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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended December 31, 2021

 

TRANSITION REPORT PURSUANT TO 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

 

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, or a smaller reporting company. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of February 7, 2022, 9,499,910 shares of the registrant’s common stock were outstanding.

 

 

 

 

 

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q 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: Part I, Item 2 “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 Quarterly Report on Form 10-Q 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.

 

As used herein, the “Company,” “we,” “our,” and similar terms include RCI Hospitality Holdings, Inc. and its subsidiaries, unless the context indicates otherwise.

 

2
 

 

RCI HOSPITALITY HOLDINGS, INC.

FORM 10-Q

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
     
Item 1. Financial Statements 4
     
  Condensed Consolidated Balance Sheets as of December 31, 2021 (unaudited) and September 30, 2021 4
     
  Condensed Consolidated Statements of Income (unaudited) for the three months ended December 31, 2021 and 2020 5
     
  Condensed Consolidated Statements of Changes in Equity (unaudited) for the three months ended December 31, 2021 and 2020 6
     
  Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended December 31, 2021 and 2020 7
     
  Notes to Condensed Consolidated Financial Statements (unaudited) 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 32
     
Item 4. Controls and Procedures 32
     
PART II OTHER INFORMATION  
     
Item 1. Legal Proceedings 33
     
Item1A. Risk Factors 33
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33
     
Item 6. Exhibits 33
     
  Signatures 34

 

3
 

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and number of shares)

 

    December 31, 2021     September 30, 2021  
    (unaudited)        
ASSETS                
Current assets                
Cash and cash equivalents   $ 17,954     $ 35,686  
Accounts receivable, net     6,012       7,570  
Current portion of notes receivable     225       220  
Inventories     3,530       2,659  
Prepaid expenses and other current assets     8,245       1,928  
Assets held for sale     3,113       4,887  
Total current assets     39,079       52,950  
Property and equipment, net     203,878       175,952  
Operating lease right-of-use assets, net     35,845       24,308  
Notes receivable, net of current portion     5,512       2,839  
Goodwill     54,484       39,379  
Intangibles, net     125,314       67,824  
Other assets     1,566       1,367  
Total assets   $ 465,678     $ 364,619  
                 
LIABILITIES AND EQUITY                
Current liabilities                
Accounts payable   $ 5,807     $ 4,408  
Accrued liabilities     18,413       10,403  
Current portion of debt obligations, net     9,003       6,434  
Current portion of operating lease liabilities     2,288       1,780  
Total current liabilities     35,511       23,025  
Deferred tax liability, net     22,040       19,137  
Debt, net of current portion and debt discount and issuance costs     152,847       118,734  
Operating lease liabilities, net of current portion     35,154       24,150  
Other long-term liabilities     357       350  
Total liabilities     245,909       185,396  
                 
Commitments and contingencies (Note 10)     -           
                 
Equity                
Preferred stock, $0.10 par value per share; 1,000,000 shares authorized; none issued and outstanding     -       -  
Common stock, $0.01 par value per share; 20,000,000 shares authorized; 9,499,910 and 8,999,910 shares issued and outstanding as of December 31, 2021 and September 30, 2021, respectively     95       90  
Additional paid-in capital     80,397       50,040  
Retained earnings     139,888       129,693  
Total RCIHH stockholders’ equity     220,380       179,823  
Noncontrolling interests     (611 )     (600 )
Total equity     219,769       179,223  
Total liabilities and equity   $ 465,678     $ 364,619  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

4
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share and number of share data)

(unaudited)

 

                 
    For the Three Months  
    Ended December 31,  
    2021     2020  
Revenues                
Sales of alcoholic beverages   $ 26,431     $ 17,360  
Sales of food and merchandise     10,894       8,609  
Service revenues     20,876       10,060  
Other     3,635       2,369  
Total revenues     61,836       38,398  
Operating expenses                
Cost of goods sold                
Alcoholic beverages sold     4,834       3,262  
Food and merchandise sold     3,957       2,889  
Service and other     100       53  
Total cost of goods sold (exclusive of items shown separately below)     8,891       6,204  
Salaries and wages     16,505       11,486  
Selling, general and administrative     18,486       12,152  
Depreciation and amortization     2,194       2,023  
Other gains, net     (151 )     (50 )
Total operating expenses     45,925       31,815  
Income from operations     15,911       6,583  
Other income (expenses)                
Interest expense     (2,604 )     (2,434 )
Interest income     106       60  
Non-operating gains, net     84       4,916  
Income before income taxes     13,497       9,125  
Income tax expense (benefit)     2,933       (384 )
Net income     10,564       9,509  
Net loss attributable to noncontrolling interests     11       134  
Net income attributable to RCIHH common shareholders   $ 10,575     $ 9,643  
                 
Earnings per share                
Basic and diluted   $ 1.12     $ 1.07  
                 
Weighted average number of common shares outstanding                
Basic and diluted     9,407,519       9,019,088  
                 
Dividends per share   $ 0.04     $ 0.04  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except number of shares)

(unaudited)

 

                                                                 
    Common Stock     Additional           Treasury Stock              
    Number           Paid-In     Retained     Number           Noncontrolling     Total  
    of Shares     Amount     Capital     Earnings     of Shares     Amount     Interests     Equity  
Balance at September 30, 2021     8,999,910     $      90     $ 50,040     $ 129,693       -     $ -     $          (600 )   $ 179,223  
Issuance of common shares     500,000       5       30,357       -       -       -       -       30,362  
Payment of dividends     -       -       -       (380 )     -       -       -       (380 )
Net income (loss)     -       -       -       10,575       -       -       (11 )     10,564  
Balance at December 31, 2021     9,499,910     $ 95     $ 80,397     $ 139,888       -     $ -     $ (611 )   $ 219,769  
                                                                 
Balance at September 30, 2020     9,074,569     $ 91     $ 51,833     $ 100,797       -     $ -     $ (414 )   $ 152,307  
Purchase of treasury shares     -       -       -       -       (74,659 )     (1,794 )     -       (1,794 )
Canceled treasury shares     (74,659 )     (1 )     (1,793 )     -       74,659       1,794       -       -  
Payment of dividends     -       -       -       (360 )     -       -       -       (360 )
Net income (loss)     -       -       -       9,643       -       -       (134 )     9,509  
Balance at December 31, 2020       8,999,910     $ 90     $ 50,040     $ 110,080       -     $ -     $ (548 )   $ 159,662  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

6
 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except number of shares)

(unaudited)

 

                 
    For the Three Months  
    Ended December 31,  
    2021     2020  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income   $ 10,564     $ 9,509  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     2,194       2,023  
Gain on sale of businesses and assets     (523 )     (5 )
Unrealized loss on equity securities     1       33  
Amortization of debt discount and issuance costs     51       51  
Gain on debt extinguishment     (83 )     (4,920 )
Noncash lease expense     629       421  
Gain on insurance     -       (250 )
Doubtful accounts expense (reversal) on notes receivable     17       (93 )
Changes in operating assets and liabilities:                
Accounts receivable     1,344       1,433  
Inventories     (445 )     (22 )
Prepaid expenses, other current and other assets     (6,519 )     1,125  
Accounts payable, accrued and other liabilities     9,034       (3,031 )
Net cash provided by operating activities     16,264       6,274  
CASH FLOWS FROM INVESTING ACTIVITIES                
Proceeds from sale of businesses and assets     803       -  
Proceeds from insurance     185       250  
Proceeds from notes receivable     34       26  
Payments for property and equipment and intangible assets     (9,850 )     (1,289 )
Acquisition of businesses, net of cash acquired     (39,302 )     -  
Net cash used in investing activities     (48,130 )     (1,013 )
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from debt obligations, including related party proceeds of $650 and $0, respectively     17,002       -  
Payments on debt obligations     (2,488 )     (1,745 )
Purchase of treasury stock     -       (1,794 )
Payment of dividends     (380 )     (360 )
Net cash provided by (used in) financing activities     14,134       (3,899 )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (17,732 )     1,362  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     35,686       15,605  
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 17,954     $ 16,967  
                 
CASH PAID DURING PERIOD FOR:                
Interest   $ 2,330     $ 3,108  
Income taxes   $ 3     $ -  
                 
Noncash investing and financing transactions:                
Debt incurred in connection with acquisition of businesses   $ 22,200     $ -  
Note receivable from sale of property   $ 2,700     $ -  
Issuance of shares of common stock for acquisition of businesses:                
Number of shares     500,000       -  
Fair value   $ 30,362     $ -  
Adjustment to operating lease right-of-use assets and lease liabilities related to new and renewed leases   $ 18,243     $ -  
Unpaid liabilities on capital expenditures   $ 626     $ -  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

7
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of RCI Hospitality Holdings, Inc. (the “Company,” “RCIHH,” “we,” or “us”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The September 30, 2021 consolidated balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended September 30, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on December 14, 2021. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022.

 

Certain reclassifications of cost of goods sold components with immaterial amounts have been made to prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total cost of goods sold, results of operations, and cash flows in all periods presented.

 

2. Recent Accounting Standards and Pronouncements

 

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU simplifies accounting for income taxes by removing the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments, and (3) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax related guidance for franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. The ASU is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted for public business entities for periods for which financial statements have not been issued. An entity that elects early adoption in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption should adopt all the amendments in the same period. We adopted ASU 2019-12 on October 1, 2021. Our adoption of this update did not have a significant impact on our consolidated financial statements.

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU amends ASC 805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The ASU is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are still evaluating the impact of this ASU but we do not expect it to have a material impact on our consolidated financial statements.

 

8
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

3. Ongoing Impact of COVID-19 Pandemic

 

Since the U.S. declaration of the COVID-19 pandemic as a national emergency in March 2020, we have had a major disruption in our business operations that threatened to significantly impact our cash flow. The pandemic 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 has 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.

 

On May 8, 2020, the Company received approval and funding under the PPP of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) for its restaurants, shared service entity and lounge. See Note 9.

 

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.

 

Valuation of Goodwill, Indefinite-Lived Intangibles and Long-Lived Assets

 

We consider the COVID-19 pandemic as a triggering event in the assessment of recoverability of the goodwill, indefinite-lived intangibles, and long-lived assets in our clubs and restaurants that are affected. We evaluated forecasted cash flows considering the future assumed impact of the COVID-19 pandemic on sales. Based on the evaluation we conducted during the interim period ended December 31, 2021, we determined that there is no impairment in our goodwill, indefinite-lived intangibles, and long-lived assets as of December 31, 2021.

 

9
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

4. Acquisitions and Dispositions

 

On October 6, 2021, the Company sold a property classified as held-for-sale with a carrying value of $3.0 million for $3.2 million, of which $2.7 million was in the form of a secured promissory note. This 7% note receivable has a term of eight years and is collectible in equal monthly installments of $21,544 in principal and interest with the remaining balance to be paid at maturity.

 

On October 8, 2021, the Company sold one of its clubs in South Houston for $300,000.

 

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, with interest rates on promissory notes reflective of market yields). The acquisition was structured by entering into nine asset purchase agreements, which allowed the Company to acquire from each club all of the tangible and intangible assets and personal property in that business except certain excluded assets, and two stock purchase agreements, where a newly formed subsidiary purchased 100% of the capital stock of two club-owning entities. Along with the asset and stock purchase agreements, the Company also entered into a real estate purchase and sale agreement for six real estate properties and an intellectual property purchase agreement for substantially all of the intellectual property used in the adult entertainment establishment businesses owned and operated by the sellers. 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 (see Note 7), and 500,000 shares of our common stock. The preliminary fair value of the consideration transferred is as follows (in thousands):

 

         
Cash   $ 36,800  
Notes payable     21,200  
Common stock     30,362  
Total consideration fair value   $ 88,362  

 

We recognized the assets and liabilities for this acquisition based on our estimates of their acquisition date fair values, all in our Nightclubs reportable segment. We have not finalized our valuation of the tangible and identifiable intangible assets acquired in this transaction. As of the release of this report, the fair value of the acquired tangible and identifiable intangible assets are provisional pending receipt of the final valuations for those assets. Based on the allocation of the preliminary fair value of the acquisition price and subject to any working capital adjustments, the amount of goodwill is estimated to be $13.8 million. Goodwill represents the excess of the acquisition price fair value over the fair values of the tangibles and identifiable intangibles assets acquired and liabilities assumed, which is essentially the forward earnings potential of the acquired entities. Goodwill will not be amortized but will be tested at least annually for impairment. Approximately $9.3 million of the recognized goodwill will be deductible for tax purposes. The following is our preliminary allocation of the fair value of the acquisition price (in thousands) as of October 18, 2021:

 

         
Current assets   $ 386  
Property and equipment     19,534  
Licenses     50,080  
Trademarks     7,460  
Deferred tax liability     (2,903 )
Total net assets acquired     74,557  
Goodwill     13,805  
Acquisition price fair value   $ 88,362  

 

Licenses and trademarks will not be amortized but will be tested at least annually for impairment.

 

The Company entered into leases with third parties for certain clubs where the real estate were not part of the acquisition. See Note 13.

 

In connection with the acquisition, we incurred acquisition-related expenses of approximately $417,000 ($173,000 recognized in fiscal 2021 and $244,000 recognized in fiscal 2022), of which $0 was expensed in the first quarter of 2021 and $244,000 was expensed in the first quarter of 2022, and in those periods included in selling, general and administrative expenses in our consolidated statements of income.

 

From the date of acquisition until December 31, 2021, the eleven acquired clubs contributed revenues of $6.0 million and income from operations of $1.7 million, which are included in our unaudited condensed consolidated statement of income. The following table presents the unaudited pro forma combined results of operations of the Company and the eleven acquired clubs and related assets as though the acquisition occurred at the beginning of fiscal 2021 (in thousands, except per share amounts and number of shares):

 

    2021     2020  
    For the Three Months  
    Ended December 31,  
    2021     2020  
Pro forma revenues   $ 63,562     $ 43,384  
Pro forma net income attributable to RCIHH common stockholders   $ 9,992     $ 9,892  
Pro forma earnings per share – basic and diluted   $ 1.05     $ 1.04  
                 
Pro forma weighted average number of common shares outstanding    

9,499,910 

      9,519,088  

 

The above unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2021. The unaudited pro forma financial information reflects material, nonrecurring adjustments directly attributable to the acquisition including acquisition-related expenses, interest expense, and any related tax effects. Since we do not have a final valuation of the assets that we acquired yet, the unaudited pro forma financial information only includes preliminary adjustments related to changes in recognized expenses caused by the fair value of assets acquired, such as depreciation and amortization and related tax effects. Pro forma net income and pro forma earnings per share include the impact of acquisition-related expenses and interest expense related to the 28 private lender group notes and 4 seller-financed notes in the acquisition as if they were incurred as of the first day of fiscal 2021. Pro forma weighted average number of common shares outstanding includes the impact of 500,000 shares of our common stock issued as partial consideration for the acquisition.

 

10
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

On November 8, 2021, the Company acquired a club and related real estate in Newburgh, New York for a total preliminary 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 $3.5 million acquisition price is preliminarily allocated $2.0 million to real estate, $200,000 to tangible assets, and $1.3 million to goodwill, which is deductible for tax purposes. The note is payable $13,669 per month, including principal and interest. See Note 7. From the date of acquisition until December 31, 2021, the acquired club contributed revenues of $289,000 and income from operations of $4,000, which are included in our unaudited condensed consolidated statement of income. The Company is not providing supplemental pro forma disclosures to this acquisition as it does not materially contribute to the consolidated operations of the Company.

 

On December 30, 2021, the Company acquired the real estate of one of its clubs in South Florida, which the Company previously leased, for $7.0 million in an all-cash purchase. At closing, the Company wrote off the balance of its operating lease right-of-use asset and corresponding operating lease liability related to the discontinued lease.

 

5. Revenues

 

The Company recognizes revenue from the sale of alcoholic beverages, food and merchandise, service and other revenues at the point-of-sale upon receipt of cash, check, or credit card charge, net of discounts and promotional allowances based on consideration specified in implied contracts with customers. Sales and liquor taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying unaudited condensed consolidated statements of income. The Company recognizes revenue when it satisfies a performance obligation (point in time of sale) by transferring control over a product or service to a customer.

 

Commission revenues, such as ATM commission, are recognized when the basis for such commission has transpired. Revenues from the sale of magazines and advertising content are recognized when the issue is published and shipped. Revenues and external expenses related to the Company’s annual Expo convention are recognized upon the completion of the convention, which normally occurs during our fiscal fourth quarter. Lease revenue (included in other revenues) is recognized when earned (recognized over time) and is more appropriately covered by guidance under ASC 842, Leases. See Note 13.

 

Revenues, as disaggregated by revenue type, timing of recognition, and reportable segment (see also Note 11), are shown below (in thousands):

 

    Three Months Ended December 31, 2021     Three Months Ended December 31, 2020  
    Nightclubs     Bombshells     Other     Total     Nightclubs     Bombshells     Other     Total  
Sales of alcoholic beverages   $ 18,167     $ 8,264     $ -     $ 26,431     $ 9,634     $ 7,726     $ -     $ 17,360  
Sales of food and merchandise     4,589       6,305       -       10,894       3,423       5,186       -       8,609  
Service revenues     20,684       192       -       20,876       9,998       62       -       10,060  
Other revenues     3,341       10       284       3,635       2,142       32       195       2,369  
    $ 46,781     $ 14,771     $ 284     $ 61,836     $ 25,197     $ 13,006     $ 195     $ 38,398  
                                                                 
Recognized at a point in time   $ 46,344     $ 14,770     $ 283     $ 61,397     $ 24,835     $ 13,006     $ 193     $ 38,034  
Recognized over time     437 *     1       1       439       362 *     -       2       364  
    $ 46,781     $ 14,771     $ 284     $   61,836     $ 25,197     $ 13,006     $ 195     $   38,398  

 

* Lease revenue (included in Other Revenues) as covered by ASC 842. All other revenues are covered by ASC 606.

 

The Company does not have contract assets with customers. The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net in our unaudited condensed consolidated balance sheet. A reconciliation of contract liabilities with customers is presented below (in thousands):

 

   

Balance at

September 30, 2021

   

Consideration

Received

   

Recognized in

Revenue

   

Balance at

December 31,

2021

 
Ad revenue   $       84     $ 280     $ (167 )   $ 197  
Expo revenue     151       116       -       267  
Other (including franchise fees)     119       -       (20 )     99  
    $ 354     $ 396     $ (187 )   $ 563  

 

Contract liabilities with customers are included in accrued liabilities as unearned revenues in our unaudited condensed consolidated balance sheets (see also Note 6), while the revenues associated with these contract liabilities are included in other revenues in our unaudited condensed consolidated statements of income.

 

11
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

6. Selected Account Information

 

The components of accounts receivable, net are as follows (in thousands):

 

    December 31, 2021     September 30, 2021  
Credit card receivables   $ 2,300     $ 1,447  
Income tax refundable     1,542       4,472  
Insurance receivable     -       185  
ATM in-transit     684       277  
Other (net of allowance for doubtful accounts of $414 and $382, respectively)     1,486       1,189  
Total accounts receivable, net   $ 6,012     $ 7,570  

 

Notes receivable consist primarily of secured promissory notes executed between the Company and various buyers of our businesses and assets with interest rates ranging from 6% to 9% per annum and having terms ranging from 1 to 20 years, net of allowance for doubtful notes amounting to $118,000 and $102,000 as of December 31, 2021 and September 30, 2021, respectively.

 

The components of prepaid expenses and other current assets are as follows (in thousands):

 

    December 31, 2021     September 30, 2021  
Prepaid insurance   $ 6,835     $ 277  
Prepaid legal     37       112  
Prepaid taxes and licenses     216       380  
Prepaid rent     251       309  
Other     906       850  
Total prepaid expenses and other current assets   $ 8,245     $ 1,928  

 

A reconciliation of goodwill as of December 31, 2021 and September 30, 2021 is as follows (in thousands):

    Gross     Accumulated Impairment     Net  
Balance at September 30, 2021   $ 59,967     $ 20,588     $ 39,379  
Acquisitions     15,105       -       15,105  
Balance at December 31, 2021   $ 75,072     $ 20,588     $ 54,484  

 

The components of intangible assets, net are as follows (in thousands):

 Schedule of Components of Intangible Assets

    December 31, 2021     September 30, 2021  
Indefinite-lived:                
Licenses   $ 115,266     $ 65,186  
Trademarks     9,675       2,215  
Domain names     23       23  
                 
Definite-lived:                
Noncompete agreements     137       182  
Discounted leases     84       86  
Software     129       132  
Total intangible assets, net   $ 125,314     $ 67,824  

 

The components of accrued liabilities are as follows (in thousands):

 

    December 31, 2021     September 30, 2021  
Insurance   $ 6,785     $ 54  
Sales and liquor taxes     2,255       2,261  
Payroll and related costs     3,887       3,220  
Property taxes     2,506       2,178  
Interest     366       145  
Patron tax     455       452  
Unearned revenues     563       354  
Lawsuit settlement     245       378  
Other     1,351       1,361  
Total accrued liabilities   $ 18,413     $ 10,403  

 

The components of selling, general and administrative expenses are as follows (in thousands):

 

    2021     2020  
    For the Three Months  
    Ended December 31,  
    2021     2020  
Taxes and permits   $ 2,236     $ 2,028  
Advertising and marketing     2,383       1,189  
Supplies and services     1,980       1,228  
Insurance     2,395       1,457  
Legal     1,060       861  
Lease     1,640       977  
Charge card fees     1,331       564  
Utilities     935       713  
Security     1,087       860  
Accounting and professional fees     1,346       715  
Repairs and maintenance     725       573  
Other     1,368       987  
Total selling, general and administrative expenses   $ 18,486     $ 12,152  

 

The components of non-operating gains (losses), net are as follows:

 

    2021     2020  
    For the Three Months  
    Ended December 31,  
    2021     2020  
Gain on debt extinguishment   $ 85     $ 4,949  
Unrealized loss on equity securities     (1 )     (33 )
Non-operating gains, net   $ 84     $ 4,916  

 

12
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

7. Debt

 

On October 12, 2021, we closed a debt financing transaction with 28 investors for unsecured promissory notes with a total principal amount of $17.0 million, all of which bear interest at a rate of 12% per annum. Of this amount, $9.5 million are promissory notes, payable interest only monthly (or quarterly) in arrears, with a final lump sum payment of principal and accrued and unpaid interest due on October 1, 2024. The remaining amount of the financing is $7.5 million in promissory notes, payable in monthly payments of principal and interest based on a 10-year amortization period, with the balance of the entire principal amount together with all accrued and unpaid interest due and payable in full on October 12, 2024. Included in the $17.0 million borrowing are two notes for $500,000 and $150,000 borrowed from related parties (see Note 12) and two notes for $500,000 and $300,000 borrowed from two non-officer employees in which the terms of the notes are the same as the rest of the lender group.

 

On October 18, 2021, in relation to an acquisition (see Note 4), the Company executed four seller-financed promissory notes. The first promissory note was a 10-year $11.0 million 6% secured note payable in 120 equal monthly payments of $122,123 in principal and interest. The second promissory note was a 20-year $8.0 million 6% secured note payable in 240 equal monthly payments of $57,314 in principal and interest. The third promissory note was a 10-year $1.2 million 5.25% note payable in monthly payments of $8,086 in principal and interest based on a 20-year amortization period, with the balance payable at maturity date. The fourth note was a 20-year $1.0 million 6% note payable in 240 equal monthly payments of $7,215 in principal and interest.

 

On November 8, 2021, in relation to an acquisition (see Note 4), the Company executed a $1.0 million 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.

 

Future maturities of long-term debt as of December 31, 2021 are as follows: $9.2 million, $7.4 million, $22.7 million, $7.1 million, $7.5 million and $109.6 million for the twelve months ending December 31, 2022, 2023, 2024, 2025, 2026, and thereafter, respectively. Of the maturity schedule mentioned above, $0, $651,000, $15.6 million, $0, $0 and $63.1 million, respectively, relate to scheduled balloon payments. Unamortized debt discount and issuance costs amounted to $1.6 million and $1.6 million as of December 31, 2021 and September 30, 2021, respectively.

 

On January 25, 2022, the Company borrowed $18.7 million from a bank lender for working capital purposes by executing a 10-year promissory note with an initial interest rate of 5.25% per annum to be adjusted after five years to a rate equal to the weekly average yield on U.S. Treasury securities plus 3.98% with a floor of 5.25%. The note is payable in monthly payments of $126,265 in principal and interest to be adjusted after five years. The promissory note is secured by eleven real estate properties and is personally guaranteed by the Company CEO, Eric Langan (see Note 12). After the 10-year term, the remaining balance of principal and interest are payable at maturity date. There are certain financial covenants with which the Company is to be in compliance related to this loan, among which is to maintain a debt service coverage of not less than 1.4 times, reviewed annually.

 

8. Equity

 

During the quarters ended December 31, 2021 and 2020, the Company purchased and retired 0 and 74,659 common shares at a cost of approximately $0 and $1.8 million, respectively. The Company paid a $0.04 and $0.04 per share cash dividend during the quarters ended December 31, 2021 and 2020 totaling approximately $380,000 and $360,000, respectively.

 

On October 18, 2021, we partially paid for an acquisition using 500,000 shares of our common stock with a fair value of $30.4 million at issuance. See Note 4.

 

On February 7, 2022, our board of directors approved the 2022 Stock Option Plan (the “2022 Plan”). The board’s adoption of the 2022 Plan is subject to approval of shareholders, and in the event that the 2022 Plan is not approved by the shareholders within one year of the date of adoption of the 2022 Plan by the board, or less than the required amount of votes of shareholders are received in favor of approval of the 2022 Plan at a duly held meeting of shareholders within one year of the board’s adoption of the 2022 Plan, then we will unwind and terminate the 2022 Plan, and all outstanding stock options granted under the 2022 Plan will be cancelled. The 2022 Plan provides that the maximum aggregate number of shares of common stock underlying options that may be granted under the 2022 Plan is 300,000. The options granted under the 2022 Plan may be either incentive stock options or non-qualified options. The 2022 Plan is administered by the compensation committee of the board of directors. The compensation committee has the exclusive power to select individuals to receive grants, to establish the terms of the options granted to each participant, provided that all options granted shall be granted at an exercise price not less than the fair market value of the common stock covered by the option on the grant date, and to make all determinations necessary or advisable under the 2022 Plan.

 

13
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

9. Income Taxes

 

Income taxes were an expense of $2.9 million during the quarter ended December 31, 2021 compared to a benefit of $384,000 during the quarter ended December 31, 2020. The effective income tax rate was an expense of 21.7% and a benefit of 4.2% for the quarters ended December 31, 2021 and 2020, respectively. Our effective tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years, and the change in the deferred tax asset valuation allowance and the impact of the forgiveness of the PPP loans in the prior period, as presented below.

 

    2021     2020  
    For the Three Months  
    Ended December 31,  
    2021     2020  
Federal statutory income tax expense/benefit     21.0 %     21.0 %
State income taxes, net of federal benefit     2.9 %     3.3 %
Permanent differences     0.4 %     (8.2 )%
Change in valuation allowance     -       (14.0 )%
Tax credits     (2.0 )%     (6.3 )%
Other     (0.6 )%     -  
Total income tax expense (benefit)     21.7 %     (4.2 )%

 

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states. The Company’s federal income tax returns for the years ended September 30, 2013 through 2017 have been examined by the Internal Revenue Service with no changes. The Company ordinarily goes through various federal and state reviews and examinations for various tax matters. Fiscal year ended September 30, 2018 and subsequent years remain open to federal tax examination. The Company is also being examined for state income taxes, the outcome of which may occur within the next twelve months.

 

On March 27, 2020, former President Trump signed the CARES Act into law. As a result of this, additional avenues of relief may be available to workers and families through enhanced unemployment insurance provisions and to small businesses through programs administered by the Small Business Administration. The CARES Act includes, among other items, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program, whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. The loan may be forgiven if the funds are used for payroll and other qualified expenses. The Company submitted its application for a PPP loan and on May 8, 2020 received approval and funding 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 has 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 has currently utilized all of the PPP funds and has submitted its forgiveness applications. During fiscal 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 and were included in non-operating gains (losses), net in our consolidated statement of operations for the fiscal year ended September 30, 2021. 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. See Note 3.

 

10. Commitments and Contingencies

 

Legal Matters

 

Texas Patron Tax

 

In 2015, the Company reached a settlement with the State of Texas over the payment of the state’s Patron Tax on adult club customers. To resolve the issue of taxes owed, the Company agreed to pay $10.0 million in equal monthly installments of $119,000, without interest, over 84 months, beginning in June 2015, for all but two non-settled locations. The Company agreed to remit the Patron Tax on a monthly basis, based on the current rate of $5 per customer. For accounting purposes, the Company has discounted the $10.0 million at an imputed interest rate of 9.6%, establishing a net present value for the settlement of $7.2 million. As a consequence, the Company recorded an $8.2 million pre-tax gain for the third quarter ended June 30, 2015, representing the difference between the $7.2 million and the amount previously accrued for the tax.

 

In March 2017, the Company settled with the State of Texas for one of the two remaining unsettled Patron Tax locations. To resolve the issue of taxes owed, the Company agreed to pay a total of $687,815 with $195,815 paid at the time the settlement agreement was executed followed by 60 equal monthly installments of $8,200 without interest.

 

The aggregate balance of Patron Tax settlement liability, which is included in long-term debt in the consolidated balance sheets, amounted to $398,000 and $813,000 as of December 31, 2021 and September 30, 2021, respectively.

 

A declaratory judgment action was brought by five operating subsidiaries of the Company to challenge a Texas Comptroller administrative rule related to the $5 per customer Patron Tax Fee assessed against Sexually Oriented Businesses. An administrative rule attempted to expand the fee to cover venues featuring dancers using latex cover as well as traditional nude entertainment. The administrative rule was challenged on both constitutional and statutory grounds. On November 19, 2018, the Court issued an order that a key aspect of the administrative rule is invalid based on it exceeding the scope of the Comptroller’s authority. On March 6, 2020, the U.S. District Court for the Western District of Texas, Austin Division, ruled that the Texas Patron Tax is unconstitutional as it has been applied and enforced by the Comptroller. The State of Texas has filed an appeal. We will continue to vigorously defend the matter through the appeals process.

 

14
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Indemnity Insurance Corporation

 

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 have 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 has obtained general liability coverage from other insurers, which have covered and/or will cover any claims arising from actions after that date. As of December 31, 2021, we have 1 remaining unresolved claim out of the original 71 claims.

 

Shareholder Class and Derivative Actions

 

In May and June 2019, three putative securities class action complaints were filed against RCI Hospitality Holdings, Inc. and certain of its officers in the Southern District of Texas, Houston Division. The complaints alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and 10b-5 promulgated thereunder based on alleged materially false and misleading statements made in the Company’s SEC filings and disclosures as they relate to various alleged transactions by the Company and management. The complaints sought unspecified damages, costs, and attorneys’ fees. These lawsuits were Hoffman v. RCI Hospitality Holdings, Inc., et al. (filed May 21, 2019, naming the Company and Eric Langan); Gu v. RCI Hospitality Holdings, Inc., et al. (filed May 28, 2019, naming the Company, Eric Langan, and Phil Marshall (who is no longer an officer of the Company)); and Grossman v. RCI Hospitality Holdings, Inc., et al. (filed June 28, 2019, naming the Company, Eric Langan, and Phil Marshall). The plaintiffs in all three cases moved to consolidate the purported class actions. On January 10, 2020 an order consolidating the Hoffman, Grossman, and Gu cases was entered by the Court. The consolidated case is styled In re RCI Hospitality Holdings, Inc., No. 4:19-cv-01841. On February 24, 2020, the plaintiffs in the consolidated case filed an Amended Class Action Complaint, continuing to allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and 10b-5 promulgated thereunder. In addition to naming the Company, Eric Langan, and Phil Marshall, the amended complaint also added former directors Nourdean Anakar and Steven Jenkins as defendants. On April 24, 2020, the Company and the individual defendants moved to dismiss the amended complaint for failure to state a claim upon which relief can be granted. On March 31, 2021, the court denied defendants’ motion to dismiss the lawsuit. On April 14, 2021, defendants filed their answer and affirmative defenses, denying liability as to all claims. On June 14, 2021, a scheduling order was entered in the case, setting January 9, 2023 as the trial date. On December 22, 2021, an amended scheduling order was entered, extending the trial date to April 7, 2023 and extending all other case deadlines. The Company vigorously defended against this action. In January 2022, the parties engaged in settlement discussions beginning with a formal mediation on January 13, 2022, which resulted in an agreement-in-principle to resolve the matter. The parties are in the process of negotiating a long-form settlement agreement, subject to preliminary and final court approval. On January 24, 2022, a Joint Notice of Settlement was filed, informing the District Court of the agreement-in-principle and the anticipation of executing a formal stipulation of settlement within 30 calendar days.

 

15
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

On January 21, 2022, Shiva Stein and Kevin McCarty filed a shareholder derivative action in the Southern District of Texas, Houston Division against former director Nourdean Anakar, Yura Barabash, former director Steven L. Jenkins, Eric Langan, Luke Lirot, former CFO Phillip K. Marshall, Elaine J. Martin, Allan Priaulx, and Travis Reese as defendants, as well as against RCI Hospitality Holdings, Inc. as nominal defendant. The action, styled Stein v. Anakar, et al., No. 4:22-mc-00149 (S.D. Tex.), alleges claims for breach of fiduciary duty based on alleged dissemination of inaccurate information, alleged failure to maintain internal controls, and alleged failure to properly manage company property. This action is in its preliminary phase, and a potential loss cannot yet be estimated. These allegations are substantively similar to claims asserted in the class action and a prior derivative action that was dismissed in June of 2021. RCI intends to vigorously defend against the action.

 

Other

 

On March 26, 2016, an image infringement lawsuit was filed in federal court in the Southern District of New York against the Company and several of its subsidiaries. Plaintiffs allege that their images were misappropriated, intentionally altered and published without their consent by clubs affiliated with the Company. The causes of action asserted in Plaintiffs’ Complaint include alleged violations of the Federal Lanham Act, the New York Civil Rights Act, and other statutory and common law theories. The Company contends that there is insurance coverage under an applicable insurance policy. The insurer has raised several issues regarding coverage under the policy. At this time, this disagreement remains unresolved. The Company has denied all allegations, continues to vigorously defend against the lawsuit and continues to believe the matter is covered by insurance.

 

16
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

On June 23, 2014, Mark H. Dupray and Ashlee Dupray filed a lawsuit against Pedro Antonio Panameno and our subsidiary JAI Dining Services (Phoenix) Inc. (“JAI Phoenix”) in the Superior Court of Arizona for Maricopa County. The suit alleged that Mr. Panameno injured Mr. Dupray in a traffic accident after being served alcohol at an establishment operated by JAI Phoenix. The suit alleged that JAI Phoenix was liable under theories of common law dram shop negligence and dram shop negligence per se. After a jury trial proceeded to a verdict in favor of the plaintiffs against both defendants, in April 2017 the Court entered a judgment under which JAI Phoenix’s share of compensatory damages is approximately $1.4 million and its share of punitive damages is $4 million. In May 2017, JAI Phoenix filed a motion for judgment as a matter of law or, in the alternative, motion for new trial. The Court denied this motion in August 2017. In September 2017, JAI Phoenix filed a notice of appeal. In June 2018, the matter was heard by the Arizona Court of Appeals. On November 15, 2018 the Court of Appeals vacated the jury’s verdict and remanded the case to the trial court. It is anticipated that a new trial will occur at some point in the future. JAI Phoenix will continue to vigorously defend itself.

 

As set forth in the risk factors as disclosed in our most recent Annual Report on Form 10-K, the adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. While we take steps to ensure that our adult entertainers are deemed independent contractors, from time to time, we are named in lawsuits related to the alleged misclassification of entertainers. Claims are brought under both federal and where applicable, state law. Based on the industry standard, the manner in which the independent contractor entertainers are treated at the clubs, and the entertainer license agreements governing the entertainer’s work at the clubs, the Company believes that these lawsuits are without merit. Lawsuits are handled by attorneys with an expertise in the relevant law and are defended vigorously.

 

General

 

In the regular course of business affairs and operations, we are subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. We assess the probability that we could incur liability in connection with certain of these lawsuits. Our assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. 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.

 

Settlements of lawsuits for the quarters ended December 31, 2021 and 2020 amount to approximately $192,000 and $152,000, respectively. As of December 31, 2021 and September 30, 2021, the Company has accrued $245,000 and $378,000 in accrued liabilities, respectively, related to settlement of lawsuits.

 

17
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

11. Segment Information

 

The Company owns and operates adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such segments based on management responsibility and the nature of the Company’s products, services and costs. There are no major distinctions in geographical areas served as all operations are in the United States. The Company measures segment profit (loss) as income (loss) from operations. Segment assets are those assets controlled by each reportable segment. The Other category below includes our media and energy drink divisions that are not significant to the consolidated financial statements.

 

Below is the financial information related to the Company’s segments (in thousands):

 

    2021     2020  
    For the Three Months  
    Ended December 31,  
    2021     2020  
Revenues (from external customers)                
Nightclubs   $ 46,781     $ 25,197  
Bombshells     14,771       13,006  
Other     284       195  
Total Revenues   $ 61,836     $ 38,398  
                 
Income (loss) from operations                
Nightclubs   $ 18,736     $ 8,495  
Bombshells     2,802       2,717  
Other     (43 )     (75 )
General corporate     (5,584 )     (4,554 )
Total Income (loss) from operations   $ 15,911     $ 6,583  
                 
Depreciation and amortization                
Nightclubs   $ 1,547     $ 1,324  
Bombshells     429       457  
Other     6       36  
General corporate     212       206  
Total Depreciation and amortization   $ 2,194     $ 2,023  
                 
Capital expenditures                
Nightclubs   $ 9,228     $ 1,130  
Bombshells     304       151  
Other     189       3  
General corporate     129       5  
Total Capital expenditures   $ 9,850     $ 1,289  

 

    December 31, 2021     September 30, 2021  
Total assets                
Nightclubs   $ 377,611     $ 280,561  
Bombshells     52,385       52,073  
Other     2,059       1,573  
General corporate     33,623       30,412  
 Total assets   $ 465,678     $ 364,619  

 

18
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Excluded from revenues in the table above are intercompany rental revenues of the Nightclubs and Corporate segments for the quarter ended December 31, 2021 amounting to $3.2 million and $168,000, respectively, and intercompany sales of Robust Energy Drink of Other segment amounting to $69,000. Excluded from revenues in the table above are intercompany rental revenues of the Nightclubs and Corporate segments for the quarter ended December 31, 2020 amounting to $2.8 million and $110,000, respectively, and intercompany sales of Robust Energy Drink of Other segment amounting to $26,000. These intercompany revenue amounts are eliminated upon consolidation.

 

General corporate expenses include corporate salaries, health insurance and social security taxes for officers, legal, accounting and information technology employees, corporate taxes and insurance, legal and accounting fees, depreciation and other corporate costs such as automobile and travel costs. Management considers these to be non-allocable costs for segment purposes.

 

Certain real estate assets previously wholly assigned to Bombshells have been subdivided and allocated to other future development or investment projects. Accordingly, those asset costs have been transferred out of the Bombshells segment.

 

12. Related Party Transactions

 

Presently, our Chairman and President, Eric Langan, personally guarantees all of the commercial bank indebtedness of the Company. Mr. Langan receives no compensation or other direct financial benefit for any of the guarantees. The balance of our commercial bank indebtedness, net of debt discount and issuance costs, as of December 31, 2021 and September 30, 2021, was $98.5 million and $99.7 million, respectively.

 

Included in the $17.0 million borrowing on October 12, 2021 (see Note 7) are notes borrowed from related parties—one note for $500,000 (Ed Anakar, an employee of the Company and brother of our former director Nourdean Anakar) and another note for $150,000 (from a brother of Company CFO, Bradley Chhay) in which the terms of the notes are the same as the rest of the lender group.

 

We used the services of Nottingham Creations, and previously Sherwood Forest Creations, LLC, both furniture fabrication companies that manufacture tables, chairs and other furnishings for our Bombshells locations, as well as providing ongoing maintenance. Nottingham Creations is owned by a brother of Eric Langan (as was Sherwood Forest). Amounts billed to us for goods and services provided by Nottingham Creations and Sherwood Forest were $24,037 and $0 during the three months ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and September 30, 2021, we owed Nottingham Creations and Sherwood Forest $0 and $12,205, respectively, in unpaid billings.

 

TW Mechanical LLC (“TW Mechanical”) provided plumbing and HVAC services to both a third-party general contractor providing construction services to the Company, as well as directly to the Company during fiscal 2022 and 2021. A son-in-law of Eric Langan owns a 50% interest in TW Mechanical. Amounts billed by TW Mechanical to the third-party general contractor were $0 and $0 for the three months ended December 31, 2021 and 2020, respectively. Amounts billed directly to the Company were $80,996 and $7,130 for the three months ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and September 30, 2021, the Company owed TW Mechanical $752 and $7,500, respectively, in unpaid direct billings.

 

19
 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

13. Leases

 

The Company leases certain facilities and equipment under operating leases. In relation to an acquisition that was completed on October 18, 2021 (see Note 4), the Company entered into leases with third parties for certain clubs where the real estate locations were not part of the acquisition.

 

Total lease expense included in selling, general and administrative expenses in our unaudited condensed consolidated statements of income for the three months ended December 31, 2021 and 2020 is as follows (in thousands):

 

 

   

Three Months Ended

December 31, 2021

   

Three Months Ended

December 31, 2020

 
Operating lease expense – fixed payments   $ 1,131     $ -  
Variable lease expense     334       64  
Short-term equipment and other lease expense (includes $72 and $57 recorded in advertising and marketing, and $83 and $88 recorded in repairs and maintenance for the three months ended December 31, 2021 and 2020, respectively; see Note 6)     330       229  
Sublease income     (2 )     (2 )
Total lease expense, net   $ 1,793     $ 1,120  
                 
Other information:                
Operating cash outflows from operating leases   $ 1,749     $ 1,091  
Weighted average remaining lease term – operating leases     12.4 years       12 years  
Weighted average discount rate – operating leases     5.7 %     6.1 %

 

Future maturities of operating lease liabilities as of December 31, 2021 are as follows (in thousands):

 

    Principal Payments     Interest Payments     Total Payments  
January - December 2022   $ 2,288     $     2,058     $ 4,346  
January - December 2023     2,291       1,927       4,218  
January - December 2024     2,475       1,790       4,265  
January - December 2025     2,702       1,641       4,343  
January - December 2026     2,915       1,480       4,395  
Thereafter     24,771       6,247       31,018  
 Future maturities of lease liabilities   $ 37,442     $ 15,143     $ 52,585  

 

20
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included in this quarterly report, and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended September 30, 2021.

 

Overview

 

RCI Hospitality Holdings, Inc. (“RCIHH”) is a holding company. Through our subsidiaries, we engage in a number of activities in the hospitality and related businesses. All services and management operations are conducted by subsidiaries of RCIHH, including RCI Management Services, Inc.

 

Through our subsidiaries, as of December 31, 2021, we operated a total of 58 establishments that offer live adult entertainment and/or restaurant and bar operations. We also operated a leading business communications company serving the multi-billion-dollar adult nightclubs industry. We have two principal reportable segments: Nightclubs and Bombshells. We combine operating segments not included in Nightclubs and Bombshells into “Other.” In the context of club and restaurant/sports bar operations, the terms the “Company,” “we,” “our,” “us” and similar terms used in this report refer to subsidiaries of RCIHH. RCIHH was incorporated in the State of Texas in 1994. Our corporate offices are located in Houston, Texas.

 

Ongoing Impact of COVID-19 Pandemic

 

Since the U.S. declaration of the COVID-19 pandemic as a national emergency in March 2020, we have had a major disruption in our business operations that threatened to significantly impact our cash flow. The pandemic 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.

 

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. Currently, all Bombshells and club locations are operating at normal business hours. New York is currently mandating vaccines for entry into restaurants, bars, and nightclubs.

 

21
 

 

Critical Accounting Policies and Estimates

 

The preparation of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 filed with the SEC on December 14, 2021.

 

During the three months ended December 31, 2021, there were no significant changes in our accounting policies and estimates other than the newly adopted accounting standards that are disclosed in Note 2 to our unaudited condensed consolidated financial statements.

 

Results of Operations

 

Highlights of the operating results of the Company during the three months ended December 31, 2021 are as follows:

 

  Total revenues were $61.8 million compared to $38.4 million during the comparable prior-year period, a 61.0% increase (Nightclubs revenue of $46.8 million compared to $25.2 million, an 85.7% increase; and Bombshells revenue of $14.8 million compared to $13.0 million, a 13.6% increase)
     
  Consolidated same-store sales increased by 21.8% (Nightclubs increased by 30.6% while Bombshells increased by 7.6%) (refer to the definition of same-store sales in the discussion of revenues below)
     
  Twelve newly acquired clubs contributed $6.3 million to revenues, while a newly constructed Bombshells contributed $796,000
     
  Basic and diluted earnings per share (“EPS”) of $1.12 compared to $1.07 (non-GAAP diluted EPS* of $1.10 compared to $0.39) during the comparable prior-year period
     
  Net cash provided by operating activities of $16.3 million compared to $6.3 million during the comparable prior-year period, a 159.2% increase (free cash flow* of $15.3 million compared to $5.7 million, a 169.3% increase)

 

* Reconciliation and discussion of non-GAAP financial measures are included in the “Non-GAAP Financial Measures” section below.

 

22
 

 

The following table summarizes our results of operations for the three months ended December 31, 2021 and 2020 (dollars in thousands):

 

    For the Three Months Ended        
    December 31, 2021     December 31, 2020     Better (Worse)  
    Amount    

% of

Revenues

    Amount    

% of

Revenues

    Amount     %  
Revenues                                    
Sales of alcoholic beverages   $ 26,431       42.7 %   $ 17,360       45.2 %   $ 9,071       52.3 %
Sales of food and merchandise     10,894       17.6 %     8,609       22.4 %     2,285       26.5 %
Service revenues     20,876       33.8 %     10,060       26.2 %     10,816       107.5 %
Other     3,635       5.9 %     2,369       6.2 %     1,266       53.4 %
Total revenues     61,836       100.0 %     38,398       100.0 %     23,438       61.0 %
Operating expenses                                                
Cost of goods sold                                                
Alcoholic beverages sold     4,834       18.3 %     3,262       18.8 %     (1,572 )     (48.2 )%
Food and merchandise sold     3,957       36.3 %     2,889       33.6 %     (1,068 )     (37.0 )%
Service and other     100       0.4 %     53       0.4 %     (47 )     (88.7 )%
Total cost of goods sold (exclusive of items shown separately below)     8,891       14.4 %     6,204       16.2 %     (2,687 )     (43.3 )%
Salaries and wages     16,505       26.7 %     11,486       29.9 %     (5,019 )     (43.7 )%
Selling, general and administrative     18,486       29.9 %     12,152       31.6 %     (6,334 )     (52.1 )%
Depreciation and amortization     2,194       3.5 %     2,023       5.3 %     (171 )     (8.5 )%
Other gains, net     (151 )     (0.2 )%     (50 )     (0.1 )%     101       202.0 %
Total operating expenses     45,925       74.3 %     31,815       82.9 %     (14,110 )     (44.4 )%
Income from operations     15,911       25.7 %     6,583       17.1 %     9,328       141.7 %
Other income (expenses)                                                
Interest expense     (2,604 )     (4.2 )%     (2,434 )     (6.3 )%     (170 )     (7.0 )%
Interest income     106       0.2 %     60       0.2 %     46       76.7 %
Non-operating gains, net     84       0.1 %     4,916       12.8 %     (4,832 )     (98.3 )%
Income before income taxes     13,497       21.8 %     9,125       23.8 %     4,372       47.9 %
Income tax expense (benefit)     2,933       4.7 %     (384 )     (1.0 )%     (3,317 )     (863.8 )%
Net income   $ 10,564       17.1 %   $ 9,509       24.8 %   $ 1,055       11.1 %

 

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

 

23
 

 

Revenues

 

Consolidated revenues increased by approximately $23.4 million, or 61.0%, compared to the prior-year quarter due primarily to partial recovery from the COVID-19 pandemic and sales from newly acquired clubs and a new Bombshells opening. Consolidated same-store sales increased by 21.8%. The 61.0% increase in consolidated revenues was primarily from a 22.9% increase from last year’s COVID-19 closures, a 19.2% increase from the impact of same-store sales growth, an 18.6% increase from new units, with a 0.4% increase from non-core operations.

 

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 definition stated above. Revenues outside of our Nightclubs and Bombshells reportable segments are excluded from same-store sales calculation.

 

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

 

    For the Three Months  
    Ended December 31,  
    2021     2020  
Nightclubs   $ 46,781     $ 25,197  
Bombshells     14,771       13,006  
Other     284       195  
    $ 61,836     $ 38,398  

 

Nightclubs revenues increased by 85.7% for the quarter ended December 31, 2021 compared to the prior-year quarter, where the prior-year first quarter was still heavily impacted by government restrictions related to COVID-19. For Nightclubs that were open enough days to qualify for same-store sales (refer to the definition of same-store sales in the preceding paragraph), sales increased by 30.6%. Newly acquired clubs contributed $6.3 million to the total Nightclubs revenue increase of $21.6 million.

 

Bombshells revenues increased by 13.6%, of which 7.6% was for same-store sales increase with the remaining increase caused by one new location.

 

Operating Expenses

 

Total operating expenses, as a percent of revenues, decreased to 74.3% from 82.9% from last year’s first quarter, although there was a $14.1 million increase, or 44.4%, which was mainly caused by significantly higher sales in the current-year quarter. Significant contributors to the changes in operating expenses are explained below.

 

Cost of goods sold increased by $2.7 million, or 43.3%, mainly due to higher sales. As a percent of total revenues, cost of goods sold decreased to 14.4% from 16.2% mainly due to the sales mix of higher-margin service revenues increasing.

 

Salaries and wages increased by $5.0 million, or 43.7%, due to increase in personnel and shifts to accommodate the increase in sales. As a percent of total revenues, salaries and wages were 26.7% from 29.9% mainly due to fixed salaries paid on higher sales.

 

Selling, general and administrative expenses increased by $6.3 million, or 52.1%, primarily due to increased variable expenses related to sales activity during the current-year quarter.

 

Depreciation and amortization increased by $171,000, or 8.5% due to new depreciable assets from newly acquired and constructed units partially offset by fully depreciated and sold assets.

 

Other gains, net increased by $101,000 mainly due to an increase in gain from properties sold, partially offset by a lower gain on insurance.

 

24
 

 

Income (Loss) from Operations

 

For the three months ended December 31, 2021 and 2020, our consolidated operating margin was 25.7% and 17.1%, respectively. The main driver for the increase in operating margin is the leveraging of fixed expenses on higher sales.

 

Segment contribution to income (loss) from operations is presented in the table below (in thousands):

 

    For the Three Months  
    Ended December 31,  
    2021     2020  
Nightclubs   $ 18,736     $ 8,495  
Bombshells     2,802       2,717  
Other     (43 )     (75 )
General corporate     (5,584 )     (4,554 )
    $ 15,911     $ 6,583  

 

Nightclubs operating margin was 40.1% and 33.7% for the three months ended December 31, 2021 and 2020, respectively, while operating margin for Bombshells was 19.0% and 20.9%, respectively. The increase in Nightclubs operating margin was mainly due to the increase in higher-margin service revenues and the leveraging of fixed operating costs and expenses in relation to higher sales. The decrease in Bombshells operating margin was mainly from pre-opening expenses for the new Bombshells unit.

 

Excluding certain items, non-GAAP operating income (loss) and non-GAAP operating margin are computed in the tables below (dollars in thousands). Refer to the discussion of Non-GAAP Financial Measures on page 26.

 

    For the Three Months Ended December 31, 2021  
    Nightclubs     Bombshells     Other     Corporate     Total  
Income (loss) from operations   $ 18,736     $ 2,802     $ (43 )   $ (5,584 )   $ 15,911  
Amortization of intangibles     47       3       -       -       50  
Settlement of lawsuits     177       10       -       5       192  
Loss (gain) on sale of businesses and assets     45       13       -       (400 )     (342 )
Gain on insurance     (1 )     -       -       -       (1 )
Non-GAAP operating income (loss)   $ 19,004     $ 2,828 <