Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'RICK | ' |
Entity Common Stock, Shares Outstanding | ' | 10,138,777 |
Entity Registrant Name | 'RCI HOSPITALITY HOLDINGS, INC. | ' |
Entity Central Index Key | '0000935419 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $11,102 | $10,638 |
Accounts receivable: | ' | ' |
Trade, net | 1,501 | 1,382 |
Other, net | 741 | 328 |
Marketable securities | 586 | 555 |
Inventories | 1,797 | 1,472 |
Assets held for sale | 3,177 | 0 |
Deferred tax asset | 5,325 | 4,618 |
Prepaid expenses and other current assets | 2,895 | 1,668 |
Total current assets | 27,124 | 20,661 |
Property and equipment, net | 112,697 | 98,629 |
Other assets: | ' | ' |
Goodwill | 43,987 | 43,987 |
Other indefinite lived intangibles | 55,231 | 54,966 |
Definite lived intangibles | 811 | 1,065 |
Other | 3,859 | 3,792 |
Total other assets | 103,888 | 103,810 |
Total assets | 243,709 | 223,100 |
Current liabilities: | ' | ' |
Accounts payable | 1,485 | 1,816 |
Accrued liabilities | 7,358 | 5,232 |
Texas patron tax liability | 15,405 | 13,035 |
Current portion of long-term debt | 13,079 | 8,830 |
Total current liabilities | 37,327 | 28,913 |
Deferred tax liability | 26,884 | 26,354 |
Other long-term liabilities | 1,034 | 956 |
Long-term debt | 69,304 | 69,762 |
Total liabilities | 134,549 | 125,985 |
Commitments and contingencies | ' | ' |
PERMANENT STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, $.10 par, 1,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $.01 par, 20,000 shares authorized; 10,085 and 9,504 shares issued and outstanding, respectively | 101 | 95 |
Additional paid-in capital | 66,907 | 61,506 |
Accumulated other comprehensive loss | 81 | 50 |
Retained earnings | 38,946 | 32,130 |
Total RCIH’s permanent stockholders’ equity | 106,035 | 93,781 |
Noncontrolling interests | 3,125 | 3,334 |
Total permanent stockholders’ equity | 109,160 | 97,115 |
Total liabilities and stockholders’ equity | $243,709 | $223,100 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Preferred stock, par value (in dollars per share) | $0.10 | $0.10 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 20,000 | 20,000 |
Common stock, shares issued | 10,085 | 9,504 |
Common stock, shares outstanding | 10,085 | 9,504 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Sales of alcoholic beverages | $13,626 | $11,105 | $38,300 | $32,554 |
Sales of food and merchandise | 4,076 | 3,288 | 11,478 | 8,744 |
Service revenues | 14,035 | 12,382 | 41,112 | 38,089 |
Other | 1,606 | 1,533 | 4,746 | 4,790 |
Total revenues | 33,343 | 28,308 | 95,636 | 84,177 |
Operating expenses: | ' | ' | ' | ' |
Cost of goods sold | 4,295 | 3,680 | 12,083 | 10,561 |
Salaries and wages | 7,219 | 6,413 | 20,650 | 18,600 |
Stock compensation | 2 | 282 | 156 | 845 |
Other general and administrative: | ' | ' | ' | ' |
Taxes and permits | 5,150 | 4,302 | 14,707 | 13,069 |
Charge card fees | 479 | 409 | 1,356 | 1,126 |
Rent | 1,315 | 846 | 3,699 | 2,199 |
Legal and professional | 1,206 | 797 | 2,420 | 2,454 |
Advertising and marketing | 1,420 | 1,187 | 4,111 | 3,452 |
Insurance | 1,014 | 573 | 2,785 | 1,642 |
Utilities | 650 | 523 | 1,891 | 1,564 |
Depreciation and amortization | 1,532 | 1,341 | 4,438 | 3,987 |
Loss on sale of property | 334 | 0 | 248 | 0 |
Settlement of lawsuits and other one-time costs | 3,233 | 160 | 3,503 | 160 |
Other | 2,602 | 2,335 | 7,624 | 6,973 |
Total operating expenses | 30,451 | 22,848 | 79,671 | 66,632 |
Operating income | 2,892 | 5,460 | 15,965 | 17,545 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 0 | -2 | 112 | 6 |
Interest expense | -2,060 | -1,868 | -5,996 | -5,274 |
Gain on change in fair value of derivative instruments | 0 | 1 | 0 | 2 |
Income before income taxes | 832 | 3,591 | 10,081 | 12,279 |
Income taxes | 203 | 1,343 | 3,448 | 4,533 |
Net income | 629 | 2,248 | 6,633 | 7,746 |
Less: net (income) loss attributable to noncontrolling interests | 62 | -53 | 183 | -159 |
Net income attributable to RCI Hospitality Holdings, Inc. | $691 | $2,195 | $6,816 | $7,587 |
Basic earnings per share attributable to RCIH’s shareholders: | ' | ' | ' | ' |
Net income (in dollars per share) | $0.07 | $0.23 | $0.70 | $0.80 |
Diluted earnings per share attributable to RCIH’s shareholders: | ' | ' | ' | ' |
Net income (in dollars per share) | $0.07 | $0.23 | $0.69 | $0.79 |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 9,883 | 9,479 | 9,695 | 9,523 |
Diluted (in shares) | 9,968 | 9,647 | 9,922 | 9,871 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net income | $629 | $2,248 | $6,633 | $7,746 |
Other comprehensive income: | ' | ' | ' | ' |
Unrealized holding gain (loss) on securities available for sale | 13 | -10 | 31 | -13 |
Comprehensive income | 642 | 2,238 | 6,664 | 7,733 |
Less: net (income) loss attributable to noncontrolling interests | 62 | -53 | 183 | -159 |
Comprehensive income to common stockholders | $704 | $2,185 | $6,847 | $7,574 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $6,633 | $7,746 |
Adjustments to reconcile net income to cash provided by operating activities: | ' | ' |
Depreciation and amortization | 4,438 | 3,988 |
Deferred taxes | 225 | -103 |
Amortization of note discount | 65 | 143 |
Gain on change in fair value of derivative instruments | 0 | -2 |
Deferred rents | -17 | -42 |
Stock compensation expense | 156 | 845 |
Loss on sale of assets | 248 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -532 | -319 |
Inventories | -324 | -208 |
Prepaid expenses and other assets | -1,286 | -3,496 |
Accounts payable and accrued liabilities | 4,192 | 5,593 |
Cash provided by operating activities | 13,798 | 14,145 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Additions to property and equipment | -11,822 | -5,497 |
Proceeds from sale of marketable securities | 0 | 500 |
Proceeds from sale of assets | 223 | 0 |
Acquisition of development rights in New York building | -5,325 | 0 |
Acquisition of businesses, net of cash acquired | -500 | -3,645 |
Net cash used by investing activities | -17,424 | -8,642 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Purchase of put options and payments on derivative instrument | 0 | -139 |
Payments on long-term debt | -5,899 | -7,219 |
Proceeds from long-term debt | 7,025 | 7,000 |
Exercise of stock options | 3,126 | 0 |
Purchase of treasury stock | 0 | -1,478 |
Distribution to minority interests | -162 | -162 |
Cash provided by (used in) financing activities | 4,090 | -1,998 |
NET INCREASE IN CASH | 464 | 3,505 |
CASH AT BEGINNING OF PERIOD | 10,638 | 5,523 |
CASH AT END OF PERIOD | 11,102 | 9,028 |
CASH PAID DURING PERIOD FOR: | ' | ' |
Interest | 5,618 | 4,753 |
Income taxes | $2,553 | $3,389 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS NON CASH TRANSACTIONS (USD $) | 9 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Debt incurred with seller in connection with acquiring businesses and real estate | $4,900,000 | $13,600,000 |
Issue of shares of common stock for debt and interest Value of shares | 2,100,000 | ' |
Issue of shares of common stock for debt and interest Number of shares | 211,443 | ' |
Purchase and retirement of treasury shares: Number of shares | ' | 176,255 |
Purchase and retirement of treasury shares: Cost of shares | ' | 1,478,482 |
Warrants Issued During Period Value Issued For Debt | ' | $38,256 |
BASIS_OF_PRESENTATION_AND_NAME
BASIS OF PRESENTATION AND NAME CHANGE | 9 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. BASIS OF PRESENTATION AND NAME CHANGE | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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, 2013 included in the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those 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 nine months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014. | |
At the Company’s Annual Meeting of Stockholders on August 6, 2014, stockholders approved changing its name to RCI Hospitality Holdings, Inc . (“RCIH”). | |
RECENT_ACCOUNTING_STANDARDS_AN
RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS | 9 Months Ended |
Jun. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ' |
2. RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS | |
The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company has adopted this guidance beginning with the quarter ended March 31, 2014. | |
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No, 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact of adopting the guidance on our financial statements. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Significant Accounting Policies [Text Block] | ' | |||||||||||||
3. SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Following are certain remarkable accounting principles and disclosures. | ||||||||||||||
Marketable Securities | ||||||||||||||
Marketable securities at June 30, 2014 consist of bond funds. ASC 320, Investments in Debt and Equity Securities, requires certain investments be recorded at fair value or amortized cost. The appropriate classification of the investments in marketable equity is determined at the time of purchase and re-evaluated at each balance sheet date. As of June 30, 2014, the Company’s marketable securities were classified as available-for-sale, which are carried at fair value, with unrealized gains and losses reported as other comprehensive income within the stockholders’ equity section of the accompanying consolidated balance sheets. The cost of marketable securities sold is determined on a specific identification basis. The fair value of marketable securities is based on quoted market prices based on Level 1 inputs — quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||||
There have been no realized gains or losses related to marketable securities for the nine month periods ended June 30, 2014 or 2013. Marketable securities held at June 30, 2014 have a cost basis of approximately $505,000. | ||||||||||||||
Fair Value Accounting | ||||||||||||||
ASC 820 clarifies the definition of fair value, describes methods used to appropriately measure fair value, and expands fair value disclosure requirements, but does not change existing guidance as to whether or not an instrument is carried at fair value. | ||||||||||||||
US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||||||
· | Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||||
· | Level 2 – Include other inputs that are directly or indirectly observable in the marketplace. | |||||||||||||
· | Level 3 – Unobservable inputs which are supported by little or no market activity. | |||||||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||
The Company classifies its marketable securities as available-for-sale, which are reported at fair value. Unrealized gains and losses, net of the related income tax effect, if any, on available-for-sale securities are included in comprehensive income and are reported as accumulated other comprehensive income in stockholders’ equity. Realized gains and losses from securities classified as available for-sale are included in income. The Company measures the fair value of its marketable securities based on quoted prices for identical securities in active markets, or Level 1 inputs. As of June 30, 2014, available-for-sale securities consisted of the following: | ||||||||||||||
Gross | ||||||||||||||
(in thousands) | Cost | Unrealized | Fair | |||||||||||
Available for Sale | Basis | Gains | Value | |||||||||||
Tax-Advantaged Bond Fund | $ | 505 | $ | 81 | $ | 586 | ||||||||
In accordance with ASC Topic 320, Investments — Debt and Equity Securities , the Company reviews its marketable securities to determine whether a decline in fair value of a security below the cost basis is other than temporary. Should the decline be considered other than temporary, the Company writes down the cost basis of the security and include the loss in current earnings as opposed to an unrealized loss in comprehensive income.No losses for other than temporary impairments in the Company’s marketable securities portfolio were recognized during the quarter ended June 30, 2014. | ||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||
(in thousands) | Carrying | |||||||||||||
June 30, 2014 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 586 | $ | 586 | $ | - | $ | - | ||||||
(in thousands) | Carrying | |||||||||||||
September 30, 2013 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 555 | $ | 555 | $ | - | $ | - | ||||||
Discontinued Operations | ||||||||||||||
In prior consolidated financial statements, the Company has disclosed certain discontinued operations – nightclubs that the Company has closed or sold. Those discontinued operations have now become immaterial; therefore, the Company has eliminated the disclosure in the accompanying consolidated financial statements. | ||||||||||||||
Reclassifications | ||||||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | ||||||||||||||
STOCK_OPTIONS_AND_STOCKBASED_E
STOCK OPTIONS AND STOCK-BASED EMPLOYEE COMPENSATION | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||||||||
4. STOCK OPTIONS AND STOCK-BASED EMPLOYEE COMPENSATION | ||||||||||||||
Employee and Director Stock Option Plans | ||||||||||||||
In 1995, the Company adopted the 1995 Stock Option Plan (the “1995 Plan”) for employees and directors. In August 1999, the Company adopted the 1999 Stock Option Plan (the “1999 Plan”) and in 2010, the Company’s Board of Directors approved the 2010 Stock Option Plan (the “2010 Plan”) (collectively, “the Plans”). The 2010 Plan was approved by the shareholders of the Company at the 2011 Annual Meeting of Shareholders. The options granted under the Plans may be either incentive stock options, or non-qualified options. The Plans are administered by the Board of Directors or by a compensation committee of the Board of Directors. The Board of Directors has the exclusive power to select individuals to receive grants, to establish the terms of the options granted to each participant, provided that all options granted shall be granted at an exercise price equal to at least 85% of the fair market value of the common stock covered by the option on the grant date and to make all determinations necessary or advisable under the Plans. | ||||||||||||||
The compensation costs recognized for the three months ended June 30, 2014 and 2013 were $2,922 and $281,745, respectively, and were $156,449 and $845,325 for the nine months then ended, respectively. There were 269,665 and 369,665 stock option exercises aggregating $2.3 million and $3.1 million, respectively, during the three and nine months ended June 30, 2014. There were no stock option exercises for the three and nine months ended June 30, 2013. There were no stock option grants for the three and nine months ended June 30, 2014. | ||||||||||||||
Stock Option Activity | ||||||||||||||
The following is a summary of all stock option transactions for the nine months ended June 30, 2014: | ||||||||||||||
(in thousands, except for per share | Shares | Weighted | Weighted | Aggregate | ||||||||||
and year information) | Average | Average | Intrinsic | |||||||||||
Exercise Price | Remaining | Value | ||||||||||||
Contractual | ||||||||||||||
Term | ||||||||||||||
(years) | ||||||||||||||
Outstanding as of September 30, 2013 | 765 | $ | 8.41 | |||||||||||
Granted | - | - | ||||||||||||
Cancelled or expired | -22 | 8.54 | ||||||||||||
Exercised | -370 | 8.45 | ||||||||||||
Outstanding as of June 30, 2014 | 373 | $ | 8.36 | 0.16 | $ | 690 | ||||||||
Options exercisable as of June 30, 2014 | 373 | $ | 8.36 | 0.16 | $ | 690 | ||||||||
The 362,835 options exercisable as of June 30, 2014 expired on July 2, 2014. | ||||||||||||||
GOODWILL_AND_OTHER_INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||
5. GOODWILL AND OTHER INTANGIBLES | ||||||||||||||
Following are the changes in the carrying amounts of goodwill and licenses for the nine months ended June 30, 2014 and 2013: | ||||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||||
Licenses | Goodwill | Licenses | Goodwill | |||||||||||
Beginning balance | $ | 54,966 | $ | 43,987 | $ | 50,608 | $ | 43,421 | ||||||
Intangibles acquired | - | - | 4,358 | 997 | ||||||||||
Other | 265 | - | - | -431 | ||||||||||
Ending balance | $ | 55,231 | $ | 43,987 | $ | 54,966 | $ | 43,987 | ||||||
LONGTERM_DEBT
LONG-TERM DEBT | 9 Months Ended | |||
Jun. 30, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Long-term Debt [Text Block] | ' | |||
6 | LONG-TERM DEBT | |||
On October 15, 2013, the Company sold to certain investors (i) 9% Convertible Debentures with an aggregate principal amount of $4,525,000 (the “Debentures”), under the terms and conditions set forth in the Debentures, and (ii) warrants to purchase a total of 72,400 shares of the Company’s common stock (the “Warrants”), under the terms and conditions set forth in the Warrants. Each of the Debentures has a term of three years, is convertible into shares of our common stock at a conversion price of $12.50 per share (subject to adjustment), and has an annual interest rate of 9%, with one initial payment of interest only due April 15, 2014. Thereafter, the principal amount is payable in 10 equal quarterly principal payments, which amounts to a total of $452,500, plus accrued and unpaid interest. Six months after the issue date of the Debentures, we have the right to redeem the Debentures if the Company’s common stock has a closing price of $16.25 (subject to adjustment) for 20 consecutive trading days. The Warrants have an exercise price of $12.50 per share (subject to adjustment) and expire on October 15, 2016. In the event there is an effective registration statement registering the shares of common stock underlying the Warrants, we have the right to require exercise of the Warrants if our common stock has a closing price of $16.25 (subject to adjustment) for 20 consecutive trading days. The Company sold the Debentures and Warrants to the investors in a private transaction and received consideration of $4,525,000. An adviser to the Company received compensation in the amount of $271,500 in connection with advising the Company regarding the sale of the Debentures and Warrants. | ||||
The fair value of the warrants was estimated to be $105,318 in accordance with FASB ASC 820, Fair Value Measurements, using a Black-Scholes option-pricing model using the following weighted average assumptions: | ||||
Volatility | 28.4 | % | ||
Expected life | 1.5 years | |||
Expected dividend yield | - | |||
Risk free rate | 0.33 | % | ||
The cost of the warrants has been recognized as a discount on the related debt and was amortized over the life of the debt. | ||||
In October 2013 the Company borrowed $ 2.5 million from an individual. The note is collateralized by a second lien on the Company’s Miami nightclub, bears interest at 13% and interest only is payable monthly until the principal matures in 36 months. | ||||
In December 2013 the Company purchased an aircraft for $4.3 million which was partially financed by a $3.6 million note to a bank. The note is payable $40,654 monthly, including interest at 7.45% until February 2017 when the entire principal balance becomes due. | ||||
In May 2014, the Company acquired certain real estate in Houston, Texas for the purpose of constructing a corporate headquarters building. The cost of the land was $707,000 and was partially financed with a $531,000 note, payable $18,151 per quarter until May 2019, including interest at 6.5%. | ||||
In October 2013, the Company acquired certain real estate in Beaumont, Texas. The cost of the property was $850,000 and was partially financed with a $700,000 note, payable $10,565 per month until October 2020. This property is now under contract for sale and is a portion of the assets held for sale in the accompanying consolidated balance sheet. | ||||
COMMON_STOCK
COMMON STOCK | 9 Months Ended | |
Jun. 30, 2014 | ||
Equity [Abstract] | ' | |
Common Stock [Text Block] | ' | |
7 | COMMON STOCK | |
During the nine months ended June 30, 2013, the Company purchased and retired 176,255 common treasury shares. The cost of these shares was $1,478,482. These shares have been retired. | ||
During the nine months ended June 30, 2014, the Company converted debt principal and interest valued at $2.1 million into 211,443 common shares. | ||
EARNINGS_PER_SHARE_EPS
EARNINGS PER SHARE ("EPS") | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||
Earnings Per Share [Text Block] | ' | |||||||||||||
8 | EARNINGS PER SHARE (“EPS”) | |||||||||||||
The Company computes earnings per share in accordance with FASB ASC 260, Earnings Per Share. ASC 260 provides for the calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings 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 stock warrants and options (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 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 occur if the debentures were converted). | ||||||||||||||
FOR THE QUARTER | FOR THE NINE MONTHS | |||||||||||||
ENDED JUNE 30, | ENDED JUNE 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Basic earnings per share: | ||||||||||||||
Net income attributable to RCIH's shareholders | $ | 691 | $ | 2,195 | $ | 6,816 | $ | 7,587 | ||||||
Average number of common shares outstanding | 9,883 | 9,479 | 9,695 | 9,523 | ||||||||||
Basic earnings per share - net income attributable to RCIH's shareholders | $ | 0.07 | $ | 0.23 | $ | 0.7 | $ | 0.8 | ||||||
Diluted earnings per share: | ||||||||||||||
Net income attributable to RCIH's shareholders | $ | 691 | $ | 2,195 | $ | 6,816 | $ | 7,587 | ||||||
Adustment. to net earnings from assumed conversion of debentures (1) | - | 23 | 60 | 221 | ||||||||||
Adjusted net income attributable to RCIH's shareholders | $ | 691 | $ | 2,218 | $ | 6,876 | $ | 7,808 | ||||||
Average number of common shares outstanding: | ||||||||||||||
Common shares outstanding | 9,883 | 9,479 | 9,695 | 9,523 | ||||||||||
Potential dilutive shares resulting from exercise of warrants and options (2) | 85 | 22 | 96 | 22 | ||||||||||
Potential dilutive shares resulting from conversion of debentures (3) | - | 146 | 131 | 326 | ||||||||||
Total average number of common shares outstanding used for dilution | 9,968 | 9,647 | 9,922 | 9,871 | ||||||||||
Diluted earnings per share - net income attributable to RCIH's shareholders | $ | 0.07 | $ | 0.23 | $ | 0.69 | $ | 0.79 | ||||||
(1) Represents interest expense on dilutive convertible debentures that would not occur if they were assumed converted. | ||||||||||||||
(2) All outstanding warrants and options were considered for the EPS computation. | ||||||||||||||
(3) Convertible debentures (principal and accrued interest) outstanding at June 30, 2014 and 2013 totaling $10.5 million and $5.3 million, respectively, were convertible into common stock at a price of $10.00 to $12.50 per share in 2014 and $10.00 to $10.25 per share in 2013. Potential dilutive shares amounting to $1.5 million and $1.4 million for the three and nine month periods ended June 30, 2014, respectively, have been excluded from earnings per share due to being anti-dilutive. Potential dilutive shares of 375,000 and zero for each of the three and nine month periods ended June 30, 2013, have been excluded from earnings per share due to being anti-dilutive. | ||||||||||||||
* EPS may not foot due to rounding. | ||||||||||||||
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | ||||
Jun. 30, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Business Combination Disclosure [Text Block] | ' | ||||
9. ACQUISITIONS | |||||
Quarter Ended December 31, 2013 | |||||
In October 2013, the Company purchased 49 percent of a corporation that operates the Dallas club “PT’s Platinum” and also acquired the building and personal property. Total cost of the transaction was $500,000. This subsidiary is being consolidated in the Company’s consolidated financial statements, effective as of the date of the purchase. | |||||
The following information summarizes the allocation of fair values assigned to the assets at the purchase date. | |||||
Buildings and land | $ | 350 | |||
Property and equipment | 20 | ||||
SOB license | 265 | ||||
Minority interest | -135 | ||||
Net assets | $ | 500 | |||
2013 | |||||
In connection with the acquisition of the Foster Clubs, as explained in Note M in the Company’s Form 10-K for the year ended September 30, 2012, the Company’s wholly owned subsidiary, Jaguars Holdings, Inc. (“JHI”), entered into a Commercial Contract (the “Real Estate Agreement”), which agreement provided for JHI to purchase the real estate where the Foster Clubs are located. The transactions contemplated by the Real Estate Agreement closed on October 16, 2012. The purchase price of the real estate was $10.1 million (discounted to $9.6 million as explained below) and was paid with $350,000 in cash, $9.1 million in mortgage notes, including the assumption of approximately $4.2 million in notes, and an agreement to make a one-time payment of $650,000 in twelve years that bears no interest. The note bears interest at the rate of 9.5%, is payable in 143 equal monthly installments and is secured by the real estate properties. The Company has recorded a debt discount of $431,252 related to the one-time payment of $650,000. The Company reduced previously recognized goodwill because the purchase of the Foster Clubs operations and the real estate were considered to be one purchase transaction with multiple closings and were included in the same purchase agreement. | |||||
The following information summarizes the allocation of fair values assigned to the assets at the purchase date. | |||||
Buildings and land | $ | 10,066 | |||
Goodwill | -431 | ||||
Net assets | $ | 9,635 | |||
On March 4, 2013, the Company completed the acquisition of a second adult business in midtown Manhattan. The Company then opened a new gentlemen's club at the 61 West 37th Street location, just east of Sixth Avenue. The Company paid $3 million for the business, with $1.5 million paid in cash and the remaining $1.5 million in six percent promissory notes convertible into shares of Company common stock. The notes call for monthly payments of $16,653, including principal and interest, and mature in 120 months. At the option of the noteholders, the principal amount of the notes and the accrued but unpaid interest thereon may be converted into shares of the Company’s common stock at $10.25 per share. The notes are redeemable by the Company at any time if the closing price of its common stock for 20 consecutive trading days is at least $13.47 per share. | |||||
The following information summarizes the allocation of fair values assigned to the assets and liabilities at the purchase date. | |||||
(in thousands) | |||||
Noncompete | $ | 150 | |||
Goodwill | 997 | ||||
SOB licenses | 2,850 | ||||
Deferred taxes | -997 | ||||
Net assets | $ | 3,000 | |||
The Company incurred approximately $34,000 in legal costs associated with the acquisition, which are included in legal and professional expense in the accompanying consolidated statement of income. | |||||
Goodwill in the acquisition represents the offset to the deferred tax liability recorded as a result of the difference in the basis of the net assets for tax and financial purposes. The goodwill is not deductible for income tax purposes. The results of operations of this company are included in the Company’s consolidated results of operations since March 5, 2012. This acquisition was made to further the Company’s growth objective of acquiring nightclubs that will quickly contribute to the Company’s earnings per share. Proforma results of operations have not been provided, as the amounts were not deemed material to the consolidated financial statements. | |||||
On May 29, 2013, our wholly owned subsidiary, RCI Entertainment (Delamo), Inc., completed the acquisition of the remaining 50 % of 1957 Delamo, LLC, which owns a new adult cabaret in Los Angeles County, California. We issued 100,000 restricted shares of our common stock to an individual in consideration for outstanding membership interests of 1957 Delamo, LLC. These shares were valued at $863,000. The Company had previously paid $600,000 in cash for the initial 50 % investment. | |||||
The following information summarizes the allocation of fair values assigned to the assets at the purchase date. (in thousands) | |||||
Furniture and equipment | $ | 200 | |||
SOB licenses | 1,263 | ||||
Net assets | $ | 1,463 | |||
The Company incurred approximately $ 7,000 in legal costs associated with the acquisition, which are included in legal and professional expense in the accompanying consolidated statement of income. | |||||
INCOME_TAXES
INCOME TAXES | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||
Income Tax Disclosure [Text Block] | ' | |||||||||||||
10. INCOME TAXES | ||||||||||||||
Income tax expense on continuing operations for the periods presented differs from the “expected” federal income tax expense computed by applying the U.S. federal statutory rate of 34% to earnings before income taxes for the three months ended December 31, as a result of the following: | ||||||||||||||
For the Three Months | For the Nine Months | |||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Computed expected tax expense | $ | 283 | $ | 1,221 | $ | 3,428 | $ | 4,175 | ||||||
State income taxes | 76 | 72 | 181 | 110 | ||||||||||
Stock option disqualifying dispositions | ||||||||||||||
and other permanent differences | -156 | 50 | -161 | 248 | ||||||||||
Total income tax expense | $ | 203 | $ | 1,343 | $ | 3,448 | $ | 4,533 | ||||||
Included in the Company’s deferred tax liabilities at June 30, 2014 is approximately $17.2 million representing the tax effect of indefinite lived intangible assets from club acquisitions which are not deductible for tax purposes. These deferred tax liabilities will remain in the Company’s balance sheet until the related clubs are sold. | ||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
11. COMMITMENTS AND CONTINGENCIES | |
Legal Matters | |
Beginning January 1, 2008, the Company’s Texas clubs became subject to a new state law requiring each club to collect and pay a $5 surcharge for every club visitor. A lawsuit was filed by the Texas Entertainment Association (“TEA”), an organization to which the Company is a member, alleging the fee amounts to be an unconstitutional tax. On March 28, 2008, a State District Court Judge in Travis County, Texas ruled that the new state law violates the First Amendment to the United States Constitution and is therefore invalid. The judge’s order enjoined the State from collecting or assessing the tax. The State appealed the Court’s ruling. In Texas, when cities or the State give notice of appeal, it supersedes and suspends the judgment, including the injunction. Therefore, the judgment of the District Court cannot be enforced until the appeals are completed. Given the suspension of the judgment, the State gave notice of its right to collect the tax pending the outcome of its appeal but took no affirmative action to enforce that right. On June 5, 2009, the Court of Appeals for the Third District (Austin) affirmed the District Court’s judgment that the Sexually Oriented Business (“S.O.B.”) Fee violated the First Amendment to the U.S. Constitution but on August 26, 2011, the Texas Supreme Court reversed the judgment of the Court of Appeals, ruling that the SOB Fee does not violate the First Amendment to the U.S. Constitution, and remanded the case to the District Court to determine whether the fee violates the Texas Constitution. | |
TEA appealed the Texas Supreme Court's decision to the U.S. Supreme Court (regarding the constitutionality of the fee under the First Amendment of the U.S. Constitution), but the U.S. Supreme Court denied the appeal on January 23, 2012. Subsequently, the case was remanded to the District Court for consideration of the remaining issues raised by TEA. On June 28, 2012, the District Court in Travis County held a hearing on TEA’s Texas Constitutional claims and on July 9, 2012 entered an order finding that the tax was a constitutional Occupations Tax. The Court denied the remainder of TEA’s constitutional claims. TEA appealed the trial court’s ruling to the Third Court of Appeals and on May 9, 2014, the Third Court of Appeals issues a ruling adverse to TEA and in favor of the State. TEA filed a petition for review to the Texas Supreme Court on July 17, 2014, and is awaiting a decision by the court. | |
The Company has not made any payments of these taxes since the first quarter of 2009 and plans not to make any such payments while the case is pending in the courts. However, the Company will continue to accrue and expense the potential tax liability on its financial statements, so any ultimate negative ruling will not have any effect on its consolidated income statement and will only affect the consolidated balance sheet. If the final decision of the courts is ultimately in the Company’s favor, as it believes it will be, then the Company will record a one-time gain of the entire amount previously expensed. | |
Since the inception of the tax, the Company has paid more than $2 million to the State of Texas under protest for all four quarters of 2008 and the first quarter of 2009, expensing it in the consolidated financial statements (except for two locations in Dallas where the taxes have not been paid, but the Company is accruing and expensing the liability). For all subsequent quarters, as a result of the Third Court’s 2009 decision, the Company has accrued the tax, but not paid the State. Accordingly, as of June 30, 2014, the Company has approximately $15.4 million in accrued liabilities for this tax. Patron tax expense amounted to approximately $765,000 and $746,000 for the quarters ended June 30, 2014 and 2013, respectively. The Company’s Texas clubs have filed a separate lawsuit against the State in which the Company raises additional challenges to the statute imposing the fee or tax, demanding repayment of the taxes the Company has paid under this statute. The courts have not yet addressed these additional claims. If the Company is successful in the remaining litigation, the amount the Company has paid under protest should be repaid or applied to any future, constitutional admission tax or other Texas state tax liabilities. | |
The Company’s subsidiary that operated the club in Las Vegas has recently been audited by the Department of Taxation of the State of Nevada for sales and other taxes. The audit period was from the date of opening in September 2008 through July 31, 2010. As a result of the audit, the Department of Taxation contends that the Company’s Las Vegas subsidiary owes approximately $2.1 million, including penalties and interest, for Las Vegas Live Entertainment Taxes. The Company does not believe it was subject to the Live Entertainment Tax, but to avoid further litigation, agreed to settle this contingency during July 2014 for $775,000. This amount has been accrued as a liability and expensed in settlement of lawsuits and other one-time costs in the accompanying consolidated financial statements as of June 30, 2014. | |
The Company and subsidiaries RCI Entertainment (New York), Inc. (“RCI NY”) and Peregrine Enterprises, Inc. (“Peregrine”) have been defendants in a federal court action, pending since March 30, 2009, in the Southern District of New York relating to claims under the Fair Labor Standards Act and New York’s wage and hour laws. While Plaintiffs do not specifically allege the amount of monetary relief sought in their Complaint, Plaintiffs have alleged that they are seeking judgment equal to any unpaid wages, liquidated damages, interest, costs and attorneys’ fees pursuant to the FLSA and New York Labor Law. The Company, RCI NY and Peregrine deny liability in this matter, are vigorously defending the allegations and have asserted counterclaims and affirmative defenses for offset and unjust enrichment. Discovery is now complete and on September 10, 2013, the court ruled on the parties’ motions for summary judgment. The court granted summary judgment in favor of the Plaintiffs on their causes of action for minimum wage and held that entertainers at RCI NY are employees, that Peregrine was an employer of the Plaintiffs and that under federal law, RCI NY’s statutory duty to pay minimum wages was not satisfied by the performance fees Plaintiffs’ received. The court has not yet ruled on whether performance fees can offset minimum wages under New York state law. The court denied the Plaintiffs’ attempt to hold the Company or RCI NY liable as joint employers with Peregrine and the issue of whether the Company and RCI NY are also employers will be determined at a trial. Ultimately, the Company, RCI NY and Peregrine intend to appeal the summary judgment ruling. The Company has moved to decertify the Rule 23 class and the FLSA collective, which motion is presently pending before the court. | |
As previously reported, the Company and its subsidiaries were insured under a liability policy issued by Indemnity Insurance Corporation, RRG (“IIC”) through October 25, 2013. The Company and its subsidiaries changed insurance companies on that date. | |
On November 7, 2013, the Court of Chancery of the State of Delaware entered a Rehabilitation and Injunction Order (“Rehabilitation Order”), which declared IIC impaired, insolvent and in an unsafe condition and placed IIC under the supervision of the Insurance Commissioner of the State of Delaware (“Commissioner”) in her capacity as receiver (“Receiver”). The Rehabilitation Order empowered the Commissioner to rehabilitate IIC through a variety of means, including gathering assets and marshaling those assets as necessary. Further, the order stayed or abated pending lawsuits involving IIC as the insurer until May 6, 2014. | |
On April 10, 2014, the Court of Chancery of the State of Delaware entered a Liquidation and Injunction Order With Bar Date (“Liquidation Order”), which ordered the liquidation of IIC and terminated all insurance policies or contracts of insurance issued by IIC. The Liquidation Order further ordered that all claims against IIC must 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 multiple civil lawsuits pending or threatened against the Company and its subsidiaries; and other potential lawsuits for incidents that occurred before October 25, 2013 could still be filed. The Company has retained counsel to defend against and evaluate these claims and lawsuits. The Company also plans to file the appropriate claims against IIC with the Receiver by 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, the Company has obtained general liability coverage from another insurer, effective October 25, 2013, which will cover any claims arising from actions after that date. | |
Settlement of lawsuits and other one-time costs include a $2 million settlement with a claimant which was unpaid by our general liability insurance carrier. We will be filing a claim with the insurance company’s estate and with the state’s insurance fund for this settlement. | |
ASSETS_HELD_FOR_SALE
ASSETS HELD FOR SALE | 9 Months Ended |
Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ' |
Property, Plant and Equipment Disclosure [Text Block] | ' |
12. ASSETS HELD FOR SALE | |
Assets held for sale represent two items at June 30, 2014: Land and building in Beaumont, Texas and an aircraft. Each of these assets is under contract for sale as of June 30, 2014. These assets are carried at the lower of their carrying value or fair value, less cost to sell. | |
WARRANTS_ISSUED
WARRANTS ISSUED | 9 Months Ended | |||
Jun. 30, 2014 | ||||
Stockholders Equity Note [Abstract] | ' | |||
Stockholders Equity Note Disclosure [Text Block] | ' | |||
13. WARRANTS ISSUED | ||||
In February 2014, the Company issued warrants to acquire 100,000 shares of Company common shares to a financial adviser. The exercise price of the warrants was $11.77, the market price of the shares at the time. The warrants were exercisable immediately and expire in two years. The fair value of the warrants, which was entirely charged to expense upon issuance, was estimated to be $147,683 in accordance with FASB ASC 820, Fair Value Measurements, using a Black-Scholes option-pricing model using the following weighted average assumptions: | ||||
Volatility | 31.5 | % | ||
Expected life | 1.0 years | |||
Expected dividend yield | - | |||
Risk free rate | 0.12 | % | ||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Marketable Securities, Policy [Policy Text Block] | ' | |||||||||||||
Marketable Securities | ||||||||||||||
Marketable securities at June 30, 2014 consist of bond funds. ASC 320, Investments in Debt and Equity Securities, requires certain investments be recorded at fair value or amortized cost. The appropriate classification of the investments in marketable equity is determined at the time of purchase and re-evaluated at each balance sheet date. As of June 30, 2014, the Company’s marketable securities were classified as available-for-sale, which are carried at fair value, with unrealized gains and losses reported as other comprehensive income within the stockholders’ equity section of the accompanying consolidated balance sheets. The cost of marketable securities sold is determined on a specific identification basis. The fair value of marketable securities is based on quoted market prices based on Level 1 inputs — quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||||
There have been no realized gains or losses related to marketable securities for the nine month periods ended June 30, 2014 or 2013. Marketable securities held at June 30, 2014 have a cost basis of approximately $505,000. | ||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | |||||||||||||
Fair Value Accounting | ||||||||||||||
ASC 820 clarifies the definition of fair value, describes methods used to appropriately measure fair value, and expands fair value disclosure requirements, but does not change existing guidance as to whether or not an instrument is carried at fair value. | ||||||||||||||
US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||||||
⋅ | Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||||
⋅ | Level 2 – Include other inputs that are directly or indirectly observable in the marketplace. | |||||||||||||
⋅ | Level 3 – Unobservable inputs which are supported by little or no market activity. | |||||||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||
The Company classifies its marketable securities as available-for-sale, which are reported at fair value. Unrealized gains and losses, net of the related income tax effect, if any, on available-for-sale securities are included in comprehensive income and are reported as accumulated other comprehensive income in stockholders’ equity. Realized gains and losses from securities classified as available for-sale are included in income. The Company measures the fair value of its marketable securities based on quoted prices for identical securities in active markets, or Level 1 inputs. As of June 30, 2014, available-for-sale securities consisted of the following: | ||||||||||||||
Gross | ||||||||||||||
(in thousands) | Cost | Unrealized | Fair | |||||||||||
Available for Sale | Basis | Gains | Value | |||||||||||
Tax-Advantaged Bond Fund | $ | 505 | $ | 81 | $ | 586 | ||||||||
In accordance with ASC Topic 320, Investments — Debt and Equity Securities , the Company reviews its marketable securities to determine whether a decline in fair value of a security below the cost basis is other than temporary. Should the decline be considered other than temporary, the Company writes down the cost basis of the security and include the loss in current earnings as opposed to an unrealized loss in comprehensive income.No losses for other than temporary impairments in the Company’s marketable securities portfolio were recognized during the quarter ended June 30, 2014. | ||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||
(in thousands) | Carrying | |||||||||||||
June 30, 2014 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 586 | $ | 586 | $ | - | $ | - | ||||||
(in thousands) | Carrying | |||||||||||||
September 30, 2013 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 555 | $ | 555 | $ | - | $ | - | ||||||
Discontinued Operations, Policy [Policy Text Block] | ' | |||||||||||||
Discontinued Operations | ||||||||||||||
In prior consolidated financial statements, the Company has disclosed certain discontinued operations – nightclubs that the Company has closed or sold. Those discontinued operations have now become immaterial; therefore, the Company has eliminated the disclosure in the accompanying consolidated financial statements. | ||||||||||||||
Reclassification, Policy [Policy Text Block] | ' | |||||||||||||
Reclassifications | ||||||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | ||||||||||||||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Available-for-sale Securities [Table Text Block] | ' | |||||||||||||
The Company measures the fair value of its marketable securities based on quoted prices for identical securities in active markets, or Level 1 inputs. As of June 30, 2014, available-for-sale securities consisted of the following: | ||||||||||||||
Gross | ||||||||||||||
(in thousands) | Cost | Unrealized | Fair | |||||||||||
Available for Sale | Basis | Gains | Value | |||||||||||
Tax-Advantaged Bond Fund | $ | 505 | $ | 81 | $ | 586 | ||||||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block] | ' | |||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||
(in thousands) | Carrying | |||||||||||||
June 30, 2014 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 586 | $ | 586 | $ | - | $ | - | ||||||
(in thousands) | Carrying | |||||||||||||
September 30, 2013 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 555 | $ | 555 | $ | - | $ | - | ||||||
STOCK_OPTIONS_AND_STOCKBASED_E1
STOCK OPTIONS AND STOCK-BASED EMPLOYEE COMPENSATION (Tables) | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||||
The following is a summary of all stock option transactions for the nine months ended June 30, 2014: | ||||||||||||||
(in thousands, except for per share | Shares | Weighted | Weighted | Aggregate | ||||||||||
and year information) | Average | Average | Intrinsic | |||||||||||
Exercise Price | Remaining | Value | ||||||||||||
Contractual | ||||||||||||||
Term | ||||||||||||||
(years) | ||||||||||||||
Outstanding as of September 30, 2013 | 765 | $ | 8.41 | |||||||||||
Granted | - | - | ||||||||||||
Cancelled or expired | -22 | 8.54 | ||||||||||||
Exercised | -370 | 8.45 | ||||||||||||
Outstanding as of June 30, 2014 | 373 | $ | 8.36 | 0.16 | $ | 690 | ||||||||
Options exercisable as of June 30, 2014 | 373 | $ | 8.36 | 0.16 | $ | 690 | ||||||||
GOODWILL_AND_OTHER_INTANGIBLES1
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | |||||||||||||
Following are the changes in the carrying amounts of goodwill and licenses for the nine months ended June 30, 2014 and 2013: | ||||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||||
Licenses | Goodwill | Licenses | Goodwill | |||||||||||
Beginning balance | $ | 54,966 | $ | 43,987 | $ | 50,608 | $ | 43,421 | ||||||
Intangibles acquired | - | - | 4,358 | 997 | ||||||||||
Other | 265 | - | - | -431 | ||||||||||
Ending balance | $ | 55,231 | $ | 43,987 | $ | 54,966 | $ | 43,987 | ||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) (Warrants Outstanding 105,318 [Member]) | 9 Months Ended | |||
Jun. 30, 2014 | ||||
Warrants Outstanding 105,318 [Member] | ' | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | ' | |||
The fair value of the warrants was estimated to be $105,318 in accordance with FASB ASC 820, Fair Value Measurements, using a Black-Scholes option-pricing model using the following weighted average assumptions: | ||||
Volatility | 28.4 | % | ||
Expected life | 1.5 years | |||
Expected dividend yield | - | |||
Risk free rate | 0.33 | % | ||
EARNINGS_PER_SHARE_EPS_Tables
EARNINGS PER SHARE ("EPS") (Tables) | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||
FOR THE QUARTER | FOR THE NINE MONTHS | |||||||||||||
ENDED JUNE 30, | ENDED JUNE 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Basic earnings per share: | ||||||||||||||
Net income attributable to RCIH's shareholders | $ | 691 | $ | 2,195 | $ | 6,816 | $ | 7,587 | ||||||
Average number of common shares outstanding | 9,883 | 9,479 | 9,695 | 9,523 | ||||||||||
Basic earnings per share - net income attributable to RCIH's shareholders | $ | 0.07 | $ | 0.23 | $ | 0.7 | $ | 0.8 | ||||||
Diluted earnings per share: | ||||||||||||||
Net income attributable to RCIH's shareholders | $ | 691 | $ | 2,195 | $ | 6,816 | $ | 7,587 | ||||||
Adustment. to net earnings from assumed conversion of debentures (1) | - | 23 | 60 | 221 | ||||||||||
Adjusted net income attributable to RCIH's shareholders | $ | 691 | $ | 2,218 | $ | 6,876 | $ | 7,808 | ||||||
Average number of common shares outstanding: | ||||||||||||||
Common shares outstanding | 9,883 | 9,479 | 9,695 | 9,523 | ||||||||||
Potential dilutive shares resulting from exercise of warrants and options (2) | 85 | 22 | 96 | 22 | ||||||||||
Potential dilutive shares resulting from conversion of debentures (3) | - | 146 | 131 | 326 | ||||||||||
Total average number of common shares outstanding used for dilution | 9,968 | 9,647 | 9,922 | 9,871 | ||||||||||
Diluted earnings per share - net income attributable to RCIH's shareholders | $ | 0.07 | $ | 0.23 | $ | 0.69 | $ | 0.79 | ||||||
(1) Represents interest expense on dilutive convertible debentures that would not occur if they were assumed converted. | ||||||||||||||
(2) All outstanding warrants and options were considered for the EPS computation. | ||||||||||||||
(3) Convertible debentures (principal and accrued interest) outstanding at June 30, 2014 and 2013 totaling $10.5 million and $5.3 million, respectively, were convertible into common stock at a price of $10.00 to $12.50 per share in 2014 and $10.00 to $10.25 per share in 2013. Potential dilutive shares amounting to $1.5 million and $1.4 million for the three and nine month periods ended June 30, 2014, respectively, have been excluded from earnings per share due to being anti-dilutive. Potential dilutive shares of 375,000 and zero for each of the three and nine month periods ended June 30, 2013, have been excluded from earnings per share due to being anti-dilutive. | ||||||||||||||
* EPS may not foot due to rounding. | ||||||||||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | ||||
Jun. 30, 2014 | |||||
Dallas Club [Member] | ' | ||||
Business Acquisition [Line Items] | ' | ||||
Business Acquisition Fair Values Assets and Liabilities [Table Text Block] | ' | ||||
The following information summarizes the allocation of fair values assigned to the assets at the purchase date. | |||||
Buildings and land | $ | 350 | |||
Property and equipment | 20 | ||||
SOB license | 265 | ||||
Minority interest | -135 | ||||
Net assets | $ | 500 | |||
Foster Clubs [Member] | ' | ||||
Business Acquisition [Line Items] | ' | ||||
Business Acquisition Fair Values Assets and Liabilities [Table Text Block] | ' | ||||
The following information summarizes the allocation of fair values assigned to the assets at the purchase date. | |||||
Buildings and land | $ | 10,066 | |||
Goodwill | -431 | ||||
Net assets | $ | 9,635 | |||
New Gentlemen's Club [Member] | ' | ||||
Business Acquisition [Line Items] | ' | ||||
Business Acquisition Fair Values Assets and Liabilities [Table Text Block] | ' | ||||
The following information summarizes the allocation of fair values assigned to the assets and liabilities at the purchase date. | |||||
(in thousands) | |||||
Noncompete | $ | 150 | |||
Goodwill | 997 | ||||
SOB licenses | 2,850 | ||||
Deferred taxes | -997 | ||||
Net assets | $ | 3,000 | |||
RCI Entertainment Delamo, Inc [Member] | ' | ||||
Business Acquisition [Line Items] | ' | ||||
Business Acquisition Fair Values Assets and Liabilities [Table Text Block] | ' | ||||
The following information summarizes the allocation of fair values assigned to the assets at the purchase date. (in thousands) | |||||
Furniture and equipment | $ | 200 | |||
SOB licenses | 1,263 | ||||
Net assets | $ | 1,463 | |||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | |||||||||||||
Income tax expense on continuing operations for the periods presented differs from the “expected” federal income tax expense computed by applying the U.S. federal statutory rate of 34% to earnings before income taxes for the three months ended December 31, as a result of the following: | ||||||||||||||
For the Three Months | For the Nine Months | |||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Computed expected tax expense | $ | 283 | $ | 1,221 | $ | 3,428 | $ | 4,175 | ||||||
State income taxes | 76 | 72 | 181 | 110 | ||||||||||
Stock option disqualifying dispositions | ||||||||||||||
and other permanent differences | -156 | 50 | -161 | 248 | ||||||||||
Total income tax expense | $ | 203 | $ | 1,343 | $ | 3,448 | $ | 4,533 | ||||||
WARRANTS_ISSUED_Tables
WARRANTS ISSUED (Tables) | 9 Months Ended | |||
Jun. 30, 2014 | ||||
Stockholders Equity Note [Abstract] | ' | |||
Schedule of Stockholders Equity Note, Warrants or Rights [Table Text Block] | ' | |||
Fair Value Measurements, using a Black-Scholes option-pricing model using the following weighted average assumptions: | ||||
Volatility | 31.5 | % | ||
Expected life | 1.0 years | |||
Expected dividend yield | - | |||
Risk free rate | 0.12 | % | ||
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) (Tax Advantaged Bond Fund [Member], Fair Value, Inputs, Level 1 [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Tax Advantaged Bond Fund [Member] | Fair Value, Inputs, Level 1 [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Available for Sale, Cost Basis | $505 |
Available for Sale, Gross Unrealized Gain | 81 |
Available for Sale, Fair Value | $586 |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details 1) (Fair Value, Measurements, Recurring [Member], USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Significant Accounting Policies [Line Items] | ' | ' |
Marketable securities | $586 | $555 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Marketable securities | 586 | 555 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Marketable securities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Marketable securities | $0 | $0 |
SIGNIFICANT_ACCOUNTING_POLICIE5
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | Jun. 30, 2014 |
Significant Accounting Policies [Line Items] | ' |
Available-for-sale Securities, Amortized Cost Basis | $505,000 |
STOCK_OPTIONS_AND_STOCKBASED_E2
STOCK OPTIONS AND STOCK-BASED EMPLOYEE COMPENSATION (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares, Outstanding as of September 30, 2013 | 765 |
Shares, Granted | 0 |
Shares, Cancelled or expired | -22 |
Shares, Exercised | -370 |
Shares, Outstanding as of June 30, 2014 | 373 |
Shares, Options exercisable as of June 30, 2014 | 373 |
Weighted Average Exercise Price, Outstanding as of September 30, 2013 | $8.41 |
Weighted Average Exercise Price, Granted | $0 |
Weighted Average Exercise Price, Cancelled or expired | $8.54 |
Weighted Average Exercise Price, Exercised | $8.45 |
Weighted Average Exercise Price, Outstanding as of June 30, 2014 | $8.36 |
Weighted Average Exercise Price, Options exercisable as of June 30, 2014 | $8.36 |
Weighted Average Remaining Contractual Term, Outstanding (in years) | '1 month 28 days |
Weighted Average Remaining Contractual Term, Options exercisable (in years) | '1 month 28 days |
Aggregate Intrinsic Value , Outstanding | $690 |
Options exercisable, Aggregate Intrinsic Value as of June 30, 2014 | $690 |
STOCK_OPTIONS_AND_STOCKBASED_E3
STOCK OPTIONS AND STOCK-BASED EMPLOYEE COMPENSATION (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Share data in Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price, Percentage | ' | ' | 85.00% | ' |
Allocated Share-based Compensation Expense | $2,922 | $281,745 | $156,449 | $845,325 |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period | ' | ' | 370 | ' |
Stock Issued During Period, Value, Stock Options Exercised | ' | ' | $3,100,000 | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Number | 373 | ' | 373 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | ' | ' | 2-Jul-14 | ' |
GOODWILL_AND_OTHER_INTANGIBLES2
GOODWILL AND OTHER INTANGIBLES (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Licenses, Beginning balance | $54,966 | $50,608 |
Licenses, Intangibles acquired | 0 | 4,358 |
Licenses, Other | 265 | 0 |
Licenses, Ending balance | 55,231 | 54,966 |
Goodwill, Beginning balance | 43,987 | 43,421 |
Goodwill, Intangibles acquired | 0 | 997 |
Goodwill, Other | 0 | -431 |
Goodwill, Ending balance | $43,987 | $43,987 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (Warrants Outstanding 105,318 [Member]) | 9 Months Ended |
Jun. 30, 2014 | |
Warrants Outstanding 105,318 [Member] | ' |
Debt Instrument [Line Items] | ' |
Volatility | 28.40% |
Expected life | '1 year 6 months |
Expected dividend yield | 0.00% |
Risk free rate | 0.33% |
LONGTERM_DEBT_Details_Textual
LONG-TERM DEBT (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | |||||
Oct. 15, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Feb. 28, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | 31-May-14 | Oct. 15, 2013 | |
Aircraft [Member] | Individual Counterparty [Member] | Beaumont [Member] | Houston [Member] | Adviser [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | $4,525,000 | ' | ' | ' | ' | ' | $700,000 | $531,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ' | ' | ' | 7.45% | 13.00% | ' | 6.50% | ' |
Debt Instrument, Payment Terms | 'Each of the Debentures has a term of three years, is convertible into shares of our common stock at a conversion price of $12.50 per share (subject to adjustment), and has an annual interest rate of 9%, with one initial payment of interest only due April 15, 2014. Thereafter, the principal amount is payable in 10 equal quarterly principal payments, which amounts to a total of $452,500, plus accrued and unpaid interest. Six months after the issue date of the Debentures, we have the right to redeem the Debentures if the Companys common stock has a closing price of $16.25 (subject to adjustment) for 20 consecutive trading days. The Warrants have an exercise price of $12.50 per share (subject to adjustment) and expire on October 15, 2016. | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Unsecured Debt | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | 40,654 | ' | 10,565 | 18,151 | ' |
Loan Origination Cost | ' | ' | ' | ' | ' | ' | ' | ' | 271,500 |
Debt Instrument, Maturity Date, Description | ' | ' | ' | ' | ' | '36 months | '2020 | '2019 | ' |
Class Of Warrant Or Right Fair Value | ' | 105,318 | ' | 147,683 | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 72,400 | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Warrants, Exercise Price | $12.50 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | 4,525,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Closing Price Of Common Stock | $16.25 | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Debt | 452,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Additions | ' | ' | ' | ' | 4,300,000 | ' | ' | ' | ' |
Proceeds from Bank Debt | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' |
Debt Instrument, Frequency of Periodic Payment | ' | ' | ' | ' | 'monthly | 'monthly | 'per month | 'per quarter | ' |
Payments to Acquire Property, Plant, and Equipment, Total | ' | $11,822,000 | $5,497,000 | ' | ' | ' | $850,000 | $707,000 | ' |
COMMON_STOCK_Details_Textual
COMMON STOCK (Details Textual) (USD $) | 9 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Class of Stock [Line Items] | ' | ' |
Treasury Stock, Shares, Acquired | ' | 176,255 |
Treasury Stock, Value, Acquired, Cost Method | ' | $1,478,482 |
Debt Conversion, Converted Instrument, Amount | $2,100,000 | ' |
Debt Conversion, Converted Instrument, Shares Issued | 211,443 | ' |
EARNINGS_PER_SHARE_EPS_Details
EARNINGS PER SHARE ("EPS") (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Basic earnings per share: | ' | ' | ' | ' | ||||
Net income attributable to RCIH's shareholders | $691 | $2,195 | $6,816 | $7,587 | ||||
Average number of common shares outstanding | 9,883 | 9,479 | 9,695 | 9,523 | ||||
Basic earnings per share - net income attributable to RCIH's shareholders | $0.07 | $0.23 | $0.70 | $0.80 | ||||
Diluted earnings per share: | ' | ' | ' | ' | ||||
Net income attributable to RCIH's shareholders | 691 | 2,195 | 6,816 | 7,587 | ||||
Adustment. to net earnings from assumed conversion of debentures | 0 | [1] | 23 | [1] | 60 | [1] | 221 | [1] |
Adjusted net income attributable to RCIH's shareholders | $691 | $2,218 | $6,876 | $7,808 | ||||
Average number of common shares outstanding: | ' | ' | ' | ' | ||||
Common shares outstanding | 9,883 | 9,479 | 9,695 | 9,523 | ||||
Potential dilutive shares resulting from exercise of warrants and options | 85 | [2] | 22 | [2] | 96 | [2] | 22 | [2] |
Potential dilutive shares resulting from conversion of debentures | 0 | [3] | 146 | [3] | 131 | [3] | 326 | [3] |
Total average number of common shares outstanding used for dilution | 9,968 | 9,647 | 9,922 | 9,871 | ||||
Diluted earnings per share - net income attributable to RCIH's shareholders | $0.07 | $0.23 | $0.69 | $0.79 | ||||
[1] | Represents interest expense on dilutive convertible debentures that would not occur if they were assumed converted. | |||||||
[2] | All outstanding warrants and options were considered for the EPS computation. | |||||||
[3] | Convertible debentures (principal and accrued interest) outstanding at June 30, 2014 and 2013 totaling $10.5 million and $6.2 million, respectively, were convertible into common stock at a price of $10.00 to $12.50 per share in 2014 and $10.00 to $10.25 per share in 2013. Potential dilutive shares amounting to 937,000 and 918,000 for the three and nine month periods ended June 30, 2014, respectively, have been excluded from earnings per share due to being anti-dilutive. Zero potential dilutive shares for each of the three and nine month periods ended June 30, 2013, have been excluded from earnings per share due to being anti-dilutive. |
EARNINGS_PER_SHARE_EPS_Details1
EARNINGS PER SHARE ("EPS") (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Earnings Per Share [Line Items] | ' | ' | ' | ' |
Convertible Debt | $10,500,000 | $5,300,000 | $10,500,000 | $5,300,000 |
Amount of Antidilutive Securities Excluded from Computation of Earnings Per Share | $1,500,000 | $375,000 | $1,400,000 | $0 |
Minimum [Member] | ' | ' | ' | ' |
Earnings Per Share [Line Items] | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | $10 | $10 | $10 | $10 |
Maximum [Member] | ' | ' | ' | ' |
Earnings Per Share [Line Items] | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | $12.50 | $10.25 | $12.50 | $10.25 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Dallas Club [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
Buildings and land | ' | ' | $350 |
Property and equipment | ' | ' | 20 |
SOB license | ' | ' | 265 |
Minority interest | -3,125 | -3,334 | -135 |
Net assets | ' | ' | $500 |
ACQUISITIONS_Details_1
ACQUISITIONS (Details 1) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Goodwill | $43,987 | $43,987 | $43,987 | $43,421 |
Foster Clubs [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Buildings and land | ' | ' | ' | 10,066 |
Goodwill | ' | ' | ' | -431 |
Net assets | ' | ' | ' | $9,635 |
ACQUISITIONS_Details_2
ACQUISITIONS (Details 2) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Mar. 04, 2013 |
In Thousands, unless otherwise specified | Second Adult Business In Midtown Manhattan [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Noncompete | ' | ' | ' | ' | $150 |
Goodwill | 43,987 | 43,987 | 43,987 | 43,421 | 997 |
SOB licenses | ' | ' | ' | ' | 2,850 |
Deferred taxes | ' | ' | ' | ' | -997 |
Net assets | ' | ' | ' | ' | $3,000 |
ACQUISITIONS_Details_3
ACQUISITIONS (Details 3) (RCI Entertainment Delamo, Inc [Member], USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
RCI Entertainment Delamo, Inc [Member] | ' |
Business Acquisition [Line Items] | ' |
Furniture and equipment | $200 |
SOB licenses | 1,263 |
Net assets | $1,463 |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2014 | Dec. 31, 2013 | Oct. 15, 2013 | 29-May-13 | Mar. 04, 2013 | Jun. 30, 2013 | Mar. 04, 2013 | Mar. 29, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | |
Second Adult Business in Midtown Manhattan [Member] | Second Adult Business in Midtown Manhattan [Member] | Second Adult Business in Midtown Manhattan [Member] | Delamo Inc [Member] | Beaumont [Member] | Dallas Club [Member] | Jaguars [Member] | Jaguars [Member] | |||||
Promissory Notes [Member] | Real Estate Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | $10,100,000 |
Business Acquisition, Cost of Acquired Entity, Discounted Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,600,000 |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | 350,000 |
Business Acquisitions, Purchase Price Allocation Notes Payable And Long Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,200,000 | 9,100,000 |
Business Acquisition, Purchase Price Allocation One Time Payment In Twelve Years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | 9.50% |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 431,252 |
Business Combination, Consideration Transferred, Other | 7,000 | ' | ' | ' | ' | 34,000 | 1,500,000 | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | $10.25 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | 16,653 | ' | 10,565 | ' | ' | ' |
Stock Redemption Price | ' | ' | ' | ' | ' | ' | $13.47 | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | '120 months | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | 49.00% | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | ' | ' | ' | ' | ' | ' | ' | 863,000 | ' | ' | ' | ' |
Payments for Previous Acquisition | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' |
Business Acquisition, Transaction Costs | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Taxes [Line Items] | ' | ' | ' | ' |
Computed expected tax expense | $283 | $1,221 | $3,428 | $4,175 |
State income taxes | 76 | 72 | 181 | 110 |
Stock option disqualifying dispositions and other permanent differences | -156 | 50 | -161 | 248 |
Total income tax expense | $203 | $1,343 | $3,448 | $4,533 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2014 |
Income Taxes [Line Items] | ' | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | ' |
Deferred Tax Liabilities, Net | ' | $17.20 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 15 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2009 | Jan. 01, 2008 | |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Club Surcharges | ' | ' | ' | ' | $5 |
Patron Tax Paid in Excess | ' | ' | ' | $2,000,000 | ' |
Contingent Liability for Live Entertainment Tax | 2,100,000 | 2,100,000 | ' | ' | ' |
Accrued Liabilities | 15,400,000 | 15,400,000 | ' | ' | ' |
Patron Tax Expense | ' | 765,000 | 746,000 | ' | ' |
Loss Contingency Accrual, Provision | 775,000 | ' | ' | ' | ' |
Insurance Settlements Receivable, Current | $2,000,000 | $2,000,000 | ' | ' | ' |
WARRANTS_ISSUED_Details
WARRANTS ISSUED (Details) (Warrants Outstanding 147,683 [Member]) | 9 Months Ended |
Jun. 30, 2014 | |
Warrants Outstanding 147,683 [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Volatility | 31.50% |
Expected life | '1 year |
Expected dividend yield | 0.00% |
Risk free rate | 0.12% |
WARRANTS_ISSUED_Details_Textua
WARRANTS ISSUED (Details Textual) (USD $) | 1 Months Ended | |
Feb. 28, 2014 | Jun. 30, 2014 | |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants Issued | 100,000 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $11.77 | ' |
Warrants Expired Description | 'two years | ' |
Class Of Warrant Or Right Fair Value | $147,683 | $105,318 |