NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Basis of Presentation
The
accompanying unaudited condensed consolidated financial statements of RCI Hospitality Holdings, Inc. (the “Company or “RCIHH”)
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or
“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include
all information and footnotes required by GAAP for complete financial statements. The September 30, 2020 consolidated balance sheet data
were derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein,
there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended
September 30, 2020 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on
December 14, 2020. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated
financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement
of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine
months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2021.
Certain
reclassifications of cost of goods sold components with immaterial amounts have been made to prior year’s financial statements
to conform to the current year financial statement presentation. There is no impact in total cost of goods sold, results of operations,
and cash flows in all periods presented.
2.
Recent Accounting Standards and Pronouncements
In
June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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. We adopted ASU 2016-13 as of October 1, 2020. Our adoption of this guidance did not have a
significant impact on our consolidated financial statements.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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. We adopted ASU 2018-13 as of October
1, 2020. Our adoption of this guidance did not have a significant impact on our consolidated financial statements.
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. We adopted ASU 2019-01 as of October 1, 2020. Our adoption of this guidance did not
have an impact on our consolidated financial statements.
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.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3.
Liquidity and Impact of COVID-19 Pandemic
Since
the U.S. declaration of COVID-19 as a pandemic in March 2020, we have had a major disruption in our business operations that threatened
to significantly impact our cash flow. The declaration resulted in a significant reduction in customer traffic in our clubs and restaurants
due to changes in consumer behavior as social distancing practices, dining room closures and other restrictions were mandated or encouraged
by federal, state and local governments. To adapt to the situation, we took significant steps to augment an anticipated decline in operating
cash flows, including negotiating deferment of some of our debts, reducing the number of our employees and related payroll costs where
necessary, and deferring or modifying certain fixed and variable monthly expenses, among others.
The
temporary closure of our clubs and restaurants caused by the COVID-19 pandemic presented operational challenges. Our strategy is to open
locations and operate in accordance with local and state guidelines. We believe that we can borrow capital if need be but currently we
do not have unused credit facilities so there can be no guarantee that additional liquidity will be readily available or available on
favorable terms, especially the longer the COVID-19 pandemic lasts.
On
May 8, 2020, the Company received approval and funding under the Paycheck
Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) for
its restaurants, shared services entity and lounge. See Notes 7 and 9.
As
of the release of this report, we do not know the future extent and duration of the impact of COVID-19 on our businesses. Closures and
operating restrictions, as caused by local, state and national guidelines, could lead to adverse financial results. However, we will
continually monitor and evaluate the situation and will determine any further measures to be instituted.
We
continue to adhere to state and local government mandates regarding the pandemic and, since March 2020, have closed and reopened a number
of our locations depending on changing government mandates, including operating hour and limited occupancy restrictions, where applicable.
Valuation
of Goodwill, Indefinite-Lived Intangibles and Long-Lived Assets
We
consider the COVID-19 pandemic 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. Based on our evaluation, we determined that our assets are impaired
in a total amount of approximately $1.7 million comprised of $245,500 in goodwill and $1.4 million in assets held for sale.
4.
Revenues
The
Company recognizes revenue from the sale of alcoholic beverages, food and merchandise, service and other revenues at the point-of-sale
upon receipt of cash, check, or credit card charge, net of discounts and promotional allowances based on consideration specified in implied
contracts with customers. Sales and liquor taxes collected from customers and remitted to governmental authorities are presented on a
net basis in the accompanying unaudited condensed consolidated statements of 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.
Due to the pandemic, the Expo convention, initially scheduled in August 2020, was moved to May 2021, hence, no Expo-related revenue in
fiscal 2020. Lease revenue (included in other revenues) is recognized when earned (recognized over time) and is more appropriately covered
by guidance under ASC 842, Leases. See Note 13.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Revenues,
as disaggregated by revenue type, timing of recognition, and reportable segment (see also Note 11), are shown below (in thousands):
Schedule of Disaggregation of Segment Revenues
|
|
Three
Months Ended June 30, 2021
|
|
|
Three
Months Ended June 30, 2020
|
|
|
|
Nightclubs
|
|
|
Bombshells
|
|
|
Other
|
|
|
Total
|
|
|
Nightclubs
|
|
|
Bombshells
|
|
|
Other
|
|
|
Total
|
|
Sales of alcoholic beverages
|
|
$
|
16,130
|
|
|
$
|
8,962
|
|
|
$
|
-
|
|
|
$
|
25,092
|
|
|
$
|
1,777
|
|
|
$
|
5,846
|
|
|
$
|
-
|
|
|
$
|
7,623
|
|
Sales of food and merchandise
|
|
|
5,062
|
|
|
|
6,996
|
|
|
|
-
|
|
|
|
12,058
|
|
|
|
774
|
|
|
|
2,678
|
|
|
|
-
|
|
|
|
3,452
|
|
Service revenues
|
|
|
16,772
|
|
|
|
108
|
|
|
|
-
|
|
|
|
16,880
|
|
|
|
2,906
|
|
|
|
1
|
|
|
|
-
|
|
|
|
2,907
|
|
Other revenues
|
|
|
3,067
|
|
|
|
11
|
|
|
|
752
|
|
|
|
3,830
|
|
|
|
556
|
|
|
|
6
|
|
|
|
177
|
|
|
|
739
|
|
|
|
$
|
41,031
|
|
|
$
|
16,077
|
|
|
$
|
752
|
|
|
$
|
57,860
|
|
|
$
|
6,013
|
|
|
$
|
8,531
|
|
|
$
|
177
|
|
|
$
|
14,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized at a point in time
|
|
$
|
40,599
|
|
|
$
|
16,075
|
|
|
$
|
751
|
|
|
$
|
57,425
|
|
|
$
|
5,781
|
|
|
$
|
8,531
|
|
|
$
|
175
|
|
|
$
|
14,487
|
|
Recognized over time
|
|
|
432
|
*
|
|
|
2
|
|
|
|
1
|
|
|
|
435
|
|
|
|
232
|
*
|
|
|
-
|
|
|
|
2
|
|
|
|
234
|
|
|
|
$
|
41,031
|
|
|
$
|
16,077
|
|
|
$
|
752
|
|
|
$
|
57,860
|
|
|
$
|
6,013
|
|
|
$
|
8,531
|
|
|
$
|
177
|
|
|
$
|
14,721
|
|
|
|
Nine
Months Ended June 30, 2021
|
|
|
Nine
Months Ended June 30, 2020
|
|
|
|
Nightclubs
|
|
|
Bombshells
|
|
|
Other
|
|
|
Total
|
|
|
Nightclubs
|
|
|
Bombshells
|
|
|
Other
|
|
|
Total
|
|
Sales of alcoholic beverages
|
|
$
|
38,398
|
|
|
$
|
24,327
|
|
|
$
|
-
|
|
|
$
|
62,725
|
|
|
$
|
28,321
|
|
|
$
|
16,964
|
|
|
$
|
-
|
|
|
$
|
45,285
|
|
Sales of food and merchandise
|
|
|
12,567
|
|
|
|
17,638
|
|
|
|
-
|
|
|
|
30,205
|
|
|
|
6,837
|
|
|
|
10,541
|
|
|
|
-
|
|
|
|
17,378
|
|
Service revenues
|
|
|
38,216
|
|
|
|
226
|
|
|
|
-
|
|
|
|
38,442
|
|
|
|
34,290
|
|
|
|
158
|
|
|
|
-
|
|
|
|
34,448
|
|
Other revenues
|
|
|
7,834
|
|
|
|
27
|
|
|
|
1,084
|
|
|
|
8,945
|
|
|
|
5,791
|
|
|
|
21
|
|
|
|
|
|
|
6,430
|
|
|
|
$
|
97,015
|
|
|
$
|
42,218
|
|
|
$
|
1,084
|
|
|
$
|
140,317
|
|
|
$
|
75,239
|
|
|
$
|
27,684
|
|
|
$
|
618
|
|
|
$
|
103,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized at a point in time
|
|
$
|
95,816
|
|
|
$
|
42,215
|
|
|
$
|
1,080
|
|
|
$
|
139,111
|
|
|
$
|
74,192
|
|
|
$
|
27,684
|
|
|
$
|
605
|
|
|
$
|
102,481
|
|
Recognized over time
|
|
|
1,199
|
*
|
|
|
3
|
|
|
|
4
|
|
|
|
1,206
|
|
|
|
1,047
|
*
|
|
|
-
|
|
|
|
13
|
|
|
|
1,060
|
|
|
|
$
|
97,015
|
|
|
$
|
42,218
|
|
|
$
|
1,084
|
|
|
$
|
140,317
|
|
|
$
|
75,239
|
|
|
$
|
27,684
|
|
|
$
|
618
|
|
|
$
|
103,541
|
|
*
|
Lease
revenue (included in Other Revenues) is covered by ASC 842. All other revenues are covered by ASC 606.
|
The
Company does not have contract assets with customers. The Company’s unconditional right to consideration for goods and services
transferred to the customer is included in accounts receivable, net in our unaudited condensed consolidated balance sheet. A reconciliation
of contract liabilities with customers is presented below (in thousands):
Schedule of Reconciliation of Contract Liabilities with Customers
|
|
Balance
at
September
30, 2020
|
|
|
Consideration
Received
|
|
|
Recognized
in Revenue
|
|
|
Balance
at
June
30, 2021
|
|
Ad revenue
|
|
$
|
92
|
|
|
$
|
456
|
|
|
$
|
(477
|
)
|
|
$
|
71
|
|
Expo revenue
|
|
|
211
|
|
|
|
247
|
|
|
|
(448
|
)
|
|
|
10
|
|
Other
|
|
|
33
|
|
|
|
123
|
|
|
|
(6
|
)
|
|
|
150
|
|
|
|
$
|
336
|
|
|
$
|
826
|
|
|
$
|
(931
|
)
|
|
$
|
231
|
|
Contract
liabilities with customers are included in accrued liabilities as unearned revenues in our unaudited condensed consolidated balance sheets
(see also Note 5), while the revenues associated with these contract liabilities are included in other revenues in our unaudited condensed
consolidated statements of operations.
On
December 22, 2020, the Company signed a franchise development agreement with a group of private investors to open three Bombshells locations
in San Antonio, Texas over a period of five years, and the right of first refusal for three more locations in Corpus Christi, New Braunfels,
and San Marcos, all in Texas. Upon execution of the agreement, the Company collected $75,000 in development fees representing 100% of
the initial franchise fee of the first restaurant and 50% of the initial franchise fee of the second restaurant. Revenue from initial
franchise fees is recognized as the performance obligations are satisfied over the term of the franchise agreement.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5.
Selected Account Information
The
components of accounts receivable, net are as follows (in thousands):
Schedule of Accounts Receivable
|
|
June
30, 2021
|
|
|
September
30, 2020
|
|
Credit card receivables
|
|
$
|
1,220
|
|
|
$
|
880
|
|
Income tax refundable
|
|
|
201
|
|
|
|
4,325
|
|
ATM in-transit
|
|
|
253
|
|
|
|
160
|
|
Insurance receivable
|
|
|
-
|
|
|
|
191
|
|
Other (net of allowance for doubtful accounts of $605 and $261, respectively)
|
|
|
784
|
|
|
|
1,211
|
|
Total accounts receivable, net
|
|
$
|
2,458
|
|
|
$
|
6,767
|
|
Notes
receivable consist primarily of secured promissory notes executed between the Company and various buyers of our businesses and assets
with interest rates ranging from 6% to 9% per annum and having terms ranging from 1 to 20 years, net of allowance for doubtful notes
amounting to $160,000 and $182,000 as of June 30, 2021 and September 30, 2020, respectively.
The
components of prepaid expenses and other current assets are as follows (in thousands):
Schedule of Prepaid Expenses and Other Current Assets
|
|
June
30, 2021
|
|
|
September
30, 2020
|
|
Prepaid insurance
|
|
$
|
1,506
|
|
|
$
|
4,884
|
|
Prepaid legal
|
|
|
761
|
|
|
|
735
|
|
Prepaid taxes and licenses
|
|
|
506
|
|
|
|
428
|
|
Prepaid rent
|
|
|
372
|
|
|
|
37
|
|
Other
|
|
|
917
|
|
|
|
404
|
|
Total prepaid expenses and other current assets
|
|
$
|
4,062
|
|
|
$
|
6,488
|
|
The
components of accrued liabilities are as follows (in thousands):
Schedule of Accrued Liabilities
|
|
June
30, 2021
|
|
|
September
30, 2020
|
|
Payroll and related costs
|
|
$
|
3,243
|
|
|
$
|
2,419
|
|
Sales and liquor taxes
|
|
|
2,467
|
|
|
|
2,613
|
|
Insurance
|
|
|
1,382
|
|
|
|
4,405
|
|
Property taxes
|
|
|
1,636
|
|
|
|
2,003
|
|
Unearned revenues
|
|
|
231
|
|
|
|
336
|
|
Interest
|
|
|
517
|
|
|
|
1,390
|
|
Patron tax
|
|
|
488
|
|
|
|
309
|
|
Lawsuit settlement
|
|
|
103
|
|
|
|
100
|
|
Other
|
|
|
1,671
|
|
|
|
998
|
|
Total accrued liabilities
|
|
$
|
11,738
|
|
|
$
|
14,573
|
|
The
components of selling, general and administrative expenses are as follows (in thousands):
Schedule of Selling, General and Administrative Expenses
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
For the Three Months
|
|
|
For the Nine Months
|
|
|
|
Ended
June 30,
|
|
|
Ended
June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Taxes and permits
|
|
$
|
2,345
|
|
|
$
|
1,187
|
|
|
$
|
6,457
|
|
|
$
|
6,101
|
|
Supplies and services
|
|
|
1,701
|
|
|
|
681
|
|
|
|
4,417
|
|
|
|
3,605
|
|
Insurance
|
|
|
1,474
|
|
|
|
1,481
|
|
|
|
4,358
|
|
|
|
4,437
|
|
Advertising and marketing
|
|
|
1,929
|
|
|
|
428
|
|
|
|
4,502
|
|
|
|
4,745
|
|
Lease
|
|
|
992
|
|
|
|
1,010
|
|
|
|
2,941
|
|
|
|
3,063
|
|
Utilities
|
|
|
873
|
|
|
|
512
|
|
|
|
2,444
|
|
|
|
2,205
|
|
Security
|
|
|
1,073
|
|
|
|
272
|
|
|
|
2,763
|
|
|
|
1,869
|
|
Legal
|
|
|
1,255
|
|
|
|
841
|
|
|
|
2,928
|
|
|
|
3,109
|
|
Charge card fees
|
|
|
988
|
|
|
|
146
|
|
|
|
2,247
|
|
|
|
2,037
|
|
Repairs and maintenance
|
|
|
787
|
|
|
|
353
|
|
|
|
2,037
|
|
|
|
1,802
|
|
Accounting and professional fees
|
|
|
336
|
|
|
|
407
|
|
|
|
1,348
|
|
|
|
2,916
|
|
Other
|
|
|
944
|
|
|
|
1,590
|
|
|
|
3,025
|
|
|
|
4,000
|
|
Total selling, general and administrative expenses
|
|
$
|
14,697
|
|
|
$
|
8,908
|
|
|
$
|
39,467
|
|
|
$
|
39,889
|
|
The
components of other charges, net are as follows (in thousands):
Schedule of Components of Other Charges (Gains), Net
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
For the Three Months
|
|
|
For the Nine Months
|
|
|
|
Ended
June 30,
|
|
|
Ended
June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Impairment of assets
|
|
$
|
271
|
|
|
$
|
982
|
|
|
$
|
1,672
|
|
|
$
|
9,192
|
|
Settlement of lawsuits
|
|
|
127
|
|
|
|
50
|
|
|
|
280
|
|
|
|
74
|
|
Gain on disposal of businesses and assets
|
|
|
(541
|
)
|
|
|
(608
|
)
|
|
|
(455
|
)
|
|
|
(645
|
)
|
Gain on insurance
|
|
|
-
|
|
|
|
-
|
|
|
|
(209
|
)
|
|
|
(33
|
)
|
Total other charges (gains), net
|
|
$
|
(143
|
)
|
|
$
|
424
|
|
|
$
|
1,288
|
|
|
$
|
8,588
|
|
The
components of non-operating gains (losses), net are as follows (in thousands):
Components of Non-Operating Gains (Losses), Net
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
For the Three Months
|
|
|
For the Nine Months
|
|
|
|
Ended
June 30,
|
|
|
Ended
June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Gain on debt extinguishment
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,329
|
|
|
$
|
-
|
|
Unrealized gain (loss) on equity securities
|
|
|
9
|
|
|
|
31
|
|
|
|
(58
|
)
|
|
|
(103
|
)
|
Other
|
|
|
-
|
|
|
|
-
|
|
|
|
85
|
|
|
|
-
|
|
Total non-operating gains (losses), net
|
|
$
|
9
|
|
|
$
|
31
|
|
|
$
|
5,356
|
|
|
$
|
(103
|
)
|
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6.
Assets Held for Sale
As
of June 30, 2021 and September 30, 2020, the Company had net carrying value of assets held for sale at $4.9 million and $0, respectively.
During
the three months ended March 31, 2021, the Company classified as held-for-sale three real estate properties with an aggregate estimated
fair value less cost to sell of $7.4 million after recognizing a Nightclub segment impairment charge of $1.4 million, included in other
charges, net in our unaudited condensed consolidated statement of operations, on one property.
On
May 7, 2021, the Company sold one of the properties held for sale for $3.1 million. The property had a carrying value of $2.3 million
as of March 31, 2021. The Company paid related debt amounting to $2.0 million from the proceeds of the sale.
The
Company expects the held-for-sale properties, which are primarily comprised of land and buildings, to be sold within 12 months through
property listings by our real estate brokers. Liabilities that are expected to be paid with the sale of held-for-sale assets were $1.1
million as of June 30, 2021, which is included in current portion of debt obligations in our unaudited condensed consolidated balance
sheet.
7.
Debt
On
October 31, 2020, the Company negotiated extensions to November 1, 2021 on $1,690,000 of $1,940,000 of notes to individuals that were
due on November 1, 2020. The Company paid $250,000 to a certain lender who only extended a portion of his original note.
On
January 25, 2021, the Company borrowed $2.175 million from a bank lender by executing a 20-year promissory note with an initial interest
rate of 3.99% per annum. The note is payable $13,232 per month for the first five years after which the interest rate will be repriced
at the then-current prime rate plus 1.0% per annum, with a floor rate of 3.99%. The note is guaranteed by the Company’s CEO, Eric
Langan. See Note 12. The Company paid approximately $25,000 in debt issuance costs at closing.
Included
in the balance of debt obligations as of June 30, 2021 and September 30, 2020 are two notes borrowed from related parties (see Note 12)—one
note for $500,000 (from an employee of the Company who is also the brother of our director, Nourdean Anakar) and another note for $100,000
(from a brother of Company CFO, Bradley Chhay)—and two notes totaling $500,000 borrowed from two non-officer employees. All four
notes are part of a larger group of private lenders, with the terms of the notes being the same as the rest of the lender group.
Future
maturities of debt obligations as of June 30, 2021 are as follows: $13.9
million, $11.5
million, $8.3
million, $8.3
million, $8.5
million, and $78.2
million for the twelve months ending June 30,
2022, 2023, 2024, 2025, 2026, and thereafter, respectively. Of the maturity schedule mentioned above, $4.0
million, $3.7
million, $0,
$0,
$0,
and $42.3
million, respectively, relate to scheduled balloon
payments. Unamortized debt discount and issuance costs amounted to $1.1
million and $1.2
million as of June 30, 2021 and September 30,
2020, respectively.
Included
in the balance of debt obligations as of June 30, 2021 and September 30, 2020 are PPP loans amounting to approximately $124,000 and $5.4
million, respectively. During the three and nine months ended June 30, 2021, we received 0 and 11 notices, respectively, approving the
forgiveness of 100% of each of the 11 PPP loans amounting to $0 and $5.3 million, respectively, in principal and interest, which are
included in non-operating gains (losses), net in our unaudited condensed consolidated statement of operations. As of the date of the
filing of this report, we have not received a forgiveness notice for only one PPP loan that, if not forgiven, under the terms of the
loans as provided by the CARES Act, bears an interest rate of 1% per annum. See Note 3.
8.
Equity
During
the three and nine months ended June 30, 2021, the Company purchased and retired 0 and 74,659 common shares, respectively, at a cost
of approximately $0 and $1.8 million, respectively. The Company paid $0.04 and $0.12 per share cash dividend during the three and nine
months ended June 30, 2021 totaling approximately $360,000 and $1.1 million, respectively.
During
the three and nine months ended June 30, 2020, the Company purchased and retired 0 and 465,390 common shares, respectively, at a cost
of approximately $0 and $8.5 million, respectively. The Company paid $0.03 and $0.10 per share cash dividend during the three and nine
months ended June 30, 2020 totaling approximately $273,000 and $920,000, respectively.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9.
Income Taxes
Income
taxes expense was $4.0 million and $5.5 million during the three and nine months ended June 30, 2021, respectively, compared to a benefit
of $1.4 million and $1.3 million during the three and nine months ended June 30, 2020, respectively. The effective income tax rate was
an expense of 24.4% and 16.6% for the three and nine months ended June 30, 2021, respectively, compared to a benefit of 20.5% and 26.9%
for the three and nine months ended June 30, 2020, respectively. Our effective tax rate is affected by the statutory federal income tax
rate, state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years, and the change in the deferred
tax asset valuation allowance and the impact of the forgiveness of the PPP loans in the current year-to-date period.
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 accounts for uncertain tax positions pursuant to ASC Topic 740, Income Taxes. As of June 30, 2021 and September 30, 2020,
there was no liability for uncertain tax positions. The Company recognizes interest accrued related to uncertain tax positions in interest
expense and penalties in selling, general and administrative expenses in our consolidated statements of operations.
On
March 27, 2020, former President Trump signed the CARES Act into law. As a result of this, additional avenues of relief were made 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 included, 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
the Paycheck Protection Program, whereby certain small businesses are eligible for loans to fund payroll expenses, rent, and related
costs. The loans may be forgiven if the funds are used for payroll and other qualified expenses. The Company submitted its application
for a PPP loan and on May 8, 2020 received approval and funding for its restaurants, shared service entity and lounge. Ten of our restaurant
subsidiaries received amounts ranging from $271,000
to $579,000
for an aggregate amount of $4.2
million; our shared-services subsidiary received
$1.1
million; and one of our lounges received $124,000.
None of our adult nightclub and other non-core business subsidiaries received funding under the PPP. The Company believes it has used
the entire loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used
for qualifying expenses as described in the CARES Act. The Company has currently utilized all of the PPP funds and has submitted its
forgiveness applications. During the three and nine months ended June 30, 2021, we received 0 and 11 Notices of PPP Forgiveness Payment,
respectively, from the Small Business Administration out of the 12 of our PPP loans granted. All
of the notices received forgave 100% of each of the 11 PPP loans totaling the amount of $0 and $5.3 million in principal and interest
during the three and nine months ended June 30, 2021, respectively, and were included in non-operating gains (losses), net in our unaudited
condensed consolidated statement of operations.
No assurance can be provided that the Company will obtain forgiveness of the $124,000
remaining PPP loan in whole or in part. See Notes
3 and 7.
10.
Commitments and Contingencies
Legal
Matters
Texas
Patron Tax
In
2015, the Company reached a settlement with the State of Texas over the payment of the state’s Patron Tax on adult club customers.
To resolve the issue of taxes owed, the Company agreed to pay $10.0 million in equal monthly installments of $119,000, without interest,
over 84 months, beginning in June 2015, for all but two non-settled locations. The Company agreed to remit the Patron Tax on a monthly
basis, based on the current rate of $5 per customer. For accounting purposes, the Company discounted the $10.0 million at an imputed
interest rate of 9.6%, establishing a net present value for the settlement of $7.2 million. As a consequence, the Company recorded an
$8.2 million pre-tax gain for the third quarter ended June 30, 2015, representing the difference between the $7.2 million and the amount
previously accrued for the tax.
In
March 2017, the Company settled with the State of Texas for one of the two remaining unsettled Patron Tax locations. To resolve the issue
of taxes owed, the Company agreed to pay a total of $687,815 with $195,815 paid at the time the settlement agreement was executed followed
by 60 equal monthly installments of $8,200 without interest.
The
aggregate balance of Patron Tax settlement liability, which is included in debt in the consolidated balance sheets, amounted
to $1.2 million and $2.2 million as of June 30, 2021 and September 30, 2020, respectively.
A
declaratory judgment action was brought by five operating subsidiaries of the Company to challenge a Texas Comptroller administrative
rule related to the $5 per customer Patron Tax Fee assessed against Sexually Oriented Businesses. An administrative rule attempted to
expand the fee to cover venues featuring dancers using latex cover as well as traditional nude entertainment. The administrative rule
was challenged on both constitutional and statutory grounds. On November 19, 2018, the Court issued an order that a key aspect of the
administrative rule is invalid based on it exceeding the scope of the Comptroller’s authority. On March 6, 2020, the U.S. District
Court for the Western District of Texas, Austin Division, ruled that the Texas Patron Tax is unconstitutional as it has been applied
and enforced by the Comptroller. The State of Texas has filed an appeal. We will continue to vigorously defend the matter through the
appeals process.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Indemnity
Insurance Corporation
As
previously reported, the Company and its subsidiaries were insured under a liability policy issued by Indemnity Insurance Corporation,
RRG (“IIC”) through October 25, 2013. The Company and its subsidiaries changed insurance companies on that date.
On
November 7, 2013, the Court of Chancery of the State of Delaware entered a Rehabilitation and Injunction Order (“Rehabilitation
Order”), which declared IIC impaired, insolvent and in an unsafe condition and placed IIC under the supervision of the Insurance
Commissioner of the State of Delaware (“Commissioner”) in her capacity as receiver (“Receiver”). The Rehabilitation
Order empowered the Commissioner to rehabilitate IIC through a variety of means, including gathering assets and marshaling those assets
as necessary. Further, the order stayed or abated pending lawsuits involving IIC as the insurer until May 6, 2014.
On
April 10, 2014, the Court of Chancery of the State of Delaware entered a Liquidation and Injunction Order With Bar Date (“Liquidation
Order”), which ordered the liquidation of IIC and terminated all insurance policies or contracts of insurance issued by IIC. The
Liquidation Order further ordered that all claims against IIC must have been filed with the Receiver before the close of business on
January 16, 2015 and that all pending lawsuits involving IIC as the insurer were further stayed or abated until October 7, 2014. As a
result, the Company and its subsidiaries no longer have insurance coverage under the liability policy with IIC. The Company has retained
counsel to defend against and evaluate these claims and lawsuits. We are funding 100% of the costs of litigation and will seek reimbursement
from the bankruptcy receiver. The Company filed the appropriate claims against IIC with the Receiver before the January 16, 2015 deadline
and has provided updates as requested; however, there are no assurances of any recovery from these claims. It is unknown at this time
what effect this uncertainty will have on the Company. As previously stated, since October 25, 2013, the Company has obtained general
liability coverage from other insurers, which have covered and/or will cover any claims arising from actions after that date. As of June
30, 2021, we have 2 unresolved claims out of the original 71 claims.
Shareholder
Class and Derivative Actions
In
May and June 2019, three putative securities class action complaints were filed against RCI Hospitality Holdings, Inc. and certain of
its officers in the Southern District of Texas, Houston Division. The complaints 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 (who is no longer an officer of the Company)); and Grossman v. RCI Hospitality Holdings,
Inc., et al. (filed June 28, 2019, naming the Company, Eric Langan, and Phil Marshall). The plaintiffs in all three cases moved to
consolidate the purported class actions. On January 10, 2020 an order consolidating the Hoffman, Grossman, and Gu cases
was entered by the Court. The consolidated case is styled In re RCI Hospitality Holdings, Inc., No. 4:19-cv-01841. On February
24, 2020, the plaintiffs in the consolidated case filed an Amended Class Action Complaint, continuing to allege violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and 10b-5 promulgated thereunder. In addition to naming the Company, Eric Langan,
and Phil Marshall, the amended complaint also 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. On March 31, 2021, the court denied defendants’ motion to dismiss the lawsuit. On April 14, 2021, defendants filed
their answer and affirmative defenses, denying liability as to all claims. On June 14, 2021, a scheduling order was entered in the case,
setting January 9, 2023 as the trial date. 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.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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, styled Cecere v. Langan, et al., 4:19-cv-03080, alleged 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 asserted 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 sought injunctive relief, damages, restitution,
costs, and attorneys’ fees. On June 1, 2021, the Company and the individual defendants moved to dismiss the lawsuit based on the
plaintiff’s failure to make a pre-suit demand prior to filing of the derivative action, as is required under Texas law. In response,
the plaintiff filed a motion to voluntarily dismiss his claims. On June 21, 2021, the court granted that motion and entered an order
dismissing this lawsuit in its entirety, without prejudice.
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 $1.0
million, which includes damages, attorney fees
and interest. The matter was appealed to the Court of Appeals for the First District of Texas. The appeal process required that a check
be deposited in the registry of the court in the amount of $690,000,
which was deposited in April 2019 and is included in other current assets in both consolidated balance sheets as of June 30, 2021 and
September 30, 2020. On June 3, 2021, the Court of Appeals issued a decision affirming the lower court’s judgment in the case. A
motion for rehearing en-banc will be requested to ask the full court to reconsider the June 3rd decision. Management believes
that the case has no merit and will continue to vigorously defend itself throughout the appeal.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On
June 23, 2014, Mark H. Dupray and Ashlee Dupray filed a lawsuit against Pedro Antonio Panameno and our subsidiary JAI Dining Services
(Phoenix) Inc. (“JAI Phoenix”) in the Superior Court of Arizona for Maricopa County. The suit alleged that Mr. Panameno injured
Mr. Dupray in a traffic accident after being served alcohol at an establishment operated by JAI Phoenix. The suit alleged that JAI Phoenix
was liable under theories of common law dram shop negligence and dram shop negligence per se. After a jury trial proceeded to a verdict
in favor of the plaintiffs against both defendants, in April 2017 the Court entered a judgment under which JAI Phoenix’s share
of compensatory damages is approximately $1.4 million and its share of punitive damages is $4 million. In May 2017, JAI Phoenix filed
a motion for judgment as a matter of law or, in the alternative, motion for new trial. The Court denied this motion in August 2017. In
September 2017, JAI Phoenix filed a notice of appeal. In June 2018, the matter was heard by the Arizona Court of Appeals. On November
15, 2018 the Court of Appeals vacated the jury’s verdict and remanded the case to the trial court. It is anticipated that a new
trial will occur at some point in the future. JAI Phoenix will continue to vigorously defend itself.
As
set forth in the risk factors as disclosed in our most recent Annual Report on Form 10-K, the adult entertainment industry standard is
to classify adult entertainers as independent contractors, not employees. While we take steps to ensure that our adult entertainers are
deemed independent contractors, from time to time, we are named in lawsuits related to the alleged misclassification of entertainers.
Claims are brought under both federal and where applicable, state law. Based on the industry standard, the manner in which the independent
contractor entertainers are treated at the clubs, and the entertainer license agreements governing the entertainer’s work at the
clubs, the Company believes that these lawsuits are without merit. Lawsuits are handled by attorneys with an expertise in the relevant
law and are defended vigorously.
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.
Settlements
of lawsuits for the three and nine months ended June 30, 2021 amount to approximately $127,000 and $280,000, respectively, while for
the three and nine months ended June 30, 2020 amounted to approximately $50,000 and $74,000, respectively. As of June 30, 2021 and September
30, 2020, the Company has accrued $103,000 and $100,000 in accrued liabilities, respectively, related to settlement of lawsuits.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
11.
Segment Information
The
Company owns and operates adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such segments based on management
responsibility and the nature of the Company’s products, services and costs. There are no major distinctions in geographical areas
served as all operations are in the United States. The Company measures segment profit (loss) as income (loss) from operations. Segment
assets are those assets controlled by each reportable segment. The Other category below includes our media and energy drink divisions
that are not significant to the consolidated financial statements.
Below
is the financial information related to the Company’s segments (in thousands):
Schedule of Segment Reporting Information
|
|
For the Three Months
|
|
|
For the Nine Months
|
|
|
|
Ended
June 30,
|
|
|
Ended
June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Revenues (from external customers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nightclubs
|
|
$
|
41,031
|
|
|
$
|
6,013
|
|
|
$
|
97,015
|
|
|
$
|
75,239
|
|
Bombshells
|
|
|
16,077
|
|
|
|
8,531
|
|
|
|
42,218
|
|
|
|
27,684
|
|
Other
|
|
|
752
|
|
|
|
177
|
|
|
|
1,084
|
|
|
|
618
|
|
|
|
$
|
57,860
|
|
|
$
|
14,721
|
|
|
$
|
140,317
|
|
|
$
|
103,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nightclubs
|
|
$
|
18,350
|
|
|
$
|
(3,038
|
)
|
|
$
|
37,313
|
|
|
$
|
13,002
|
|
Bombshells
|
|
|
4,404
|
|
|
|
1,850
|
|
|
|
10,263
|
|
|
|
4,109
|
|
Other
|
|
|
321
|
|
|
|
(92
|
)
|
|
|
107
|
|
|
|
(423
|
)
|
General corporate
|
|
|
(4,568
|
)
|
|
|
(3,377
|
)
|
|
|
(12,752
|
)
|
|
|
(14,134
|
)
|
|
|
$
|
18,507
|
|
|
$
|
(4,657
|
)
|
|
$
|
34,931
|
|
|
$
|
2,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nightclubs
|
|
$
|
1,380
|
|
|
$
|
1,470
|
|
|
$
|
4,117
|
|
|
$
|
4,426
|
|
Bombshells
|
|
|
459
|
|
|
|
455
|
|
|
|
1,377
|
|
|
|
1,328
|
|
Other
|
|
|
8
|
|
|
|
103
|
|
|
|
80
|
|
|
|
311
|
|
General corporate
|
|
|
210
|
|
|
|
207
|
|
|
|
623
|
|
|
|
631
|
|
|
|
$
|
2,057
|
|
|
$
|
2,235
|
|
|
$
|
6,197
|
|
|
$
|
6,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nightclubs
|
|
$
|
2,479
|
|
|
$
|
106
|
|
|
$
|
5,810
|
|
|
$
|
2,964
|
|
Bombshells
|
|
|
1,329
|
|
|
|
136
|
|
|
|
4,584
|
|
|
|
2,473
|
|
Other
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
-
|
|
General corporate
|
|
|
262
|
|
|
|
-
|
|
|
|
393
|
|
|
|
128
|
|
|
|
$
|
4,070
|
|
|
$
|
242
|
|
|
$
|
10,788
|
|
|
$
|
5,565
|
|
|
|
June
30, 2021
|
|
|
September
30, 2020
|
|
Total assets
|
|
|
|
|
|
|
|
|
Nightclubs
|
|
$
|
286,629
|
|
|
$
|
277,960
|
|
Bombshells
|
|
|
52,503
|
|
|
|
48,991
|
|
Other
|
|
|
1,395
|
|
|
|
1,269
|
|
General corporate
|
|
|
27,412
|
|
|
|
32,713
|
|
|
|
$
|
367,939
|
|
|
$
|
360,933
|
|
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Excluded
from revenues in the table above are intercompany rental revenues of the Nightclubs and Corporate segments for the three months ended
June 30, 2021 amounting to $2.8 million and $31,000, respectively, and for the nine months ended June 30, 2021 amounting to $8.4 million
and $173,000, respectively, and intercompany sales of Robust Energy Drink of Other segment for the three and nine months ended June 30,
2021 amounting to $20,000 and $95,000, respectively. Excluded from revenues in the table above are intercompany rental revenues of the
Nightclubs and Corporate segments for the three months ended June 30, 2020 amounting to $2.8 million and $31,000, respectively, and for
the nine months ended June, 2020 amounting to $8.2 million and $94,000, respectively, and intercompany sales of Robust Energy Drink of
Other segment for the three and nine months ended June 30, 2020 amounting to $3,000 and $57,000, respectively. These intercompany revenue
amounts are eliminated upon consolidation.
General
corporate expenses include corporate salaries, health insurance and social security taxes for officers, legal, accounting and information
technology employees, corporate taxes and insurance, legal and accounting fees, depreciation and other corporate costs such as automobile
and travel costs. Management considers these to be non-allocable costs for segment purposes.
Certain
real estate assets previously wholly assigned to Bombshells have been subdivided and allocated to other future development or investment
projects. Accordingly, those asset costs have been transferred out of the Bombshells segment.
12.
Related Party Transactions
Presently,
our Chairman and President, Eric Langan, personally guarantees all of the commercial bank indebtedness of the Company. Mr. Langan receives
no compensation or other direct financial benefit for any of the guarantees. The balance of our commercial bank indebtedness, net of
debt discount and issuance costs, as of June 30, 2021 and September 30, 2020, was $81.6 million and $83.8 million, respectively.
Included
in the $2.35 million borrowing on November 1, 2018 (included in debt obligations as of June 30, 2021 and September 30, 2020) were notes
borrowed from related parties—one note for $500,000 (from an employee of the Company who is also the brother of our director Nourdean
Anakar) and another note for $100,000 (from a brother of Company CFO, Bradley Chhay) as part of a larger group of private lenders. The
terms of these related party notes are the same as the rest of the lender group in the November 1, 2018 transaction.
We
used the services of Nottingham Creations, and previously Sherwood Forest Creations, LLC, both furniture fabrication companies
that manufacture tables, chairs and other furnishings for our Bombshells locations, as well as providing ongoing maintenance. Nottingham
Creations is owned by a brother of Eric Langan (as was Sherwood Forest). Amounts billed to us for goods and services provided by Nottingham
Creations and Sherwood Forest were $3,182
and $118,092
during the three and nine months ended June 30,
2021, respectively, and $0
and $72,809
during the three and nine months ended June 30,
2020, respectively. As of June 30, 2021 and September 30, 2020, we owed Nottingham Creations and Sherwood Forest $12,205
and $0,
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 2021 and 2020. 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 $0 and $0 for the three and nine
months ended June 30, 2021, respectively, and $0 and $18,758 for the three and nine months ended June 30, 2020, respectively. Amounts
billed directly to the Company were $325,425 and $388,176 for the three and nine months ended June 30, 2021, respectively, and $11,363
and $37,605 for the three and nine months ended June 30, 2020, respectively. As of June 30, 2021 and September 30, 2020, the Company
owed TW Mechanical $14,239 and $5,700, respectively, in unpaid direct billings.
RCI
HOSPITALITY HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
13.
Leases
The
Company leases certain facilities and equipment under operating leases. Total lease expense, under ASC 842, was included in selling,
general and administrative expenses in our unaudited condensed consolidated statement of operations, except for sublease income which
was included in other revenue, for the three and nine months ended June 30, 2021 and 2020 as follows (in thousands):
Schedule of Lease Expense
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
For the Three Months
|
|
|
For the Nine Months
|
|
|
|
Ended
June 30,
|
|
|
Ended
June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Operating lease expense – fixed payments
|
|
$
|
828
|
|
|
$
|
839
|
|
|
$
|
2,485
|
|
|
$
|
2,519
|
|
Variable lease expense
|
|
|
47
|
|
|
|
158
|
|
|
|
155
|
|
|
|
288
|
|
Short-term equipment and other lease expense (includes $73 and $12 recorded in advertising and marketing for the three months ended June 30, 2021 and 2020, respectively, and $232 and $303 for the nine months ended June 30, 2021 and 2020, respectively; and $106 and $72 recorded in repairs and maintenance for the three months ended June 30, 2021 and 2020, respectively, and $310 and $297 for the nine months ended June 30, 2021 and 2020, respectively; see Note 5)
|
|
|
296
|
|
|
|
97
|
|
|
|
843
|
|
|
|
856
|
|
Sublease income
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(5
|
)
|
|
|
(8
|
)
|
Total lease expense, net
|
|
$
|
1,169
|
|
|
$
|
1,092
|
|
|
$
|
3,478
|
|
|
$
|
3,655
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash outflows from operating leases
|
|
$
|
1,147
|
|
|
$
|
1,051
|
|
|
$
|
3,400
|
|
|
$
|
3,513
|
|
Weighted average remaining lease term
|
|
|
|
|
|
|
|
|
|
|
12 years
|
|
|
|
13 years
|
|
Weighted average discount rate
|
|
|
|
|
|
|
|
|
|
|
6.0
|
%
|
|
|
6.1
|
%
|
Future
maturities of ASC 842 lease liabilities as of June 30, 2021 are as follows (in thousands):
Schedule of Future Maturities of Lease Liabilities
|
|
Principal
Payments
|
|
|
Interest
Payments
|
|
|
Total
Payments
|
|
July 2021 – June 2022
|
|
$
|
1,720
|
|
|
$
|
1,528
|
|
|
$
|
3,248
|
|
July 2022 – June 2023
|
|
|
1,736
|
|
|
|
1,423
|
|
|
|
3,159
|
|
July 2023 – June 2024
|
|
|
1,796
|
|
|
|
1,318
|
|
|
|
3,114
|
|
July 2024 – June 2025
|
|
|
1,967
|
|
|
|
1,206
|
|
|
|
3,173
|
|
July 2025 – June 2026
|
|
|
2,169
|
|
|
|
1,082
|
|
|
|
3,251
|
|
Thereafter
|
|
|
16,692
|
|
|
|
4,623
|
|
|
|
21,315
|
|
|
|
$
|
26,080
|
|
|
$
|
11,180
|
|
|
$
|
37,260
|
|
14.
Subsequent Events
On July 23, 2021, we and certain of our subsidiaries
entered into definitive agreements (the “Agreements”) to acquire eleven gentlemen’s clubs, nine of which are
controlled by club entrepreneur Troy Lowrie of Lakewood, Colorado, six related real estate properties, and associated intellectual
property for a total acquisition price of $88.0
million (the “Acquisition”). The Agreements for the eleven clubs being purchased include ten Asset Purchase Agreements
and one Stock Purchase Agreement. The sellers collectively own and operate adult entertainment clubs in six states,
four of which we do not currently have a presence. Closing of the Acquisition is subject to transfer of all necessary
permits, licenses, and other authorizations; closing on the bank financing; and other customary closing conditions.
We
have not completed our valuation analysis and related calculations in sufficient detail necessary to arrive at the fair values of the
assets acquired, along with the determination of any goodwill or gain on the transaction. Since the initial accounting of the acquisition
is incomplete, we also could not provide supplemental pro forma information of the combined entities as of this time.
As
of the filing of this report, we are in negotiations with our bank lender to refinance most of our existing real estate debt and
to partially finance the real estate purchases related to the Acquisition.