UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2017

 

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

 

Commission File Number: 001-13992

 

RCI HOSPITALITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Texas	76-0458229
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 

10737 Cutten Road

Houston, Texas 77066

(Address of principal executive offices) (Zip Code)

 

(281) 397-6730

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. Large accelerated filer [  ] Accelerated filer [X] Non-accelerated filer [  ] Smaller reporting company [  ] Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

As of April 30, 2017, 9,718,711 shares of the registrant’s common stock were outstanding.

 

 

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including, without limitation, the following sections: Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, the risks and uncertainties associated with operating and managing an adult business, the business climates in cities where it operates, the success or lack thereof in launching and building the company’s businesses, risks and uncertainties related to cyber security, conditions relevant to real estate transactions, and numerous other factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

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

 

 

RCI HOSPITALITY HOLDINGS, INC.

FORM 10-Q

TABLE OF CONTENTS

 

			Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements		4
	Condensed Consolidated Balance Sheets as of March 31, 2017 (unaudited) and September 30, 2016		4
	Condensed Consolidated Statements of Income (unaudited) for the three and six months ended March 31, 2017 and 2016		5
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended March 31, 2017 and 2016		6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended March 31, 2017 and 2016		7
	Notes to Condensed Consolidated Financial Statements (unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		29
Item 4.	Controls and Procedures		29
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		29
Item1A.	Risk Factors		29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 6.	Exhibits		30
	Signatures		31

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

 

		March 31, 2017				September 30, 2016
		(unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	13,199			$	11,327
Accounts receivables, net			2,526				4,365
Inventories			2,060				2,019
Prepaid expenses and other current assets			3,195				4,005
Assets held for sale			5,472				7,671
Total current assets			26,452				29,387
Property and equipment, net			144,571				142,003
Notes receivable			4,745				4,800
Goodwill			45,921				45,921
Intangibles, net			52,103				52,189
Other assets			2,267				2,188
Total assets		$	276,059			$	276,488
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	2,194			$	1,701
Accrued liabilities			10,402				12,806
Current portion of long-term debt			12,197				9,950
Total current liabilities			24,793				24,457
Deferred tax liability			25,470				25,470
Long-term debt			90,103				95,936
Other long-term liabilities			593				483
Total liabilities			140,959				146,346
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, $0.10 par value per share; 1,000 shares authorized; none issued and outstanding			-				-
Common stock, $0.01 par value per share; 20,000 shares authorized; 9,719 and 9,808 shares issued and outstanding as of March 31, 2017 and September 30, 2016, respectively			97				97
Additional paid-in capital			63,453				64,552
Retained earnings			68,982				62,909
Total RCIHH stockholders’ equity			132,532				127,558
Noncontrolling interests			2,568				2,584
Total stockholders’ equity			135,100				130,142
Total liabilities and stockholders’ equity		$	276,059			$	276,488

 

See accompanying notes to condensed consolidated financial statements.

 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

 

		For the Three Months								For the Six Months
		Ended March 31,								Ended March 31,
		2017				2016				2017				2016
Revenues
Sales of alcoholic beverages		$	14,235			$	14,581			$	28,610			$	29,178
Sales of food and merchandise			4,353				4,609				8,560				8,943
Service revenues			14,170				13,205				27,645				25,846
Other			1,760				2,001				3,442				3,904
Total revenues			34,518				34,396				68,257				67,871
Operating expenses
Cost of goods sold			4,968				5,227				9,849				10,411
Salaries and wages			9,717				9,257				19,369				18,614
Selling, general and administrative			10,609				10,601				21,802				21,461
Depreciation and amortization			1,608				1,826				3,226				3,643
Other charges, net			129				(65	)			191				475
Total operating expenses			27,031				26,846				54,437				54,604
Income from operations			7,487				7,550				13,820				13,267
Other income (expenses)
Interest expense			(1,912	)			(1,965	)			(3,927	)			(3,880	)
Interest income			89				1				126				5
Income before income taxes			5,664				5,586				10,019				9,392
Income taxes			1,908				293				3,358				1,660
Net income			3,756				5,293				6,661				7,732
Net loss (income) attributable to noncontrolling interests			3				212				(4	)			325
Net income attributable to RCIHH common shareholders		$	3,759			$	5,505			$	6,657			$	8,057
Earnings per share attributable to RCIHH common shareholders
Basic		$	0.39			$	0.55			$	0.68			$	0.79
Diluted		$	0.39			$	0.54			$	0.68			$	0.79
Weighted average number of common shares outstanding
Basic			9,719				10,013				9,744				10,154
Diluted			9,721				10,215				9,768				10,356
Dividends per share		$	0.03			$	0.03			$	0.06			$	0.03

 

See accompanying notes to condensed consolidated financial statements.

 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

		For the Three Months								For the Six Months
		Ended March 31,								Ended March 31,
		2017				2016				2017				2016
Net income		$	3,756			$	5,293			$	6,661			$	7,732
Amounts reclassified from accumulated other comprehensive income			-				(109	)			-				(109	)
Comprehensive income			3,756				5,184				6,661				7,623
Comprehensive loss (income) attributable to noncontrolling interests			3				212				(4	)			325
Comprehensive income attributable to RCI Hospitality Holdings, Inc.		$	3,759			$	5,396			$	6,657			$	7,948

 

See accompanying notes to condensed consolidated financial statements.

 

 

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

		For the Six Months
		Ended March 31,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	6,661			$	7,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			3,226				3,643
Deferred taxes			-				786
Amortization of debt issuance costs, note discount and beneficial conversion			128				15
Deferred rent			110				(446	)
Gain on sale of marketable securities			-				(127	)
Stock-based compensation expense			-				240
Loss on sale of property and other			212				-
Debt prepayment penalty			75				-
Changes in operating assets and liabilities:
Accounts receivable			1,839				(545	)
Inventories			(41	)			(370	)
Prepaid expenses and other assets			731				1,719
Accounts payable and accrued liabilities			(1,911	)			(1,535	)
Net cash provided by operating activities			11,030				11,112
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property			2,047				-
Proceeds from sale of marketable securities			-				628
Proceeds from notes receivable			55				-
Additions to property and equipment			(5,680	)			(13,561	)
Net cash used in investing activities			(3,578	)			(12,933	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt			2,564				15,517
Payments on long-term debt			(6,179	)			(7,553	)
Purchase of treasury stock			(1,099	)			(4,704	)
Payment of dividends			(584	)			(296	)
Payment of loan origination costs			(99	)			-
Debt prepayment penalty			(75	)			-
Distribution to noncontrolling interests			(108	)			(108	)
Net cash provided by (used in) financing activities			(5,580	)			2,856
NET INCREASE IN CASH AND CASH EQUIVALENTS			1,872				1,035
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			11,327				8,020
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	13,199			$	9,055
CASH PAID DURING PERIOD FOR:
Interest		$	3,788			$	3,896
Income taxes (net of refund of $1,017 and $0, respectively)		$	73			$	97

 

See accompanying notes to condensed consolidated financial statements.

 

 

Non-cash and other transactions:

 

During the six months ended March 31, 2017, the Company refinanced $8.0 million of long-term debt by borrowing $9.9 million, resulting in net cash proceeds of $1.9 million.

 

During the six months ended March 31, 2017, the Company purchased and retired 89,685 common shares at a cost of $1.1 million.

 

During the six months ended March 31, 2016, the Company purchased and retired 500,902 common shares at a cost of $4.7 million.

 

During the six months ended March 31, 2016, a related party creditor converted $750,000 of debt to 75,000 shares of the Company’s common stock.

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.	Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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. 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, 2016 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on December 13, 2016. 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 presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending September 30, 2017. The September 30, 2016 consolidated balance sheet data were derived from audited financial statements, but does not include all disclosures required by GAAP.

 

2.	Recent Accounting Standards and Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard’s effective date has been deferred by the issuance of ASU No. 2015-14, and is effective for annual periods beginning after December 15, 2017, and interim periods therein. The guidance permits using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early application is permitted but not before December 15, 2016, the ASU’s original effective date. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

 

In February 2015, the FASB issued ASU No. 2015-02, which amends FASB ASU Topic 810, Consolidations. This ASU amends the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. This ASU requires that limited partnerships and similar legal entities provide partners with either substantive kick-out rights or substantive participating rights over the general partner in order to be considered a voting interest entity. The specialized consolidation model and guidance for limited partnerships and similar legal entities have been eliminated. There is no longer a presumption that a general partner should consolidate a limited partnership. For limited partnerships and similar legal entities that qualify as voting interest entities, a limited partner with a controlling financial interest should consolidate a limited partnership. A controlling financial interest may be achieved through holding a limited partner interest that provides substantive kick-out rights. The standard is effective for annual periods beginning after December 15, 2015. The Company has adopted this guidance as of October 1, 2016, and its adoption did not have a material impact on the Company’s consolidated financial statements.

 

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This ASU does not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. This ASU eliminates from GAAP the requirement to measure inventory at the lower of cost or market. Market under the previous requirement could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. Entities within scope of this update will now be required to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory using LIFO or the retail inventory method. The amendments in this update are effective for fiscal years beginning after December 15, 2016, with early adoption permitted, and should be applied prospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The ASU requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Acquirers must recognize, in the same reporting period, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company has adopted this guidance as of October 1, 2016, and its adoption did not have a material impact on the Company’s consolidated financial statements.

 

In February 2016, the FASB issued 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. The guidance requires the use of a modified retrospective approach. We are evaluating the impact of the guidance on our consolidated financial position, results of operations and related disclosures.

 

In March 2016, the FASB issued amended guidance ASU No. 2016-09, Compensation–Stock Compensation (Topic 718): Improvement to Employee Share-Based Payment Accounting. The guidance requires all income tax effects of awards to be recognized in the income statement on a prospective basis. The guidance also requires presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, and can be applied retrospectively or prospectively. The guidance increases the amount companies can withhold to pay income taxes on awards without triggering liability classification for shares used to satisfy statutory income tax withholding obligations, and requires application of a modified retrospective transition method. The amended guidance will be effective for interim and annual periods beginning after December 15, 2016; early adoption is permitted if all provisions are adopted in the same period. As of March 31, 2017, we do not have any stock-based compensation awards outstanding. We will adopt ASU 2016-09 when the Company grants stock-based compensation awards in the future.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). The ASU intends to reduce diversity in practice on how the following cash activities are presented in the statement of cash flows: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments; (3) contingent considerations payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate and bank-owned life insurance policies; (6) distributions received from equity method investments; and (7) beneficial interests in securitization transactions. The guidance also describes a predominance principle in which cash flows with aspects of more than one class that cannot be separated should be classified based on the activity that is likely to be the predominant source or use of cash flow. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period, and must be applied using a retrospective transition method. We early adopted this guidance as of October 1, 2016. Our adoption of this guidance did not have a material impact on our consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-01, Business Combination (Topic 805): Clarifying the Definition of a Business. According to the guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. If met, this initial screen eliminates the need for further assessment. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. ASU 2017-01 provides a framework to evaluate when an input and a substantive process are present. To be a business without outputs, there will now need to be an organized workforce. The FASB noted that outputs are a key element of a business and included more stringent criteria for aggregated sets of assets and activities without outputs. Finally, the guidance narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. Under the final definition, an output is the result of inputs and substantive processes that provide goods and services to customers, other revenue, or investment income, such as dividends and interest. The standard is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The amendments can be applied to transactions occurring before the guidance was issued as long as the applicable financial statements have not been issued. We are evaluating the impact of the guidance on our consolidated financial position, results of operations and related disclosures.

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The amount of goodwill impairment will now be the excess of a reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment (Step 0) to determine if a quantitative impairment test is necessary. The same one-step test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. The revised guidance will be applied prospectively, and is effective for calendar year-end SEC filers in 2020; other public business entities will have an additional year. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company plans to early adopt this ASU during the fourth quarter of fiscal 2017.

 

3.	Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current year financial statement presentation.

 

4.	Selected Account Information

 

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

 

		March 31, 2017				September 30, 2016
Payroll and related costs		$	1,872			$	1,506
Lawsuit settlement			1,871				2,704
Insurance			1,310				2,303
Sales and liquor taxes			974				889
Patron tax			810				1,559
Unearned revenues			685				256
Property taxes			602				1,017
Other			2,278				2,572
		$	10,402			$	12,806

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

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

 

		For the Three Months								For the Six Months
		Ended March 31,								Ended March 31,
		2017				2016				2017				2016
Taxes and permits		$	1,840			$	2,054			$	4,129			$	4,179
Advertising and marketing			1,355				1,225				3,012				2,530
Supplies and services			1,142				1,155				2,288				2,417
Insurance			952				907				1,887				1,781
Rent			750				859				1,440				1,807
Legal			709				562				1,412				1,397
Utilities			656				694				1,326				1,404
Charge card fees			617				557				1,187				1,170
Accounting and professional fees			560				420				1,057				690
Repairs and maintenance			533				526				999				1,023
Security			512				479				1,053				1,018
Other			983				1,163				2,012				2,045
		$	10,609			$	10,601			$	21,802			$	21,461

 

5.	Long-Term Debt

 

On October 5, 2016, the Company refinanced $8.0 million of long-term debt by borrowing $9.9 million. The new unsecured debt is payable $118,817 per month, including interest at 12%, and matures in five years with a balloon payment for the remaining balance at maturity. The refinanced debt was comprised of interest-only notes that were scheduled to mature with full principal payments in October 2017.

 

On January 4, 2017, the Company paid off $392,000 of convertible 6% notes, which would have matured on March 4, 2023.

 

On March 13, 2017, the Company entered into a promissory note with a bank, which provides for a $1.0 million revolving line of credit maturing on March 13, 2018. The interest rate under this revolving line of credit is at 6.5% per annum payable every 13th of each month starting April 13, 2017 for all outstanding borrowings. In an event of a default, as defined in the agreement, the interest rate shall be increased to 17% per annum. As of March 31, 2017, the Company had available borrowing capacity of $1.0 million under the revolving line of credit.

 

6.	Stockholders’ Equity

 

During the six months ended March 31, 2017, the Company purchased and retired 89,685 common shares at a cost of $1.1 million. The Company also paid a $0.06 per share cash dividend totaling approximately $584,000.

 

During the six months ended March 31, 2016, the Company purchased and retired 500,902 common shares at a cost of $4.7 million. The Company also paid a $0.03 per share cash dividend totaling approximately $296,000.

 

During the six months ended March 31, 2016, a related party creditor converted $750,000 of debt to 75,000 shares of the Company’s common stock.

 

7.	Earnings Per Share

 

Basic earnings per share (“EPS”) 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 per share reflect the potential dilution of securities that could share in the earnings 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 EPS 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 (as adjusted for interest expense that would no longer be incurred if the debentures were converted).

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The table below presents the reconciliation of the numerator and the denominator in the calculation of basic and diluted EPS (in thousands, except per share amounts):

 

		For the Three Months								For the Six Months
		Ended March 31,								Ended March 31,
		2017				2016				2017				2016
Numerator -
Net income attributable to RCIHH common shareholders - basic		$	3,759			$	5,505			$	6,657			$	8,057
Adjustment to net income from assumed conversion of debentures(2)			-				50				5				100
Adjusted net income attributable to RCIHH common shareholders - diluted		$	3,759			$	5,555			$	6,662			$	8,157
Denominator(1)(3)-
Weighted average number of common shares outstanding - basic			9,719				10,013				9,744				10,154
Effect of potentially dilutive restricted stock, warrants and options			-				-				-				-
Effect of potentially dilutive convertible debentures(2)			2				202				24				202
Adjusted weighted average number of common shares outstanding - diluted			9,721				10,215				9,768				10,356
Basic earnings per share		$	0.39			$	0.55			$	0.68			$	0.79
Diluted earnings per share		$	0.39			$	0.54			$	0.68			$	0.79

 

(1) All outstanding restricted stock, warrants and options were considered for the EPS computation. Potentially dilutive options and warrants of 121,180 for the three and six months ended March 31, 2016 have been excluded from earnings per share due to their being anti-dilutive. No restricted stock or options were outstanding during the three and six months ended March 31, 2017.

 

(2) Convertible debentures (principal and accrued interest) outstanding at the beginning of the three and six months ended March 31, 2017 and 2016 totaling $859,000 and $2.3 million, respectively, were convertible into common stock at a price of $10.25 and $12.50 per share in fiscal 2017, and $10.00, $10.25 and $12.50 per share in fiscal 2016.

 

(3) As of March 31, 2017, the Company has no outstanding restricted stock, stock options, warrants or convertible debt.

 

8.	Income Taxes

 

Income tax expense was $1.9 million and $3.4 million for the three and six months ended March 31, 2017, respectively, compared with a $293,000 and $1.7 million for the three and six months ended March 31, 2016, respectively. The effective income tax rate for the six months ended March 31, 2017 was 33.5% compared with 17.7% for the comparable period year-ago. Our effective tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit. Beginning in the quarter ended December 31, 2016, the Company began utilizing the effective rate method to calculate income taxes during interim periods instead of the full deferred calculation method.

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The Company or one of its subsidiaries files income tax returns for U.S. federal, and various state and local jurisdictions. The Company is no longer subject to federal, state and local income tax examinations by tax authorities for years before 2013. The Company’s federal income tax returns for the fiscal years ended September 30, 2015, 2014 and 2013 are currently under examination by the Internal Revenue Service.

 

The Company accounts for uncertain tax positions pursuant to ASC Topic 740, Income Taxes. As of March 31, 2017 and September 30, 2016, the liability for uncertain tax positions totaled approximately $231,000 and $1.0 million, respectively, which is included in current liabilities on our condensed consolidated balance sheets. During the three and six months ended March 31, 2017, the Company settled a city tax audit for approximately $0 and $0.6 million, respectively, the amount previously recorded as an uncertain tax position. This settlement did not have an impact on the annual effective tax rate. The Company recognizes interest accrued related to uncertain tax positions in interest expense and penalties in operating expenses.

 

9.	Commitments and Contingencies

 

Legal Matters

 

New York Settlement

 

Filed in 2009, the case claimed Rick’s Cabaret New York misclassified entertainers as independent contractors. Plaintiffs sought minimum wage for the hours they danced and return of certain fees. RCI Entertainment (New York), Inc. and Peregrine Enterprises, Inc. maintained the dancers were properly classified, and alternatively, amounts earned were well in excess of the minimum wage and should satisfy any obligations.

 

On April 1, 2015, we and our subsidiaries, RCI Entertainment (New York), Inc. and Peregrine Enterprises, Inc., entered into an agreement to settle in full a New York based federal wage and hour class and collective action filed in the United States District Court for the Southern District of New York. On September 22, 2015, the Court granted final approval of the settlement. Under the terms of the agreement, Peregrine Enterprises, Inc. was to make up to $15.0 million available to class members and their attorneys. The actual amount paid was determined based on the number of class members responding by the end of a two-month notice period which ended on December 4, 2015. Unclaimed checks or payments reverted back to Peregrine at that time. Based on the current schedule, an initial payment for attorneys’ fees of $1,833,333 was made in October 2015, with two subsequent payments of $1,833,333 each being made in equal annual installments. As part of the settlement, RCIHH was required to guarantee the obligations of RCI Entertainment (New York), Inc. and Peregrine Enterprises, Inc. under the settlement.

 

The Company expensed $11.1 million during the year ended September 30, 2015 as the final liability for its obligations under the settlement, which was included as settlement of lawsuits and other one-time costs in the consolidated statement of income. Of this amount, $5.6 million was paid to entertainers and $5.5 million has been or will be paid to the lawyers. As of March 31, 2017 and September 30, 2016, the Company has a total amount of $1.9 million and $2.7 million, respectively, recorded in accrued liabilities on the Company’s consolidated balance sheets for future payments to the lawyers.

 

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.

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

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 be filed with the Receiver before the close of business on January 16, 2015 and that all pending lawsuits involving IIC as the insurer are 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. Currently, there are several civil lawsuits pending against the Company and its subsidiaries. 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; 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.

 

General

 

The Company is involved in various suits and claims arising in the normal course of business. The ultimate outcome of these items is not anticipated to have a material adverse effect on the Company’s consolidated statements of income or financial position.

 

The Company has been sued by a landlord in the 33rd 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, Plaintiff’s manager, and Plaintiff’s broker asserting that they committed fraud and that the landlord breached the applicable agreements. It is unknown at this time whether the resolution of this uncertainty will have a material effect on the Company’s financial condition.

 

Settlements of lawsuits for the three and six months ended March 31, 2017 totaled $8,000 and $81,000, respectively, while settlements of lawsuits for the three and six months ended March 31, 2016 totaled $62,000 and $602,000, respectively. As of March 31, 2017 and September 30, 2016, the Company has accrued $1.9 million and $2.7 million in accrued liabilities, respectively, related to settlement of lawsuits all of which pertain to the New York Settlement discussed above.

 

10.	Segment Information

 

The Company owns and operates adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such reportable 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 division and rental income in both years, and the energy drink division in the prior year, that are not significant to the consolidated financial statements.

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

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

 

		For the Three Months								For the Six Months
		Ended March 31,								Ended March 31,
		2017				2016				2017				2016
Revenues
Nightclubs		$	29,967			$	29,344			$	59,249			$	57,514
Bombshells			4,375				4,629				8,670				9,008
Other			176				423				338				1,349
		$	34,518			$	34,396			$	68,257			$	67,871
Income (loss) from operations
Nightclubs		$	10,498			$	9,687			$	19,714			$	18,195
Bombshells			801				758				1,439				1,245
Other			(222	)			(856	)			(563	)			(1,504	)
General corporate			(3,590	)			(2,039	)			(6,770	)			(4,669	)
		$	7,487			$	7,550			$	13,820			$	13,267
Depreciation and amortization
Nightclubs		$	1,225			$	1,420			$	2,467			$	2,562
Bombshells			223				231				441				462
Other			4				171				9				342
General corporate			156				4				309				277
		$	1,608			$	1,826			$	3,226			$	3,643
Capital expenditures
Nightclubs		$	545			$	12,435			$	1,340			$	12,826
Bombshells			1,614				104				2,718				144
Other			10				-				11				2
General corporate			503				133				1,611				589
		$	2,672			$	12,672			$	5,680			$	13,561

 

		March 31, 2017				September 30, 2016
Total assets
Nightclubs		$	243,180			$	244,464
Bombshells			10,714				8,673
Other			1,117				896
General corporate			21,048				22,455
		$	276,059			$	276,488

 

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.

 

 

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

11.	Disposition

 

On January 13, 2017, we closed the sale on one of our non-income producing properties, included in assets held for sale on our condensed consolidated balance sheets, for $2.2 million in cash, recognizing approximately $116,000 loss on the sale. Proceeds were used to pay off the remaining $1.5 million of a related 11% balloon note, which was due in 2018. The Company paid a $75,000 prepayment penalty to pay off the debt.

 

12.	Subsequent Events

 

On April 26, 2017, subsidiaries of the Company acquired the assets of the Hollywood Showclub in the Greater St. Louis area, as well as the club’s building and land, adjacent land, and a nearby building and land that can be used for another gentlemen’s club. The total purchase price for all the acquired assets and real properties was $4.2 million, paid in cash at closing. The Company plans to apply for mortgage financing for the acquired properties.

 

On May 1, 2017, the Company raised $5.4 million through the issuance of 12% unsecured promissory notes to certain investors, which notes mature on May 1, 2020. The notes pay interest-only in equal monthly installments, with a lump sum principal payment at maturity.

 

On May 8, 2017, a subsidiary of the Company acquired the company that owns Scarlett’s Cabaret Miami in Pembroke Park, Florida along with certain related intellectual property for total consideration of $25.952 million, payable $5.4 million at closing, $5.0 million after six months through a short-term 5% note, and $15.552 million through a 12-year amortizing 8% note.

 

 

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

 

The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included in this quarterly report, and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended September 30, 2016.

 

Overview

 

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

 

Through our subsidiaries, as of March 31, 2017, we operated a total of 41 establishments that offer live adult entertainment, and/or restaurant and bar operations. We also operated a leading business communications company serving the multi-billion-dollar adult nightclubs industry. We have two principal reportable segments: Nightclubs and Bombshells restaurants and bars. We combine other operating segments into “Other.” In the context of club and restaurant/sports bar operations, the terms the “Company,” “we,” “our,” “us” and similar terms used in this report refer to subsidiaries of RCIHH. Excepting executive officers of RCIHH, any employment referenced in this document is not with RCIHH but solely with one of its subsidiaries. RCIHH was incorporated in the State of Texas in 1994. Our corporate offices are located in Houston, Texas.

 

Critical Accounting Policies and Estimates

 

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

 

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed with the SEC on December 13, 2016.

 

During the three and six months ended March 31, 2017, there were no significant changes in our accounting policies and estimates.

 

Results of Operations

 

Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

 

The following table summarizes our results of operations for the three months ended March 31, 2017 and 2016 (dollars in thousands):

 

		For the Three Months Ended
		March 31, 2017								March 31, 2016								Increase (Decrease)
		Amount				% of Revenues				Amount				% of Revenues				Amount				%
Revenues
Sales of alcoholic beverages		$	14,235				41.2	%		$	14,581				42.4	%		$	(346	)			-2.4	%
Sales of food and merchandise			4,353				12.6	%			4,609				13.4	%			(256	)			-5.6	%
Service revenues			14,170				41.1	%			13,205				38.4	%			965				7.3	%
Other			1,760				5.1	%			2,001				5.8	%			(241	)			-12.0	%
Total revenues			34,518				100.0	%			34,396				100.0	%			122				0.4	%
Operating expenses
Cost of goods sold			4,968				14.4	%			5,227				15.2	%			(259	)			-5.0	%
Salaries and wages			9,717				28.2	%			9,257				26.9	%			460				5.0	%
Selling, general and administrative			10,609				30.7	%			10,601				30.8	%			8				0.1	%
Depreciation and amortization			1,608				4.7	%			1,826				5.3	%			(218	)			-11.9	%
Other charges, net			129				0.4	%			(65	)			-0.2	%			194				-298.5	%
Total operating expenses			27,031				78.3	%			26,846				78.0	%			185				0.7	%
Income from operations			7,487				21.7	%			7,550				22.0	%			(63	)			-0.8	%
Other income (expenses)
Interest expense			(1,912	)			-5.5	%			(1,965	)			-5.7	%			53				-2.7	%
Interest income			89				0.3	%			1				0.0	%			88				8800.0	%
Income before income taxes			5,664				16.4	%			5,586				16.2	%			78				1.4	%
Income taxes			1,908				5.5	%			293				0.9	%			1,615				551.2	%
Net income		$	3,756				10.9	%		$	5,293				15.4	%		$	(1,537	)			-29.0	%

 

 

Revenues

 

Consolidated revenues for the three months ended March 31, 2017 increased by $122,000, or 0.4%, compared to the comparable period last year due primarily to a 2.7% increase in same-store sales (contributing a 2.5% increase in total revenues), 1.5% increase from new units, 3.4% decrease in closed units, and 0.3% decrease in other revenues. Nightclub same-store sales increased by 2.7% reflecting continued strong results from units in Minneapolis, Houston, Miami and New York. Bombshells same-store sales increased by 3.2% but decreased by 5.5% in total due to the fourth quarter 2016 closing of Webster.

 

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

 

		For the Three Months
		Ended March 31,
		2017				2016
Nightclubs		$	29,967			$	29,344
Bombshells			4,375				4,629
Other			176				423
		$	34,518			$	34,396

 

Revenues for the quarter ended March 31, 2016 included revenues from Drink Robust. During the quarter ended September 30, 2016, we sold 31% of Drink Robust, retaining a 20% investment. Because we have no ability to direct the management of the investee company or exert significant influence, the investment is being accounted for at cost beginning on the date of the sale.

 

Operating Expenses

 

Total operating expenses, as a percent of revenues, increased to 78.3% from 78.0% from last year. Contributors to the net increase in operating expenses are explained below.

 

Cost of goods sold decreased by 5.0% primarily due to lower unit count. As a percent of total revenues, cost of goods sold decreased to 14.4% from 15.2% mainly due to the increase in revenue mix of higher margin service revenue.

 

Salaries and wages increased by 5.0% mainly due to additional corporate headcount to support franchising and our return to a growth model, and a shift to employee status of certain entertainers. As a percent of total revenues, salaries and wages increased to 28.2% from 26.9% primarily due to additional corporate headcount to prepare for future growth and the shift to employee status of certain entertainers.

 

 

Selling, general and administrative expenses was flat from quarter to quarter. As a percent of total revenues, selling, general and administrative expenses was also flat at 30.7% this quarter compared to 30.8% last year.

 

Depreciation and amortization decreased by 11.9% due to the decrease in intangible assets subject to amortization caused by the divestiture of Drink Robust and the lower fixed asset depreciable base from closed units.

 

Other charges, net increased by $194,000 due to the current quarter’s loss on asset disposal compared to a gain in the prior year, offset by a gain on patron tax settlement during the current quarter compared to none in the prior year.

 

Income from Operations

 

For the three months ended March 31, 2017 and 2016, our operating margin was 21.7% and 22.0%, respectively. The main drivers for the decrease in operating margin are the increase in salaries due to additional corporate headcount to prepare for future growth and the loss in asset disposal.

 

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

 

		For the Three Months
		Ended March 31,
		2017				2016
Nightclubs		$	10,498			$	9,687
Bombshells			801				758
Other			(222	)			(856	)
General corporate			(3,590	)			(2,039	)
		$	7,487			$	7,550

 

Operating margin for the Nightclubs segment was 35.0% and 33.0% for the three months ended March 31, 2017 and 2016, respectively, while operating margin for Bombshells was 18.3% and 16.4%, respectively. The increase in Nightclubs operating margin was mainly due to the increase in higher margin service revenue and margin improvement caused by two sold and three re-concepted clubs. The increase in Bombshells operating margin was primarily caused by the closing of the underperforming unit in Webster, Texas. Excluding the impact of settlement of lawsuits, gain on settlement of patron tax and loss on sale of assets, Nightclubs non-GAAP operating margin would have been 35.2% and 33.2% for the three months ended March 31, 2017 and 2016, respectively. Excluding the impact of loss on disposal of assets, Bombshells non-GAAP operating margin would have been 18.8% and 16.4% for the three months ended March 31, 2017 and 2016, respectively.

 

Non-Operating Items

 

Interest expense decreased to $1.9 million from $2.0 million due to lower average debt balance, while interest income increased by $88,000 due to higher average cash balance and new notes receivable.

 

Income Tax Expense

 

Income tax expense increased by $1.6 million primarily due to lower FICA tax credit in the current quarter versus last year. The effective income tax rate for the three months ended March 31, 2017 and 2016 was 33.7% and 5.2%, respectively, which was also caused by the decrease in FICA tax credit. Beginning in the quarter ended December 31, 2016, the Company began utilizing the effective rate method to calculate income taxes during interim periods instead of the full deferred calculation method.

 

 

Six Months Ended March 31, 2017 Compared to Six Months Ended March 31, 2016

 

The following table summarizes our results of operations for the six months ended March 31, 2017 and 2016 (dollars in thousands):

 

		For the Six Months Ended
		March 31, 2017								March 31, 2016								Increase (Decrease)
		Amount				% of Revenues				Amount				% of Revenues				Amount				%
Revenues
Sales of alcoholic beverages		$	28,610				41.9	%		$	29,178				43.0	%		$	(568	)			-1.9	%
Sales of food and merchandise			8,560				12.5	%			8,943				13.2	%			(383	)			-4.3	%
Service revenues			27,645				40.5	%			25,846				38.1	%			1,799				7.0	%
Other			3,442				5.0	%			3,904				5.8	%			(462	)			-11.8	%
Total revenues			68,257				100.0	%			67,871				100.0	%			386				0.6	%
Operating expenses
Cost of goods sold			9,849				14.4	%			10,411				15.3	%			(562	)			-5.4	%
Salaries and wages			19,369				28.4	%			18,614				27.4	%			755				4.1	%
Selling, general and administrative			21,802				31.9	%			21,461				31.6	%			341				1.6	%
Depreciation and amortization			3,226				4.7	%			3,643				5.4	%			(417	)			-11.4	%
Other charges, net			191				0.3	%			475				0.7	%			(284	)			-59.8	%
Total operating expenses			54,437				79.8	%			54,604				80.5	%			(167	)			-0.3	%
Income from operations			13,820				20.2	%			13,267				19.5	%			553				4.2	%
Other income (expenses)
Interest expense			(3,927	)			-5.8	%			(3,880	)			-5.7	%			(47	)			1.2	%
Interest income			126				0.2	%			5				0.0	%			121				2420.0	%
Income before income taxes			10,019				14.7	%			9,392				13.8	%			627				6.7	%
Income taxes			3,358				4.9	%			1,660				2.4	%			1,698				102.3	%
Net income		$	6,661				9.8	%		$	7,732				11.4	%		$	(1,071	)			-13.9	%

 

Revenues

 

Consolidated revenues for the six months ended March 31, 2017 increased by $386,000, or 0.6%, compared to the comparable period last year due primarily to a 3.2% increase in same-store sales (contributing a 2.9% increase in total revenues), 1.7% increase from new units, 3.3% decrease in closed units, and 0.8% decrease in other revenues. Nightclub same-store sales increased by 2.7% due to strong performances from units in Minneapolis with the return of the Vikings to their new downtown stadium, and from clubs in New York City and parts of Texas. Units that were reformatted or moved also did well. Bombshells same-store sales increased by 6.2% from the four remaining Bombshells locations.

 

Segment contribution to total revenues for the six-month period was as follows (in thousands):

 

		For the Six Months
		Ended March 31,
		2017				2016
Nightclubs		$	59,249			$	57,514
Bombshells			8,670				9,008
Other			338				1,349
		$	68,257			$	67,871

 

 

Revenues for the six months ended March 31, 2016 included revenues from Drink Robust. During the quarter ended September 30, 2016, we sold 31% of Drink Robust, retaining a 20% investment. Because we have no ability to direct the management of the investee company or exert significant influence, the investment is being accounted for at cost beginning on the date of the sale.

 

Operating Expenses

 

Total operating expenses, as a percent of revenues, decreased to 79.8% from 80.5% from year-ago. Contributors to the net decrease in operating expenses are explained below.

 

Cost of goods sold decreased by 5.4% primarily due to lower unit count. As a percent of total revenues, cost of goods sold decreased to 14.4% from 15.3% mainly due to the increase in revenue mix of higher margin service revenue.

 

Salaries and wages increased by 4.1% mainly due to additional corporate headcount to support franchising and our return to a growth model, and a shift to employee status of certain entertainers, offset partially by a decrease in stock-based compensation. As a percent of total revenues, salaries and wages increased to 28.4% from 27.4% primarily due to additional corporate headcount to prepare for future growth and the shift to employee status of certain entertainers.

 

Selling, general and administrative expenses increased by 1.6% primarily due to increases in advertising and marketing, and professional fees, partially offset by decreases in rent, supplies and utilities expenses. As a percent of total revenues, selling, general and administrative expenses increased to 31.9% from 31.6% mainly due to increases in advertising and marketing and professional fees, partially offset by a decrease in rent.

 

Depreciation and amortization decreased by 11.4% due to the decrease in intangible assets subject to amortization caused by the divestiture of Drink Robust and the lower fixed asset depreciable base from closed units.

 

Other charges, net decreased by $284,000 due to lower lawsuit settlement costs and the gain in patron tax settlement in the current year, offset partially by a higher loss in asset disposal in the current year.

 

Income from Operations

 

For the six months ended March 31, 2017 and 2016, our operating margin was 20.2% and 19.5%, respectively. The main drivers for the increase in operating margin are increase in higher margin service revenue and sales leverage from fixed costs, partially offset by increase in salaries due to additional corporate headcount in the current year to prepare for future growth.

 

Segment contribution to income from operations for the six-month period is presented in the table below (in thousands):

 

		For the Six Months
		Ended March 31,
		2017				2016
Nightclubs		$	19,714			$	18,195
Bombshells			1,439				1,245
Other			(563	)			(1,504	)
General corporate			(6,770	)			(4,669	)
		$	13,820			$	13,267

 

Operating margin for the Nightclubs segment was 33.3% and 31.6% for the six months ended March 31, 2017 and 2016, respectively, while operating margin for Bombshells was 16.6% and 13.8%, respectively. The increase in Nightclubs operating margin was mainly due to the increase in higher margin service revenue and margin improvement caused by two sold and three re-concepted clubs. The increase in Bombshells operating margin was primarily caused by the closing of the underperforming unit in Webster, Texas. Excluding the impact of settlement of lawsuits, gain on settlement of patron tax and loss on sale of assets, Nightclubs non-GAAP operating margin would have been 33.4% and 32.7% for the six months ended March 31, 2017 and 2016, respectively. Excluding the impact of loss on disposal of assets, Bombshells non-GAAP operating margin would have been 16.8% and 13.8% for the six months ended March 31, 2017 and 2016, respectively.

 

 

Non-Operating Items

 

Interest expense increased by $47,000 due mainly from debt prepayment penalty, offset partially by lower regular interest due to lower average debt balance. Interest income increased by $121,000 due to higher average cash balance and new notes receivable.

 

Income Tax Expense

 

Income tax expense increased by $1.7 million primarily due to lower FICA tax credit in the current year versus last year. The effective income tax rate for the six months ended March 31, 2017 and 2016 was 33.5% and 17.7%, respectively, which was also mainly caused by the decrease in FICA tax credit. Beginning in the quarter ended December 31, 2016, the Company began utilizing the effective rate method to calculate income taxes during interim periods instead of the full deferred calculation method.

 

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) items that management believes are not representative of the ongoing business operations of the Company, but are included (or excluded) in 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 exclude from non-GAAP operating income and non-GAAP operating margin amortization of intangibles, gains or losses on sale of assets, stock-based compensation, gain on patron tax settlement, and settlement of lawsuits and other one-time costs. 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 exclude from non-GAAP net income and non-GAAP net income per diluted share amortization of intangibles, income tax expense, gains or losses on sale of assets, stock-based compensation, gain on patron tax settlement, and settlement of lawsuits and other one-time costs, and include the non-GAAP provision for current and deferred income taxes, calculated as the tax effect at 33% and 35% year-to-date effective tax rate of the pre-tax non-GAAP income before taxes for the three and six months ended March 31, 2017 and 2016, respectively, because we believe that excluding and including such items help management and investors better understand our operating activities.

 

Adjusted EBITDA. We exclude from adjusted EBITDA depreciation expense, amortization of intangibles, income tax expense, interest expense, interest income, gains or losses on sale of assets, gain on patron tax settlement, and settlement of lawsuits and other one-time costs because we believe that adjusting for such items helps management and investors better understand 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. See “Liquidity and Capital Resources” section for further discussion.

 

 

The following tables present our non-GAAP performance measures for the three and six months ended March 31, 2017 and 2016 (in thousands, except per share amounts and percentages):

 

		For the Three Months								For the Six Months
		Ended March 31,								Ended March 31,
		2017				2016				2017				2016
Reconciliation of GAAP net income to Adjusted EBITDA
Net income attributable to RCIHH common shareholders		$	3,759			$	5,505			$	6,657			$	8,057
Income tax expense			1,908				293				3,358				1,660
Interest expense and income			1,823				1,964				3,801				3,875
Settlement of lawsuits and other one-time costs			8				62				81				602
Gain on settlement of patron tax			(102	)			-				(102	)			-
Loss (gain) on sale of assets			223				(127	)			212				(127	)
Depreciation and amortization			1,608				1,826				3,226				3,643
Adjusted EBITDA		$	9,227			$	9,523			$	17,233			$	17,710
Reconciliation of GAAP net income to
non-GAAP net income
Net income attributable to RCIHH common shareholders		$	3,759			$	5,505			$	6,657			$	8,057
Amortization of intangibles			40				197				86				399
Stock-based compensation			-				120				-				240
Settlement of lawsuits and other one-time costs			8				62				81				602
Gain on settlement of patron tax			(102	)			-				(102	)			-
Income tax expense			1,908				293				3,358				1,660
Loss (gain) on sale of assets			223				(127	)			212				(127	)
Non-GAAP provision for income taxes
Current			(1,946	)			(1,129	)			(3,401	)			(2,011	)
Deferred			20				(991	)			5				(1,740	)
Non-GAAP net income		$	3,910			$	3,930			$	6,896			$	7,080
Reconciliation of GAAP diluted earnings per share to non-GAAP diluted earnings per share
Fully diluted shares			9,721				10,215				9,768				10,356
Diluted EPS attributable to RCIHH common shareholders		$	0.39			$	0.54			$	0.68			$	0.79
Amortization of intangibles			0.00				0.02				0.01				0.04
Stock-based compensation			-				0.01				-				0.02
Settlement of lawsuits and other one-time costs			0.00				0.01				0.01				0.06
Gain on settlement of patron tax			(0.01	)			-				(0.01	)			-
Income tax expense			0.20				0.03				0.34				0.16
Loss (gain) on sale of assets			0.02				(0.01	)			0.02				(0.01	)
Non-GAAP provision for income taxes
Current			(0.20	)			(0.11	)			(0.35	)			(0.19	)
Deferred			0.00				(0.10	)			0.00				(0.17	)
Non-GAAP diluted EPS		$	0.41			$	0.39			$	0.70			$	0.70
Reconciliation of GAAP operating income to non-GAAP operating income
Income from operations		$	7,487			$	7,550			$	13,820			$	13,267
Amortization of intangibles			40				197				86				399
Stock-based compensation			-				120				-				240
Settlement of lawsuits and other one-time costs			8				62				81				602
Gain on settlement of patron tax			(102	)			-				(102	)			-
Loss (gain) on sale of assets			223				(127	)			212				(127	)
Non-GAAP operating income		$	7,656			$	7,802			$	14,097			$	14,381
Reconciliation of GAAP operating margin to non-GAAP operating margin
GAAP operating income			21.7	%			22.0	%			20.2	%			19.5	%
Amortization of intangibles			0.1	%			0.6	%			0.1	%			0.6	%
Stock-based compensation			0.0	%			0.3	%			0.0	%			0.4	%
Settlement of lawsuits and other one-time costs			0.0	%			0.2	%			0.1	%			0.9	%
Gain on settlement of patron tax			-0.3	%			0.0	%			-0.1	%			0.0	%
Loss (gain) on sale of assets			0.6	%			-0.4	%			0.3	%			-0.2	%
Non-GAAP operating margin			22.2	%			22.7	%			20.7	%			21.2	%

 

* Per share amounts and percentages may not foot due to rounding.

 

 

The adjustments to reconcile net income attributable to RCIHH common shareholders to non-GAAP net income exclude the impact of adjustments related to noncontrolling interests, which is immaterial. In the calculation of non-GAAP diluted net income per share, we take into consideration the adjustment to net income from the assumed conversion of debentures (see Note 7 to the condensed consolidated financial statements).

 

Liquidity and Capital Resources

 

At March 31, 2017, our cash and cash equivalents were $13.2 million compared to $11.3 million at September 30, 2016. Because of the large volume of cash we handle, we have very stringent cash controls. As of March 31, 2017, we had negative working capital of $3.8 million compared to negative working capital of $2.7 million as of September 30, 2016, excluding assets held for sale amounting to $5.5 million and $7.7 million, respectively. We believe our ability to generate cash from operating activities is one of our fundamental financial strengths. Our net cash provided by operating activities was $11.0 million during the six months ended March 31, 2017 compared to $11.1 million during the six months ended March 31, 2016. The near-term outlook for our business remains strong, and we expect to generate substantial cash flows from operations for the remainder of fiscal 2017. As a result of our expected cash flows from operations, we have significant flexibility to meet our financial commitments.

 

We prefer not to raise capital through the issuance of common stock. Instead, we use debt financing, which may include convertible debt, to lower our overall cost of capital and increase our return on shareholders' equity. We have a history of borrowing funds in private transactions and from sellers in acquisition transactions and continue to have the ability to borrow funds at reasonable interest rates in that manner. We also have historically utilized cash flows from operations to invest in property and equipment and adult nightclubs.

 

The following table presents a summary of our cash flows from operating, investing, and financing activities (in thousands):

 

		For the Six Months Ended March 31,
		2017				2016
Operating activities		$	11,030			$	11,112
Investing activities			(3,578	)			(12,933	)
Financing activities			(5,580	)			2,856
Net increase in cash and cash equivalents		$	1,872			$	1,035

 

 

Cash Flows from Operating Activities

 

Following are our summarized cash flows from operating activities (in thousands):

 

		For the Six Months Ended March 31,
		2017				2016
Net income		$	6,661			$	7,732
Depreciation and amortization			3,226				3,643
Deferred taxes			-				786
Stock-based compensation expense			-				240
Change in operating assets and liabilities			618				(731	)
Other			525				(558	)
Net cash provided by operating activities		$	11,030			$	11,112

 

Cash Flows from Investing Activities

 

Following are our cash flows from investing activities (in thousands):

 

		For the Six Months Ended March 31,
		2017				2016
Additions to property and equipment		$	(5,680	)		$	(13,561	)
Proceeds from sale of property			2,047				-
Proceeds from sale of marketable securities			-				628
Proceeds from notes receivable			55				-
Net cash used in investing activities		$	(3,578	)		$	(12,933	)

 

Following is a breakdown of our additions to property and equipment for the six months ended March 31, 2017 and 2016 (in thousands):

 

		For the Six Months Ended March 31,
		2017				2016
Acquisition of real estate		$	-			$	12,505
New facilities capital expenditures			4,629				220
Maintenance capital expenditures			1,051				836
Total capital expenditures		$	5,680			$	13,561

 

The capital expenditures during the six months ended March 31, 2017 are composed primarily of construction and development costs for three new locations and our new corporate office, while the capital expenditures during the six months ended March 31, 2016 are composed primarily of development costs of one new location and our new corporate office.

 

Cash Flows from Financing Activities

 

Following are our cash flows from financing activities (in thousands):

 

		For the Six Months Ended March 31,
		2017				2016
Proceeds from long-term debt		$	2,564			$	15,517
Payments on long-term debt			(6,179	)			(7,553	)
Purchase of treasury stock			(1,099	)			(4,704	)
Payment of loan origination costs			(99	)			-
Payment of dividends			(584	)			(296	)
Debt prepayment penalty			(75	)			-
Distribution to noncontrolling interests			(108	)			(108	)
Net cash provided by (used in) financing activities		$	(5,580	)		$	2,856

 

 

During the six months ended March 31, 2017, we purchased and retired 89,685 shares of the Company’s common stock at an average price of $12.25 per share, while during the six months ended March 31, 2016, we purchased and retired 500,902 shares of the Company’s common stock at an average price of $9.39 per share. We started paying $0.03 per share quarterly dividend during the second quarter of fiscal 2016.

 

On May 1, 2017, the Company raised $5.4 million through the issuance of 12% unsecured promissory notes to certain investors, which notes mature on May 1, 2020. The notes pay interest-only in equal monthly installments, with a lump sum principal payment at maturity.

 

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

 

		For the Six Months
		Ended March 31,
		2017				2016
Net cash provided by operating activities		$	11,030			$	11,112
Less: Maintenance capital expenditures			1,051				836
Free cash flow		$	9,979			$	10,276

 

We are not aware of any event or trend that would potentially affect our liquidity. In the event such a trend develops, we believe our working capital and capital expenditure requirements will be adequately met by cash flows from operations. 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 down turns. 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 for the six months ended March 31:

 

						Increase								Increase
		2017				(Decrease)				2016				(Decrease)				2015
Sales of alcoholic beverages		$	28,610				-1.9	%		$	29,178				3.0	%		$	28,315
Sales of food and merchandise			8,560				-4.3	%			8,943				-7.5	%			9,671
Service revenues			27,645				7.0	%			25,846				-5.6	%			27,375
Other			3,442				-11.8	%			3,904				1.9	%			3,832
Total revenues			68,257				0.6	%			67,871				-1.9	%			69,193
Net cash provided by operating activities		$	11,030				-0.7	%		$	11,112				-15.3	%		$	13,119
Adjusted EBITDA		$	17,233				-2.7	%		$	17,710				-8.3	%		$	19,307
Long-term debt (at period end)		$	102,300				0.6	%		$	101,713				42.6	%		$	71,347

 

* See definition of Adjusted EBITDA above under Results of Operations.

 

Share Repurchase

 

During the six months ended March 31, 2017, we bought back 89,685 shares in the open market or through privately negotiated transactions at prices ranging from $11.24 to $13.87. During the six months ended March 31, 2016, we bought back 500,902 shares in the open market or through privately negotiated transactions at prices ranging from $8.00 to $9.85. As of March 31, 2017, we have $3.1 million authorized to purchase additional shares.

 

 

Other Liquidity and Capital Resources

 

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.

 

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 for prior years. We have prepared plans that we believe will protect our profitability in the event that sexually oriented business industry is required in all states to convert dancers who are now independent contractors into employees.

 

The sexually oriented business industry is highly competitive with respect to price, service and location, as well as the professionalism of the entertainment. Although management believes that we are well-positioned to compete successfully in the future, there can be no assurance that we will be able to maintain our high level of name recognition and prestige within the marketplace.

 

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 with the strongest operating results occurring during October through March.

 

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: (a) to franchise our Bombshells brand, (b) to open new clubs after market analysis, (c) to acquire existing clubs in locations that are consistent with our growth and income targets and which appear receptive to the upscale club formula we have developed, (d) 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, (e) to develop new club concepts that are consistent with our management and marketing skills, (f) to develop and open our restaurant concepts as our capital and manpower allow, and/or (g) to control the real estate in connection with club operations, although some clubs may be in leased premises.

 

We currently have three Bombshells restaurants in development with two expected to open in the second half of fiscal 2017 and the third in January 2018. In the third quarter of fiscal 2017, we opened a second Studio 80 in Houston, Texas and a re-concepted club in Dallas.

 

Subsequent to the end of the second quarter 2017, on April 26, 2017, subsidiaries of the Company acquired the assets of the Hollywood Showclub in the Greater St. Louis area, as well as the club’s building and land, adjacent land, and a nearby building and land that can be used for another gentlemen’s club. The total purchase price for all the acquired assets and real properties was $4.2 million, paid in cash at closing. The Company plans to apply for mortgage financing for the acquired properties. Also, on May 8, 2017, a subsidiary of the Company acquired the company that owns Scarlett’s Cabaret Miami in Pembroke Park, Florida along with certain related intellectual property for total consideration of $25.952 million, payable $5.4 million at closing, $5.0 million after six months through a short-term 5% note, and $15.552 million through a 12-year amortizing 8% note.

 

 

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 obtain additional debt or issuance of 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 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As of March 31, 2017, there were no material changes to the information provided in Item 7A of the Company’s Annual Report on Form 10-K for fiscal year ended September 30, 2016.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of the Company’s senior management, including the Company’s chief executive officer and chief financial officer, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework (2013).” Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded as of March 31, 2017 that the Company’s disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in the Company’s Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including the Company’s chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

See the “Legal Matters” section within Note 9 of the condensed consolidated financial statements within this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

 

Item 1A. Risk Factors.

 

There were no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016. The risks described in the Annual Report on Form 10-K are not the only risks the Company faces. Additional risks and uncertainties not currently known to the Company, or that the Company deems to be immaterial, also may have a material adverse impact on the Company’s business, financial condition or results of operations.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

In September 2008, our Board of Directors authorized us to repurchase up to $5.0 million worth of our common stock in the open market or in privately negotiated transactions. As of April 2013, we completed the repurchase of all $5.0 million in stock authorized under this plan. In April 2013, our Board of Directors authorized us to repurchase up to an additional $3.0 million worth of our common stock, and in May 2014, our Board of Directors increased the repurchase authorization by another $7.0 million. In May 2016, the Board of Directors increased the repurchase authorization by an additional $5.0 million. During the six months ended March 31, 2017, we purchased 89,685 shares of common stock in the open market and private transactions at prices ranging from $11.24 to $13.87. As of March 31, 2017, we have $3.1 million remaining to purchase additional shares.

 

We did not repurchase shares of the Company’s common stock during the three months ended March 31, 2017.

 

Item 6. Exhibits.

 

Exhibit No.		Description
3.1		Articles of Incorporation dated December 9, 1994. (Incorporated by reference from Form SB-2 filed with the SEC on January 11, 1995.) *
3.2		Certificate of Amendment to Articles of Incorporation dated September 9, 2008. (Incorporated by reference from Definitive Schedule 14A filed with the SEC on July 21, 2008.) *
3.3		Certificate of Amendment to Articles of Incorporation dated August 6, 2014. (Incorporated by reference from Definitive Schedule 14A filed with the SEC on June 24, 2014.) *
3.4		Amended and Restated Bylaws. (Incorporated by reference from Form 8-K filed with the SEC on March 16, 2016.) *
10.1		Employment Agreement with Eric S. Langan. (Incorporated by reference from Form 8-K filed with the SEC on July 27, 2015.) *
10.2		Employment Agreement with Travis Reese. (Incorporated by reference from Form 8-K filed with the SEC on September 19, 2014.) *
10.3		Employment Agreement with Phillip K. Marshall. (Incorporated by reference from Form 8-K filed with the SEC on August 5, 2016.) *
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		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 Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

 

* Incorporated by reference from our previous filings with the SEC.

 

 

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: May 9, 2017	By:	/s/ Eric S. Langan
		Eric S. Langan
		Chief Executive Officer and President

 

Date: May 9, 2017	By:	/s/ Phillip K. Marshall
		Phillip K. Marshall
		Chief Financial Officer and Principal Accounting Officer