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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2021

 

Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission file number: 001-13992

 

RCI HOSPITALITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Texas   76-0458229

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

10737 Cutten Road

Houston, Texas 77066

(Address of principal executive offices) (Zip Code)

 

(281) 397-6730

(Registrant’s telephone number, including area code)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.01 par value   RICK   The Nasdaq Global Market

 

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. Yes ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $526,136,029.

 

As of December 10, 2021, there were approximately 9,499,910 shares of common stock outstanding.

 

 

 

 
 

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation, the following sections: Item 1 – “Business,” Item 1A – “Risk Factors,” and Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and, in particular, the risks discussed under the caption “Risk Factors” in Item 1A and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, the risks and uncertainties associated with (i) operating and managing an adult business, (ii) the business climates in cities where it operates, (iii) the success or lack thereof in launching and building the company’s businesses, (iv) cyber security, (v) conditions relevant to real estate transactions, (vi) the impact of the COVID-19 pandemic, and (vii) numerous other factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

2
 

 

TABLE OF CONTENTS

 

    Page No.
PART I    
     
Item 1. Business 4
     
Item 1A. Risk Factors 9
     
Item 1B. Unresolved Staff Comments 19
     
Item 2. Properties 19
     
Item 3. Legal Proceedings 20
     
Item 4. Mine Safety Disclosures 20
     
PART II    
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 21
     
Item 6. [Reserved] 23
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 42
     
Item 8. Financial Statements and Supplementary Data 42
     
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 84
     
Item 9A. Controls and Procedures 84
     
Item 9B. Other Information 86
     
PART III    
   
Item 10. Directors, Executive Officers and Corporate Governance 88
     
Item 11. Executive Compensation 92
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 98
     
Item 13. Certain Relationships and Related Transactions, and Director Independence 99
     
Item 14. Principal Accounting Fees and Services 100
     
PART IV    
     
Item 15. Exhibits, Financial Statement Schedules 101
     
Item 16. Form 10-K Summary 102
     
  Signatures 103

 

3
 

 

PART I

 

Item 1. Business.

 

OVERVIEW

 

RCI Hospitality Holdings, Inc. is a holding company. Through our subsidiaries, we engaged in a number of activities in the hospitality and other businesses. As of September 30, 2021, our subsidiaries operated a total of 48 establishments that offer live adult entertainment and/or restaurant and bar operations, including 2 locations that were temporarily closed. Together with its subsidiaries, RCI Hospitality Holdings, Inc. is collectively referred to as “RCIHH,” the “Company,” “we,” “us,” or “our” in this report. We also operate a leading business communications company serving the multibillion-dollar adult nightclubs industry. RCIHH was incorporated in the State of Texas in 1994 and became public in 1995.

 

Our fiscal year ends on September 30. References to years 2021, 2020, and 2019 are for fiscal years ended September 30, 2021, 2020, and 2019, respectively. Our fiscal quarters chronologically end on December 31, March 31, June 30 and September 30.

 

Our corporate website address is www.rcihospitality.com. Upon written request, we make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the SEC under the Securities Exchange Act of 1934, as amended (www.sec.gov). Information contained in the corporate website shall not be construed as part of this Form 10-K.

 

COVID-19 PANDEMIC

 

Since the U.S. declaration of COVID-19 as a pandemic in March 2020, we have had a major disruption in our business operations that threatened to significantly impact our cash flow. The declaration resulted in a significant reduction in customer traffic in our clubs and restaurants due to changes in consumer behavior as social distancing practices, dining room closures, and other restrictions were mandated or encouraged by federal, state, and local governments. To adapt to the situation, we took significant steps to augment an anticipated decline in operating cash flows, including negotiating deferment of some of our debts, reducing the number of our employees and related payroll costs where necessary, and deferring or modifying certain fixed and variable monthly expenses, among others.

 

The temporary closure of our clubs and restaurants caused by the COVID-19 pandemic presented operational challenges. Our strategy has been to open locations and operate in accordance with local and state guidelines. As of the date of this report, all locations closed due to pandemic-related restrictions were open. We believe that we can borrow capital if needed but currently we do not have unused credit facilities so there can be no guarantee that additional liquidity will be readily available or available on favorable terms.

 

On May 8, 2020, the Company received approval and funding under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) for its restaurants, shared service entity, and lounge. See Notes 3, 9 and 10 to our consolidated financial statements.

 

4
 

 

As of the release of this report, we do not know the future extent and duration of the impact of COVID-19 on our businesses. Closures and operating restrictions, as caused by local, state, and national guidelines, could lead to adverse financial results. However, we will continually monitor and evaluate the situation and will determine any further measures to be instituted.

 

We continue to adhere to state and local government mandates regarding the pandemic and, since March 2020, have closed and reopened a number of our locations depending on changing government mandates, including operating hour and limited occupancy restrictions, where applicable.

 

OUR BUSINESS

 

We operate several businesses, which we aggregate for financial reporting purposes into two reportable segments – Nightclubs and Bombshells. Businesses not included as Nightclubs or Bombshells are combined as “Other.”

 

During fiscal 2021, 2020, and 2019, on a consolidated basis, revenues were $195.3 million, $132.3 million, and $181.1 million, respectively, generating diluted earnings (loss) per share of $3.37, $(0.66), and $2.10, respectively. Fiscal 2020 was heavily impacted by the COVID-19 pandemic.

 

Nightclubs Segment

 

We operate our adult entertainment nightclubs through several brands that target many different demographics of customers by providing a unique, quality entertainment environment. Our clubs do business as Rick’s Cabaret, Jaguars Club, Tootsie’s Cabaret, XTC Cabaret, Club Onyx, Hoops Cabaret and Sports Bar, Scarlett’s Cabaret, Temptations Adult Cabaret, Foxy’s Cabaret, Vivid Cabaret, Downtown Cabaret, Cabaret East, The Seville, Silver City Cabaret, and Kappa Men’s Club. We also operate one dance club under the brand name Studio 80.

 

We generate revenue from our nightclubs through the sale of alcoholic beverages, food, and merchandise items; service in the form of cover charge, dance fees, and room rentals; and through other related means such as ATM commissions and vending income, among others.

 

During fiscal 2021, our Nightclub segment sales mix was 40% service revenue; 40% alcoholic beverages; and 20% food, merchandise and other. Segment gross margin (revenues less cost of goods sold, divided by revenues) was approximately 88%. Our Nightclubs segment revenue increased by 55% and income from operations increased by more than 230% compared to prior year. Same-stores sales for Nightclubs in 2021 was -2.1% with the impact of the pandemic excluded from comparable sales. With the impact of the pandemic included in comparable sales (see Adjusted Same-Store Sales on page 25), Nightclubs same-store sales would be +59.2%.

 

5
 

 

Our Nightclubs segment continues to be affected by the COVID-19 pandemic as most states we operate in have reissued directives for strict safety restrictions due to the resurgence of cases.

 

On October 18, 2021, we and certain of our subsidiaries completed our acquisition of eleven gentlemen’s clubs, six related real estate properties, and associated intellectual property for a total agreed acquisition price of $88.0 million (with a total consideration preliminary fair value of $88.4 million based on the Company’s stock price at acquisition date and discounted due to the lock-up period). See Note 15 to our consolidated financial statements for details of the transaction.

 

A list of our nightclub locations is in Item 2— “Properties.”

 

Bombshells Segment

 

Our Bombshells segment operates a restaurant and bar concept that sets itself apart with décor that pays homage to all branches of the U.S. military. Locations feature local DJs, large outdoor patios, and more than 75 state-of-the-art flat screen TVs for watching your favorite sports. All food and drink menu items have military names. Bombshell Girls, with their military-inspired uniforms, are a key attraction. Their mission, in addition to waitressing, is to interact with guests and generate a fun atmosphere. Bombshells is also franchising under our subsidiary, BMB Franchising Services, Inc., which has been approved to sell franchises in all 50 states. On December 22, 2020, the Company signed a franchise development agreement with a group of private investors to open three Bombshells locations in San Antonio, Texas over a period of five years, and the right of first refusal for three more locations in Corpus Christi, New Braunfels, and San Marcos, all in Texas. See Note 4 to our consolidated financial statements. As of September 30, 2021, we operated ten Bombshells locations, all in Texas with one in Dallas, one in Austin, and eight in the Greater Houston area.

 

During fiscal 2021, Bombshells sales mix was 57% alcoholic beverages and 43% food, merchandise, and other. Segment gross margin (revenues less cost of goods sold, divided by revenues) was approximately 76%. We grew Bombshells segment revenue by 31% and income from operations by 44% from prior year despite the lingering effect of the COVID-19 pandemic. Same-stores sales for Bombshells in 2021 was +7.7% with the impact of the pandemic excluded from comparable sales. With the impact of the pandemic included in comparable sales (see Adjusted Same-Store Sales on page 25), Bombshells same-store sales would be +24.8%.

 

We opened the first Bombshells in March 2013 in Dallas, quickly becoming one of the most popular restaurant destinations in the area. Within six years, eight more opened in the Austin and Houston, Texas areas, including two that were opened in fiscal 2019. In September 2016, we closed one Bombshells location in Webster, Texas. We opened one Bombshells on Interstate 10 (BMB I-10), east of Houston in December 2018, and another one on State Highway 249 (BMB 249), northwest of Houston in March 2019. In fiscal 2020, we opened one Bombshells in Katy, Texas (BMB Katy) in October 2019, and another on U.S. Highway 59 (BMB 59) in Houston, Texas in January 2020. Of the ten active Bombshells as of September 30, 2021, eight are freestanding pad sites and two are inline locations. In December 2021, we opened a new Bombshells location in Arlington, Texas. Currently, we have one Bombshells franchised location that is under construction.

 

For a list of our Bombshells locations, refer to Item 2—“Properties.”

 

Other Segment

 

We group together all businesses not belonging to either Nightclubs and Bombshells as Other reportable segment. This is made up of several wholly-owned subsidiaries composed primarily of our Media Group and Drink Robust. Our Media Group is the leading business communications company serving the multibillion-dollar adult nightclubs industry and the adult retail products industry. It owns a national industry convention and tradeshow; two national industry trade publications; two national industry award shows; and more than a dozen industry and social media websites. Included in the Media Group is ED Publications, publishers of the bimonthly ED Club Bulletin, the only national business magazine serving the 2,200-plus adult nightclubs in North America, which collectively have annual revenues in excess of $5 billion, according to the Association of Club Executives. ED Publications, founded in 1991, also publishes the Annual VIP Guide of adult nightclubs, touring entertainers and industry vendors; and produces the Annual Gentlemen’s Club Owners EXPO, a national convention and tradeshow. The Media Group produces two nationally recognized industry award shows for the readers of both ED Club Bulletin and StorErotica magazines, and maintains a number of B-to-B and consumer websites for both industries. Drink Robust is licensed to sell Robust Energy Drink in the United States.

 

6
 

 

OUR STRATEGY

 

Our overall objective is to create value for our shareholders by developing and operating profitable businesses in the hospitality and related space. We strive to achieve that by providing an attractive price-value entertainment, dining experience, and top-notch service; by attracting and retaining quality personnel; and by focusing on unit-level operating performance. Aside from our operating strategy, we employ a capital allocation strategy.

 

Capital Allocation Strategy

 

Our capital allocation strategy provides us with disciplined guidelines on how we should use our free cash flows; provided however, that we may deviate from this strategy if other strategic rationale warrants. We calculate free cash flow as net cash flows from operating activities minus maintenance capital expenditures. Using the after-tax yield of buying our own stock as baseline, management believes that we are able to make better investment decisions.

 

Based on our current capital allocation strategy:

 

  We consider acquiring or developing our own clubs or restaurants that we believe have the potential to provide a minimum cash on cash return of 25%-33%, absent an otherwise strategic rationale;
     
  We consider disposing of underperforming units to free up capital for more productive use;
     
  We consider buying back our own stock if the after-tax yield on free cash flow is above 10%;
     
  We consider paying down our most expensive debt if it makes sense on a tax-adjusted basis, or there is an otherwise strategic rationale.

 

Since the first full year of implementing our capital allocation strategy in fiscal 2016 up to fiscal 2021, we improved diluted earnings per share at a compounded annual growth rate (“CAGR”) of 24.9%, which was mainly caused by increasing revenue at a CAGR of 7.7%, flowing through net income at a CAGR of 23.6%. As a result, net cash provided by operating activities improved at 12.8% and free cash flow at 12.0% CAGR for the same period. See discussions of our non-GAAP financial measures starting on page 35.

 

COMPETITION

 

The adult entertainment and the restaurant/sports bar businesses are highly competitive with respect to price, service and location. All of our nightclubs compete with a number of locally owned adult clubs, some of whose brands may have name recognition that equals that of ours. The names “Rick’s” and “Rick’s Cabaret,” “Tootsie’s Cabaret,” “XTC Cabaret,” “Scarlett’s,” “Silver City,” “Club Onyx,” “Downtown Cabaret,” “Temptations,” “The Seville,” “Jaguars,” “Hoops Cabaret,” “Foxy’s Cabaret,” “Mile High Men’s Club,” “Country Rock Cabaret,” “PT’s,” and “Diamond Cabaret” are proprietary. In the restaurant/sports bar business, “Bombshells” is also proprietary. We believe that the combination of our existing brand name recognition and the distinctive entertainment environment that we have created allows us to compete effectively in the industry and within the cities where we operate. Although we believe that we are well positioned to compete successfully, there can be no assurance that we will be able to maintain our high level of name recognition and prestige within the marketplace.

 

GOVERNMENTAL REGULATIONS

 

We are subject to various federal, state and local laws affecting our business activities. Particularly in Texas, the authority to issue a permit to sell alcoholic beverages is governed by the Texas Alcoholic Beverage Commission (“TABC”), which has the authority, in its discretion, to issue the appropriate permits. We presently hold a Mixed Beverage Permit and a Late Hour Permit at numerous Texas locations. Minnesota, North Carolina, Louisiana, Arizona, Pennsylvania, Florida, New York, and Illinois have similar laws that may limit the availability of a permit to sell alcoholic beverages or that may provide for suspension or revocation of a permit to sell alcoholic beverages in certain circumstances. It is our policy, prior to expanding into any new market, to take steps to ensure compliance with all licensing and regulatory requirements for the sale of alcoholic beverages, as well as the sale of food.

 

7
 

 

In addition to various regulatory requirements affecting the sale of alcoholic beverages, in many cities where we operate, the location of an adult entertainment cabaret is subject to restriction by city, county or other governmental ordinance. The prohibitions deal generally with distance from schools, churches and other sexually oriented businesses, and contain restrictions based on the percentage of residences within the immediate vicinity of the sexually oriented business. The granting of a sexually oriented business permit is not subject to discretion; the permit must be granted if the proposed operation satisfies the requirements of the ordinance. In all states where we operate, management believes we are in compliance with applicable city, county, state or other local laws governing the sale of alcohol and sexually oriented businesses.

  

In relation to acquisitions that closed in October and November 2021, we now have club locations in Denver, Colorado; Louisville, Kentucky; Raleigh, North Carolina; Portland, Maine; Indianapolis, Indiana; Sauget, Illinois; and Newburgh, New York.

 

TRADEMARKS

 

Our rights to the trade names “RCI Hospitality Holdings, Inc.,” “Rick’s,” “Rick’s Cabaret,” “Tootsie’s Cabaret,” “Club Onyx,” “XTC Cabaret,” “Temptations,” “Jaguars,” “Downtown Cabaret,” “Cabaret East,” “Bombshells Restaurant and Bar,” “Vee Lounge,” “Mile High Men’s Club,” “Country Rock Cabaret,” “PT’s,” and “Diamond Cabaret” are established under common law, based upon our substantial and continuous use of these trade names in interstate commerce, some of which have been in use at least as early as 1987. We have registered our service mark, “RICK’S AND STARS DESIGN,” and the “BOMBSHELLS RESTAURANT & BAR” logo design with the United States Patent and Trademark Office. We have also obtained service mark registrations from the Patent and Trademark Office for “RICK’S AND STARS DESIGN” logo, “RCI HOSPITALITY HOLDINGS, INC.,” “RICK’S,” “RICK’S CABARET,” “CLUB ONYX,” “XTC CABARET,” “SCARLETT’S CABARET,” “SILVER CITY CABARET,” “BOMBSHELLS RESTAURANT AND BAR,” “THE SEVILLE CLUB,” “DOWN IN TEXAS SALOON,” “CLUB DULCE,” “THE BLACK ORCHID,” “HOOPS CABARET,” “VEE LOUNGE,” “STUDIO 80,” “FOXY’S CABARET,” “EXOTIC DANCER,” “TOYS FOR TATAS,” and “BOMBSHELLS OFFICER’S CLUB” are registered through service mark registrations issued by the United States Patent and Trademark Office. As of this date, we have pending registration applications for the names “TOOTSIES CABARET,” “IN THE BIZ,” “JAGUARS,” “THE MANSION,” and ‘LA BOHEME GENTLEMAN’S CLUB.” We also own the rights to numerous trade names associated with our media division. There can be no assurance that these steps we have taken to protect our service marks will be adequate to deter misappropriation of our protected intellectual property rights.

  

As a result of an acquisition that closed on October 18, 2021 (see Note 15 to our consolidated financial statements), we obtained the rights to the following service mark registrations from the Patent and Trademark Office: “MILE HIGH MEN’S CLUB,” “MHMC logo,” “AFTER DARK,” “COUNTRY ROCK CABARET,” “PT’S,” “DIAMOND CABARET,” and “NAUGHTY MOMMIES NIGHT OUT.”

 

EMPLOYEES AND INDEPENDENT CONTRACTORS

 

Our people are employed by the parent company or by any of its subsidiaries. Executive officers are employed by the parent company; shared services personnel and managers responsible for multiple clubs or restaurants are employed by RCI Management Services, Inc.; and the rest are employed by the individual operating entities. As of September 30, 2021, we had the following employees:

 

    Operations              
    Managers     Non-Managers     Corporate     Total  
Hourly     15       2,135       20       2,170  
Salaried     273       28       58       359  
      288       2,163       78       2,529  

 

Additionally, as of September 30, 2021, we had independent contractor entertainers who are self-employed and conduct business at our locations on a non-exclusive basis. Our entertainers at Rick’s Cabaret in Minneapolis, Minnesota and at Jaguars Club in Phoenix, Arizona act as commissioned employees. All employees and independent contractors sign arbitration non-class-action participation agreements, where allowed by federal and state laws. None of our employees are represented by a union. We consider our employee relations to be good.

 

We believe that the adult entertainment industry standard of treating entertainers as independent contractors provides us with safe harbor protection to preclude payroll tax assessment. We have prepared plans that we believe will protect our profitability in the event that the sexually oriented business industry is required in all states to convert entertainers, who are now independent contractors, into employees. See related discussion in “Risk Factors” below.

 

8
 

 

Item 1A. Risk Factors.

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below before deciding to purchase shares of our common stock. If any of the events, contingencies, circumstances or conditions described in the risks below actually occurs, our business, financial condition, or results of operations could be seriously harmed. The trading price of our common stock could, in turn, decline and you could lose all or part of your investment.

 

A summary of our risk factors is as follows:

 

Risks related to general macroeconomic and safety conditions

 

  The novel coronavirus (COVID-19) pandemic has disrupted and is expected to continue to disrupt our business, which has and could continue to materially affect our operations, financial condition, and results of operations for an extended period of time.

 

  If we are unable to maintain compliance with certain of our debt covenants or unable to obtain waivers, we may be unable to make additional borrowings and be declared in default where our debt will be made immediately due and payable. In addition, global economic conditions may make it more difficult to access new credit facilities.

 

  We have recorded impairment charges in current and past periods and may record additional impairment charges in future periods.

 

Risks related to regulations and/or regulatory agencies

 

  Our business operations are subject to regulatory uncertainties which may affect our ability to continue operations of existing nightclubs, acquire additional nightclubs, or be profitable.

 

  The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. If federal or state law mandates that they be classified as employees, our business could be adversely impacted.

 

  Our revenues could be significantly affected by limitations relating to permits to sell alcoholic beverages.

 

  Activities or conduct at our nightclubs may cause us to lose necessary business licenses, expose us to liability, or result in adverse publicity, which may increase our costs and divert management’s attention from our business.

 

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Risks related to our business

 

  We may deviate from our present capital allocation strategy.

 

  We may need additional financing, or our business expansion plans may be significantly limited.

 

  There is substantial competition in the nightclub entertainment industry, which may affect our ability to operate profitably or acquire additional clubs.

 

  The adult entertainment industry is extremely volatile.

 

  Private advocacy group actions targeted at the kind of adult entertainment we offer could result in limitations and our inability to operate in certain locations and negatively impact our business.

 

  We rely heavily on information technology in our operations and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

 

  Security breaches of confidential customer information or personal employee information may adversely affect our business.

 

  Our acquisitions may result in disruptions in our business and diversion of management’s attention.

 

  We face a variety of risks associated with doing business with franchisees and licensees.

 

  The impact of new club or restaurant openings could result in fluctuations in our financial performance.
     
  Our ability to grow sales through delivery orders is uncertain.

 

  We incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives.
     
  We have identified a material weakness in our internal control over financial reporting.

 

  We may have uninsured risks in excess of our insurance coverage.

 

  Our previous liability insurer may be unable to provide coverage to us and our subsidiaries.

 

  The protection provided by our service marks is limited.

 

  We are dependent on key personnel.

 

  A failure to maintain food safety throughout the supply chain and food-borne illness concerns may have an adverse effect on our business.

 

  Other risk factors may adversely affect our financial performance.

 

Risk related to our common stock

 

  We must continue to meet NASDAQ Global Market Continued Listing Requirements, or we risk delisting.

 

  We may be subject to allegations, defamations, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose customers and/or contribute to a deflation of our stock price.

 

  Our quarterly operating results may fluctuate and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

 

  Anti-takeover effects of the issuance of our preferred stock could adversely affect our common stock.

 

  Future sales or the perception of future sales of a substantial amount of our common stock may depress our stock price.

 

  Our stock price has been volatile and may fluctuate in the future.

 

  Cumulative voting is not available to our stockholders.

 

  Our directors and officers have limited liability and have rights to indemnification.

 

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Details of our risk factors are as follows:

 

Risks related to general macroeconomic and safety conditions

 

The novel coronavirus (COVID-19) pandemic has disrupted and is expected to continue to disrupt our business, which has and could continue to materially affect our operations, financial condition and results of operations for an extended period of time.

 

The COVID-19 pandemic has had an adverse effect that is material on our business. The COVID-19 pandemic, federal, state and local government responses to COVID-19, our customers’ responses to the pandemic, and our Company’s responses to the pandemic have all disrupted and will continue to disrupt our business. In the United States, as well as globally, individuals are being encouraged to practice social distancing, restricted from gathering in groups and, in some areas, placed on complete restriction from non-essential movements outside of their homes. In response to the COVID-19 pandemic and these changing conditions, we temporarily closed all of our clubs and restaurants on March 18, 2020. We furloughed club and restaurant employees, except for a limited number of unit managers, and implemented cost savings measures throughout our operations. We have since reopened many of our club and Bombshells locations with certain operating hour restrictions and with limited occupancy. The COVID-19 pandemic’s impact on the economy in general could also adversely affect our customers’ financial condition, resulting in reduced spending at our clubs and restaurants. The COVID-19 pandemic and these responses have affected and will continue to adversely affect our customer traffic, sales and operating costs and we cannot predict how long the pandemic will last or what other government responses may occur.

 

If the business interruptions caused by COVID-19 last longer than we expect, we may need to seek other sources of liquidity. The COVID-19 pandemic is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms.

 

Our club and restaurant operations could be further disrupted if any of our employees are diagnosed with COVID-19 and the circumstances require quarantine of some or all of a club or restaurant’s employees and disinfection of the facilities. If a significant percentage of our workforce is unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, our operations may be negatively impacted, potentially materially adversely affecting our liquidity, financial condition or results of operations. Those employees might seek and find other employment during our business interruption, which could materially adversely affect our ability to properly staff and reopen our clubs and restaurants with experienced team members when permitted to do so by governments.

 

Our suppliers could be adversely impacted by the COVID-19 pandemic. If our suppliers’ employees are unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, we could face shortages of food items or other supplies at our restaurants and our operations and sales could be adversely impacted by such supply interruptions.

 

The equity markets in the United States have been extremely volatile due to the COVID-19 pandemic and the Company’s stock price has fluctuated significantly.

 

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If we are unable to maintain compliance with certain of our debt covenants or unable to obtain waivers, we may be unable to make additional borrowings and be declared in default where our debt will be made immediately due and payable. In addition, global economic conditions may make it more difficult to access new credit facilities.

 

Our liquidity position is, in part, dependent upon our ability to borrow funds from financial institutions and/or private individuals. Certain of our debts have financial covenants that require us to maintain certain operating income to debt service ratios. As of September 30, 2021, we were in compliance with all covenants. However, as a result of the COVID-19 outbreak, our total revenues decreased significantly (although they have since recovered), and we have implemented certain operational changes in order to address the evolving challenges presented by the global pandemic on our operations. Due to the impact of COVID-19, our financial performance in future fiscal quarters will be negatively impacted. A failure to comply with the financial covenants under our credit facility or obtain waivers would give rise to an event of default under the terms of certain of our debts, allowing the lenders to accelerate repayment of any outstanding debt.

 

We have recorded impairment charges in current and past periods and may record additional impairment charges in future periods.

 

Our nightclubs are often acquired with a purchase price based on historical EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). This results in certain nightclubs carrying a substantial amount of intangible asset value, mostly allocated to licenses and goodwill. Generally accepted accounting principles require periodic impairment review of indefinite-lived intangible assets, long-lived assets, and goodwill to determine if, or when events and circumstances indicate that, the fair value of these assets is not recoverable. As a result of our periodic impairment reviews, we recorded impairment charges of $13.6 million in 2021 (representing $6.3 million goodwill impairment on seven clubs, $5.3 million SOB license impairment on three clubs, and $2.0 million property and equipment impairment on four clubs and one held-for-sale property); $10.6 million in 2020 (representing $7.9 million goodwill impairment on seven club reporting units, $2.3 million of license impairment on two clubs, $302,000 property and equipment impairment on one club and one Bombshells, and $104,000 of operating lease right-of-use asset impairment on one club); and $6.0 million in 2019 (representing $4.2 million property and equipment impairment on two clubs, $1.6 million goodwill impairment on four clubs, and $178,000 of license impairment on one club). A huge portion, if not all, of the impairments in 2021 and 2020 related to the projected decline in EBITDA caused by the COVID-19 pandemic. If difficult market and economic conditions materialize over the next year and/or we experience a decrease in revenue at one or more nightclubs or restaurants, we could incur a decline in fair value of one or more of our nightclubs or restaurants. This could result in future impairment charges of up to the total value of our tangible and intangible assets, including goodwill. We actively monitor our clubs and restaurants for any indication of impairment.

 

Risks related to regulations and/or regulatory agencies

 

Our business operations are subject to regulatory uncertainties which may affect our ability to continue operations of existing nightclubs, acquire additional nightclubs, or be profitable.

 

Adult entertainment nightclubs are subject to local, state and federal regulations. Our business is regulated by local zoning, local and state liquor licensing, local ordinances, and state and federal time place and manner restrictions. The adult entertainment provided by our nightclubs has elements of speech and expression and, therefore, enjoys some protection under the First Amendment to the United States Constitution. However, the protection is limited to the expression, and not the conduct of an entertainer. While our nightclubs are generally well established in their respective markets, there can be no assurance that local, state and/or federal licensing and other regulations will permit our nightclubs to remain in operation or profitable in the future.

 

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The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. If federal or state law mandates that they be classified as employees, our business could be adversely impacted.

 

The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. The Internal Revenue Service regulations and applicable state law guidelines regarding independent contractor classification are subject to judicial and agency interpretation, and it could be determined that the independent contractor classification is inapplicable. Further, if legal standards for classification of independent contractors change, it may be necessary to modify our compensation structure for these adult entertainers, including by paying additional compensation or reimbursing expenses. While we take steps to ensure that our adult entertainers are deemed independent contractors, if our adult entertainers are determined to have been misclassified as independent contractors, we would incur additional exposure under federal and state law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose, and could damage our ability to attract and retain other personnel.

 

Our revenues could be significantly affected by limitations relating to permits to sell alcoholic beverages.

 

We derive a significant portion of our revenues from the sale of alcoholic beverages. States in which we operate may have laws which may limit the availability of a permit to sell alcoholic beverages, or which may provide for suspension or revocation of a permit to sell alcoholic beverages in certain circumstances. The temporary or permanent suspension or revocations of any such permits would have a material adverse effect on our revenues, financial condition and results of operations. In all states where we operate, management believes we are in compliance with applicable city, county, state or other local laws governing the sale of alcohol.

 

Activities or conduct at our nightclubs may cause us to lose necessary business licenses, expose us to liability, or result in adverse publicity, which may increase our costs and divert management’s attention from our business.

 

We are subject to risks associated with activities or conduct at our nightclubs that are illegal or violate the terms of necessary business licenses. Some of our nightclubs operate under licenses for sexually oriented businesses and are afforded some protection under the First Amendment to the U.S. Constitution. While we believe that the activities at our nightclubs comply with the terms of such licenses, and that the element of our business that constitutes an expression of free speech under the First Amendment to the U.S. Constitution is protected, activities and conduct at our nightclubs may be found to violate the terms of such licenses or be unprotected under the U.S. Constitution. This protection is limited to the expression and not the conduct of an entertainer. An issuing authority may suspend or terminate a license for a nightclub found to have violated the license terms. Illegal activities or conduct at any of our nightclubs may result in negative publicity or litigation. Such consequences may increase our cost of doing business, divert management’s attention from our business and make an investment in our securities unattractive to current and potential investors, thereby lowering our profitability and our stock price.

 

We have developed comprehensive policies aimed at ensuring that the operation of each of our nightclubs is conducted in conformance with local, state and federal laws. We have a “no tolerance” policy on illegal drug use in or around our facilities. We continually monitor the actions of entertainers, waitresses and customers to ensure that proper behavior standards are met. However, such policies, no matter how well designed and enforced, can provide only reasonable, not absolute, assurance that the policies’ objectives are being achieved. Because of the inherent limitations in all control systems and policies, there can be no assurance that our policies will prevent deliberate acts by persons attempting to violate or circumvent them. Notwithstanding the foregoing limitations, management believes that our policies are reasonably effective in achieving their purposes.

 

Risks related to our business

 

We may deviate from our present capital allocation strategy.

 

We believe that our present capital allocation strategy will provide us with optimized returns. However, implementation of our capital allocation strategy depends on the interplay of several factors such as our stock price, our outstanding common shares, the interest rates on our debt, and the rate of return on available investments. If these factors are not conducive to implementing our present capital allocation strategy, or we determine that adopting a different capital allocation strategy is in the best interest of shareholders, we reserve the right to deviate from this approach. There can be no assurance that we will not deviate from or adopt an alternative capital allocation strategy moving forward.

 

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We may need additional financing, or our business expansion plans may be significantly limited.

 

If cash generated from our operations is insufficient to satisfy our working capital and capital expenditure requirements, we will need to raise additional funds through the public or private sale of our equity or debt securities. The timing and amount of our capital requirements will depend on a number of factors, including cash flow and cash requirements for nightclub acquisitions and new restaurant development. If additional funds are raised through the issuance of equity or convertible debt securities, the ownership percentage of our then-existing shareholders will be diluted. We cannot ensure that additional financing will be available on terms favorable to us, if at all. Any future equity financing, if available, may result in dilution to existing shareholders; and debt financing, if available, may include restrictive covenants. Any failure by us to procure timely additional financing, if needed, will have material adverse consequences on our business operations.

 

There is substantial competition in the nightclub entertainment industry, which may affect our ability to operate profitably or acquire additional clubs.

 

Our nightclubs face substantial competition. Some of our competitors may have greater financial and management resources than we do. Additionally, the industry is subject to unpredictable competitive trends and competition for general entertainment dollars. There can be no assurance that we will be able to remain profitable in this competitive industry.

 

The adult entertainment industry is extremely volatile.

 

Historically, the adult entertainment, restaurant and bar industry has been an extremely volatile industry. The industry tends to be extremely sensitive to the general local economy, in that when economic conditions are prosperous, adult entertainment industry revenues increase, and when economic conditions are unfavorable, entertainment industry revenues decline. Coupled with this economic sensitivity are the trendy personal preferences of the customers who frequent adult cabarets. We continuously monitor trends in our customers’ tastes and entertainment preferences so that, if necessary, we can make appropriate changes which will allow us to remain one of the premiere adult cabarets. However, any significant decline in general corporate conditions or uncertainties regarding future economic prospects that affect consumer spending could have a material adverse effect on our business. In addition, we have historically catered to a clientele base from the upper end of the market. Accordingly, further reductions in the amounts of entertainment expenses allowed as deductions from income under the Internal Revenue Code of 1954, as amended, could adversely affect sales to customers dependent upon corporate expense accounts.

 

Private advocacy group actions targeted at the kind of adult entertainment we offer could result in limitations in our inability to operate in certain locations and negatively impact our business.

 

Our ability to operate successfully depends on the protection provided to us under the First Amendment to the U.S. Constitution. From time to time, private advocacy groups have sought to target our nightclubs by petitioning for non-renewal of certain of our permits and licenses. Furthermore, private advocacy groups which have influences on certain financial institutions have managed to sway these financial institutions into not doing business with us. In addition to possibly limiting our operations and financing options, negative publicity campaigns, lawsuits and boycotts could negatively affect our businesses and cause additional financial harm by discouraging investors from investing in our securities or requiring that we incur significant expenditures to defend our business.

 

We rely heavily on information technology in our operations and any material failure, weakness, interruption, or breach of security could prevent us from effectively operating our business.

 

Our operations and corporate functions rely heavily on information systems, including point-of-sale processing, management of our supply chain, payment of obligations, collection of cash, electronic communications, data warehousing to support analytics, finance and accounting systems, mobile technologies to enhance the customer experience, 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 relating to 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.

 

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Security breaches of confidential customer information or personal employee information may adversely affect our business.

 

A significant portion of our revenues are paid through debit and credit cards. Other restaurants and retailers have experienced significant security breaches in which debit and credit card information or other personal information of their customers have been stolen. We also maintain certain personal information regarding our employees. Although we aim to safeguard our technology systems, they could potentially be vulnerable to damage, disability or failures due to physical theft, fire, power outage, telecommunication failure or other catastrophic events, as well as from 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 customers or employees could result in widespread negative publicity, damage to our reputation, a loss of customers, and legal liabilities. We may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising from the actual or alleged theft of our customers’ debit and credit card information or if customer or employee information is obtained by unauthorized persons or used inappropriately. Any such claim or proceeding, or any adverse publicity resulting from such an event, may have a material adverse effect on our business.

 

Our acquisitions may result in disruptions in our business and diversion of management’s attention.

 

We have made and may continue to make acquisitions of complementary nightclubs, restaurants or related operations. Any acquisitions will require the integration of the operations, products and personnel of the acquired businesses and the training and motivation of these individuals. Such acquisitions may disrupt our operations and divert management’s attention from day-to-day operations, which could impair our relationships with current employees, customers and partners. We may also incur debt or issue equity securities to pay for any future acquisitions. These issuances could be substantially dilutive to our stockholders. In addition, our profitability may suffer because of acquisition-related costs or amortization, or impairment costs for acquired goodwill and other intangible assets. If management is unable to fully integrate acquired business, products or persons with existing operations, we may not receive the benefits of the acquisitions, and our revenues and stock trading price may decrease.

 

We face a variety of risks associated with doing business with franchisees and licensees.

 

We have started franchising Bombshells. We believe that we have selected highly competent operating partners and franchisees with significant experience in restaurant operations, and we are providing them training and support on the Bombshells brand. However, the probability of opening, ultimate success and quality of any franchise or licensed restaurant rests principally with the franchisee. If the franchisee does not successfully open and operate its restaurants in a manner consistent with our standards, or if guests have negative experiences due to issues with food quality or operational execution, our brand value could suffer, which could have an adverse impact on our business.

 

The impact of new club or restaurant openings could result in fluctuations in our financial performance.

 

Performance of any new club or restaurant location will usually differ from its originally targeted performance due to a variety of factors, and these differences may be material. New clubs and restaurants typically encounter higher customer traffic and sales in their initial months, which may decrease over time. Accordingly, sales achieved by new or reconcepted locations may not be indicative of future operating results. Additionally, we incur substantial pre-opening expenses each time we open a new establishment, which expenses may be higher than anticipated. Due to the foregoing factors, results for any one fiscal quarter are not necessarily indicative of results to be expected for any other fiscal quarter or for a full fiscal year.

 

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Our ability to grow sales through delivery orders is uncertain.

 

Part of our strategy for restaurant growth is dependent on increased sales from guests that want our food delivered to them. We currently rely on third-party delivery providers for the ordering and payment platforms that receive guest orders and that send orders directly to our point-of-sale system. These platforms could be damaged or interrupted by technological failures, cyber-attacks, or other factors, which may adversely impact our sales through these channels.

 

Delivery providers generally fulfill delivery orders through drivers that are independent contractors. These drivers may make errors, fail to make timely deliveries, damage our food, or poorly represent our brands, which may lead to customer disappointment, reputational harm and unmet sales expectations. Our sales may also be adversely impacted if there is a shortage of drivers that are willing and available to make deliveries from our restaurants. We also incur additional costs associated with delivery orders, and it is possible that these orders could cannibalize more profitable in-restaurant visits or take-out orders.

 

We incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives.

 

We incur significant legal, accounting and other expenses that our non-public competition does not incur. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as well as new rules subsequently implemented by the SEC, have imposed various requirements on public companies, including requiring certain corporate governance practices. Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

 

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and effective disclosure controls and procedures. In particular, under Section 404 of the Sarbanes-Oxley Act, we are required to perform system and process evaluation and testing on the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm is required to report on the effectiveness of our internal control over financial reporting. In performing this evaluation and testing, both our management and our independent registered public accounting firm concluded that our internal control over financial reporting is not effective as of September 30, 2021 because of a material weakness. We are, however, addressing this issue and remediating our material weakness. Upon finalizing the remediation of this material weakness, we believe our internal control will be deemed effective. Correcting this issue, and thereafter our continued compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. Moreover, if we are not able to correct our internal control issues and comply with the requirements of Section 404 in a timely manner, or if in the future we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

 

We have identified a material weakness in our internal control over financial reporting.

 

Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2021 and concluded that we did not maintain effective internal control over financial reporting. Specifically, management identified a material weakness over the impairment of goodwill, indefinite-lived intangibles and long-lived assets, specifically over the precision of management’s review of certain assumptions—see Item 9A, “Controls and Procedures,” below. While certain actions have been taken to implement a remediation plan to address this material weakness and to enhance our internal control over financial reporting, if this material weakness is not remediated, it could adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which could negatively affect investor confidence in our company, and, as a result, the value of our common stock could be adversely affected.

 

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We may have uninsured risks in excess of our insurance coverage.

 

We maintain insurance in amounts we consider adequate for personal injury and property damage to which the business of the Company may be subject. However, there can be no assurance that uninsured liabilities in excess of the coverage provided by insurance, which liabilities may be imposed pursuant to the Texas “dram shop” statute or similar “dram shop” statutes or common law theories of liability in other states where we operate or expand. For example, the Texas “dram shop” statute provides a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to such person if it was apparent to the server that the individual being sold, served or provided with an alcoholic beverage was obviously intoxicated to the extent that he presented a clear danger to himself and others. An employer is not liable for the actions of its employee who over-serves if (i) the employer requires its employees to attend a seller training program approved by the TABC; (ii) the employee has actually attended such a training program; and (iii) the employer has not directly or indirectly encouraged the employee to violate the law. It is our policy to require that all servers of alcohol working at our clubs in Texas be certified as servers under a training program approved by the TABC, which certification gives statutory immunity to the sellers of alcohol from damage caused to third parties by those who have consumed alcoholic beverages at such establishment pursuant to the TABC. There can be no assurance, however, that uninsured liabilities may not arise in the markets in which we operate which could have a material adverse effect on the Company.

 

Our previous liability insurer may be unable to provide coverage to us and our subsidiaries.

 

As previously reported, the Company and its subsidiaries were insured under a liability policy issued by Indemnity Insurance Corporation, RRG (“IIC”) through October 25, 2013. The Company and its subsidiaries changed insurance companies on that date.

 

On November 7, 2013, the Court of Chancery of the State of Delaware entered a Rehabilitation and Injunction Order (“Rehabilitation Order”), which declared IIC impaired, insolvent and in an unsafe condition and placed IIC under the supervision of the Insurance Commissioner of the State of Delaware (“Commissioner”) in her capacity as receiver (“Receiver”). The Rehabilitation Order empowered the Commissioner to rehabilitate IIC through a variety of means, including gathering assets and marshaling those assets, as necessary. Further, the order stayed or abated pending lawsuits involving IIC as the insurer until May 6, 2014.

 

On April 10, 2014, the Court of Chancery of the State of Delaware entered a Liquidation and Injunction Order With Bar Date (“Liquidation Order”), which ordered the liquidation of IIC and terminated all insurance policies or contracts of insurance issued by IIC. The Liquidation Order further ordered that all claims against IIC must have been filed with the Receiver before the close of business on January 16, 2015 and that all pending lawsuits involving IIC as the insurer were further stayed or abated until October 7, 2014. As a result, the Company and its subsidiaries no longer had insurance coverage under the liability policy with IIC. The Company has retained counsel to defend against and evaluate these claims and lawsuits. We are funding 100% of the costs of litigation and will seek reimbursement from the bankruptcy receiver. The Company filed the appropriate claims against IIC with the Receiver before the January 16, 2015 deadline and has provided updates as requested; however, there are no assurances of any recovery from these claims. It is unknown at this time what effect this uncertainty will have on the Company. As previously stated, since October 25, 2013, the Company obtained general liability coverage from other insurers, which have covered and/or will cover any claims arising from actions after that date. As of September 30, 2021, we had 2 remaining unresolved claims out of the original 71 claims. One of the two remaining claims was settled in November 2021.

 

The protection provided by our service marks is limited.

 

Our rights to the trade names “RCI Hospitality Holdings, Inc.,” “Rick’s,” “Rick’s Cabaret,” “Tootsie’s Cabaret,” “Club Onyx,” “XTC Cabaret,” “Temptations,” “Jaguars,” “Downtown Cabaret,” “Cabaret East,” “Bombshells Restaurant and Bar,” “Vee Lounge,” “Mile High Men’s Club,” “Country Rock Cabaret,” “PT’s,” and “Diamond Cabaret” are established under common law, based upon our substantial and continuous use of these trade names in interstate commerce, some of which have been in use at least as early as 1987. We have registered our service mark, “RICK’S AND STARS DESIGN,” and the “BOMBSHELLS RESTAURANT & BAR” logo design with the United States Patent and Trademark Office. We have also obtained service mark registrations from the Patent and Trademark Office for “RICK’S AND STARS DESIGN” logo, “RCI HOSPITALITY HOLDINGS, INC.,” “RICK’S,” “RICK’S CABARET,” “CLUB ONYX,” “XTC CABARET,” “SCARLETT’S CABARET,” “SILVER CITY CABARET,” “BOMBSHELLS RESTAURANT AND BAR,” “THE SEVILLE CLUB,” “DOWN IN TEXAS SALOON,” “CLUB DULCE,” “THE BLACK ORCHID,” “HOOPS CABARET,” “VEE LOUNGE,” “STUDIO 80,” “FOXY’S CABARET,” “EXOTIC DANCER,” “TOYS FOR TATAS,” and BOMBSHELLS OFFICER’S CLUB are registered through service mark registrations issued by the United States Patent and Trademark Office. As of this date, we have pending registration applications for the names “TOOTSIES CABARET,” “IN THE BIZ,” “JAGUARS”, “THE MANSION,” and “LA BOHEME GENTLEMAN’S CLUB.” We also own the rights to numerous trade names associated with our media division. There can be no assurance that these steps we have taken to protect our service marks will be adequate to deter misappropriation of our protected intellectual property rights. Litigation may be necessary in the future to protect our rights from infringement, which may be costly and time consuming. The loss of the intellectual property rights owned or claimed by us could have a material adverse effect on our business.

 

As a result of the acquisition that closed on October 18, 2021, we obtained the rights to the following service mark registrations from the Patent and Trademark Office: “MILE HIGH MEN’S CLUB,” “MHMC logo,” “AFTER DARK,” “COUNTRY ROCK CABARET,” “PT’S,” “DIAMOND CABARET,” and “NAUGHTY MOMMIES NIGHT OUT”.

 

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We are dependent on key personnel.

 

Our future success is dependent, in a large part, on retaining the services of Eric Langan, our President and Chief Executive Officer, and Bradley Chhay, our Chief Financial Officer. Mr. Langan possesses a unique and comprehensive knowledge of our industry. While Mr. Langan has no present plans to leave or retire in the near future, his loss could have a negative effect on our operating, marketing and financial performance if we are unable to find an adequate replacement with similar knowledge and experience within our industry. Mr. Chhay possesses thorough familiarity with our accounting system and how it affects our operations. Mr. Chhay is also vital in our due diligence efforts when acquiring clubs. We maintain key-man life insurance with respect to Mr. Langan but not for Mr. Chhay. Although Messrs. Langan and Chhay have signed employment agreements with us (as described herein), there can be no assurance that Mr. Langan or Mr. Chhay will continue to be employed by us.

 

A failure to maintain food safety throughout the supply chain and food-borne illness concerns may have an adverse effect on our business.

 

Food safety is a top priority, and we dedicate substantial resources to ensuring that our guests enjoy safe, quality food products. However, food safety issues could be caused at the point of source or by food suppliers or distributors and, as a result, be out of our control. In addition, regardless of the source or cause, any report of food-borne illnesses such as E. coli, hepatitis A, trichinosis or salmonella, and other food safety issues including food tampering or contamination, at one of our restaurants or clubs could adversely affect the reputation of our brands and have a negative impact on our sales. Even instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the food service industry generally and adversely impact 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.

 

Other risk factors may adversely affect our financial performance.

 

Other risk factors that could cause our actual results to differ materially from those indicated in the forward-looking statements by affecting, among many things, pricing, consumer spending and consumer confidence, include, without limitation, changes in economic conditions and financial and credit markets, credit availability, increased fuel costs and availability for our employees, customers and suppliers, health epidemics or pandemics or the prospects of these events (such as reports on avian flu or COVID-19), consumer perceptions of food safety, changes in consumer tastes and behaviors, governmental monetary policies, changes in demographic trends, terrorist acts, energy shortages and rolling blackouts, and weather (including, major hurricanes and regional snow storms) and other acts of God.

 

We are also subject to the general risks of inflation, increases in minimum wage, health care, and other benefits that may have a material adverse effect on our cost structure, and the disruption in our supply chain caused by several factor, including the COVID-19 pandemic.

 

Risk related to our common stock

 

We must continue to meet NASDAQ Global Market Continued Listing Requirements, or we risk delisting.

 

Our securities are currently listed for trading on the NASDAQ Global Market. We must continue to satisfy NASDAQ’s continued listing requirements or risk delisting which would have an adverse effect on our business. If our securities are ever delisted from NASDAQ, they may trade on the over-the-counter market, which may be a less liquid market. In such case, our shareholders’ ability to trade or obtain quotations of the market value of shares of our common stock would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger spreads in the bid and ask prices for our securities.

 

We may be subject to allegations, defamations, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose customers and/or contribute to a deflation of our stock price.

 

We have been subject to allegations by third parties or purported former employees, negative internet postings, and other adverse public exposure on our business, operations and staff compensation. We may also become the target of defamations or other detrimental conduct by third parties or disgruntled former or current employees. Such conduct may include complaints, anonymous or otherwise, to regulatory agencies, media or other organizations. We may be subject to government or regulatory investigation or other proceedings as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Any government or regulatory investigations initiated as a result of the above may cause a deflation in our stock price. Additionally, allegations, directly or indirectly against us, may be posted on the internet, including social media platforms by anyone, whether or not related to us, on an anonymous basis. Any negative publicity on us or our management can be quickly and widely disseminated. Social media platforms and devices immediately publish the content of their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our reputation, business or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of negative and potentially false information about our business and operations, which in turn may cause us to lose customers.

 

Our quarterly operating results may fluctuate and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

 

Our nightclub operations are affected by seasonal factors. Historically, we have experienced reduced revenues from April through September with the strongest operating results occurring from October through March. As a result, our quarterly and annual operating results and comparable restaurant sales may fluctuate significantly as a result of seasonality and the factors discussed above. Accordingly, results for any one fiscal quarter are not necessarily indicative of results to be expected for any other fiscal quarter or for any fiscal year and same-store sales for any particular future period may decrease. In the future, operating results may fall below the expectations of securities analysts and investors. In that event, the price of our common stock would likely decrease.

 

Anti-takeover effects of the issuance of our preferred stock could adversely affect our common stock.

 

Our Board of Directors has the authority to issue up to 1,000,000 shares of preferred stock in one or more series, to fix the number of shares constituting any such series, and to fix the rights and preferences of the shares constituting any series, without any further vote or action by the stockholders. The issuance of preferred stock by the Board of Directors could adversely affect the rights of the holders of our common stock. For example, such issuance could result in a class of securities outstanding that would have preferences with respect to voting rights and dividends and in liquidation over the common stock, and could (upon conversion or otherwise) enjoy all of the rights appurtenant to common stock. The Board’s authority to issue preferred stock could discourage potential takeover attempts and could delay or prevent a change in control of the Company through merger, tender offer, proxy contest or otherwise by making such attempts more difficult to achieve or costlier. There are no issued and outstanding shares of preferred stock; there are no agreements or understandings for the issuance of preferred stock; and the Board of Directors has no present intention to issue preferred stock.

 

Future sales or the perception of future sales of a substantial amount of our common stock may depress our stock price.

 

The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market, or as a result of the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of common stock.

 

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Our stock price has been volatile and may fluctuate in the future.

 

The trading price of our securities may fluctuate significantly. This price may be influenced by many factors, including:

 

  our performance and prospects;
     
  the depth and liquidity of the market for our securities;
     
  investor perception of us and the industry in which we operate;
     
  changes in earnings estimates or buy/sell recommendations by analysts;
     
  general financial and other market conditions; and
     
  domestic economic conditions.

 

Public stock markets have experienced, and may experience, extreme price and trading volume volatility. These broad market fluctuations may adversely affect the market price of our securities.

 

Cumulative voting is not available to our stockholders.

 

Cumulative voting in the election of Directors is expressly denied in our Articles of Incorporation. Accordingly, the holder or holders of a majority of the outstanding shares of our common stock may elect all of our Directors.

 

Our directors and officers have limited liability and have rights to indemnification.

 

Our Articles of Incorporation and Bylaws provide, as permitted by governing Texas law, that our directors and officers shall not be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director or officer, with certain exceptions. The Articles further provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle, or satisfy any civil litigation or criminal action brought against them on account of their being or having been its directors or officers unless, in such action, they are adjudged to have acted with gross negligence or willful misconduct.

 

The inclusion of these provisions in the Articles may have the effect of reducing the likelihood of derivative litigation against directors and officers and may discourage or deter stockholders or management from bringing a lawsuit against directors and officers for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.

 

The Articles provide for the indemnification of our officers and directors, and the advancement to them of expenses in connection with any proceedings and claims, to the fullest extent permitted by Texas law. The Articles include related provisions meant to facilitate the indemnitee’s receipt of such benefits. These provisions cover, among other things: (i) specification of the method of determining entitlement to indemnification and the selection of independent counsel that will in some cases make such determination, (ii) specification of certain time periods by which certain payments or determinations must be made and actions must be taken, and (iii) the establishment of certain presumptions in favor of an indemnitee.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties.

 

As of September 30, 2021, we own 51 real estate properties. On 37 of these properties, we operate clubs or restaurants, including those temporarily closed. We lease multiple other properties to third-party tenants. Four of our owned properties are in locations where we previously operated clubs, but now lease the buildings to third parties. Ten are non-income-producing properties for corporate use (including our corporate office) or future club or restaurant locations, or may be offered for sale in the future. Eleven of our clubs and restaurants are in leased locations.

 

Our principal corporate office is located at 10737 Cutten Road, Houston, Texas 77066, consisting of a 21,000-square foot corporate office and an 18,000-square foot warehouse facility. In March 2021, we acquired approximately 57,000-square foot of land across the street from our corporate office. We plan to build a warehouse on that land in the coming months. See Note 15 to our consolidated financial statements.

 

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Below is a list of locations we operated as of September 30, 2021:

 

Name of Establishment     Fiscal Year Acquired/Opened  
Club Onyx, Houston, TX     1995  
Rick’s Cabaret, Minneapolis, MN     1998  
XTC Cabaret, Austin, TX     1998  
XTC Cabaret, San Antonio, TX     1998

(2)

Rick’s Cabaret, New York City, NY     2005  
Club Onyx, Charlotte, NC     2005 (1)
Rick’s Cabaret, San Antonio, TX     2006
XTC Cabaret, South Houston     2006 (1)
Rick’s Cabaret, Fort Worth, TX     2007  
Tootsie’s Cabaret, Miami Gardens, FL     2008  
XTC Cabaret, Dallas, TX     2008  
Rick’s Cabaret, Round Rock, TX     2009  
Cabaret East, Fort Worth, TX     2010  
Rick’s Cabaret DFW, Fort Worth, TX     2011  
Downtown Cabaret, Minneapolis, MN     2011  
Temptations, Aledo, TX     2011 (1)
Silver City Cabaret, Dallas, TX     2012  
Jaguars Club, Odessa, TX     2012  
Jaguars Club, Phoenix, AZ     2012  
Jaguars Club, Lubbock, TX     2012  
Jaguars Club, Longview, TX     2012  
Jaguars Club, Tye, TX     2012  
Jaguars Club, Edinburg, TX     2012  
Jaguars Club, El Paso, TX     2012  
Jaguars Club, Harlingen, TX     2012  
Studio 80, Fort Worth, TX     2013 (1)
Bombshells, Dallas, TX     2013  
Temptations, Sulphur, LA     2013 (2)
Temptations, Beaumont, TX     2013  
Vivid Cabaret, New York, NY     2014 (1)
Bombshells, Austin, TX     2014 (1)
Rick’s Cabaret, Odessa, TX     2014  
Bombshells, Spring, TX     2014 (1)
Bombshells Fuqua, Houston, TX     2014 (1)
Foxy’s Cabaret, Austin TX     2015  
The Seville, Minneapolis, MN     2015  
Hoops Cabaret and Sports Bar, New York, NY     2016 (1)
Bombshells, Highway 290 Houston, TX     2017 (1)
Scarlett’s Cabaret, Washington Park, IL     2017  
Scarlett’s Cabaret, Miami, FL     2017 (1)
Bombshells, Pearland, TX     2018  
Kappa Men’s Club, Kappa, IL     2018  
Rick’s Cabaret, Chicago, IL     2019  
Rick’s Cabaret, Pittsburgh, PA     2019  
Bombshells I-10, Houston, TX     2019  
Bombshells 249, Houston, TX     2019  
Bombshells, Katy, TX     2020  
Bombshells 59, Houston, TX     2020  

 

(1) Leased location.
(2) Currently closed.

 

Our property leases are typically for a fixed rental rate without revenue percentage rentals. The lease terms generally have initial terms of 10 to 20 years with renewal terms of 5 to 20 years. At September 30, 2021, certain of our owned properties were collateral for mortgage debt amounting to approximately $102.3 million. See related information in Notes 6, 9 and 19 to our consolidated financial statements.

 

Item 3. Legal Proceedings.

 

See the “Legal Matters” section within Note 11 to our consolidated financial statements within this Annual Report on Form 10-K for the requirements of this Item, which section is incorporated herein by reference.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Our common stock is quoted on the NASDAQ Global Market under the symbol “RICK.”

 

Holders

 

On December 10, 2021, the closing stock price for our common stock as reported by NASDAQ was $63.66, and there were 147 stockholders of record of our common stock (excluding broker held shares in “street name”). Currently, we estimate that there are approximately 9,300 stockholders having beneficial ownership in street name.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our common stock is Colonial Stock Transfer Company, Inc., 66 Exchange Place, 1st Floor, Salt Lake City, Utah 84111.

 

Dividend Policy

 

Prior to 2016, we had not paid cash dividends on our common stock. Starting in March 2016, in conjunction with our share buyback program (see discussion below), our Board of Directors has declared regular quarterly cash dividends of $0.03 per share, except for the fourth quarter of fiscal 2019, the second and fourth quarters of fiscal 2020, and all four quarters of fiscal 2021 when we paid $0.04 per share. During fiscal 2021, 2020, and 2019, we paid cash dividends totaling $1.4 million, $1.3 million, and $1.3 million, respectively.

 

In connection with the September 2021 Refinancing Note (see Note 9 to our consolidated financial statements), we have agreed to not pay out any dividends or distributions; provided that, we are permitted to continue to pay our quarterly dividend in the amount of $0.04 per share per quarter ($0.16 per year) unless the debt service coverage in connection with the loan falls below 1.4x for three consecutive quarters, in which event such quarterly dividend must be suspended until such time as the 1.4x debt service coverage is achieved.

 

Purchases of Equity Securities by the Issuer

 

During the three months ended September 30, 2021, we did not repurchase any shares of our common stock.

 

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Equity Compensation Plan Information

 

None.

 

Stock Performance Graph

 

The following chart compares the 5-year cumulative total stock performance of our common stock; the NASDAQ Composite Index (IXIC); the Russell 2000 Index (RUT); and the Dow Jones U.S. Restaurant & Bar Index (DJUSRU), our peer index. The graph assumes a hypothetical investment of $100 on September 30, 2016 in each of our common stock and each of the indices, and that all dividends were reinvested. The measurement points utilized in the graph consist of the last trading day as of September 30 each year, representing the last day of our fiscal year. The calculations exclude trading commissions and taxes. We have selected the Dow Jones U.S. Restaurant & Bar Index as our peer index since it represents a broader group of restaurant and bar operators that are more aligned to our core business operations. RICK is a component of the NASDAQ Composite Index and the Russell 2000 Index. The historical stock performance presented below is not intended to and may not be indicative of future stock performance.

 

 

    9/30/2016     9/30/2017     9/30/2018     9/30/2019     9/30/2020     9/30/2021  
RCI Hospitality Holdings, Inc.   $ 100.00     $ 215.03     $ 255.84     $ 178.60     $ 176.60     $ 593.72  
NASDAQ Composite Index   $ 100.00     $ 122.29     $ 151.47     $ 150.59     $ 210.23     $ 272.00  
Dow Jones U.S. Restaurant & Bar Index   $ 100.00     $ 115.78     $ 130.42     $ 170.09     $ 172.30     $ 211.21  
Russell 2000 Index   $ 100.00     $ 119.11     $ 135.55     $ 121.71     $ 120.46     $ 176.12  

 

22
 

 

Item 6. [Reserved]

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

OVERVIEW

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand RCI Hospitality Holdings, Inc., our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes thereto contained in Item 8 – “Financial Statements and Supplementary Data” of this report. This overview summarizes the MD&A, which includes the following sections:

 

  Our Business — a general description of our business and the adult nightclub industry, our objective, our strategic priorities, our core capabilities, and challenges and risks of our business.
     
  Critical Accounting Policies and Estimates — a discussion of accounting policies that require critical judgments and estimates.
     
  Operations Review — an analysis of our Company’s consolidated results of operations for the three years presented in our consolidated financial statements.
     
  Liquidity and Capital Resources — an analysis of cash flows, aggregate contractual obligations, and an overview of financial position.

 

Ongoing Impact of COVID-19 Pandemic

 

Since the U.S. declaration of COVID-19 as a pandemic in March 2020, we have had a major disruption in our business operations that threatened to significantly impact our cash flow. The declaration resulted in a significant reduction in customer traffic in our clubs and restaurants due to changes in consumer behavior as social distancing practices, dining room closures, and other restrictions that were mandated or encouraged by federal, state, and local governments. To adapt to the situation, we took significant steps to augment an anticipated decline in operating cash flows, including negotiating deferment of some of our debts, reducing the number of our employees and related payroll costs where necessary, and deferring or modifying certain fixed and variable monthly expenses, among others.

 

The temporary closure of our clubs and restaurants caused by the COVID-19 pandemic presented operational challenges. Our strategy is to open locations and operate in accordance with local and state guidelines. We believe that we can borrow capital if needed but currently we do not have unused credit facilities so there can be no guarantee that additional liquidity will be readily available or available on favorable terms, especially the longer the COVID-19 pandemic lasts.

 

Compared to fiscal 2020, which showed a significant impact of the pandemic in terms of revenues and bottom line, in fiscal 2021 our operations exhibited tremendous recovery. Revenues were up by 47.6% from prior year and up by 7.8% from pre-pandemic fiscal 2019. Net income increased by 47.5% from fiscal 2019 (fiscal 2020 had a net loss) and free cash flow increased by 167.7% from fiscal 2020 and by 8.3% from fiscal 2019.

 

As of the release of this report, we do not know the future extent and duration of the impact of COVID-19 on our businesses. Closures and operating restrictions, as caused by local, state, and national guidelines, could lead to adverse financial results. However, we will continually monitor and evaluate the situation and will determine any further measures to be instituted.

 

OUR BUSINESS

 

The following are our operating segments:

 

Nightclubs Our wholly-owned subsidiaries own and/or operate upscale adult nightclubs serving primarily businessmen and professionals. These nightclubs are in Houston, Austin, San Antonio, Dallas, Fort Worth, Beaumont, Longview, Harlingen, Edinburg, Tye, Lubbock, Aledo, Round Rock, El Paso and Odessa, Texas; Charlotte, North Carolina; Minneapolis, Minnesota; New York, New York; Miami Gardens and Pembroke Park, Florida; Pittsburgh, Pennsylvania; Phoenix, Arizona; and Washington Park, Kappa and Chicago, Illinois. No sexual contact is permitted at any of our locations. We also own and operate a Studio 80 dance club in Fort Worth, Texas. We also own and lease to third parties real properties that are adjacent to (or used to be locations of) our clubs.

 

In relation to acquisitions that closed in October and November 2021, we now have club locations in Denver, Colorado; Louisville, Kentucky; Raleigh, North Carolina; Portland, Maine; Indianapolis, Indiana; Sauget, Illinois; and Newburgh, New York.

   
Bombshells Our wholly-owned subsidiaries own and operate restaurants and sports bars in Houston, Dallas, Austin, Spring, Pearland, Tomball and Katy, Texas under the brand name Bombshells Restaurant & Bar.
   
Other Our wholly-owned subsidiaries own a media division (“Media Group”), including the leading trade magazine serving the multibillion-dollar adult nightclubs industry and the adult retail products industry. We also own an industry trade show, an industry trade publication and more than a dozen industry and social media websites. Included here is Drink Robust, which is licensed to sell Robust Energy Drink in the United States.

 

Our revenues are derived from the sale of liquor, beer, wine, food, merchandise; service revenues such as cover charges, membership fees, and facility use fees; and other revenues such as commissions from vending and ATM machines, real estate rental, valet parking, and other products and services for both nightclub and restaurant/sports bar operations. Other revenues include Media Group revenues for the sale of advertising content and revenues from our annual Expo convention, and Drink Robust sales. Our fiscal year-end is September 30.

 

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Same-Store Sales. We calculate same-store sales by comparing year-over-year revenues from nightclubs and restaurants/sports bars starting in the first full quarter of operations after at least 12 full months for Nightclubs and at least 18 full months for Bombshells. We consider the first six months of operations of a Bombshells unit to be the “honeymoon period” where sales are significantly higher than normal. We exclude from a particular month’s calculation units previously included in the same-store sales base that have closed temporarily for more than 15 days until its next full month of operations. We also exclude from the same-store sales base units that are being reconcepted or are closed due to renovations or remodels. Acquired units are included in the same-store sales calculation as long as they qualify based on the definitions stated above. Revenues outside of our Nightclubs and Bombshells reportable segments’ core business are excluded from same-store sales calculation.

 

Adjusted Same-Store Sales. Due to the disruption created by the COVID-19 pandemic and in an effort to minimize the complexity in the calculation of same-store sales caused by closing and opening again our locations, we are presenting two alternative same-store sales results calculated with and without the impact of closures caused by state and local government mandates. In the alternative calculation, a comparable location will remain in the same-store sales base regardless of closing and reopening due to COVID-19 restrictions.

 

Our goal is to use our Company’s assets—our brands, financial strength, and the talent and strong commitment of our management and employees—to become more competitive and to accelerate growth.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Management’s discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements requires our management to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are based on management’s historical and industry experience and on various other assumptions that are believed to be reasonable under the circumstances. On a regular basis, we evaluate these accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results may differ from our estimates, and such differences could be material.

 

A full discussion of our significant accounting policies is contained in Note 2 to our consolidated financial statements, which is included in Item 8 – “Financial Statements and Supplementary Data” of this report. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our financial results. These estimates require our most difficult, subjective or complex judgments because they relate to matters that are inherently uncertain. We have reviewed these critical accounting policies and estimates and related disclosures with our Audit Committee.

 

Long-Lived Assets

 

We review long-lived assets, such as property and equipment, and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value. We define our asset group as an operating club or restaurant location, which is also our reporting unit or the lowest level for which cash flows can be identified. Key estimates in the undiscounted cash flow model include management’s estimate of the projected revenues and operating margins. If fair value is used to determine an impairment loss, an additional key assumption is the selection of a weighted-average cost of capital to discount cash flows. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. During the second quarter of 2021, we impaired one property that was reclassified to assets held for sale for $1.4 million, and during the fourth quarter of 2021, we impaired four clubs for $584,000. During the second quarter of 2020, we impaired one club and one Bombshells unit for a total of $302,000, and during the third quarter of 2020, we impaired one club for its operating lease right-of-use asset for $104,000. During the fourth quarter of 2019, we impaired two clubs for a total of $4.2 million.

 

Goodwill and Other Intangible Assets

 

Goodwill and other intangible assets that have indefinite useful lives are tested annually for impairment during our fourth fiscal quarter and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired.

 

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Our impairment calculations require management to make assumptions and to apply judgment in order to estimate fair values. If our actual results are not consistent with our estimates and assumptions, we may be exposed to impairments that could be material. We do not believe that there is a reasonable likelihood that there will be a change in the estimates or assumptions we used that could cause a material change in our calculated impairment charges.

 

For our goodwill impairment review, we have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on our qualitative analysis, or if we elect to skip this step, we perform a Step 1 quantitative analysis to determine the fair value of the reporting unit. The fair value is determined using market-related valuation models, including discounted cash flows and comparable asset market values. Key estimates in the discounted cash flow model include management’s estimate of the projected revenues and operating margins, along with the selection of a weighted-average cost of capital to discount cash flows. We recognize goodwill impairment in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit, not to exceed the amount of goodwill allocated to the reporting unit, based on the results of our Step 1 analysis. For the year ended September 30, 2021, we identified seven reporting units that were impaired and recognized a goodwill impairment loss totaling $6.3 million. For the year ended September 30, 2020, we identified seven reporting units that were impaired and recognized a goodwill impairment loss totaling $7.9 million. For the year ended September 30, 2019, we identified four reporting units that were impaired and recognized a goodwill impairment loss totaling $1.6 million.

 

For indefinite-lived intangibles, specifically SOB licenses, we determine fair value by estimating the multiperiod excess earnings of the asset with key assumptions being similar to those used in the goodwill impairment valuation model. For indefinite-lived tradename, we determine fair value by using the relief from royalty method. The fair value is then compared to the carrying value and an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset. We recorded impairment charges for SOB licenses amounting to $5.3 million in 2021 related to three clubs, $2.3 million in 2020 related to two clubs, and $178,000 in 2019 related to one club.

 

Income Taxes

 

We estimate certain components of our provision for income taxes including the recoverability of deferred tax assets that arise from temporary differences between the tax and book carrying amounts of existing assets and liabilities and their respective tax bases. These estimates include depreciation and amortization expense allowable for tax purposes, allowable tax credits for items such as taxes paid on employee tip income, effective rates for state and local income taxes, and the deductibility of certain other items, among others. We adjust our annual effective income tax rate as additional information on outcomes or events becomes available. When necessary, we record a valuation allowance to reduce deferred tax assets to a balance that is more likely than not to be realized.

 

Legal and Other Contingencies

 

As mentioned in Item 3 – “Legal Proceedings” and in a more detailed discussion in Note 11 to our consolidated financial statements, we are involved in various suits and claims in the normal course of business. We record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In the opinion of management, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies for asserted legal and other claims. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected. In matters where there is insurance coverage, in the event we incur any liability, we believe it is unlikely we would incur losses in connection with these claims in excess of our insurance coverage.

 

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OPERATIONS REVIEW

 

Highlights of operations from fiscal 2021, 2020, and 2019 are as follows (in thousands, except percentages and per share amounts):

 

    2021     Inc (Dec)     2020     Inc (Dec)     2019  
                               
Revenues                                        
Consolidated   $ 195,258       47.6 %   $ 132,327       (26.9 )%   $ 181,059  
Nightclubs   $ 137,348       55.4 %   $ 88,373       (40.5 )%   $ 148,606  
Bombshells   $ 56,621       31.0 %   $ 43,215       40.2 %   $ 30,828  
                                         
Same-store sales                                        
Consolidated             1.5 %             (4.4 )%        
Nightclubs             (2.1 )%             (9.0 )%        
Bombshells             7.7 %             18.3 %        
                                         
Income from operations                                        
Consolidated   $ 38,548       1,303.8 %   $ 2,746       (92.1 )%   $ 34,701  
Nightclubs   $ 43,815       235.6 %   $ 13,056       (74.3 )%   $ 50,724  
Bombshells   $ 13,264       43.6 %   $ 9,237       300.4 %   $ 2,307  
                                         
Diluted earnings (loss) per share   $ 3.37             $ (0.66 )           $ 2.10  
                                         
Net cash provided by operating activities   $ 41,991       168.6 %   $ 15,632       (57.9 )%   $ 37,174  
                                         
Free cash flow*   $ 36,084       167.7 %   $ 13,481       (59.5 )%   $ 33,316  

 

* Reconciliation and discussion of non-GAAP financial measures are included under the “Non-GAAP Financial Measures” section of this Item. These measures should be considered in addition to, rather than as a substitute for, U.S. GAAP measures.

 

The following common size tables present a comparison of our results of operations as a percentage of total revenues for the three most recently completed fiscal years:

 

    2021     2020     2019  
Revenues                        
Sales of alcoholic beverages     44.4 %     44.6 %     41.5 %
Sales of food and merchandise     21.1 %     18.5 %     14.3 %
Service revenues     28.4 %     31.1 %     37.6 %
Other     6.1 %     5.8 %     6.6 %
Total revenues     100.0 %     100.0 %     100.0 %
Cost of goods sold                        
Alcoholic beverages     18.3 %     18.8 %     20.4 %
Food and merchandise     33.6 %     33.0 %     35.1 %
Service and other     0.6 %     0.5 %     0.7 %
Total cost of goods sold (exclusive of items shown separately below)     15.4 %     14.7 %     13.8 %
Salaries and wages     25.9 %     29.5 %     27.5 %
Selling, general and administrative     28.0 %     39.1 %     33.1 %
Depreciation and amortization     4.2 %     6.7 %     5.0 %
Other charges, net     6.8 %     8.0 %     1.4 %
Total operating expenses     80.3 %     97.9 %     80.8 %
Income from operations     19.7 %     2.1 %     19.2 %
Other income (expenses)                        
Interest expense     (5.1 )%     (7.4 )%     (5.6 )%
Interest income     0.1 %     0.2 %     0.2 %
Non-operating gains (losses), net     2.7 %     (0.0 )%     (0.3 )%
Income (loss) before income taxes    

17.5

%     (5.1 )%     13.4 %
Income tax expense (benefit)     2.0 %     (0.4 )%     2.1 %
Net income (loss)    

15.4

%     (4.8 )%     11.3 %

 

Percentages may not foot due to rounding. Percentage of revenue for individual cost of goods sold items pertains to their respective revenue line.

 

27
 

 

Below is a table presenting the changes in each line item of the income statement for the last three fiscal years (dollar amounts in thousands)

 

    Better (Worse)  
    2021 vs. 2020     2020 vs. 2019  
    Amount     %     Amount     %  
                         
Sales of alcoholic beverages   $ 27,605       46.7 %   $ (16,060 )     (21.4 )%
Sales of food and merchandise     16,651       68.1 %     (1,370 )     (5.3 )%
Service revenues     14,299       34.7 %     (26,893 )     (39.5 )%
Other     4,376       57.4 %     (4,409 )     (36.6 )%
Total revenues     62,931       47.6 %     (48,732 )     (26.9 )%
                                 
Cost of goods sold                                
Alcoholic beverages     (4,786 )     (43.1 )%     4,206       27.5 %
Food and merchandise     (5,653 )     (69.4 )%     915       10.1 %
Service and other     (177 )     (89.8 )%     381       65.9 %
Total cost of goods sold (exclusive of items shown separately below)     (10,616 )     (54.6 )%     5,502       22.1 %
Salaries and wages     (11,557 )     (29.6 )%     10,763       21.6 %
Selling, general and administrative     (2,916 )     (5.6 )%     8,204       13.7 %
Depreciation and amortization     598       6.8 %     236       2.6 %
Other charges, net     (2,638 )     (25.0 )%     (7,928 )     (302.6 )%
Total operating expenses     (27,129 )     (20.9 )%     16,777       11.5 %
Income from operations     35,802       1,303.8 %     (31,955 )     (92.1 )%
Other income/expenses                                
Interest expense     (181 )     (1.8 )%     398       3.9 %
Interest income     (71 )     (21.9 )%     (15 )     (4.9 )%
Non-operating gains (losses), net     5,394       *       548       89.5 %
Income/loss before income taxes     40,944       601.7 %     (30,994 )     (128.1 )%
Income tax expense/benefit     (4,482 )     *       4,237       113.2 %
Net income/loss   $

36,462

      *   $ (26,757 )     (130.9 )%

 

* Not meaningful.

 

Revenues

 

Overall, our consolidated revenues trended significantly better in fiscal 2021 compared to the more pandemic impacted fiscal 2020 with a 47.6% increase. But even though 2021 was still affected by the pandemic, revenues grew 7.8% compared to pre-pandemic fiscal 2019. Excluding COVID-19 impact, consolidated same-store sales increase in 2021 was 1.5%. Including the impact of COVID-19 on comparable units (see definition of Adjusted Same-Store Sales on page 25), adjusted same-store sales in 2021 would be an increase of 48.7%. Consolidated revenues decreased by $48.7 million, or 26.9%, from 2019 to 2020. The decrease from 2019 to 2020 was mainly caused by significantly lower traffic due to the COVID-19 restrictions. Excluding COVID-19 impact, consolidated same-store sales decrease in 2020 was 4.4%. Including the impact of COVID-19 on comparable units, adjusted same-store sales in 2020 would be a decrease of 34.7%.

 

28
 

 

Segment contribution to total revenues was as follows (in thousands):

 

    2021     2020     2019  
Nightclubs                        
Sales of alcoholic beverages   $ 54,305     $ 31,950     $ 57,277  
Sales of food and merchandise     17,221       8,561       13,051  
Service revenues     55,146       41,004       67,893  
Other revenues     10,676       6,858       10,385  
      137,348       88,373       148,606  
Bombshells                        
Sales of alcoholic beverages     32,380       27,130       17,863  
Sales of food and merchandise     23,890       15,899       12,779  
Service revenues     315       158       162  
Other revenues     36       28       24  
      56,621       43,215       30,828  
Other                        
Other revenues     1,289       739       1,625  
    $ 195,258     $ 132,327     $ 181,059  

 

Nightclubs segment revenues. Nightclubs revenues increased by 55.4% from 2020 to 2021 and decreased by 40.5% from 2019 to 2020. A breakdown of the changes compared to total change in Nightclubs revenues is as follows:

 

    2021 vs. 2020     2020 vs. 2019  
Impact of 2.1% and 9.0% decrease in same-store sales, respectively, to total revenues (excluding COVID-19 impact)     (1.2 )%     (4.9 )%
Newly acquired and reconcepted units     -       0.9 %
Closed units (including COVID-19 impact)     56.4 %     (36.3 )%
Other     0.2 %     (0.2 )%
      55.4 %     (40.5 )%

 

Including the impact of COVID-19 on comparable Nightclubs locations (see Adjusted Same-Store Sales on page 25), the breakdown would have been:

 

    2021 vs. 2020     2020 vs. 2019  
Impact of 59.2% increase and 41.7% decrease in same-store sales, respectively, to total revenues (including COVID-19 impact)    

56.9

%     (40.3 )%
Newly acquired and reconcepted units     -       0.9 %
Closed units (excluding COVID-19 impact)    

(1.8

)%     (0.9 )%
Other     0.2 %     (0.2 )%
      55.4 %     (40.5 )%

 

By type of revenue line item, changes in Nightclubs segment revenue dollars are broken down as:

 

    2021 vs. 2020     2020 vs. 2019  
Sales of alcoholic beverages     70.0 %     (44.2 )%
Sales of food and merchandise     101.2 %     (34.4 )%
Service revenues     34.5 %     (39.6 )%
Other     55.7 %     (34.0 )%

 

Nightclubs segment sales mix did not change much through the three fiscal years:

 

    2021     2020     2019  
Sales of alcoholic beverages     39.5 %     36.2 %     38.5 %
Sales of food and merchandise     12.5 %     9.7 %     8.8 %
Service revenues     40.2 %     46.4 %     45.7 %
Other     7.8 %     7.7 %     7.0 %
      100.0 %     100.0 %     100.0 %

 

Included in the 2019 new units are Rick’s Cabaret Chicago and Rick’s Cabaret Pittsburgh, which were acquired in November 2018 (see Note 15 to our consolidated financial statements) and contributed $5.0 million and $4.6 million in revenues for 2019 since acquisition date. No new clubs were acquired or constructed in 2020 and 2021.

 

Included in other revenues of the Nightclubs segment is real estate rental revenue amounting to $1.5 million in 2021, $1.3 million in 2020, and $1.7 million in 2019.

 

29
 

 

Bombshells segment revenues. Bombshells revenues increased by 31.0% from 2020 to 2021 and by 40.2% from 2019 to 2020. A breakdown of the changes compared to total changes in Bombshells revenues is as follows:

 

    2021 vs. 2020     2020 vs. 2019  
Impact of 7.7% and 18.3% increase in same-store sales, respectively, to total revenues (excluding COVID-19 impact)     5.2 %     9.7 %
New units     9.6 %     35.0 %
Closed units (including COVID-19 impact)     16.2 %     (4.5 )%
      31.0 %     40.2 %

 

Including the impact of COVID-19 on comparable Bombshells locations (see Adjusted Same-Store Sales on page 25), the breakdown would have been:

 

    2021 vs. 2020     2020 vs. 2019  
Impact of 24.8% and 6.5% increase in same-store sales, respectively, to total revenues (including COVID-19 impact)     21.4 %     5.1 %
New units     9.6 %     35.0 %
Closed units (excluding COVID-19 impact)     -       0.1 %
      31.0 %     40.2 %

 

By type of revenue line item, changes in Bombshells segment revenues are broken down as:

 

    2021 vs. 2020     2020 vs. 2019  
Sales of alcoholic beverages     19.4 %     51.9 %
Sales of food and merchandise     50.3 %     24.4 %
Service and other revenues     88.7 %     0.0 %

 

Bombshells segment sales mix for the three fiscal years is as follows:

 

    2021     2020     2019  
Sales of alcoholic beverages     57.2 %     62.8 %     57.9 %
Sales of food and merchandise     42.2 %     36.8 %     41.5 %
Service and other revenues     0.6 %     0.4 %     0.6 %
      100.0 %     100.0 %     100.0 %

 

Bombshells I-10 was opened in the first quarter of 2019, while Bombshells 249 was opened in the second quarter of 2019. Bombshells Katy was opened in the first quarter of 2020, while Bombshells 59 was opened in the second quarter of 2020. No new Bombshells location was opened in 2021.

 

Other segment revenues. Other revenues included revenues from Drink Robust in all three fiscal years presented. Drink Robust sales were $249,000, $150,000, and $231,000 in fiscal 2021, 2020, and 2019, respectively, which excludes intercompany sales to Nightclubs and Bombshells units amounting to $141,000, $70,000, and $140,000 in fiscal 2021, 2020, and 2019, respectively. Media business revenues were $1.0 million, $589,000, and $1.4 million in fiscal 2021, 2020, and 2019, respectively. Due to the COVID-19 pandemic, the 2020 ED EXPO that was supposed to be held in August 2020 (fiscal 2020) was canceled. All unearned sponsorship and advertising revenues related to the event were either further deferred or refunded and no revenue was recognized.

 

Operating Expenses

 

Total operating expenses, as a percent of consolidated revenues, were 80.3%, 97.9%, and 80.8% for the fiscal year 2021, 2020, and 2019, respectively. Significant contributors to the change in operating expenses as a percent of revenues are explained below.

 

Cost of goods sold includes cost of alcoholic and non-alcoholic beverages, food, cigars and cigarettes, merchandise, media printing/binding, and Drink Robust. As a percentage of consolidated revenues, consolidated cost of goods sold was 15.4%, 14.7%, and 13.8% for fiscal 2021, 2020, and 2019, respectively. See above for breakdown of percentages for each line item of consolidated cost of goods sold as it relates to the respective consolidated revenue line. For the Nightclubs segment, cost of goods sold was 11.8%, 10.7%, and 11.2% for fiscal 2021, 2020, and 2019, respectively, which was primarily caused by shifts in sales mix. Bombshells cost of goods sold was 23.8%, 22.6%, and 25.3% for fiscal 2021, 2020, and 2019, respectively, which was mainly driven by the shift in sales mix to lower-margin food sales in 2021, to higher-margin alcoholic beverage sales in 2020, and from food cost inflation in 2019.

 

30
 

 

Consolidated salaries and wages increased by $11.6 million, or 29.6%, from 2020 to 2021 and decreased by $10.8 million, or 21.6%, from 2019 to 2020. The dollar decrease from 2019 to 2020 was mainly from furloughed employees due to COVID-19, which increased back in 2021 due to hiring and rehiring after easing restrictions. As a percentage of revenues, consolidated salaries and wages were 25.9%, 29.5%, and 27.5% in 2021, 2020, and 2019, respectively, mainly due to sales trend and the impact of fixed salaries on lower sales. Corporate salary pay cuts made in 2020 during the height of the pandemic restrictions were paid back in 2021.

 

By reportable segment, salaries and wages are broken down as follows (in thousands):

 

    2021     2020     2019  
Nightclubs   $ 26,986     $ 19,590     $ 32,267  
Bombshells     13,041       10,427       8,887  
Other     582       491       617  
General corporate     10,018       8,562       8,062  
    $ 50,627     $ 39,070     $ 49,833  

 

Unit-level manager payroll is included in salaries and wages of each location, while payroll for regional manager and above are included in general corporate.

 

The components of consolidated selling, general and administrative expenses are in the tables below (dollars in thousands):

 

    Years Ended September 30,     Percentage of Revenues  
    2021     2020     2019     2021     2020     2019  
Taxes and permits   $ 8,701     $ 8,071     $ 10,779       4.5 %     6.1 %     6.0 %
Advertising and marketing     6,676       5,367       8,392       3.4 %     4.1 %     4.6 %
Supplies and services     6,190       4,711       5,911       3.2 %     3.6 %     3.3 %
Insurance     5,676       5,777       5,429       2.9 %     4.4 %     3.0 %
Lease     3,942       4,060       3,896       2.0 %     3.1 %     2.2 %
Legal     3,997       4,725       5,180       2.0 %     3.6 %     2.9 %
Utilities     3,366       2,945       3,165       1.7 %     2.2 %     1.7 %
Charge card fees     3,376       2,382       3,803       1.7 %     1.8 %     2.1 %
Security     3,892       2,582       2,973       2.0 %     2.0 %     1.6 %
Accounting and professional fees     2,031       3,463       2,815       1.0 %     2.6 %     1.6 %
Repairs and maintenance     2,767       2,289       2,980       1.4 %     1.7 %     1.6 %
Other     3,994       5,320       4,573       2.0 %     4.0 %     2.5 %
    $ 54,608     $ 51,692     $ 59,896       28.0 %     39.1 %     33.1 %

 

By reportable segment, selling, general and administrative expenses are broken down as follows (in thousands):

 

    2021     2020     2019  
Nightclubs   $ 32,725     $ 30,105     $ 40,033  
Bombshells     14,883       11,735       10,441  
Other     237       268       356  
General corporate     6,763       9,584       9,066  
    $ 54,608     $ 51,692     $ 59,896  

 

31
 

 

The significant variances in selling, general and administrative expenses are as follows:

 

In light of decreased sales activity caused by the COVID-19 pandemic from 2019 to 2020, most of our selling, general and administrative expenses for 2020 decreased, except for relatively fixed expenses such as insurance, rent, and accounting and professional fees. As a percentage of revenues, relatively fixed expenses increased in rate due to lower sales, while more discretionary/controllable expenses such as advertising and marketing were kept to a minimum. Conversely, due to the increase in revenues in 2021 from 2020, almost all selling, general and administrative expenses consequently increased except accounting and professional fees, insurance, leases, and legal. Accounting and legal fees primarily decreased from prior year’s SEC matters; lease expense decreased due to lease credits we received from certain landlords; while insurance decreased due to credits given by insurers for unused coverage due to COVID-19 closures in 2020.

 

Depreciation and amortization decreased by $598,000, or 6.8%, from 2020 to 2021 and by $236,000, or 2.6%, from 2019 to 2020. The decrease from 2019 to 2020 was mainly due to properties sold or disposed during the current and prior year, while the decrease from 2020 to 2021 was mainly from significantly low capital expenditure in 2020.

 

The components of other charges, net are in the table below (dollars in thousands):

 

    Years Ended September 30,     Percentage of Revenues  
    2021     2020     2019     2021     2020     2019  
Impairment of assets   $ 13,612     $ 10,615     $ 6,040      

7.0

%     8.0 %     3.3 %
Settlement of lawsuits     1,349       174       225       0.7 %     0.1 %     0.1 %
Gain on sale of businesses and assets     (522 )     (661 )     (2,877 )     (0.3 )%     (0.5 )%     (1.6 )%
Loss (gain) on insurance     (1,253 )     420       (768 )     (0.6 )%     0.3 %     (0.4 )%
Total other charges, net   $ 13,186     $ 10,548     $ 2,620       6.8 %     8.0 %     1.4 %

 

The significant variances in other charges, net are discussed below:

 

During 2021, we recorded aggregate impairment charges amounting to $13.6 million related to goodwill of seven clubs ($6.3 million), SOB licenses of three clubs ($5.3 million), and property and equipment of five clubs, one of which is held for sale ($2.0 million). During 2020, we recorded aggregate impairment charges amounting to $10.6 million related to goodwill of seven clubs ($7.9 million), SOB licenses of two clubs ($2.3 million), and $406,000 of long-lived assets of one club and one Bombshells restaurant (including impairment on operating lease right-of-use assets of $104,000). During 2019, we recorded aggregate impairment charges amounting to $6.0 million related to goodwill of four clubs ($1.6 million), SOB license of one club ($178,000), and property and equipment of two clubs ($4.2 million). See Notes 2 and 15 to our consolidated financial statements.

 

In 2021, we settled a case with one of our Bombshells landlord for $1.0 million. See Note 11 to our consolidated financial statements.

 

In relation to insurance claims and recoveries, we recognized a $1.3 million gain in 2021, a $420,000 loss in 2020, and a $768,000 gain in 2019 mainly related to a fire in one of our clubs in Washington Park, Illinois toward the end of fiscal 2018 and a hurricane that damaged one of our clubs in Sulphur, Louisiana in August 2020. Gains related to insurance recoveries were recognized when the contingencies related to the insurance claims have been resolved, which may be in a subsequent reporting period. See Note 14 to our consolidated financial statements.

 

Income from Operations

 

During fiscal 2021, 2020, and 2019, our consolidated operating margin was 19.7%, 2.1%, and 19.2%, respectively.

 

Below is a table which reflects segment contribution to income from operations (in thousands):

 

    2021     2020     2019  
Nightclubs   $ 43,815     $ 13,056     $ 50,724  
Bombshells     13,264       9,237       2,307  
Other     35       (614 )     (309 )
General corporate     (18,566 )     (18,933 )     (18,021 )
    $ 38,548     $ 2,746     $ 34,701  

 

Nightclubs operating margin was 31.9%, 14.8%, and 34.1% in 2021, 2020, and 2019, respectively, primarily due to the impact of the COVID-19 pandemic in 2020 and the closure of underperforming units, fixed expense leverage on increasing sales, and impairment of assets of $13.6 million, $10.4 million, and $5.9 million for 2021, 2020, and 2019, respectively. Bombshells operating margin was 23.4%, 21.4%, and 7.5% in 2021, 2020, and 2019, respectively, mainly due to two new units and same-store sales increase in 2021, partially offset by COVID-19 impact in 2020, and pre-opening expenses in 2019 (particularly in salaries and wages and selling, general and administrative expenses.

 

32
 

 

Excluding certain items, non-GAAP operating income (loss) and non-GAAP operating margin are computed in the tables below (dollars in thousands). Refer to discussion of Non-GAAP Financial Measures on page 35.

 

    For the Year Ended September 30, 2021      
    Nightclubs     Bombshells     Other     Corporate     Total        
Income (loss) from operations   $ 43,815     $ 13,264     $ 35     $ (18,566 )   $ 38,548  
Amortization of intangibles     187       14       57       -       258  
Settlement of lawsuits     275       59       5       1,010       1,349  
Impairment of assets     13,612       -       -       -       13,612  
Costs and charges related to debt refinancing     17       -       -       40       57  
Loss (gain) on sale of businesses and assets     (580 )     72       -       (14 )     (522 )
Gain on insurance     (1,209 )     -       -       (44 )     (1,253 )
Non-GAAP operating income (loss)   $ 56,117     $ 13,409     $ 97     $ (17,574 )   $ 52,049  
                                         
GAAP operating margin     31.9 %     23.4 %     2.7 %     (9.5 )%     19.7 %
Non-GAAP operating margin     40.9 %     23.7 %     7.5 %     (9.0 )%     26.7 %

 

    For the Year Ended September 30, 2020  
    Nightclubs     Bombshells     Other     Corporate     Total  
Income (loss) from operations   $ 13,056     $ 9,237     $ (614 )   $ (18,933 )   $ 2,746  
Amortization of intangibles     211       15       383       -       609  
Settlement of lawsuits     174       -       -       -       174  
Impairment of assets     10,370       245       -       -       10,615  
Loss (gain) on sale of businesses and assets     (639 )     16       -       (38 )     (661 )
Loss (gain) on insurance     433       -       -       (13 )     420
Non-GAAP operating income (loss)   $ 23,605     $ 9,513     $ (231 )   $ (18,984 )   $ 13,903  
                                         
GAAP operating margin     14.8 %     21.4 %     (83.1 )%     (14.3 )%     2.1 %
Non-GAAP operating margin     26.7 %     22.0 %     (31.3 )%     (14.3 )%     10.5 %

 

    For the Year Ended September 30, 2019  
    Nightclubs     Bombshells     Other     Corporate     Total  
Income (loss) from operations   $ 50,724     $ 2,307     $ (309 )   $ (18,021 )   $ 34,701  
Amortization of intangibles    

230

     

11

     

383

      -       624  
Settlement of lawsuits     169       3       -       53       225  
Impairment of assets     5,920       -       -       120       6,040  
Loss (gain) on sale of businesses and assets     (2,858 )     27       -       (46 )     (2,877 )
Gain on insurance     (654 )     -       -       (114 )     (768 )
Non-GAAP operating income (loss)   $ 53,531     $ 2,348     $ 74   $ (18,008 )   $ 37,945  
                                         
GAAP operating margin     34.1 %     7.5 %     (19.0 )%     (10.0 )%     19.2 %
Non-GAAP operating margin     36.0 %     7.6 %     4.6 %     (9.9 )%     21.0 %

 

Other Income/Expenses

 

Interest expense increased by $181,000 from 2020 to 2021 and decreased by $398,000 from 2019 to 2020. The net increase in interest expense in 2021 was primarily caused by the expensed loan costs and written off unamortized debt issuance costs related to the September 2021 Refinancing Note (see Note 9 to our consolidated financial statements), partially offset by the impact of a lower average debt balance. The decrease in interest expense in 2020 was primarily due to the lower average debt balance. During 2019, our debt repayments were significantly higher than our borrowing, excluding borrowings from acquisitions, thereby reducing interest expense as a percentage of revenue. During 2020, with the onset of the COVID-19 pandemic, certain debt principal and interest payments were deferred, but we continue to accrue interest on these debts. At the end of 2021, we refinanced several of our existing bank and seller-financed real estate debt with the issuance of a $99.1 million 5.25% note with a term of 10 years.

 

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We consider rent plus interest expense as our occupancy costs since most of our debts are for real properties where our clubs and restaurants are located. For occupancy cost purposes, we exclude non-real-estate-related interest expense. Total occupancy cost rate (total occupancy cost as a percentage of revenues) increased in 2020 due to lower sales activity caused by the pandemic as shown below.

 

    2021     2020     2019  
Rent     2.0 %     3.1 %     2.2 %
Interest     4.8 %     7.4 %     5.6 %
Total occupancy cost     6.8 %     10.5 %     7.8 %

 

The 2021 interest expense rate above excludes certain costs and charges related to the September 2021 Refinancing Note amounting to approximately $637,000, or 0.3% of consolidated revenues. The $637,000 interest expense includes $103,000 in unamortized debt issuance costs that were written off and $228,000 in expensed new loan costs.

 

In fiscal 2021, we received 11 notices of forgiveness for our PPP loans approving the forgiveness of 100% of each of the 11 PPP loans amounting to $5.3 million in principal and interest, which were included in non-operating gains (losses), net. In November 2021, we received a partial forgiveness of the remaining $124,000 PPP loan for $85,000 in principal and interest. See Note 9 to our consolidated financial statements.

 

Income Taxes

 

Income taxes were an expense of approximately $4.0 million in 2021, a benefit of $493,000 in 2020, and an expense of $3.7 million in 2019. Our effective income tax rate was a 11.7% expense in 2021, 7.2% benefit in 2020, and a 15.5% expense in 2019. The components of our annual effective income tax rate are the following:

 

    2021     2020     2019  
Federal statutory income tax expense/benefit     21.0 %     21.0 %     21.0 %
State income taxes, net of federal benefit     2.1 %     (3.7 )%     2.8 %
Permanent differences     (1.3 )%     (5.8 )%     0.2 %
Change in state tax rate     (2.4 )%     -       -  
Change in valuation allowance     (1.9 )%     (18.7 )%     -  
Tax credits     (3.5 )%     13.9 %     (3.7 )%
Other     (2.4 )%     0.6 %     (4.8 )%
Total effective income tax rate     11.7 %     7.2 %     15.5 %

 

* Positive or negative percentages are in relation to income or loss before income taxes of the respective fiscal year. Percentages may not foot due to rounding.

 

The effective income tax rate difference from the statutory federal corporate tax rate of 21% comes from offsetting impact of state income tax, net of federal benefit, and tax credits that are mostly FICA tip credits. The effective income tax rate for fiscal 2020 was also affected by the pre-tax loss mostly caused by the pandemic and the changes in the deferred tax asset valuation allowance in fiscal 2021 and 2020.

 

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Non-GAAP Financial Measures

 

In addition to our financial information presented in accordance with GAAP, management uses certain non-GAAP financial measures, within the meaning of the SEC Regulation G, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor non-GAAP financial measures because it describes the operating performance of the Company and helps management and investors gauge our ability to generate cash flow, excluding (or including) some items that management believes are not representative of the ongoing business operations of the Company, but are included in (or excluded from) the most directly comparable measures calculated and presented in accordance with GAAP. Relative to each of the non-GAAP financial measures, we further set forth our rationale as follows:

 

Non-GAAP Operating Income and Non-GAAP Operating Margin. We calculate non-GAAP operating income and non-GAAP operating margin by excluding the following items from income from operations and operating margin: (a) amortization of intangibles, (b) impairment of assets, (c) gains or losses on sale of businesses and assets, (d) gains or losses on insurance, (e) settlement of lawsuits, and (f) costs and charges related to debt refinancing. We believe that excluding these items assists investors in evaluating period-over-period changes in our operating income and operating margin without the impact of items that are not a result of our day-to-day business and operations.

 

Non-GAAP Net Income and Non-GAAP Net Income per Diluted Share. We calculate non-GAAP net income and non-GAAP net income per diluted share by excluding or including certain items to net income attributable to RCIHH common stockholders and diluted earnings per share. Adjustment items are: (a) amortization of intangibles, (b) impairment of assets, (c) costs and charges related to debt refinancing, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance, (f) unrealized loss on equity securities, (g) settlement of lawsuits, (h) gain on debt extinguishment, (i) costs and charges related to debt refinancing, (j) the income tax effect of the above-described adjustments, and (k) change in deferred tax asset valuation allowance. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 13.5%, 26.0%, and 15.5% effective tax rate of the pre-tax non-GAAP income before taxes for the 2021, 2020, and 2019, respectively, and the GAAP income tax expense (benefit). We believe that excluding and including such items help management and investors better understand our operating activities.

 

Adjusted EBITDA. We calculate adjusted EBITDA by excluding the following items from net income attributable to RCIHH common stockholders: (a) depreciation and amortization, (b) income tax expense (benefit), (c) net interest expense, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance (f) unrealized gains or losses on equity securities, (g) impairment of assets, (h) settlement of lawsuits, and (i) gain on debt extinguishment. We believe that adjusting for such items helps management and investors better understand our operating activities. Adjusted EBITDA provides a core operational performance measurement that compares results without the need to adjust for federal, state and local taxes which have considerable variation between domestic jurisdictions. The results are, therefore, without consideration of financing alternatives of capital employed. We use adjusted EBITDA as one guideline to assess the unleveraged performance return on our investments. Adjusted EBITDA multiple is also used as a target benchmark for our acquisitions of nightclubs.

 

We also use certain non-GAAP cash flow measures such as free cash flow. See “Liquidity and Capital Resources” section for further discussion.

 

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The following tables present our non-GAAP performance measures for the periods indicated (in thousands, except per share amounts and percentages):

 

    For the Year Ended September 30,  
    2021     2020     2019  
Reconciliation of GAAP net income (loss) to Adjusted EBITDA                  
Net income (loss) attributable to RCIHH common stockholders   $ 30,336     $ (6,085 )   $ 20,294  
Income tax expense (benefit)     3,989       (493 )     3,744  
Interest expense, net     9,739       9,487       9,900  
Settlement of lawsuits     1,349       174       225  
Impairment of assets     13,612       10,615       6,040  
Gain on sale of businesses and assets     (522 )     (661 )     (2,877 )
Depreciation and amortization     8,238       8,836       9,072  
Unrealized loss on equity securities     84       64       612  
Gain on debt extinguishment     (5,329 )     -       -  
Loss (gain) on insurance     (1,253 )     420       (768 )
Adjusted EBITDA   $ 60,243     $ 22,357     $ 46,242  
                         
Reconciliation of GAAP net income (loss) to non-GAAP net income                        
Net income (loss) attributable to RCIHH common stockholders   $ 30,336     $ (6,085 )   $ 20,294  
Amortization of intangibles     258       609       624  
Settlement of lawsuits     1,349       174       225  
Impairment of assets     13,612       10,615       6,040  
Gain on sale of businesses and assets     (522 )     (661 )     (2,877 )
Costs and charges related to debt refinancing**     694       -       -  
Unrealized loss on equity securities     84       64       612  
Gain on debt extinguishment     (5,329 )     -       -  
Loss (gain) on insurance     (1,253 )     420       (768 )
Change in deferred tax asset valuation allowance     (632 )     1,273       -  
Net income tax effect     (1,845 )     (1,700 )     (580 )
Non-GAAP net income   $ 36,752     $ 4,709     $ 23,570  

 

    For the Year Ended September 30,  
    2021     2020     2019  
Reconciliation of GAAP diluted earnings (loss) per share to non-GAAP diluted earnings per share                  
Diluted shares     9,005       9,199       9,657  
GAAP diluted earnings (loss) per share   $ 3.37     $ (0.66 )   $ 2.10  
Amortization of intangibles     0.03       0.07       0.06  
Settlement of lawsuits     0.15       0.02       0.02  
Impairment of assets     1.51       1.15       0.63  
Gain on sale of businesses and assets     (0.06 )     (0.07 )     (0.30 )
Costs and charges related to debt refinancing**     0.08       -       -  
Unrealized loss on equity securities     0.01       0.01       0.06  
Gain on debt extinguishment     (0.59 )     -       -  
Loss (gain) on insurance     (0.14 )     0.05       (0.08 )
Change in deferred tax asset valuation allowance     (0.07 )     0.14       -  
Net income tax effect     (0.20 )     (0.18 )     (0.05 )
Non-GAAP diluted earnings per share   $ 4.08     $ 0.51     $ 2.44  
                         
Reconciliation of GAAP operating income to non-GAAP operating income                        
Income from operations   $ 38,548     $ 2,746     $ 34,701  
Amortization of intangibles     258       609       624  
Settlement of lawsuits     1,349       174       225  
Impairment of assets     13,612       10,615       6,040  
Gain on sale of businesses and assets     (522 )     (661 )     (2,877 )
Costs and charges related to debt refinancing**     57       -       -  
Loss (gain) on insurance     (1,253 )     420       (768 )
Non-GAAP operating income   $ 52,049     $ 13,903     $ 37,945  
                         
Reconciliation of GAAP operating margin to non-GAAP operating margin                        
GAAP operating margin     19.7 %     2.1 %     19.2 %
Amortization of intangibles     0.1 %     0.5 %     0.3 %
Settlement of lawsuits     0.7 %     0.1 %     0.1 %
Impairment of assets     7.0 %     8.0 %     3.3 %
Gain on sale of businesses and assets     (0.3 )%     (0.5 )%     (1.6 )%
Costs and charges related to debt refinancing**     0.0 %     -       -  
Loss (gain) on insurance     (0.6 )%     0.3 %     (0.4 )%
Non-GAAP operating margin     26.7 %     10.5 %     21.0 %

 

* Per share amounts and percentages may not foot due to rounding.

** Costs and charges related to debt refinancing consist of $637,000 in interest expense and $57,000 in legal and professional fees. The $637,000 interest expense portion above includes $103,000 in unamortized debt issuance costs that were written off and $228,000 in expensed new loan costs.

 

The adjustments to reconcile net income attributable to RCIHH common stockholders to non-GAAP net income exclude the impact of adjustments related to noncontrolling interests, which is immaterial.

 

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LIQUIDITY AND CAPITAL RESOURCES

 

At September 30, 2021, our cash and cash equivalents were approximately $35.7 million compared to $15.6 million at September 30, 2020. Because of the large volume of cash we handle, we have very stringent cash controls. As of September 30, 2021, we had working capital of $26.1 million compared to a negative working capital of $5.9 million as of September 30, 2020, excluding net assets held for sale (net of associated liabilities of $1.1 million and $0, respectively) amounting to $3.8 million and $0 as of September 30, 2021 and 2020, respectively. Although we believe that our ability to generate cash from operating activities is one of our fundamental financial strengths, the temporary closure of our clubs and restaurants caused by the COVID-19 pandemic presented operational challenges. Our strategy was to open locations and operate in accordance with local and state guidelines. Revenues seem favorable now that all our locations are not under pandemic-related closure mandates. We believe that we can borrow capital if needed but currently we do not have unused credit facilities so there can be no guarantee that additional liquidity will be readily available or available on favorable terms.

 

In fiscal 2020, to adapt to the situation, we took significant steps to augment an anticipated decline in operating cash flows, including negotiating deferment of some of our debts, reducing the number of our employees and related payroll costs where necessary, and deferring or modifying certain fixed and variable monthly expenses, among others.

 

On May 8, 2020, the Company received approval and funding under the Paycheck Protection Program of the CARES Act for its restaurants, shared service entity and lounge. Ten of our restaurant subsidiaries received amounts ranging from $271,000 to $579,000 for an aggregate amount of $4.2 million; our shared-services subsidiary received $1.1 million; and one of our lounges received $124,000. None of our adult nightclub and other non-core business subsidiaries received funding under the PPP. The Company believes it used the entire loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company utilized all of the PPP funds and submitted its forgiveness applications. During the year ended September 30, 2021, we received 11 Notices of PPP Forgiveness Payment from the Small Business Administration out of the 12 of our PPP loans granted. All of the notices received forgave 100% of each of the 11 PPP loans totaling the amount of $5.3 million in principal and interest during the period and were included in non-operating gains (losses), net in our consolidated statement of operations. In November 2021, we received a partial forgiveness of the remaining $124,000 PPP loan for $85,000 in principal and interest. The remaining unforgiven portion of approximately $41,000 in principal will be repaid as debt plus accrued interest.

 

As of the release of this report, we do not know the future extent and duration of the impact of COVID-19 on our businesses. Closures and operating restrictions, as caused by local, state and national guidelines, could lead to adverse financial results. However, we will continually monitor and evaluate our cash flow situation and will determine any further measures to be instituted.

 

We continue to adhere to state and local government mandates regarding the pandemic and, since March 2020, have closed and reopened a number of our locations depending on changing government mandates, including operating hour and limited occupancy restrictions, where applicable. Currently, all of our locations are open except two clubs that are being renovated and/or remodeled.

 

We have not recently raised capital through the issuance of equity securities. Instead, we use debt financing to lower our overall cost of capital and increase our return on stockholders’ equity. We have a history of borrowing funds in private transactions and from sellers in acquisition transactions and have secured traditional bank financing on our new development projects and refinancing of our existing notes payable, but with the significant global impact of the COVID-19 pandemic, there can be no assurance that any of these financing options would be presently available on favorable terms, if at all. We also have historically utilized these cash flows to invest in property and equipment, adult nightclubs, and restaurants/sports bars.

 

On October 18, 2021, we and certain of our subsidiaries completed our acquisition of eleven gentlemen’s clubs, six related real estate properties, and associated intellectual property for a total agreed acquisition price of $88.0 million (with a total consideration preliminary fair value of $88.4 million based on the Company’s stock price at acquisition date and discounted due to the lock-up period). The acquisition gives the Company presence in six additional states. We paid for the acquisition with $36.8 million in cash, $21.2 million in four seller-financed notes, and 500,000 shares of our common stock.

 

We expect to generate adequate cash flows from operations for the next 12 months from the issuance of this report.

 

The following table presents a summary of our net cash flows from operating, investing, and financing activities (in thousands):

 

    Year Ended September 30,  
    2021     2020     2019  
Operating activities   $ 41,991     $ 15,632     $ 37,174  
Investing activities     (6,814 )     (994 )     (27,147 )
Financing activities     (15,096 )     (13,130 )     (13,656 )
Net increase (decrease) in cash and cash equivalents   $ 20,081     $ 1,508     $ (3,629 )

 

We require capital principally for the acquisition of new clubs, construction of new Bombshells, renovation of older units, and investments in technology. We also utilize capital to repurchase our common stock as part of our share repurchase program, based on our capital allocation strategy guidelines, and to pay our quarterly dividends.

 

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Cash Flows from Operating Activities

 

Following are our summarized cash flows from operating activities (in thousands):

 

    Year Ended September 30,  
    2021     2020     2019  
Net income (loss)   $ 30,150     $ (6,312 )   $ 20,445  
Depreciation and amortization     8,238       8,836       9,072  
Deferred tax expense (benefit)     (1,253 )     (1,268 )     821  
Impairment of assets     13,612       10,615       6,040  
Gain on debt extinguishment    

(5,298

)     -       -  
Net change in operating assets and liabilities     (3,451 )     1,380       2,822  
Other     (7 )     2,381       (2,026 )
Net cash provided by operating activities   $ 41,991     $ 15,632     $ 37,174  

 

Net cash flows from operating activities increased from 2020 to 2021 mainly due to significantly higher income from operations partially offset by higher interest payments, which included deferred debt interest payments from 2020, and higher income taxes paid. Net cash flows from operating activities significantly decreased in 2020 mainly due to the impact of the COVID-19 pandemic on our operations and partially offset by lower interest and income taxes paid.

 

Cash Flows from Investing Activities

 

Following are our summarized cash flows from investing activities (in thousands):

 

    Year Ended September 30,  
    2021     2020     2019  
Proceeds from sale of businesses and assets   $ 5,415     $ 2,221     $ 7,223  
Proceeds from insurance and notes receivable     1,282       2,521       258  
Issuance of notes receivable     -       -       (420 )
Payments for property and equipment and intangible assets     (13,511 )     (5,736 )     (20,708 )
Acquisition of businesses, net of cash acquired     -       -       (13,500 )
Net cash used in investing activities   $ (6,814 )   $ (994 )   $ (27,147 )

 

In 2021, we acquired four real estate properties either for future club or restaurant locations or for corporate use. On one of the real properties purchased, we opened a Bombshells restaurant on December 6, 2021 in Arlington, Texas. There were no new Bombshells units opened in 2021. We also sold two real estate properties in 2021. We opened two new Bombshells units in 2020 (one in Katy, Texas and another on U.S. Highway 59 in Houston, Texas) and sold three real estate properties. In 2019, we opened four new units (acquired two clubs in Chicago, Illinois and Pittsburgh, Pennsylvania, and built two new Bombshells in Houston, Texas) and seven real estate properties sold. As of September 30, 2021, 2020, and 2019, we had $3.4 million, $20,000, and $8.9 million in construction-in-progress related mostly to Bombshells opening in the subsequent fiscal year. In 2019, we acquired two clubs (one in Pittsburgh and another in Chicago) where we paid a total of $13.5 million at closing. See Note 15 to our consolidated financial statements.

 

Following is a reconciliation of our additions to property and equipment for the years ended September 30, 2021, 2020, and 2019 (in thousands):

 

    Year Ended September 30,  
    2021     2020     2019  
New capital expenditures in new clubs and Bombshells units and equipment*   $ 7,604     $ 3,585     $ 16,850  
Maintenance capital expenditures     5,907       2,151       3,858  
Total capital expenditures, excluding business acquisitions   $ 13,511     $ 5,736     $ 20,708  

 

* Includes real estate except those acquired through business acquisitions.

  

See discussion of acquisitions subsequent to September 30, 2021 in Note 15 to our consolidated financial statements, the most significant of which is our acquisition of eleven clubs on October 18, 2021 for which part of the total acquisition price was paid with $36.8 million in cash at closing.

 

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Cash Flows from Financing Activities

 

Following are our summarized cash flows from financing activities (in thousands):

 

    Year Ended September 30,  
    2021     2020     2019  
Proceeds from long-term debt   $ 38,490     $ 6,503     $ 13,511  
Payments on long-term debt     (49,178 )     (8,832 )     (22,924 )
Payment of dividends     (1,440 )     (1,286 )     (1,252 )
Purchase of treasury stock     (1,794 )     (9,484 )     (2,901 )
Payment of loan origination costs     (1,174 )     -       (20 )
Distribution to noncontrolling interests     -       (31 )     (70 )
Net cash used in financing activities   $ (15,096 )   $ (13,130 )   $ (13,656 )

 

See Note 9 to our consolidated financial statements for a detailed discussion of our debt obligations.

 

We purchased shares of our common stock representing 74,659 shares, 516,102 shares, and 128,040 shares in 2021, 2020, and 2019, respectively. We paid quarterly dividends of $0.03 per share in fiscal 2020 and 2019, except for the fourth quarter of 2019 and the second and fourth quarter of 2020 where we paid $0.04 per share. We paid quarterly dividends of $0.04 per share in fiscal 2021.

 

Non-GAAP Cash Flow Measure

 

Management also uses certain non-GAAP cash flow measures such as free cash flow. We define free cash flow as net cash provided by operating activities less maintenance capital expenditures. We use free cash flow as the baseline for the implementation of our capital allocation strategy. See table below (in thousands):

 

    2021     2020     2019  
Net cash provided by operating activities   $ 41,991     $ 15,632     $ 37,174  
Less: Maintenance capital expenditures     5,907       2,151       3,858  
Free cash flow   $ 36,084     $ 13,481     $ 33,316  

 

We do not include total capital expenditures as a reduction from net cash flow from operating activities to arrive at free cash flow. This is because, based on our capital allocation strategy, acquisitions and development of our own clubs and restaurants are our primary uses of free cash flow.

 

Debt Financing

 

Significant financing activities were as follows:

 

  $99.1 million bank refinancing loan on September 30, 2021
  $17.0 million borrowings from private investors on October 12, 2021 (subsequent to year-end)
  $21.2 million seller-financed notes related to the October 18, 2021 acquisition (subsequent to year-end)

 

See Note 9 to our consolidated financial statements for more details regarding our debt activity.

 

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Contractual Obligations and Commitments

 

We have long-term contractual obligations primarily in the form of debt obligations and operating leases. The following table (in thousands) summarizes our contractual obligations and their aggregate maturities as well as future minimum rent payments. Future interest payments related to debt were estimated using the interest rate in effect as of September 30, 2021.

 

    Payments Due by Period  
    Total     2022     2023     2024     2025     2026     Thereafter  
Long-term debt – regular(a)   $ 60,843     $ 6,625     $ 4,825     $ 5,094     $ 5,409     $ 5,745     $ 33,145  
Long-term debt – balloon(a)     65,953       -       3,676       -       -       -       62,277  
Interest payments on debt     52,213       6,933       6,324       5,996       5,681       5,345       21,934  
Operating leases(b)     36,766       3,296       3,173       3,177       3,245       3,304       20,571  

  

  (a) See Note 9 to our consolidated financial statements.

 

  (b) See Note 19 to our consolidated financial statements.

 

Other than the potentially prolonged effect of the COVID-19 pandemic and the notes payable financing described above, we are not aware of any event or trend that would adversely impact our liquidity. In our opinion, working capital is not a true indicator of our financial status. Typically, businesses in our industry carry current liabilities in excess of current assets because businesses in our industry receive substantially immediate payment for sales, with nominal receivables, while inventories and other current liabilities normally carry longer payment terms. Vendors and purveyors often remain flexible with payment terms, providing businesses in our industry with opportunities to adjust to short-term business downturns. We consider the primary indicators of financial status to be the long-term trend of revenue growth, the mix of sales revenues, overall cash flow, profitability from operations and the level of long-term debt.

 

The following table presents a summary of such indicators (dollars in thousands):

 

          Increase           Increase        
    2021     (Decrease)     2020     (Decrease)     2019  
                               
Sales of alcoholic beverages   $ 86,685       46.7 %   $ 59,080       (21.4 )%   $ 75,140  
Sales of food and merchandise     41,111       68.1 %     24,460       (5.3 )%     25,830  
Service revenues     55,461       34.7 %     41,162       (39.5 )%     68,055  
Other     12,001       57.4 %     7,625       (36.6 )%     12,034  
Total revenues   $ 195,258       47.6 %   $ 132,327       (26.9 )%   $ 181,059  
Net cash provided by operating activities   $ 41,991       168.6 %   $ 15,632       (57.9 )%   $ 37,174  
Adjusted EBITDA*   $ 60,243       169.5 %   $ 22,357       (51.7 )%   $ 46,242  
Free cash flow*   $ 36,084       167.7 %   $ 13,481       (59.5 )%   $ 33,316  
Debt (end of period)   $ 125,168       (11.5 )%   $ 141,435       (1.5 )%   $ 143,528  

 

* See definition and calculation of Adjusted EBITDA and Free Cash Flow under Non-GAAP Financial Measures and Liquidity and Capital Resources above.

 

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We have not established financing other than the notes payable discussed in Note 9 to the consolidated financial statements. There can be no assurance that we will be able to obtain additional financing on reasonable terms in the future, if at all, should the need arise.

 

Share Repurchase

 

As part of our capital allocation strategy, we buy back shares in the open market or through negotiated purchases, as authorized by our Board of Directors. During fiscal years 2021, 2020, and 2019, we paid for treasury stock amounting to $1.8 million, $9.5 million, and $2.9 million representing 74,659 shares, 516,102 shares, and 128,040 shares, respectively. On February 6, 2020, the Board of Directors increased the repurchase authorization by an additional $10.0 million. We have approximately $9.0 million remaining to purchase additional shares as of September 30, 2021.

 

For additional details regarding our Board approved share repurchase plans, please refer to Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

IMPACT OF INFLATION

 

To the extent permitted by competition, we have managed to recover increased costs through price increases and may continue to do so. However, there can be no assurance that we will be able to do so in the future.

 

SEASONALITY

 

Our nightclub operations are affected by seasonal factors. Historically, we have experienced reduced revenues from April through September (our fiscal third and fourth quarters) with the strongest operating results occurring during October through March (our fiscal first and second quarters), but in fiscal 2020, due to the COVID-19 pandemic, revenues during the second through the fourth quarter were significantly reduced. Our revenues in certain markets are also affected by sporting events that cause unusual changes in sales from year to year.

 

GROWTH STRATEGY

 

We believe that our nightclub operations can continue to grow organically and through careful entry into markets and demographic segments with high growth potential. Our growth strategy involves the following: (i) to acquire existing units in locations that are consistent with our growth and income targets and which appear receptive to the upscale club formula we have developed; (ii) to open new units after market analysis; (iii) to franchise our Bombshells brand; (iv) to form joint ventures or partnerships to reduce start-up and operating costs, with us contributing equity in the form of our brand name and management expertise; (v) to develop new club concepts that are consistent with our management and marketing skills; (vi) to develop and open our restaurant concepts as our capital and manpower allow; and (vii) to control the real estate in connection with club operations, although some units may be in leased premises.

 

We believe that Bombshells can grow organically and through careful entry into markets and demographic segments with high growth potential. All ten of the existing Bombshells as of September 30, 2021 are located in Texas. Our growth strategy is to diversify our operations with these units which do not require SOB licenses, which are sometimes difficult to obtain. While we are searching for adult nightclubs to acquire, we are able to also search for restaurant/sports bar locations that are consistent with our income targets.

 

41
 

 

During fiscal 2019, we acquired two clubs, one in Illinois (rebranded as Rick’s Cabaret Chicago) and another in Pennsylvania (rebranded as Rick’s Cabaret Pittsburgh) for an aggregate purchase price of $25.5 million. See Note 15 to the consolidated financial statements for details of the transactions.

 

We opened two new Bombshells units in fiscal 2019.

 

In October 2018, the Company sold its nightclub in Philadelphia for a total sales price of $1.0 million, payable $375,000 in cash at closing and a 9% note payable over a 10-year period. See Note 15 to the consolidated financial statements for details of the disposition.

 

We opened two new Bombshells units in fiscal 2020.

 

On October 18, 2021, we and certain of our subsidiaries completed our acquisition of eleven gentlemen’s clubs, six related real estate properties, and associated intellectual property for a total agreed acquisition price of $88.0 million (with a total consideration preliminary fair value of $88.4 million based on the Company’s stock price at acquisition date and discounted due to the lock-up period). See Note 15 to our consolidated financial statements for details of the transaction.

 

On November 8, 2021, the Company acquired a club and related real estate in Newburgh, New York for a total purchase price of $3.5 million, by which $2.5 million was paid in cash at closing and $1.0 million through a seller-financed 7-year promissory note with an interest rate of 4.0% per annum. The note is payable $13,669 per month, including principal and interest. See Note 15 to our consolidated financial statements.

  

In December 2021, we opened a new Bombshells location in Arlington, Texas.

 

We continue to evaluate opportunities to acquire new nightclubs and anticipate acquiring new locations that fit our business model as we have done in the past. The acquisition of additional clubs may require us to take on additional debt or issue our common stock, or both. There can be no assurance that we will be able to obtain additional financing on reasonable terms in the future, if at all, should the need arise. An inability to obtain such additional financing could have an adverse effect on our growth strategy.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

The items in our financial statements subject to market risk are potential debt instruments with variable interest rates. We do not carry any debt with a variable interest rate in effect as of September 30, 2021. Certain of our debt have variable interest rates but will only be effective in future years.

 

Item 8. Financial Statements and Supplementary Data.

 

The information required by this Item begins on page 43.

 

42
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

 

Table of Contents

 

Report of Independent Registered Public Accounting Firm 44
   
Consolidated Financial Statements:  
   
Consolidated Balance Sheets at September 30, 2021 and 2020 45
   
Consolidated Statements of Operations for the years ended September 30, 2021, 2020, and 2019 46
   
Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2021, 2020, and 2019 47
   
Consolidated Statements of Changes in Equity for the years ended September 30, 2021, 2020, and 2019 48
   
Consolidated Statements of Cash Flows for the years ended September 30, 2021, 2020, and 2019 49
   
Notes to Consolidated Financial Statements 50

 

43
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

RCI Hospitality Holdings, Inc.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of RCI Hospitality Holdings, Inc. (the “Company”) as of September 30, 2021 and 2020, and the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended September 30, 2021, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 30, 2021, 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 December 14, 2021 expressed an adverse opinion.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Impairment of Goodwill, Indefinite-lived Intangible Assets, and Long-lived Assets

 

As discussed in Note 2 to the consolidated financial statements, the Company reviews goodwill and indefinite-lived intangible assets on an annual basis for impairment, or when events and circumstances indicate that the asset might be impaired. Additionally, the Company reviews long-lived assets, such as property and equipment, intangible assets subject to amortization, and right-of-use assets on operating leases for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value, and impairment of indefinite-lived intangible assets is recognized in the amount by which the carrying value of the assets exceed their fair value. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If these assets are determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined using forecasted cash flows discounted using an estimated weighted average cost of capital. As of September 30, 2021, the Company had goodwill of approximately $39.4 million, indefinite-lived intangible assets of approximately $67.4 million. Long-lived assets consisted of property and equipment, net, intangible assets subject to amortization, and right of use assets, net, totaling approximately $200.7 million. During the year ended September 30, 2021 the Company recorded an impairment of these assets of approximately $13.6 million.

 

We identified the evaluation of the impairment analysis of goodwill, indefinite-lived intangible assets, and long-lived assets as a critical audit matter. There was a high degree of subjective auditor judgment in evaluating the estimated undiscounted future cash flows used to test operating locations for recoverability and the determination of fair value of the relevant assets when required. Specifically, a high degree of subjective auditor judgment was required to evaluate future revenues and operating cash flows, including consideration of the impact of COVID-19.

 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill, indefinite-lived intangible asset, and long-lived asset impairment process, including controls over the identification of relevant assets at risk of impairment, the determination of estimated undiscounted future cash flows and the fair value of individual reporting unit, as necessary, and controls over the key assumptions as noted above. Additionally, we: (1) compared the Company’s historical projected operating location-level cash flows to the actual operating location-level cash flows to assess management’s ability to accurately estimate, (2) compared the Company’s estimated future revenue growth rates to the historical trends of the operating locations and, (3) compared the Company’s projected operating location cash flows as a percentage of revenue to historical actual percentages.

 

/s/ Friedman LLP

 

We have served as the Company’s auditor since 2019.

 

Marlton, New Jersey

 

December 14, 2021

 

44
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

             
    September 30,  
    2021     2020  
             
ASSETS                
Current assets                
Cash and cash equivalents   $ 35,686     $ 15,605  
Accounts receivable, net    

7,570

      6,767  
Current portion of notes receivable     220       201  
Inventories     2,659       2,372  
Prepaid expenses and other current assets     1,928       6,488  
Assets held for sale     4,887       -  
Total current assets    

52,950

      31,433  
Property and equipment, net     175,952       181,383  
Operating lease right-of-use assets, net     24,308       25,546  
Notes receivable, net of current portion     2,839       2,908  
Goodwill     39,379       45,686  
Intangibles, net     67,824       73,077  
Other assets     1,367       900  
Total assets   $ 364,619     $ 360,933  
                 
LIABILITIES AND EQUITY                
Current liabilities                
Accounts payable   $ 4,408     $ 4,799  
Accrued liabilities     10,403       14,573  
Current portion of long-term debt     6,434       16,304  
Current portion of operating lease liabilities     1,780       1,628  
Total current liabilities     23,025       37,304  
Deferred tax liability, net     19,137       20,390  
Debt, net of current portion and debt discount and issuance costs     118,734       125,131  
Operating lease liabilities, net of current portion     24,150       25,439  
Other long-term liabilities     350       362  
Total liabilities    

185,396

      208,626  
                 
Commitments and contingencies (Note 11)     -       -  
                 
Equity                
Preferred stock, $0.10 par value per share; 1,000 shares authorized; none issued and outstanding     -       -  
Common stock, $0.01 par value per share; 20,000 shares authorized; 9,000 shares and 9,075 shares issued and outstanding as of September 30, 2021 and 2020, respectively     90       91  
Additional paid-in capital     50,040       51,833  
Retained earnings    

129,693

      100,797  
Total RCIHH stockholders’ equity    

179,823

      152,721  
Noncontrolling interests     (600 )     (414 )
Total equity     179,223       152,307  
Total liabilities and equity   $ 364,619     $ 360,933  

 

See accompanying notes to consolidated financial statements.

 

45
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

                   
    Years Ended September 30,  
    2021     2020     2019  
                   
Revenues                        
Sales of alcoholic beverages   $ 86,685     $ 59,080     $ 75,140  
Sales of food and merchandise     41,111       24,460       25,830  
Service revenues     55,461       41,162       68,055  
Other     12,001       7,625       12,034  
Total revenues     195,258       132,327       181,059  
Operating expenses                        
Cost of goods sold                        
Alcoholic beverages sold     15,883       11,097       15,303  
Food and merchandise sold     13,794       8,071       9,056  
Service and other     374       267       578  
Total cost of goods sold (exclusive of items shown separately below)     30,051       19,435       24,937  
Salaries and wages     50,627       39,070       49,833  
Selling, general and administrative     54,608       51,692       59,896  
Depreciation and amortization     8,238       8,836       9,072  
Other charges, net     13,186       10,548       2,620  
Total operating expenses     156,710       129,581       146,358  
Income from operations     38,548       2,746       34,701  
Other income (expenses)                        
Interest expense     (9,992 )     (9,811 )     (10,209 )
Interest income     253       324       309  
Non-operating gains (losses), net     5,330       (64 )     (612 )
Income (loss) before income taxes     34,139       (6,805 )     24,189  
Income tax expense (benefit)     3,989       (493 )     3,744  
Net income (loss)    

30,150

      (6,312 )     20,445  
Net loss (income) attributable to noncontrolling interests     186       227       (151 )
Net income (loss) attributable to RCIHH common stockholders   $

30,336

    $ (6,085 )   $ 20,294  
                         
Earnings (loss) per share                        
Basic and diluted   $

3.37

    $ (0.66 )   $ 2.10  
                         
Weighted average number of common shares outstanding                        
Basic and diluted     9,005       9,199       9,657  
                         
Dividends per share   $ 0.16     $ 0.14     $ 0.13  

 

See accompanying notes to consolidated financial statements.

 

46
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

 

    2021     2020     2019  
    Years Ended September 30,  
    2021     2020     2019  
                   
Net income (loss)   $ 30,150     $ (6,312 )   $ 20,445  
Amount reclassified from accumulated other comprehensive income     -       -       (220 )
Comprehensive income (loss)    

30,150

      (6,312 )     20,225  
Comprehensive loss (income) attributable to noncontrolling interests     186       227       (151 )
Comprehensive income (loss) attributable to RCI Hospitality Holdings, Inc.   $

30,336

    $ (6,085 )   $ 20,074  

 

See accompanying notes to consolidated financial statements.

 

47
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years Ended September 30, 2021, 2020, and 2019

(in thousands)

 

                                                                         
    Common Stock     Additional           Accumulated
Other
    Treasury Stock              
    Number           Paid-In     Retained     Comprehensive     Number           Noncontrolling     Total  
    of Shares     Amount     Capital     Earnings     Income     of Shares     Amount     Interests     Equity  
Balance at September 30, 2018            9,719     $ 97     $ 64,212     $ 88,906     $ 220                     -     $ -     $ (103 )   $ 153,332  
Reclassification upon adoption of ASU 2016-01     -       -       -       220       (220 )     -       -       -       -  
Purchase of treasury shares     -       -       -       -       -       (128 )     (2,901 )     -       (2,901 )
Canceled treasury shares     (128 )     (1 )     (2,900 )     -       -       128       2,901       -       -  
Payment of dividends     -       -       -       (1,252 )     -       -       -       -       (1,252 )
Payments to noncontrolling interests     -       -       -       -       -       -       -       (70 )     (70 )
Divestiture in other entities     -       -       -       -       -       -       -       (134 )     (134 )
Net income     -       -       -       20,294       -       -       -       151       20,445  
                                                                         
Balance at September 30, 2019     9,591       96       61,312       108,168       -       -       -       (156 )     169,420  
Purchase of treasury shares     -       -       -       -       -       (516 )     (9,484 )     -       (9,484 )
Canceled treasury shares     (516 )     (5 )     (9,479 )     -       -       516       9,484       -       -  
Payment of dividends     -       -       -       (1,286 )     -       -       -       -       (1,286 )
Payments to noncontrolling interests     -       -       -       -       -       -       -       (31 )     (31 )
Net loss     -       -       -       (6,085 )     -       -       -       (227 )     (6,312 )
                                                                         
Balance at September 30, 2020     9,075       91       51,833       100,797       -       -       -       (414 )     152,307  
Purchase of treasury shares     -       -       -       -       -       (75 )     (1,794 )     -       (1,794 )
Canceled treasury shares     (75 )     (1 )     (1,793 )     -       -       75       1,794       -       -  
Payment of dividends     -       -       -       (1,440 )     -       -       -       -       (1,440 )
Net income (loss)     -       -       -      

30,336

      -       -       -       (186 )    

30,150

 
                                                                         
Balance at September 30, 2021     9,000     $ 90     $ 50,040     $ 129,693     $ -       -     $ -     $ (600 )   $ 179,223  

 

See accompanying notes to consolidated financial statements.

 

48
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

    2021     2020     2019  
    Years Ended September 30,  
    2021     2020     2019  
                   
CASH FLOWS FROM OPERATING ACTIVITIES                        
Net income (loss)   $ 30,150     $ (6,312 )   $ 20,445  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                        
Depreciation and amortization     8,238       8,836       9,072  
Deferred tax expense (benefit)     (1,253 )     (1,268 )     821  
Gain on sale of businesses and assets     (714 )     (777 )     (2,966 )
Impairment of assets     13,612       10,615       6,040  
Amortization and writeoff of debt discount and issuance costs     311       236       334  
Doubtful accounts expense (reversal) on notes receivable     (80 )     602       -  
Unrealized loss on equity securities     84