United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of

 

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 27, 2020

 

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Texas   001-13992   76-0458229

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

 

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. [  ]

 

 

 

 
 

 

ITEM 2.02 Results of Operations and Financial Condition.

 

On February 27, 2020, we issued a press release announcing the filing of our Form 10-Q for the fiscal quarter ended December 31, 2019 and announced results for the first quarter ended December 31, 2019. Also on February 27, 2020, we held a conference call to discuss these results and related matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit Number   Description
     
99.1   Press release of RCI Hospitality Holdings, Inc. dated February 27, 2020

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RCI Hospitality Holdings, INC.
     
Date: February 28, 2020 By: /s/ Eric Langan
    Eric Langan
    President and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 


 

RCI Reports 1Q20 Results and Files 10-Q

 

HOUSTON – February 27, 2020 – RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results for the Fiscal 2020 first quarter ended December 31, 2019 and the filing of its 10-Q.

 

1Q20 vs. 1Q19

 

Diluted EPS of $0.60 compared to $0.65 (1Q19 benefitted from $1.1 million in pre-tax gains on the sale of non-income producing assets)
Diluted non-GAAP* EPS of $0.62 compared to $0.61
Weighted average shares outstanding fell 391K or 4.0% due to repurchases
Cash rebounded to $13.2 million at December 31, 2019 after $6.4 million in 1Q20 share buybacks
Free cash flow (FCF) totaled $9.3 million (based on net cash provided by operating activities of $10.3 million, less maintenance capital expenditures of $1.0 million)
Total revenues of $48.4 million compared to $44.0 million on 47 and 46 units, respectively
Bombshells quarterly revenues hit a record $10.4M as segment margin rebounded to +15%

 

Conference Call 4:30 PM ET Today

 

Call to discuss 1Q20 results, outlook and related matters
Live Participant Phone Number: Toll Free 877-407-9210, International 201-689-8049
To access the live webcast, slides or replay, visit: https://www.webcaster4.com/Webcast/Page/2209/33364
Phone Replay: Toll Free 877-481-4010, International 919-882-2331, Passcode: 33364

 

CEO Comment

 

“Bombshells revenue, margin and profit continued to grow noticeably in 1Q20 from new and older locations, despite pre-opening costs for two new units,” said Eric Langan, President & CEO. “Performance should continue to expand with Bombshells Katy, which opened mid-1Q20; Bombshells 59 in southwest Houston, which opened mid-2Q20; and the remodeling and expansion of our first Bombshells, which opened seven years ago in Dallas.

 

“Nightclubs maintained their strong contribution as two new locations – Rick’s Cabarets in Chicago and Pittsburgh – made up for two clubs closed part of the quarter for repairs, and one less selling week during the high-volume Thanksgiving and Christmas period. Performance has already begun to pick up appreciably. Scarlett’s Cabaret St. Louis and Rick’s Cabaret Odessa have reopened. We have a great sports calendar in 2Q20 in markets where we have larger clubs, and we continue to look forward to closing on our Northeast Corridor acquisition.

 

“Salaries and wages and SG&A were higher than what we’d like due to accounting, legal and overtime costs related to our recently filed 10-K, which included the reaudits of FY 2017 and FY 2018 in conjunction with the FY 19 audit. While these costs will continue to be somewhat high in 2Q20, with the 10-K and now the 10-Q filed, we expect them to subside in the second half and help increase operating leverage.

 

    1
 

 

“Nonetheless, we continued to move forward in 1Q20 with our capital allocation strategy. We reduced shares outstanding 4% year over year, buying back 332,671 shares, for $6.4 million, and still ended the quarter with $13.2 million of cash compared to $14.1 million at September 30th. In addition, free cash flow continues at a run rate of approximately $30 million based on $34 million in net cash from operating activities less $4 million of maintenance capital expenditures.

 

“To increase our financial flexibility, in 1Q20 and 2Q20 we refinanced $12.2 million of debt, eliminating $10.8 million of near-term non-realty balloon payments, to avoid any large near-term cash needs. This flexibility will be further enhanced when we close on approximately $6.7 million in excess properties under contract to sell, and we sell or lease remaining excess properties with approximately $9 million in market value.”

 

1Q20 REVIEW (All comparisons to 1Q19 unless otherwise noted)

 

Total Revenues: Total revenues of $48.4 million rose $4.4 million or 9.9%. Growth reflected increases of $2.4 million (+13.3%) in alcoholic beverages, $1.8 million (+30.9%) in food, and $319K (+11.8%) in other. Service revenues declined $138K (-0.8%). Beverage and food reflected strong sales at Bombshells. Service reflected one less holiday sales week for clubs.
   
Operating Income: Due to the company’s growth and other factors, operating expenses increased $5.8 million or 17.7%. Cost of goods increased $964K or 16.6%, reflecting a higher amount and proportion of beverage and food sales. Salaries and wages and SG&A increased $3.6 million or 13.9% due to more units open, Bombshells pre-opening costs, and expenses related to RCI’s recently filed 10-K. Other gains, net, declined $1.1 million from 1Q19, when three non-income producing assets were sold. As a result, GAAP operating income declined $1.4 million, while non-GAAP operating income fell only $375K.
   
Nightclubs Segment: Revenues increased slightly to $37.9 million, with 38 units compared to 39, as sales of new clubs offset clubs closed for part of the quarter and the shorter holiday selling season. GAAP operating income declined $1.6 million from 1Q19, which included most of the 1Q19 gains on sales. On a non-GAAP basis, operating income fell only $440K.
   
Bombshells Segment: Revenues of $10.4 million increased 72.1%, with 9 units compared to 7. Revenues from new units totaled $4.8 million from four Houston area locations—Pearland (opened April 2018), I-10 (December 2018), Tomball (March 2019), and Katy (October 22, 2019), which experienced a record month for a Bombshells in November. Same-store sales increased 19.2%. Units also benefitted from increased traffic as a result of the Houston pro baseball team playing through to the 7th game of the championship. Operating margin expanded to 15.2% compared to 2.0%. Segment profit jumped to $1.6 million from $119K.

 

Other Metrics

 

  Occupancy Costs (rent and interest expense as a percentage of total revenues) were 7.3% compared to 8.0%. 1Q19 reflected lower debt at lower average interest rates and increased revenues.
  Cash and Cash Equivalents totaled $13.2 million at December 31, 2019 compared to $14.1 million at September 30, 2019 and $9.4 million at December 31, 2018.
  Long-Term Debt of $141.8 million at December 31, 2019 fell $1.7 million from September 30, 2019 and $11.3 million from December 31, 2018, due to scheduled paydowns and loan repayments, partially offset by new debt to fund the Bombshells expansion.
  Operating lease liabilities: We adopted ASC 842, Leases. This resulted in an increase of $27.3 million in total assets with the recognition of operating lease right-of-use assets net of the reclassification of deferred rent liability of $1.2 million, and an increase in total liabilities with the recognition of $28.6 million operating lease liabilities.
  Maintenance Capital Expenditures of $1.0 million increased from $376K due to remodeling of Bombshells Dallas and upgrading of our two South Florida clubs in advance of the pro football championship in 2Q20.

 

    2
 

 

*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) gains or losses on sale of businesses and assets, (c) gains or losses on insurance, and (d) settlement of lawsuits. 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) gains or losses on sale of businesses and assets, (c) gains or losses on insurance, (d) unrealized gains or losses on equity securities, (e) settlement of lawsuits, and (f) the income tax effect of the above described adjustments. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 21.8% and 22.2% effective tax rate of the pre-tax non-GAAP income before taxes for the quarter ended December 31, 2019 and 2018, 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, and (g) settlement of lawsuits. 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 our unleveraged performance return on our investments. Adjusted EBITDA is also the target benchmark for our acquisitions of nightclubs.
Management also uses non-GAAP cash flow measures such as free cash flow. Free cash flow is derived from 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.

 

    3
 

 

Notes

 

Unit counts above are at period end.
All references to the “company,” “we,” “our,” and similar terms include RCI Hospitality Holdings, Inc. and its subsidiaries, unless the context indicates otherwise.
Planned opening dates are subject to change due to weather, which could affect construction schedules, and scheduling of final municipal inspections.

 

About RCI Hospitality Holdings, Inc. (Nasdaq: RICK)

 

With more than 40 units, RCI Hospitality Holdings, Inc., through its subsidiaries, is the country’s leading company in gentlemen’s clubs and sports bars/restaurants. Clubs in New York City, Chicago, Dallas/Ft. Worth, Houston, Miami, Minneapolis, St. Louis, Charlotte, Pittsburgh, and other markets operate under brand names such as Rick’s Cabaret, XTC, Club Onyx, Vivid Cabaret, Jaguars Club, Tootsie’s Cabaret, and Scarlett’s Cabaret. Sports bars/restaurants operate under the brand name Bombshells Restaurant & Bar. Please visit http://www.rcihospitality.com/

 

Forward-Looking Statements

 

This press release may contain forward-looking statements that involve a number of risks and uncertainties that could cause the company’s actual results to differ materially from those indicated in this press release, including, but 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) our ability to regain and maintain compliance with the filing requirements of the SEC and the Nasdaq Stock Market, and (vii) numerous other factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. The company has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances.

 

Media & Investor Contacts

 

Gary Fishman and Steven Anreder at 212-532-3232 or [email protected] and [email protected]

 

    4
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share and percentage data)

 

    For the Three Months Ended December 31,  
    2019     2018  
    Amount     % of
Revenue
    Amount     % of
Revenue
 
Revenues                                
Sales of alcoholic beverages   $ 20,743       42.9 %   $ 18,310       41.6 %
Sales of food and merchandise     7,447       15.4 %     5,690       12.9 %
Service revenues     17,193       35.5 %     17,331       39.4 %
Other     3,011       6.2 %     2,692       6.1 %
Total revenues     48,394       100.0 %     44,023       100.0 %
Operating expenses                                
Cost of goods sold                                
Alcoholic beverages sold     4,146       20.0 %     3,736       20.4 %
Food and merchandise sold     2,553       34.3 %     1,984       34.9 %
Service and other     77       0.4 %     92       0.5 %
Total cost of goods sold (exclusive of items shown below)     6,776       14.0 %     5,812       13.2 %
Salaries and wages     13,223       27.3 %     12,096       27.5 %
Selling, general and administrative     16,531       34.2 %     14,027       31.9 %
Depreciation and amortization     2,204       4.6 %     2,053       4.7 %
Other gains, net     (26 )     -0.1 %     (1,097 )     -2.5 %
Total operating expenses     38,708       80.0 %     32,891       74.7 %
Income from operations     9,686       20.0 %     11,132       25.3 %
Other income (expenses)                                
Interest expense     (2,485 )     -5.1 %     (2,521 )     -5.7 %
Interest income     98       0.2 %     51       0.1 %
Non-operating loss     (72 )     -0.1 %     (447 )     -1.0 %
Income before income taxes     7,227       14.9 %     8,215       18.7 %
Income tax expense     1,593       3.3 %     1,811       4.1 %
Net income     5,634       11.6 %     6,404       14.5 %
Net income attributable to noncontrolling interests     -       0.0 %     (60 )     -0.1 %
Net income attributable to RCIHH common shareholders   $ 5,634       11.6 %   $ 6,344       14.4 %
                                 
Earnings per share                                
Basic and diluted   $ 0.60             $ 0.65          
                                 
Weighted average shares outstanding                                
Basic and diluted     9,322               9,713          
                                 
Dividends per share   $ 0.03             $ 0.03          

 

    5
 

 

RCI HOSPITALITY HOLDINGS, INC.

NON-GAAP FINANCIAL MEASURES

(in thousands, except per share and percentage data)

 

    For the Three Months  
    Ended December 31,  
    2019     2018  
Reconciliation of GAAP net income to Adjusted EBITDA                
Net income attributable to RCIHH common shareholders   $ 5,634     $ 6,344  
Income tax expense (benefit)     1,593       1,811  
Interest expense, net     2,387       2,470  
Settlement of lawsuits     24       60  
Gain on sale of businesses and assets     (30 )     (1,157 )
Unrealized loss on equity securities     72       447  
Gain on insurance     (20 )     -  
Depreciation and amortization     2,204       2,053  
Adjusted EBITDA   $ 11,864     $ 12,028  
                 
Reconciliation of GAAP net income to non-GAAP net income                
Net income attributable to RCIHH common shareholders   $ 5,634     $ 6,344  
Amortization of intangibles     156       156  
Settlement of lawsuits     24       60  
Gain on sale of businesses and assets     (30 )     (1,157 )
Unrealized loss on equity securities     72       447  
Gain on insurance     (20 )     -  
Net income tax effect of adjustments above     (26 )     110  
Non-GAAP net income   $ 5,810     $ 5,960  
                 
Reconciliation of GAAP diluted earnings per share to non-GAAP diluted earnings per share                
Diluted shares     9,322       9,713  
GAAP diluted earnings per share   $ 0.60     $ 0.65  
Amortization of intangibles     0.02       0.02  
Settlement of lawsuits     0.00       0.01  
Gain on sale of businesses and assets     (0.00 )     (0.12 )
Unrealized loss on equity securities     0.01       0.05  
Gain on insurance     (0.00 )     -  
Net income tax effect of adjustments above     (0.00 )     0.01  
Non-GAAP diluted earnings per share   $ 0.62     $ 0.61  
                 
Reconciliation of GAAP operating income to non-GAAP operating income                
Income from operations   $ 9,686     $ 11,132  
Amortization of intangibles     156       156  
Settlement of lawsuits     24       60  
Gain on sale of businesses and assets     (30 )     (1,157 )
Gain on insurance     (20 )     -  
Non-GAAP operating income   $ 9,816     $ 10,191  
                 
Reconciliation of GAAP operating margin to non-GAAP operating margin                
GAAP operating margin     20.0 %     25.3 %
Amortization of intangibles     0.3 %     0.4 %
Settlement of lawsuits     0.0 %     0.1 %
Gain on sale of businesses and assets     -0.1 %     -2.6 %
Gain on insurance     0.0 %     0.0 %
Non-GAAP operating margin     20.3 %     23.1 %
                 
Reconciliation of net cash provided by operating activities to free cash flow                
Net cash provided by operating activities   $ 10,273     $ 11,452  
Less: Maintenance capital expenditures     1,021       376  
Free cash flow   $ 9,252     $ 11,076  

 

    6
 

 

RCI HOSPITALITY HOLDINGS, INC.

SEGMENT INFORMATION

(in thousands)

 

    For the Three Months  
    Ended December 31,  
    2019     2018  
Revenues                
Nightclubs   $ 37,859     $ 37,728  
Bombshells     10,350       6,013  
Other     185       282  
    $ 48,394     $ 44,023  
                 
Income (loss) from operations                
Nightclubs   $ 13,776     $ 15,387  
Bombshells     1,573       119  
Other     (207 )     (119 )
General corporate     (5,456 )     (4,255 )
    $ 9,686     $ 11,132  

 

    7
 

 

RCI HOSPITALITY HOLDINGS, INC.

NON-GAAP SEGMENT INFORMATION

($ in thousands)

 

    For the Three Months Ended December 31, 2019     For the Three Months Ended December 31, 2018  
    Nightclubs     Bombshells     Other     Corporate     Total     Nightclubs     Bombshells     Other     Corporate     Total  
Income (loss) from operations   $ 13,776     $ 1,573     $ (207 )   $ (5,456 )   $ 9,686     $ 15,387     $ 119     $ (119 )   $ (4,255 )   $ 11,132  
Amortization of intangibles     57       4       95       -       156       -       -       -       156       156  
Settlement of lawsuits     24       -       -       -       24       45       3       -       12       60  
Gain on sale of businesses and assets     3       -       -       (33 )     (30 )     (1,152 )     -       (5 )     -       (1,157 )
Gain on insurance     (20 )     -       -       -       (20 )     -       -       -       -       -  
Non-GAAP operating income (loss)   $ 13,840     $ 1,577     $ (112 )   $ (5,489 )   $ 9,816     $ 14,280     $ 122     $ (124 )   $ (4,087 )   $ 10,191  
                                                                                 
GAAP operating margin     36.4 %     15.2 %     -111.9 %     -11.3 %     20.0 %     40.8 %     2.0 %     -42.2 %     -9.7 %     25.3 %
Non-GAAP operating margin     36.6 %     15.2 %     -60.5 %     -11.3 %     20.3 %     37.8 %     2.0 %     -44.0 %     -9.3 %     23.1 %

 

    8
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

    For the Three Months Ended  
    December 31, 2019     December 31, 2018  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income   $ 5,634     $ 6,404  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     2,204       2,053  
Deferred tax expense (credit)     (150 )     458  
Gain on sale of businesses and assets     (30 )     (1,176 )
Unrealized loss on equity securities     72       447  
Amortization of debt discount and issuance costs     61       95  
Deferred rent expense     -       142  
Noncash lease expense     329       -  
Gain on insurance     (20 )     -  
Changes in operating assets and liabilities:                
Accounts receivable     2,345       1,723  
Inventories     (141 )     (163 )
Prepaid expenses, other current assets and other assets     1,565       1,939  
Accounts payable, accrued and other liabilities     (1,596 )     (470 )
Net cash provided by operating activities     10,273       11,452  
CASH FLOWS FROM INVESTING ACTIVITIES                
Proceeds from sale of businesses and assets     51       1,245  
Proceeds from insurance     932       -  
Proceeds from notes receivable     357       32  
Additions to property and equipment     (4,058 )     (7,295 )
Acquisition of businesses, net of cash acquired     -       (13,500 )
Net cash used in investing activities     (2,718 )     (19,518 )
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from long-term debt     318       5,652  
Payments on long-term debt     (2,081 )     (5,279 )
Purchase of treasury stock     (6,441 )     (355 )
Payment of dividends     (279 )     (291 )
Distribution to noncontrolling interests     (10 )     -  
Net cash used in financing activities     (8,493 )     (273 )
NET DECREASE IN CASH AND CASH EQUIVALENTS     (938 )     (8,339 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     14,097       17,726  
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 13,159     $ 9,387  

 

    9
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

    December 31,     September 30,     December 31,  
    2019     2019     2018  
ASSETS                        
Current assets                        
Cash and cash equivalents   $ 13,159     $ 14,097     $ 9,387  
Accounts receivable, net     3,131       6,289       5,583  
Current portion of notes receivable     659       954       -  
Inventories     2,739       2,598       2,578  
Prepaid insurance     4,150       5,446       3,603  
Other current assets     2,236       2,521       1,560  
Assets held for sale     4,825       2,866       2,356  
Total current assets     30,899       34,771       25,067  
Property and equipment, net     183,657       183,956       187,502  
Operating lease right-of-use assets     26,981       -       -  
Notes receivable, net of current portion     4,149       4,211       3,467  
Goodwill     53,630       53,630       54,731  
Intangibles, net     75,795       75,951       77,289  
Other assets     1,062       1,118       1,466  
Total assets   $ 376,173     $ 353,637     $ 349,522  
                         
LIABILITIES AND EQUITY                        
Current liabilities                        
Accounts payable   $ 3,202     $ 3,810     $ 2,357  
Accrued liabilities     13,759       14,644       11,940  
Current portion of long-term debt     14,898       15,754       14,898  
Current portion of operating lease liabilities     1,521       -       -  
Total current liabilities     33,380       34,208       29,195  
Deferred tax liability, net     21,508       21,658       21,473  
Long-term debt, net of current portion and debt discount and issuance costs     126,928       127,774       138,197  
Operating lease liabilities, net of current portion     26,745       -       -  
Other long-term liabilities     407       1,696       1,567  
Total liabilities     208,968       185,336       190,432  
                         
Commitments and contingencies                        
                         
Equity                        
Preferred stock     -       -       -  
Common stock     93       96       97  
Additional paid-in capital     54,874       61,312       63,857  
Retained earnings     112,404       107,049       95,179  
Total RCIHH stockholders’ equity     167,371       168,457       159,133  
Noncontrolling interests     (166 )     (156 )     (43 )
Total equity     167,205       168,301       159,090  
Total liabilities and equity   $ 376,173     $ 353,637     $ 349,522  

 

    10