Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Feb. 01, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | RCI HOSPITALITY HOLDINGS, INC. | |
Entity Central Index Key | 935,419 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 9,690,500 | |
Trading Symbol | RICK | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 9,387 | $ 17,726 |
Accounts receivable, net | 5,583 | 7,320 |
Inventories | 2,578 | 2,353 |
Prepaid insurance | 3,603 | 4,910 |
Other current assets | 1,560 | 1,591 |
Assets held for sale | 2,356 | 2,902 |
Total current assets | 25,067 | 36,802 |
Property and equipment, net | 187,502 | 172,403 |
Notes receivable | 3,467 | 2,874 |
Goodwill | 54,731 | 43,591 |
Intangibles, net | 77,289 | 71,532 |
Other assets | 1,466 | 2,530 |
Total assets | 349,522 | 329,732 |
Current liabilities | ||
Accounts payable | 2,357 | 2,825 |
Accrued liabilities | 11,940 | 11,973 |
Current portion of long-term debt | 14,898 | 19,047 |
Total current liabilities | 29,195 | 33,845 |
Deferred tax liability, net | 21,473 | 19,552 |
Long-term debt, net of current portion | 138,197 | 121,580 |
Other long-term liabilities | 1,567 | 1,423 |
Total liabilities | 190,432 | 176,400 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity | ||
Preferred stock, $0.10 par value per share; 1,000 shares authorized; none issued and outstanding | ||
Common stock, $0.01 par value per share; 20,000 shares authorized; 9,705 and 9,719 shares issued and outstanding as of December 31, 2018 and September 30, 2018, respectively | 97 | 97 |
Additional paid-in capital | 63,857 | 64,212 |
Retained earnings | 95,179 | 88,906 |
Accumulated other comprehensive income | 220 | |
Total RCIHH stockholders' equity | 159,133 | 153,435 |
Noncontrolling interests | (43) | (103) |
Total stockholders' equity | 159,090 | 153,332 |
Total liabilities and stockholders' equity | $ 349,522 | $ 329,732 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 9,705,000 | 9,719,000 |
Common stock, shares outstanding | 9,705,000 | 9,719,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Total revenues | $ 44,023 | $ 41,212 |
Cost of goods sold | ||
Total cost of goods sold (exclusive of items shown separately below) | 5,812 | 5,885 |
Salaries and wages | 12,096 | 11,377 |
Selling, general and administrative | 14,027 | 12,812 |
Depreciation and amortization | 2,053 | 1,909 |
Other charges (gains), net | (1,097) | 89 |
Total operating expenses | 32,891 | 32,072 |
Income from operations | 11,132 | 9,140 |
Other income (expenses) | ||
Interest expense | (2,521) | (3,079) |
Interest income | 51 | 67 |
Non-operating loss | (447) | |
Income before income taxes | 8,215 | 6,128 |
Income tax expense (benefit) | 1,811 | (8,227) |
Net income | 6,404 | 14,355 |
Net income attributable to noncontrolling interests | (60) | (44) |
Net income attributable to RCIHH common shareholders | $ 6,344 | $ 14,311 |
Earnings per share | ||
Basic | $ 0.65 | $ 1.47 |
Diluted | $ 0.65 | $ 1.47 |
Weighted average number of common shares outstanding | ||
Basic | 9,713,000 | 9,719,000 |
Diluted | 9,713,000 | 9,719,000 |
Dividends per share | $ 0.03 | $ 0.03 |
Sales of Alcoholic Beverages [Member] | ||
Revenues | ||
Total revenues | $ 18,310 | $ 17,805 |
Cost of goods sold | ||
Total cost of goods sold (exclusive of items shown separately below) | 3,736 | 3,755 |
Sales of Food and Merchandise [Member] | ||
Revenues | ||
Total revenues | 5,690 | 5,307 |
Cost of goods sold | ||
Total cost of goods sold (exclusive of items shown separately below) | 1,984 | 2,094 |
Service Revenues [Member] | ||
Revenues | ||
Total revenues | 17,331 | 15,889 |
Other [Member] | ||
Revenues | ||
Total revenues | 2,692 | 2,211 |
Service and Other [Member] | ||
Cost of goods sold | ||
Total cost of goods sold (exclusive of items shown separately below) | $ 92 | $ 36 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 6,404 | $ 14,355 | $ 20,960 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 2,053 | 1,909 | |
Deferred tax expense (credit) | 458 | (9,697) | |
Loss (gain) on sale of assets | (1,176) | 140 | |
Unrealized loss on equity securities | 447 | ||
Amortization of debt discount and issuance costs | 95 | 324 | |
Deferred rent | 142 | 75 | |
Gain on insurance settlements | (20) | ||
Debt prepayment penalty | 543 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,723 | (926) | |
Inventories | (163) | (270) | |
Prepaid expenses and other assets | 1,939 | 1,044 | |
Accounts payable and accrued liabilities | (470) | 668 | |
Net cash provided by operating activities | 11,452 | 8,145 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from sale of assets | 1,245 | 632 | |
Proceeds from insurance | 20 | ||
Proceeds from notes receivable | 32 | 28 | |
Additions to property and equipment | (7,295) | (2,769) | |
Acquisition of businesses, net of cash acquired | (13,500) | ||
Net cash used in investing activities | (19,518) | (2,089) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from long-term debt | 5,652 | 58,920 | |
Payments on long-term debt | (5,279) | (61,256) | |
Debt prepayment penalty | (543) | ||
Purchase of treasury stock | (355) | ||
Payment of dividends | (291) | (292) | |
Payment of loan origination costs | (799) | ||
Distribution to noncontrolling interests | (54) | ||
Net cash used in financing activities | (273) | (4,024) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (8,339) | 2,032 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 17,726 | 9,922 | 9,922 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 9,387 | 11,954 | $ 17,726 |
CASH PAID DURING PERIOD FOR: | |||
Interest, net of amounts capitalized | 2,345 | 2,890 | |
Income taxes | 243 | 157 | |
Non-cash and other transactions: | |||
Borrowings from certain investors | 2,350 | ||
Exchange of notes payable one principal balance | 300 | ||
Exchange of notes payable two principal balance | 100 | ||
Amount of new notes payable one | 450 | ||
Amount of new notes payable two | 200 | ||
Entire transaction cash received | 1,950 | ||
Total acquisiton price of two clubs acquired | 25,500 | ||
Payment of two clubs acquired | 13,500 | ||
Total amount of executing three-seller financed notes | 12,000 | ||
Refinanced long-term debt | 81,200 | ||
New note and repaid worth of debt | 18,700 | ||
Borrowed from lender to purchase an aircraft | $ 7,100 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The September 30, 2018 consolidated balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended September 30, 2018 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on December 31, 2018. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2019. |
Recent Accounting Standards and
Recent Accounting Standards and Pronouncements | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards and Pronouncements | 2. Recent Accounting Standards and Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Income Statement—Reporting Comprehensive Income In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Revision of Prior Year Immateri
Revision of Prior Year Immaterial Misstatement | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Year Immaterial Misstatement | Note 3. Revision of Prior Year Immaterial Misstatement During the quarter ended December 31, 2018, the Company identified certain mechanical errors in our goodwill impairment analysis that was performed for our annual impairment testing for fiscal year ended September 30, 2018. These errors related to the use of an incorrect income tax rate assumption and the exclusion of certain debt service payments as part of our goodwill impairment testing for two of our reporting units, which resulted in a goodwill impairment charge of $834,000. The Company assessed the materiality of these errors considering both qualitative and quantitative factors and determined that for both the quarter and fiscal year ended September 30, 2018, the errors were immaterial. The Company has decided to correct these immaterial errors as revisions to our previously issued financial statements and will adjust the Form 10-K when filed in succeeding periods of this fiscal year. The tables below present the impact of the revision in the Company’s consolidated financial statements (in thousands): Fiscal Year Ended September 30, 2018 As Previously Reported Adjustments As Revised Statement of Income/Comprehensive Income: Other charges, net $ 8,350 $ 834 $ 9,184 Total operating expenses 137,352 834 138,186 Income from operations 28,396 (834 ) 27,562 Income before income taxes 18,676 (834 ) 17,842 Net income 21,794 (834 ) 20,960 Net income attributable to RCIHH common shareholders 21,713 (834 ) 20,879 Earnings per share - basic $ 2.23 $ (0.08 ) $ 2.15 Earnings per share - diluted $ 2.23 $ (0.08 ) $ 2.15 Comprehensive income $ 22,014 $ (834 ) $ 21,180 Comprehensive income attributable to RCI Hospitality Holdings, Inc. 21,933 (834 ) 21,099 September 30, 2018 As Previously Reported Adjustment As Revised Balance Sheet/Statement of Changes in Stockholders’ Equity Goodwill $ 44,425 $ (834 ) $ 43,591 Total assets 330,566 (834 ) 329,732 Retained earnings 89,740 (834 ) 88,906 Total RCIHH stockholders’ equity 154,269 (834 ) 153,435 Total stockholders’ equity 154,166 (834 ) 153,332 Total liabilities and stockholders’ equity 330,566 (834 ) 329,732 The table below presents the impact of the revision in the Company’s notes to its consolidated financial statements related to unaudited quarterly results of operations (in thousands): Quarter Ended September 30, 2018 As Previously Reported Adjustment As Revised Income from operations $ 1,533 $ (834 ) $ 699 Net loss attributable to RCIHH common shareholders (2,672 ) (834 ) (3,506 ) Loss per share - basic $ (0.27 ) $ (0.09 ) $ (0.36 ) Loss per share - diluted $ (0.27 ) $ (0.09 ) $ (0.36 ) The consolidated statements of cash flows are not presented because there is no impact on total cash flows from operating activities, investing activities and financing activities. Certain components of net cash provided by operating activities changed, as caused by the revision, but the net change amounted to zero for both quarter and fiscal year ended September 30, 2018. |
Revenues
Revenues | 3 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 4. Revenues On October 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers Commission revenues, such as ATM commission, are recognized when the basis for such commission has transpired. Revenues from the sale of magazines and advertising content are recognized when the issue is published and shipped. Revenues and external expenses related to the Company’s annual Expo convention are recognized upon the completion of the convention, which normally occurs during our fiscal fourth quarter. Other rental revenues are recognized when earned (recognized over time) and are more appropriately covered by guidance under ASC Topic 840, Leases Revenues, as disaggregated by revenue type, timing of recognition, and reportable segment (see Note 11), are shown below. Nightclubs Bombshells Other Quarter ended December 31, 2018: Sales of alcoholic beverages $ 14,802 $ 3,508 $ - Sales of food and merchandise 3,207 2,483 - Service revenues 17,313 18 - Other revenues 2,406 4 282 $ 37,728 $ 6,013 $ 282 Recognized at a point in time $ 37,392 $ 6,013 $ 267 Recognized over time $ 336 * $ - $ 15 Quarter ended December 31, 2017: Sales of alcoholic beverages $ 14,125 $ 3,680 $ - Sales of food and merchandise 3,162 2,145 - Service revenues 15,889 - - Other revenues 2,042 3 166 $ 35,218 $ 5,828 $ 166 Recognized at a point in time $ 34,927 $ 5,828 $ 145 Recognized over time $ 291 * $ - $ 21 * Rental revenue (included in Other Revenues) as covered by ASC Topic 840. All other revenues are covered by ASC Topic 606. The Company does not have contract assets with customers. The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net in our consolidated balance sheet. A reconciliation of contract liabilities with customers is presented below: Balance at September 30, 2018 Consideration Received Recognized in Revenue Balance at December 31, 2018 Ad revenue $ 126 $ 274 $ (181 ) $ 219 Expo revenue - 201 - 201 Other 8 1 - 9 $ 134 $ 476 $ (181 ) $ 429 Contract liabilities with customers are included in accrued liabilities as unearned revenues in our consolidated balance sheets (see also Note 5), while the revenues associated with these contract liabilities are included in other revenues in our consolidated statements of income. |
Selected Account Information
Selected Account Information | 3 Months Ended |
Dec. 31, 2018 | |
Selected Account Information | |
Selected Account Information | 5. Selected Account Information The components of accrued liabilities are as follows (in thousands): December 31, 2018 September 30, 2018 Insurance $ 2,627 $ 3,807 Payroll and related costs 2,584 2,293 Property taxes 2,058 1,796 Sales and liquor taxes 1,959 1,883 Patron tax 640 532 Unearned revenues 429 134 Other 1,643 1,528 $ 11,940 $ 11,973 The components of selling, general and administrative expenses are as follows (in thousands): For the Three Months Ended December 31, 2018 2017 Taxes and permits $ 2,181 $ 2,166 Advertising and marketing 2,148 1,965 Supplies and services 1,456 1,368 Insurance 1,353 1,259 Legal 1,058 377 Rent 1,019 940 Charge card fees 933 887 Utilities 744 695 Security 709 638 Accounting and professional fees 650 886 Repairs and maintenance 587 570 Other 1,189 1,061 $ 14,027 $ 12,812 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. Long-Term Debt On November 1, 2018, the Company raised $2.35 million through the issuance of 12% unsecured promissory notes to certain investors, which notes mature on November 1, 2021. The notes pay interest-only in equal monthly installments, with a lump sum principal payment at maturity. Among the promissory notes are two notes with a principal of $450,000 and $200,000. The $450,000 note was in exchange for a $300,000 12% note and the $200,000 note was in exchange for a $100,000 note, both of which were included in the May 1, 2017 financing to acquire Scarlett’s Cabaret in Miami. Also included in the $2.35 million borrowing is a $500,000 note borrowed from a related party (see Note 13). On December 6, 2018, the Company amended the $5.0 million short-term note payable related to the Scarlett’s acquisition, which had a remaining balance of $3.0 million as of December 6, 2018, extending the maturity date from May 8, 2019, as previously amended, to May 8, 2020. On December 11, 2018, the Company purchased an aircraft for $2.8 million with a $554,000 down payment and financed the remaining $2.2 million with a 5.49% promissory note payable in 20 years with monthly payments of $15,118, including interest. As of December 31, 2018, the Company is in compliance with all its debt covenants. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity During the quarter ended December 31, 2018, the Company purchased and retired 14,111 common shares at a cost of approximately $355,000. The Company paid a $0.03 per share cash dividend totaling approximately $291,000. During the quarter ended December 31, 2017, the Company did not purchase shares of its common stock. The Company also paid a $0.03 per share cash dividend totaling approximately $292,000. On January 2, 2019, the Company’s Board of Directors authorized an additional $10.0 million to repurchase the Company’s common stock. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 31, 2018 | |
Earnings per share | |
Earnings Per Share | 8. Earnings Per Share Basic earnings per share (“EPS”) includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potential common stock shares consist of shares that may arise from outstanding dilutive common restricted stock, stock options and warrants (the number of which is computed using the “treasury stock method”) and from outstanding convertible debentures (the number of which is computed using the “if converted method”). Diluted EPS considers the potential dilution that could occur if the Company’s outstanding common restricted stock, stock options, warrants and convertible debentures were converted into common stock that then shared in the Company’s earnings (as adjusted for interest expense that would no longer occur if the debentures were converted). During the quarter ended December 31, 2018 and 2017, the Company did not have adjustment items to reconcile the numerator and the denominator in the calculation of basic and diluted EPS. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Income taxes were an expense of $1.8 million in the first quarter of 2019 compared to a benefit of $8.2 million in the first quarter of 2018. The effective income tax rate for the first quarter of 2019 was an expense of 22.0% compared to a benefit of 134.3% for the first quarter of 2018. Our effective tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years while the first quarter of 2018 was significantly impacted by a $9.7 million reduction of our deferred tax liability caused by newly enacted tax laws. The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017, and includes, among other items, a reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018. Our federal corporate income tax rate for fiscal 2018 was 24.5% percent and represents a blended income tax rate for our fiscal year ended September 30, 2018. For fiscal 2019, our federal corporate income tax rate will be 21%. Additionally, for the fiscal year ended September 30, 2018, in accordance with FASB ASC Topic 740, we remeasured our deferred tax balances to reflect the reduced rate that will apply when these deferred taxes are settled or realized in future periods. The remeasurement resulted in a $8.7 million full year adjustment of our net deferred tax liabilities reflected in our consolidated balance sheet as of September 30, 2018 and a corresponding income tax benefit reflected in our consolidated statements of earnings for the fiscal year ended September 30, 2018. The SEC staff issued Staff Accounting Bulletin No. 118 which allows companies to record provisional amounts during a measurement period that is similar to the measurement period used when accounting for business combinations. While we are able to make a reasonable estimate of the impacts of the Tax Act, adjustments may occur and may be affected by other factors, including, but not limited to, further refinement of our calculations, changes in interpretations and assumptions and regulatory changes from the Internal Revenue Service, the SEC, the FASB, and various tax jurisdictions. Under generally accepted accounting principles, the Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. At September 30, 2017, the Company’s deferred tax assets and liabilities were determined based on the then-current enacted federal tax rate of 35%. As a result of the reduction in the corporate income tax rate under the Tax Act, the Company revalued its deferred tax assets and liabilities at December 31, 2017. Deferred tax assets and liabilities expected to be realized in fiscal year 2018 were re-measured using the aforementioned blended rate. All remaining deferred tax assets and liabilities were re-measured using the new statutory federal rate of 21%. There were no additional measurement adjustments since September 30, 2018 until the end of the measurement period on December 22. 2018. The Company or one of its subsidiaries files income tax returns for U.S. federal jurisdiction and various states. Fiscal year ended September 30, 2016 remains open to tax examination. The Company’s federal income tax returns for the years ended September 30, 2015, 2014 and 2013 have been examined by the Internal Revenue Service with no changes. These years are now under examination for payroll taxes. The Company is also being examined for state income taxes, the settlement of which may occur within the next twelve months. The Company accounts for uncertain tax positions pursuant to ASC Topic 740, Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Legal Matters Texas Patron Tax In 2015, the Company reached a settlement with the State of Texas over the payment of the state’s Patron Tax on adult club customers. To resolve the issue of taxes owed, the Company agreed to pay $10.0 million in equal monthly installments of $119,000, without interest, over 84 months, beginning in June 2015, for all but two non-settled locations. The Company agreed to remit the Patron Tax on a monthly basis, based on the current rate of $5 per customer. For accounting purposes, the Company has discounted the $10.0 million at an imputed interest rate of 9.6%, establishing a net present value for the settlement of $7.2 million. As a consequence, the Company has recorded an $8.2 million pre-tax gain for the third quarter ending June 30, 2015, representing the difference between the $7.2 million and the amount previously accrued for the tax. In March 2017, the Company settled with the State of Texas for one of the two remaining unsettled Patron Tax locations. To resolve the issue of taxes owed, the Company agreed to pay a total of $687,815 with $195,815 paid at the time the settlement agreement was executed followed by 60 equal monthly installments of $8,200 without interest. The aggregate balance of Patron Tax settlement liability, which is included in long-term debt in the consolidated balance sheets, amounted to $4.2 million and $4.5 million as of December 31, 2018 and September 30, 2018, respectively. A Declaratory judgment action was brought by five operating subsidiaries of the Company to challenge a Texas Comptroller administrative rule related to the $5 per customer Patron Tax Fee assessed against Sexually Oriented Businesses. An administrative rule attempted to expand the fee to cover venues featuring dancers using latex cover as well as traditional nude entertainment. The administrative rule was challenged on both constitutional and statutory grounds. On November 19, 2018, the Court issued an order that a key aspect of the administrative rule is invalid based on it exceeding the scope of the Comptroller’s authority. Constitutional challenges remain and will be resolved at trial. Indemnity Insurance Corporation As previously reported, the Company and its subsidiaries were insured under a liability policy issued by Indemnity Insurance Corporation, RRG (“IIC”) through October 25, 2013. The Company and its subsidiaries changed insurance companies on that date. On November 7, 2013, the Court of Chancery of the State of Delaware entered a Rehabilitation and Injunction Order (“Rehabilitation Order”), which declared IIC impaired, insolvent and in an unsafe condition and placed IIC under the supervision of the Insurance Commissioner of the State of Delaware (“Commissioner”) in her capacity as receiver (“Receiver”). The Rehabilitation Order empowered the Commissioner to rehabilitate IIC through a variety of means, including gathering assets and marshaling those assets as necessary. Further, the order stayed or abated pending lawsuits involving IIC as the insurer until May 6, 2014. On April 10, 2014, the Court of Chancery of the State of Delaware entered a Liquidation and Injunction Order With Bar Date (“Liquidation Order”), which ordered the liquidation of IIC and terminated all insurance policies or contracts of insurance issued by IIC. The Liquidation Order further ordered that all claims against IIC must be filed with the Receiver before the close of business on January 16, 2015 and that all pending lawsuits involving IIC as the insurer are further stayed or abated until October 7, 2014. As a result, the Company and its subsidiaries no longer have insurance coverage under the liability policy with IIC. Currently, there are several civil lawsuits pending against the Company and its subsidiaries. The Company has retained counsel to defend against and evaluate these claims and lawsuits. We are funding 100% of the costs of litigation and will seek reimbursement from the bankruptcy receiver. The Company filed the appropriate claims against IIC with the Receiver before the January 16, 2015 deadline and has provided updates as requested; however, there are no assurances of any recovery from these claims. It is unknown at this time what effect this uncertainty will have on the Company. As previously stated, since October 25, 2013, the Company has obtained general liability coverage from other insurers, which have covered and/or will cover any claims arising from actions after that date. As of December 31, 2018, we have 2 unresolved claims out of the original 71 claims. General The Company has been sued by a landlord in the 333rd Judicial District Court of Harris County, Texas for a Houston Bombshells which was under renovation in 2015. The plaintiff alleges RCI Hospitality Holdings, Inc.’s subsidiary, BMB Dining Services (Willowbrook), Inc., breached a lease agreement by constructing an outdoor patio, which allegedly interfered with the common areas of the shopping center, and by failing to provide Plaintiff with proposed plans before beginning construction. Plaintiff also asserts RCI Hospitality Holdings, Inc. is liable as guarantor of the lease. The lease was for a Bombshells restaurant to be opened in the Willowbrook Shopping Center in Houston, Texas. Both RCI Hospitality Holdings, Inc. and BMB Dining Services (Willowbrook), Inc. have denied liability and assert that Plaintiff has failed to mitigate its claimed damages. Further, BMB Dining Services (Willowbrook), Inc. asserts that Plaintiff affirmatively represented that the patio could be constructed under the lease and has filed counter claims and third-party claims against Plaintiff and Plaintiff’s manager asserting that they committed fraud and that the landlord breached the applicable agreements. While the case was tried to a jury in late September 2018 and an adverse judgment was entered in January 2019, such judgment remains modifiable, substantial disputes remain related to the legal impact of the jury’s verdict, and the parties are currently engaged in motion practice to resolve their disputes. It is unknown at this time whether the resolution of this uncertainty will have a material effect on the Company’s financial condition. On June 23, 2014, Mark H. Dupray and Ashlee Dupray filed a lawsuit against Pedro Antonio Panameno and our subsidiary JAI Dining Services (Phoenix) Inc. (“JAI Phoenix”) in the Superior Court of Arizona for Maricopa County. The suit alleged that Mr. Panameno injured Mr. Dupray in a traffic accident after being served alcohol at an establishment operated by JAI Phoenix. The suit alleged that JAI Phoenix was liable under theories of common law dram shop negligence and dram shop negligence per se. After a jury trial proceeded to a verdict in favor of the plaintiffs against both defendants, in April 2017 the Court entered a judgment under which JAI Phoenix’s share of compensatory damages is approximately $1.4 million and its share of punitive damages is $4 million. In May 2017, JAI Phoenix filed a motion for judgment as a matter of law or, in the alternative, motion for new trial. The Court denied this motion in August 2017. In September 2017, JAI Phoenix filed a notice of appeal. In June 2018, the matter was heard by the Arizona Court of Appeals. On November 15, 2018 the Court of Appeals vacated the jury’s verdict and remanded the case to the trial court. It is anticipated that a new trial will occur at some point in the future. JAI Phoenix will continue to vigorously defend itself. Settlements of lawsuits for the quarters ended December 31, 2018 and 2017 total $60,000 and $27,000, respectively. As of December 31, 2018 or September 30, 2018, the Company has nothing accrued related to settlement of lawsuits. |
Segment Information
Segment Information | 3 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information The Company owns and operates adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such reportable segments based on management responsibility and the nature of the Company’s products, services, and costs. There are no major distinctions in geographical areas served as all operations are in the United States. The Company measures segment profit (loss) as income (loss) from operations. Segment assets are those assets controlled by each reportable segment. The Other category below includes our media and energy drink divisions that are not significant to the consolidated financial statements. Below is the financial information related to the Company’s segments (in thousands): For the Three Months Ended December 31, 2018 2017 Revenues Nightclubs $ 37,728 $ 35,218 Bombshells 6,013 5,828 Other 282 166 $ 44,023 $ 41,212 Income (loss) from operations Nightclubs $ 15,387 $ 13,371 Bombshells 119 891 Other (119 ) (137 ) General corporate (4,255 ) (4,985 ) $ 11,132 $ 9,140 Depreciation and amortization Nightclubs $ 1,507 $ 1,335 Bombshells 292 336 Other 104 2 General corporate 150 236 $ 2,053 $ 1,909 Capital expenditures Nightclubs $ 447 $ 450 Bombshells 4,009 2,228 Other 9 - General corporate 2,830 91 $ 7,295 $ 2,769 December 31, 2018 September 30, 2018 (As Revised) Total assets Nightclubs $ 269,313 $ 252,335 Bombshells 43,540 39,560 Other 2,144 1,978 General corporate 34,525 35,859 $ 349,522 $ 329,732 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. |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 12. Noncontrolling Interests Noncontrolling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Noncontrolling interests are reported in the consolidated balance sheets within equity, separately from stockholders’ equity. Revenue, expenses and net income attributable to both the Company and the noncontrolling interests are reported in the consolidated statements of income. Our consolidated financial statements include noncontrolling interests related principally to the Company’s ownership of 51% of an entity which owns one of the Company’s nightclubs in New York City. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Presently, our Chairman and President, Eric Langan, personally guarantees all of the commercial bank indebtedness of the Company. Mr. Langan receives no compensation or other direct financial benefit for any of the guarantees. Included in the $2.35 million borrowing on November 1, 2018 (see Note 6) was a $500,000 note borrowed from a related party. The terms of this related party note are similar to the rest of the lender group in the November 1, 2018 transaction. |
Acquisitions and Disposition
Acquisitions and Disposition | 3 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Disposition | 14. Acquisitions and Disposition In October 2018, the Company sold its nightclub in Philadelphia for a total sales price of $1.0 million, payable $375,000 in cash at closing and a $625,000 9% note payable over a 10-year period. The note is payable interest-only for twelve months at the conclusion of which time a balloon payment of $250,000 is due, and then the remainder of the principal and interest is payable in 108 equal installments of $5,078 per month until October 2028. The buyer will lease the property from the Company’s real estate subsidiary under the following terms: $36,000 per month lease payments for ten years; renewal option for a succeeding ten years at a minimum of $48,000 per month; lessee has option to purchase the property for $6.0 million during a term beginning November 2023 and expiring in October 2028. The Company recorded a gain on the sale transaction of approximately $879,000, which is included in other charges (gains), net in our consolidated statement of income during the quarter ended December 31, 2018. On November 1, 2018, a club in Chicago was acquired for a total consideration of $10.5 million with $6.0 million cash paid at closing, including acquisition-related costs, and the $4.5 million in a 6-year seller financed note with interest at 7%. The Company paid approximately $37,000 in acquisition-related costs for this transaction, which is included in selling, general and administrative expenses in our consolidated statement of income. The club generated revenue of approximately $742,000 since acquisition date. The following information summarizes the preliminary allocation of fair values assigned to the assets at acquisition date (in thousands): Land and building $ 4,325 Inventory 57 Furniture and equipment 50 Noncompete 100 SOB license 5,968 Goodwill 1,463 Deferred tax liability (1,463 ) Net assets $ 10,500 On November 5, 2018, a Pittsburgh club was acquired for a total consideration of $15.1 million, with $7.6 million cash paid at closing, including acquisition-related costs, and two seller notes payable. The first note is 2-year 7% note for $2.0 million, and the second is a 10-year 8% note for $5.5 million. The Company paid approximately $134,000 in acquisition-related costs for this transaction, which is included in selling, general and administrative expenses in our consolidated statement of income. The club generated revenue of approximately $892,000 since acquisition date. The following information summarizes the preliminary allocation of fair values assigned to the assets at acquisition date (in thousands): Land and building $ 5,000 Inventory 23 Furniture and equipment 200 Noncompete 100 Goodwill 9,677 Net assets $ 15,000 It is management’s expectation that the purchase price of these acquisitions will be allocated to assets, including land, buildings, inventory, noncompetes, SOB license, and goodwill; however, the final purchase price allocation of the two clubs remains subject to post-closing adjustments until the Company has completed final valuation and accounting for the transactions. Subsequent to the quarter ended December 31, 2018, the Company sold a held-for-sale property in Dallas, Texas for a total sales price of $1.4 million, payable $163,000 in cash at closing, net of closing costs and property taxes of $87,000, and a $1.15 million 8% note payable over a three-year period. The note is payable $9,619 per month, principal and interest, for the first 35 months with the remaining balance payable at maturity. The buyer has the option to extend the maturity date by one year at least 60 days prior to maturity, as long as the buyer is not in default. The Company recorded a preliminary gain on the sale transaction of approximately $383,000. |
Revision of Prior Year Immate_2
Revision of Prior Year Immaterial Misstatement (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Consolidated Financial Statements | The tables below present the impact of the revision in the Company’s consolidated financial statements (in thousands): Fiscal Year Ended September 30, 2018 As Previously Reported Adjustments As Revised Statement of Income/Comprehensive Income: Other charges, net $ 8,350 $ 834 $ 9,184 Total operating expenses 137,352 834 138,186 Income from operations 28,396 (834 ) 27,562 Income before income taxes 18,676 (834 ) 17,842 Net income 21,794 (834 ) 20,960 Net income attributable to RCIHH common shareholders 21,713 (834 ) 20,879 Earnings per share - basic $ 2.23 $ (0.08 ) $ 2.15 Earnings per share - diluted $ 2.23 $ (0.08 ) $ 2.15 Comprehensive income $ 22,014 $ (834 ) $ 21,180 Comprehensive income attributable to RCI Hospitality Holdings, Inc. 21,933 (834 ) 21,099 September 30, 2018 As Previously Reported Adjustment As Revised Balance Sheet/Statement of Changes in Stockholders’ Equity Goodwill $ 44,425 $ (834 ) $ 43,591 Total assets 330,566 (834 ) 329,732 Retained earnings 89,740 (834 ) 88,906 Total RCIHH stockholders’ equity 154,269 (834 ) 153,435 Total stockholders’ equity 154,166 (834 ) 153,332 Total liabilities and stockholders’ equity 330,566 (834 ) 329,732 The table below presents the impact of the revision in the Company’s notes to its consolidated financial statements related to unaudited quarterly results of operations (in thousands): Quarter Ended September 30, 2018 As Previously Reported Adjustment As Revised Income from operations $ 1,533 $ (834 ) $ 699 Net loss attributable to RCIHH common shareholders (2,672 ) (834 ) (3,506 ) Loss per share - basic $ (0.27 ) $ (0.09 ) $ (0.36 ) Loss per share - diluted $ (0.27 ) $ (0.09 ) $ (0.36 ) |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Segment Revenues | Revenues, as disaggregated by revenue type, timing of recognition, and reportable segment (see Note 10), are shown below. Nightclubs Bombshells Other Quarter ended December 31, 2018: Sales of alcoholic beverages $ 14,802 $ 3,508 $ - Sales of food and merchandise 3,207 2,483 - Service revenues 17,313 18 - Other revenues 2,406 4 282 $ 37,728 $ 6,013 $ 282 Recognized at a point in time $ 37,392 $ 6,013 $ 267 Recognized over time $ 336 * $ - $ 15 Quarter ended December 31, 2017: Sales of alcoholic beverages $ 14,125 $ 3,680 $ - Sales of food and merchandise 3,162 2,145 - Service revenues 15,889 - - Other revenues 2,042 3 166 $ 35,218 $ 5,828 $ 166 Recognized at a point in time $ 34,927 $ 5,828 $ 145 Recognized over time $ 291 * $ - $ 21 * Rental revenue (included in Other Revenues) as covered by ASC Topic 840. All other revenues are covered by ASC Topic 606. |
Schedule of Reconciliation of Contract Liabilities with Customers | A reconciliation of contract liabilities with customers is presented below: Balance at September 30, 2018 Consideration Received Recognized in Revenue Balance at December 31, 2018 Ad revenue $ 126 $ 274 $ (181 ) $ 219 Expo revenue - 201 - 201 Other 8 1 - 9 $ 134 $ 476 $ (181 ) $ 429 |
Selected Account Information (T
Selected Account Information (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Selected Account Information | |
Schedule of Accrued Liabilities | The components of accrued liabilities are as follows (in thousands): December 31, 2018 September 30, 2018 Insurance $ 2,627 $ 3,807 Payroll and related costs 2,584 2,293 Property taxes 2,058 1,796 Sales and liquor taxes 1,959 1,883 Patron tax 640 532 Unearned revenues 429 134 Other 1,643 1,528 $ 11,940 $ 11,973 |
Schedule of Selling, General and Administrative Expenses | The components of selling, general and administrative expenses are as follows (in thousands): For the Three Months Ended December 31, 2018 2017 Taxes and permits $ 2,181 $ 2,166 Advertising and marketing 2,148 1,965 Supplies and services 1,456 1,368 Insurance 1,353 1,259 Legal 1,058 377 Rent 1,019 940 Charge card fees 933 887 Utilities 744 695 Security 709 638 Accounting and professional fees 650 886 Repairs and maintenance 587 570 Other 1,189 1,061 $ 14,027 $ 12,812 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Below is the financial information related to the Company’s segments (in thousands): For the Three Months Ended December 31, 2018 2017 Revenues Nightclubs $ 37,728 $ 35,218 Bombshells 6,013 5,828 Other 282 166 $ 44,023 $ 41,212 Income (loss) from operations Nightclubs $ 15,387 $ 13,371 Bombshells 119 891 Other (119 ) (137 ) General corporate (4,255 ) (4,985 ) $ 11,132 $ 9,140 Depreciation and amortization Nightclubs $ 1,507 $ 1,335 Bombshells 292 336 Other 104 2 General corporate 150 236 $ 2,053 $ 1,909 Capital expenditures Nightclubs $ 447 $ 450 Bombshells 4,009 2,228 Other 9 - General corporate 2,830 91 $ 7,295 $ 2,769 December 31, 2018 September 30, 2018 (As Revised) Total assets Nightclubs $ 269,313 $ 252,335 Bombshells 43,540 39,560 Other 2,144 1,978 General corporate 34,525 35,859 $ 349,522 $ 329,732 |
Acquisitions and Disposition (T
Acquisitions and Disposition (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Chicago Club [Member] | |
Schedule of preliminary allocation of fair values assigned to assets at acquisition | The following information summarizes the preliminary allocation of fair values assigned to the assets at acquisition date (in thousands): Land and building $ 4,325 Inventory 57 Furniture and equipment 50 Noncompete 100 SOB license 5,968 Goodwill 1,463 Deferred tax liability (1,463 ) Net assets $ 10,500 |
Pittsburgh Club [Member] | |
Schedule of preliminary allocation of fair values assigned to assets at acquisition | The following information summarizes the preliminary allocation of fair values assigned to the assets at acquisition date (in thousands): Land and building $ 5,000 Inventory 23 Furniture and equipment 200 Noncompete 100 Goodwill 9,677 Net assets $ 15,000 |
Recent Accounting Standards a_2
Recent Accounting Standards and Pronouncements (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Retained earnings | $ 95,179,000 | $ 88,906,000 |
Accounting Standards Update 2016-01 [Member] | ||
Reclassification of accumulated other comprehensive income | 220,000 | |
Retained earnings | $ 220,000 |
Revision of Prior Year Immate_3
Revision of Prior Year Immaterial Misstatement (Details Narrative) | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Accounting Changes and Error Corrections [Abstract] | |
Goodwill impairment charge | $ 834,000 |
Revision of Prior Year Immate_4
Revision of Prior Year Immaterial Misstatement - Summary of Consolidated Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Other charges, net | $ 9,184 | |||
Total operating expenses | $ 32,891 | $ 32,072 | 138,186 | |
Income from operations | 11,132 | $ 699 | 9,140 | 27,562 |
Income before income taxes | 8,215 | 6,128 | 17,842 | |
Net income | 6,404 | 14,355 | 20,960 | |
Net income (loss) attributable to RCIHH common shareholders | $ 6,344 | $ (3,506) | $ 14,311 | $ 20,879 |
Earnings (loss) per share - basic | $ 0.65 | $ (0.36) | $ 1.47 | $ 2.15 |
Earnings (loss) per share - diluted | $ 0.65 | $ (0.36) | $ 1.47 | $ 2.15 |
Comprehensive income | $ 21,180 | |||
Comprehensive income attributable to RCI Hospitality Holdings, Inc. | 21,099 | |||
Goodwill | $ 54,731 | $ 43,591 | 43,591 | |
Total assets | 349,522 | 329,732 | 329,732 | |
Total RCIHH stockholders' equity | 159,133 | 153,435 | 153,435 | |
Total stockholders’ equity | 159,090 | 153,332 | 153,332 | |
Total liabilities and stockholders' equity | $ 349,522 | 329,732 | 329,732 | |
Previously Reported [Member] | ||||
Other charges, net | 8,350 | |||
Total operating expenses | 137,352 | |||
Income from operations | 1,533 | 28,396 | ||
Income before income taxes | 18,676 | |||
Net income | 21,794 | |||
Net income (loss) attributable to RCIHH common shareholders | $ (2,672) | $ 21,713 | ||
Earnings (loss) per share - basic | $ (0.27) | $ 2.23 | ||
Earnings (loss) per share - diluted | $ (0.27) | $ 2.23 | ||
Comprehensive income | $ 22,014 | |||
Comprehensive income attributable to RCI Hospitality Holdings, Inc. | 21,933 | |||
Goodwill | $ 44,425 | 44,425 | ||
Total assets | 330,566 | 330,566 | ||
Total RCIHH stockholders' equity | 154,269 | 154,269 | ||
Total stockholders’ equity | 154,166 | 154,166 | ||
Total liabilities and stockholders' equity | 330,566 | 330,566 | ||
Adjustment [Member] | ||||
Other charges, net | 834 | |||
Total operating expenses | 834 | |||
Income from operations | (834) | (834) | ||
Income before income taxes | (834) | |||
Net income | (834) | |||
Net income (loss) attributable to RCIHH common shareholders | $ (834) | $ (834) | ||
Earnings (loss) per share - basic | $ (0.09) | $ (0.08) | ||
Earnings (loss) per share - diluted | $ (0.09) | $ (0.08) | ||
Comprehensive income | $ (834) | |||
Comprehensive income attributable to RCI Hospitality Holdings, Inc. | (834) | |||
Goodwill | $ (834) | (834) | ||
Total assets | (834) | (834) | ||
Total RCIHH stockholders' equity | (834) | (834) | ||
Total stockholders’ equity | (834) | (834) | ||
Total liabilities and stockholders' equity | $ (834) | $ (834) |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Segment Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenues | $ 44,023 | $ 41,212 | |
Sales of Alcoholic Beverages [Member] | |||
Revenues | 18,310 | 17,805 | |
Sales of Food and Merchandise [Member] | |||
Revenues | 5,690 | 5,307 | |
Service Revenues [Member] | |||
Revenues | 17,331 | 15,889 | |
Nightclubs [Member] | |||
Revenues | 37,728 | 35,218 | |
Nightclubs [Member] | Recognized at a Point in Time [Member] | |||
Revenues | 37,392 | 34,927 | |
Nightclubs [Member] | Recognized over Time [Member] | |||
Revenues | [1] | 336 | 291 |
Nightclubs [Member] | Sales of Alcoholic Beverages [Member] | |||
Revenues | 14,802 | 14,125 | |
Nightclubs [Member] | Sales of Food and Merchandise [Member] | |||
Revenues | 3,207 | 3,162 | |
Nightclubs [Member] | Service Revenues [Member] | |||
Revenues | 17,313 | 15,889 | |
Nightclubs [Member] | Other Revenues [Member] | |||
Revenues | 2,406 | 2,042 | |
Bombshells [Member] | |||
Revenues | 6,013 | 5,828 | |
Bombshells [Member] | Recognized at a Point in Time [Member] | |||
Revenues | 6,013 | 5,828 | |
Bombshells [Member] | Recognized over Time [Member] | |||
Revenues | |||
Bombshells [Member] | Sales of Alcoholic Beverages [Member] | |||
Revenues | 3,508 | 3,680 | |
Bombshells [Member] | Sales of Food and Merchandise [Member] | |||
Revenues | 2,483 | 2,145 | |
Bombshells [Member] | Service Revenues [Member] | |||
Revenues | 18 | ||
Bombshells [Member] | Other Revenues [Member] | |||
Revenues | 4 | 3 | |
Other [Member] | |||
Revenues | 282 | 166 | |
Other [Member] | Recognized at a Point in Time [Member] | |||
Revenues | 267 | 145 | |
Other [Member] | Recognized over Time [Member] | |||
Revenues | 15 | 21 | |
Other [Member] | Sales of Alcoholic Beverages [Member] | |||
Revenues | |||
Other [Member] | Sales of Food and Merchandise [Member] | |||
Revenues | |||
Other [Member] | Service Revenues [Member] | |||
Revenues | |||
Other [Member] | Other Revenues [Member] | |||
Revenues | $ 282 | $ 166 | |
[1] | Rental revenue (included in Other Revenues) as covered by ASC Topic 840. All other revenues are covered by ASC Topic 606. |
Revenues - Schedule of Reconcil
Revenues - Schedule of Reconciliation of Contract Liabilities with Customers (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Contract liabilities with customers beginning | $ 134 |
Consideration Received | 476 |
Recognized in Revenue | (181) |
Contract liabilities with customers ending | 429 |
Ad Revenue [Member] | |
Contract liabilities with customers beginning | 126 |
Consideration Received | 274 |
Recognized in Revenue | (181) |
Contract liabilities with customers ending | 219 |
Expo Revenue [Member] | |
Contract liabilities with customers beginning | |
Consideration Received | 201 |
Recognized in Revenue | |
Contract liabilities with customers ending | 201 |
Other [Member] | |
Contract liabilities with customers beginning | 8 |
Consideration Received | 1 |
Recognized in Revenue | |
Contract liabilities with customers ending | $ 9 |
Selected Account Information -
Selected Account Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Selected Account Information | ||
Insurance | $ 2,627 | $ 3,807 |
Payroll and related costs | 2,584 | 2,293 |
Property taxes | 2,058 | 1,796 |
Sales and liquor taxes | 1,959 | 1,883 |
Patron tax | 640 | 532 |
Unearned revenues | 429 | 134 |
Other | 1,643 | 1,528 |
Accrued liabilities | $ 11,940 | $ 11,973 |
Selected Account Information _2
Selected Account Information - Schedule of Selling, General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Selected Account Information | ||
Taxes and permits | $ 2,181 | $ 2,166 |
Advertising and marketing | 2,148 | 1,965 |
Supplies and services | 1,456 | 1,368 |
Insurance | 1,353 | 1,259 |
Legal | 1,058 | 377 |
Rent | 1,019 | 940 |
Charge card fees | 933 | 887 |
Utilities | 744 | 695 |
Security | 709 | 638 |
Accounting and professional fees | 650 | 886 |
Repairs and maintenance | 587 | 570 |
Other | 1,189 | 1,061 |
Selling, general and administrative expenses | $ 14,027 | $ 12,812 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Dec. 11, 2018 | Dec. 06, 2018 | Nov. 01, 2018 | Oct. 31, 2018 |
Note exchange amount | $ 100,000 | |||
Borrowings from related party | 500,000 | |||
Purchase value of aircraft | $ 2,800,000 | |||
Down payment for purchasing aircraft | 554,000 | |||
Remaining amount to be paid for purchase of aircraft | $ 2,200,000 | |||
Debt, monthly payment including interest | $ 5,078 | |||
Scarlett's Acquisition [Member] | ||||
Short-term note payable | $ 5,000,000 | |||
Remaining balance of note payable | $ 3,000,000 | |||
Debt instrument, description | The Company amended the $5.0 million short-term note payable related to the Scarlett's acquisition, which had a remaining balance of $3.0 million as of December 6, 2018, extending the maturity date from May 8, 2019, as previously amended, to May 8, 2020. | |||
12% Unsecured Promissory Notes [Member] | ||||
Debt issuance amount | $ 2,350,000 | |||
Debt maturity date | Nov. 1, 2021 | |||
Note exchange amount | $ 300,000 | |||
Debt interest rate | 12.00% | |||
Borrowings from related party | $ 500,000 | |||
Note One [Member] | ||||
Debt issuance amount | 450,000 | |||
Note Two [Member] | ||||
Debt issuance amount | $ 200,000 | |||
5.49% Promissory Note [Member] | ||||
Debt interest rate | 5.49% | |||
Debt, number of monthly payments, description | Promissory note payable in 20 years with monthly payments | |||
Debt, monthly payment including interest | $ 15,118 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock purchase and retired, shares | 14,111 | |
Common stock purchase and retired, value | $ 355 | |
Cash dividend paid per share | $ 0.03 | $ 0.03 |
Total dividend | $ 291 | $ 292 |
January 2, 2019 [Member] | ||
Repurchase common stock, value | $ 10,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 |
Income tax (benefit) expense | $ 1,811 | $ (8,227) | ||
Effective income tax rate percentage | 22.00% | 134.30% | ||
Deferred tax liabilities | $ 9,700 | |||
Statutory federal corporate income tax rate | 24.50% | |||
Deferred taxes benefit | 458 | $ (9,697) | ||
Unrecognized tax benefits released | $ 165 | $ 165 | ||
September 30, 2019 [Member] | ||||
Statutory federal corporate income tax rate | 21.00% | |||
Tax Cuts and Jobs Act Tax Act [Member] | ||||
Income tax reconciliation description | The Tax Cuts and Jobs Act ("Tax Act") was enacted on December 22, 2017, and includes, among other items, a reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018. | |||
Statutory federal corporate income tax rate | 21.00% | 21.00% | ||
Full Year Adjustment [Member] | ||||
Deferred tax liabilities | $ 8,700 | |||
Statutory federal corporate income tax rate | 35.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($)Integer | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($)$ / shares | Jun. 30, 2015USD ($) | Sep. 30, 2018USD ($) | |
Commitments And Contingencies [Line Items] | |||||||
Patron tax amount agreed to pay | $ 10,000,000 | ||||||
Monthly installment of settlement loss | $ 119,000 | ||||||
Patron tax on monthly basis per customer | $ / shares | $ 5 | ||||||
Patron tax amount discounted value | $ 10,000,000 | ||||||
Imputed interest rate | 9.60% | ||||||
Patron tax settlement | $ 7,200,000 | ||||||
Pre-tax gain | $ 8,200,000 | ||||||
Accrued tax value | $ 7,200,000 | ||||||
Settlement liabilities | $ 4,200,000 | $ 4,500,000 | |||||
Payments for legal settlements | $ 60,000 | $ 27,000 | |||||
Indemnity Insurance Corporation [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Percentage of costs of litigation | 100.00% | ||||||
Compensatory Damages [Member] | JAI Phoenix [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 1,400,000 | ||||||
Punitive Damages [Member] | JAI Phoenix [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 4,000,000 | ||||||
Settlement Agreement [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Payment of settlement amount | $ 687,815 | ||||||
Litigation settlement, expense | $ 195,815 | ||||||
Number of monthly installment | Integer | 60 | ||||||
Settlement amount net of interest | $ 8,200 | ||||||
Declaratory Judgment Action [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Patron tax on monthly basis per customer | $ / shares | $ 5 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Revenues | $ 44,023 | $ 41,212 | ||
Income (loss) from operations | 11,132 | $ 699 | 9,140 | $ 27,562 |
Depreciation and amortization | 2,053 | 1,909 | ||
Capital expenditures | 7,295 | 2,769 | ||
Total assets | 349,522 | 329,732 | 329,732 | |
Nightclubs [Member] | ||||
Revenues | 37,728 | 35,218 | ||
Income (loss) from operations | 15,387 | 13,371 | ||
Depreciation and amortization | 1,507 | 1,335 | ||
Capital expenditures | 447 | 450 | ||
Total assets | 269,313 | 252,335 | 252,335 | |
Bombshells [Member] | ||||
Revenues | 6,013 | 5,828 | ||
Income (loss) from operations | 119 | 891 | ||
Depreciation and amortization | 292 | 336 | ||
Capital expenditures | 4,009 | 2,228 | ||
Total assets | 43,540 | 39,560 | 39,560 | |
Other [Member] | ||||
Revenues | 282 | 166 | ||
Income (loss) from operations | (119) | (137) | ||
Depreciation and amortization | 104 | 2 | ||
Capital expenditures | 9 | |||
Total assets | 2,144 | 1,978 | 1,978 | |
General Corporate [Member] | ||||
Income (loss) from operations | (4,255) | (4,985) | ||
Depreciation and amortization | 150 | 236 | ||
Capital expenditures | 2,830 | $ 91 | ||
Total assets | $ 34,525 | $ 35,859 | $ 35,859 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details Narrative) | Dec. 31, 2018 |
NightClub [Member] | |
Noncontrolling ownership interest | 51.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) $ in Thousands | Nov. 01, 2018USD ($) |
Related Party Transactions [Abstract] | |
Due from related party | $ 2,350 |
Borrowings from related party | $ 500 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details Narrative) - USD ($) | Nov. 05, 2018 | Nov. 01, 2018 | Oct. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2018 |
Business Acquisition [Line Items] | |||||
Total sales price | $ 1,000,000 | ||||
Acquisition cash paid | $ 6,000,000 | $ 375,000 | |||
Business acquisition disposition description | The Company sold its nightclub in Philadelphia for a total sales price of $1.0 million, payable $375,000 in cash at closing and a $625,000 9% note payable over a 10-year period. The note is payable interest-only for twelve months at the conclusion of which time a balloon payment of $250,000 is due, and then the remainder of the principal and interest is payable in 108 equal installments of $5,078 per month until October 2028. The buyer will lease the property from the Company's real estate subsidiary under the following terms: $36,000 per month lease payments for ten years; renewal option for a succeeding ten years at a minimum of $48,000 per month; lessee has option to purchase the property for $6.0 million during a term beginning November 2023 and expiring in October 2028. | ||||
Balloon payment | $ 250,000 | ||||
Installment amount | 5,078 | ||||
Operating lease payments | $ 36,000 | ||||
Operating lease term | 10 years | ||||
Operating lease amount | $ 48,000 | ||||
Payment to acquire property | $ 6,000,000 | ||||
Operating lease description | Lessee has option to purchase the property for $6.0 million during a term beginning November 2023 and expiring in October 2028. | ||||
Gain on sale transaction | $ 879,000 | ||||
Total consideration acquired | 10,500,000 | ||||
Acquisition-related costs | 37,000 | ||||
Revenues | 742,000 | ||||
Assets held for sale | $ 2,356,000 | $ 2,902,000 | |||
Property taxes | 2,058,000 | $ 1,796,000 | |||
Preliminary gain on the sale transaction | 383,000 | ||||
First 35 Months [Member] | |||||
Business Acquisition [Line Items] | |||||
Notes payable | $ 9,619 | ||||
Notes payable, period | 35 months | ||||
Robust Energy LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt interest rate | 8.00% | ||||
Assets held for sale | $ 1,400,000 | ||||
Payments to Acquire Assets | 163,000 | ||||
Property taxes | 87,000 | ||||
Notes payable | $ 1,150,000 | ||||
Notes payable, period | 3 years | ||||
Pittsburgh Club [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition cash paid | $ 7,600,000 | ||||
Total consideration acquired | 15,100,000 | ||||
Acquisition-related costs | 134,000 | ||||
Revenues | 892,000 | ||||
6-Year Seller Financed Note [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration acquired | $ 4,500,000 | ||||
Debt interest rate | 7.00% | ||||
2-Year Seller Financed Note [Member] | Pittsburgh Club [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration acquired | $ 2,000,000 | ||||
Debt interest rate | 7.00% | ||||
10-Year Seller Financed Note [Member] | Pittsburgh Club [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration acquired | $ 5,500,000 | ||||
Debt interest rate | 8.00% |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Schedule of preliminary allocation of fair values assigned to assets at acquisition (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 54,731 | $ 43,591 |
Deferred tax liability | (9,700) | |
Chicago Club [Member] | ||
Business Acquisition [Line Items] | ||
Land and building | 4,325 | |
Inventory | 57 | |
Furniture and equipment | 50 | |
Noncompete | 100 | |
SOB license | 5,968 | |
Goodwill | 1,463 | |
Deferred tax liability | (1,463) | |
Net assets | 10,500 | |
Pittsburgh Club [Member] | ||
Business Acquisition [Line Items] | ||
Land and building | 5,000 | |
Inventory | 23 | |
Furniture and equipment | 200 | |
Noncompete | 100 | |
SOB license | ||
Goodwill | 9,677 | |
Deferred tax liability | ||
Net assets | $ 15,000 |