Condensed Financial Statements [Text Block] | 13 . Supplemental Condensed Consolidating Financial Statements As discussed in Note 6 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) Condensed Consolidating Balance Sheet As of February 28 , 2017 (In thousands) Parent Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 32,495 $ 132 $ – $ 32,627 Accounts and other receivables 8,223 5,192 – 13,415 Inventories 13,068 4,949 – 18,017 Income tax receivable 173,370 – (168 ,632 ) 4,738 Other current assets 16,906 11,679 – 28,585 Total current assets 244,062 21,952 (168,632 ) 97,382 Property and equipment, net 459,402 142,146 – 601,548 Investment in subsidiaries 70,596 – (70 ,596 ) – Due from/(to) subsidiaries 93,299 222,799 (316 ,098 ) – Other assets 39,617 4,263 – 43,880 Total assets $ 906,976 $ 391,160 $ (555 ,326 ) $ 742,810 Liabilities & Shareholders ’ Equity Current liabilities: Accounts payable $ 18,834 $ 4,749 $ – $ 23,583 Accrued and other current liabilities 50,686 18,313 – 68,999 Deferred revenue – gift cards (502 ) 17,974 – 17,472 Current maturities of long-term debt, including capital leases (1 ,132 ) 1,481 – 349 Income tax payable – 168,632 (168 ,632 ) – Total current liabilities 67,886 211,149 (168,632 ) 110,403 Long-term debt and capital leases, less current maturities 209,911 3,622 – 213 ,533 Due to/(from) subsidiaries 222,799 93,299 (316 ,098 ) – Other deferred liabilities 91,984 12,494 – 104,478 Total liabilities 592,580 320,564 (484 ,730 ) 428,414 Shareholders ’ equity: Common stock 605 – – 605 Capital in excess of par value 78,937 – – 78,937 Retained earnings 243,897 70,596 ( 70,596 ) 243,897 Accumulated other comprehensive loss (9 ,043 ) – – (9,043 ) Total shareholders ’ equity 314,396 70,596 (70,596 ) 314,396 Total liabilities & shareholders ’ equity $ 906,976 $ 391,160 $ (555 ,326 ) $ 742,810 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 36,155 13,122 – 49,277 Deferred revenue – gift cards (481 ) 16,835 – 16,354 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 February 28 , 2017 (In thousands) Parent Guarantors Eliminations Consolidated Revenue: Restaurant sales and operating revenue $ 165,005 $ 59,933 $ – $ 224,938 Franchise revenue – 794 – 794 Total revenue 165,005 60,727 – 225,732 Operating costs and expenses: Cost of goods sold 47,164 17,176 – 64,340 Payroll and related costs 57,485 22,595 – 80,080 Other restaurant operating costs 33,356 11,730 – 45,086 Depreciation and amortization 7,509 2,612 – 10,121 G eneral and administrative expenses 7,295 6,581 – 13,876 Intercompany general and administrative allocations 9,167 (9,167 ) – – Marketing expenses, net 10,296 3,511 – 13,807 Closures and impairments, net 11,253 2,188 – 13,441 Equity in earnings of subsidiaries (2,017 ) – 2,017 – Interest expense, net 4,688 182 – 4,870 Intercompany interest expense/(income) 3,035 (3,035 ) – – Total operating costs and expenses 189,231 54,373 2,017 245,621 (Loss)/income before income taxes (24 ,226 ) 6,354 2,017 (19,889 ) (Benefit)/provision for income taxes (4,421 ) 4,337 – (84 ) Net (loss)/income $ (19 ,805 ) $ 2,017 $ (2,017 ) $ (19,805 ) Other comprehensive income: Pension liability reclassification 356 – – 356 Total comprehensive (loss)/income $ (19 ,449 ) $ 2,017 $ (2,017 ) $ (19,449 ) Condensed Consolidating Statement of Operations and Comprehensive Loss For the Thirty -Nine Weeks Ended February 28 , 2017 (In thousands) Parent Guarantors Eliminations Consolidated Revenue: Restaurant sales and operating revenue $ 507,414 $ 187,103 $ – $ 694,517 Franchise revenue 10 2,581 – 2,591 Total revenue 507,424 189,684 – 697,108 Operating costs and expenses: Cost of goods sold 145,051 53,621 – 198,672 Payroll and related costs 179,149 71,956 – 251,105 Other restaurant operating costs 108,613 40,456 – 149,069 Depreciation and amortization 23,265 8,573 – 31,838 G eneral and administrative expenses 26,376 21,983 – 48,359 Intercompany general and administrative allocations 28,223 (28,223 ) – – Marketing expenses, net 32,119 11,209 – 43,328 Closures and impairments, net 38,025 21,316 – 59,341 Equity in losses of subsidiaries 7,791 – (7 ,791 ) – Interest expense, net 13,829 762 – 14,591 Intercompany interest expense/(income) 8,983 (8,983 ) – – Total operating costs and expenses 611,424 192,670 (7 ,791 ) 796,303 (Loss)/income before income taxes (104 ,000 ) (2 ,986 ) 7,791 (99 ,195 ) (Benefit)/provision for income taxes (6 ,547 ) 4,805 – (1 ,742 ) Net loss $ (97 ,453 ) $ (7 ,791 ) $ 7,791 $ (97,453 ) Other comprehensive income: Pension liability reclassification 1,066 – – 1,066 Total comprehensive loss $ (96,387 ) $ (7 ,791 ) $ 7,791 $ (96,387 ) Condensed Consolidating Statement of Operations and Comprehensive Loss For the Thirteen Weeks Ended March 1, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Revenue: Restaurant sales and operating revenue $ 194,527 $ 75,341 $ – $ 269,868 Franchise revenue 90 1,512 – 1,602 Total revenue 194,617 76,853 – 271,470 Operating costs and expenses: Cost of goods sold 54,209 20,934 – 75,143 Payroll and related costs 65,474 27,883 – 93,357 Other restaurant operating costs 40,008 15,303 – 55,311 Depreciation and amortization 9,008 3,724 – 12,732 General and administrative expenses 7,315 6,833 – 14,148 Intercompany general and administrative allocations 10,726 (10,726 ) – – Marketing expenses, net 9,685 3,545 – 13,230 Closures and impairments, net 3,993 2,130 – 6,123 Equity in earnings of subsidiaries (5,676 ) – 5,676 – Interest expense, net 4,556 439 – 4,995 Intercompany interest expense/(income) 3,058 (3,058 ) – – Total operating costs and expenses 202,356 67,007 5,676 275,039 (Loss)/income before income taxes (7,739 ) 9,846 (5,676 ) (3,569 ) (Benefit)/provision for income taxes (4,653 ) 4,170 – (483 ) Net (loss)/income $ (3,086 ) $ 5,676 $ (5,676 ) $ (3,086 ) Other comprehensive income: Pension liability reclassification, net of tax 885 – – 885 Total comprehensive (loss)/income $ (2,201 ) $ 5,676 $ (5,676 ) $ (2,201 ) Condensed Consolidating Statement of Operations and Comprehensive Loss For the Thirty-Nine Weeks Ended March 1, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Revenue: Restaurant sales and operating revenue $ 583,055 $ 224,050 $ – $ 807,105 Franchise revenue 220 4,581 – 4,801 Total revenue 583,275 228,631 – 811,906 Operating costs and expenses: Cost of goods sold 160,212 61,477 – 221,689 Payroll and related costs 197,732 83,244 – 280,976 Other restaurant operating costs 126,234 47,669 – 173,903 Depreciation and amortization 27,305 11,169 – 38,474 General and administrative expenses 23,797 20,429 – 44,226 Intercompany general and administrative allocations 32,188 (32,188 ) – – Marketing expenses, net 29,591 10,805 – 40,396 Closures and impairments, net 16,080 4,827 – 20,907 Equity in earnings of subsidiaries (18,907 ) – 18,907 – Interest expense, net 13,806 2,294 – 16,100 Intercompany interest expense/(income) 9,049 (9,049 ) – – Total operating costs and expenses 617,087 200,677 18,907 836,671 (Loss)/income before income taxes (33,812 ) 27,954 (18,907 ) (24,765 ) (Benefit)/provision for income taxes (10,733 ) 9,047 – (1,686 ) Net (loss)/income $ (23,079 ) $ 18,907 $ (18,907 ) $ (23,079 ) Other comprehensive income: Pension liability reclassification, net of tax 1,347 – – 1,347 Total comprehensive (loss)/income $ (21,732 ) $ 18,907 $ (18,907 ) $ (21,732 ) Condensed Consolidating Statement of Cash Flows For the Thirty -Nine Weeks Ended February 28 , 2017 (In thousands) Parent Guarantors Eliminations Consolidated Net cash (used)/pr ovided by operating activities $ (38,058 ) $ 27,897 $ (11 ,558 ) $ (21,719 ) Investing activities: Purchases of property and equipment ( 21,631 ) (5 ,321 ) – (26 ,952 ) Proceeds from disposal of assets 13,471 8,573 – 22,044 Insurance proceeds from property claims 358 – 358 Reductions in Deferred Compensation Plan assets 1,702 – 1,702 Other, net 1,439 – – 1,439 Net cash (used)/provided by investing activities (4,661 ) 3 ,252 – (1,409 ) Financing activities: Principal payments on long-term debt (4 ) (10,609 ) – (10,613 ) Stock repurchases (26 ) – – (26 ) Payments for debt issuance costs (947 ) – – (947 ) Intercompany dividend – (20 ,541 ) 20,541 – Other i ntercompany transactions 8,983 – (8,983 ) – Net cash ( used)/provided by financing activities 8,006 (31 ,150 ) 11,558 ( 11,586 ) De crease in cash and cash equivalents (34,713 ) (1 ) – (34,714 ) Cash and cash equivalents: Beginning of fiscal year 67,208 133 – 67,341 End of quarter $ 32,495 $ 132 $ – $ 32,627 Condensed Consolidating Statement of Cash Flows For the Thirty -Nine Weeks Ended March 1, 2016 (In thousands) Parent Guarantors Eliminations Consolidated Net cash (used)/provided by operating activities $ (8 ,133 ) $ 41,932 $ ( 15,260 ) $ 18,539 Investing activities: Purchases of property and equipment ( 19,892 ) ( 7,454 ) – ( 27,346 ) Proceeds from disposal of assets 6,193 – – 6,193 Other, net 2,444 – – 2,444 Net cash used by investing activities ( 11,255 ) (7 ,454 ) – ( 18,709 ) Financing activities: Principal payments on long-term debt ( 2,390 ) (10,274 ) – (12,664 ) Stock repurchases (10,009 ) – – (10,009 ) Payments for debt issuance costs ( 30 ) – – (30 ) Intercompany dividend – (24,309 ) 24,309 – Other intercompany transactions 9,049 – (9,049 ) – Net cash (used)/provided by financing activities (3,380 ) (34 ,583 ) 15,260 (22 ,703 ) Decrease in cash and cash equivalents (22,768 ) (105 ) – (22 ,873 ) Cash and cash equivalents: Beginning of fiscal year 75,034 297 – 75,331 End of quarter $ 52,266 $ 192 $ – $ 52,458 |