Form 8-K - Current report

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2024

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Texas	001-13992	76-0458229
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

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


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

RICK

The Nasdaq Global Market

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

Emerging growth company o

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. o

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 8, 2024, we issued a press release announcing results for the fiscal quarter ended December 31, 2023, and the filing of our quarterly report on Form 10-Q for that quarter. Also on February 8, 2024, we will hold a conference call to discuss these results and related matters. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

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

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit Number						Description

99.1						Press release of RCI Hospitality Holdings, Inc. dated February 8, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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


	RCI HOSPITALITY HOLDINGS, INC.

Date: February 8, 2024	By:	/s/ Eric Langan
		Eric Langan
		President and Chief Executive Officer

RCI Reports 1Q24 Results; X Spaces Call at 4:30 PM ET Today

HOUSTON—February 8, 2024—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results for the fiscal 2024 first quarter ended December 31, 2023. The company also filed its Form 10-Q today.


Summary Financials (in millions except EPS)	1Q24	1Q23
Total revenues	$73.9	$70.0
EPS	$0.77	$1.11
Non-GAAP EPS1	$0.87	$1.19
Net cash from operating activities	$13.6	$14.9
Free cash flow1	$12.7	$13.0
Net income attributable to RCIHH common stockholders	$7.2	$10.2
Adjusted EBITDA1	$17.5	$20.5
Weighted average shares used in computing EPS – basic and diluted	9.37	9.23

1 See “Non-GAAP Financial Measures” below

CEO Comment

Eric Langan, President and CEO, said: “Net cash from operating activities and free cash flow held up well, declining only 8% and 3%, respectively, despite previously reported macro uncertainty that negatively affected same-store sales.”

“Nightclubs performed generally in line with expectations. Bombshells did not perform as well. We are in the process of making major structural management changes to the Bombshells team and are considering any and all options to improve performance, including potentially seeking an operational partner or selling the business."

“Separately, we continued to make progress with our growth plans based on opening new casinos, clubs and restaurants; acquiring more clubs; and buying back shares when appropriate. To add to our war chest, we are in the process of completing an approximately $20 million cash-out bank loan, using an estimated $30 million of unencumbered real estate.”

Conference Call at 4:30 PM ET Today

•X Spaces: https://x.com/i/spaces/1ypKdknPlaqxW (to ask questions during Q&A, you need to use a mobile phone)

•Live, listen-only participant phone: Toll Free 888-506-0062, International 973-528-0011, Passcode: 156390

•Live, listen-only webcast, slides, and replay: https://www.webcaster4.com/Webcast/Page/2209/49818

1Q24 Results (Comparisons are to the year-ago period unless indicated otherwise)

•Nightclubs segment: Revenues were $61.0 million compared to $56.3 million. The $4.7 million increase primarily reflected the benefit of newly acquired and remodeled clubs, which more than offset the decline in same-store sales.2 By revenue type, alcoholic beverages increased 18.7% and food, merchandise and other increased 11.3%, while service declined 1.6%. The differing growth rates primarily reflected a higher alcohol and lower service sales mix from the newly acquired Baby Dolls-Chicas Locas clubs. Operating income was $20.4 million (33.4% of revenues) compared to $22.7 million (40.4% of revenues). On a Non-GAAP basis, operating income was $21.0 million (34.3% of revenues) compared to $22.8 million (40.4% of revenues). The margin decline primarily reflected lower service revenues, wage inflation, and an increase in the Texas patron tax to $10 from $5.

•Bombshells segment: Revenues were $12.7 million compared to $13.4 million. The $700 thousand decline primarily reflected lower same-store sales, partially offset by increases from FY23 acquisitions not in same-store sales and the opening of a new location.2 Operating income was $86 thousand (0.7% of revenues) compared to $1.8 million (13.8% of revenues). On a Non-GAAP basis, operating income was $149 thousand (1.2% of revenues) compared to $1.8 million (13.8% of revenues). The decline in profitability primarily reflected lower same-store sales.

•Corporate segment: Expenses totaled $7.1 million (9.6% of total revenues) compared to $7.5 million (10.7% of total revenues). On a non-GAAP basis, expenses totaled $6.6 million (9.0% of total revenues) compared to $6.6 million (9.4% of total revenues).

•Interest expense was 5.7% of revenues compared to 5.3%. The increase reflected higher average debt mostly from seller-financed promissory notes related to FY23 acquisitions.

•Effective tax rate was 19.9% and 22.8%. The rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit.

•Weighted average shares outstanding increased 1.5% year over year due to shares used in the 2Q23 Baby Dolls-Chicas Locas acquisition, partially offset by subsequent share buybacks.

•Share repurchases totaled 37,954 common shares for $2.1 million or an average of $54.59 per share, with $14.6 million in remaining stock repurchase authorization at 12/31/23.

•Debt was $234.1 million at 12/31/23 compared to $239.8 million at 9/30/23. The reduction reflected scheduled paydowns.

2 See our January 9, 2024 news release on 1Q24 sales for more details

Non-GAAP Financial Measures

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

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

•Non-GAAP Net Income and Non-GAAP Net Income per Diluted Share. We calculate non-GAAP net income and non-GAAP net income per diluted share by excluding or including certain items to net income attributable to RCIHH common stockholders and diluted earnings per share. Adjustment items are: (a) amortization of intangibles, (b) gains or losses on sale of businesses and assets, (c) gains or losses on insurance, (d) stock-based compensation, and (e) the income tax effect of the above-described adjustments. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 19.9% and 22.7% effective tax rate of the pre-tax non-GAAP income before taxes for the three months ended December 31, 2023 and 2022, respectively, and the GAAP income tax expense (benefit). We believe that excluding and including such items help management and investors better understand our operating activities.

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

•We also use certain non-GAAP cash flow measures such as free cash flow. Free cash flow is derived from net cash provided by operating activities less maintenance capital expenditures. We use free cash flow as the baseline for the implementation of our capital allocation strategy.

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

With more than 60 locations, RCI Hospitality Holdings, Inc., through its subsidiaries, is the country’s leading company in adult nightclubs and sports bars-restaurants. See all our brands at www.rcihospitality.com.

Forward-Looking Statements

This press release may contain forward-looking statements that involve a number of risks and uncertainties that could cause the company's actual results to differ materially from those indicated, including, but not limited to, the risks and uncertainties associated with (i) operating and managing an adult entertainment or restaurant 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 or restaurant businesses, competition and dependence on key personnel. For more detailed discussion of such factors and certain risks and uncertainties, see RCI's annual report on Form 10-K for the year ended September 30, 2023, as well as its other filings with the U.S. Securities and Exchange Commission. The company has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances.

Media & Investor Contacts

Gary Fishman and Steven Anreder at 212-532-3232 or gary.fishman@anreder.com and steven.anreder@anreder.com


RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share, number of shares and percentage data)

	For the Three Months Ended
	December 31, 2023				December 31, 2022
	Amount		% of Revenue		Amount		% of Revenue
Revenues
Sales of alcoholic beverages	$	33,316	45.1	%	$	29,650	42.4	%
Sales of food and merchandise	10,802		14.6	%	10,347		14.8	%
Service revenues	25,119		34.0	%	25,563		36.5	%
Other	4,670		6.3	%	4,408		6.3	%
Total revenues	73,907		100.0	%	69,968		100.0	%
Operating expenses
Cost of goods sold
Alcoholic beverages sold	6,281		18.9	%	5,374		18.1	%
Food and merchandise sold	4,038		37.4	%	3,586		34.7	%
Service and other	40		0.1	%	49		0.2	%
Total cost of goods sold (exclusive of items shown below)	10,359		14.0	%	9,009		12.9	%
Salaries and wages	21,332		28.9	%	18,676		26.7	%
Selling, general and administrative	25,201		34.1	%	22,732		32.5	%
Depreciation and amortization	3,853		5.2	%	3,307		4.7	%
Other charges, net	(3)		—	%	(654)		(0.9)	%
Total operating expenses	60,742		82.2	%	53,070		75.8	%
Income from operations	13,165		17.8	%	16,898		24.2	%
Other income (expenses)
Interest expense	(4,216)		(5.7)	%	(3,687)		(5.3)	%
Interest income	94		0.1	%	91		0.1	%
Income before income taxes	9,043		12.2	%	13,302		19.0	%
Income tax expense	1,799		2.4	%	3,031		4.3	%
Net income	7,244		9.8	%	10,271		14.7	%
Net income attributable to noncontrolling interests	(18)		—	%	(33)		—	%
Net income attributable to RCIHH common shareholders	$	7,226	9.8	%	$	10,238	14.6	%

Earnings per share
Basic and diluted	$	0.77			$	1.11

Weighted average shares used in computing earnings per share
Basic and diluted	9,367,151				9,230,258


RCI HOSPITALITY HOLDINGS, INC.
NON-GAAP FINANCIAL MEASURES
(in thousands, except per share and percentage data)

	For the Three Months Ended
	December 31, 2023			December 31, 2022
Reconciliation of GAAP net income to Adjusted EBITDA
Net income attributable to RCIHH common stockholders	$	7,226		$	10,238
Income tax expense	1,799			3,031
Interest expense, net	4,122			3,596
Gain on sale of businesses and assets	(3)			(590)
Depreciation and amortization	3,853			3,307
Gain on insurance	—			(64)
Stock-based compensation	470			941
Adjusted EBITDA	$	17,467		$	20,459

Reconciliation of GAAP net income to non-GAAP net income
Net income attributable to RCIHH common stockholders	$	7,226		$	10,238
Amortization of intangibles	659			695
Gain on sale of businesses and assets	(3)			(590)
Gain on insurance	—			(64)
Stock-based compensation	470			941
Net income tax effect	(220)			(200)
Non-GAAP net income	$	8,132		$	11,020

Reconciliation of GAAP diluted earnings per share to non-GAAP diluted earnings per share
Diluted shares	9,367,151			9,230,258
GAAP diluted earnings per share	$	0.77		$	1.11
Amortization of intangibles	0.07			0.08
Gain on sale of businesses and assets	0.00			(0.06)
Gain on insurance	0.00			(0.01)
Stock-based compensation	0.05			0.10
Net income tax effect	(0.02)			(0.02)
Non-GAAP diluted earnings per share	$	0.87		$	1.19

Reconciliation of GAAP operating income to non-GAAP operating income
Income from operations	$	13,165		$	16,898
Amortization of intangibles	659			695
Gain on sale of businesses and assets	(3)			(590)
Gain on insurance	—			(64)
Stock-based compensation	470			941
Non-GAAP operating income	$	14,291		$	17,880

Reconciliation of GAAP operating margin to non-GAAP operating margin
Income from operations	17.8		%	24.2		%
Amortization of intangibles	0.9		%	1.0		%
Gain on sale of businesses and assets	0.0		%	(0.8)		%
Gain on insurance	0.0		%	(0.1)		%
Stock-based compensation	0.6		%	1.3		%
Non-GAAP operating margin	19.3		%	25.6		%

Reconciliation of net cash provided by operating activities to free cash flow
Net cash provided by operating activities	$	13,633		$	14,895
Less: Maintenance capital expenditures	983			1,864
Free cash flow	$	12,650		$	13,031


RCI HOSPITALITY HOLDINGS, INC.
SEGMENT INFORMATION
(in thousands)

	For the Three Months Ended
	December 31, 2023		December 31, 2022
Revenues
Nightclubs	$	61,033	$	56,325
Bombshells	12,731		13,431
Other	143		212
	$	73,907	$	69,968

Income (loss) from operations
Nightclubs	$	20,369	$	22,740
Bombshells	86		1,847
Other	(196)		(185)
Corporate	(7,094)		(7,504)
	$	13,165	$	16,898


RCI HOSPITALITY HOLDINGS, INC.
NON-GAAP SEGMENT INFORMATION
($ in thousands)

	For the Three Months Ended December 31, 2023
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	20,369		$	86		$	(196)		$	(7,094)		$	13,165
Amortization of intangibles	591			63			—			5			659
Gain on sale of businesses and assets	(1)			—			—			(2)			(3)
Stock-based compensation	—			—			—			470			470
Non-GAAP operating income (loss)	$	20,959		$	149		$	(196)		$	(6,621)		$	14,291

GAAP operating margin	33.4		%	0.7		%	(137.1)		%	(9.6)		%	17.8		%
Non-GAAP operating margin	34.3		%	1.2		%	(137.1)		%	(9.0)		%	19.3		%

	For the Three Months Ended December 31, 2022
	Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	22,740		$	1,847		$	(185)		$	(7,504)		$	16,898
Amortization of intangibles	628			2			61			4			695
Gain on sale of businesses and assets	(569)			—			—			(21)			(590)
Gain on insurance	(48)			—			—			(16)			(64)
Stock-based compensation	—			—			—			941			941
Non-GAAP operating income (loss)	$	22,751		$	1,849		$	(124)		$	(6,596)		$	17,880

GAAP operating margin	40.4		%	13.8		%	(87.3)		%	(10.7)		%	24.2		%
Non-GAAP operating margin	40.4		%	13.8		%	(58.5)		%	(9.4)		%	25.6		%


RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	For the Three Months Ended
	December 31, 2023		December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	7,244	$	10,271
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,853		3,307
Gain on sale of businesses and assets	(3)		(686)
Amortization and writeoff of debt discount and issuance costs	163		144
Doubtful accounts expense on notes receivable	22		—
Gain on insurance	—		(64)
Noncash lease expense	762		719
Stock-based compensation expense	470		941
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable	1,229		1,447
Inventories	(218)		(94)
Prepaid expenses, other current, and other assets	(9,029)		(7,208)
Accounts payable, accrued, and other liabilities	9,140		6,118
Net cash provided by operating activities	13,633		14,895
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of businesses and assets	—		2,784
Proceeds from insurance	—		64
Proceeds from notes receivable	55		55
Payments for property and equipment and intangible assets	(5,135)		(12,553)
Acquisition of businesses, net of cash acquired	—		(4,000)
Net cash used in investing activities	(5,080)		(13,650)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt obligations	701		1,500
Payments on debt obligations	(6,352)		(3,361)
Purchase of treasury stock	(2,072)		(98)
Payment of dividends	(562)		(462)
Payment of loan origination costs	(136)		(96)
Share in return of investment by noncontrolling partner	—		(600)
Net cash used in financing activities	(8,421)		(3,117)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	132		(1,872)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	21,023		35,980
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	21,155	$	34,108


RCI HOSPITALITY HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)

	December 31, 2023		September 30, 2023		December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	21,155	$	21,023	$	34,108
Accounts receivable, net	8,617		9,846		6,016
Current portion of notes receivable	253		249		235
Inventories	4,630		4,412		4,051
Prepaid expenses and other current assets	10,985		1,943		8,611
Total current assets	45,640		37,473		53,021
Property and equipment, net	284,398		282,705		246,536
Operating lease right-of-use assets, net	34,169		34,931		36,329
Notes receivable, net of current portion	4,362		4,443		4,631
Goodwill	70,772		70,772		70,189
Intangibles, net	178,486		179,145		143,949
Other assets	1,388		1,415		1,503
Total assets	$	619,215	$	610,884	$	556,158

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	5,254	$	6,111	$	5,182
Accrued liabilities	26,564		16,051		18,864
Current portion of debt obligations, net	19,789		22,843		13,291
Current portion of operating lease liabilities	3,037		2,977		2,850
Total current liabilities	54,644		47,982		40,187
Deferred tax liability, net	29,143		29,143		30,562
Debt, net of current portion and debt discount and issuance costs	214,324		216,908		197,943
Operating lease liabilities, net of current portion	34,392		35,175		35,270
Other long-term liabilities	328		352		386
Total liabilities	332,831		329,560		304,348

Commitments and contingencies

Equity
Preferred stock	—		—		—
Common stock	94		94		92
Additional paid-in capital	78,815		80,437		68,070
Retained earnings	207,714		201,050		183,726
Total RCIHH stockholders' equity	286,623		281,581		251,888
Noncontrolling interests	(239)		(257)		(78)
Total equity	286,384		281,324		251,810
Total liabilities and equity	$	619,215	$	610,884	$	556,158

Cover	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 08, 2024
Entity Registrant Name	RCI HOSPITALITY HOLDINGS, INC.
Entity Incorporation, State or Country Code	TX
Entity File Number	001-13992
Entity Tax Identification Number	76-0458229
Entity Address, Address Line One	10737 Cutten Road
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77066
City Area Code	281
Local Phone Number	397-6730
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	RICK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000935419