Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RICK | |
Entity Registrant Name | RCI HOSPITALITY HOLDINGS, INC. | |
Entity Central Index Key | 935419 | |
Entity Common Stock, Shares Outstanding | 10,252,127 | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Accelerated Filer |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $13,661 | $9,964 |
Accounts receivable: | ||
Trade, net | 2,635 | 1,060 |
Other, net | 762 | 685 |
Marketable securities | 609 | 596 |
Inventories | 2,426 | 1,879 |
Deferred tax asset | 7,041 | 5,378 |
Prepaid expenses and other current assets | 3,342 | 3,789 |
Total current assets | 30,476 | 23,351 |
Property and equipment, net | 117,558 | 113,962 |
Other assets: | ||
Goodwill | 43,425 | 43,374 |
Indefinite lived intangibles | 56,175 | 53,968 |
Definite lived intangibles | 10,471 | 675 |
Other | 2,367 | 3,812 |
Total other assets | 112,438 | 101,829 |
Total assets | 260,472 | 239,142 |
Current liabilities: | ||
Accounts payable | 3,189 | 2,198 |
Accrued liabilities | 17,336 | 9,195 |
Texas patron tax liability | 17,057 | 15,486 |
Current portion of long-term debt | 8,590 | 12,315 |
Total current liabilities | 46,172 | 39,194 |
Deferred tax liability | 29,594 | 27,688 |
Other long-term liabilities | 908 | 924 |
Long-term debt | 62,952 | 58,037 |
Total liabilities | 139,626 | 125,843 |
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; 10,252 and 10,067 shares issued and outstanding, respectively | 103 | 101 |
Additional paid-in capital | 70,391 | 66,727 |
Accumulated other comprehensive income | 104 | 91 |
Retained earnings | 43,888 | 43,370 |
Total RCIHH permanent stockholders’ equity | 114,486 | 110,289 |
Noncontrolling interests | 6,360 | 3,010 |
Total permanent stockholders’ equity | 120,846 | 113,299 |
Total liabilities and stockholders’ equity | $260,472 | $239,142 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
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 | 10,252 | 10,067 |
Common stock, shares outstanding | 10,252 | 10,067 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||||
Sales of alcoholic beverages | $15,576 | $12,985 | $30,815 | $24,674 |
Sales of food and merchandise | 5,241 | 3,979 | 10,466 | 7,402 |
Service revenues | 14,559 | 14,347 | 28,783 | 27,077 |
Other | 2,034 | 1,559 | 3,833 | 3,140 |
Total revenues | 37,410 | 32,870 | 73,897 | 62,293 |
Operating expenses: | ||||
Cost of goods sold | 5,381 | 4,041 | 10,492 | 7,788 |
Salaries and wages | 8,115 | 6,854 | 16,147 | 13,431 |
Stock compensation | 120 | 151 | 240 | 154 |
Other general and administrative: | ||||
Taxes and permits | 5,709 | 5,142 | 11,102 | 9,557 |
Charge card fees | 544 | 449 | 1,091 | 877 |
Rent | 1,184 | 1,156 | 2,325 | 2,384 |
Legal and professional | 1,064 | 426 | 2,023 | 1,214 |
Advertising and marketing | 1,312 | 1,406 | 2,679 | 2,691 |
Insurance | 801 | 972 | 1,621 | 1,771 |
Utilities | 708 | 646 | 1,442 | 1,241 |
Depreciation and amortization | 1,886 | 1,513 | 3,531 | 2,906 |
(Gain) loss on sale of property | -18 | -86 | -18 | -86 |
Impairment of assets | 0 | 0 | 1,358 | 0 |
Settlement of lawsuits and other one time costs | 10,303 | 150 | 10,550 | 270 |
Other | 2,917 | 2,591 | 5,790 | 5,022 |
Total operating expenses | 40,026 | 25,411 | 70,373 | 49,220 |
Operating income (loss) | -2,616 | 7,459 | 3,524 | 13,073 |
Other income (expense): | ||||
Interest income | 26 | 35 | 39 | 112 |
Interest expense | -1,783 | -1,924 | -3,402 | -3,936 |
Gain from original investment in Drink Robust, Inc. | 0 | 0 | 577 | 0 |
Income (loss) before income taxes | -4,373 | 5,570 | 738 | 9,249 |
Income taxes (benefit) | -1,265 | 1,922 | 581 | 3,245 |
Net income (loss) | -3,108 | 3,648 | 157 | 6,004 |
Less: net (income) loss attributable to noncontrolling interests | 267 | 74 | 362 | 121 |
Net income (loss) attributable to RCI Hospitality Holdings, Inc. | ($2,841) | $3,722 | $519 | $6,125 |
Basic earnings (loss) per share attributable to RCIHH shareholders: | ||||
Net income (in dollars per share) | ($0.28) | $0.39 | $0.05 | $0.64 |
Diluted earnings (loss) per share attributable to RCIHH shareholders: | ||||
Net income (in dollars per share) | ($0.28) | $0.37 | $0.05 | $0.62 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 10,275 | 9,661 | 10,269 | 9,604 |
Diluted (in shares) | 10,275 | 10,853 | 10,273 | 10,763 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Net income (loss) | ($3,108) | $3,648 | $157 | $6,004 |
Other comprehensive income: | ||||
Unrealized holding gain (loss) on securities available for sale | 5 | 18 | 13 | 18 |
Comprehensive income (loss) | -3,103 | 3,666 | 170 | 6,022 |
Comprehensive (income) loss attributable to noncontrolling interests | 267 | 74 | 362 | 121 |
Comprehensive income (loss) to common stockholders | ($2,836) | $3,740 | $532 | $6,143 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $157 | $6,004 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 3,531 | 2,906 |
Deferred taxes | 1,461 | 734 |
Impairment of assets | 1,358 | 0 |
Amortization of note discount | 33 | 44 |
(Gain) from original investment in Drink Robust | -577 | 0 |
Deferred rents | -16 | -16 |
Beneficial conversion | 5 | 0 |
Stock compensation expense | 240 | 154 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -2,844 | -746 |
Inventories | -428 | -300 |
Prepaid expenses and other assets | 2,782 | -2,107 |
Accounts payable and accrued liabilities | 7,417 | 4,924 |
Cash provided by operating activities | 13,119 | 11,597 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | -2,869 | -8,198 |
Acquisition of development rights in New York building | 0 | -5,325 |
Acquisition of businesses, net of cash acquired | -1,244 | -500 |
Net cash used by investing activities | -4,113 | -14,023 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on long-term debt | -8,234 | -4,335 |
Proceeds from long-term debt | 4,958 | 7,025 |
Exercise of stock options | 0 | 844 |
Purchase of treasury stock | -1,925 | 0 |
Distribution to noncontrolling interests | -108 | -108 |
Cash provided by (used in) financing activities | -5,309 | 3,426 |
NET INCREASE IN CASH | 3,697 | 1,000 |
CASH AT BEGINNING OF PERIOD | 9,964 | 10,638 |
CASH AT END OF PERIOD | 13,661 | 11,638 |
CASH PAID DURING PERIOD FOR: | ||
Interest | 3,078 | 3,375 |
Income taxes | $1,724 | $475 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS NON-CASH TRANSACTIONS AND OTHER (USD $) | 6 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Issue of shares of common stock for debt and interest Number of shares | 177,018 | 113,750 |
Issue of shares of common stock for debt and interest Value of shares | $1.80 | $1.10 |
Debt incurred with seller in connection with acquiring businesses and other assets | 1.4 | 4.3 |
Issue of shares of common stock for acquiring a business Number of shares | 200,000 | |
Stock Repurchased and Retired During Period, Shares | 192,427 | |
Stock Repurchased and Retired During Period, Value | $1.90 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | ||
Mar. 31, 2015 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1 | BASIS OF PRESENTATION | |
The accompanying unaudited 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 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, 2014 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 six months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending September 30, 2015. | |||
RECENT_ACCOUNTING_STANDARDS_AN
RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENT | 6 Months Ended | |
Mar. 31, 2015 | ||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 2 | RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENT |
In May 2014, the FASB issued Accounting Standards Update 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 is effective for annual periods beginning after December 15, 2016, and interim periods therein, 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). The Company is currently evaluating the impact of our pending adoption of ASU 2014-09 on its consolidated financial statements and have not yet determined the method by which it will adopt the standard in fiscal year 2018. | ||
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Significant Accounting Policies [Text Block] | 3 | SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
Following are certain remarkable accounting principles and disclosures. | ||||||||||||||
Fair Value Accounting | ||||||||||||||
GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||||||
⋅ | Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||||
⋅ | Level 2 – Include other inputs that are directly or indirectly observable in the marketplace. | |||||||||||||
⋅ | Level 3 – Unobservable inputs which are supported by little or no market activity. | |||||||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||
The Company classifies its marketable securities as available-for-sale, which are reported at fair value. Unrealized holding gains and losses, net of the related income tax effect, if any, on available-for-sale securities are excluded from 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 March 31, 2015, 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 | $ | 104 | $ | 609 | ||||||||
The Company reviews its marketable securities to determine whether a decline in fair value of a security below the cost basis is other than temporary. Should the decline be considered other than temporary, the Company writes down the cost basis of the security and include the loss in current earnings as opposed to an unrealized holding loss. No losses were recognized during the quarter ended March 31, 2015. | ||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||
(in thousands) | Carrying | |||||||||||||
March 31, 2015 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 609 | $ | 609 | $ | - | $ | - | ||||||
(in thousands) | Carrying | |||||||||||||
September 30, 2014 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 555 | $ | 555 | $ | - | $ | - | ||||||
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 | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 March 31, 2015 and 2014 were $120,012 and $150,605, respectively, and were $240,024 and $153,527 for the six months then ended, respectively. There were 100,000 stock option exercises during the quarter ended March 31, 2014, aggregating $843,600. There were no stock option grants or exercises for the three and six months ended March 31, 2015. | ||||||||||||||
Stock Option Activity | ||||||||||||||
The following is a summary of all stock option transactions for the six months ended March 31, 2015: | ||||||||||||||
(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, 2014 | 10 | $ | 8.7 | |||||||||||
Granted | - | - | ||||||||||||
Cancelled or expired | - | - | ||||||||||||
Exercised | - | 8.7 | ||||||||||||
Outstanding as of March 31, 2015 | 10 | $ | 8.7 | 0.25 | $ | 17 | ||||||||
Options exercisable as of March 31, 2015 | 10 | $ | 8.7 | 0.25 | $ | 17 | ||||||||
GOODWILL_AND_OTHER_INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 6 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
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 six months ended March 31, 2015 and 2014: | ||||||||||||||||||||
(in thousands) | 2015 | 2014 | ||||||||||||||||||
Definite-Lived Intangibles | Licenses | Goodwill | Definite-Lived Intangibles | Licenses | Goodwill | |||||||||||||||
Beginning balance | $ | 729 | $ | 53,968 | $ | 43,374 | $ | 1,065 | $ | 54,966 | $ | 43,987 | ||||||||
Intangibles acquired | 10,375 | 3,565 | - | - | - | - | ||||||||||||||
Impairment | - | -1,358 | - | - | - | - | ||||||||||||||
Other | -633 | 51 | -171 | 265 | - | |||||||||||||||
Ending balance | $ | 10,471 | $ | 56,175 | $ | 43,425 | $ | 894 | $ | 55,231 | $ | 43,987 | ||||||||
During the six months ended March 31, 2015, we have recorded an impairment of $1.4 million for the indefinite-lived intangible assets at our Temptations Cabaret in Lubbock. | ||||||||||||||||||||
LONGTERM_DEBT
LONG-TERM DEBT | 6 Months Ended | |||
Mar. 31, 2015 | ||||
Debt Disclosure [Abstract] | ||||
Long-term Debt [Text Block] | 6 | LONG-TERM DEBT | ||
On January 13, 2015 a Company subsidiary purchased Down in Texas Saloon gentlemen’s club in an Austin, Texas suburb. As part of the transaction, another subsidiary also purchased the club’s real estate. Total consideration of $6.8 million consisted of $3.5 million for the club business and $3.3 million for its 3.5 acres of real estate. Payment was in the form of $1 million in cash and $1.4 million in seller financing at 6% annual interest, with the balance provided by commercial bank financing at a variable interest rate equal to the prime rate plus 2%, but in no event less than 6.5%. | ||||
In December 2014, the Company refinanced certain real estate debt amounting to $2.1 million with new bank debt of $2.0 million. The new debt is payable $13,270 per month, including interest at 5.25% and matures in ten years. | ||||
In December 2014, the Company borrowed $1.0 million from an individual. The note is collateralized by certain real estate, is payable $13,215 per month, including interest at 10% and matures in ten years. | ||||
In December 2014, the Company borrowed $2.0 million from a lender. The 12% note is collateralized by a certain subsidiary’s stock and is payable interest only until it matures in three years. | ||||
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 GAAP, 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. | ||||
COMMON_STOCK
COMMON STOCK | 6 Months Ended | |
Mar. 31, 2015 | ||
Equity [Abstract] | ||
Common Stock [Text Block] | 7 | COMMON STOCK |
During the six months ended March 31, 2015, the Company purchased and retired 192,427 common treasury shares. The cost of these shares was $1.9 million. | ||
During the six months ended March 31, 2015, the Company converted debt principal and interest valued at $1.8 million into 177,018 common shares. | ||
During the quarter ended December 31, 2014, the Company issued 200,000 shares of common stock for the acquisition of a controlling interest in Drink Robust, Inc. | ||
EARNINGS_PER_SHARE_EPS
EARNINGS PER SHARE (EPS) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||
Earnings Per Share [Text Block] | 8 | EARNINGS PER SHARE (EPS) | ||||||||||||
The Company computes earnings per share in accordance with GAAP, which 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 SIX MONTHS | |||||||||||||
ENDED MARCH 31, | ENDED MARCH 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Basic earnings per share: | ||||||||||||||
Net income (loss) attributable to RCIHH’s shareholders | $ | -2,841 | $ | 3,722 | $ | 519 | $ | 6,125 | ||||||
Average number of common shares outstanding | 10,275 | 9,661 | 10,269 | 9,604 | ||||||||||
Basic earnings (loss) per share - net income attributable to RCIHH’s shareholders | $ | -0.28 | $ | 0.39 | $ | 0.05 | $ | 0.64 | ||||||
Diluted earnings per share: | ||||||||||||||
Net income (loss) attributable to RCIHH’s shareholders | $ | -2,841 | $ | 3,722 | $ | 519 | $ | 6,125 | ||||||
Adustment. to net earnings from assumed conversion of debentures (1) | - | 250 | - | 490 | ||||||||||
Adjusted net income (loss) attributable to RCIHH’s shareholders | $ | -2,841 | $ | 3,972 | $ | 519 | $ | 6,615 | ||||||
Average number of common shares outstanding: | ||||||||||||||
Common shares outstanding | 10,275 | 9,661 | 10,269 | 9,604 | ||||||||||
Potential dilutive shares resulting from exercise of warrants and options (2) | - | 176 | 4 | 173 | ||||||||||
Potential dilutive shares resulting from conversion of debentures (3) | - | 1,016 | - | 986 | ||||||||||
Total average number of common shares outstanding used for dilution | 10,275 | 10,853 | 10,273 | 10,763 | ||||||||||
Diluted earnings (loss) per share - net income attributable to RCIHH’s shareholders | $ | -0.28 | $ | 0.37 | $ | 0.05 | $ | 0.62 | ||||||
(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 March 31, 2015 and 2014 totaling $6.0 million and $11.3 million, respectively, were convertible into common stock at a price of $10.00 to $12.50 per share each year. No potential dilutive shares for each of the three and six month periods ended March 31, 2014 have been excluded from earnings per share due to being anti-dilutive. During the three and six month periods ended March 31, 2015, 524,194 shares have been excluded from earnings per share due to being anti-dilutive each period. | ||||||||||||||
* EPS may not foot due to rounding. | ||||||||||||||
ACQUISITIONS
ACQUISITIONS | 6 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Business Combination Disclosure [Text Block] | 9 | ACQUISITIONS | |||
2015 | |||||
On October 30, 2014, a 51% owned subsidiary of the Company (“Robust”) acquired certain assets and liabilities of Robust Energy LLC for $200,000 in cash and 200,000 shares of its restricted common stock for a total purchase price of $5.0 million. The Company has also agreed to issue 50,000 shares of RCIHH common stock to the two principals of Robust Energy LLC if Robust has net income of at least $1 million during the 2015 calendar year. The principals entered into a Lock-Up Agreement with the Company in connection with the issuance by the Company of its shares of common stock as explained above, which will provide that none of the shares will be sold for a period of one year after the date of issuance and, thereafter, neither principal will sell more than 1/6th of their respective shares per month that they receive in connection herewith. Robust is an energy drink distributor, targeting the on premises bar and mixer market. | |||||
The following information summarizes the allocation of fair values assigned to the assets and liabilities at the purchase date. | |||||
(in thousands) | |||||
Inventory and accounts receivable | $ | 501 | |||
Equipment, furniture and fixture | 356 | ||||
Definite-lived intangible | 10,275 | ||||
Accounts payable | -1,196 | ||||
Notes payable | -963 | ||||
Noncontrolling interest | -3,888 | ||||
Net assets | $ | 5,085 | |||
In accordance with GAAP, the Company recorded a gain of approximately $577,000 on the value of its earlier 15% investment in this company. | |||||
On January 13, 2015 a Company subsidiary purchased Down in Texas Saloon gentlemen’s club in an Austin, Texas suburb. As part of the transaction, another subsidiary also purchased the club’s real estate. Total consideration of $6.8 million consisted of $3.5 million for the club business and $3.3 million for its 3.5 acres of real estate. Payment was in the form of $1 million in cash and $1.4 million in seller financing at 6% annual interest, with the balance provided by commercial bank financing at a variable interest rate equal to the prime rate plus 2%, but in no event less than 6.5%. | |||||
The following information summarizes the allocation of fair values assigned to the assets at the purchase date. | |||||
(in thousands) | |||||
Buildings and land | $ | 3,130 | |||
Furniture and fixtures | 20 | ||||
Inventory | 4 | ||||
SOB license | 3,566 | ||||
Noncompete | 100 | ||||
Net assets | $ | 6,820 | |||
INCOME_TAXES
INCOME TAXES | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 and six months ended March 31, as a result of the following: | ||||||||||||||
For the Three Months | For the Six Months | |||||||||||||
Ended March 31, | Ended March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Computed expected tax expense | $ | -1,487 | $ | 1,894 | $ | 251 | $ | 3,145 | ||||||
State income taxes | 74 | 69 | 148 | 105 | ||||||||||
Permanent differences | -148 | -41 | 182 | -5 | ||||||||||
Income tax expense | $ | -1,265 | $ | 1,922 | $ | 581 | $ | 3,245 | ||||||
Included in the Company’s deferred tax liabilities at March 31, 2015 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 | 6 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | 11 | COMMITMENTS AND CONTINGENCIES |
Legal Matters | ||
Texas Patron Tax | ||
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 arecompleted. 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 issued 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. The Texas Supreme Court denied TEA’s petition for review on November 21, 2014. On February 5, 2015, TEA filed a petition for writ of certiorari with the United States Supreme Court. On March 23, 2015, the Supreme Court denied TEA’s writ of certiorari. | ||
The Company has not made any payments of these taxes since the first quarter of 2009, except as set forth below. However, based on the Court ruling, the Company will continue to accrue and expense the potential tax liability on its financial statements. | ||
We also believe that, in the event of loss of the Patron Tax issue, the State of Texas would waive any penalties and allow us to pay out any liability over a reasonable amount of time. We have made plans for the payment of the lawsuit settlement and we believe that, in the event of a loss in the Patron Tax matter, we will be able to pay the remaining liabilities over time. | ||
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 March 31, 2015, the Company has approximately $17.1 million in accrued liabilities for this tax. Patron tax expense amounted to approximately $805,000 and $866,000 for the quarters ended March 31, 2015 and 2014, 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 has employed special state tax counsel in Austin to negotiate settlement of the Patron Taxes. In connection with the negotiations, the Company has filed and paid the Patron Taxes for the quarter ended March 31, 2015. If settled, the lawsuit mentioned above will be dismissed. | ||
New York Settlement | ||
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 action case filed in the United States District Court for the Southern District of New York. The settlement has been filed with the court for preliminary approval. Trial was scheduled to begin April 27, 2015. Under terms of the agreement, RCI Entertainment (New York), Inc. and Peregrine Enterprises, Inc. will make up to $15 million available to class members and their attorneys. The actual amount paid will be determined based on the number of class members responding by the end of a three-month notice period, with final court approval expected sometime after that. Any unclaimed checks or payments will revert back to our subsidiaries. Based on the current schedule, an initial payment of $1,833,333 will be made in approximately five months, with two subsequent payments of $1,833,333 each being made in equal annual installments. As part of the settlement, we were required to guarantee the obligations of RCI Entertainment (New York), Inc. and Peregrine Enterprises, Inc. under the 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. | ||
In accordance with GAAP, the Company has accrued $10.3 million as of March 31, 2015 as the estimated liability for its obligations under the settlement. | ||
Indemnity Insurance | ||
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, 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 in her capacity as receiver (“Receiver”). The order empowered the Receiver 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. Since the expiration of the order the lawsuits have resumed. We are funding 100% of the costs of litigation and will seek reimbursement from the bankruptcy receiver. | ||
On April 10, 2014, the Court of Chancery of the State of Delaware entered a Liquidation and Injunction Order With Bar Date, which ordered the liquidation of IIC and terminated all insurance policies or contracts of insurance issued by IIC. The 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 evaluate and defend against these claims and lawsuits. It is unknown at this time what effect this liability exposure will have on the Company. The Company filed the appropriate claims against IIC with the Receiver before the January 16, 2015 deadline. There can be no assurance, however, of any recovery from these claims. The Company’s new general liability coverage obtained from another insurer will cover any claims arising from actions after October 25, 2013. | ||
Settlement of lawsuits and other one-time costs include no settlements during the quarters ended December 31, 2014 and 2013 in settlements with claimants which were unpaid by our general liability insurance carrier. | ||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||
Segment Reporting Disclosure [Text Block] | 12 | SEGMENT INFORMATION | ||||||||||||
The Company is engaged in adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such segments based on management responsibility and the nature of the Company’s products, services and costs. There are no major distinctions in geographical areas served as all operations are in the United States. The Company measures segment profit (loss) as income (loss) from operations. Total assets are those assets controlled by each reportable segment. The other category below includes our media, Robust and internet divisions. | ||||||||||||||
Below is the financial information related to the Company’s segments: | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Business segment sales: | ||||||||||||||
Night clubs | $ | 31,933 | $ | 31,196 | $ | 62,995 | $ | 59,550 | ||||||
Bombshells | 4,813 | 1,379 | 9,721 | 2,083 | ||||||||||
Other | 664 | 295 | 1,181 | 660 | ||||||||||
$ | 37,410 | $ | 32,870 | $ | 73,897 | $ | 62,293 | |||||||
Business segment operating income: | ||||||||||||||
Night clubs | $ | 114 | $ | 9,644 | $ | 8,671 | $ | 17,618 | ||||||
Bombshells | 571 | -12 | 1,111 | -317 | ||||||||||
Other | -797 | -87 | -1,344 | -257 | ||||||||||
General corporate | -2,504 | -2,086 | -4,914 | -3,971 | ||||||||||
$ | -2,616 | $ | 7,459 | $ | 3,524 | $ | 13,073 | |||||||
Business segment capital expenditures: | ||||||||||||||
Night clubs | $ | 710 | $ | 813 | $ | 675 | $ | 4,365 | ||||||
Bombshells | 676 | 1,735 | 1,553 | 3,151 | ||||||||||
Other | 430 | - | 444 | - | ||||||||||
General Corporate | 91 | 37 | 197 | 682 | ||||||||||
$ | 1,907 | $ | 2,585 | $ | 2,869 | $ | 8,198 | |||||||
Business segment depreciation and amortization: | ||||||||||||||
Night clubs | $ | 763 | $ | 848 | $ | 1,584 | $ | 1,648 | ||||||
Bombshells | 221 | 41 | 274 | 53 | ||||||||||
Other | 305 | 4 | 510 | 10 | ||||||||||
General corporate | 597 | 620 | 1,163 | 1,195 | ||||||||||
$ | 1,886 | $ | 1,513 | $ | 3,531 | $ | 2,906 | |||||||
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 | ||||||||||||||
RESTRICTED_STOCK_ISSUANCE
RESTRICTED STOCK ISSUANCE | 6 Months Ended |
Mar. 31, 2015 | |
Restricted Assets Disclosure [Abstract] | |
Restricted Assets Disclosure [Text Block] | 13. RESTRICTED STOCK ISSUANCE |
In July 2014, the Company granted to an executive officer and an officer of a subsidiary an aggregate total of 96,325 shares of restricted stock. The total grant date fair value of all of these awards was $938,478 and vest in two years. Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the awardee terminates employment with the Company prior to the lapse of the restrictions. The fair value of such stock was determined using the closing price on the grant date and compensation expense is recorded over the applicable vesting periods. Forfeitures are recognized as a reversal of expense of any unvested amounts in the period incurred. Unamortized expense amounted to $620,519 at March 31, 2015. The compensation cost recognized for the six months ended March 31, 2015 was $240,024. | |
WARRANTS_ISSUED
WARRANTS ISSUED | 6 Months Ended | |||
Mar. 31, 2015 | ||||
Stockholders Equity Note [Abstract] | ||||
Stockholders Equity Note Disclosure [Text Block] | 14. WARRANTS ISSUED | |||
In February 2014, the Company issued warrants to acquire 100,000 shares of the Company’s common stock to a financial adviser. The exercise price of the warrants is $11.77. 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 GAAP, 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 | % | ||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 15. SUBSEQUENT EVENTS |
On May 4, 2015 a Company subsidiary purchased The Seville gentlemen’s club in Minneapolis Minnesota. As part of the transaction, another subsidiary also purchased the club’s real estate. Total consideration of $8.5 million consisted of $4.5 million for the assets of the club business and $4.0 million for the real estate. Payment was made through bank financing of $5.7 million at 5.5% interest, seller financing of $1.8 million at 6% and cash of $1.1 million. At this time, the Company has not allocated the purchase price to the acquired assets. | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Accounting | |||||||||||||
GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||||||
⋅ | Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||||
⋅ | Level 2 – Include other inputs that are directly or indirectly observable in the marketplace. | |||||||||||||
⋅ | Level 3 – Unobservable inputs which are supported by little or no market activity. | |||||||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||
The Company classifies its marketable securities as available-for-sale, which are reported at fair value. Unrealized holding gains and losses, net of the related income tax effect, if any, on available-for-sale securities are excluded from 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 March 31, 2015, 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 | $ | 104 | $ | 609 | ||||||||
The Company reviews its marketable securities to determine whether a decline in fair value of a security below the cost basis is other than temporary. Should the decline be considered other than temporary, the Company writes down the cost basis of the security and include the loss in current earnings as opposed to an unrealized holding loss. No losses were recognized during the quarter ended March 31, 2015. | ||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||
(in thousands) | Carrying | |||||||||||||
March 31, 2015 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 609 | $ | 609 | $ | - | $ | - | ||||||
(in thousands) | Carrying | |||||||||||||
September 30, 2014 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 555 | $ | 555 | $ | - | $ | - | ||||||
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) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 March 31, 2015, 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 | $ | 104 | $ | 609 | ||||||||
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 | |||||||||||||
March 31, 2015 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 609 | $ | 609 | $ | - | $ | - | ||||||
(in thousands) | Carrying | |||||||||||||
September 30, 2014 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||
Marketable securities | $ | 555 | $ | 555 | $ | - | $ | - | ||||||
STOCK_OPTIONS_AND_STOCKBASED_E1
STOCK OPTIONS AND STOCK-BASED EMPLOYEE COMPENSATION (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 six months ended March 31, 2015: | |||||||||||||
(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, 2014 | 10 | $ | 8.7 | |||||||||||
Granted | - | - | ||||||||||||
Cancelled or expired | - | - | ||||||||||||
Exercised | - | 8.7 | ||||||||||||
Outstanding as of March 31, 2015 | 10 | $ | 8.7 | 0.25 | $ | 17 | ||||||||
Options exercisable as of March 31, 2015 | 10 | $ | 8.7 | 0.25 | $ | 17 | ||||||||
GOODWILL_AND_OTHER_INTANGIBLES1
GOODWILL AND OTHER INTANGIBLES (Tables) | 6 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
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 six months ended March 31, 2015 and 2014: | |||||||||||||||||||
(in thousands) | 2015 | 2014 | ||||||||||||||||||
Definite-Lived Intangibles | Licenses | Goodwill | Definite-Lived Intangibles | Licenses | Goodwill | |||||||||||||||
Beginning balance | $ | 729 | $ | 53,968 | $ | 43,374 | $ | 1,065 | $ | 54,966 | $ | 43,987 | ||||||||
Intangibles acquired | 10,375 | 3,565 | - | - | - | - | ||||||||||||||
Impairment | - | -1,358 | - | - | - | - | ||||||||||||||
Other | -633 | 51 | -171 | 265 | - | |||||||||||||||
Ending balance | $ | 10,471 | $ | 56,175 | $ | 43,425 | $ | 894 | $ | 55,231 | $ | 43,987 | ||||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 6 Months Ended | |||
Mar. 31, 2015 | ||||
Debt Disclosure [Abstract] | ||||
Schedule Of Warrants Valuation Assumptions [Table Text Block] | The fair value of the warrants was estimated to be $105,318 in accordance with GAAP, 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) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 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 SIX MONTHS | |||||||||||||
ENDED MARCH 31, | ENDED MARCH 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Basic earnings per share: | ||||||||||||||
Net income (loss) attributable to RCIHH’s shareholders | $ | -2,841 | $ | 3,722 | $ | 519 | $ | 6,125 | ||||||
Average number of common shares outstanding | 10,275 | 9,661 | 10,269 | 9,604 | ||||||||||
Basic earnings (loss) per share - net income attributable to RCIHH’s shareholders | $ | -0.28 | $ | 0.39 | $ | 0.05 | $ | 0.64 | ||||||
Diluted earnings per share: | ||||||||||||||
Net income (loss) attributable to RCIHH’s shareholders | $ | -2,841 | $ | 3,722 | $ | 519 | $ | 6,125 | ||||||
Adustment. to net earnings from assumed conversion of debentures (1) | - | 250 | - | 490 | ||||||||||
Adjusted net income (loss) attributable to RCIHH’s shareholders | $ | -2,841 | $ | 3,972 | $ | 519 | $ | 6,615 | ||||||
Average number of common shares outstanding: | ||||||||||||||
Common shares outstanding | 10,275 | 9,661 | 10,269 | 9,604 | ||||||||||
Potential dilutive shares resulting from exercise of warrants and options (2) | - | 176 | 4 | 173 | ||||||||||
Potential dilutive shares resulting from conversion of debentures (3) | - | 1,016 | - | 986 | ||||||||||
Total average number of common shares outstanding used for dilution | 10,275 | 10,853 | 10,273 | 10,763 | ||||||||||
Diluted earnings (loss) per share - net income attributable to RCIHH’s shareholders | $ | -0.28 | $ | 0.37 | $ | 0.05 | $ | 0.62 | ||||||
(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 March 31, 2015 and 2014 totaling $6.0 million and $11.3 million, respectively, were convertible into common stock at a price of $10.00 to $12.50 per share each year. No potential dilutive shares for each of the three and six month periods ended March 31, 2014 have been excluded from earnings per share due to being anti-dilutive. During the three and six month periods ended March 31, 2015, 524,194 shares have been excluded from earnings per share due to being anti-dilutive each period. | ||||||||||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 6 Months Ended | ||||
Mar. 31, 2015 | |||||
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 and liabilities at the purchase date. | ||||
(in thousands) | |||||
Inventory and accounts receivable | $ | 501 | |||
Equipment, furniture and fixture | 356 | ||||
Definite-lived intangible | 10,275 | ||||
Accounts payable | -1,196 | ||||
Notes payable | -963 | ||||
Noncontrolling interest | -3,888 | ||||
Net assets | $ | 5,085 | |||
Robust [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) | |||||
Buildings and land | $ | 3,130 | |||
Furniture and fixtures | 20 | ||||
Inventory | 4 | ||||
SOB license | 3,566 | ||||
Noncompete | 100 | ||||
Net assets | $ | 6,820 | |||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 and six months ended March 31, as a result of the following: | |||||||||||||
For the Three Months | For the Six Months | |||||||||||||
Ended March 31, | Ended March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Computed expected tax expense | $ | -1,487 | $ | 1,894 | $ | 251 | $ | 3,145 | ||||||
State income taxes | 74 | 69 | 148 | 105 | ||||||||||
Permanent differences | -148 | -41 | 182 | -5 | ||||||||||
Income tax expense | $ | -1,265 | $ | 1,922 | $ | 581 | $ | 3,245 | ||||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Below is the financial information related to the Company’s segments: | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Business segment sales: | ||||||||||||||
Night clubs | $ | 31,933 | $ | 31,196 | $ | 62,995 | $ | 59,550 | ||||||
Bombshells | 4,813 | 1,379 | 9,721 | 2,083 | ||||||||||
Other | 664 | 295 | 1,181 | 660 | ||||||||||
$ | 37,410 | $ | 32,870 | $ | 73,897 | $ | 62,293 | |||||||
Business segment operating income: | ||||||||||||||
Night clubs | $ | 114 | $ | 9,644 | $ | 8,671 | $ | 17,618 | ||||||
Bombshells | 571 | -12 | 1,111 | -317 | ||||||||||
Other | -797 | -87 | -1,344 | -257 | ||||||||||
General corporate | -2,504 | -2,086 | -4,914 | -3,971 | ||||||||||
$ | -2,616 | $ | 7,459 | $ | 3,524 | $ | 13,073 | |||||||
Business segment capital expenditures: | ||||||||||||||
Night clubs | $ | 710 | $ | 813 | $ | 675 | $ | 4,365 | ||||||
Bombshells | 676 | 1,735 | 1,553 | 3,151 | ||||||||||
Other | 430 | - | 444 | - | ||||||||||
General Corporate | 91 | 37 | 197 | 682 | ||||||||||
$ | 1,907 | $ | 2,585 | $ | 2,869 | $ | 8,198 | |||||||
Business segment depreciation and amortization: | ||||||||||||||
Night clubs | $ | 763 | $ | 848 | $ | 1,584 | $ | 1,648 | ||||||
Bombshells | 221 | 41 | 274 | 53 | ||||||||||
Other | 305 | 4 | 510 | 10 | ||||||||||
General corporate | 597 | 620 | 1,163 | 1,195 | ||||||||||
$ | 1,886 | $ | 1,513 | $ | 3,531 | $ | 2,906 | |||||||
WARRANTS_ISSUED_Tables
WARRANTS ISSUED (Tables) | 6 Months Ended | |||
Mar. 31, 2015 | ||||
Stockholders Equity Note [Abstract] | ||||
Schedule of Stockholders Equity Note, Warrants or Rights [Table Text Block] | The fair value of the warrants, which was entirely charged to expense upon issuance, was estimated to be $147,683 in accordance GAAP, 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 $) | 6 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
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 Gains | 104 |
Available for Sale, Fair Value | $609 |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details 1) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Significant Accounting Policies [Line Items] | ||
Marketable securities | $609 | $555 |
Fair Value, Inputs, Level 1 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Marketable securities | 609 | 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 $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Significant Accounting Policies [Line Items] | ||
Marketable Securities, Realized Gain (Loss) | $0 | $0 |
STOCK_OPTIONS_AND_STOCKBASED_E2
STOCK OPTIONS AND STOCK-BASED EMPLOYEE COMPENSATION (Details) (USD $) | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding beginning | 10 |
Shares, Granted | 0 |
Shares, cancelled or Expired | 0 |
Shares, Exercised | 0 |
Shares, Outstanding ending | 10 |
Shares, Options exercisable as of March 31, 2015 | 10 |
Weighted Average Exercise Price, Outstanding beginning | $8.70 |
Weighted Average Exercise Price, Granted | $0 |
Weighted Average Exercise Price, cancelled or Expired | $0 |
Weighted Average Exercise Price, Exercised | $8.70 |
Weighted Average Exercise Price, Outstanding ending | $8.70 |
Weighted Average Exercise Price, Options exercisable as of March 31, 2015 | $8.70 |
Weighted Average Remaining Contractual Term, Outstanding (in years) | 3 months |
Weighted Average Remaining Contractual Term, Options exercisable (in years) | 3 months |
Aggregate Intrinsic Value , Outstanding | $17 |
Options exercisable, Aggregate Intrinsic Value as of March 31, 2015 | $17 |
STOCK_OPTIONS_AND_STOCKBASED_E3
STOCK OPTIONS AND STOCK-BASED EMPLOYEE COMPENSATION (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
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 | $120,012 | $150,605 | $240,024 | $153,527 |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 0 | |||
Share-based Compensation, Total | 120,000 | 151,000 | 240,000 | 154,000 |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Fair Value | 843,600 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 100,000 | |||
Share-based Compensation, Total | $0 | $0 |
GOODWILL_AND_OTHER_INTANGIBLES2
GOODWILL AND OTHER INTANGIBLES (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Definite-lived Intangible Assets [Line Items] | ||
Definite- Lived Intangibles, Beginning balance | $675 | $1,065 |
Definite- Lived Intangibles, Intangibles acquired | 10,375 | 0 |
Definite- Lived Intangibles, Impairment | 0 | 0 |
Definite- Lived Intangibles, Other | -633 | -171 |
Definite- Lived Intangibles, Ending balance | 10,471 | 894 |
Licenses, Beginning balance | 53,968 | 54,966 |
Licenses, Intangibles acquired | 3,565 | 0 |
Licenses, Impairment | -1,358 | 0 |
Licenses, Other | 265 | |
Licenses, Ending balance | 56,175 | 55,231 |
Goodwill, Beginning balance | 43,374 | 43,987 |
Goodwill, Intangibles acquired | 0 | 0 |
Goodwill, Imapairment | 0 | 0 |
Goodwill, Other | 51 | 0 |
Goodwill, Ending balance | $43,425 | $43,987 |
GOODWILL_AND_OTHER_INTANGIBLES3
GOODWILL AND OTHER INTANGIBLES (Details Textual) (Temptations Cabaret [Member], USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Temptations Cabaret [Member] | |
Goodwill And Intangible Assets [Line Items] | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $1.40 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (Warrants Outstanding 105,318 [Member]) | 6 Months Ended |
Mar. 31, 2015 | |
Warrants Outstanding 105,318 [Member] | |
Debt Instrument [Line Items] | |
Volatility | 28.40% |
Expected life (in years) | 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 | 1 Months Ended | 6 Months Ended | |||||
Jan. 13, 2015 | Oct. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Oct. 31, 2013 | Mar. 31, 2015 | Feb. 28, 2014 | 4-May-15 | |
Debt Instrument [Line Items] | ||||||||
Class Of Warrant Or Right Fair Value | 105,318 | $147,683 | ||||||
Debt Instrument, Convertible, Conversion Price | $12.50 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $12.50 | $11.77 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 72,400 | |||||||
Repayments of Debt | 4,525,000 | |||||||
Business Combination, Consideration Transferred | 6,800,000 | |||||||
Sale of Stock, Consideration Received on Transaction | 1,000,000 | |||||||
Sale of Stock, Consideration Received Per Transaction | 1,400,000 | |||||||
Sale of Stock, Nature of Consideration Received Per Transaction | seller financing at 6% annual interest, with the balance provided by commercial bank financing at a variable interest rate equal to the prime rate plus 2%, but in no event less than 6.5% | |||||||
Warrant Expiration Date | 15-Oct-16 | |||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 9.00% | |||||||
Debt Conversion, Converted Instrument, Expiration or Due Date | 15-Apr-14 | |||||||
Debt Instrument, Annual Principal Payment | 452,500 | |||||||
Shares Issued, Price Per Share | $16.25 | |||||||
Convertible Debenture [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||
Debt Instrument, Term | 3 years | |||||||
Proceeds from Convertible Debt | 4,525,000 | |||||||
Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loans Payable | 1,100,000 | |||||||
Aircraft [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.45% | |||||||
Debt Instrument, Periodic Payment | 40,654 | |||||||
Closing Price Of Common Stock | $16.25 | |||||||
Notes Issued | 3,600,000 | |||||||
Fair Value of Assets Acquired | 4,300,000 | |||||||
Individual Counterparty [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 13.00% | |||||||
Proceeds from Issuance of Unsecured Debt | 2,500,000 | |||||||
Debt Instrument, Periodic Payment | 13,215 | |||||||
Debt Instrument, Term | 10 years | 36 months | ||||||
Loans Payable | 1,000,000 | |||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||
Real Estate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |||||||
Debt Instrument, Periodic Payment | 13,270 | |||||||
Debt Instrument, Term | 10 years | |||||||
Long-term Debt, Gross | 2,100,000 | |||||||
Loans Payable to Bank, Noncurrent | 2,000,000 | |||||||
Business Combination, Consideration Transferred | 3,300,000 | |||||||
Area of Land | 3.5 | |||||||
Club Business [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Business Combination, Consideration Transferred | 3,500,000 | |||||||
Lender [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loans Payable | 2,000,000 | |||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||
Adviser [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan Origination Cost | $271,500 |
COMMON_STOCK_Details_Textual
COMMON STOCK (Details Textual) (USD $) | 6 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued | 177,018 | 113,750 | |
Stock Repurchased and Retired During Period, Shares | 192,427 | ||
Stock Repurchased and Retired During Period, Value | $1.90 | ||
Debt Conversion, Original Debt, Amount | $1.80 | ||
Drink Robust, Inc [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 200,000 |
EARNINGS_PER_SHARE_EPS_Details
EARNINGS PER SHARE (EPS) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | ||||
Basic earnings per share: | ||||||||
Net income (loss) attributable to RCIHH’s shareholders | ($2,841) | $3,722 | $519 | $6,125 | ||||
Average number of common shares outstanding | 10,275 | 9,661 | 10,269 | 9,604 | ||||
Basic earnings (loss) per share - net income attributable to RCIHH’s shareholders | ($0.28) | $0.39 | $0.05 | $0.64 | ||||
Diluted earnings per share: | ||||||||
Net income (loss) attributable to RCIHH’s shareholders | -2,841 | 3,722 | 519 | 6,125 | ||||
Adjustment. to net earnings from assumed conversion of debentures | 0 | [1] | 250 | [1] | 0 | [1] | 490 | [1] |
Adjusted net income (loss) attributable to RCIHH’s shareholders | ($2,841) | $3,972 | $519 | $6,615 | ||||
Average number of common shares outstanding: | ||||||||
Common shares outstanding | 10,275 | 9,661 | 10,269 | 9,604 | ||||
Potential dilutive shares resulting from exercise of warrants and options | 0 | [2] | 176 | [2] | 4 | [2] | 173 | [2] |
Potential dilutive shares resulting from conversion of debentures | 0 | [3] | 1,016 | [3] | 0 | [3] | 986 | [3] |
Total average number of common shares outstanding used for dilution | 10,275 | 10,853 | 10,273 | 10,763 | ||||
Diluted earnings (loss) per share - net income attributable to RCIHH’s shareholders | ($0.28) | $0.37 | $0.05 | $0.62 | ||||
[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 March 31, 2015 and 2014 totaling $5.9 million and $11.3 million, respectively, were convertible into common stock at a price of $10.00 to $12.50 per share each year. No potential dilutive shares for each of the three and six month periods ended March 31, 2014 have been excluded from earnings per share due to being anti-dilutive. During the three and six month periods ended March 31, 2015, 524,124 shares have been excluded from earnings per share due to being anti-dilutive each period. |
EARNINGS_PER_SHARE_EPS_Details1
EARNINGS PER SHARE (EPS) (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 | Oct. 15, 2013 | Mar. 31, 2014 |
Earnings Per Share [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $12.50 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 524,194 | 524,194 | ||
Convertible Debenture [Member] | ||||
Earnings Per Share [Line Items] | ||||
Convertible Debt | 6 | 6 | $11.30 | |
Maximum [Member] | Convertible Debenture [Member] | ||||
Earnings Per Share [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | 12.5 | 12.5 | ||
Minimum [Member] | Convertible Debenture [Member] | ||||
Earnings Per Share [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | 10 | 10 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (Robust [Member], USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Robust [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Inventory and accounts receivable | $501 |
Equipment, furniture and fixture | 356 |
Definite-lived intangible | 10,275 |
Accounts payable | -1,196 |
Notes payable | -963 |
Noncontrolling interest | -3,888 |
Net assets | $5,085 |
ACQUISITIONS_Details_1
ACQUISITIONS (Details 1) (Texas Saloon Gentlemen’s Club [Member], USD $) | Jan. 13, 2015 |
In Thousands, unless otherwise specified | |
Texas Saloon Gentlemen’s Club [Member] | |
Business Acquisition [Line Items] | |
Buildings and land | $3,130 |
Furniture and fixtures | 20 |
Inventory | 4 |
SOB license | 3,566 |
Noncompete | 100 |
Net assets | $6,820 |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | ||
Jan. 13, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Oct. 30, 2014 | |
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $6,800,000 | |||||
Sale of Stock, Consideration Received on Transaction | 1,000,000 | |||||
Sale of Stock, Consideration Received Per Transaction | 1,400,000 | |||||
Sale of Stock, Nature of Consideration Received Per Transaction | seller financing at 6% annual interest, with the balance provided by commercial bank financing at a variable interest rate equal to the prime rate plus 2%, but in no event less than 6.5% | |||||
Net Income (Loss) Attributable to Parent, Total | -2,841,000 | 3,722,000 | 519,000 | 6,125,000 | ||
Real Estate [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 3,300,000 | |||||
Area of Land | 3.5 | |||||
Club Business [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 3,500,000 | |||||
Robust [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | 577,000 | |||||
Percentage On Investment | 15.00% | |||||
Robust Energy LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | 200,000 | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 51.00% | |||||
Business Combination, Consideration Transferred | 5,000,000 | |||||
Net Income (Loss) Attributable to Parent, Total | 1,000,000 | |||||
Robust Energy LLC [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 50,000 | |||||
Robust Energy LLC [Member] | Restricted Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $200,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Income Taxes [Line Items] | ||||
Computed expected tax expense | ($1,487) | $1,894 | $251 | $3,145 |
State income taxes | 74 | 69 | 148 | 105 |
Permanent differences | -148 | -41 | 182 | -5 |
Income tax expense | ($1,265) | $1,922 | $581 | $3,245 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 |
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Deferred Tax Liabilities, Net | $17.20 | $17.20 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 6 Months Ended | 15 Months Ended | |||
Apr. 01, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2009 | Jan. 01, 2008 | |
Commitments And Contingencies [Line Items] | |||||
Club Surcharges | $5 | ||||
Patron Tax Paid in Excess | $2,000,000 | ||||
Accrued Liabilities | 17,100,000 | ||||
Patron Tax Expense | 805,000 | 866,000 | |||
Loss Contingency, Range of Possible Loss, Maximum | 15,000,000 | ||||
Loss Contingency Accrual, Payments | 1,833,333 | ||||
Loss Contingency Accrual | $10,300,000 | ||||
Percentage of Costs of Litigation | 100.00% |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Segment information line items [Line Items] | ||||
Sales | $37,410 | $32,870 | $73,897 | $62,293 |
Operating income | -2,616 | 7,459 | 3,524 | 13,073 |
Depreciation and Amortization | 1,886 | 1,513 | 3,531 | 2,906 |
Business Segment [Member] | ||||
Segment information line items [Line Items] | ||||
Sales | 37,410 | 32,870 | 73,897 | 62,293 |
Operating income | -2,616 | 7,459 | 3,524 | 13,073 |
Capital Expenditures | 1,907 | 2,585 | 2,869 | 8,198 |
Depreciation and Amortization | 1,886 | 1,513 | 3,531 | 2,906 |
Nightclubs [Member] | Business Segment [Member] | ||||
Segment information line items [Line Items] | ||||
Sales | 31,933 | 31,196 | 62,995 | 59,550 |
Operating income | 114 | 9,644 | 8,671 | 17,618 |
Capital Expenditures | 710 | 813 | 675 | 4,365 |
Depreciation and Amortization | 763 | 848 | 1,584 | 1,648 |
Bombshells [Member] | Business Segment [Member] | ||||
Segment information line items [Line Items] | ||||
Sales | 4,813 | 1,379 | 9,721 | 2,083 |
Operating income | 571 | -12 | 1,111 | -317 |
Capital Expenditures | 676 | 1,735 | 1,553 | 3,151 |
Depreciation and Amortization | 221 | 41 | 274 | 53 |
Other [Member] | Business Segment [Member] | ||||
Segment information line items [Line Items] | ||||
Sales | 664 | 295 | 1,181 | 660 |
Operating income | -797 | -87 | -1,344 | -257 |
Capital Expenditures | 430 | 0 | 444 | 0 |
Depreciation and Amortization | 305 | 4 | 510 | 10 |
General Corporate [Member] | Business Segment [Member] | ||||
Segment information line items [Line Items] | ||||
Operating income | -2,504 | -2,086 | -4,914 | -3,971 |
Capital Expenditures | 91 | 37 | 197 | 682 |
Depreciation and Amortization | $597 | $620 | $1,163 | $1,195 |
RESTRICTED_STOCK_ISSUANCE_Deta
RESTRICTED STOCK ISSUANCE (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended |
Jul. 31, 2014 | Mar. 31, 2015 | |
Restricted Assets Disclosure [Line Items] | ||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 96,325 | |
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $938,478 | |
Unamortized Restricted Stock Issuance Cost | 620,519 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $240,024 | |
Restricted Stock [Member] | ||
Restricted Assets Disclosure [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years |
WARRANTS_ISSUED_Details
WARRANTS ISSUED (Details) (Warrants Outstanding 147,683 [Member]) | 1 Months Ended |
Feb. 28, 2014 | |
Warrants Outstanding 147,683 [Member] | |
Class of Warrant or Right [Line Items] | |
Volatility | 31.50% |
Expected life (in years) | 1 year |
Expected dividend yield | 0.00% |
Risk free rate | 0.12% |
WARRANTS_ISSUED_Details_Textua
WARRANTS ISSUED (Details Textual) (USD $) | Mar. 31, 2015 | Feb. 28, 2014 | Oct. 15, 2013 |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $11.77 | $12.50 | |
Class Of Warrant Or Right Fair Value | $105,318 | $147,683 | |
Warrants Issued | 100,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jan. 13, 2015 | 4-May-15 |
Subsequent Event [Line Items] | ||
Business Combination, Consideration Transferred | $6.80 | |
Club Business [Member] | ||
Subsequent Event [Line Items] | ||
Business Combination, Consideration Transferred | 3.5 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Loans Payable | 1.1 | |
Subsequent Event [Member] | Seville Club of Minneapolis [Member] | ||
Subsequent Event [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 4.5 | |
Business Combination, Consideration Transferred | 8.5 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4 | |
Subsequent Event [Member] | Seville Club of Minneapolis [Member] | Bank Financing [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |
Business Combination, Consideration Transferred, Liabilities Incurred | 5.7 | |
Subsequent Event [Member] | Seville Club of Minneapolis [Member] | Seller Financing [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Business Combination, Consideration Transferred, Liabilities Incurred | $1.80 |