7,415 – Other intercompany transactions (4,462 ) – 4,462 – Net cash used by financing activities (4,484 ) (7,901 ) 11,877 ( 508 ) In crease in cash and cash equivalents 1,307 13 – 1,320 Cash and cash equivalents: Beginning of fiscal year 67,208 133 – 67,341 End of quarter $ 68,515 $ 146 $ – $ 6 8,661 Consolidating Statement of Cash Flows For the Thirteen Weeks Ended September 1, 2015 (In thousands) Parent Guarantors Eliminations Consolidated Net cash (used)/provided by operating activities $ (6,213 ) $ 22,659 $ (18,917 ) $ (2,471 ) Investing activities: Purchases of property and equipment ( 7,138 ) ( 2,804 ) – ( 9,942 ) Proceeds from disposal of assets 2,746 – – 2,746 Other, net 209 – – 209 Net cash used by investing activities ( 4,183 ) ( 2,804 ) – ( 6,987 ) Financing activities: Principal payments on long-term debt 11 ( 8,912 ) – ( 8,901 ) Stock repurchases ( 9 ) – – ( 9 ) Payments for debt issuance costs ( 25 ) – – ( 25 ) Intercompany dividend – (10,946 ) 10,946 – Other intercompany transactions (7,971 ) – 7,971 – Net cash used by financing activities (7,994 ) ( 19,858 ) 18,917 ( 8,935 ) D ecrease in cash and cash equivalents (18,390 ) ( 3 ) – (18,393 ) Cash and cash equivalents: Beginning of fiscal year 75,034 297 – 75,331 End of quarter $ 56,644 $ 294 $ – $ 56,938 |