SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

6 Months Ended

Dec. 04, 2012

Supplemental Condensed Consolidating Financial Statements [Abstract]

Supplemental Condensed Consolidating Financial Statements [Text Block]

NOTE Q – SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

As discussed in Note G 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 statements present, on a supplemental basis, the financial position, results of operations, and statements of cash flows of 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 DECEMBER 4, 2012

(IN THOUSANDS)

	Parent		Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	25,379	$	215	$	–		$	25,594
Accounts receivable		2,975		3,797		–			6,772
Inventories		28,196		11,149		–			39,345
Income tax receivable		112,739		–		(110,917	)		1,822
Deferred income taxes		20,760		9,314		–			30,074
Other current assets		12,455		4,538		–			16,993
Total current assets		202,504		29,013		(110,917	)		120,600
Property and equipment, net		679,413		231,485		–			910,898
Goodwill		9,022		–		–			9,022
Investment in subsidiaries		206,244		–		(206,244	)		–
Due from/(to) subsidiaries		74,813		252,080		(326,893	)		–
Other assets		46,649		21,971		–			68,620
Total assets	$	1,218,645	$	534,549	$	(644,054	)	$	1,109,140

	Parent			Guarantors		Eliminations			Consolidated
Liabilities & Shareholders' Equity
Current liabilities:
Accounts payable	$	21,070		$	7,571	$	–		$	28,641
Accrued and other current liabilities		51,586			33,220		–			84,806
Current maturities of long-term debt,
including capital leases		(339	)		10,327		–			9,988
Income tax payable		–			110,917		(110,917	)		–
Total current liabilities		72,317			162,035		(110,917	)		123,435
Long-term debt and capital leases,
less current maturities		235,721			62,988		–			298,709
Deferred income taxes		7,334			12,524		–			19,858
Due to/(from) subsidiaries		252,080			74,813		(326,893	)		–
Other deferred liabilities		105,272			15,945		–			121,217
Total liabilities		672,724			328,305		(437,810	)		563,219
Shareholders' equity:
Common stock	$	621		$	–	$	–		$	621
Capital in excess of par value		72,281			–		–			72,281
Retained earnings		486,516			206,244		(206,244	)		486,516
Accumulated other comprehensive loss		(13,497	)		–		–			(13,497	)
Total shareholders' equity		545,921			206,244		(206,244	)		545,921
Total liabilities & shareholders' equity	$	1,218,645		$	534,549	$	(644,054	)	$	1,109,140

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 5, 2012

(IN THOUSANDS)

	Parent		Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	47,986	$	198	$	–		$	48,184
Accounts receivable		2,234		2,466		–			4,700
Inventories		20,896		8,134		–			29,030
Income tax receivable		97,290		–		(96,453	)		837
Deferred income taxes		19,030		8,104		–			27,134
Other current assets		15,216		3,167		–			18,383
Total current assets		202,652		22,069		(96,453	)		128,268
Property and equipment, net		727,379		239,226		–			966,605
Goodwill		7,989		–		–			7,989
Investment in subsidiaries		204,386		–		(204,386	)		–
Due from/(to) subsidiaries		78,799		245,257		(324,056	)		–
Other assets		47,144		23,531		–			70,675
Total assets	$	1,268,349	$	530,083	$	(624,895	)	$	1,173,537

	Parent			Guarantors		Eliminations			Consolidated
Liabilities & Shareholders' Equity
Current liabilities:
Accounts payable	$	28,302		$	6,646	$	–		$	34,948
Accrued and other current liabilities		55,301			29,521		–			84,822
Current maturities of long-term debt,
including capital leases		(344	)		12,798		–			12,454
Income tax payable		–			96,453		(96,453	)		–
Total current liabilities		83,259			145,418		(96,453	)		132,224
Long-term debt and capital leases,
less current maturities		246,892			67,317		–			314,209
Deferred income taxes		20,910			16,657		–			37,567
Due to/(from) subsidiaries		245,257			78,799		(324,056	)		–
Other deferred liabilities		95,807			17,506		–			113,313
Total liabilities		692,125			325,697		(420,509	)		597,313
Shareholders' equity:
Common stock	$	640		$	–	$	–		$	640
Capital in excess of par value		90,856			–		–			90,856
Retained earnings		498,985			204,386		(204,386	)		498,985
Accumulated other comprehensive loss		(14,257	)		–		–			(14,257	)
Total shareholders' equity		576,224			204,386		(204,386	)		576,224
Total liabilities & shareholders' equity	$	1,268,349		$	530,083	$	(624,895	)	$	1,173,537

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND

COMPREHENSIVE LOSS

THIRTEEN WEEKS ENDED DECEMBER 4, 2012

(IN THOUSANDS)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	220,193		$	82,560		$	–		$	302,753
Franchise revenue		41			1,439			–			1,480
		220,234			83,999			–			304,233
Operating costs and expenses:
Cost of merchandise		61,388			22,909			–			84,297
Payroll and related costs		73,437			29,351			–			102,788
Other restaurant operating costs		48,027			18,969			–			66,996
Depreciation		11,201			3,919			–			15,120
Selling, general, and administrative		25,381			13,577			–			38,958
Intercompany selling, general and
administrative allocations		16,442			(16,442	)		–			–
Closures and impairments		17,643			608			–			18,251
Equity in earnings of subsidiaries		(8,854	)		–			8,854			–
Interest expense, net		5,757			1,424			–			7,181
Intercompany interest expense/(income)		3,435			(3,435	)		–			–
Gain on extinguishment of debt		(571	)		–			–			(571	)
		253,286			70,880			8,854			333,020
(Loss)/income before income taxes		(33,052	)		13,119			(8,854	)		(28,787	)
(Benefit)/provision for income taxes		(17,984	)		4,265			–			(13,719	)
Net (loss)/income	$	(15,068	)	$	8,854		$	(8,854	)	$	(15,068	)
Other comprehensive income:
Pension liability reclassification, net of tax		380			–			–			380
Total comprehensive (loss)/income	$	(14,688	)	$	8,854		$	(8,854	)	$	(14,688	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND

COMPREHENSIVE LOSS

TWENTY-SIX WEEKS ENDED DECEMBER 4, 2012

(IN THOUSANDS)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	462,916		$	171,102		$	–		$	634,018
Franchise revenue		133			3,003			–			3,136
		463,049			174,105			–			637,154
Operating costs and expenses:
Cost of merchandise		127,172			46,650			–			173,822
Payroll and related costs		151,536			60,486			–			212,022
Other restaurant operating costs		96,039			38,113			–			134,152
Depreciation		22,665			7,847			–			30,512
Selling, general, and administrative		54,808			27,579			–			82,387
Intercompany selling, general, and
administrative allocations		34,484			(34,484	)		–			–
Closures and impairments		18,507			868			–			19,375
Equity in earnings of subsidiaries		(20,814	)		–			20,814			–
Interest expense, net		11,057			2,914			–			13,971
Intercompany interest expense/(income)		6,822			(6,822	)		–			–
Gain on extinguishment of debt		(571	)		–			–			(571	)
		501,705			143,151			20,814			665,670
(Loss)/income before income taxes		(38,656	)		30,954			(20,814	)		(28,516	)
(Benefit)/provision for income taxes		(26,187	)		10,140			–			(16,047	)
Net (loss)/income	$	(12,469	)	$	20,814		$	(20,814	)	$	(12,469	)
Other comprehensive income:
Pension liability reclassification, net of tax		761			–			–			761
Total comprehensive (loss)/income	$	(11,708	)	$	20,814		$	(20,814	)	$	(11,708	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND

COMPREHENSIVE LOSS

THIRTEEN WEEKS ENDED NOVEMBER 29, 2011

(IN THOUSANDS)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	221,244		$	84,911		$	–		$	306,155
Franchise revenue		37			1,213			–			1,250
		221,281			86,124			–			307,405
Operating costs and expenses:
Cost of merchandise		66,090			25,472			–			91,562
Payroll and related costs		74,196			31,618			–			105,814
Other restaurant operating costs		45,850			18,951			–			64,801
Depreciation		12,175			4,239			–			16,414
Selling, general, and administrative		16,693			8,717			–			25,410
Intercompany selling, general, and
administrative allocations		16,598			(16,598	)		–			–
Closures and impairments		659			(6	)		–			653
Equity in earnings of subsidiaries		(9,161	)		–			9,161			–
Interest expense, net		2,430			2,068			–			4,498
Intercompany interest expense/(income)		3,251			(3,251	)
		228,781			71,210			9,161			309,152
(Loss)/income before income taxes		(7,500	)		14,914			(9,161	)		(1,747	)
(Benefit)/provision for income taxes		(5,499	)		5,753			–			254
Net (loss)/income	$	(2,001	)	$	9,161		$	(9,161	)	$	(2,001	)
Other comprehensive income:
Pension liability reclassification, net of tax		308			–			–			308
Total comprehensive (loss)/income	$	(1,693	)	$	9,161		$	(9,161	)	$	(1,693	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND

COMPREHENSIVE LOSS

TWENTY-SIX WEEKS ENDED NOVEMBER 29, 2011

(IN THOUSANDS)

	Parent			Guarantors			Eliminations			Consolidated
Revenue:
Restaurant sales and operating revenue	$	458,688		$	176,321		$	–		$	635,009
Franchise revenue		112			2,629			–			2,741
		458,800			178,950			–			637,750
Operating costs and expenses:
Cost of merchandise		136,534			52,603			–			189,137
Payroll and related costs		151,972			64,703			–			216,675
Other restaurant operating costs		94,176			39,362			–			133,538
Depreciation		24,278			8,422			–			32,700
Selling, general, and administrative		35,529			18,268			–			53,797
Intercompany selling, general, and
administrative allocations		34,389			(34,389	)		–			–
Closures and impairments		1,091			7			–			1,098
Equity in earnings of subsidiaries		(20,401	)		–			20,401			–
Interest expense, net		4,684			4,211			–			8,895
Intercompany interest expense/(income)		6,494			(6,494	)		–			–
		468,746			146,693			20,401			635,840
(Loss)/income before income taxes		(9,946	)		32,257			(20,401	)		1,910
(Benefit)/provision for income taxes		(11,038	)		11,856			–			818
Net income/(loss)	$	1,092		$	20,401		$	(20,401	)	$	1,092
Other comprehensive income:
Pension liability reclassification, net of tax		616			–			–			616
Total comprehensive income	$	1,708		$	20,401		$	(20,401	)	$	1,708

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

TWENTY-SIX WEEKS ENDED DECEMBER 4, 2012

(IN THOUSANDS)

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	(15,104	)	$	27,846		$	(12,133	)	$	609
Investing activities:
Purchases of property and equipment		(14,936	)		(3,569	)		–			(18,505	)
Proceeds from sale-leaseback transactions, net		30,408			–			–			30,408
Proceeds from disposal of assets		885			1,200			–			2,085
Other, net		126			–			–			126
Net cash provided/(used) by investing activities		16,483			(2,369	)		–			14,114
Financing activities:
Principal payments on long-term debt		(10,981	)		(6,504	)		–			(17,485	)
Stock repurchases		(20,012	)		–			–			(20,012	)
Proceeds from exercise of stock options		173			–			–			173
Excess tax benefits from share-based
compensation		11			–			–			11
Intercompany transactions		6,823			(18,956	)		12,133			–
Net cash used by financing activities		(23,986	)		(25,460	)		12,133			(37,313	)
(Decrease)/increase in cash and cash equivalents		(22,607	)		17			–			(22,590	)
Cash and cash equivalents:
Beginning of year		47,986			198			–			48,184
End of year	$	25,379		$	215		$	–		$	25,594

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

TWENTY-SIX WEEKS ENDED NOVEMBER 29, 2011

(IN THOUSANDS)

	Parent			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	17,789		$	40,250		$	(21,054	)	$	36,985
Investing activities:
Purchases of property and equipment		(14,404	)		(6,260	)		–			(20,664	)
Proceeds from disposal of assets		1,367			160			–			1,527
Insurance proceeds from property claims		1,548			–			–			1,548
Other, net		(293	)		–			–			(293	)
Net cash used by investing activities		(11,782	)		(6,100	)		–			(17,882	)
Financing activities:
Net payments on revolving credit facility		5,000			–			–			5,000
Principal payments on long-term debt		(13	)		(6,632	)		–			(6,645	)
Stock repurchases		(18,441	)		–			–			(18,441	)
Proceeds from exercise of stock options		123			–			–			123
Excess tax benefits from share-based
compensation		24			–			–			24
Intercompany transactions		6,495			(27,549	)		21,054			–
Net cash used by financing activities		(6,812	)		(34,181	)		21,054			(19,939	)
Decrease in cash and cash equivalents		(805	)		(31	)		–			(836	)
Cash and cash equivalents:
Beginning of year		9,490			232			–			9,722
End of year	$	8,685		$	201		$	–		$	8,886