UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
| Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 | ||
| The Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
☐
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.
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).
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by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller
reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report.
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $
As of December 8, 2020, there were approximately shares of common stock outstanding.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation, the following sections: Item 1 – “Business,” Item 1A – “Risk Factors,” and Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and, in particular, the risks discussed under the caption “Risk Factors” in Item 1A and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, the risks and uncertainties associated with (i) operating and managing an adult business, (ii) the business climates in cities where it operates, (iii) the success or lack thereof in launching and building the company’s businesses, (iv) cyber security, (v) conditions relevant to real estate transactions, (vi) the impact of the COVID-19 pandemic, and (vii) numerous other factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
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TABLE OF CONTENTS
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PART I
Item 1. Business.
INTRODUCTION
RCI Hospitality Holdings, Inc. is a holding company. Through our subsidiaries, we engaged in a number of activities in the hospitality and related businesses. As of September 30, 2020, our subsidiaries operated a total of 48 establishments that offer live adult entertainment and/or restaurant and bar operations. Together with its subsidiaries, RCI Hospitality Holdings, Inc. is collectively referred to as “RCIHH,” the “Company,” “we,” “us,” or “our” in this report. We also operate a leading business communications company serving the multibillion-dollar adult nightclubs industry. RCIHH was incorporated in the State of Texas in 1994 and became public in 1995.
Our fiscal year ends on September 30. References to years 2020, 2019, and 2018 are for fiscal years ended September 30, 2020, 2019, and 2018, respectively. Our fiscal quarters chronologically end on December 31, March 31, June 30 and September 30.
Our corporate website address is www.rcihospitality.com. Upon written request, we make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the SEC under the Securities Exchange Act of 1934, as amended (www.sec.gov). Information contained in the corporate website shall not be construed as part of this Form 10-K.
COVID-19 PANDEMIC
In March 2020, President Donald Trump declared the coronavirus disease 2019 (“COVID-19”) pandemic as a national public health emergency. The declaration resulted in a significant reduction in customer traffic in our clubs and restaurants due to changes in consumer behavior as social distancing practices, dining room closures and other restrictions were mandated or encouraged by federal, state and local governments. Since March 2020, we have temporarily closed and reopened several of our clubs and restaurants.
The temporary closure of our clubs and restaurants caused by the COVID-19 pandemic has presented operational challenges. Our strategy is to open locations in accordance with local and state guidelines and it is too early to know when and if they will generate positive cash flows for us. Depending on the timing and number of locations we are allowed to open, and their ability to generate positive cash flow, we may need to borrow funds to meet our obligations or consider selling certain assets. The COVID-19 pandemic is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms, especially the longer the COVID-19 pandemic lasts.
To augment an expected decline in operating cash flows caused by the COVID-19 pandemic, we instituted the following measures:
| ● | Arranged and continue to arrange for deferment of principal and interest payment on certain of our debts; | |
| ● | Furloughed employees working at our clubs and restaurants, except for a limited number of managers; | |
| ● | Pay cut for all remaining salaried and hourly employees and deferral of board of director compensation; | |
| ● | Deferred or modified certain fixed monthly expenses such as insurance, rent, and taxes, among others; | |
| ● | Canceled certain non-essential expenses such as advertising, cable, pest control, point-of-sale system support, and investor relations coverage, among others. |
On May 8, 2020, the Company received approval and funding under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) for its restaurants, shared service entity and lounge. See Notes 3, 10 and 11 to our consolidated financial statements. 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. As of the filing of this report, we have received ten Notices of PPP Forgiveness Payment from the Small Business Administration out of the twelve of our PPP loans granted. All of the notices received forgave 100% of each of the ten PPP loans totaling the amount of $4.9 million. No assurance can be provided that the Company will in fact obtain forgiveness of the remaining two PPP loans in whole or in part.
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. Lower sales, 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, including refinancing several of our debt obligations.
We continue to adhere to state and local government mandates regarding the pandemic and, since March 2020, have closed and reopened several of our locations depending on changing government mandates. As of the release of this report, we have reopened many of our club and Bombshells locations with certain operating hour restrictions and with limited occupancy.
OUR BUSINESS
We operate several businesses, which we aggregate for financial reporting purposes into two reportable segments – Nightclubs and Bombshells. Businesses not included as Nightclubs or Bombshells are combined as “Other.”
Nightclubs Segment
We operate our adult entertainment nightclubs through several brands that target many different demographics of customers by providing a unique, quality entertainment environment. Our clubs do business as Rick’s Cabaret, Jaguars Club, Tootsie’s Cabaret, XTC Cabaret, Club Onyx, Hoops Cabaret and Sports Bar, Scarlett’s Cabaret, Temptations Adult Cabaret, Foxy’s Cabaret, Vivid Cabaret, Downtown Cabaret, Cabaret East, The Seville, Silver City Cabaret, and Kappa Men’s Club. We also operate one dance club under the brand name Studio 80.
We generate revenue from our nightclubs through the sale of alcoholic beverages, food and merchandise items; service in the form of cover charge, dance fees, and room rentals; and through other related means such as ATM commissions and vending income, among others.
During fiscal 2020, our Nightclub segment sales mix was 46% service revenue; 36% alcoholic beverages; and 18% food, merchandise and other. Segment gross margin (revenues less cost of goods sold, divided by revenues) was approximately 89%. During the COVID-19 pandemic, our Nightclubs segment revenue declined by 41% and income from operations declined by 74% from the prior year. Same-stores sales for Nightclubs in 2020 was -9.0% with the impact of the pandemic excluded from comparable sales. With the impact of the pandemic included in comparable sales (see Adjusted Same-Store Sales on page 23), same-store sales would be -41.7%.
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Our Nightclubs segment continues to be heavily affected by the COVID-19 pandemic as most states have reissued directives for lockdowns and stricter safety restrictions in the fall of 2020 due to the resurgence of cases.
On November 5, 2019, the Company announced that its subsidiaries had signed definitive agreements to acquire the assets and related real estate of a well-established, top gentlemen’s club located in the Northeast Corridor for $15.0 million. The agreements terminated prior to closing. We provided the sellers notice of the termination in April 2020.
A list of our nightclub locations is in Item 2— “Properties.”
Bombshells Segment
Our Bombshells segment operates a restaurant and bar concept that sets itself apart with décor that pays homage to all branches of the U.S. military. Locations feature local DJs, large outdoor patios, and more than 75 state-of-the-art flat screen TVs for watching your favorite sports. All food and drink menu items have military names. Bombshell Girls, with their military-inspired uniforms, are a key attraction. Their mission, in addition to waitressing, is to interact with guests and generate a fun atmosphere. Bombshells is also open to franchising under our subsidiary, BMB Franchising Services, Inc., which has been approved to sell franchises in all 50 states. As of September 30, 2020, we operated ten Bombshells locations, all in Texas with one in Dallas, one in Austin, and eight in the Greater Houston area.
During fiscal 2020, Bombshells sales mix was 63% alcoholic beverages and 37% food, merchandise and other. Segment gross margin (revenues less cost of goods sold, divided by revenues) was approximately 77%. We grew Bombshells segment revenue by 40% and income from operations by 300% from prior year despite the COVID-19 pandemic. This was a result of being able to open the Bombshells locations as restaurants while bars were closed and the contribution of two new locations that opened in fiscal 2020. Same-stores sales for Bombshells in 2020 was +18.3% with the impact of the pandemic excluded from comparable sales. With the impact of the pandemic included in comparable sales (see Adjusted Same-Store Sales on page 23), same-store sales would be +6.5%.
We opened the first Bombshells in March 2013 in Dallas, quickly becoming one of the most popular restaurant destinations in the area. Within six years, eight more opened in the Austin and Houston, Texas areas, including two that were opened in fiscal 2019. In September 2016, we closed one Bombshells location in Webster, Texas. We opened one Bombshells on Interstate 10 (BMB I-10), east of Houston in December 2018, and another one on State Highway 249 (BMB 249), northwest of Houston in March 2019. In the current fiscal 2020, we opened one Bombshells in Katy, Texas (BMB Katy) in October 2019, and another on Southwest Freeway (BMB 59) in Houston, Texas in January 2020. Of the ten active Bombshells as of September 30, 2020, eight are freestanding pad sites and two are inline locations.
For a list of our Bombshells locations, refer to Item 2—“Properties.”
Other Segment
We group together all businesses not belonging to either Nightclubs and Bombshells as Other reportable segment. This is made up of several wholly-owned subsidiaries composed primarily of our Media Group and Drink Robust. Our Media Group is the leading business communications company serving the multibillion-dollar adult nightclubs industry and the adult retail products industry. It owns a national industry convention and tradeshow; two national industry trade publications; two national industry award shows; and more than a dozen industry and social media websites. Included in the Media Group is ED Publications, publishers of the bimonthly ED Club Bulletin, the only national business magazine serving the 2,200-plus adult nightclubs in North America, which collectively have annual revenues in excess of $5 billion, according to the Association of Club Executives. ED Publications, founded in 1991, also publishes the Annual VIP Guide of adult nightclubs, touring entertainers and industry vendors; produces the Annual Gentlemen’s Club Owners EXPO, a national convention and tradeshow; and offers the exclusive ED VIP Club Card, honored at more than 850 adult nightclubs. The Media Group produces two nationally recognized industry award shows for the readers of both ED Club Bulletin and StorErotica magazines, and maintains a number of B-to-B and consumer websites for both industries. Drink Robust is licensed to sell Robust Energy Drink in the United States.
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OUR STRATEGY
Our overall objective is to create value for our shareholders by developing and operating profitable businesses in the hospitality and related space. We strive to achieve that by providing an attractive price-value entertainment and dining experience; by attracting and retaining quality personnel; and by focusing on unit-level operating performance. Aside from our operating strategy, we employ a capital allocation strategy.
Capital Allocation Strategy
Our capital allocation strategy provides us with disciplined guidelines on how we should use our free cash flows; provided however, that we may deviate from this strategy if other strategic rationale warrants. We calculate free cash flow as net cash flows from operating activities minus maintenance capital expenditures. Using the after-tax yield of buying our own stock as baseline, management believes that we are able to make better investment decisions.
Based on our current capital allocation strategy:
| ● | We consider acquiring or developing our own clubs or restaurants that we believe have the potential to provide a minimum cash on cash return of 25%-33%, absent an otherwise strategic rationale; | |
| ● | We consider disposing of underperforming units to free up capital for more productive use; | |
| ● | We consider buying back our own stock if the after-tax yield on free cash flow is above 10%; | |
| ● | We consider paying down our most expensive debt if it makes sense on a tax-adjusted basis, or there is an otherwise strategic rationale. |
COMPETITION
The adult entertainment and the restaurant/sports bar businesses are highly competitive with respect to price, service and location. All of our nightclubs compete with a number of locally owned adult clubs, some of whose brands may have name recognition that equals that of ours. The names “Rick’s” and “Rick’s Cabaret,” “Tootsie’s Cabaret,” “XTC Cabaret,” “Scarlett’s,” “Silver City,” “Club Onyx,” “Downtown Cabaret,” “Temptations,” “The Seville,” “Jaguars,” “Hoops Cabaret,” and “Foxy’s Cabaret” are proprietary. In the restaurant/sports bar business, “Bombshells” is also proprietary. We believe that the combination of our existing brand name recognition and the distinctive entertainment environment that we have created allows us to compete effectively in the industry and within the cities where we operate. Although we believe that we are well positioned to compete successfully, there can be no assurance that we will be able to maintain our high level of name recognition and prestige within the marketplace.
GOVERNMENTAL REGULATIONS
We are subject to various federal, state and local laws affecting our business activities. Particularly in Texas, the authority to issue a permit to sell alcoholic beverages is governed by the Texas Alcoholic Beverage Commission (“TABC”), which has the authority, in its discretion, to issue the appropriate permits. We presently hold a Mixed Beverage Permit and a Late Hour Permit at numerous Texas locations. Minnesota, North Carolina, Louisiana, Arizona, Pennsylvania, Florida, New York, and Illinois have similar laws that may limit the availability of a permit to sell alcoholic beverages or that may provide for suspension or revocation of a permit to sell alcoholic beverages in certain circumstances. It is our policy, prior to expanding into any new market, to take steps to ensure compliance with all licensing and regulatory requirements for the sale of alcoholic beverages, as well as the sale of food.
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In addition to various regulatory requirements affecting the sale of alcoholic beverages, in many cities where we operate, the location of an adult entertainment cabaret is subject to restriction by city, county or other governmental ordinance. The prohibitions deal generally with distance from schools, churches and other sexually oriented businesses, and contain restrictions based on the percentage of residences within the immediate vicinity of the sexually oriented business. The granting of a sexually oriented business permit is not subject to discretion; the permit must be granted if the proposed operation satisfies the requirements of the ordinance. In all states where we operate, management believes we are in compliance with applicable city, county, state or other local laws governing the sale of alcohol and sexually oriented businesses.
TRADEMARKS
Our rights to the trade names “RCI Hospitality Holdings, Inc.,” “Rick’s,” “Rick’s Cabaret,” “Tootsie’s Cabaret,” “Club Onyx,” “XTC Cabaret,” “Temptations,” “Jaguars,” “Downtown Cabaret,” “Cabaret East,” “Bombshells Restaurant and Bar,” and “Vee Lounge” are established under common law, based upon our substantial and continuous use of these trade names in interstate commerce, some of which have been in use at least as early as 1987. We have registered our service mark, “RICK’S AND STARS DESIGN,” and the “BOMBSHELLS RESTAURANT & BAR” logo design with the United States Patent and Trademark Office. We have also obtained service mark registrations from the Patent and Trademark Office for “RICK’S AND STARS DESIGN” logo, “RCI HOSPITALITY HOLDINGS, INC.,” “RICK’S,” “RICK’S CABARET,” “CLUB ONYX,” “XTC CABARET,” “SCARLETT’S CABARET,” “SILVER CITY CABARET,” “BOMBSHELLS RESTAURANT AND BAR,” “THE SEVILLE CLUB,” “DOWN IN TEXAS SALOON,” “CLUB DULCE,” “THE BLACK ORCHID,” “HOOPS CABARET,” “VEE LOUNGE,” “STUDIO 80,” “FOXY’S CABARET,” “EXOTIC DANCER,” and “TOYS FOR TATAS” are registered through service mark registrations issued by the United States Patent and Trademark Office. As of this date, we have pending registration applications for the names “TOOTSIES CABARET,” “In The Biz,” and “Bombshells Officer’s Club.” We also own the rights to numerous trade names associated with our media division. There can be no assurance that these steps we have taken to protect our service marks will be adequate to deter misappropriation of our protected intellectual property rights.
EMPLOYEES AND INDEPENDENT CONTRACTORS
Our people are employed by the parent company or by any of its subsidiaries. Executive officers are employed by the parent company; shared services personnel and managers responsible for multiple clubs or restaurants are employed by RCI Management Services, Inc.; and the rest are employed by the individual operating entities. As of September 30, 2020, we had the following employees:
| Operations | ||||||||||||||||
| Managers | Non-Managers | Corporate | Total | |||||||||||||
| Hourly | 17 | 1,735 | 20 | 1,772 | ||||||||||||
| Salaried | 228 | 21 | 53 | 302 | ||||||||||||
| 245 | 1,756 | 73 | 2,074 | |||||||||||||
Additionally, as of September 30, 2020, we had independent contractor entertainers who are self-employed and conduct business at our locations on a non-exclusive basis. Our entertainers at Rick’s Cabaret in Minneapolis, Minnesota and at Jaguars Club in Phoenix, Arizona act as commissioned employees. All employees and independent contractors sign arbitration non-class-action participation agreements where allowed by federal and state laws. None of our employees are represented by a union. We consider our employee relations to be good.
We believe that the adult entertainment industry standard of treating entertainers as independent contractors provides us with safe harbor protection to preclude payroll tax assessment. We have prepared plans that we believe will protect our profitability in the event that the sexually oriented business industry is required in all states to convert entertainers, who are now independent contractors, into employees. See related discussion in “Risk Factors” below.
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Item 1A. Risk Factors.
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below before deciding to purchase shares of our common stock. If any of the events, contingencies, circumstances or conditions described in the risks below actually occurs, our business, financial condition or results of operations could be seriously harmed. The trading price of our common stock could, in turn, decline and you could lose all or part of your investment.
A summary of our risk factors is as follows:
Risks related to general macroeconomic and safety conditions
| o | The novel coronavirus (COVID-19) pandemic has disrupted and is expected to continue to disrupt our business, which has and could continue to materially affect our operations, financial condition and results of operations for an extended period of time. |
| o | If we are unable to maintain compliance with certain of our debt covenants or unable to obtain waivers, we may be unable to make additional borrowings and be declared in default where our debt will be made immediately due and payable. In addition, global economic conditions may make it more difficult to access new credit facilities. |
| o | We have recorded impairment charges in past periods and may record additional impairment charges in future periods. |
Risks related to regulations and/or regulatory agencies
| o | Our business operations are subject to regulatory uncertainties which may affect our ability to continue operations of existing nightclubs, acquire additional nightclubs, or be profitable. |
| o | The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. If federal or state law mandates that they be classified as employees, our business could be adversely impacted. |
| o | Our revenues could be significantly affected by limitations relating to permits to sell alcoholic beverages. |
| o | Activities or conduct at our nightclubs may cause us to lose necessary business licenses, expose us to liability, or result in adverse publicity, which may increase our costs and divert management’s attention from our business. |
Risks related to our business
| o | We may deviate from our present capital allocation strategy. |
| o | We may need additional financing, or our business expansion plans may be significantly limited. |
| o | There is substantial competition in the nightclub entertainment industry, which may affect our ability to operate profitably or acquire additional clubs. |
| o | The adult entertainment industry is extremely volatile. |
| o | Private advocacy group actions targeted at the kind of adult entertainment we offer could result in limitations and our inability to operate in certain locations and negatively impact our business. |
| o | We rely heavily on information technology in our operations and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business. |
| o | Security breaches of confidential customer information or personal employee information may adversely affect our business. |
| o | Our acquisitions may result in disruptions in our business and diversion of management’s attention. |
| o | The impact of new club or restaurant openings could result in fluctuations in our financial performance. |
| o | We incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives. | |
| o | We have identified a material weakness in our internal control over financial reporting. |
| o | We may have uninsured risks in excess of our insurance coverage. |
| o | Our previous liability insurer may be unable to provide coverage to us and our subsidiaries. |
| o | The protection provided by our service marks is limited. |
| o | We are dependent on key personnel. |
| o | A failure to maintain food safety throughout the supply chain and food-borne illness concerns may have an adverse effect on our business. |
| o | Other risk factors may adversely affect our financial performance. |
Risk related to our common stock
| o | We must continue to meet NASDAQ Global Market Continued Listing Requirements, or we risk delisting. |
| o | We may be subject to allegations, defamations, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose customers and/or contribute to a deflation of our stock price. |
| o | Our quarterly operating results may fluctuate and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price. |
| o | Anti-takeover effects of the issuance of our preferred stock could adversely affect our common stock. |
| o | Future sales or the perception of future sales of a substantial amount of our common stock may depress our stock price. |
| o | Our stock price has been volatile and may fluctuate in the future. |
| o | Cumulative voting is not available to our stockholders. |
| o | Our directors and officers have limited liability and have rights to indemnification. |
Details of our risk factors are as follows:
Risks related to general macroeconomic and safety conditions
The novel coronavirus (COVID-19) pandemic has disrupted and is expected to continue to disrupt our business, which has and could continue to materially affect our operations, financial condition and results of operations for an extended period of time.
The COVID-19 pandemic has had an adverse effect that is material on our business. The COVID-19 pandemic, federal, state and local government responses to COVID-19, our customers’ responses to the pandemic, and our Company’s responses to the pandemic have all disrupted and will continue to disrupt our business. In the United States, as well as globally, individuals are being encouraged to practice social distancing, restricted from gathering in groups and, in some areas, placed on complete restriction from non-essential movements outside of their homes. In response to the COVID-19 pandemic and these changing conditions, we temporarily closed all of our clubs and restaurants on March 18, 2020. We furloughed club and restaurant employees, except for a limited number of unit managers, and implemented cost savings measures throughout our operations. We have since reopened many of our club and Bombshells locations with certain operating hour restrictions and with limited occupancy. The COVID-19 pandemic’s impact on the economy in general could also adversely affect our customers’ financial condition, resulting in reduced spending at our clubs and restaurants. The COVID-19 pandemic and these responses have affected and will continue to adversely affect our customer traffic, sales and operating costs and we cannot predict how long the pandemic will last or what other government responses may occur.
If the business interruptions caused by COVID-19 last longer than we expect, we may need to seek other sources of liquidity. The COVID-19 pandemic is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms, especially the longer the COVID-19 pandemic lasts.
Our club and restaurant operations could be further disrupted if any of our employees are diagnosed with COVID-19 and the circumstances require quarantine of some or all of a club or restaurant’s employees and disinfection of the facilities. If a significant percentage of our workforce is unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, our operations may be negatively impacted, potentially materially adversely affecting our liquidity, financial condition or results of operations. Those employees might seek and find other employment during our business interruption, which could materially adversely affect our ability to properly staff and reopen our clubs and restaurants with experienced team members when permitted to do so by governments.
Our suppliers could be adversely impacted by the COVID-19 pandemic. If our suppliers’ employees are unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, we could face shortages of food items or other supplies at our restaurants and our operations and sales could be adversely impacted by such supply interruptions.
The equity markets in the United States have been extremely volatile due to the COVID-19 pandemic and the Company’s stock price has fluctuated significantly.
We cannot predict how soon we will be able to reopen all our clubs and restaurants, as our ability to reopen our locations will depend in part on the actions of a number of governmental bodies over which we have no control. Moreover, once restrictions are lifted, it is unclear how quickly customers will return to our clubs and restaurants, which may be a function of continued concerns over safety and/or depressed consumer sentiment due to adverse economic conditions, including job losses. Considering the significant uncertainty as to when we can reopen some or all of our locations and the uncertain customer demand environment, in addition to the actions described above, we have taken action to reduce our cash expenditures, which may impact our future growth, refer to Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations discussions on Liquidity for further information.
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If we are unable to maintain compliance with certain of our debt covenants or unable to obtain waivers, we may be unable to make additional borrowings and be declared in default where our debt will be made immediately due and payable. In addition, global economic conditions may make it more difficult to access new credit facilities.
Our liquidity position is, in part, dependent upon our ability to borrow funds from financial institutions and/or private individuals. Certain of our debts have financial covenants that require us to maintain certain operating income to debt service ratios. As of September 30, 2020, we were in compliance with all covenants or have obtained waivers. However, as a result of the COVID-19 outbreak, our total revenues have decreased significantly, and we have implemented certain operational changes in order to address the evolving challenges presented by the global pandemic on our operations. Due to the impact of COVID-19, our financial performance in future fiscal quarters will be negatively impacted. A failure to comply with the financial covenants under our credit facility or obtain waivers would give rise to an event of default under the terms of certain of our debts, allowing the lenders to accelerate repayment of any outstanding debt.
We have recorded impairment charges in past periods and may record additional impairment charges in future periods.
Our nightclubs are often acquired with a purchase price based on historical EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). This results in certain nightclubs carrying a substantial amount of intangible asset value, mostly allocated to licenses and goodwill. Generally accepted accounting principles require periodic impairment review of indefinite-lived intangible assets, long-lived assets, and goodwill to determine if, or when events and circumstances indicate that, the fair value of these assets is not recoverable. As a result of our periodic impairment reviews, we recorded impairment charges of $10.6 million in 2020 (representing $7.9 million goodwill impairment on seven club reporting units, $2.3 million of license impairment on two clubs, $302,000 property and equipment impairment on one club and one Bombshells, and $104,000 of operating lease right-of-use asset impairment on one club); $6.0 million in 2019 (representing $4.2 million property and equipment impairment on two clubs, $1.6 million goodwill impairment on four clubs, and $178,000 of license impairment on one club); and $5.6 million in 2018 (representing a $1.6 million of property and equipment impairment on one club and one Bombshells, $834,000 goodwill impairment on two clubs, and $3.1 million of license impairment on three clubs). A huge portion, if not all, of the impairments in 2020 relates to the current and projected decline in EBITDA caused by the COVID-19 pandemic. If difficult market and economic conditions materialize over the next year and/or we experience a decrease in revenue at one or more nightclubs or restaurants, we could incur a decline in fair value of one or more of our nightclubs or restaurants. This could result in future impairment charges of up to the total value of our tangible and intangible assets, including goodwill. We actively monitor our clubs and restaurants for any indication of impairment.
Risks related to regulations and/or regulatory agencies
Our business operations are subject to regulatory uncertainties which may affect our ability to continue operations of existing nightclubs, acquire additional nightclubs, or be profitable.
Adult entertainment nightclubs are subject to local, state and federal regulations. Our business is regulated by local zoning, local and state liquor licensing, local ordinances, and state and federal time place and manner restrictions. The adult entertainment provided by our nightclubs has elements of speech and expression and, therefore, enjoys some protection under the First Amendment to the United States Constitution. However, the protection is limited to the expression, and not the conduct of an entertainer. While our nightclubs are generally well established in their respective markets, there can be no assurance that local, state and/or federal licensing and other regulations will permit our nightclubs to remain in operation or profitable in the future.
The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. If federal or state law mandates that they be classified as employees, our business could be adversely impacted.
The adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. The Internal Revenue Service regulations and applicable state law guidelines regarding independent contractor classification are subject to judicial and agency interpretation, and it could be determined that the independent contractor classification is inapplicable. Further, if legal standards for classification of independent contractors change, it may be necessary to modify our compensation structure for these adult entertainers, including by paying additional compensation or reimbursing expenses. While we take steps to ensure that our adult entertainers are deemed independent contractors, if our adult entertainers are determined to have been misclassified as independent contractors, we would incur additional exposure under federal and state law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose, and could damage our ability to attract and retain other personnel.
Our revenues could be significantly affected by limitations relating to permits to sell alcoholic beverages.
We derive a significant portion of our revenues from the sale of alcoholic beverages. States in which we operate may have laws which may limit the availability of a permit to sell alcoholic beverages, or which may provide for suspension or revocation of a permit to sell alcoholic beverages in certain circumstances. The temporary or permanent suspension or revocations of any such permits would have a material adverse effect on our revenues, financial condition and results of operations. In all states where we operate, management believes we are in compliance with applicable city, county, state or other local laws governing the sale of alcohol.
Activities or conduct at our nightclubs may cause us to lose necessary business licenses, expose us to liability, or result in adverse publicity, which may increase our costs and divert management’s attention from our business.
We are subject to risks associated with activities or conduct at our nightclubs that are illegal or violate the terms of necessary business licenses. Some of our nightclubs operate under licenses for sexually oriented businesses and are afforded some protection under the First Amendment to the U.S. Constitution. While we believe that the activities at our nightclubs comply with the terms of such licenses, and that the element of our business that constitutes an expression of free speech under the First Amendment to the U.S. Constitution is protected, activities and conduct at our nightclubs may be found to violate the terms of such licenses or be unprotected under the U.S. Constitution. This protection is limited to the expression and not the conduct of an entertainer. An issuing authority may suspend or terminate a license for a nightclub found to have violated the license terms. Illegal activities or conduct at any of our nightclubs may result in negative publicity or litigation. Such consequences may increase our cost of doing business, divert management’s attention from our business and make an investment in our securities unattractive to current and potential investors, thereby lowering our profitability and our stock price.
We have developed comprehensive policies aimed at ensuring that the operation of each of our nightclubs is conducted in conformance with local, state and federal laws. We have a “no tolerance” policy on illegal drug use in or around our facilities. We continually monitor the actions of entertainers, waitresses and customers to ensure that proper behavior standards are met. However, such policies, no matter how well designed and enforced, can provide only reasonable, not absolute, assurance that the policies’ objectives are being achieved. Because of the inherent limitations in all control systems and policies, there can be no assurance that our policies will prevent deliberate acts by persons attempting to violate or circumvent them. Notwithstanding the foregoing limitations, management believes that our policies are reasonably effective in achieving their purposes.
Risks related to our business
We may deviate from our present capital allocation strategy.
We believe that our present capital allocation strategy will provide us with optimized returns. However, implementation of our capital allocation strategy depends on the interplay of several factors such as our stock price, our outstanding common shares, the interest rates on our debt, and the rate of return on available investments. If these factors are not conducive to implementing our present capital allocation strategy, or we determine that adopting a different capital allocation strategy is in the best interest of shareholders, we reserve the right to deviate from this approach. There can be no assurance that we will not deviate from or adopt an alternative capital allocation strategy moving forward.
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We may need additional financing, or our business expansion plans may be significantly limited.
If cash generated from our operations is insufficient to satisfy our working capital and capital expenditure requirements, we will need to raise additional funds through the public or private sale of our equity or debt securities. The timing and amount of our capital requirements will depend on a number of factors, including cash flow and cash requirements for nightclub acquisitions and new restaurant development. If additional funds are raised through the issuance of equity or convertible debt securities, the ownership percentage of our then-existing shareholders will be reduced. We cannot ensure that additional financing will be available on terms favorable to us, if at all. Any future equity financing, if available, may result in dilution to existing shareholders; and debt financing, if available, may include restrictive covenants. Any failure by us to procure timely additional financing, if needed, will have material adverse consequences on our business operations.
There is substantial competition in the nightclub entertainment industry, which may affect our ability to operate profitably or acquire additional clubs.
Our nightclubs face substantial competition. Some of our competitors may have greater financial and management resources than we do. Additionally, the industry is subject to unpredictable competitive trends and competition for general entertainment dollars. There can be no assurance that we will be able to remain profitable in this competitive industry.
The adult entertainment industry is extremely volatile.
Historically, the adult entertainment, restaurant and bar industry has been an extremely volatile industry. The industry tends to be extremely sensitive to the general local economy, in that when economic conditions are prosperous, adult entertainment industry revenues increase, and when economic conditions are unfavorable, entertainment industry revenues decline. Coupled with this economic sensitivity are the trendy personal preferences of the customers who frequent adult cabarets. We continuously monitor trends in our customers’ tastes and entertainment preferences so that, if necessary, we can make appropriate changes which will allow us to remain one of the premiere adult cabarets. However, any significant decline in general corporate conditions or uncertainties regarding future economic prospects that affect consumer spending could have a material adverse effect on our business. In addition, we have historically catered to a clientele base from the upper end of the market. Accordingly, further reductions in the amounts of entertainment expenses allowed as deductions from income under the Internal Revenue Code of 1954, as amended, could adversely affect sales to customers dependent upon corporate expense accounts.
Private advocacy group actions targeted at the kind of adult entertainment we offer could result in limitations and our inability to operate in certain locations and negatively impact our business.
Our ability to operate successfully depends on the protection provided to us under the First Amendment to the U.S. Constitution. From time to time, private advocacy groups have sought to target our nightclubs by petitioning for non-renewal of certain of our permits and licenses. Furthermore, private advocacy groups which have influences on certain financial institutions have managed to sway these financial institutions into not doing business with us. In addition to possibly limiting our operations and financing options, negative publicity campaigns, lawsuits and boycotts could negatively affect our businesses and cause additional financial harm by discouraging investors from investing in our securities or requiring that we incur significant expenditures to defend our business.
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We rely heavily on information technology in our operations and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.
Our operations and corporate functions rely heavily on information systems, including point-of-sale processing, management of our supply chain, payment of obligations, collection of cash, electronic communications, data warehousing to support analytics, finance and accounting systems, mobile technologies to enhance the customer experience, and other various processes and procedures, some of which are handled by third parties. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security relating to these systems could result in delays in consumer service and reduce efficiency in our operations. These problems could adversely affect our results of operations, and remediation could result in significant, unplanned capital investments.
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Security breaches of confidential customer information or personal employee information may adversely affect our business.
A significant portion of our revenues are paid through debit and credit cards. Other restaurants and retailers have experienced significant security breaches in which debit and credit card information or other personal information of their customers have been stolen. We also maintain certain personal information regarding our employees. Although we aim to safeguard our technology systems, they could potentially be vulnerable to damage, disability or failures due to physical theft, fire, power outage, telecommunication failure or other catastrophic events, as well as from internal and external security breaches, employee error or malfeasance, denial of service attacks, viruses, worms and other disruptive problems caused by hackers and cyber criminals. A breach in our systems that compromises the information of our customers or employees could result in widespread negative publicity, damage to our reputation, a loss of customers, and legal liabilities. We may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising from the actual or alleged theft of our customers’ debit and credit card information or if customer or employee information is obtained by unauthorized persons or used inappropriately. Any such claim or proceeding, or any adverse publicity resulting from such an event, may have a material adverse effect on our business.
Our acquisitions may result in disruptions in our business and diversion of management’s attention.
We have made and may continue to make acquisitions of complementary nightclubs, restaurants or related operations. Any acquisitions will require the integration of the operations, products and personnel of the acquired businesses and the training and motivation of these individuals. Such acquisitions may disrupt our operations and divert management’s attention from day-to-day operations, which could impair our relationships with current employees, customers and partners. We may also incur debt or issue equity securities to pay for any future acquisitions. These issuances could be substantially dilutive to our stockholders. In addition, our profitability may suffer because of acquisition-related costs or amortization, or impairment costs for acquired goodwill and other intangible assets. If management is unable to fully integrate acquired business, products or persons with existing operations, we may not receive the benefits of the acquisitions, and our revenues and stock trading price may decrease.
The impact of new club or restaurant openings could result in fluctuations in our financial performance.
Performance of any new club or restaurant location will usually differ from its originally targeted performance due to a variety of factors, and these differences may be material. New clubs and restaurants typically encounter higher customer traffic and sales in their initial months, which may decrease over time. Accordingly, sales achieved by new or reconcepted locations may not be indicative of future operating results. Additionally, we incur substantial pre-opening expenses each time we open a new establishment, which expenses may be higher than anticipated. Due to the foregoing factors, results for any one fiscal quarter are not necessarily indicative of results to be expected for any other fiscal quarter or for a full fiscal year.
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We incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives.
We will incur significant legal, accounting and other expenses that our non-public competition does not incur. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as well as new rules subsequently implemented by the SEC, have imposed various requirements on public companies, including requiring certain corporate governance practices. Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and effective disclosure controls and procedures. In particular, under Section 404 of the Sarbanes-Oxley Act, we are required to perform system and process evaluation and testing on the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm is required to report on the effectiveness of our internal control over financial reporting. In performing this evaluation and testing, both our management and our independent registered public accounting firm concluded that our internal control over financial reporting is not effective as of September 30, 2020 because of a material weakness. We are, however, addressing this issue and remediating our material weakness. Upon finalizing the remediation of this material weakness, we believe our internal control will be deemed effective. Correcting this issue, and thereafter our continued compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. Moreover, if we are not able to correct our internal control issues and comply with the requirements of Section 404 in a timely manner, or if in the future we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
We have identified a material weakness in our internal control over financial reporting.
Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2020 and concluded that we did not maintain effective internal control over financial reporting. Specifically, management identified a material weakness over the income tax provision—see Item 9A, “Controls and Procedures,” below. While certain actions have been taken to implement a remediation plan to address this material weakness and to enhance our internal control over financial reporting, if this material weakness is not remediated, it could adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which could negatively affect investor confidence in our company, and, as a result, the value of our common stock could be adversely affected.
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We may have uninsured risks in excess of our insurance coverage.
We maintain insurance in amounts we consider adequate for personal injury and property damage to which the business of the Company may be subject. However, there can be no assurance that uninsured liabilities in excess of the coverage provided by insurance, which liabilities may be imposed pursuant to the Texas “dram shop” statute or similar “dram shop” statutes or common law theories of liability in other states where we operate or expand. For example, the Texas “dram shop” statute provides a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to such person if it was apparent to the server that the individual being sold, served or provided with an alcoholic beverage was obviously intoxicated to the extent that he presented a clear danger to himself and others. An employer is not liable for the actions of its employee who over-serves if (i) the employer requires its employees to attend a seller training program approved by the TABC; (ii) the employee has actually attended such a training program; and (iii) the employer has not directly or indirectly encouraged the employee to violate the law. It is our policy to require that all servers of alcohol working at our clubs in Texas be certified as servers under a training program approved by the TABC, which certification gives statutory immunity to the sellers of alcohol from damage caused to third parties by those who have consumed alcoholic beverages at such establishment pursuant to the TABC. There can be no assurance, however, that uninsured liabilities may not arise in the markets in which we operate which could have a material adverse effect on the Company.
Our previous liability insurer may be unable to provide coverage to us and our subsidiaries.
As previously reported, the Company and its subsidiaries were insured under a liability policy issued by Indemnity Insurance Corporation, RRG (“IIC”) through October 25, 2013. The Company and its subsidiaries changed insurance companies on that date.
On November 7, 2013, the Court of Chancery of the State of Delaware entered a Rehabilitation and Injunction Order (“Rehabilitation Order”), which declared IIC impaired, insolvent and in an unsafe condition and placed IIC under the supervision of the Insurance Commissioner of the State of Delaware (“Commissioner”) in her capacity as receiver (“Receiver”). The Rehabilitation Order empowered the Commissioner to rehabilitate IIC through a variety of means, including gathering assets and marshaling those assets, as necessary. Further, the order stayed or abated pending lawsuits involving IIC as the insurer until May 6, 2014.
On April 10, 2014, the Court of Chancery of the State of Delaware entered a Liquidation and Injunction Order With Bar Date (“Liquidation Order”), which ordered the liquidation of IIC and terminated all insurance policies or contracts of insurance issued by IIC. The Liquidation Order further ordered that all claims against IIC must have been filed with the Receiver before the close of business on January 16, 2015 and that all pending lawsuits involving IIC as the insurer were further stayed or abated until October 7, 2014. As a result, the Company and its subsidiaries no longer had insurance coverage under the liability policy with IIC. The Company has retained counsel to defend against and evaluate these claims and lawsuits. We are funding 100% of the costs of litigation and will seek reimbursement from the bankruptcy receiver. The Company filed the appropriate claims against IIC with the Receiver before the January 16, 2015 deadline and has provided updates as requested; however, there are no assurances of any recovery from these claims. It is unknown at this time what effect this uncertainty will have on the Company. As previously stated, since October 25, 2013, the Company obtained general liability coverage from other insurers, which have covered and/or will cover any claims arising from actions after that date. As of September 30, 2020, we have 2 remaining unresolved claims out of the original 71 claims.
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The protection provided by our service marks is limited.
Our rights to the trade names “RCI Hospitality Holdings, Inc.,” “Rick’s,” “Rick’s Cabaret,” “Tootsie’s Cabaret,” “Club Onyx,” “XTC Cabaret,” “Temptations,” “Jaguars,” “Downtown Cabaret,” “Cabaret East,” “Bombshells Restaurant and Bar,” and “Vee Lounge” are established under common law, based upon our substantial and continuous use of these trade names in interstate commerce, some of which have been in use at least as early as 1987. We have registered our service mark, “RICK’S AND STARS DESIGN,” and the “BOMBSHELLS RESTAURANT & BAR” logo design with the United States Patent and Trademark Office. We have also obtained service mark registrations from the Patent and Trademark Office for “RICK’S AND STARS DESIGN” logo, “RCI HOSPITALITY HOLDINGS, INC.,” “RICKS,” “RICK’S CABARET,” “CLUB ONYX,” “XTC CABARET,” “SCARLETT’S CABARET,” “SILVER CITY CABARET,” “BOMBSHELLS RESTAURANT AND BAR,” “THE SEVILLE CLUB,” “DOWN IN TEXAS SALOON,” “CLUB DULCE,” “THE BLACK ORCHID,” “HOOPS CABARET,” “VEE LOUNGE,” “STUDIO 80,” “FOXY’S CABARET,” “EXOTIC DANCER,” and “TOYS FOR TATAS” are registered through service mark registrations issued by the United States Patent and Trademark Office. As of this date, we have pending registration applications for the names “TOOTSIES CABARET,” “In The Biz,” and “Bombshells Officer’s Club.” We also own the rights to numerous trade names associated with our media division. There can be no assurance that the steps we have taken to protect our service marks will be adequate to deter misappropriation of our protected intellectual property rights. Litigation may be necessary in the future to protect our rights from infringement, which may be costly and time consuming. The loss of the intellectual property rights owned or claimed by us could have a material adverse effect on our business.
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We are dependent on key personnel.
Our future success is dependent, in a large part, on retaining the services of Eric Langan, our President and Chief Executive Officer, and Bradley Chhay, our Chief Financial Officer. Mr. Langan possesses a unique and comprehensive knowledge of our industry. While Mr. Langan has no present plans to leave or retire in the near future, his loss could have a negative effect on our operating, marketing and financial performance if we are unable to find an adequate replacement with similar knowledge and experience within our industry. Mr. Chhay possesses thorough familiarity with our accounting system and how it affects our operations. Mr. Chhay is also vital in our due diligence efforts when acquiring clubs. We maintain key-man life insurance with respect to Mr. Langan but not for Mr. Chhay. Mr. Langan’s employment agreement recently expired. Although we are presently in the process of negotiating a new employment agreement with Mr. Langan, there can be no assurance that Mr. Langan will continue to be employed by us. We have not entered into a formal employment agreement with Mr. Chhay since his appointment as CFO in September 2020.
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A failure to maintain food safety throughout the supply chain and food-borne illness concerns may have an adverse effect on our business.
Food safety is a top priority, and we dedicate substantial resources to ensuring that our guests enjoy safe, quality food products. However, food safety issues could be caused at the point of source or by food suppliers or distributors and, as a result, be out of our control. In addition, regardless of the source or cause, any report of food-borne illnesses such as E. coli, hepatitis A, trichinosis or salmonella, and other food safety issues including food tampering or contamination, at one of our restaurants or clubs could adversely affect the reputation of our brands and have a negative impact on our sales. Even instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the food service industry generally and adversely impact our sales. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins.
Other risk factors may adversely affect our financial performance.
Other risk factors that could cause our actual results to differ materially from those indicated in the forward-looking statements by affecting, among many things, pricing, consumer spending and consumer confidence, include, without limitation, changes in economic conditions and financial and credit markets, credit availability, increased fuel costs and availability for our employees, customers and suppliers, health epidemics or pandemics or the prospects of these events (such as reports on avian flu), consumer perceptions of food safety, changes in consumer tastes and behaviors, governmental monetary policies, changes in demographic trends, terrorist acts, energy shortages and rolling blackouts, and weather (including, major hurricanes and regional snow storms) and other acts of God.
Risk related to our common stock
We must continue to meet NASDAQ Global Market Continued Listing Requirements, or we risk delisting.
Our securities are currently listed for trading on the NASDAQ Global Market. We must continue to satisfy NASDAQ’s continued listing requirements or risk delisting which would have an adverse effect on our business. If our securities are ever delisted from NASDAQ, they may trade on the over-the-counter market, which may be a less liquid market. In such case, our shareholders’ ability to trade or obtain quotations of the market value of shares of our common stock would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger spreads in the bid and ask prices for our securities.
We may be subject to allegations, defamations, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose customers and/or contribute to a deflation of our stock price.
We have been subject to allegations by third parties or purported former employees, negative internet postings, and other adverse public exposure on our business, operations and staff compensation. We may also become the target of defamations or other detrimental conduct by third parties or disgruntled former or current employees. Such conduct may include complaints, anonymous or otherwise, to regulatory agencies, media or other organizations. We may be subject to government or regulatory investigation or other proceedings as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Any government or regulatory investigations initiated as a result of the above may cause a deflation in our stock price. Additionally, allegations, directly or indirectly against us, may be posted on the internet, including social media platforms by anyone, whether or not related to us, on an anonymous basis. Any negative publicity on us or our management can be quickly and widely disseminated. Social media platforms and devices immediately publish the content of their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our reputation, business or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of negative and potentially false information about our business and operations, which in turn may cause us to lose customers.
Our quarterly operating results may fluctuate and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
Our nightclub operations are affected by seasonal factors. Historically, we have experienced reduced revenues from April through September with the strongest operating results occurring from October through March. As a result, our quarterly and annual operating results and comparable restaurant sales may fluctuate significantly as a result of seasonality and the factors discussed above. Accordingly, results for any one fiscal quarter are not necessarily indicative of results to be expected for any other fiscal quarter or for any fiscal year and same-store sales for any particular future period may decrease. In the future, operating results may fall below the expectations of securities analysts and investors. In that event, the price of our common stock would likely decrease.
Anti-takeover effects of the issuance of our preferred stock could adversely affect our common stock.
Our Board of Directors has the authority to issue up to 1,000,000 shares of preferred stock in one or more series, to fix the number of shares constituting any such series, and to fix the rights and preferences of the shares constituting any series, without any further vote or action by the stockholders. The issuance of preferred stock by the Board of Directors could adversely affect the rights of the holders of our common stock. For example, such issuance could result in a class of securities outstanding that would have preferences with respect to voting rights and dividends and in liquidation over the common stock, and could (upon conversion or otherwise) enjoy all of the rights appurtenant to common stock. The Board’s authority to issue preferred stock could discourage potential takeover attempts and could delay or prevent a change in control of the Company through merger, tender offer, proxy contest or otherwise by making such attempts more difficult to achieve or costlier. There are no issued and outstanding shares of preferred stock; there are no agreements or understandings for the issuance of preferred stock; and the Board of Directors has no present intention to issue preferred stock.
Future sales or the perception of future sales of a substantial amount of our common stock may depress our stock price.
The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market, or as a result of the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of common stock.
Our stock price has been volatile and may fluctuate in the future.
The trading price of our securities may fluctuate significantly. This price may be influenced by many factors, including:
| ● | our performance and prospects; | |
| ● | the depth and liquidity of the market for our securities; | |
| ● | investor perception of us and the industry in which we operate; | |
| ● | changes in earnings estimates or buy/sell recommendations by analysts; | |
| ● | general financial and other market conditions; and | |
| ● | domestic economic conditions. |
Public stock markets have experienced, and may experience, extreme price and trading volume volatility. These broad market fluctuations may adversely affect the market price of our securities.
Cumulative voting is not available to our stockholders.
Cumulative voting in the election of Directors is expressly denied in our Articles of Incorporation. Accordingly, the holder or holders of a majority of the outstanding shares of our common stock may elect all of our Directors.
Our directors and officers have limited liability and have rights to indemnification.
Our Articles of Incorporation and Bylaws provide, as permitted by governing Texas law, that our directors and officers shall not be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director or officer, with certain exceptions. The Articles further provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle, or satisfy any civil litigation or criminal action brought against them on account of their being or having been its directors or officers unless, in such action, they are adjudged to have acted with gross negligence or willful misconduct.
The inclusion of these provisions in the Articles may have the effect of reducing the likelihood of derivative litigation against directors and officers and may discourage or deter stockholders or management from bringing a lawsuit against directors and officers for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.
The Articles provide for the indemnification of our officers and directors, and the advancement to them of expenses in connection with any proceedings and claims, to the fullest extent permitted by Texas law. The Articles include related provisions meant to facilitate the indemnitee’s receipt of such benefits. These provisions cover, among other things: (i) specification of the method of determining entitlement to indemnification and the selection of independent counsel that will in some cases make such determination, (ii) specification of certain time periods by which certain payments or determinations must be made and actions must be taken, and (iii) the establishment of certain presumptions in favor of an indemnitee.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
As of September 30, 2020, we own 46 real estate properties. On 37 of these properties, we operate clubs or restaurants. We lease multiple other properties to third-party tenants. Three of our owned properties are in locations where we previously operated clubs, but now lease the buildings to third parties. Six are non-income-producing properties for corporate use, including our corporate office, or may be offered for sale in the future. Eleven of our clubs and restaurants are in leased locations.
Our principal corporate office is located at 10737 Cutten Road, Houston, Texas 77066, consisting of a 21,000-square foot corporate office and an 18,000-square foot warehouse facility.
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Below is a list of locations we operated as of September 30, 2020:
| Name of Establishment | Fiscal Year Acquired/Opened | |||
| Club Onyx, Houston, TX | 1995 | |||
| Rick’s Cabaret, Minneapolis, MN | 1998 | |||
| XTC Cabaret, Austin, TX | 1998 | |||
| XTC Cabaret, San Antonio, TX | 1998 | |||
| Rick’s Cabaret, New York City, NY | 2005 | |||
| Club Onyx, Charlotte, NC | 2005 | (1) | ||
| Rick’s Cabaret, San Antonio, TX | 2006 | |||
| XTC Cabaret, South Houston | 2006 | (1) | ||
| Rick’s Cabaret, Fort Worth, TX | 2007 | |||
| Tootsie’s Cabaret, Miami Gardens, FL | 2008 | |||
| XTC Cabaret, Dallas, TX | 2008 | |||
| Rick’s Cabaret, Round Rock, TX | 2009 | |||
| Cabaret East, Fort Worth, TX | 2010 | |||
| Rick’s Cabaret DFW, Fort Worth, TX | 2011 | |||
| Downtown Cabaret, Minneapolis, MN | 2011 | |||
| Temptations, Aledo, TX | 2011 | (1) | ||
| Silver City Cabaret, Dallas, TX | 2012 | |||
| Jaguars Club, Odessa, TX | 2012 | |||
| Jaguars Club, Phoenix, AZ | 2012 | |||
| Jaguars Club, Lubbock, TX | 2012 | |||
| Jaguars Club, Longview, TX | 2012 | |||
| Jaguars Club, Tye, TX | 2012 | |||
| Jaguars Club, Edinburg, TX | 2012 | |||
| Jaguars Club, El Paso, TX | 2012 | |||
| Jaguars Club, Harlingen, TX | 2012 | |||
| Studio 80, Fort Worth, TX | 2013 | (1) | ||
| Bombshells, Dallas, TX | 2013 | |||
| Temptations, Sulphur, LA | 2013 | |||
| Temptations, Beaumont, TX | 2013 | |||
| Vivid Cabaret, New York, NY | 2014 | (1) | ||
| Bombshells, Austin, TX | 2014 | (1) | ||
| Rick’s Cabaret, Odessa, TX | 2014 | |||
| Bombshells, Spring TX | 2014 | (1) | ||
| Bombshells, Houston, TX | 2014 | (1) | ||
| Foxy’s Cabaret, Austin TX | 2015 | |||
| The Seville, Minneapolis, MN | 2015 | |||
| Hoops Cabaret and Sports Bar, New York, NY | 2016 | (1) | ||
| Bombshells, Highway 290 Houston, TX | 2017 | (1) | ||
| Scarlett’s Cabaret, Washington Park, IL | 2017 | |||
| Scarlett’s Cabaret, Miami, FL | 2017 | (1) | ||
| Bombshells, Pearland, TX | 2018 | |||
| Kappa Men’s Club, Kappa, IL | 2018 | |||
| Rick’s Cabaret, Chicago, IL | 2019 | |||
| Rick’s Cabaret, Pittsburgh, PA | 2019 | |||
| Bombshells I-10, Houston, TX | 2019 | |||
| Bombshells 249, Houston, TX | 2019 | |||
| Bombshells, Katy, TX | 2020 | |||
| Bombshells 59, Houston, TX | 2020 |
| (1) | Leased location. |
Our property leases are typically for a fixed rental rate without revenue percentage rentals. The lease terms generally have initial terms of 10 to 20 years with renewal terms of 5 to 20 years. At September 30, 2020, certain of our owned properties were collateral for mortgage debt amounting to approximately $86.7 million. See related information in Notes 7, 10 and 22 to our consolidated financial statements.
Item 3. Legal Proceedings.
See the “Legal Matters” section within Note 12 to our consolidated financial statements within this Annual Report on Form 10-K for the requirements of this Item, which section is incorporated herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is quoted on the NASDAQ Global Market under the symbol “RICK.”
Holders
On December 8, 2020, the closing stock price for our common stock as reported by NASDAQ was $28.01, and there were approximately 150 stockholders of record of our common stock (excluding broker held shares in “street name”). Currently, we estimate that there are approximately 5,500 stockholders having beneficial ownership in street name.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Colonial Stock Transfer Company, Inc., 66 Exchange Place, 1st Floor, Salt Lake City, Utah 84111.
Dividend Policy
Prior to 2016, we had not paid cash dividends on our common stock. Starting in March 2016, in conjunction with our share buyback program (see discussion below), our Board of Directors has declared regular quarterly cash dividends of $0.03 per share, except for the fourth quarter of fiscal 2019 and the second and fourth quarters of fiscal 2020 when we paid $0.04 per share. During fiscal 2020, 2019, and 2018, we paid cash dividends totaling $1.3 million, $1.3 million, and $1.2 million, respectively.
Purchases of Equity Securities by the Issuer
Following is a summary of our purchases during the quarter ended September 30, 2020:
| Period | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Unit)(1) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(2) | Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet be Purchased Under the Plans or Programs | ||||||||||||
| July 1-31, 2020 | - | - | $ | 11,751,514 | ||||||||||||
| August 1-31, 2020 | - | - | $ | 11,751,514 | ||||||||||||
| September 1-30, 2020 | 50,712 | $ | 19.64 | 50,712 | $ | 10,755,434 | ||||||||||
| Total | 50,712 | $ | 19.64 | 50,712 | ||||||||||||
| (1) | Prices include any commissions and transaction costs. | |
| (2) | All shares were purchased pursuant to the repurchase plans approved by the Board of Directors. |
Subsequent to September 30, 2020 through the filing date of this report, we purchased 74,659 shares of the Company’s common stock for a total of $1.8 million.
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Equity Compensation Plan Information
The Company’s 2010 Stock Option Plan expired on September 30, 2020.
Stock Performance Graph
The following chart compares the 5-year cumulative total stock performance of our common stock; the NASDAQ Composite Index (IXIC); the Russell 200 Index (RUT); and the Dow Jones U.S. Restaurant & Bar Index (DJUSRU), our peer index. The graph assumes a hypothetical investment of $100 on September 30, 2015 in each of our common stock and each of the indices, and that all dividends were reinvested. The measurement points utilized in the graph consist of the last trading day as of September 30 each year, representing the last day of our fiscal year. The calculations exclude trading commissions and taxes. We have selected the Dow Jones U.S. Restaurant & Bar Index as our peer index since it represents a broader group of restaurant and bar operators that are more aligned to our core business operations. RICK is a component of the NASDAQ Composite Index and the Russell 2000 Index. The historical stock performance presented below is not intended to and may not be indicative of future stock performance.
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Item 6. Selected Financial Data.
The following tables set forth certain of the Company’s historical financial data. The selected historical consolidated financial position data as of September 30, 2020 and 2019 and results of operations data for the years ended September 30, 2020, 2019 (as revised), 2018 have been derived from the Company’s audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The selected historical consolidated financial data as of September 30, 2018, 2017, and 2016 and for the years ended September 30, 2017 and 2016 have been derived from the Company’s audited financial statements for such years, which are not included in this Annual Report on Form 10-K. The selected historical consolidated financial data set forth are not necessarily indicative of the results of future operations and should be read in conjunction with the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical consolidated financial statements and accompanying notes included herein to enhance understanding of these data (in thousands, except per share data and percentages).
Financial Statement Data:
| Years Ended September 30, | ||||||||||||||||||||
| 2020 | 2019(2) | 2018 | 2017 | 2016 | ||||||||||||||||
| Revenue | $ | 132,327 | $ | 181,059 | $ | 165,748 | $ | 144,896 | $ | 134,860 | ||||||||||
| Income from operations | $ | 2,746 | $ | 34,701 | $ | 27,562 | $ | 23,139 | $ | 20,693 | ||||||||||
| Operating margin | 2.1 | % | 19.2 | % | 16.6 | % | 16.0 | % | 15.3 | % | ||||||||||
| Net income (loss) attributable to RCIHH | $ | (6,085 | ) | $ | 20,294 | $ | 20,879 | $ | 8,259 | $ | 11,218 | |||||||||
| Diluted earnings (loss) per share | $ | (0.66 | ) | $ | 2.10 | $ | 2.15 | $ | 0.85 | $ | 1.11 | |||||||||
| Capital expenditures | $ | 5,736 | $ | 20,708 | $ | 25,263 | $ | 11,249 | $ | 28,148 | ||||||||||
| Dividends declared per share | $ | 0.14 | $ | 0.13 | $ | 0.12 | $ | 0.12 | $ | 0.09 | ||||||||||
| September 30, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | 2017 | 2016 | ||||||||||||||||
| Cash and cash equivalents | $ | 15,605 | $ | 14,097 | $ | 17,726 | $ | 9,922 | $ | 11,327 | ||||||||||
| Total current assets | $ | 31,433 | $ | 35,890 | $ | 36,802 | $ | 26,242 | $ | 29,387 | ||||||||||
| Total assets | $ | 360,933 | $ | 354,756 | $ | 329,732 | $ | 299,884 | $ | 276,061 | ||||||||||
| Total current liabilities (excluding current portion of long-term debt and operating lease liabilities) | $ | 19,372 | $ | 18,454 | $ | 14,798 | $ | 13,671 | $ | 17,087 | ||||||||||
| Long-term debt (including current portion) | $ | 141,435 | $ | 143,528 | $ | 140,627 | $ | 124,352 | $ | 105,886 | ||||||||||
| Total liabilities | $ | 208,626 | $ | 185,336 | $ | 176,400 | $ | 164,659 | $ | 146,722 | ||||||||||
| Total RCIHH stockholders’ equity | $ | 152,721 | $ | 169,576 | $ | 153,435 | $ | 132,745 | $ | 126,755 | ||||||||||
| Common shares outstanding | 9,075 | 9,591 | 9,719 | 9,719 | 9,808 | |||||||||||||||
Non-GAAP Measures(1) and Other Data:
| Years Ended September 30, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | 2017 | 2016 | ||||||||||||||||
| Adjusted EBITDA | $ | 22,357 | $ | 46,242 | $ | 44,387 | $ | 37,348 | $ | 34,531 | ||||||||||
| Non-GAAP operating income | $ | 13,903 | $ | 37,945 | $ | 37,000 | $ | 30,668 | $ | 27,566 | ||||||||||
| Non-GAAP operating margin | 10.5 | % | 21.0 | % | 22.3 | % | 21.2 | % | 20.4 | % | ||||||||||
| Non-GAAP net income | $ | 4,709 | $ | 23,570 | $ | 21,160 | $ | 13,953 | $ | 13,302 | ||||||||||
| Non-GAAP diluted earnings per share | $ | 0.51 | $ | 2.44 | $ | 2.18 | $ | 1.43 | $ | 1.32 | ||||||||||
| Free cash flow | $ | 13,481 | $ | 33,316 | $ | 23,242 | $ | 19,281 | $ | 20,513 | ||||||||||
| Same-store sales | -4.4 | % | -0.3 | % | +4.6 | % | +4.9 | % | -1.3 | % | ||||||||||
| (1) | Reconciliation and discussion of non-GAAP financial measures are included under the “Non-GAAP Financial Measures” section of Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that follows. These measures should be considered in addition to, rather than as a substitute for, U.S. GAAP measures. |
| (2) | We revised the consolidated balance sheet as of September 30, 2019 and the consolidated statements of operations and cash flows for the year ended September 30, 2019 due to an error in our income tax provision. See Note 4 to our consolidated financial statements. |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand RCI Hospitality Holdings, Inc., our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes thereto contained in Item 8 – “Financial Statements and Supplementary Data” of this report. This overview summarizes the MD&A, which includes the following sections:
| ● | Our Business — a general description of our business and the adult nightclub industry, our objective, our strategic priorities, our core capabilities, and challenges and risks of our business. | |
| ● | Critical Accounting Policies and Estimates — a discussion of accounting policies that require critical judgments and estimates. | |
| ● | Operations Review — an analysis of our Company’s consolidated results of operations for the three years presented in our consolidated financial statements. | |
| ● | Liquidity and Capital Resources — an analysis of cash flows, aggregate contractual obligations, and an overview of financial position. |
Pre-COVID-19 Financial Performance
During our first quarter ended December 31, 2019, total revenues were $4.4 million higher, or 9.9%, than the same quarter in the prior year. Consolidated same-store sales were up by 0.7%. During the first two months of the second quarter (January and February 2020), our consolidated same-store sales were up by 12.4%, giving us a cumulative five-month same-store sales increase of 5.3%. With the outbreak of the coronavirus and COVID-19 national emergency guidelines put in place, we experienced a significant downturn in sales brought about by the temporary closure of all of our clubs and restaurants as of March 18, 2020.
Impact of COVID-19 Pandemic
Because of stay-at-home orders and social distancing guidelines put into place, our total revenues for the full fiscal year ended September 30, 2020 declined by 26.9% versus last year. Though we earned no revenues from our core businesses during the period of closures, we continued to incur expenses. To alleviate our cash flow situation, we instituted the following measures:
| ● | Arranged and continue to arrange for deferment of principal and interest payment on certain of our debts; | |
| ● | Furloughed employees working at our clubs and restaurants, except for a limited number of managers; | |
| ● | Pay cut for all remaining salaried and hourly employees and deferral of board of director compensation; | |
| ● | Deferred or modified certain fixed monthly expenses such as insurance, rent, and taxes, among others; | |
| ● | Canceled certain non-essential expenses such as advertising, cable, pest control, point-of-sale-system support, and investor relations coverage, among others. |
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. Lower sales, 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, including refinancing several of our debt obligations.
OUR BUSINESS
The following are our operating segments:
| Nightclubs | Our wholly-owned subsidiaries own and/or operate upscale adult nightclubs serving primarily businessmen and professionals. These nightclubs are in Houston, Austin, San Antonio, Dallas, Fort Worth, Beaumont, Longview, Harlingen, Edinburg, Abilene, Lubbock, El Paso and Odessa, Texas; Charlotte, North Carolina; Minneapolis, Minnesota; New York, New York; Miami Gardens and Pembroke Park, Florida; Pittsburgh, Pennsylvania; Phoenix, Arizona; and Washington Park, Kappa and Chicago, Illinois. No sexual contact is permitted at any of our locations. We also own and operate a Studio 80 dance club in Fort Worth, Texas. We also own and lease to third parties real properties that are adjacent to (or used to be locations of) our clubs. |
| Bombshells | Our wholly-owned subsidiaries own and operate restaurants and sports bars in Houston, Dallas, Austin, Spring, Pearland and Katy, Texas under the brand name Bombshells Restaurant & Bar. |
| Other | Our wholly-owned subsidiaries own a media division (“Media Group”), including the leading trade magazine serving the multibillion-dollar adult nightclubs industry and the adult retail products industry. We also own an industry trade show, an industry trade publication and more than a dozen industry and social media websites. Included here is Drink Robust, which is licensed to sell Robust Energy Drink in the United States. |
Our revenues are derived from the sale of liquor, beer, wine, food, merchandise; service revenues such as cover charges, membership fees, and facility use fees; and other revenues such as commissions from vending and ATM machines, real estate rental, valet parking, and other products and services for both nightclub and restaurant/sports bar operations. Other revenues include Media Group revenues for the sale of advertising content and revenues from our annual Expo convention, and Drink Robust sales. Our fiscal year-end is September 30.
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Same-Store Sales. We calculate same-store sales by comparing year-over-year revenues from nightclubs and restaurants/sports bars starting in the first full quarter of operations after at least 12 full months for Nightclubs and at least 18 full months for Bombshells. We consider the first six months of operations of a Bombshells unit to be the “honeymoon period” where sales are significantly higher than normal. We exclude from a particular month’s calculation units previously included in the same-store sales base that have closed temporarily for more than 15 days until its next full month of operations. We also exclude from the same-store sales base units that are being reconcepted or are closed due to renovations or remodels. Acquired units are included in the same-store sales calculation as long as they qualify based on the definition stated above. Revenues outside of our Nightclubs and Bombshells reportable segments are excluded from same-store sales calculation.
Adjusted Same-Store Sales. Due to the disruption created by the COVID-19 pandemic and in an effort to minimize the complexity in the calculation of same-store sales caused by closing and opening again our locations, we are presenting two alternative same-store sales results calculated with and without the impact of closures caused by state and local government mandates. In the alternative calculation, a comparable location will remain in the same-store sales base regardless of closing and reopening due to COVID-19 restrictions.
Our goal is to use our Company’s assets—our brands, financial strength, and the talent and strong commitment of our management and employees—to become more competitive and to accelerate growth.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements requires our management to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are based on management’s historical and industry experience and on various other assumptions that are believed to be reasonable under the circumstances. On a regular basis, we evaluate these accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results may differ from our estimates, and such differences could be material.
A full discussion of our significant accounting policies is contained in Note 2 to our consolidated financial statements, which is included in Item 8 – “Financial Statements and Supplementary Data” of this report. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our financial results. These estimates require our most difficult, subjective or complex judgments because they relate to matters that are inherently uncertain. We have reviewed these critical accounting policies and estimates and related disclosures with our Audit Committee.
We adopted ASC 842, Leases, as of October 1, 2019. Our adoption of ASC 842 resulted in an increase of $27.3 million in our total assets as of the adoption date due to 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 due to the recognition of a $28.6 million operating lease liabilities.
Long-Lived Assets
We review long-lived assets, such as property and equipment, and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value. We define our asset group as an operating club or restaurant location, which is also our reporting unit or the lowest level for which cash flows can be identified. Key estimates in the undiscounted cash flow model include management’s estimate of the projected revenues and operating margins. If fair value is used to determine an impairment loss, an additional key assumption is the selection of a weighted-average cost of capital to discount cash flows. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. During the second quarter of 2020, we impaired two clubs to a total of $302,000, and during the third quarter of 2020, we impaired one club for its operating lease right-of-use asset for $104,000. During the fourth quarter of 2019, we impaired two clubs for a total of $4.2 million. During the fourth quarter of 2018, we impaired one club and one Bombshells by a total of $1.6 million.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets that have indefinite useful lives are tested annually for impairment during our fourth fiscal quarter and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired.
| 23 |
Our impairment calculations require management to make assumptions and to apply judgment in order to estimate fair values. If our actual results are not consistent with our estimates and assumptions, we may be exposed to impairments that could be material. We do not believe that there is a reasonable likelihood that there will be a change in the estimates or assumptions we used that could cause a material change in our calculated impairment charges.
For our goodwill impairment review, we have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on our qualitative analysis, or if we elect to skip this step, we perform a Step 1 quantitative analysis to determine the fair value of the reporting unit. The fair value is determined using market-related valuation models, including earnings multiples, discounted cash flows, and comparable asset market values. Key estimates in the discounted cash flow model include management’s estimate of the projected revenues and operating margins, along with the selection of a weighted-average cost of capital to discount cash flows. We recognize goodwill impairment in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit, not to exceed the amount of goodwill allocated to the reporting unit, based on the results of our Step 1 analysis. For the year ended September 30, 2020, we identified seven reporting units that were impaired and recognized a goodwill impairment loss totaling $7.9 million. For the year ended September 30, 2019, we identified four reporting units that were impaired and recognized a goodwill impairment loss totaling $1.6 million. For the year ended September 30, 2018, we identified two reporting units that were impaired and recognized a goodwill impairment loss totaling $834,000.
For indefinite-lived intangibles, specifically SOB licenses, we determine fair value by estimating the multiperiod excess earnings of the asset with key assumptions being similar to those used in the goodwill impairment valuation model. For indefinite-lived tradename, we determine fair value by using the relief from royalty method. The fair value is then compared to the carrying value and an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset. We recorded impairment charges for SOB licenses amounting to $2.3 million in 2020 related to two clubs, $178,000 in 2019 related to one club, and $3.1 million in 2018 related to three clubs.
Investment
Available-for-sale investments are carried at fair value with the unrealized gain or loss recorded in other comprehensive income until our adoption of Accounting Standards Update No. 2016-01 on October 1, 2018, at which the change in fair value is recorded in current earnings.
Income Taxes
We estimate certain components of our provision for income taxes including the recoverability of deferred tax assets that arise from temporary differences between the tax and book carrying amounts of existing assets and liabilities and their respective tax bases. These estimates include depreciation and amortization expense allowable for tax purposes, allowable tax credits for items such as taxes paid on employee tip income, effective rates for state and local income taxes, and the deductibility of certain other items, among others. We adjust our annual effective income tax rate as additional information on outcomes or events becomes available. When necessary, we record a valuation allowance to reduce deferred tax assets to a balance that is more likely than not to be realized.
On December 22, 2017, the Tax Act was signed into law. The Tax Act contains significant changes to corporate taxation, including reduction of the corporate tax rate from 35% to 21%, additional limitations on the tax deductibility of interest, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modification or repeal of many business deductions and credits. Our federal corporate income tax rate for fiscal 2018 was 24.5% and represents a blended income tax rate for that fiscal year. For fiscal 2020 and 2019, our federal corporate income tax rate was 21%.
Legal and Other Contingencies
As mentioned in Item 3 – “Legal Proceedings” and in a more detailed discussion in Note 12 to our consolidated financial statements, we are involved in various suits and claims in the normal course of business. We record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In the opinion of management, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies for asserted legal and other claims. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected. In matters where there is insurance coverage, in the event we incur any liability, we believe it is unlikely we would incur losses in connection with these claims in excess of our insurance coverage.
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OPERATIONS REVIEW
Highlights of operations from fiscal 2020 compared to fiscal 2019 (with fiscal 2018 comparative data) are as follows:
| ● | Consolidated revenues of $132.3 million compared to $181.1 million, a 26.9% decrease |
 |
Nightclubs revenue of $88.4 million compared to $148.6 million in 2019, a 40.5% decrease | |
|
Bombshells revenue of $43.2 million compared to $30.8 million in 2019, a 40.2% increase | |
|
Fiscal 2018 total revenues of $165.7 million (Nightclubs revenue of $140.1 million and Bombshells revenue of $24.1 million) |
| ● | Consolidated same-store sales, as defined on page 23, decrease of 4.4% (9.0% decrease for Nightclubs and 18.3% increase for Bombshells); adjusted to keep the impact of the COVID-19 pandemic in same-store sales, adjusted consolidated same-store sales, as defined on page 23, decreased by 34.7% (41.7% decrease for Nightclubs and 6.5% increase for Bombshells) |
|
Consolidated, Nightclubs and Bombshells same-store sales in 2019 (compared to 2018) of -0.3%, +0.6% and -6.1%, respectively | |
|
Consolidated, Nightclubs and Bombshells same-store sales in 2018 (compared to 2017) of +4.6%, +5.8% and -3.3%, respectively |
| ● | Diluted earnings (loss) per share of $(0.66) compared to $2.10, a 131% decrease (non-GAAP diluted EPS* of $0.51 compared to $2.44, a 79% decrease) (diluted EPS of $2.15 and non-GAAP diluted EPS of $2.18 in fiscal 2018) | |
| ● | Free cash flow* of $13.5 million compared to $33.3 million, a 59.5% decrease ($23.2 million in fiscal 2018) |
| * | Reconciliation and discussion of non-GAAP financial measures are included under the “Non-GAAP Financial Measures” section of this Item. These measures should be considered in addition to, rather than as a substitute for, U.S. GAAP measures. |
The following common size tables present a comparison of our results of operations as a percentage of total revenues for the past three fiscal years (see Note 4 to our consolidated financial statements regarding revision of prior year immaterial misstatement in fiscal 2019):
| 2020 | 2019 | 2018 | ||||||||||
| Revenues | ||||||||||||
| Sales of alcoholic beverages | 44.6 | % | 41.5 | % | 41.7 | % | ||||||
| Sales of food and merchandise | 18.5 | % | 14.3 | % | 13.5 | % | ||||||
| Service revenues | 31.1 | % | 37.6 | % | 38.7 | % | ||||||
| Other | 5.8 | % | 6.6 | % | 6.1 | % | ||||||
| Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
| Cost of goods sold | ||||||||||||
| Alcoholic beverages | 18.8 | % | 20.4 | % | 20.7 | % | ||||||
| Food and merchandise | 33.0 | % | 35.1 | % | 36.3 | % | ||||||
| Service and other | 0.5 | % | 0.7 | % | 0.6 | % | ||||||
| Total cost of goods sold (exclusive of items shown separately below) | 14.7 | % | 13.8 | % | 13.8 | % | ||||||
| Salaries and wages | 29.5 | % | 27.5 | % | 26.9 | % | ||||||
| Selling, general and administrative | 39.1 | % | 33.1 | % | 32.5 | % | ||||||
| Depreciation and amortization | 6.7 | % | 5.0 | % | 4.7 | % | ||||||
| Other charges, net | 8.0 | % | 1.4 | % | 5.5 | % | ||||||
| Total operating expenses | 97.9 | % | 80.8 | % | 83.4 | % | ||||||
| Income from operations | 2.1 | % | 19.2 | % | 16.6 | % | ||||||
| Other income (expenses) | ||||||||||||
| Interest expense | (7.4 | )% | (5.6 | )% | (6.0 | )% | ||||||
| Interest income | 0.2 | % | 0.2 | % | 0.1 | % | ||||||
| Unrealized loss on equity securities | (0.0 | )% | (0.3 | )% | - | |||||||
| Income (loss) before income taxes | (5.1 | )% | 13.4 | % | 10.8 | % | ||||||
| Income tax expense (benefit) | (0.4 | )% | 2.1 | % | (1.9 | )% | ||||||
| Net income (loss) | (4.8 | )% | 11.3 | % | 12.6 | % | ||||||
| † | Percentages may not foot due to rounding. Percentage of revenue for individual cost of goods sold items pertains to their respective revenue line. |
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Below is a table presenting the changes in each line item of the income statement for the last three fiscal years (dollar amounts in thousands)
| Increase (Decrease) | ||||||||||||||||
| 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||
| Amount | % | Amount | % | |||||||||||||
| Sales of alcoholic beverages | $ | (16,060 | ) | (21.4 | )% | $ | 6,020 | 8.7 | % | |||||||
| Sales of food and merchandise | (1,370 | ) | (5.3 | )% | 3,397 | 15.1 | % | |||||||||
| Service revenues | (26,893 | ) | (39.5 | )% | 3,951 | 6.2 | % | |||||||||
| Other | (4,409 | ) | (36.6 | )% | 1,943 | 19.3 | % | |||||||||
| Total revenues | (48,732 | ) | (26.9 | )% | 15,311 | 9.2 | % | |||||||||
| Cost of goods sold | ||||||||||||||||
| Alcoholic beverages | (4,206 | ) | (27.5 | )% | 976 | 6.8 | % | |||||||||
| Food and merchandise | (985 | ) | (10.9 | )% | 923 | 11.3 | % | |||||||||
| Service and other | (311 | ) | (53.8 | )% | 129 | 28.7 | % | |||||||||
| Total cost of goods sold (exclusive of items shown separately below) | (5,502 | ) | (22.1 | )% | 2,028 | 8.9 | % | |||||||||
| Salaries and wages | (10,763 | ) | (21.6 | )% | 5,286 | 11.9 | % | |||||||||
| Selling, general and administrative | (8,204 | ) | (13.7 | )% | 6,072 | 11.3 | % | |||||||||
| Depreciation and amortization | (236 | ) | (2.6 | )% | 1,350 | 17.5 | % | |||||||||
| Other charges, net | 7,928 | 302.6 | % | (6,564 | ) | (71.5 | )% | |||||||||
| Total operating expenses | (16,777 | ) | (11.5 | )% | 8,172 | 5.9 | % | |||||||||
| Income from operations | (31,955 | ) | (92.1 | )% | 7,139 | 25.9 | % | |||||||||
| Other income/expenses | ||||||||||||||||
| Interest expense | (398 | ) | (3.9 | )% | 255 | 2.6 | % | |||||||||
| Interest income | 15 | 4.9 | % | 75 | 32.1 | % | ||||||||||
| Unrealized loss on equity securities | (548 | ) | (89.5 | )% | 612 | 100.0 | % | |||||||||
| Income/loss before income taxes | (30,994 | ) | (128.1 | )% | 6,347 | 35.6 | % | |||||||||
| Income tax expense/benefit | (4,237 | ) | (113.2 | )% | 6,862 | 220.1 | % | |||||||||
| Net income/loss | $ | (26,757 | ) | (130.9 | )% | $ | (515 | ) | (2.5 | )% | ||||||
Revenues
Consolidated revenues decreased by $48.7 million, or 26.9%, from 2019 to 2020, and increased by $15.3 million, or 9.2%, from 2018 to 2019. The decrease from 2019 to 2020 was mainly caused by significantly lower traffic due to the COVID-19 restrictions. Excluding COVID-19 impact, consolidated same-store sales decrease was 4.4%. Including the impact of COVID-19 on comparable units, same-store sales would be a decrease of 34.7%. The increase from 2018 to 2019 was mainly due to a 10.9% increase from newly acquired or constructed units and a 0.3% increase in other revenues, partially offset by a 1.7% decrease from closed units and the impact of the 0.3% decline in same-store sales.
| 26 |
By reportable segment, revenues were as follows (in thousands):
| 2020 | 2019 | 2018 | ||||||||||
| Nightclubs | $ | 88,373 | $ | 148,606 | $ | 140,060 | ||||||
| Bombshells | 43,215 | 30,828 | 24,094 | |||||||||
| Other | 739 | 1,625 | 1,594 | |||||||||
| $ | 132,327 | $ | 181,059 | $ | 165,748 | |||||||
Nightclubs segment revenues. Nightclubs revenues decreased by 40.5% from 2019 to 2020 and increased by 6.1% from 2018 to 2019. A breakdown of the changes compared to total change in Nightclubs revenues is as follows:
| 2020 vs. 2019 | 2019 vs. 2018 | |||||||
| Impact of 9.0% decrease and 0.6% increase in same-store sales, respectively, to total revenues (excluding COVID-19 impact) | (4.9 | )% | 0.5 | % | ||||
| Newly acquired and reconcepted units | 0.9 | % | 7.4 | % | ||||
| Closed units (including COVID-19 impact) | (36.3 | )% | (2.1 | )% | ||||
| Other | (0.2 | )% | 0.4 | % | ||||
| (40.5 | )% | 6.1 | % | |||||
Including the impact of COVID-19 on comparable Nightclubs locations (see Adjusted Same-Store Sales on page 23), the breakdown would have been:
| 2020 vs. 2019 | 2019 vs. 2018 | |||||||
| Impact of 41.7% decrease and 0.6% increase in same-store sales, respectively, to total revenues (including COVID-19 impact) | (40.3 | )% | 0.5 | % | ||||
| Newly acquired and reconcepted units | 0.9 | % | 7.4 | % | ||||
| Closed units (excluding COVID-19 impact) | (0.9 | )% | (2.1 | )% | ||||
| Other | (0.2 | )% | 0.4 | % | ||||
| (40.5 | )% | 6.1 | % | |||||
By type of revenue line item, changes in Nightclubs segment revenue dollars are broken down as:
| 2020 vs. 2019 | 2019 vs. 2018 | |||||||
| Sales of alcoholic beverages | (44.2 | )% | 4.5 | % | ||||
| Sales of food and merchandise | (34.4 | )% | 2.5 | % | ||||
| Service revenues | (39.6 | )% | 6.0 | % | ||||
| Other | (34.0 | )% | 22.6 | % | ||||
Nightclubs segment sales mix did not change much through the three fiscal years:
| 2020 | 2019 | 2018 | ||||||||||
| Sales of alcoholic beverages | 36.2 | % | 38.5 | % | 39.1 | % | ||||||
| Sales of food and merchandise | 9.7 | % | 8.8 | % | 9.1 | % | ||||||
| Service revenues | 46.4 | % | 45.7 | % | 45.7 | % | ||||||
| Other | 7.7 | % | 7.0 | % | 6.1 | % | ||||||
| 100.0 | % | 100.0 | % | 100.0 | % | |||||||
Included in the 2018 new units is Kappa Men’s Club, which was acquired in May 2018. Included in the 2019 new units are Rick’s Cabaret Chicago and Rick’s Cabaret Pittsburgh, which were acquired in November 2018 (see Note 16 to our consolidated financial statements) and contributed $5.0 million and $4.6 million in revenues for 2019 since acquisition date. No new clubs were acquired or constructed in 2020.
Included in other revenues of the Nightclubs segment is real estate rental revenue amounting to $1.3 million in 2020, $1.7 million in 2019, and $1.2 million in 2018.
| 27 |
Bombshells segment revenues. Bombshells revenues increased by 40.2% from 2019 to 2020 and by 27.9% from 2018 to 2019. A breakdown of the changes compared to total changes in Bombshells revenues is as follows:
| 2020 vs. 2019 | 2019 vs. 2018 | |||||||
| Impact of 18.3% increase and 6.1% decrease in same-store sales, respectively, to total revenues (excluding COVID-19 impact) | 9.7 | % | (5.1 | )% | ||||
| New units | 35.0 | % | 32.4 | % | ||||
| Closed units (including COVID-19 impact) | (4.5 | )% | 0.6 | % | ||||
| 40.2 | % | 27.9 | % | |||||
Including the impact of COVID-19 on comparable Bombshells locations (see Adjusted Same-Store Sales on page 23), the breakdown would have been:
| 2020 vs. 2019 | 2019 vs. 2018 | |||||||
| Impact of 6.5% increase and 6.1% decrease in same-store sales, respectively, to total revenues (including COVID-19 impact) | 5.1 | % | (5.1 | )% | ||||
| New units | 35.0 | % | 32.4 | % | ||||
| Closed units (excluding COVID-19 impact) | 0.1 | % | 0.6 | % | ||||
| 40.2 | % | 27.9 | % | |||||
By type of revenue line item, changes in Bombshells segment revenues are broken down as:
| 2020 vs. 2019 | 2019 vs. 2018 | |||||||
| Sales of alcoholic beverages | 51.9 | % | 24.7 | % | ||||
| Sales of food and merchandise | 24.4 | % | 31.7 | % | ||||
| Service and other revenues | 0.0 | % | 154.8 | % | ||||
Bombshells segment sales mix for the three fiscal years is as follows:
| 2020 | 2019 | 2018 | ||||||||||
| Sales of alcoholic beverages | 62.8 | % | 57.9 | % | 59.4 | % | ||||||
| Sales of food and merchandise | 36.8 | % | 41.5 | % | 40.3 | % | ||||||
| Service and other revenues | 0.4 | % | 0.6 | % | 0.3 | % | ||||||
| 100.0 | % | 100.0 | % | 100.0 | % | |||||||
Bombshells Pearland was opened in the third quarter of 2018. Bombshells I-10 was opened in the first quarter of 2019, while Bombshells 249 was opened in the second quarter of 2019. Bombshells Katy was opened in the first quarter of 2020, while Bombshells 59 was opened in the second quarter of 2020.
Other segment revenues. Other revenues included revenues from Drink Robust in all three fiscal years presented. After a brief period when a majority of our interest in Drink Robust was sold, we later reacquired Drink Robust in March 2018 (see Note 16 to our consolidated financial statements). Drink Robust sales were $150,000, $231,000, and $141,000 in fiscal 2020, 2019, and 2018, respectively, which excludes intercompany sales to Nightclubs and Bombshells units. Media business revenues were $589,000, $1.4 million, and $1.4 million in fiscal 2020, 2019, and 2018, respectively. Due to the COVID-19 pandemic, the 2020 ED EXPO that was supposed to be held in August 2020 was canceled. All unearned sponsorship and advertising revenues related to the event were either further deferred or refunded and no revenue was recognized.
Operating Expenses
Total operating expenses, as a percent of revenues, were 97.9%, 80.8%, and 83.4% for the fiscal year 2020, 2019, and 2018, respectively. Significant contributors to the change in operating expenses as a percent of revenues are explained below.
Cost of goods sold includes cost of alcoholic and non-alcoholic beverages, food, cigars and cigarettes, merchandise, media printing/binding and media. As a percentage of consolidated revenues, consolidated cost of goods sold was 14.7%, 13.8%, and 13.8% for fiscal 2020, 2019, and 2018, respectively. See above for breakdown of percentages for each line item of consolidated cost of goods sold as it relates to the respective consolidated revenue line. For the Nightclubs segment, cost of goods sold was 10.7%, 11.2%, and 11.8% for fiscal 2020, 2019, and 2018, respectively, which was primarily caused by sales mix shifting over to higher-margin service revenues. Bombshells cost of goods sold was 22.6%, 25.3%, and 24.7% for fiscal 2020, 2019, and 2018, respectively, which was mainly driven by the shift in sales mix to higher-margin alcoholic beverage sales in 2020 and from food cost inflation in 2019. A significant decrease in cost of goods sold dollars was caused by COVID-19-related closures and indoor dining occupancy restrictions.
| 28 |
Consolidated salaries and wages decreased by $10.8 million, or 21.6%, from 2019 to 2020 and increased by $5.3 million, or 11.9%, from 2018 to 2019. The dollar decrease from 2019 to 2020 was mainly from furloughed employees due to COVID-19. The dollar increase from 2018 to 2019 primarily came from newly opened units plus the impact of pre-opening salaries and wages on still under-construction Bombshells units. As a percentage of revenues, consolidated salaries and wages has been fairly stable at 27.5% and 26.9% for 2019 and 2018, respectively, but rose to 29.5% in 2020 due to fixed salaries paid on significantly lower sales.
By reportable segment, salaries and wages are broken down as follows (in thousands):
| 2020 | 2019 | 2018 | ||||||||||
| Nightclubs | $ | 19,590 | $ | 32,267 | $ | 30,788 | ||||||
| Bombshells | 10,427 | 8,887 | 5,804 | |||||||||
| Other | 491 | 617 | 789 | |||||||||
| General corporate | 8,562 | 8,062 | 7,166 | |||||||||
| $ | 39,070 | $ | 49,833 | $ | 44,547 | |||||||
Unit-level manager payroll is included in salaries and wages of each location, while payroll for regional manager and above are included in general corporate.
The components of consolidated selling, general and administrative expenses are in the tables below (dollars in thousands):
| Years Ended September 30, | Percentage of Revenues | |||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Taxes and permits | $ | 8,071 | $ | 10,779 | $ | 9,545 | 6.1 | % | 6.0 | % | 5.8 | % | ||||||||||||
| Advertising and marketing | 5,367 | 8,392 | 7,536 | 4.1 | % | 4.6 | % | 4.5 | % | |||||||||||||||
| Supplies and services | 4,711 | 5,911 | 5,344 | 3.6 | % | 3.3 | % | 3.2 | % | |||||||||||||||
| Insurance | 5,777 | 5,429 | 5,473 | 4.4 | % | 3.0 | % | 3.3 | % | |||||||||||||||
| Rent | 4,060 | 3,896 | 3,720 | 3.1 | % | 2.2 | % | 2.2 | % | |||||||||||||||
| Legal | 4,725 | 5,180 | 3,586 | 3.6 | % | 2.9 | % | 2.2 | % | |||||||||||||||
| Utilities | 2,945 | 3,165 | 2,969 | 2.2 | % | 1.7 | % | 1.8 | % | |||||||||||||||
| Charge card fees | 2,382 | 3,803 | 3,244 | 1.8 | % | 2.1 | % | 2.0 | % | |||||||||||||||
| Security | 2,582 | 2,973 | 2,617 | 2.0 | % | 1.6 | % | 1.6 | % | |||||||||||||||
| Accounting and professional fees | 3,463 | 2,815 | 2,944 | 2.6 | % | 1.6 | % | 1.8 | % | |||||||||||||||
| Repairs and maintenance | 2,289 | 2,980 | 2,184 | 1.7 | % | 1.6 | % | 1.3 | % | |||||||||||||||
| Other | 5,320 | 4,573 | 4,662 | 4.0 | % | 2.5 | % | 2.8 | % | |||||||||||||||
| $ | 51,692 | $ | 59,896 | $ | 53,824 | 39.1 | % | 33.1 | % | 32.5 | % | |||||||||||||
By reportable segment, selling, general and administrative expenses are broken down as follows (in thousands):
| 2020 | 2019 | 2018 | ||||||||||
| Nightclubs | $ | 30,105 | $ | 40,033 | $ | 38,200 | ||||||
| Bombshells | 11,735 | 10,441 | 7,454 | |||||||||
| Other | 268 | 356 | 467 | |||||||||
| General corporate | 9,584 | 9,066 | 7,703 | |||||||||
| $ | 51,692 | $ | 59,896 | $ | 53,824 | |||||||
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The significant variances in selling, general and administrative expenses are as follows:
In light of decreased sales activity caused by the COVID-19 pandemic, most of our selling, general and administrative expenses for 2020 decreased, except for relatively fixed expenses such as insurance, rent, and accounting and professional fees. As a percentage of revenues, relatively fixed expenses increased in rate due to lower sales, while more discretionary/controllable expenses such as advertising and marketing were kept to a minimum. Discussions below relate mainly to significant fluctuations from 2018 to 2019.
Taxes and permits increased by $1.2 million, or 12.9%, from 2018 to 2019 primarily due to new units, higher taxes on those new units, and increases in patron taxes and property taxes as a result of increased sales revenues. As a percentage of revenues, taxes and permits were 6.0% and 5.8% for 2019 and 2018, respectively.
Advertising and marketing increased by $856,000, or 11.4%, from 2018 to 2019 mainly due to new units. As a percentage of revenues, advertising and marketing was relatively flat at 4.6% and 4.5% for 2019 and 2018, respectively.
Rent expense increased by $176,000, or 4.7%, from 2018 to 2019 mainly due to adjustments in deferred rent liability in fiscal year 2018. As a percentage of revenues, rent expense has been flat at 2.2% in 2019 and 2018.
Legal expenses increased in 2019 from 2018 by $1.6 million, or 44.5%, mainly due to SEC-related matters.
Charge card fees increased by $559,000, or 17.5%, from 2018 to 2019 mainly from higher revenues. As a percentage of revenues, charge card fees were 2.1% and 2.0% in 2019 and 2018, respectively.
Accounting and professional fees decreased by $129,000, or 4.4%, from 2018 to 2019 mainly due to consulting services during our ERP implementation in 2018.
| 30 |
Depreciation and amortization decreased by $236,000, or 2.6%, from 2019 to 2020 and increased by $1.4 million, or 17.5%, from 2018 to 2019. The increase from 2018 to 2019 came from newly acquired and constructed units, while the decrease from 2019 to 2020 was mainly due to properties sold or disposed during the current and prior year.
The components of other charges, net are in the table below (dollars in thousands):
| Years Ended September 30, | Percentage of Revenues | |||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Impairment of assets | $ | 10,615 | $ | 6,040 | $ | 5,570 | 8.0 | % | 3.3 | % | 3.4 | % | ||||||||||||
| Settlement of lawsuits | 174 | 225 | 1,669 | 0.1 | % | 0.1 | % | 1.0 | % | |||||||||||||||
| Loss (gain) on sale of businesses and assets | (661 | ) | (2,877 | ) | 1,965 | (0.5 | )% | (1.6 | )% | 1.2 | % | |||||||||||||
| Loss (gain) on insurance | 420 | (768 | ) | (20 | ) | 0.3 | % | (0.4 | )% | (0.0 | )% | |||||||||||||
| Total other charges, net | $ | 10,548 | $ | 2,620 | $ | 9,184 | 8.0 | % | 1.4 | % | 5.5 | % | ||||||||||||
The significant variances in other charges, net are discussed below:
During the year ended September 30, 2020, we recorded aggregate impairment charges amounting to $10.6 million related to goodwill of seven clubs ($7.9 million), SOB licenses of two clubs ($2.3 million), and $406,000 of long-lived assets of one club and one Bombshells restaurant (including impairment on operating lease right-of-use assets of $104,000). During the year ended September 30, 2019, we recorded aggregate impairment charges amounting to $6.0 million related to goodwill of four clubs ($1.6 million), SOB license of one club ($178,000), and property and equipment of two clubs ($4.2 million). During the year ended September 30, 2018, we recorded a loss on the note owed to us the by former owner of Drink Robust in relation to our reacquisition of Drink Robust ($1.55 million in the second quarter), impairment related to SOB licenses of three clubs ($3.1 million in the fourth quarter), impairment related to goodwill of two clubs ($834,000 in the fourth quarter), and impairment related to long-lived assets of a club that closed and a still-operating Bombshells ($1.6 million in the fourth quarter). See Notes 16 and 18 to our consolidated financial statements for further discussion.
Income from Operations
Below is a table which reflects segment contribution to income from operations (in thousands):
| 2020 | 2019 | 2018 | ||||||||||
| Nightclubs | $ | 13,118 | $ | 50,724 | $ | 43,624 | ||||||
| Bombshells | 9,245 | 2,307 | 2,040 | |||||||||
| Other | (684 | ) | (309 | ) | (252 | ) | ||||||
| General corporate | (18,933 | ) | (18,021 | ) | (17,850 | ) | ||||||
| $ | 2,746 | $ | 34,701 | $ | 27,562 | |||||||
Our operating margin (income from operations divided by revenues) was 2.1% in 2020, 19.2% in 2019, and 16.6% in 2018. Nightclubs operating margin was 14.8%, 34.1%, and 31.1% in 2020, 2019, and 2018, respectively, primarily due to the impact of the COVID-19 pandemic in 2020 and the closure of underperforming units, fixed expense leverage on increasing sales, and impairment of assets of $10.4 million, $5.9 million, and $4.4 million for 2020, 2019, and 2018, respectively. Bombshells operating margin was 21.4%, 7.5%, and 8.5% in 2020, 2019, and 2018, respectively, mainly due to two new units partially offset by COVID-19 impact in 2020, pre-opening expenses in 2019 (particularly in salaries and wages and selling, general and administrative expenses), and impairment of assets of $1.1 million in 2018.
| 31 |
Excluding the impact of settlement of lawsuits, impairment of assets, gain on insurance, gain on sale of businesses and assets, and amortization of intangibles, operating margin for the Nightclub segment would have been 26.8%, 35.9%, and 35.1% for 2020, 2019, and 2018, respectively. Excluding the impact of impairment of assets, loss on sale of assets, settlement of lawsuits, and amortization of intangibles, Bombshells segment operating margin would have been 22.0%, 7.6%, and 15.1% for 2020, 2019, and 2018, respectively. Refer to discussion of Non-GAAP Financial Measures on page 33.
Interest Expense
Interest expense decreased by $398,000 from 2019 to 2020 and increased by $255,000 from 2018 to 2019. The decrease in interest expense in 2020 was primarily due to the lower average debt balance. The increase in interest expense in 2019 was due to higher average debt balance partially offset by lower weighted average interest rate. During the first quarter of 2018, we significantly increased our debt balance with our $81 million refinancing, but that transaction also significantly reduced our weighted average interest rate. During 2019, our debt repayments were significantly higher than our borrowing, excluding borrowings from acquisitions, thereby reducing interest expense as a percentage of revenue. During 2020, with the onset of the COVID-19 pandemic, certain debt principal and interest payments have been deferred, but we continue to accrue interest on these debts.
We consider rent plus interest expense as our occupancy costs since most of our debts are for real properties where our clubs and restaurants are located. For occupancy cost purposes, we exclude non-real-estate-related interest expense. Total occupancy cost rate (total occupancy cost as a percentage of revenues) increased in 2020 due to lower sales activity (i.e. base) caused by the pandemic as shown below.
| 2020 | 2019 | 2018 | ||||||||||
| Rent | 3.1 | % | 2.2 | % | 2.2 | % | ||||||
| Interest | 7.4 | % | 5.6 | % | 5.4 | % | ||||||
| Total occupancy cost | 10.5 | % | 7.8 | % | 7.7 | % | ||||||
Income Taxes
Income taxes were a benefit of $493,000 in 2020, an expense of $3.7 million in 2019, and a benefit of $3.1 million in 2018. Our effective income tax rate was a 7.2% benefit in 2020, a 15.5% expense in 2019, and a 17.5% benefit in 2018. The components of our annual effective income tax rate are the following:
| 2020 | 2019 | 2018 | ||||||||||
| Computed expected income tax expense | 21.0 | % | 21.0 | % | 24.5 | % | ||||||
| State income taxes, net of federal benefit | (3.7 | )% | 2.8 | % | 4.5 | % | ||||||
| Deferred taxes on subsidiaries acquired/sold | - | - | 4.0 | % | ||||||||
| Permanent differences | (5.8 | )% | 0.2 | % | 0.5 | % | ||||||
| Change in deferred tax liability rate | - | - | (49.5 | )% | ||||||||
| Change in valuation allowance | (18.7 | )% | - | - | ||||||||
| Tax credits | 13.9 | % | (3.7 | )% | (4.5 | )% | ||||||
| Other | 0.6 | % | (4.8 | )% | 3.1 | % | ||||||
| Total effective income tax rate | 7.2 | % | 15.5 | % | (17.5 | )% | ||||||
On December 22, 2017, during our first quarter 2018, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, which provided for significant changes to the U.S. Internal Revenue Code of 1986, as amended, such as a reduction in the statutory federal corporate tax rate from a maximum of 35% to a flat 21% rate effective from January 1, 2018 forward and changes and limitations to certain tax deductions. The Company has a fiscal year end of September 30, so the change to the statutory corporate tax rate resulted in a blended federal statutory rate of 24.5% for its fiscal year 2018.
During fiscal 2020 and 2019, the effective income tax rate has changed to 7.2% and 15.5%, respectively, with the rate difference from the statutory federal corporate tax rate of 21% coming from offsetting impact of state income tax, net of federal benefit, and tax credits that are mostly FICA tip credits. The effective income tax rate for fiscal 2020 was also affected by the pre-tax loss mostly caused by the pandemic and the recognition of a deferred tax asset valuation allowance amounting to $1.3 million.
| 32 |
Non-GAAP Financial Measures
In addition to our financial information presented in accordance with GAAP, management uses certain non-GAAP financial measures, within the meaning of the SEC Regulation G, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor non-GAAP financial measures because it describes the operating performance of the Company and helps management and investors gauge our ability to generate cash flow, excluding (or including) some items that management believes are not representative of the ongoing business operations of the Company, but are included in (or excluded from) the most directly comparable measures calculated and presented in accordance with GAAP. Relative to each of the non-GAAP financial measures, we further set forth our rationale as follows:
Non-GAAP Operating Income and Non-GAAP Operating Margin. We calculate non-GAAP operating income and non-GAAP operating margin by excluding the following items from income from operations and operating margin: (a) amortization of intangibles, (b) impairment of assets, (c) gains or losses on sale of businesses and assets, (d) gains or losses on insurance, and (e) 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) impairment of assets, (c) costs and charges related to debt refinancing, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance, (f) unrealized loss on equity securities, (g) settlement of lawsuits, (h) the income tax effect of the above described adjustments, and (i) deferred tax asset valuation allowance. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 26.0%, 15.5%, and 24.5% effective tax rate of the pre-tax non-GAAP income before taxes for the 2020, 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. The calculated amount for adjustment (h) above in fiscal 2018 was significantly affected by the change in the statutory federal corporate tax rate caused by the Tax Act.
Adjusted EBITDA. We calculate adjusted EBITDA by excluding the following items from net income attributable to RCIHH common stockholders: (a) depreciation and amortization, (b) income tax expense (benefit), (c) net interest expense, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance (f) unrealized gains or losses on equity securities, (g) impairment of assets, and (h) 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 the unleveraged performance return on our investments. Adjusted EBITDA multiple is also used as a target benchmark for our acquisitions of nightclubs.
We also use certain non-GAAP cash flow measures such as free cash flow. See “Liquidity and Capital Resources” section for further discussion.
| 33 |
The following tables present our non-GAAP performance measures for the periods indicated (in thousands, except per share amounts and percentages):
| For the Year Ended | ||||||||||||
| September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Reconciliation of GAAP net income (loss) to Adjusted EBITDA | ||||||||||||
| Net income (loss) attributable to RCIHH common stockholders | $ | (6,085 | ) | $ | 20,294 | $ | 20,879 | |||||
| Income tax expense (benefit) | (493 | ) | 3,744 | (3,118 | ) | |||||||
| Interest expense, net | 9.487 | 9,900 | 9,720 | |||||||||
| Settlement of lawsuits | 174 | 225 | 1,669 | |||||||||
| Impairment of assets | 10,615 | 6,040 | 5,570 | |||||||||
| Loss (gain) on sale of businesses and assets | (661 | ) | (2,877 | ) | 1,965 | |||||||
| Depreciation and amortization | 8,836 | 9,072 | 7,722 | |||||||||
| Unrealized loss on equity securities | 64 | 612 | - | |||||||||
| Loss (gain) on insurance | 420 | (768 | ) | (20 | ) | |||||||
| Adjusted EBITDA | $ | 22,357 | $ | 46,242 | $ | 44,387 | ||||||
| Reconciliation of GAAP net income (loss) to non-GAAP net income | ||||||||||||
| Net income (loss) attributable to RCIHH common stockholders | $ | (6,085 | ) | $ | 20,294 | $ | 20,879 | |||||
| Amortization of intangibles | 609 | 624 | 254 | |||||||||
| Settlement of lawsuits | 174 | 225 | 1,669 | |||||||||
| Impairment of assets | 10,615 | 6,040 | 5,570 | |||||||||
| Loss (gain) on sale of businesses and assets | (661 | ) | (2,877 | ) | 1,965 | |||||||
| Costs and charges related to debt refinancing | - | - | 827 | |||||||||
| Unrealized loss on equity securities | 64 | 612 | - | |||||||||
| Loss (gain) on insurance | 420 | (768 | ) | (20 | ) | |||||||
| Deferred tax asset valuation allowance | 1,273 | - | - | |||||||||
| Net income tax effect | (1,700 | ) | (580 | ) | (9,984 | ) | ||||||
| Non-GAAP net income | $ | 4,709 | $ | 23,570 | $ | 21,160 | ||||||
| For the Year Ended | ||||||||||||
| September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Reconciliation of GAAP diluted earnings (loss) per share to non-GAAP diluted earnings per share | ||||||||||||
| Diluted shares | 9,199 | 9,657 | 9,719 | |||||||||
| GAAP diluted earnings (loss) per share | $ | (0.66 | ) | $ | 2.10 | $ | 2.15 | |||||
| Amortization of intangibles | 0.07 | 0.06 | 0.03 | |||||||||
| Settlement of lawsuits | 0.02 | 0.02 | 0.17 | |||||||||
| Impairment of assets | 1.15 | 0.63 | 0.57 | |||||||||
| Loss (gain) on sale of businesses and assets | (0.07 | ) | (0.30 | ) | 0.20 | |||||||
| Costs and charges related to debt refinancing | - | - | 0.09 | |||||||||
| Unrealized loss on equity securities | 0.01 | 0.06 | - | |||||||||
| Loss (gain) on insurance | 0.05 | (0.08 | ) | (0.00 | ) | |||||||
| Deferred tax asset valuation allowance | 0.14 | - | - | |||||||||
| Net income tax effect | (0.18 | ) | (0.05 | ) | (1.02 | ) | ||||||
| Non-GAAP diluted earnings per share | $ | 0.51 | $ | 2.44 | $ | 2.18 | ||||||
| Reconciliation of GAAP operating income to non-GAAP operating income | ||||||||||||
| Income from operations | $ | 2,746 | $ | 34,701 | $ | 27,562 | ||||||
| Amortization of intangibles | 609 | 624 | 254 | |||||||||
| Settlement of lawsuits | 174 | 225 | 1,669 | |||||||||
| Impairment of assets | 10,615 | 6,040 | 5,570 | |||||||||
| Loss (gain) on sale of businesses and assets | (661 | ) | (2,877 | ) | 1,965 | |||||||
| Loss (gain) on insurance | 420 | (768 | ) | (20 | ) | |||||||
| Non-GAAP operating income | $ | 13,903 | $ | 37,945 | $ | 37,000 | ||||||
| Reconciliation of GAAP operating margin to non-GAAP operating margin | ||||||||||||
| GAAP operating margin | 2.1 | % | 19.2 | % | 16.6 | % | ||||||
| Amortization of intangibles | 0.5 | % | 0.3 | % | 0.2 | % | ||||||
| Settlement of lawsuits | 0.1 | % | 0.1 | % | 1.0 | % | ||||||
| Impairment of assets | 8.0 | % | 3.3 | % | 3.4 | % | ||||||
| Loss (gain) on sale of businesses and assets | (0.5 | )% | (1.6 | )% | 1.2 | % | ||||||
| Loss (gain) on insurance | 0.3 | % | (0.4 | )% | (0.0 | )% | ||||||
| Non-GAAP operating margin | 10.5 | % | 21.0 | % | 22.3 | % | ||||||
* Per share amounts and percentages may not foot due to rounding.
The adjustments to reconcile net income attributable to RCIHH common stockholders to non-GAAP net income exclude the impact of adjustments related to noncontrolling interests, which is immaterial.
| 34 |
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2020, our cash and cash equivalents were approximately $15.6 million compared to $14.1 million at September 30, 2019. Because of the large volume of cash we handle, we have very stringent cash controls. As of September 30, 2020, we had negative working capital of $5.9 million compared to a negative working capital of $1.2 million as of September 30, 2019, excluding net assets held for sale of $0 and $2.9 million as of September 30, 2020 and September 30, 2019, respectively. Although we believe that our ability to generate cash from operating activities is one of our fundamental financial strengths, the temporary closure of our clubs and restaurants caused by the COVID-19 pandemic has presented operational challenges. Our strategy is to open locations in accordance with local and state guidelines and it is too early to know when and if they will generate positive cash flows for us. Depending on the timing and number of locations we are allowed to open, and their ability to generate positive cash flow, we may need to borrow funds to meet our obligations or consider selling certain assets. Based upon the current state of allowed openings in Texas, revenues seem favorable. We are hopeful that we can become profitable within a relatively short period of time after a majority of our locations have reopened, assuming these results can be sustained and the other locations, once opened, follow these early results. But if the business interruptions and occupancy limitations caused by COVID-19 last longer than we expect, we may need to seek other sources of liquidity. The COVID-19 pandemic is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms, especially the longer the COVID-19 pandemic lasts.
Our net cash flow from operating activities for 2020 has gone down to less than half of last year’s result. To augment the current and expected future decline in operating cash flows caused by the COVID-19 pandemic, we instituted the following measures:
| ● | Arranged and continue to arrange for deferment of principal and interest payment on certain of our debts; | |
| ● | Furloughed employees working at our clubs and restaurants, except for a limited number of managers; | |
| ● | Pay cut for all remaining salaried and hourly employees and deferral of board of director compensation; | |
| ● | Deferred or modified certain fixed monthly expenses such as insurance, rent, and taxes, among others; | |
| ● | Canceled certain non-essential expenses such as advertising, cable, pest control, point-of-sale system support, and investor relations coverage, among others. |
On May 8, 2020, the Company received approval and funding under the Paycheck Protection Program of the CARES Act for its restaurants, shared service entity and lounge. Ten of our restaurant subsidiaries received amounts ranging from $271,000 to $579,000 for an aggregate amount of $4.2 million; our shared-services subsidiary received $1.1 million; and one of our lounges received $124,000. None of our adult nightclub and other non-core business subsidiaries received funding under the PPP. The Company believes it 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. As of the filing of this report, we have received ten Notices of PPP Forgiveness Payment from the Small Business Administration out of the twelve of our PPP loans granted. All of the notices received forgave 100% of each of the ten PPP loans totaling the amount of $4.9 million. No assurance can be provided that the Company will in fact obtain forgiveness of the remaining two PPP loans in whole or in part.
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. Lower sales, as caused by local, state and national guidelines, could lead to adverse financial results. However, we will continually monitor and evaluate our cash flow situation and will determine any further measures to be instituted, including refinancing several of our debt obligations.
We continue to adhere to state and local government mandates regarding the pandemic and, since March 2020, have closed and reopened several of our locations depending on changing government mandates. As of the release of this report, we have reopened many of our club and Bombshells locations with certain operating hour restrictions and with limited occupancy.
We have not recently raised capital through the issuance of equity securities. Instead, we use debt financing to lower our overall cost of capital and increase our return on stockholders’ equity. We have a history of borrowing funds in private transactions and from sellers in acquisition transactions and have secured traditional bank financing on our new development projects and refinancing of our existing notes payable, but with the significant global impact of the COVID-19 pandemic, there can be no assurance that any of these financing options would be presently available on favorable terms, if at all. We also have historically utilized these cash flows to invest in property and equipment, adult nightclubs, and restaurants/sports bars.
Though our cash flows are not as we expected at the beginning of the year, we expect to generate adequate cash flows from operations for the next 12 months from the issuance of this report.
The following table presents a summary of our net cash flows from operating, investing, and financing activities (in thousands):
| Year Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Operating activities | $ | 15,632 | $ | 37,174 | $ | 25,769 | ||||||
| Investing activities | (994 | ) | (27,147 | ) | (26,339 | ) | ||||||
| Financing activities | (13,130 | ) | (13,656 | ) | 8,374 | |||||||
| Net increase (decrease) in cash and cash equivalents | $ | 1,508 | $ | (3,629 | ) | $ | 7,804 | |||||
We require capital principally for the acquisition of new clubs, construction of new Bombshells, renovation of older units, and investments in technology. We also utilize capital to repurchase our common stock as part of our share repurchase program, based on our capital allocation strategy guidelines, and to pay our quarterly dividends.
| 35 |
Cash Flows from Operating Activities
Following are our summarized cash flows from operating activities (in thousands):
| Year Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Net income (loss) | $ | (6,312 | ) | $ | 20,445 | $ | 20,960 | |||||
| Depreciation and amortization | 8,836 | 9,072 | 7,722 | |||||||||
| Deferred tax expense (benefit) | (1,268 | ) | 821 | (6,775 | ) | |||||||
| Impairment of assets | 10,615 | 6,040 | 5,570 | |||||||||
| Net change in operating assets and liabilities | 1,380 | 2,822 | (5,156 | ) | ||||||||
| Other | 2,381 | (2,026 | ) | 3,448 | ||||||||
Net cash provided by operating activities | $ | 15,632 | $ | 37,174 | $ | 25,769 | ||||||
Net cash flows from operating activities significantly decreased from 2019 to 2020 mainly due to the impact of the COVID-19 pandemic on our operations and partially offset by lower interest and income taxes paid. Net cash flows from operating activities increased from 2018 to 2019 primarily from higher income from operations plus lower income taxes paid.
Cash Flows from Investing Activities
Following are our summarized cash flows from investing activities (in thousands):
| Year Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Proceeds from sale of businesses and assets | $ | 2,221 | $ | 7,223 | $ | 811 | ||||||
| Proceeds from insurance and notes receivable | 2,521 | 258 | 147 | |||||||||
| Issuance of notes receivable | - | (420 | ) | - | ||||||||
| Payments for property and equipment and intangible assets | (5,736 | ) | (20,708 | ) | (25,263 | ) | ||||||
| Acquisition of businesses, net of cash acquired | - | (13,500 | ) | (2,034 | ) | |||||||
Net cash used in investing activities | $ | (994 | ) | $ | (27,147 | ) | $ | (26,339 | ) | |||
We opened two new Bombshells units in 2020 (one in Katy, Texas and another on Southwest Freeway in Houston, Texas); opened four new units in 2019 (acquired two clubs in Chicago, Illinois and Pittsburgh, Pennsylvania, and built two new Bombshells in Houston, Texas); and opened two new units in 2018 (one acquired club in Kappa, Illinois and one built Bombshells in Pearland, Texas). See Note 16 to our consolidated financial statements. As of September 30, 2020, 2019, and 2018, we had $20,000, $8.9 million, and $6.4 million in construction-in-progress related mostly to Bombshells opening in the subsequent fiscal year.
Following is a reconciliation of our additions to property and equipment for the years ended September 30, 2020, 2019, and 2018 (in thousands):
| Year Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Purchase of real estate* | $ | - | $ | - | $ | 12,260 | ||||||
| New capital expenditures in new clubs and Bombshells units and equipment | 3,585 | 16,850 | 10,476 | |||||||||
| Maintenance capital expenditures | 2,151 | 3,858 | 2,527 | |||||||||
| Total capital expenditures, excluding business acquisitions | $ | 5,736 | $ | 20,708 | $ | 25,263 | ||||||
* Excludes real estate acquired through business acquisitions.
| 36 |
Cash Flows from Financing Activities
Following are our summarized cash flows from financing activities (in thousands):
| Year Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Proceeds from long-term debt | $ | 6,503 | $ | 13,511 | $ | 84,233 | ||||||
| Payments on long-term debt | (8,832 | ) | (22,924 | ) | (72,830 | ) | ||||||
| Payment of dividends | (1,286 | ) | (1,252 | ) | (1,168 | ) | ||||||
| Purchase of treasury stock | (9,484 | ) | (2,901 | ) | - | |||||||
| Payment of loan origination costs | - | (20 | ) | (1,138 | ) | |||||||
| Debt prepayment penalty | - | - | (543 | ) | ||||||||
| Distribution of noncontrolling interests | (31 | ) | (70 | ) | (180 | ) | ||||||
Net cash provided by (used in) financing activities | $ | (13,130 | ) | $ | (13,656 | ) | $ | 8,374 | ||||
We purchased shares of our common stock representing 516,102 shares, 128,040 shares, and 0 shares in 2020, 2019, and 2018, respectively. We have paid quarterly dividends of $0.03 per share for fiscal 2020, 2019, and 2018, except for the fourth quarter of 2019 and the second and fourth quarter of 2020 where we paid $0.04 per share. See Note 10 to our consolidated financial statements for a detailed discussion of our debt obligations.
Non-GAAP Cash Flow Measure
Management also uses certain non-GAAP cash flow measures such as free cash flows. We define free cash flow as net cash provided by operating activities less maintenance capital expenditures. We use free cash flow as the baseline for the implementation of our capital allocation strategy. See table below (in thousands):
| 2020 | 2019 | 2018 | ||||||||||
| Net cash provided by operating activities | $ | 15,632 | $ | 37,174 | $ | 25,769 | ||||||
| Less: Maintenance capital expenditures | 2,151 | 3,858 | 2,527 | |||||||||
| Free cash flow | $ | 13,481 | $ | 33,316 | $ | 23,242 | ||||||
We do not include total capital expenditures as a reduction from net cash flow from operating activities to arrive at free cash flow. This is because, based on our capital allocation strategy, acquisitions and development of our own clubs and restaurants are our primary uses of free cash flow. Our free cash flow after long-term debt repayments was $4.6 million, $10.4 million, and $(49.6) million during fiscal 2020, 2019, and 2018, respectively. Free cash flow after long-term debt repayments in fiscal 2018 was significantly impacted by our $81.2 million refinancing in December 2017.
Debt Financing
See Note 10 to our consolidated financial statements for detail regarding our long-term debt activity.
| 37 |
Contractual Obligations and Commitments
We have long-term contractual obligations primarily in the form of debt obligations and operating leases. The following table (in thousands) summarizes our contractual obligations and their aggregate maturities as well as future minimum rent payments. Future interest payments related to debt were estimated using the interest rate in effect at September 30, 2020.
| Payments Due by Period | ||||||||||||||||||||||||||||
| Total | 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | ||||||||||||||||||||||
| Long-term debt – regular | $ | 90,252 | $ | 12,098 | $ | 11,032 | $ | 8,090 | $ | 8,642 | $ | 8,479 | $ | 41,911 | ||||||||||||||
| Long-term debt – balloon | 52,422 | 4,405 | 2,350 | 3,676 | - | - | 41,991 | |||||||||||||||||||||
| Interest payments on debt | 51,559 | 8,835 | 7,798 | 6,920 | 6,307 | 5,703 | 15,996 | |||||||||||||||||||||
| Operating leases(a) | 39,413 | 3,221 | 3,233 | 3,065 | 3,058 | 3,124 | 23,712 | |||||||||||||||||||||
| (a) | Effective October 1, 2019, we adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), which will significantly affect our accounting of all leases. See Notes 2 and 22 to our consolidated financial statements. |
Other than the potentially prolonged effect of the COVID-19 pandemic and the notes payable financing described above, we are not aware of any event or trend that would adversely impact our liquidity. In our opinion, working capital is not a true indicator of our financial status. Typically, businesses in our industry carry current liabilities in excess of current assets because businesses in our industry receive substantially immediate payment for sales, with nominal receivables, while inventories and other current liabilities normally carry longer payment terms. Vendors and purveyors often remain flexible with payment terms, providing businesses in our industry with opportunities to adjust to short-term business downturns. We consider the primary indicators of financial status to be the long-term trend of revenue growth, the mix of sales revenues, overall cash flow, profitability from operations and the level of long-term debt.
The following table presents a summary of such indicators (dollars in thousands):
| Increase | Increase | |||||||||||||||||||
| 2020 | (Decrease) | 2019 | (Decrease) | 2018 | ||||||||||||||||
| Sales of alcoholic beverages | $ | 59,080 | (21.4 | )% | $ | 75,140 | 8.7 | % | $ | 69,120 | ||||||||||
| Sales of food and merchandise | 24,460 | (5.3 | )% | 25,830 | 15.1 | % | 22,433 | |||||||||||||
| Service revenues | 41,162 | (39.5 | )% | 68,055 | 6.2 | % | 64,104 | |||||||||||||
| Other | 7,625 | (36.6 | )% | 12,034 | 19.3 | % | 10,091 | |||||||||||||
| Total revenues | $ | 132,327 | (26.9 | )% | $ | 181,059 | 9.2 | % | $ | 165,748 | ||||||||||
| Net cash provided by operating activities | $ | 15,632 | (57.9 | )% | $ | 37,174 | 44.3 | % | $ | 25,769 | ||||||||||
| Adjusted EBITDA* | $ | 22,357 | (51.7 | )% | $ | 46,242 | 4.2 | % | $ | 44,387 | ||||||||||
| Free cash flow* | $ | 13,481 | (59.5 | )% | $ | 33,316 | 43.3 | % | $ | 23,242 | ||||||||||
| Debt (end of period) | $ | 141,435 | (1.5 | )% | $ | 143,528 | 2.1 | % | $ | 140,627 | ||||||||||
* See definition and calculation of Adjusted EBITDA and Free Cash Flow under Non-GAAP Financial Measures and Liquidity and Capital Resources above.
| 38 |
We have not established financing other than the notes payable discussed in Note 10 to the consolidated financial statements. There can be no assurance that we will be able to obtain additional financing on reasonable terms in the future, if at all, should the need arise.
Share Repurchase
As part of our capital allocation strategy, we buy back shares in the open market or through negotiated purchases, as authorized by our Board of Directors. During fiscal years 2020, 2019, and 2018, we paid for treasury stock amounting to $9.5 million, $2.9 million, and $0 representing 516,102 shares, 128,040 shares, and 0 shares, respectively. On February 6, 2020, the Board of Directors increased the repurchase authorization by an additional $10.0 million. We have $10.8 million remaining to purchase additional shares as of September 30, 2020. Subsequent to September 30, 2020 through the filing date of this report, we purchased 74,659 shares of the Company’s common stock for a total of $1.8 million.
For additional details regarding our Board approved share repurchase plans, please refer to Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
IMPACT OF INFLATION
We have not experienced a material overall impact from inflation in our operations during the past several years. To the extent permitted by competition, we have managed to recover increased costs through price increases and may continue to do so. However, there can be no assurance that we will be able to do so in the future.
SEASONALITY
Our nightclub operations are affected by seasonal factors. Historically, we have experienced reduced revenues from April through September (our fiscal third and fourth quarters) with the strongest operating results occurring during October through March (our fiscal first and second quarters), but in fiscal 2020, due to the COVID-19 pandemic, revenues during the second through the fourth quarter were significantly reduced. Our revenues in certain markets are also affected by sporting events that cause unusual changes in sales from year to year.
GROWTH STRATEGY
We believe that our nightclub operations can continue to grow organically and through careful entry into markets and demographic segments with high growth potential. Our growth strategy involves the following: (i) to acquire existing units in locations that are consistent with our growth and income targets and which appear receptive to the upscale club formula we have developed; (ii) to open new units after market analysis; (iii) to franchise our Bombshells brand; (iv) to form joint ventures or partnerships to reduce start-up and operating costs, with us contributing equity in the form of our brand name and management expertise; (v) to develop new club concepts that are consistent with our management and marketing skills; (vi) to develop and open our restaurant concepts as our capital and manpower allow; and (vii) to control the real estate in connection with club operations, although some units may be in leased premises.
We believe that Bombshells can grow organically and through careful entry into markets and demographic segments with high growth potential. All ten of the existing Bombshells as of September 30, 2020 are located in Texas. Our growth strategy is to diversify our operations with these units which do not require SOB licenses, which are sometimes difficult to obtain. While we are searching for adult nightclubs to acquire, we are able to also search for restaurant/sports bar locations that are consistent with our income targets.
| 39 |
During fiscal 2018, we reacquired Drink Robust (see Note 16 to our consolidated financial statements). Also in fiscal 2018, we acquired a club in Kappa, Illinois for $1.5 million, financed by a $1.0 million seller note with interest at 8%. The Kappa transaction provides for the purchase of the real estate for $825,000 and other non-real-estate business assets for $180,000, with goodwill amounting to $495,000. See Note 16 to the consolidated financial statements for details of the transactions.
During fiscal 2019, we acquired two clubs, one in Illinois (rebranded as Rick’s Cabaret Chicago) and another in Pennsylvania (rebranded as Rick’s Cabaret Pittsburgh) for an aggregate purchase price of $25.5 million. See Note 16 to the consolidated financial statements for details of the transactions.
We opened two new Bombshells units in fiscal 2019.
In October 2018, the Company sold its nightclub in Philadelphia for a total sales price of $1.0 million, payable $375,000 in cash at closing and a 9% note payable over a 10-year period. See Note 16 to the consolidated financial statements for details of the disposition.
We opened two new Bombshells units in fiscal 2020.
On November 5, 2019, we announced that our subsidiaries had signed definitive agreements to acquire the assets and related real estate of a well-established, top gentlemen’s club located in the Northeast Corridor for $15.0 million. The agreements terminated prior to closing. We provided the sellers notice of the termination in April 2020.
We continue to evaluate opportunities to acquire new nightclubs and anticipate acquiring new locations that fit our business model as we have done in the past. The acquisition of additional clubs may require us to take on additional debt or issue our common stock, or both. There can be no assurance that we will be able to obtain additional financing on reasonable terms in the future, if at all, should the need arise. An inability to obtain such additional financing could have an adverse effect on our growth strategy.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The items in our financial statements subject to market risk are potential debt instruments with variable interest rates. We do not carry any debt with a variable interest rate in effect as of September 30, 2020. Certain of our debt have variable interest rates but will only be effective in future years.
Item 8. Financial Statements and Supplementary Data.
The information required by this Item begins on page 41.
| 40 |
RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
| 41 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
RCI Hospitality Holdings, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of RCI Hospitality Holdings, Inc. (the “Company”) as of September 30, 2020 and 2019, and the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended September 30, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), RCI Hospitality Holdings, Inc.’s internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 14, 2020 expressed an adverse opinion.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Friedman LLP
We have served as the Company’s auditor since 2019.
Marlton, New Jersey
December 14, 2020
| 42 |
RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| September 30, | ||||||||
| 2020 | 2019 | |||||||
| (As Revised) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Current portion of notes receivable | ||||||||
| Inventories | ||||||||
| Prepaid insurance | ||||||||
| Other current assets | ||||||||
| Assets held for sale | - | |||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets, net | - | |||||||
| Notes receivable, net of current portion | ||||||||
| Goodwill | ||||||||
| Intangibles, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Current portion of operating lease liabilities | - | |||||||
| Total current liabilities | ||||||||
| Deferred tax liability, net | ||||||||
| Debt, net of current portion and debt discount and issuance costs | ||||||||
| Operating lease liabilities, net of current portion | - | |||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 12) | ||||||||
| Equity | ||||||||
| Preferred stock, $ par value per share; shares authorized; issued and outstanding | - | - | ||||||
| Common stock, $ par value per share; shares authorized; shares and shares issued and outstanding as of September 30, 2020 and 2019, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total RCIHH stockholders’ equity | ||||||||
| Noncontrolling interests | ( | ) | ( | ) | ||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| 43 |
RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| Years Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| (As Revised) | ||||||||||||
| Revenues | ||||||||||||
| Sales of alcoholic beverages | $ | $ | $ | |||||||||
| Sales of food and merchandise | ||||||||||||
| Service revenues | ||||||||||||
| Other | ||||||||||||
| Total revenues | ||||||||||||
| Operating expenses | ||||||||||||
| Cost of goods sold | ||||||||||||
| Alcoholic beverages sold | ||||||||||||
| Food and merchandise sold | ||||||||||||
| Service and other | ||||||||||||
| Total cost of goods sold (exclusive of items shown separately below) | ||||||||||||
| Salaries and wages | ||||||||||||
| Selling, general and administrative | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Other charges, net | ||||||||||||
| Total operating expenses | ||||||||||||
| Income from operations | ||||||||||||
| Other income (expenses) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Interest income | ||||||||||||
| Unrealized loss on equity securities | ( | ) | ( | ) | - | |||||||
| Income (loss) before income taxes | ( | ) | ||||||||||
| Income tax expense (benefit) | ( | ) | ( | ) | ||||||||
| Net income (loss) | ( | ) | ||||||||||
| Net loss (income) attributable to noncontrolling interests | ( | ) | ( | ) | ||||||||
| Net income (loss) attributable to RCIHH common stockholders | $ | ( | ) | $ | $ | |||||||
| Earnings (loss) per share | ||||||||||||
| Basic and diluted | $ | ( | ) | $ | $ | |||||||
| Weighted average number of common shares outstanding | ||||||||||||
| Basic and diluted | ||||||||||||
| Dividends per share | $ | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
| 44 |
RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
| Years Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| (As Revised) | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | |||||||
| Amount reclassified from accumulated other comprehensive income | - | ( | ) | - | ||||||||
| Other comprehensive income: | ||||||||||||
| Unrealized holding gain on available-for-sale securities, net of tax of $ | - | - | ||||||||||
| Comprehensive income (loss) | ( | ) | ||||||||||
| Comprehensive loss (income) attributable to noncontrolling interests | ( | ) | ( | ) | ||||||||
| Comprehensive income (loss) attributable to RCI Hospitality Holdings, Inc. | $ | ( | ) | $ | $ | |||||||
See accompanying notes to consolidated financial statements.
| 45 |
RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Years Ended September 30, 2020, 2019, and 2018
(in thousands)
| Common Stock | Additional | Accumulated Other | Treasury Stock | |||||||||||||||||||||||||||||||||
| Number | Paid-In | Retained | Comprehensive | Number | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| of Shares | Amount | Capital | Earnings | Income | of Shares | Amount | Interests | Equity | ||||||||||||||||||||||||||||
| Balance at September 30, 2017 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Payment of dividends | - | - | - | ( | ) | - | - | - | - | ( | ) | |||||||||||||||||||||||||
| Payments to noncontrolling interests | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Equity impact of additional investment in TEZ | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Change in marketable securities | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Balance at September 30, 2018 | - | ( | ) | |||||||||||||||||||||||||||||||||
| Reclassification upon adoption of ASU 2016-01 | - | - | - | ( | ) | - | - | - | - | |||||||||||||||||||||||||||
| Purchase of treasury shares | - | - | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||
| Canceled treasury shares | ( | ) | ( | ) | ( | ) | - | - | - | - | ||||||||||||||||||||||||||
| Payment of dividends | - | - | - | ( | ) | - | - | - | - | ( | ) | |||||||||||||||||||||||||
| Payments to noncontrolling interests | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Divestiture in other entities | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net income (as revised) | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Balance at September 30, 2019 (as revised) | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Purchase of treasury shares | - | - | - | - | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||
| Canceled treasury shares | ( | ) | ( | ) | ( | ) | - | - | - | - | ||||||||||||||||||||||||||
| Payment of dividends | - | - | - | ( | ) | - | - | - | - | ( | ) | |||||||||||||||||||||||||
| Payments to noncontrolling interest | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
| 46 |
RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Years Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| (As Revised) | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Deferred tax expense (benefit) | ( | ) | ( | ) | ||||||||
| Loss (gain) on sale of businesses and assets | ( | ) | ( | ) | ||||||||
| Impairment of assets | ||||||||||||
| Amortization of debt discount and issuance costs | ||||||||||||
| Doubtful accounts expense on notes receivable | - | - | ||||||||||
| Unrealized loss on equity securities | - | |||||||||||
| Loss (gain) on insurance | ( | ) | ( | ) | ||||||||
| Noncash lease expense | - | - | ||||||||||
| Deferred rent expense | - | |||||||||||
| Debt prepayment penalty | - | - | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||
| Inventories | ( | ) | ( | ) | ||||||||
| Prepaid insurance, other current assets and other assets | ( | ) | ( | ) | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||||||
| Net cash provided by operating activities | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Proceeds from sale of businesses and assets | ||||||||||||
| Proceeds from notes receivable | ||||||||||||
| Proceeds from insurance | ||||||||||||
| Issuance of notes receivable | - | ( | ) | - | ||||||||
| Payments for property and equipment and intangible assets | ( | ) | ( | ) | ( | ) | ||||||
| Acquisition of businesses, net of cash acquired | - | ( | ) | ( | ) | |||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from long-term debt | ||||||||||||
| Payments on long-term debt | ( | ) | ( | ) | ( | ) | ||||||
| Purchase of treasury stock | ( | ) | ( | ) | - | |||||||
| Payment of dividends | ( | ) | ( | ) | ( | ) | ||||||
| Payment of loan origination costs | - | ( | ) | ( | ) | |||||||
| Debt prepayment penalty | - | - | ( | ) | ||||||||
| Distribution to noncontrolling interests | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | ||||||||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | $ | $ | $ | |||||||||
| CASH PAID DURING YEAR FOR: | ||||||||||||
| Interest paid, net of amounts capitalized | $ | $ | $ | |||||||||
| Income taxes paid (net of refunds of $ | $ | $ | $ | |||||||||
| Non-cash investing and financing transactions: | ||||||||||||
Years Ended September 30, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
| Debt incurred with seller in connection with acquisition of businesses | $ | $ | $ | |||||||||
| Notes receivable received as proceeds from sale of assets | $ | $ | $ | |||||||||
| Unrealized gain on marketable securities | $ | $ | $ | |||||||||
| Accounts receivable converted to notes receivable | $ | $ | $ | |||||||||
| Refinanced long-term debt | $ | $ | $ | |||||||||
| Net increase in notes payable from trade-in of aircraft | $ | $ | $ | |||||||||
Operating lease right-of-use assets established upon adoption of ASC 842 | $ | $ | $ | |||||||||
Deferred rent liabilities reclassified upon adoption of ASC 842 | $ | $ | $ | |||||||||
Operating lease liabilities established upon adoption of ASC 842 | $ | $ | $ | |||||||||
| Unpaid liabilities on capital expenditures | $ | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
| 47 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
1. Nature of Business
RCI Hospitality Holdings, Inc. (the “Company,” “we,” “us,” or “our”) is a holding company incorporated in Texas in 1994. Through its subsidiaries, the Company currently owns and operates establishments that offer live adult entertainment, restaurant, and/or bar operations. These establishments are located in Houston, Austin, San Antonio, Dallas, Fort Worth, Odessa, Lubbock, Longview, Abilene, Edinburg, El Paso, Harlingen and Beaumont, Texas, as well as Minneapolis, Minnesota; Pittsburgh, Pennsylvania; Charlotte, North Carolina; New York, New York; Pembroke Park and Miami Gardens, Florida; Phoenix, Arizona; Sulphur, Louisiana; and Chicago, Washington Park and Kappa, Illinois. The Company also owns and operates media businesses for adults. The Company’s corporate offices are located in Houston, Texas.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accounts are maintained and the consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”).
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries in which a controlling interest is owned. Intercompany accounts and transactions have been eliminated in consolidation.
Fiscal Year
Our fiscal year ends on September 30. References to years 2020, 2019, and 2018 are for fiscal years ended September 30, 2020, 2019, and 2018, respectively. Our fiscal quarters chronologically end on December 31, March 31, June 30 and September 30.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts in the consolidated financial statements and accompanying notes. Estimates and assumptions are based on historical experience, forecasted future events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and assumptions may vary under different circumstances and conditions. We evaluate our estimates and assumptions on an ongoing basis.
Cash and Cash Equivalents
The Company considers as cash equivalents all highly liquid investments with a maturity of three months or less when purchased. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits.
| 48 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
Accounts and Notes Receivable
Accounts
receivable for club and restaurant operations are primarily comprised of credit card charges, which are generally converted to
cash in two to five days after a purchase is made. The media division’s accounts receivable are primarily comprised of receivables
for advertising sales and Expo registration. Accounts receivable also include employee advances, construction advances, and other
miscellaneous receivables. Long-term notes receivable, which have original maturity of more than one year, include consideration
from the sale of certain investment interest entities and real estate. The Company recognizes interest income on notes receivable
based on the terms of the agreement and based upon management’s evaluation that the notes receivable and interest income
will be collected. The Company recognizes allowances for doubtful accounts or notes when, based on management judgment, circumstances
indicate that accounts or notes receivable will not be collected. Allowance for doubtful accounts balance related to accounts
receivable was $
Inventories
Inventories include alcoholic beverages, energy drinks, food, and Company merchandise. Inventories are carried at net realizable value.
Property and Equipment
Property
and equipment are stated at cost. Provisions for depreciation and amortization are made using straight-line rates over the estimated
useful lives of the related assets, and the shorter of useful lives or terms of the applicable leases for leasehold improvements.
Buildings have estimated useful lives ranging from
Goodwill and Other Intangible Assets
Goodwill and other intangible assets with indefinite lives are not amortized but reviewed on an annual basis for impairment. Definite-lived intangible assets are amortized on a straight-line basis over their estimated lives.
The costs of transferable licenses purchased through open markets are capitalized as indefinite-lived intangible assets. The costs of obtaining non-transferable licenses that are directly issued by local government agencies are expensed as incurred. Annual license renewal fees are expensed over their renewal term.
Goodwill and other intangible assets that have indefinite useful lives are tested annually for impairment during our fourth fiscal quarter and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.
| 49 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
For
our goodwill impairment review, we have the option to first perform a qualitative assessment to determine if it is more likely
than not that the fair value of the reporting unit is less than its carrying value. This assessment is based on several factors,
including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to
actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting
unit is less than its carrying value based on our qualitative analysis, or if we elect to skip this step, we perform a Step 1
quantitative analysis to determine the fair value of the reporting unit. The fair value is determined using market-related valuation
models, including earnings multiples, discounted cash flows, and comparable asset market values. We recognize goodwill impairment
in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit, not to exceed the amount
of goodwill allocated to the reporting unit, based on the results of our Step 1 analysis. For the year ended September 30, 2020,
we identified seven reporting units that were impaired and recognized a goodwill impairment loss totaling $
For
indefinite-lived intangibles, specifically SOB licenses, we determine fair value by estimating the multiperiod excess earnings
of the asset. For indefinite-lived tradename, we determine fair value by using the relief from royalty method. The fair value
is then compared to the carrying value and an impairment charge is recognized by the amount by which the carrying amount exceeds
the fair value of the asset. We recorded impairment charges for SOB licenses amounting to $
Impairment of Long-Lived Assets
The
Company reviews long-lived assets, such as property and equipment, intangible assets subject to amortization, and right-of-use
assets on operating leases for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant
underperformance relative to historical or projected future operating results, significant changes in the manner of use of the
acquired assets or the strategy for the overall business, and significant negative industry or economic trends. Recoverability
of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted
cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not
recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value. We define our asset group
as an operating club or restaurant location, which is also our reporting unit or the lowest level for which cash flows can be
identified. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount
or fair value less costs to sell and are no longer depreciated. For assets held for sale, we measure fair value using an estimation
based on quoted prices for similar items in active or inactive markets (level 2) developed using observable data. The assets and
liabilities of a disposal group classified as held for sale are presented separately in the appropriate asset and liability sections
of the balance sheet. During fiscal 2020, the Company impaired one club and one Bombshells unit for a total of $
| 50 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
Fair Value of Financial Instruments
The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying value of notes receivable and short and long-term debt also approximates fair value since these instruments bear market rates of interest. None of these instruments are held for trading purposes.
Comprehensive Income (Loss)
Comprehensive income (loss) is the total of net income or loss and all other changes in net assets arising from non-owner sources, which are referred to as items of other comprehensive income (loss). An analysis of changes in components of accumulated other comprehensive income is presented in the consolidated statements of comprehensive income (loss).
Revenue Recognition
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 consolidated statements of operations. 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 (ASC 840 in prior year).
Refer to Notes 5 and 22 for additional disclosures on revenues and leases, respectively.
Advertising and Marketing
Advertising and marketing expenses are primarily comprised of costs related to public advertisements and giveaways, which are used for promotional purposes. Advertising and marketing expenses are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. See Note 6.
Income Taxes
The Company and its subsidiaries are subject to U.S. federal income tax and income taxes imposed in the state and local jurisdictions where we operate our businesses. Deferred income taxes are determined using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.
| 51 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
U.S. GAAP creates a single model to address accounting for uncertainty in tax positions by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. We recognize penalties related to unrecognized tax benefits as a component of selling, general and administrative expenses, and recognize interest accrued related to unrecognized tax benefits in interest expense.
Investments
Investments
in companies in which the company has a
Paycheck Protection Program
The Company’s policy is to account for the Paycheck Protection Program (“PPP”) loan as debt (see Note 10). The Company will continue to record the loan as debt until either (1) the loans are partially or entirely forgiven and the Company has been legally released from the obligation, at which point the amount forgiven will be recorded as income, or (2) the Company pays off the loans.
Basic earnings (loss) per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings or losses of the Company. Potential common stock shares consist of shares that may arise from outstanding dilutive common restricted stock, stock options and warrants (the number of which is computed using the treasury stock method) and from outstanding convertible debentures (the number of which is computed using the if-converted method). Diluted earnings (loss) per share considers the potential dilution that could occur if the Company’s outstanding common restricted stock, stock options, warrants and convertible debentures were converted into common stock that then shared in the Company’s earnings or losses (as adjusted for interest expense, that would no longer be incurred if the debentures were converted).
| 52 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
During the years ended September 30, 2020, 2019, and 2018, the Company did not have any outstanding dilutive securities that are considered adjustment items to reconcile the numerator and the denominator in the calculation of basic and diluted earnings (loss) per share.
The Company recognizes all employee stock-based compensation as a cost in the consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the award and recognized as expense over their requisite service period. The Company estimates grant date fair value using the Black-Scholes option-pricing model. The critical estimates are volatility, expected life and risk-free rate.
At September 30, 2020 and 2019, the Company has stock options outstanding, and as of September 30, 2020, the Company’s 2010 Stock Option Plan contractually expired.
| 53 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
Legal and Other Contingencies
The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In the opinion of management, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies for asserted legal and other claims. The Company recognizes legal fees and expenses, including those related to legal contingencies, as incurred.
Generally, the Company recognizes gain contingencies when they are realized or when all related contingencies have been resolved.
The Company maintains insurance that covers claims arising from risks associated with the Company’s business including claims for workers’ compensation, general liability, property, auto, and business interruption coverage. The Company carries substantial insurance to cover such risks with large deductibles and/or self-insured retention. These policies have been structured to limit our per-occurrence exposure. The Company believes, and the Company’s experience has been, that such insurance policies have been sufficient to cover such risks.
Fair Value Accounting
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels.
U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| ● | Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| ● | Level 2 – Include other inputs that are directly or indirectly observable in the marketplace. | |
| ● | Level 3 – Unobservable inputs which are supported by little or no market activity. |
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The
Company classifies its marketable securities as available-for-sale, which are reported at fair value. Unrealized holding gains
and losses, net of the related income tax effect, if any, on available-for-sale securities were excluded from income and were
reported as accumulated other comprehensive income in equity until our adoption of ASU 2016-01 as of October 1, 2018. Realized
gains and losses (and unrealized gains and losses upon the adoption of ASU 2016-01) from securities classified as available-for-sale
are included in comprehensive income (loss). The Company measures the fair value of its marketable securities based on
quoted prices for identical securities in active markets, or Level 1 inputs. Available-for-sale securities, which are included
in other assets in the consolidated balance sheets, had a balance of $
| 54 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
In accordance with U.S. GAAP, the Company reviews its marketable securities to determine whether a decline in fair value of a security below the cost basis is other than temporary. Should the decline be considered other than temporary, the Company writes down the cost basis of the security and include the loss in current earnings as opposed to an unrealized holding loss. No losses or other-than-temporary impairments in our marketable securities portfolio were recognized during the years ended September 30, 2020, 2019, and 2018.
Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis
Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in other charges, net in the consolidated statements of operations.
Assets and liabilities that are measured at fair value on a nonrecurring basis are as follows (in thousands):
| Fair Value at Reporting Date Using | ||||||||||||||||
| Quoted Prices in | Significant | |||||||||||||||
| Active Markets for | Significant Other | Unobservable | ||||||||||||||
| September 30, | Identical Asset | Observable Inputs | Inputs | |||||||||||||
| Description | 2020 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Property and equipment | $ | $ | $ | $ | ||||||||||||
| Indefinite-lived intangibles | ||||||||||||||||
| Goodwill | ||||||||||||||||
| Operating lease right-of-use assets* | ||||||||||||||||
| Operating lease liabilities* | ( | ) | ( | ) | ||||||||||||
| Other assets (equity securities) | ||||||||||||||||
| * |
| Fair Value at Reporting Date Using | ||||||||||||||||
| Quoted Prices in | Significant | |||||||||||||||
| Active Markets for | Significant Other | Unobservable | ||||||||||||||
| September 30, | Identical Asset | Observable Inputs | Inputs | |||||||||||||
| Description | 2019 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Property and equipment | $ | $ | $ | $ | ||||||||||||
| Indefinite-lived intangibles | ||||||||||||||||
| Definite-lived intangibles | ||||||||||||||||
| Goodwill | ||||||||||||||||
| Other assets (equity securities) | ||||||||||||||||
| 55 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
| Unrealized Gain (Loss/Impairments) Recognized | ||||||||||||
| Years Ended September 30, | ||||||||||||
| Description | 2020 | 2019 | 2018 | |||||||||
| Goodwill | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Property and equipment, net | ( | ) | ( | ) | ( | ) | ||||||
| Indefinite-lived intangibles | ( | ) | ( | ) | ( | ) | ||||||
| Operating lease right-of-use assets | ( | ) | ||||||||||
| Other assets (equity securities) | ( | ) | ( | ) | ||||||||
Impact of Recently Issued Accounting Standards
In
February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2016-02, Leases (Topic 842), on accounting for leases which requires lessees to recognize most leases on their balance
sheets for the rights and obligations created by those leases. The guidance requires enhanced disclosures regarding the amount,
timing, and uncertainty of cash flows arising from leases, and will be effective for interim and annual periods beginning after
December 15, 2018. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-11 providing for certain practical expedients
in the implementation of ASU 2016-02. The guidance requires the use of a modified retrospective approach. We adopted ASU 2016-02
and related amendments as of October 1, 2019 and elected the package of practical expedients permitted under the transition guidance
within the new standard, which among other things, allows us to retain historical lease classification, as well as relief from
reviewing expired and existing contracts to determine if they contain leases. Our adoption of the new leasing standard resulted
in an increase of $
| 56 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies - continued
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires, among other things, the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Our evaluation indicates that our consolidated financial statements will not be significantly impacted upon adoption of this guidance.
In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (“Tax Act”) is recorded. The ASU requires financial statement preparers to disclose (1) a description of the accounting policy for releasing income tax effects from AOCI; (2) whether they elect to reclassify the stranded income tax effects from the Tax Act; and (3) information about the other income tax effects that are reclassified. The amendments affect any organization that is required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The ASU is effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. We adopted ASU 2018-02 as of October 1, 2019. Our adoption of this guidance did not have an impact on our consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements of Accounting Standards Codification (“ASC”) Topic 820 with certain removals, modifications, and additions. Eliminated disclosures that may affect the Company include (1) transfers between level 1 and level 2 of the fair value hierarchy, and (2) policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy. Modified disclosures that may affect the Company include (1) a requirement to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse if the entity has communicated the timing publicly for investments in certain entities that calculate net asset value, and (2) clarification that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additional disclosures that may affect the Company include (1) disclosure of changes in unrealized gains and losses for the period included in other comprehensive income for recurring level 3 fair value measurements held at the end of the reporting period, and (2) disclosure of the range and weighted average of significant unobservable inputs used to develop level 3 fair value measurements. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures upon issuance of the ASU and delay adoption of the additional disclosures until the effective date. Our evaluation indicates that fair value disclosures in our consolidated financial statements will be minimally impacted by the requirements of this ASU.
In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements. ASU 2019-01 aligns the guidance for fair value of the underlying asset by lessors with existing guidance in Topic 842. The ASU requires that the fair value of the underlying asset at lease commencement is its cost reflecting in volume or trade discounts that may apply. However, if there has been a significant lapse of time between the date the asset was acquired and the lease commencement date, the definition of fair value as outlined in Topic 820 should be applied. In addition, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Our evaluation indicates that our consolidated financial statements will not be significantly impacted upon adoption of this guidance.
In December 2019, the FASB issued ASU 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 are still evaluating the impact of this ASU on the Company’s consolidated financial statements.
| 57 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
3. Liquidity and Impact of COVID-19 Pandemic
In March 2020, President Donald Trump declared the coronavirus disease 2019 (“COVID-19”) pandemic as a national public health emergency. The declaration resulted in a significant reduction in customer traffic in our clubs and restaurants due to changes in consumer behavior as social distancing practices, dining room closures and other restrictions were mandated or encouraged by federal, state and local governments. Since March 2020, we have temporarily closed and reopened several of our clubs and restaurants.
The temporary closure of our clubs and restaurants caused by the COVID-19 pandemic has presented operational challenges. Our strategy is to open locations in accordance with local and state guidelines and it is too early to know when and if they will generate positive cash flows for us. Depending on the timing and number of locations we are allowed to open, and their ability to generate positive cash flow, we may need to borrow funds to meet our obligations or consider selling certain assets. The COVID-19 pandemic is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms, especially the longer the COVID-19 pandemic lasts.
To augment an expected decline in operating cash flows caused by the COVID-19 pandemic, we instituted the following measures:
| ● | Arranged and continue to arrange for deferment of principal and interest payment on certain of our debts; | |
| ● | Furloughed employees working at our clubs and restaurants, except for a limited number of managers; | |
| ● | Pay cut for all remaining salaried and hourly employees and deferral of board of director compensation; | |
| ● | Deferred or modified certain fixed monthly expenses such as insurance, rent, and taxes, among others; | |
| ● | Canceled certain non-essential expenses such as advertising, cable, pest control, point-of-sale system support, and investor relations coverage, among others. |
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 Notes 10 and 11. Ten of our
restaurant subsidiaries received amounts ranging from $
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. Lower sales, 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, including refinancing several of our debt obligations.
We continue to adhere to state and local government mandates regarding the pandemic and, since March 2020, have closed and reopened several of our locations depending on changing government mandates. As of the release of this report, we have reopened many of our club and Bombshells locations with certain operating hour restrictions and with limited occupancy.
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 future assumed
impact of COVID-19 pandemic on sales. Based on our evaluation we conducted during the quarters since the pandemic emerged, we
determined that as of September 30, 2020 our assets are impaired in a total amount of approximately $
| 58 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
4. Revision of Prior Year Immaterial Misstatement
During the fourth quarter ended September
30, 2020, the Company identified an error in the calculation of income taxes in relation to a disposed entity during the fiscal
2019 first quarter ended December 31, 2018. The error related to the recognition of income tax receivable on the disposed entity.
The Company determined the amount of the income tax receivable to be recognized with a consequent credit to income tax expense
as $
The Company assessed the materiality of the error considering both qualitative and quantitative factors and determined that the error was immaterial for fiscal 2019 but material if recorded as an out-of-period adjustment in fiscal 2020. Therefore, the Company has decided to correct the error as a revision to our previously issued financial statements and has adjusted this Form 10-K insofar as fiscal 2019 is concerned.
The tables below present the impact of the revision in the Company’s consolidated financial statements (in thousands, except per share amounts):
| Fiscal 2019 | ||||||||
| First Quarter | Full Year | |||||||
| Consolidated Statement of Income/Comprehensive Income: | ||||||||
| As previously reported — | ||||||||
| Income tax expense | $ | $ | ||||||
| Net income | $ | $ | ||||||
| Net income attributable to RCIHH common stockholders | $ | $ | ||||||
| Earnings per share - basic and diluted | $ | $ | ||||||
| Comprehensive income | $ | $ | ||||||
| Comprehensive income attributable to RCIHH common stockholders | $ | $ | ||||||
| Adjustments — | ||||||||
| Income tax expense | $ | ( | ) | $ | ( | ) | ||
| Net income | $ | $ | ||||||
| Net income attributable to RCIHH common stockholders | $ | $ | ||||||
| Earnings per share - basic and diluted | $ | $ | ||||||
| Comprehensive income | $ | $ | ||||||
| Comprehensive income attributable to RCIHH common stockholders | $ | $ | ||||||
| As revised — | ||||||||
| Income tax expense | $ | $ | 3,744 | |||||
| Net income | $ | $ | 20,445 | |||||
| Net income attributable to RCIHH common stockholders | $ | $ | 20,294 | |||||
| Earnings per share - basic and diluted | $ | $ | 2.10 | |||||
| Comprehensive income | $ | $ | 20,225 | |||||
| Comprehensive income attributable to RCIHH common stockholders | $ | $ | 20,074 | |||||
| December 31, 2018 | March
31, 2019 | June
30, 2019 | September 30, 2019 | December 31, 2019 | March
31, 2020 | June
30, 2020 | ||||||||||||||||||||||
| Consolidated Balance Sheet: | ||||||||||||||||||||||||||||
| As previously reported — | ||||||||||||||||||||||||||||
| Accounts receivable, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Retained earnings | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total RCIHH stockholders’ equity | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total equity | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Adjustments — | ||||||||||||||||||||||||||||
| Accounts receivable, net | $ | |||||||||||||||||||||||||||
| Total current assets | $ | |||||||||||||||||||||||||||
| Total assets | $ | |||||||||||||||||||||||||||
| Retained earnings | $ | |||||||||||||||||||||||||||
| Total RCIHH stockholders’ equity | $ | |||||||||||||||||||||||||||
| Total equity | $ | |||||||||||||||||||||||||||
| As revised — | ||||||||||||||||||||||||||||
| Accounts receivable, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Retained earnings | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total RCIHH stockholders’ equity | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total equity | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
The consolidated statement of cash flows are not presented because there is no impact on total cash flows from operating, investing, and financing activities. Certain components of net cash provided by operating activities changed due to the revision but the net change amounted to zero for both the quarter ended December 31, 2018 and fiscal year ended September 30, 2019.
| 59 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
5. Revenues
Revenues, as disaggregated by revenue type, timing of recognition, and reportable segment (see also Note 19), are shown below (in thousands).
| Fiscal 2020 | ||||||||||||||||
| Nightclubs | Bombshells | Other | Total | |||||||||||||
| Sales of alcoholic beverages | $ | $ | $ | $ | ||||||||||||
| Sales of food and merchandise | ||||||||||||||||
| Service revenues | ||||||||||||||||
| Other revenues | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Recognized at a point in time | $ | $ | $ | $ | ||||||||||||
| Recognized over time | ||||||||||||||||
| $ | 88,373 | $ | 43,215 | $ | 739 | $ | 132,327 | |||||||||
| Fiscal 2019 | ||||||||||||||||
| Nightclubs | Bombshells | Other | Total | |||||||||||||
| Sales of alcoholic beverages | $ | $ | $ | $ | ||||||||||||
| Sales of food and merchandise | ||||||||||||||||
| Service revenues | ||||||||||||||||
| Other revenues | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Recognized at a point in time | $ | $ | $ | $ | ||||||||||||
| Recognized over time | ||||||||||||||||
| $ | 148,606 | $ | 30,828 | $ | 1,625 | $ | 181,059 | |||||||||
| Fiscal 2018 | ||||||||||||||||
| Nightclubs | Bombshells | Other | Total | |||||||||||||
| Sales of alcoholic beverages | $ | $ | $ | $ | ||||||||||||
| Sales of food and merchandise | ||||||||||||||||
| Service revenues | ||||||||||||||||
| Other revenues | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Recognized at a point in time | $ | $ | $ | $ | ||||||||||||
| Recognized over time | ||||||||||||||||
| $ | 140,060 | $ | 24,094 | $ | 1,594 | $ | 165,748 | |||||||||
* Lease revenue (included in Other Revenues) is covered by ASC 842 in the current year (and ASC 840 in the prior years. All other revenues are covered by ASC Topic 606.
| 60 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
5. Revenues - continued
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 consolidated balance sheet. A reconciliation of contract liabilities with customers, included in accrued liabilities in our consolidated balance sheets, is presented below:
| Balance at September 30, 2018 | Consideration Received | Recognized in Revenue | Balance at September 30, 2019 | Consideration Received | Recognized in Revenue | Balance at September 30, 2020 | ||||||||||||||||||||||
| Ad revenue | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Expo revenue | ( | ) | ||||||||||||||||||||||||||
| Other | ( | ) | ( | ) | ||||||||||||||||||||||||
| $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
6. Selected Account Information
The components of accounts receivable, net are as follows (in thousands):
| September 30, | ||||||||
| 2020 | 2019 | |||||||
(As Revised) | ||||||||
| Credit card receivables | $ | $ | ||||||
| Income tax refundable | ||||||||
| Insurance receivable | ||||||||
| ATM-in-transit | ||||||||
| Other (net of allowance for doubtful accounts of $ | ||||||||
| $ | $ | |||||||
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
The components of accrued liabilities are as follows (in thousands):
| September 30, | ||||||||
| 2020 | 2019 | |||||||
| Insurance | $ | $ | ||||||
| Payroll and related costs | ||||||||
| Property taxes | ||||||||
| Sales and liquor taxes | ||||||||
| Interest | ||||||||
| Patron tax | ||||||||
| Lawsuit settlement | ||||||||
| Unearned revenues | ||||||||
| Other | ||||||||
| $ | $ | |||||||
| 61 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
6. Selected Account Information - continued
The components of selling, general and administrative expenses are as follows (in thousands):
| Years Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Taxes and permits | $ | $ | $ | |||||||||
| Advertising and marketing | ||||||||||||
| Supplies and services | ||||||||||||
| Insurance | ||||||||||||
| Lease | ||||||||||||
| Legal | ||||||||||||
| Utilities | ||||||||||||
| Charge cards fees | ||||||||||||
| Security | ||||||||||||
| Accounting and professional fees | ||||||||||||
| Repairs and maintenance | ||||||||||||
| Other | ||||||||||||
| $ | $ | $ | ||||||||||
The components of other charges, net are as follows (in thousands):
| Years Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Impairment of assets | $ | $ | $ | |||||||||
| Settlement of lawsuits | ||||||||||||
| Loss (gain) on sale of businesses and assets | ( | ) | ( | ) | ||||||||
| Loss (gain) on insurance | ( | ) | ( | ) | ||||||||
| $ | $ | $ | ||||||||||
7. Property and Equipment
Property and equipment consisted of the following (in thousands):
| September 30, | ||||||||
| 2020 | 2019 | |||||||
| Buildings and land | $ | $ | ||||||
| Equipment | ||||||||
| Leasehold improvements | ||||||||
| Furniture | ||||||||
| Total property and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Included
in buildings and leasehold improvements above are construction-in-progress amounting to $
Depreciation
expense was approximately $
| 62 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
8. Assets Held for Sale
As
of September 30, 2019, the Company had two real estate properties for sale. The aggregate estimated fair value of the properties
less cost to sell as of September 30, 2019 was approximately $
During
the three months ended December 31, 2019, the Company classified as held-for-sale another real estate property with an aggregate
estimated fair value of the property less cost to sell of $
During
the three months ended June 30, 2020, the Company sold one held-for-sale property valued at $
During
the three months ended September 30, 2020, the Company reverted the remaining held-for-sale real estate property with a value
of $
The Company expects the properties held for sale, which are primarily comprised of land and buildings, to be sold within 12 months through property listings by our real estate brokers.
No liabilities were associated with held-for-sale assets as of September 30, 2019. Gains or losses on the sale of properties held for sale are included in other charges (gains), net within the consolidated statements of operations.
| 63 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
9. Goodwill and Other Intangible Assets
Goodwill and other intangible assets consisted of the following (in thousands):
| September 30, | ||||||||
| 2020 | 2019 | |||||||
| Indefinite useful lives: | ||||||||
| Goodwill | $ | $ | ||||||
| Licenses | ||||||||
| Tradename | ||||||||
| Amortization Period | ||||||||||
| Definite useful lives: | ||||||||||
| Discounted leases | ||||||||||
| Non-compete agreements | ||||||||||
| Software | ||||||||||
| Distribution agreement | ||||||||||
| Total goodwill and other intangible assets | $ | $ | ||||||||
| 2020 | 2019 | |||||||||||||||||||||||
| Definite- Lived Intangibles | Indefinite- Lived Intangibles | Goodwill | Definite- Lived Intangibles | Indefinite- Lived Intangibles | Goodwill | |||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Acquisitions | ||||||||||||||||||||||||
| Impairment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Amortization | ( | ) | ( | ) | ||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
As
of September 30, 2020 and 2019, the accumulated impairment balance of indefinite-lived intangibles was $
Indefinite-lived
intangible assets consist of sexually oriented business licenses and tradename, which were obtained as part of acquisitions. These
licenses are the result of zoning ordinances, thus are valid indefinitely, subject to filing annual renewal applications, which
are done at minimal costs to the Company. The discounted cash flow of the income approach method was used in calculating the value
of these licenses in a business combination, while the relief-from-royalty method was used in calculating the value of tradenames.
During the fiscal year ended September 30, 2020, the Company recognized a $
| 64 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
10. Debt
Long-term debt consisted of the following (in thousands):
| September 30, | ||||||||||
| 2020 | 2019 | |||||||||
| Notes
payable at |
(d)(1) | $ | $ | |||||||
| Non-interest-bearing
debts to State of Texas, mature |
(d)(2) | |||||||||
| Note
payable at |
*(a)(6ii)(7) | |||||||||
| Note
payable at |
*(a)(6iii)(7) | |||||||||
| Note
payable at |
(d)(3)(25) | |||||||||
| Notes
payable at |
(d)(4)(26) | |||||||||
| Note
payable at |
(b)(5)(23) | |||||||||
| Note
payable at |
(b)(5) | |||||||||
| Note
payable at |
*(a)(6i)(7)(8)(9) | |||||||||
| Note
payable at |
(c)(10) | |||||||||
| Note
payable at |
*(a)(12) | |||||||||
| Note
payable at prime
plus |
*(a)(13) | |||||||||
| Note
payable initially at prime plus |
*(a)(13) | |||||||||
| Note
payable at |
(a)(14) | |||||||||
| Note
payable at |
*(a)(11) | |||||||||
| Note
payable at |
(d)(15)(24) | |||||||||
| Note
payable at |
(a)(17) | |||||||||
| Note
payable at |
*(a)(16) | |||||||||
| Note
payable at |
*(a)(22) | |||||||||
| Note
payable at |
(c)(21) | |||||||||
| Note
payable at |
(b)(19) | |||||||||
| Note
payable at |
(b)(20) | |||||||||
| Notes
payable at |
(d)(18) | |||||||||
| Note
payable at |
(b)(20) | |||||||||
| Paycheck
Protection Program loans at |
(d)(27) | |||||||||
| Total debt | ||||||||||
| Less unamortized debt discount and issuance costs | ( |
) | ( |
) | ||||||
| Less current portion | ( |
) | ( |
) | ||||||
| Total long-term portion of debt, net | $ | $ | ||||||||
| * |
| 65 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
10. Debt - continued
Following is a summary of long-term debt at September 30 (in thousands):
| 2020 | 2019 | |||||||
| (a) Secured by real estate | $ | $ | ||||||
| (b) Secured by stock in subsidiary | ||||||||
| (c) Secured by other assets | ||||||||
| (d) Unsecured | ||||||||
| $ | $ | |||||||
(1)
In connection with the acquisition of Silver City in January 2012, the Company executed notes to the seller in the amount of $
(2)
In 2015, the Company reached a settlement with the State of Texas over payment of the state’s Patron Tax on adult club customers.
To resolve the issue of taxes owed, the Company agreed to pay $
(3)
On October 5, 2016, the Company refinanced $
(4) On May 1, 2017, the Company raised
$
(5)
On May 8, 2017, in relation to the Scarlett’s acquisition (see Note 16), the Company executed two promissory notes with
the sellers: (i) a
| 66 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
10. Debt - continued
(6)
On December 14, 2017, the Company entered into a loan agreement (“December 2017 Refinancing Loan”) with a bank for
$
| i) | The
first note amounts to $ | |
| ii) | The
second note amounts to $ | |
| iii) | The
third note amounts to $ |
(7)
In addition to the monthly principal and interest payments as provided above,
| 67 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
10. Debt - continued
(8)
In connection with the Repaid Notes, we wrote off $
(9)
Included in the $62.5 million first note of the December 2017 Refinancing Loan was $
(10)
On December 7, 2017, the Company borrowed $
(11) On
February 15, 2018, the Company borrowed $
(12)
On February 20, 2018, the Company refinanced a bank note with a balance of $
(13) On April 24, 2018, the Company acquired
certain land for future development of a Bombshells in Houston, Texas for $
(14) On May 25, 2018, the Company acquired
a club in Kappa, Illinois for $
| 68 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
10. Debt - continued
(15)
On August 15, 2018, the Company refinanced a $
(16)
On September 6, 2018, the Company borrowed $
(17) On September
26, 2018, the Company refinanced a $
(18) On November 1, 2018, the Company
raised $
(19)
On November 1, 2018, we acquired a club in Chicago that was
partially financed by a $
(20)
On November 5, 2018, we acquired a club in Pittsburgh that was
partially financed by two seller notes payable. The first note is a
(21)
On December 11, 2018, the Company purchased an aircraft for
$
(22)
On February 8, 2019, the Company refinanced a one-year bank note with a balance of $
(23) In December 2019, the Company amended
the $
(24) On February 20, 2020, in
relation to a $
(25) On February 20, 2020, in
relation to a $
(26) On May 1, 2020, the Company negotiated
extensions to November 1, 2020 on $
(27) On May 8, 2020, the Company received
approval and funding under the PPP of the CARES Act for its restaurants, shared service entity and lounge amounting to $5.4
million. If not forgiven, under the terms of the loans as provided by the CARES Act, the
twelve PPP loans bear an interest rate of 1% per annum. As of the filing of this report, we have received ten
Notices of PPP Forgiveness Payment from the Small Business Administration out of the twelve of our PPP loans granted.
| 69 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
10. Debt – continued
Future maturities of debt obligations as of September 30, 2020 consist of the following (in thousands):
| Regular Amortization | Balloon Payments | Total Payments | ||||||||||
| 2021 | $ | $ | $ | |||||||||
| 2022 | ||||||||||||
| 2023 | ||||||||||||
| 2024 | ||||||||||||
| 2025 | ||||||||||||
| Thereafter | ||||||||||||
| $ | $ | $ | ||||||||||
11. Income Taxes
Additionally,
for the fiscal year ended September 30, 2018, in accordance with FASB ASC Topic 740, we remeasured our deferred tax balances to
reflect the reduced rate that will apply when these deferred taxes are settled or realized in future periods. The remeasurement
resulted in a $
Income tax expense (benefit) consisted of the following (in thousands):
| Years Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
(As Revised) | ||||||||||||
| Current | ||||||||||||
| Federal | $ | $ | $ | |||||||||
| State and local | ||||||||||||
| Total current income tax expense (benefit) | ||||||||||||
| Deferred | ||||||||||||
| Federal | ( | ) | ( | ) | ||||||||
| State and local | ( | ) | ( | ) | ||||||||
| Total deferred income tax expense (benefit) | ( | ) | ( | ) | ||||||||
| Total income tax expense (benefit) | $ | ( | ) | $ | $ | ( | ) | |||||
The Company and its subsidiaries do not operate in tax jurisdictions outside of the United States.
| 70 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
11. Income Taxes - continued
Income tax expense (benefit) differs from the “expected” income tax expense computed by applying the U.S. federal statutory rate to earnings before income taxes for the years ended September 30 as a result of the following (in thousands):
| Years Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Computed expected income tax expense (benefit) | $ | ( | ) | $ | $ | |||||||
| State income taxes, net of federal benefit | ||||||||||||
| Deferred taxes on subsidiaries acquired/sold | - | - | ||||||||||
| Permanent differences | ||||||||||||
| Change in deferred tax liability rate | - | - | ( | ) | ||||||||
| Change in valuation allowance | - | - | ||||||||||
| Tax credits | ( | ) | ( | ) | ( | ) | ||||||
| Other | ( | ) | ( | ) | ||||||||
| Total income tax expense (benefit) | $ | ( | ) | $ | $ | ( | ) | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):
| September 30, | ||||||||
| 2020 | 2019 | |||||||
| Deferred tax assets: | ||||||||
| Patron tax | $ | $ | ||||||
| Capital loss carryforwards | ||||||||
| Other | - | |||||||
| Valuation allowance | ( | ) | - | |||||
| Deferred tax liabilities: | ||||||||
| Intangibles | ( | ) | ( | ) | ||||
| Property and equipment | ( | ) | ( | ) | ||||
| Other | - | ( | ) | |||||
| ( | ) | ( | ) | |||||
| $ | ( | ) | $ | ( | ) | |||
Included
in the Company’s deferred tax liabilities at September 30, 2020 and 2019 is the tax effect of indefinite-lived intangible
assets from club acquisitions amounting to approximately $
The
Company may recognize the tax benefit from uncertain tax positions only if it is at least more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized
in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty
percent likelihood of being realized upon settlement with the taxing authorities. We recognize accrued interest related to unrecognized
tax benefits as a component of accrued liabilities. We recognize penalties related to unrecognized tax benefits as a component
of selling, general and administrative expenses, and recognize interest accrued related to unrecognized tax benefits in interest
expense. In fiscal 2018, the Company released $
| 71 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
11. Income Taxes - continued
The following table shows the changes in the Company’s uncertain tax positions (in thousands):
| Years Ended September 30, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Balance at beginning of year | $ | - | $ | $ | ||||||||
| Additions for tax positions of prior years | - | - | - | |||||||||
| Decrease related to settlements with taxing authorities | - | - | ( |
) | ||||||||
| Reduction due to lapse from closed examination | - | ( |
) | - | ||||||||
| Balance at end of year | $ | $ | $ | |||||||||
The full balance of uncertain tax positions, if recognized, would affect the Company’s annual effective tax rate, net of any federal tax benefits. The Company does not expect any changes that will significantly impact its uncertain tax positions within the next twelve months.
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 only immaterial changes. 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, 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 Company is currently evaluating the impact of the provisions
of the CARES Act. 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 has submitted its application for a PPP loan and on May 8, 2020 has received approval
and funding for its restaurants, shared service entity and lounge. Ten of our restaurant subsidiaries received amounts
ranging from $
12. Commitments and Contingencies
Leases
See Note 22.
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 $
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 $
The
aggregate balance of Patron Tax settlement liability, which is included in long-term debt in the consolidated balance sheets,
amounted to $
A
declaratory judgment action was brought by five operating subsidiaries of the Company to challenge a Texas Comptroller administrative
rule related to the $
| 72 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
Legal Matters – continued
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
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 allege 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 seek unspecified damages, costs, and attorneys’ fees. These lawsuits are 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); 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 adds director Nourdean Anakar and former director 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. As of December 12, 2020, briefing on the motion to dismiss is complete, and we are currently waiting for the court to rule on the motion. The Company intends to continue to vigorously defend against this action. This action is in its preliminary phase, and a potential loss cannot yet be estimated.
On August 16, 2019, a shareholder derivative action was filed in the Southern District of Texas, Houston Division against officers and directors Eric S. Langan, Phillip Marshall, Nourdean Anakar, Yura Barabash, Luke Lirot, Travis Reese, former director Steven Jenkins, and RCI Hospitality Holdings, Inc., as nominal defendant. The action alleges that the individual officers and directors made or caused the Company to make a series of materially false and/or misleading statements and omissions regarding the Company’s business, operations, prospects, and legal compliance and engaged in or caused the Company to engage in, inter alia, related party transactions, questionable uses of corporate assets, and failure to maintain internal controls. The action asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and violations of Sections 14(a), 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint seeks injunctive relief, damages, restitution, costs, and attorneys’ fees. The case, Cecere v. Langan, et al., is in its early stage, and a potential loss cannot yet be estimated.
| 73 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
Legal Matters – continued
SEC Matter and Internal Review
In mid- and late 2018, a series of negative articles about the Company was anonymously published in forums associated with the short-selling community. Subsequently in 2019, the SEC initiated an informal inquiry. In connection with these events, a special committee of the Company’s audit committee engaged independent outside counsel to conduct an internal review. Management of the Company fully cooperated with the internal review conducted by the special committee and its outside counsel. The board of directors has implemented the recommendations resulting from the internal review. As of the date hereof, the internal review has been completed.
Since the initiation of the informal inquiry in early 2019 and the investigation conducted by the SEC thereafter, the Company and its management have fully cooperated with the SEC.
On September 21, 2020, the SEC concluded its investigation and reached a settlement with the Company, Eric Langan, and Phil Marshall. Separately, the SEC also reached a settlement with a former director. As part of the settlement, the Company, Eric Langan, and Phil Marshall agreed, without admitting or denying the allegations, to an order instituting cease-and-desist proceedings regarding certain sections of the Securities Exchange Act of 1934 and certain rules promulgated thereunder.
The SEC’s order as to the Company,
Eric Langan, and Phil Marshall found that, from fiscal 2014 through 2019, the Company failed to disclose a total of $
The SEC’s order as to the Company,
Mr. Langan, and Mr. Marshall found that the Company and Mr. Langan violated, and Mr. Langan and Mr. Marshall caused the Company
to violate, the proxy solicitation provisions of Section 14(a) of the Securities Exchange Act of 1934 and Rules 14a-3 and 14a-9
thereunder. The order further found that the Company violated, and Mr. Langan and Mr. Marshall caused the Company to violate,
the reporting provisions of Section 13(a) of the Exchange Act and Rules 13a-1 and 12b-20 thereunder, the books and records provisions
of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and the disclosure controls provision of Rule 13a-15(a) under the
Exchange Act. The Company, Mr. Langan, and Mr. Marshall have agreed, without admitting or denying the SEC’s findings, to
a cease-and-desist order and to pay civil penalties in the amounts of $
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.
The
Company has been sued by a landlord in the 333rd Judicial District Court of Harris County, Texas for a Houston Bombshells which
was under renovation in 2015. The plaintiff alleges RCI Hospitality Holdings, Inc.’s subsidiary, BMB Dining Services (Willowbrook),
Inc., breached a lease agreement by constructing an outdoor patio, which allegedly interfered with the common areas of the shopping
center, and by failing to provide Plaintiff with proposed plans before beginning construction. Plaintiff also asserts RCI Hospitality
Holdings, Inc. is liable as guarantor of the lease. The lease was for a Bombshells restaurant to be opened in the Willowbrook
Shopping Center in Houston, Texas. Both RCI Hospitality Holdings, Inc. and BMB Dining Services (Willowbrook), Inc. have denied
liability and assert that Plaintiff has failed to mitigate its claimed damages. Further, BMB Dining Services (Willowbrook), Inc.
asserts that Plaintiff affirmatively represented that the patio could be constructed under the lease and has filed counter claims
and third-party claims against Plaintiff and Plaintiff’s manager asserting that they committed fraud and that the landlord
breached the applicable agreements. The case was tried to a jury in late September 2018 and an adverse judgment was entered in
January 2019 in the amount totaling $
| 74 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
Legal Matters – continued
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 $
As set forth in the risk factors as disclosed in this report, 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.
Due to several COVID-19 regulations and restrictions imposed on some of our businesses by local municipalities and/or States, certain of our subsidiaries are plaintiffs to lawsuits that have been filed on behalf of the affected entities to have the restrictions eased or removed entirely. The lawsuits may increase or decrease based on the spread of the disease and new or additional restrictions placed on our businesses.
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.
Settlement
of lawsuits for the years ended September 30, 2020, 2019, and 2018 total $
| 75 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
13. Common Stock
During
the year ended September 30, 2018, the Company paid quarterly dividends of $ per share for an aggregate amount of $
During the year ended September 30, 2019, the following common stock transactions occurred:
| ● | The
Company acquired shares of its own common stock at a cost of $ | |
| ● | The
Company paid quarterly dividends of $ per share, except for the fourth quarter when $ per share was paid, for an aggregate
amount of $ |
During the year ended September 30, 2020, the following common stock transactions occurred:
| ● | The
Company acquired shares of its own common stock at a cost of $ | |
| ● | The
Company paid quarterly dividends of $ per share, except for the second and fourth quarters when $ per share was paid,
for an aggregate amount of $ |
Subsequent
to September 30, 2020 through the filing date of this report, we purchased shares of the Company’s common
stock for a total of $
14. Employee Retirement Plan
The
Company sponsors a Simple IRA plan (the “Plan”), which covers all of the Company’s corporate employees. The
Plan allows corporate employees to contribute up to the maximum amount allowed by law, with the Company making a matching contribution
of up to
15. Insurance Recoveries
One of our clubs in Washington Park, Illinois was temporarily closed due to a fire during the third quarter of 2019, and another club in Fort Worth, Texas sustained weather-related damage toward the end of fiscal 2018. During the fourth quarter of 2020, one club in Sulphur, Louisiana incurred damage from a hurricane. We wrote off the net carrying value of the assets destroyed in the said events and recorded corresponding recovery of losses or gains in as much as the insurers have paid us or where contingencies relating to the insurance claims have been resolved.
In relation to these casualty events, we recorded the following in our consolidated financial statements (in thousands):
| For the Year Ended September 30, | ||||||||||||||
| Included in | 2020 | 2019 | 2018 | |||||||||||
| Consolidated balance sheets (period end) | ||||||||||||||
| Insurance receivable | Account receivable, net | $ | $ | $ | ||||||||||
| Consolidated statements of operations – loss (gain) | ||||||||||||||
| Business interruption | Other charges, net | $ | ( | ) | $ | ( | ) | $ | ||||||
| Property | Other charges, net | $ | $ | ( | ) | $ | ( | ) | ||||||
| Consolidated statements of cash flows | ||||||||||||||
| Proceeds from business interruption insurance claims | Operating activity | $ | $ | $ | ||||||||||
| Proceeds from property insurance claims | Investing activity | $ | $ | $ | ||||||||||
The
net property insurance gain/loss amount in fiscal 2020, 2019, and 2018 was net of assets written off and expenses
amounting to $ $
| 76 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
16. Acquisitions and Dispositions
2018 Acquisitions
At
September 30, 2017, the Company held a $
On
May 25, 2018, the Company acquired a club in Kappa, Illinois for $
On
September 6, 2018, a subsidiary acquired the remaining
2018 Disposition
On
December 11, 2017, the Company sold one of the properties held for sale for $
2019 Acquisitions
On
November 1, 2018, the Company acquired the stock of a club in Chicago for $
| 77 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
16. Acquisitions and Dispositions - continued
The following information summarizes the allocation of fair values assigned to the assets at acquisition date (in thousands):
| Land and building | $ | |||
| Inventory | ||||
| Furniture and equipment | ||||
| Noncompete | ||||
| SOB license | ||||
| Goodwill | ||||
| Deferred tax liability | ( | ) | ||
| Net assets | $ |
On
November 5, 2018, the Company acquired the assets of a club in Pittsburgh for $
The following information summarizes the allocation of fair values assigned to the assets at acquisition date (in thousands):
| Land and building | $ | |||
| Inventory | ||||
| Furniture and equipment | ||||
| Noncompete | ||||
| Goodwill | ||||
| Net assets | $ |
2019 Dispositions
In
October 2018,
| 78 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
16. Acquisitions and Dispositions - continued
In
November 2018, the Company sold two assets held for sale in Houston and San Antonio, Texas for a combined sales price of $
On
January 24, 2019, the Company sold a held-for-sale property in Dallas, Texas for a total sales price of $
On
March 21, 2019, the Company sold a held-for-sale property adjacent to our Bombshells 249 location for a total sales price of $
In
April 2019, the Company sold another held-for-sale property adjacent to our Bombshells I-10 location for a total sales price of
$
In
June 2019, the Company sold a property located in Lubbock, Texas for $
In
June 2019, the Company sold an aircraft for $
On
July 23, 2019, the Company sold an aircraft for a total sales price of $
On
September 30, 2019, the Company sold its Bombshells Webster location for a total sales price of $
2020 Acquisition
On
November 5, 2019, we announced that our subsidiaries had signed definitive agreements to acquire the assets and related real estate
of a well-established, top gentlemen’s club located in the Northeast Corridor for $
2020 Dispositions
On
April 1, 2020, the Company sold a corporate housing property to an employee for $
On
May 22, 2020, the Company sold land adjacent to one of our Bombshells locations in Houston for $
On
August 6, 2020, the Company sold another corporate housing property for $
| 79 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
17. Quarterly Results of Operations (Unaudited)
The following tables summarize unaudited quarterly data for fiscal 2020, 2019, and 2018 (in thousands, except per share data):
| For the Three Months Ended | ||||||||||||||||
| December 31, 2019 | March 31, 2020 | June 30, 2020 | September 30, 2020 | |||||||||||||
| Revenues(1) | $ | $ | $ | $ | ||||||||||||
| Income (loss) from operations(1) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Net income (loss) attributable to RCIHH stockholders(1) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Earnings (loss) per share(1) | ||||||||||||||||
| Basic and diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| For the Three Months Ended | ||||||||||||||||
| December 31, 2018 | March 31, 2019 | June 30, 2019 | September 30, 2019 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Income from operations(2) | $ | $ | $ | $ | ||||||||||||
| Net income attributable to RCIHH stockholders(2) | $ | $ | $ | $ | ||||||||||||
| Earnings per share(2) | ||||||||||||||||
| Basic and diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| For the Three Months Ended | ||||||||||||||||
| December 31, 2017 | March 31, 2018 | June 30, 2018 | September 30, 2018 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Income from operations(3) | $ | $ | $ | $ | ||||||||||||
| Net income (loss) attributable to RCIHH stockholders(3) | $ | $ | $ | $ | ( | ) | ||||||||||
| Earnings (loss) per share(3) | ||||||||||||||||
| Basic and diluted | $ | $ | $ | $ | ( | ) | ||||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| 80 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
| (1) | ||
| (2) | ||
| (3) |
Our nightclub operations are normally affected by seasonal factors. Historically, we have experienced reduced revenues from April through September (our fiscal third and fourth quarters) with the strongest operating results occurring during October through March (our fiscal first and second quarters), but in fiscal 2020, due to the COVID-19 pandemic, revenues during the second through the fourth quarter were significantly reduced. Our revenues in certain markets are also affected by sporting events that cause unusual changes in sales from year to year.
| 81 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
18. Impairment of Assets
During
the year ended September 30, 2018, we recorded aggregate impairment charges of $
During
the year ended September 30, 2019, we recorded aggregate impairment charges of $
During
the year ended September 30, 2020, we recorded aggregate impairment charges of $
19. 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.
| 82 |
RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
19. Segment Information - continued
Below is the financial information related to the Company’s reportable segments (in thousands):
| 2020 | 2019 | 2018 | ||||||||||
| Revenues (from external customers) | ||||||||||||
| Nightclubs | $ | $ | $ | |||||||||
| Bombshells | ||||||||||||
| Other | ||||||||||||
| $ | $ | $ | ||||||||||
| Income (loss) from operations | ||||||||||||
| Nightclubs | $ | $ | $ | |||||||||
| Bombshells | ||||||||||||
| Other | ( | ) | ( | ) | ( | ) | ||||||
| General corporate | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| Capital expenditures | ||||||||||||
| Nightclubs | $ | $ | $ | |||||||||
| Bombshells | ||||||||||||
| Other | ||||||||||||
| General corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| Depreciation and amortization | ||||||||||||
| Nightclubs | $ | $ | $ | |||||||||
| Bombshells | ||||||||||||
| Other | ||||||||||||
| General corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| September 30, 2020 | September 30, 2019 | September 30, 2018 | ||||||||||
| Total assets(1) | ||||||||||||
| Nightclubs | $ | $ | $ | |||||||||
| Bombshells | ||||||||||||
| Other | ||||||||||||
| General corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| (1) |
Excluded
from revenues in the table above are intercompany rental revenues of the Nightclubs segment amounting to $
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.
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RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
20. Noncontrolling Interests
Noncontrolling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Noncontrolling interests are reported in the consolidated balance sheets within equity. Revenue, expenses and net income attributable to both the Company and the noncontrolling interests are reported in the consolidated statements of operations.
Until
September 2018, our consolidated financial statements included noncontrolling interests related to the Company’s ownership
of
Our
consolidated financial statements include noncontrolling interests related principally to the Company’s ownership of
21. 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 September 30, 2020 and 2019 was $
Included
in the $
We
used the services of Nottingham Creations (formerly Sherwood Forest Creations, LLC), a furniture fabrication company that manufactures
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 approximately $
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 2020 and 2019. A son-in-law of Eric Langan
owns a noncontrolling interest in TW Mechanical. Amounts billed by TW Mechanical to the third-party general contractor were approximately
$
22. Leases
ASC 840 (Related to Fiscal 2019 and 2018)
The Company leases certain facilities and equipment under operating leases. Under ASC 840, lease expense for the Company’s operating leases, which generally have escalating rentals over the term of the lease, is recorded using the straight-line method over the initial lease term whereby an equal amount of lease expense is attributed to each period during the term of the lease, regardless of when actual payments are made. Generally, this results in lease expense in excess of cash payments during the early years of a lease and lease expense less than cash payments in the later years. The difference between lease expense recognized and actual lease payments is accumulated and included in other long-term liabilities in the consolidated balance sheets.
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RCI HOSPITALITY HOLDINGS, INC.
Notes to Consolidated Financial Statements
Included
in lease expense in our consolidated statements of operations (see Note 6) were lease payments for a house that the Company’s
CEO rented to the Company for corporate housing for its out-of-town Bombshells management and trainers, of which lease expense
totaled $
Included
in the future minimum lease obligations are billboard and outdoor sign leases. These leases were recorded as advertising and marketing
expenses, and included in selling, general and administrative expenses in our consolidated statements of operations. Under ASC
840, we recorded lease expense amounting to $
ASC 842 (Related to Fiscal 2020)
The Company adopted ASC 842 as of October 1, 2019. The Company’s adoption of ASC 842 included renewal or termination options for varying periods which we deemed reasonably certain to exercise. This determination is based on our consideration of certain economic, strategic and other factors that we evaluate at lease commencement date and reevaluate throughout the lease term.
Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. The variable portion of lease payments is not included in our right-of-use assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling, general and administrative expenses in our consolidated statement of operations.
We have elected to apply the short-term lease exception for all underlying asset classes, which mainly includes equipment leases. That is, leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. We do not include significant restrictions or covenants in our lease agreements, and residual value guarantees are generally not included within our operating leases.
Our adoption of ASC 842 did not have a material impact on our lease revenue accounting as a lessor. See Note 5.
Future maturities of ASC 842 lease liabilities as of September 30, 2020 are as follows (in thousands):
Principal Payments |
Interest Payments |
Total Payments |
||||||||||
| October 2020 - September 2021 | $ | $ | $ | |||||||||
| October 2021 - September 2022 | ||||||||||||
| October 2022 - September 2023 | ||||||||||||
| October 2023 - September 2024 | ||||||||||||
| October 2024 - September 2025 | ||||||||||||
| Thereafter | ||||||||||||
| $ | $ | $ | ||||||||||
Total lease expense, under ASC 842, was included in selling, general and administrative expenses in our consolidated statement of operations, except for sublease income which was included in other revenue, for the year ended September 30, 2020 as follows (in thousands):
Year Ended September 30, 2020 | ||||
| Operating lease expense – fixed payments | $ | |||
| Variable lease expense | ||||
| Short-term equipment and other lease expense (includes $ | ||||
| Sublease income | ( | ) | ||
| Total lease expense, net | $ | |||
| Other information: | ||||
| Operating cash outflows from operating leases | $ | |||
| Weighted average remaining lease term | ||||
| Weighted average discount rate | % | |||
In relation to certain rent concessions that we received from certain of our lessors in view of the COVID-19 pandemic, we accounted for those rent concessions as deferral of payments as if the lease is unchanged. Any reduction in total lease expense during the period caused by either an extension of the lease term or a forgiveness of certain lease payments is accounted for as variable lease payment adjustments.
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RCI HOSPITALITY HOLDINGS, INC.
Schedule of Valuation and Qualifying Accounts
(Amounts in Thousands)
| Balance at beginning of year | Charged to costs and expenses(1) | Deductions(2) | Balance at end of year | |||||||||||||
| Allowance for doubtful accounts receivable | ||||||||||||||||
| Fiscal 2018 | $ | $ | $ | ( | ) | $ | ||||||||||
| Fiscal 2019 | $ | $ | $ | ( | ) | $ | ||||||||||
| Fiscal 2020 | $ | $ | $ | ( | ) | $ | ||||||||||
| Allowance for doubtful notes receivable | ||||||||||||||||
| Fiscal 2018 | $ | $ | $ | $ | ||||||||||||
| Fiscal 2019 | $ | $ | $ | $ | ||||||||||||
| Fiscal 2020 | $ | $ | $ | ( | ) | $ | ||||||||||
| Deferred tax asset valuation allowance(3) | ||||||||||||||||
| Fiscal 2018 | $ | $ | $ | $ | ||||||||||||
| Fiscal 2019 | $ | $ | $ | $ | ||||||||||||
| Fiscal 2020 | $ | $ | $ | $ | ||||||||||||
| (1) | ||
| (2) | ||
| (3) |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There have been no disagreements with accountants on accounting and financial disclosure.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this report, an evaluation was carried out by certain members of Company management, with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the effectiveness of the Company’s disclosure controls and procedures (as defined in Securities and Exchange Commission’s (“SEC”) Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of September 30, 2020. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and the CFO, to allow timely decisions regarding required disclosures.
Due to a material weakness in internal control over financial reporting described below, management concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2020. Notwithstanding the existence of this material weakness, management believes that the consolidated financial statements in this annual report filed on Form 10-K present, in all material respects, the Company’s financial condition as reported, in conformity with United States Generally Accepted Accounting Principles (“U.S. GAAP”).
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of September 30, 2020, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We identified a material weakness in internal control related to the proper design and implementation of controls over our income tax provision, specifically over management’s review of the income tax provision. Based on our evaluation and as a result of the material weakness identified, our management, with the participation of our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was not effective as of September 30, 2020.
The Company’s independent registered public accounting firm, Friedman, LLP, has expressed an adverse opinion on our internal control over financial reporting as of September 30, 2020 in the audit report that appears at the end of Part II of this Annual Report on Form 10-K.
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Remediation Plan for Existing Material Weakness
Management is committed to the remediation of the material weakness described above, as well as the continued improvement of the Company’s internal control over financial reporting. Management has been implementing, and continues to implement, measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.
Management will enhance our risk assessment process over the design and implementation of internal controls over the income tax provision, including enhanced review controls to be performed by senior accounting management.
It is our belief that these added controls will effectively remediate the existing material weakness.
Previously Reported Material Weakness in Internal Control Over Financial Reporting
As disclosed in Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, we identified a material weakness in internal control related to ineffective financial statement close and reporting controls in the areas of management review of financial statement information, independent review of journal entries, disclosure of related party transactions and accounting for loss contingencies.
Remediation Efforts to Address Material Weakness
In response to the previously reported material weakness, management has made the following changes:
| ● | developed policies and procedures to enhance the precision of management review of financial statement information; | |
| ● | implemented policies and procedures to enhance independent review of journal entries; | |
| ● | developed and implemented procedures to ensure the completeness of related party disclosures; and | |
| ● | developed and implemented procedures related to the identification and accounting for loss contingencies. |
During the fourth quarter of 2020, we completed our testing of the operating effectiveness of the implemented controls and, with the exception of the new material weakness related to the income tax provision described above, management has concluded that the previously reported material weakness has been remediated.
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Changes in Internal Control Over Financial Reporting
Except for the changes discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
We have not experienced any material impact to our internal controls over financial reporting despite the fact that many of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
Item 9B. Other Information.
None
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
RCI Hospitality Holdings, Inc.
Adverse Opinion on Internal Control over Financial Reporting
We have audited RCI Hospitality Holdings, Inc.’s (the “Company’s”) internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment:
Ineffective controls related to management’s review of the income tax provision.
This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2020 consolidated financial statements, and this report does not affect our report dated December 14, 2020, on those consolidated financial statements.
We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets and the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows of the Company, and our report dated December 14, 2020, expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A - Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ Friedman LLP | |
| Marlton, New Jersey | |
| December 14, 2020 |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
DIRECTORS AND EXECUTIVE OFFICERS
Our Directors are elected annually and hold office until the next annual meeting of our stockholders or until their successors are elected and qualified. Officers are appointed by the Board of Directors annually and serve at the discretion of the Board of Directors (subject to any existing employment agreements). There is no family relationship between or among any of our directors and executive officers. Our Board of Directors consists of seven persons. The following table sets forth our Directors and executive officers as of December 8, 2020:
| Name | Age | Position | ||
| Eric S. Langan | 52 | Director, Chairman, Chief Executive Officer, President | ||
| Bradley Chhay | 37 | Chief Financial Officer | ||
| Travis Reese | 51 | Director and Executive Vice President | ||
| Luke Lirot | 64 | Director | ||
| Nourdean Anakar | 63 | Director | ||
| Yura Barabash | 45 | Director | ||
| Elain J. Martin | 63 | Director | ||
| Arthur Allan Priaulx | 80 | Director |
Eric S. Langan has been a director since 1998, and our President, CEO and Chairman since 1999. He began his career in the hospitality industry in 1989 and has developed significant expertise in sports bar/restaurants and adult entertainment nightclubs, including related areas of real estate development and finance. Mr. Langan built the XTC Cabaret nightclub brand and merged it into RCI in 1998, expanding the scope of the company. He has been instrumental in bringing professional marketing, management, finance, and technology practices and systems to the gentlemen’s club industry. As one of the original founders of the National Association of Club Executives (ACE), Mr. Langan has been an active member of its Board of Directors since 1999. Through these activities, Mr. Langan has acquired the knowledge and skills necessary to successfully operate adult entertainment businesses.
Involvement in certain legal proceedings: On September 21, 2020, as part of the settlement of a civil administrative proceeding with the SEC, Mr. Langan agreed, without admitting or denying the findings, to a cease-and-desist order regarding certain sections of the Securities Exchange Act of 1934 and certain rules promulgated thereunder. See the subsection “SEC Matter and Internal Review” under the “Legal Matters” section within Note 12 to our consolidated financial statements within this Annual Report on Form 10-K for a description of the settlement and order, which description is incorporated herein by reference.
Bradley Chhay was appointed as our CFO on September 14, 2020. He is a Certified Public Accountant (CPA), Certified Fraud Examiner (CFE), and Certified Information Systems Auditor (CISA). He joined us in November 2015 as Controller in charge of migrating the company to an upgraded ERP system and enhancing internal and external audit and SEC reporting functions. From 2007 through 2009, he was an auditor for Deloitte & Touche LLP. From 2009 through 2013, he served as Internal Audit Senior, IT Auditor, and Senior Fraud Auditor for Live Nation Entertainment, Inc. of Beverly Hills, a publicly-traded company that markets tickets for live entertainment worldwide, owns and operates entertainment venues, and manages music artists. From 2013 through 2015, Mr. Chhay was an Audit Supervisor and Global ERP Project Lead for RigNet, Inc. of Houston, a publicly-traded digital technology company serving the oil and gas, maritime and government markets. After RigNet, he briefly served as CFO for a smaller, privately-held, multi-unit restaurant chain.
Travis Reese became a director and our Executive Vice President in 1999. From 1997 through 1999, Mr. Reese had been a senior network administrator at St. Vincent’s Hospital in Santa Fe, New Mexico. During 1997, Mr. Reese was a computer systems engineer with Deloitte & Touche. From 1995 until 1997, Mr. Reese was Vice President with Digital Publishing Resources, Inc., an Internet service provider. From 1994 until 1995, Mr. Reese was a pilot with Continental Airlines. From 1992 until 1994, Mr. Reese was a pilot with Hang On, Inc., an airline company. Mr. Reese has an Associate’s Degree in Aeronautical Science from Texas State Technical College. Mr. Reese has been involved in the adult entertainment industry since 1992. His experience and knowledge in this industry is essential to the Board’s oversight of our businesses.
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Luke Lirot became a director on July 31, 2007. Mr. Lirot received his law degree from the University of San Francisco in 1986. After serving as an intern in the San Francisco Public Defender’s Office in 1986, Mr. Lirot returned to Florida and established a private law practice where he continues to practice and specializes in adult entertainment issues. He is a past President of the First Amendment Lawyers’ Association and has actively participated in numerous state and federal legal matters. Mr. Lirot represents as counsel scores of individuals and entities within our industry. Having practiced in this area for over 30 years, he is aware of virtually every type of legal issue that can arise, making him an important member of the Board.
Nourdean Anakar became a director on September 14, 2010. Mr. Anakar is a seasoned gaming and hospitality senior executive with a 28-year successful track record in leading the development and management of top ranked gaming and hospitality operations in the United States, Europe, and Latin America. He was Chairman and CEO of Sorteo Games Inc. from 2002 through 2014 and since 2015 has been a partner of the McKinney Capital Group and oversees all international developments. He received his BA in Management Science from Duke University and CHA in Hospitality Management from the Conrad Hilton College at the University of Houston. Mr. Anakar’s experience managing and developing businesses in industries with similar characteristics to ours make him an excellent fit to the Board.
Yura Barabash became a director on September 19, 2017. Mr. Barabash has been a Chief Operating Officer of Gingko Online Learning LLC, private online learning company in Florida since July 2020 and a consultant to Chengdu Gingko Education Management, educational management company in Chengdu, China since August 2019. Mr. Barabash has extensive corporate finance experience across multiple industries domestically and internationally, and has been involved in multiple equity and debt financings and M&A transactions for public and private companies in the US, China, Brazil, EU and Russia. From 2016 to June 2019 he was a Senior Vice President of Finance at Motorsport Network LLC (www.motorsportnetwork.com) in Miami, the largest motorsport data enabled digital media company in the world. Prior to joining Motorsport Network, he was an investment banker at Primary Capital from 2011 until 2016. Previously, Mr. Barabash was an investment banker at Rodman & Renshaw and Merrill Lynch. He holds a B.A. from Sevastopol City University in Ukraine and a Master in International Affairs from Columbia University in New York City, and is fluent in Russian. Mr. Barabash is a valuable member of the Board of Directors based on his extensive corporate finance and investment banking experience across multiple industries domestically and internationally with a wide range of transactions (debt and equity). He also possesses extensive financial modeling and investor relationship experience and experience in diligence, governance and accounting.
Elaine J. Martin became a director on August 8, 2019. She is co-founder and general partner of two privately-held Houston area businesses for which she provides a broad array of management and accounting functions on a day-to-day basis. In 1993, she co-founded Medco Manufacturing LLC, which develops, manufactures and sells, under Food and Drug Administration (FDA) guidelines, equipment and disposable products used by plastic surgeons in domestic and international markets. In 1989, Ms. Martin co-founded Aero Tech Aviation LLC, which trains foreign nationals for the Federal Aviation Administration (FAA) Air Frame and Power Plant examination, for their license to repair US-origin aircraft. Earlier in her career, she was a Registered Nurse specializing in cosmetic surgery. Ms. Martin received her BS in Biology and Chemistry from Houston Baptist University. Her volunteer activities have included serving as a member of the Board of Directors of Texas A&M University Mothers’ Club (Aggie Moms). Ms. Martin’s business acumen and experience running companies make her an important member of the Board.
Arthur Allan Priaulx became a director on August 8, 2019. He has more than 45 years of experience in the communications industry. Earlier in his career, he was Vice President and General Manager of King Features Division of Hearst Corporation, in charge of worldwide newspaper activities and product licensing. He was also publisher of American Banker, a leading trade publication in the financial services industry, when it was owned by Thomson Financial. In 1993, he founded Resource Media Group, a New York-based financial media and investor relations firm. His clients included a wide range of companies, including RCI Hospitality Holdings, Inc., for which he provided public and investor relations services from 1994 to 2013. Mr. Priaulx has been retired since 2014. He attended Dartmouth College and University of Southampton in the U.K. He has also completed graduate-level courses at INSEAD Business School in France and the Wharton School of the University of Pennsylvania. His volunteer activities have included serving as national vice president of United Cerebral Palsy.
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COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
We have an Audit Committee whose members are Yura Barabash, Elaine Martin and Arthur Allan Priaulx. All members of the Audit Committee are independent directors. The purpose of the Audit Committee is to (i) oversee our accounting and financial reporting processes, our disclosure controls and procedures and system of internal controls and audits of our consolidated financial statements, (ii) oversee the relationship with our independent auditors, including appointing or changing our auditors and ensuring their independence, and (iii) provide oversight regarding significant financial matters. The Audit Committee meets privately with our Chief Financial Officer and with our independent registered public accounting firm and evaluates the responses by the Chief Financial Officer both to the facts presented and to the judgments made by our outside independent registered public accounting firm. Yura Barabash serves as the Audit Committee’s financial expert.
In August 2015, our Board adopted a new Charter for the Audit Committee. A copy of the Audit Committee Charter can be found on our website at www.rcihospitality.com/investor. The Charter establishes the independence of our Audit Committee and sets forth the scope of the Audit Committee’s duties. The Audit Committee conducts an ongoing review of our financial reports and other financial information prior to their being filed with the SEC, or otherwise provided to the public. The Audit Committee also reviews our systems, methods and procedures of internal controls in the areas of: financial reporting, audits, treasury operations, corporate finance, managerial, financial and SEC accounting, compliance with law, and ethical conduct. NASDAQ Stock Market Rules require all members of the Audit Committee to be independent. The Audit Committee is objective, and reviews and assesses the work of our independent registered public accounting firm and our internal accounting department.
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NOMINATING COMMITTEE
We have a Nominating Committee whose current members are Elaine Martin, Luke Lirot, Yura Barabash and Arthur Allan Priaulx. In July 2004, the Board unanimously adopted a Charter with regard to the process to be used for identifying and evaluating nominees for director. The Charter establishes the independence of our Nominating Committee and sets forth the scope of the Nominating Committee’s duties. NASDAQ Stock Market Rules require all members of the Nominating Committee to be independent. Pursuant to its Charter, the Committee has the power and authority to consider Board nominees and proposals submitted by our stockholders and to establish any procedures, including procedures to facilitate stockholder communication with the Board of Directors, and to make any such disclosures required by applicable law in the course of exercising such authority. A copy of the Nominating Committee’s Charter can be found on our website at www.rcihospitality.com/investor.
COMPENSATION COMMITEE
We have a Compensation Committee whose current members are Elaine Martin, Luke Lirot, Yura Barabash and Arthur Allan Priaulx. In June 2014, the Compensation Committee adopted a Charter with regard to the Compensation Committee’s responsibilities, including evaluating, reviewing and determining the compensation of our Chief Executive Officer and other executive officers. A copy of the Compensation Committee’s Charter can be found on our website at www.rcihospitality.com/investor.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own beneficially more than ten percent of our common stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Based solely upon a review of Forms 3, 4 and 5 furnished to us during the fiscal year ended September 30, 2020, we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during the fiscal year ended September 30, 2020, except for (i) two untimely Form 4s filed on March 19, 2020 and July 24, 2020 by Elaine Martin, our director, with respect to a total of seven transactions occurring on March 13, 16, and 19, 2020, and (ii) an untimely Form 4 filed on February 12, 2020 by each of Eric Langan, our Chief Executive Officer; Phillip Marshall, our former Chief Financial Officer; and Travis Reese, our Director and Executive Vice President, with respect to the same transaction involving an investment club.
CODE OF ETHICS
We have adopted a code of ethics for our principal executive and senior financial officers, a copy of which can be found on our website at www.rcihospitality.com.
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Item 11. Executive Compensation.
COMPENSATION DISCUSSION AND ANALYSIS
This compensation discussion and analysis describes the material elements of the Company’s compensation programs as they relate to our executive officers who are listed in the compensation tables appearing below. This compensation discussion and analysis focuses on the information contained in the following tables and related footnotes. The individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during fiscal 2020, as well as any other individuals included in the Summary Compensation Table, are referred to as “named executive officers.”
Overview of Compensation Committee Role and Responsibilities
The Compensation Committee of the Board of Directors oversees our compensation plans and policies, reviews and approves all decisions concerning the named executive officers’ compensation, which may further be approved by the Board, and administers our stock option and equity plans, including reviewing and approving stock option grants and equity awards under the plans. The Compensation Committee’s membership is determined by the Board and is composed entirely of independent directors.
Management plays a role in the compensation-setting process. The most significant aspects of management’s role are to evaluate employee performance and recommend salary levels and equity compensation awards. Our Chief Executive Officer often makes recommendations to the Compensation Committee and the Board concerning compensation for other executive officers. Our Chief Executive Officer is a member of the Board but does not participate in Board decisions regarding any aspect of his own compensation. The Compensation Committee can retain independent advisors or consultants.
Compensation Committee Process
The Compensation Committee reviews executive compensation in connection with the evaluation and approval of an employment agreement, an increase in responsibilities or other factors. With respect to equity compensation awarded to other employees, the Compensation Committee or the Board grants stock options, often after receiving a recommendation from our Chief Executive Officer. The Compensation Committee also evaluates proposals for incentive and performance equity awards, and other compensation.
Compensation Philosophy
The Compensation Committee emphasizes the important link between the Company’s performance, which ultimately affects stockholder value, and the compensation of its executives. Therefore, the primary goal of the Company’s executive compensation policy is to try to align the interests of the executive officers with the interests of the stockholders. In order to achieve this goal, the Company attempts to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to the long-term success of the Company and reward them for their efforts in ensuring the success of the Company, (ii) align the Company’s compensation programs with the Company’s long-term business strategies and objectives, and (iii) provide variable compensation opportunities that are directly linked to the Company’s performance and stockholder value, including an equity stake in the Company. Our named executive officers’ compensation utilizes two primary components — base salary and long-term equity compensation — to achieve these goals. We have not, however, granted any equity awards to our executive officers since 2014. Additionally, the Compensation Committee may award discretionary bonuses to certain executives based on the individual’s contribution to the achievement of the Company’s strategic objectives.
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Setting Executive Compensation
We fix executive base compensation at a level we believe enables us to hire and retain individuals in a competitive environment and to reward satisfactory individual performance and a satisfactory level of contribution to our overall business goals. We also take into account the compensation that is paid by companies that we believe to be our competitors and by other companies with which we believe we generally compete for executives.
In establishing compensation packages for executive officers, numerous factors are considered, including the particular executive’s experience, expertise and performance, our company’s overall performance and compensation packages available in the marketplace for similar positions. In arriving at amounts for each component of compensation, our Compensation Committee strives to strike an appropriate balance between base compensation and incentive compensation. The Compensation Committee also endeavors to properly allocate between cash and non-cash compensation and between annual and long-term compensation.
The Role of Shareholder Say-on-Pay Votes
At our annual meeting of shareholders held on September 14, 2020, approximately 96.6% of the shareholders who voted on the “say-on-pay” proposal approved the compensation of our named executive officers, as disclosed in the proxy statement. Although this advisory shareholder vote on executive compensation is non-binding, the Compensation Committee will consider the outcome of the vote when making future compensation decisions for named executive officers.
Base Salary
The Company provides executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Subject to the provisions contained in employment agreements with executive officers concerning base salary amounts, base salaries of the executive officers are established based upon compensation data of comparable companies in our market, the executive’s job responsibilities, level of experience, individual performance and contribution to the business. We believe it is important for the Company to provide adequate fixed compensation to highly qualified executives in our competitive industry. In making base salary decisions, the Compensation Committee uses its discretion and judgment based upon personal knowledge of industry practice but does not apply any specific formula to determine the base salaries for the executive officers.
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Retirement Savings Plan
The Company maintains a retirement savings plan for the benefit of our executives and employees. Our Simple IRA Plan is intended to qualify as a defined contribution arrangement under the Internal Revenue Code (the “Code”). Participants may elect to defer a percentage of their eligible pretax earnings each year or contribute a fixed amount per pay period up to the maximum contribution permitted by the Code. All participants’ plan accounts are 100% vested at all times. All assets of our Simple IRA Plan are invested based on participant-directed elections. We make certain matching contributions to the Simple IRA Plan, which are also 100% vested.
Perquisites and Other Personal Benefits
The Company’s executive officers participate in the Company’s other benefit plans on the same terms as other employees on a non-discriminatory basis. These plans include medical, dental, life and disability insurance. Relocation benefits also are reimbursed and are individually negotiated when they occur. The Company reimburses each executive officer for all reasonable business and other expenses incurred by them in connection with the performance of their duties and obligations. The Company does not provide named executive officers with any significant perquisites or other personal benefits except for personal travel using Company-owned automobiles and/or aircrafts, and housing and living expenses for our former CFO. In September 2019, the board of directors approved an aircraft policy allowing personal use of Company aircrafts as follows: (1) 25 hours per fiscal quarter for our CEO, and (2) 12 hours each per fiscal quarter for other executive officers.
SUMMARY COMPENSATION TABLE
The following table reflects all forms of compensation for services to us for the fiscal years ended September 30, 2020, 2019, and 2018 of our named executive officers.
| All Other | ||||||||||||||||||||
| Name and | Salary | Bonus | Compensation(1) | Total | ||||||||||||||||
| Principal Position | Year | ($) | ($) | ($) | ($) | |||||||||||||||
| Eric S. Langan | 2020 | 1,073,077 | - | 95,975 | 1,169,052 | |||||||||||||||
| President and Chief Executive Officer | 2019 | 1,200,000 | - | 81,355 | 1,281,355 | |||||||||||||||
| 2018 | 1,015,384 | - | 119,904 | 1,135,288 | ||||||||||||||||
| Bradley Chhay(2) | 2020 | 269,231 | 25,000 | 50,333 | 344,564 | |||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
| Travis Reese | 2020 | 348,750 | - | 66,418 | 415,168 | |||||||||||||||
| Executive Vice President | 2019 | 390,000 | - | 76,622 | 466,622 | |||||||||||||||
| 2018 | 346,854 | - | 73,722 | 420,576 | ||||||||||||||||
| Phillip K. Marshall(2) | 2020 | 290,625 | 25,000 | 58,837 | 374,462 | |||||||||||||||
| Former Chief Financial Officer | 2019 | 325,000 | - | 34,067 | 359,067 | |||||||||||||||
| 2018 | 294,231 | - | 32,580 | 326,811 | ||||||||||||||||
| (1) | All Other Compensation consists of SIMPLE IRA matching contributions, automobile expenses, personal use of aircraft, and housing and living expenses. We account for personal use of aircraft to be the aggregate incremental cost of personal use of the company aircraft as calculated based on a cost-per-flight-hour charge developed by a nationally recognized and independent service. The charge reflects the direct cost of operating the aircraft, including fuel, additives, lubricants, maintenance labor, airframe parts, engine restoration, and major periodic maintenance. We added actual airport/hangar fees charged to the company on a per-flight basis. The charge does not include fixed costs that do not change based on usage, such as aircraft depreciation, home hangar expenses, and general taxes and insurance. We value automobile expenses based on the annual depreciation rate of automobiles assigned for use by the particular officer (until fiscal 2019), plus cost of insurance, registration, repairs, maintenance, tolls, fuel, and starting fiscal 2020, tax reimbursement on automobile fringe benefits. |
A table of All Other Compensation for fiscal 2020 for our named executive officers is presented below:
| SIMPLE IRA Matching Contribution | Automobile Expenses | Personal Use of Aircraft | Housing and Living Expenses | Total All Other Compensation | ||||||||||||||||
| Name | ($) | ($) | ($) | ($) | ($) | |||||||||||||||
| Eric S. Langan | 16,880 | 33,006 | 46,089 | - | 95,975 | |||||||||||||||
| Bradley Chhay | 8,394 | 38,840 | 3,099 | - | 50,333 | |||||||||||||||
| Travis Reese | 6,750 | 59,668 | - | - | 66,418 | |||||||||||||||
| Phillip K. Marshall | 8,906 | 33,059 | - | 16,872 | 58,837 | |||||||||||||||
| (2) | Mr. Chhay assumed the role of Chief Financial Officer when Mr. Marshall retired as the Company’s Chief Financial Officer on September 14, 2020. |
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CEO Pay Ratio
We reviewed a comparison of annual total compensation of our CEO to the annual compensation of our median employee who was selected from all employees who were employed (other than the CEO) during our fiscal year ended September 30, 2020.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
During the fiscal year ended September 30, 2020, the employment of the median employee that was identified in our Form 10-K for the fiscal year ended September 30, 2019 and 2018 was terminated. We recalculated and identified a new median employee using the same methodology as mentioned above.
The compensation for our CEO in fiscal 2020 of $1,169,052 was approximately 17 times the compensation of our fiscal 2020 median employee of $67,654.
GRANTS OF PLAN-BASED AWARDS
There were no grants of plan-based awards for fiscal 2020.
Outstanding Equity Awards at Fiscal Year-End
There were no outstanding equity awards as of September 30, 2020.
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2019
There were no stock options exercised nor stock that vested during the fiscal year ended September 30, 2020.
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DIRECTOR COMPENSATION
We pay the expenses of our directors in attending board meetings. We paid no equity-based compensation during the fiscal year ended September 30, 2020, and we paid our independent directors $30,000 in cash for the fiscal year. Following is a schedule of all compensation paid to our directors in the year ended September 30, 2020:
Fees earned or paid in cash |
||||
| Name | ($) | |||
| Nourdean Anakar | 30,000 | |||
| Luke C. Lirot | 30,000 | |||
| Yura Barabash | 30,000 | |||
| Elaine Martin | 30,000 | |||
| Arthur Allan Priaulx | 30,000 | |||
| Eric S. Langan | - | |||
| Travis Reese | - | |||
EMPLOYMENT AGREEMENTS
On January 31, 2020, the employment agreements with Eric S. Langan, our Chief Executive Officer and President, and Travis Reese, our Executive Vice President, expired. We are presently in the process of negotiating new employment agreements with these individuals. During this process, the Compensation Committee has determined that these executive officers will continue to receive the pay and benefits provided under their previous employment agreements. Under their respective agreements, Mr. Langan’s annual salary was $1,200,000 and Mr. Reese’s annual salary was $390,000. Each of the agreements also provided for bonus eligibility, expense reimbursement, participation in all benefit plans maintained by us for salaried employees and two weeks paid vacation.
We are also in the process of negotiating an employment agreement with Bradley Chhay who was appointed Chief Financial Officer on September 14, 2020. During this process, the Compensation Committee has determined to pay him an annual salary of $400,000.
Currently, our executive officers do not have long-term incentive plans or defined benefit or actuarial plans outstanding.
EMPLOYEE STOCK OPTION PLANS
The Company’s 2010 Stock Option Plan, as amended, contractually expired on September 30, 2020.
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COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
We attempt to make our compensation programs discretionary, balanced and focused on the long term. We believe goals and objectives of our compensation programs reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single performance measure. Our approach to compensation practices and policies applicable to employees and consultants is consistent with that followed for our executives. Based on these factors, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis to be included in this Form 10-K. Based on the reviews and discussions referred to above, the Compensation Committee recommends to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this report. This report is furnished by the Compensation Committee of our Board of Directors, whose members are:
Elaine Martin
Luke Lirot
Yura Barabash
Arthur Allan Priaulx
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised of Ms. Martin and Messrs. Lirot, Barabash, and Priaulx. No interlocking relationship exists between any member of the Compensation Committee and any member of any other company’s Board of Directors or compensation committee.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information at December 8, 2020, with respect to the beneficial ownership of shares of common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers and (iv) all of our executive officers and directors as a group. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o RCI Hospitality Holdings, Inc., 10737 Cutten Road, Houston, Texas 77066. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 8,999,910 shares of common stock outstanding at December 8, 2020. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of December 8, 2020 and shares of common stock issuable upon conversion of other securities held by that person that are currently convertible or convertible within 60 days of December 8, 2020. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).
| Name/Address | Number of shares | Title of class | Percent of Class (1) | |||||||
| Executive Officers and Directors | ||||||||||
| Eric S. Langan | 701,870 | (2) | Common stock | 7.80 | % | |||||
| Bradley Chhay | 3,370 | (3) | Common stock | * | ||||||
| Yura Barabash | -0- | Common stock | * | |||||||
| Travis Reese | 14,141 | (4) | Common stock | * | ||||||
| Nourdean Anakar | -0- | Common stock | * | |||||||
| Luke Lirot | 518 | Common stock | * | |||||||
| Elaine Martin | 7,221 | Common stock | * | |||||||
| Arthur Allan Priaulx | 2,000 | Common stock | * | |||||||
| All of our Directors and Officers as a Group of eight persons | 725,380 | Common stock | 8.06 | % | ||||||
| Other > 5% Security Holders | ||||||||||
| Cooper Capital Securities, L.P. (5) | 547,170 | Common stock | 6.08 | % | ||||||
| BlackRock, Inc. (6) | 596,667 | Common stock | 6.63 | % | ||||||
| ADW Capital Partners, L.P.(7) | 457,000 | Common stock | 5.08 | % | ||||||
| Greenhaven Road Investment Management, L.P. (8) | 500,010 | Common stock | 5.56 | % | ||||||
| (1) | These percentages exclude treasury shares in the calculation of percentage of class. | |
| (2) | Includes 1,870 shares held in an investment club over which Mr. Langan has shared voting and investment power. As of the date of this report, Mr. Langan owns less than 0.1% of the investment club. | |
| (3) | Includes 1,870 shares held in an investment club over which Mr. Chhay has shared voting and investment power. As of the date of this report, Mr. Chhay owns approximately 3.8% of the investment club. | |
| (4) | Includes 1,870 shares held in an investment club over which Mr. Reese has shared voting and investment power. As of the date of this report, Mr. Reese owns approximately 1.6% of the investment club. | |
| (5) | Based on the most recently available Schedule 13G/A filed with the SEC on February 10, 2020 by Cooper Capital Securities, L.P., Cooper Capital Management, LLC, Adam Mikkelsen and Yilaap Lai. Cooper Capital Management is the general partner of Cooper Capital Securities; Adam Mikkelsen is the managing member of Cooper Capital Management; and Yilaap Lai is the limited partner of Cooper Capital Securities. Cooper Capital Securities beneficially owned 547,170 shares, with shared voting power over 425,852 shares, and shared dispositive power over 425,852 shares. The address of Cooper Capital Securities is 520 Newport Center Drive, Suite 500, Newport Beach, California 92660. | |
| (6) | Based on the most recently available Schedule 13G filed with the SEC on February 7, 2020 by BlackRock Inc. BlackRock beneficially owned 596,667 shares, with sole voting power over 581,097 shares and sole dispositive power over 596,667 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10055. | |
| (7) | Based on the most recently available Schedule 13G filed with the SEC on May 21, 2020 by ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden. ADW Capital Management, LLC is the general partner and investment manager of ADW Capital Partners, L.P. Mr. Wyden is the sole manager of ADW Capital Management, LLC. ADW Capital Partners, L.P is the record and direct beneficial owner of 457,000 shares, with sole voting power and sole dispositive power over all such shares. The address of each of these reporting persons is 1133 Broadway, Suite 719, New York, New York 10010. | |
(8) |
Based on the most recently available Schedule 13G filed with the SEC on September 4, 2020 by Scott Stewart Miller, Greenhaven Road Investment Management, LP (the “Investment Manager”), MVM Funds, LLC (the “General Partner”), Greenhaven Road Capital Fund 1, L.P. (“Fund 1”), and Greenhaven Road Capital Fund 2, L.P. (“Fund 2”, and together with Fund 1, the “Funds”). Each Fund is a private investment vehicle. The Funds directly beneficially own the common stock. The Investment Manager is the investment manager of the Funds. The General Partner is the general partner of the Funds and the Investment Manager. Mr. Miller is the controlling person of the General Partner. Mr. Miller, the Investment Manager and the General Partner may be deemed to beneficially own the common stock directly beneficially owned by the Funds, with sole voting power and sole dispositive power over all such shares. The address of each of these reporting persons is c/o Royce & Associates LLC, 8 Sound Shore Drive, Suite 190, Greenwich, CT 06830. |
The Company is not aware of any arrangements that could result in a change in control of the Company.
The disclosure required by Item 201(d) of Regulation S-K is set forth in Item 5 herein and is incorporated herein by reference.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
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.
In November 2018, we borrowed $500,000 from Ed Anakar and $100,000 from Allen Chhay as part of a larger group of private lenders. The note bears interest at the rate of 12% per annum and matures in November 2021. The note is payable in monthly installments of interest only with a balloon payment of all unpaid principal and interest due at maturity. Ed Anakar is the brother of Nourdean Anakar, a director of the Company. We paid Ed Anakar, our director of operations – club division, employment compensation of $502,404, $550,000, and $488,462 during the fiscal years ended September 30, 2020, 2019, and 2018, respectively. Allen Chhay is the brother of Bradley Chhay, our CFO, and is not employed by the Company or any of its subsidiaries.
We used the services of Nottingham Creations (formerly Sherwood Forest Creations, LLC), a furniture fabrication company that manufactures 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 approximately $59,000 in fiscal 2020, $134,000 in fiscal 2019, and $321,000 in fiscal 2018. As of September 30, 2020 and 2019, we owed Nottingham Creations and Sherwood Forest $0 and $6,588, 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 2020 and 2019. A son-in-law of Eric Langan owns a noncontrolling interest in TW Mechanical. Amounts billed by TW Mechanical to the third-party general contractor were approximately $19,000, $452,000, and $120,000 for the fiscal years 2020, 2019, and 2018, respectively. Amounts billed directly to the Company were approximately $62,000, $47,000, and $7,000 for the fiscal years 2020, 2019, and 2018, respectively. As of September 30, 2020 and 2019, the Company owed TW Mechanical approximately $5,700 and $0, respectively, in unpaid direct billings.
Review, Approval, or Ratification of Related Transactions
On September 23, 2019, the Board of Directors, acting upon the recommendation of its Audit Committee, adopted a written related party transaction policy, under which related party transactions are subject to review, approval, rejection, modification and/or ratification by the Audit Committee. The policy provides that prior to the entry into any transaction between the Company and one of its officers, directors, 5% shareholders or an immediate family member of any of the foregoing (a “related party”), such transaction will be reported to the Company’s chief compliance officer. The Company’s chief compliance officer will undertake an evaluation of the transaction. If that evaluation indicates that the transaction would require the Audit Committee’s approval, the Company’s chief compliance officer will report this transaction to the Audit Committee. The Audit Committee will review the material facts of all related party transactions that require the Audit Committee’s approval and either approve or disapprove of the entry into the related party transaction. If advance Audit Committee approval of a related party transaction is not feasible, then the related party transaction will be considered and, if the Audit Committee determines it to be appropriate, ratified at the Audit Committee’s next regularly scheduled meeting. In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account factors it deems appropriate. In the event that the Audit Committee determines not to ratify and approve the related party transaction, then the Audit Committee will instruct that the related party transaction be rescinded or unwound. The Audit Committee will not approve or ratify any related party transaction unless it deems that the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director will participate in any discussion or approval of a related party transaction for which he or she is a related party, except that the director shall provide all material information concerning the transaction to the Audit Committee.
In reviewing related party transactions under the policy, the Audit Committee will review and consider one or more of the following as it seems appropriate for the circumstances: (1) the related party’s interest in the related party transaction; (2) the approximate dollar value of the amount involved in the related party transaction; (3) the approximate dollar value of the amount of the related party’s interest in the transaction without regard to the amount of any profit or loss; (4) whether the transaction was undertaken in the ordinary course of business of the Company; (5) whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; (6) the purpose of, and the potential benefits to the Company of, the related party transaction; (7) whether the related party transaction would impair the independence of an outside director; (8) required public disclosure, if any; and (9) any other information regarding the related party transaction or the related party in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. The Audit Committee will review all relevant information available to it about the related party transaction. The Audit Committee may approve or ratify the related party transaction only if the Audit Committee determines in good faith that, under all of the circumstances, the transaction is fair as to the Company. The Audit Committee, in its sole discretion, may impose such condition as it deems appropriate on the Company or the related party in connection with approval of the related party transaction.
Our Audit Committee is composed of all independent directors, including Yura Barabash, Elaine Martin and Arthur Allan Priaulx. We additionally have two other independent directors, Nourdean Anakar and Luke Lirot, who are not on the Audit Committee. The definition of “independent” used herein is based on the independence standards of The NASDAQ Stock Market LLC.
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Item 14. Principal Accounting Fees and Services.
The following table sets forth the aggregate fees paid or accrued for professional services and the aggregate fees paid or accrued for audit-related services and all other services rendered by Friedman LLP for the fiscal year 2020 and partial 2019, and by BDO USA, LLP for partial fiscal 2019 (in thousands).
| Friedman 2020 | Friedman 2019 | BDO 2019 | ||||||||||
| Audit fees | $ | 1,945 | $ | 401 | $ | 670 | ||||||
| Audit-related fees | - | - | - | |||||||||
| Tax fees | - | - | 208 | |||||||||
| All other fees | - | - | 237 | |||||||||
| Total | $ | 1,945 | $ | 401 | $ | 1,115 | ||||||
“Audit fees” include fees billed for professional services rendered in connection with the annual audit and quarterly reviews of the Company’s consolidated financial statements, the audit of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002, and assistance with securities filings other than periodic reports.
There were no “Audit-related fees” in fiscal 2020 or 2019.
The category of “Tax fees” includes consultation related to tax compliance and tax structuring.
“All other fees” include fees billed for professional services rendered in connection with the SEC investigation.
All above audit services, audit-related services and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by Friedman, LLP or BDO USA, LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of all services performed by the outside auditors.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
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| 31.1 | Certification of Chief Executive Officer of RCI Hospitality Holdings, Inc. required by Rule 13a-14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer of RCI Hospitality Holdings, Inc. required by Rule 13a-14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer of RCI Hospitality Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definitions Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
* Incorporated by reference from our previous filings with the SEC.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
In accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 14, 2020.
| RCI Hospitality Holdings, Inc. | ||
| By: | /s/ Eric S. Langan | |
| Eric S. Langan | ||
| Chief Executive Officer and President | ||
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Eric S. Langan | ||||
| Eric S. Langan | Director, Chief Executive Officer, and President | December 14, 2020 | ||
| /s/ Bradley Chhay | ||||
| Bradley Chhay | Chief Financial Officer and Principal Accounting Officer | December 14, 2020 | ||
| /s/ Travis Reese | ||||
| Travis Reese | Director and Executive Vice President | December 14, 2020 | ||
| /s/ Nourdean Anakar | ||||
| Nourdean Anakar | Director | December 14, 2020 | ||
| /s/ Yura Barabash | ||||
| Yura Barabash | Director | December 14, 2020 | ||
| /s/ Luke Lirot | ||||
| Luke Lirot | Director | December 14, 2020 | ||
| /s/ Elaine Martin | ||||
| Elaine Martin | Director | December 14, 2020 | ||
| /s/ Arthur Allan Priaulx | ||||
| Arthur Allan Priaulx | Director | December 14, 2020 |
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