Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2019 | Aug. 31, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | RCI HOSPITALITY HOLDINGS, INC. | |
Entity Central Index Key | 0000935419 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,616,598 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 10,956 | $ 17,726 |
Accounts receivable, net | 5,001 | 7,320 |
Current portion of notes receivable | 1,152 | |
Inventories | 2,502 | 2,353 |
Prepaid insurance | 896 | 4,910 |
Other current assets | 2,090 | 1,591 |
Assets held for sale | 2,902 | |
Total current assets | 22,597 | 36,802 |
Property and equipment, net | 191,493 | 172,403 |
Notes receivable, net of current portion | 3,810 | 2,874 |
Goodwill | 55,271 | 43,591 |
Intangibles, net | 76,285 | 71,532 |
Other assets | 1,422 | 2,530 |
Total assets | 350,878 | 329,732 |
Current liabilities | ||
Accounts payable | 2,544 | 2,825 |
Accrued liabilities | 9,117 | 11,973 |
Current portion of long-term debt | 16,374 | 19,047 |
Total current liabilities | 28,035 | 33,845 |
Deferred tax liability, net | 22,076 | 19,552 |
Long-term debt, net of current portion and debt discount and issuance costs | 130,205 | 121,580 |
Other long-term liabilities | 1,656 | 1,423 |
Total liabilities | 181,972 | 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; 9,617 and 9,719 shares issued and outstanding as of June 30, 2019 and September 30, 2018, respectively | 96 | 97 |
Additional paid-in capital | 61,849 | 64,212 |
Retained earnings | 106,976 | 88,906 |
Accumulated other comprehensive income | 220 | |
Total RCIHH stockholders' equity | 168,921 | 153,435 |
Noncontrolling interests | (15) | (103) |
Total stockholders' equity | 168,906 | 153,332 |
Total liabilities and stockholders' equity | $ 350,878 | $ 329,732 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | 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 | 9,617,000 | 9,719,000 |
Common stock, shares outstanding | 9,617,000 | 9,719,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | ||||
Total revenues | $ 47,027 | $ 42,634 | $ 135,876 | $ 125,072 |
Cost of goods sold | ||||
Total cost of goods sold (exclusive of items shown separately below) | 6,701 | 5,866 | 18,705 | 17,347 |
Salaries and wages | 13,164 | 11,362 | 37,168 | 33,086 |
Selling, general and administrative | 14,895 | 13,476 | 43,263 | 39,136 |
Depreciation and amortization | 2,465 | 1,998 | 6,718 | 5,806 |
Other charges (gains), net | (172) | 440 | (2,250) | 2,834 |
Total operating expenses | 37,053 | 33,142 | 103,604 | 98,209 |
Income from operations | 9,974 | 9,492 | 32,272 | 26,863 |
Other income (expenses) | ||||
Interest expense | (2,543) | (2,308) | (7,709) | (7,493) |
Interest income | 92 | 52 | 218 | 187 |
Non-operating loss | (38) | (408) | ||
Income before income taxes | 7,485 | 7,236 | 24,373 | 19,557 |
Income tax expense (benefit) | 1,806 | 1,829 | 5,547 | (4,899) |
Net income | 5,679 | 5,407 | 18,826 | 24,456 |
Net income attributable to noncontrolling interests | (41) | (18) | (109) | (71) |
Net income attributable to RCIHH common stockholders | $ 5,638 | $ 5,389 | $ 18,717 | $ 24,385 |
Earnings per share | ||||
Basic and diluted | $ 0.59 | $ 0.55 | $ 1.94 | $ 2.51 |
Weighted average number of common shares outstanding | ||||
Basic and diluted | 9,620 | 9,719 | 9,671 | 9,719 |
Dividends per share | $ 0.03 | $ 0.03 | $ 0.09 | $ 0.09 |
Sales of Alcoholic Beverages [Member] | ||||
Revenues | ||||
Total revenues | $ 19,570 | $ 17,658 | $ 56,366 | $ 52,835 |
Cost of goods sold | ||||
Total cost of goods sold (exclusive of items shown separately below) | 4,015 | 3,632 | 11,541 | 10,976 |
Sales of Food and Merchandise [Member] | ||||
Revenues | ||||
Total revenues | 7,046 | 6,175 | 19,175 | 16,906 |
Cost of goods sold | ||||
Total cost of goods sold (exclusive of items shown separately below) | 2,565 | 2,140 | 6,857 | 6,198 |
Service Revenues [Member] | ||||
Revenues | ||||
Total revenues | 17,299 | 16,316 | 51,609 | 48,338 |
Other [Member] | ||||
Revenues | ||||
Total revenues | 3,112 | 2,485 | 8,726 | 6,993 |
Service and Other [Member] | ||||
Cost of goods sold | ||||
Total cost of goods sold (exclusive of items shown separately below) | $ 121 | $ 94 | $ 307 | $ 173 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] | Noncontrolling Interests [Member] | Total |
Beginning Balance at Sep. 30, 2017 | $ 97 | $ 63,453 | $ 69,195 | $ 2,480 | $ 135,225 | ||
Beginning Balance, shares at Sep. 30, 2017 | 9,719,000 | ||||||
Payment of dividends | (292) | (292) | |||||
Payments to noncontrolling interests | (54) | (54) | |||||
Net income | 14,311 | 44 | 14,355 | ||||
Ending Balance at Dec. 31, 2017 | $ 97 | 63,453 | 83,214 | 2,470 | 149,234 | ||
Ending Balance, shares at Dec. 31, 2017 | 9,719,000 | ||||||
Beginning Balance at Sep. 30, 2017 | $ 97 | 63,453 | 69,195 | 2,480 | 135,225 | ||
Beginning Balance, shares at Sep. 30, 2017 | 9,719,000 | ||||||
Net income | 24,456 | ||||||
Ending Balance at Jun. 30, 2018 | $ 97 | 63,453 | 92,704 | 2,389 | 158,643 | ||
Ending Balance, shares at Jun. 30, 2018 | 9,719,000 | ||||||
Beginning Balance at Sep. 30, 2017 | $ 97 | 63,453 | 69,195 | 2,480 | 135,225 | ||
Beginning Balance, shares at Sep. 30, 2017 | 9,719,000 | ||||||
Net income | 20,960 | ||||||
Ending Balance at Sep. 30, 2018 | $ 97 | 64,212 | 88,906 | 220 | (103) | 153,332 | |
Ending Balance, shares at Sep. 30, 2018 | 9,719,000 | ||||||
Beginning Balance at Dec. 31, 2017 | $ 97 | 63,453 | 83,214 | 2,470 | 149,234 | ||
Beginning Balance, shares at Dec. 31, 2017 | 9,719,000 | ||||||
Payment of dividends | (291) | (291) | |||||
Payments to noncontrolling interests | (54) | (54) | |||||
Net income | 4,685 | 9 | 4,694 | ||||
Ending Balance at Mar. 31, 2018 | $ 97 | 63,453 | 87,608 | 2,425 | 153,583 | ||
Ending Balance, shares at Mar. 31, 2018 | 9,719,000 | ||||||
Payment of dividends | (293) | (293) | |||||
Payments to noncontrolling interests | (54) | (54) | |||||
Net income | 5,389 | 18 | 5,407 | ||||
Ending Balance at Jun. 30, 2018 | $ 97 | 63,453 | 92,704 | 2,389 | 158,643 | ||
Ending Balance, shares at Jun. 30, 2018 | 9,719,000 | ||||||
Beginning Balance at Sep. 30, 2018 | $ 97 | 64,212 | 88,906 | 220 | (103) | 153,332 | |
Beginning Balance, shares at Sep. 30, 2018 | 9,719,000 | ||||||
Reclassification upon adoption of ASU 2016-01 | 220 | (220) | |||||
Purchase of treasury shares | $ (355) | (355) | |||||
Purchase of treasury shares, shares | (14,000) | ||||||
Canceled treasury shares | (355) | $ 355 | |||||
Canceled treasury shares, shares | (14,000) | 14,000 | |||||
Payment of dividends | (291) | (291) | |||||
Net income | 6,344 | 60 | 6,404 | ||||
Ending Balance at Dec. 31, 2018 | $ 97 | 63,857 | 95,179 | (43) | 159,090 | ||
Ending Balance, shares at Dec. 31, 2018 | 9,705,000 | ||||||
Beginning Balance at Sep. 30, 2018 | $ 97 | 64,212 | 88,906 | 220 | (103) | 153,332 | |
Beginning Balance, shares at Sep. 30, 2018 | 9,719,000 | ||||||
Net income | 18,826 | ||||||
Ending Balance at Jun. 30, 2019 | $ 96 | 61,849 | 106,976 | (15) | 168,906 | ||
Ending Balance, shares at Jun. 30, 2019 | 9,617,000 | ||||||
Beginning Balance at Dec. 31, 2018 | $ 97 | 63,857 | 95,179 | (43) | 159,090 | ||
Beginning Balance, shares at Dec. 31, 2018 | 9,705,000 | ||||||
Purchase of treasury shares | $ (1,606) | (1,606) | |||||
Purchase of treasury shares, shares | (71,000) | ||||||
Canceled treasury shares | $ (1) | (1,605) | $ 1,606 | ||||
Canceled treasury shares, shares | (71,000) | 71,000 | |||||
Payment of dividends | (291) | (291) | |||||
Net income | 6,735 | 8 | 6,743 | ||||
Ending Balance at Mar. 31, 2019 | $ 96 | 62,252 | 101,623 | (35) | 163,936 | ||
Ending Balance, shares at Mar. 31, 2019 | 9,634,000 | ||||||
Purchase of treasury shares | $ (403) | (403) | |||||
Purchase of treasury shares, shares | (17,000) | ||||||
Canceled treasury shares | (403) | $ 403 | |||||
Canceled treasury shares, shares | (17,000) | 17,000 | |||||
Payment of dividends | (285) | (285) | |||||
Payments to noncontrolling interests | (21) | (21) | |||||
Net income | 5,638 | 41 | 5,679 | ||||
Ending Balance at Jun. 30, 2019 | $ 96 | $ 61,849 | $ 106,976 | $ (15) | $ 168,906 | ||
Ending Balance, shares at Jun. 30, 2019 | 9,617,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ 5,679 | $ 6,404 | $ 5,407 | $ 14,355 | $ 18,826 | $ 24,456 | $ 20,960 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 2,465 | 1,998 | 6,718 | 5,806 | |||
Deferred income tax expense (benefit) | 1,237 | (9,659) | |||||
Loss (gain) on sale of businesses and assets | (2,704) | 70 | |||||
Unrealized loss on equity securities | 408 | ||||||
Amortization of debt discount and issuance costs | 276 | 469 | |||||
Deferred rent | 236 | 224 | |||||
Impairment of assets | 1,550 | ||||||
Loss (gain) on insurance settlements | 93 | (20) | |||||
Debt prepayment penalty | 543 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 2,305 | (1,788) | |||||
Inventories | (87) | (257) | |||||
Prepaid insurance, other current assets and other assets | 4,199 | 1,264 | |||||
Accounts payable and accrued liabilities | (3,093) | (247) | |||||
Net cash provided by operating activities | 28,414 | 22,411 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Proceeds from sale of businesses and assets | 5,106 | 629 | |||||
Proceeds from insurance | 20 | ||||||
Proceeds from notes receivable | 107 | 98 | |||||
Issuance of note receivable | (420) | ||||||
Additions to property and equipment | (16,901) | (18,827) | |||||
Acquisition of businesses, net of cash acquired | (13,500) | (484) | |||||
Net cash used in investing activities | (25,608) | (18,564) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from long-term debt | 12,330 | 72,387 | |||||
Payments on long-term debt | (18,634) | (70,444) | |||||
Debt prepayment penalty | (543) | ||||||
Purchase of treasury stock | (2,364) | ||||||
Payment of dividends | (285) | (293) | (867) | (876) | |||
Payment of loan origination costs | (20) | (960) | |||||
Distribution to noncontrolling interests | (21) | (162) | |||||
Net cash used in financing activities | (9,576) | (598) | |||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (6,770) | 3,249 | |||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | $ 17,726 | $ 9,922 | 17,726 | 9,922 | 9,922 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 10,956 | $ 13,171 | 10,956 | 13,171 | $ 17,726 | ||
CASH PAID DURING PERIOD FOR: | |||||||
Interest, net of amounts capitalized | 7,769 | 7,168 | |||||
Income taxes | 1,827 | 3,263 | |||||
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 | ||||||
Total sales price | 1,000 | ||||||
Acquisition cash paid | 375 | ||||||
Notes receivable | 625 | ||||||
Proceeds from disposal of assets held for sale | 1,400 | ||||||
Payments to acquire assets held for sale | 163 | ||||||
Property taxes | 87 | ||||||
Notes receivable assets, held for sale | 1,150 | ||||||
Refinanced long-term debt | 81,200 | ||||||
New note and repaid worth of debt | 18,700 | ||||||
Borrowed from lender to purchase an aircraft | 7,100 | ||||||
Refinancing of bank note | 1,900 | ||||||
Refinancing of construction loan | $ 4,700 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Jun. 30, 2018 |
Floor Rate [Member] | |
Interest percentage | 5.50% |
Prime Plus [Member] | |
Interest percentage | 2.00% |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of RCI Hospitality Holdings, Inc. (the “Company or “RCIHH”) 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 statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended June 30, 2019 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 | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards and Pronouncements | 2. Recent Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 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 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 In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements |
Revision of Prior Year Immateri
Revision of Prior Year Immaterial Misstatement | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Year Immaterial Misstatement | 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 stockholders 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 stockholders (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 | 9 Months Ended |
Jun. 30, 2019 | |
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 also Note 11), are shown below. Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 14,597 $ 4,973 $ - $ 19,570 $ 13,510 $ 4,148 $ - $ 17,658 Sales of food and merchandise 3,313 3,733 - 7,046 3,224 2,951 - 6,175 Service revenues 17,257 42 - 17,299 16,301 15 - 16,316 Other revenues 2,722 7 383 3,112 2,218 6 261 2,485 $ 37,889 $ 8,755 $ 383 $ 47,027 $ 35,253 $ 7,120 $ 261 $ 42,634 Recognized at a point in time $ 37,457 $ 8,755 $ 369 $ 46,581 $ 34,932 $ 7,120 $ 237 $ 42,289 Recognized over time 432 * - 14 446 321 * - 24 345 $ 37,889 $ 8,755 $ 383 $ 47,027 $ 35,253 $ 7,120 $ 261 $ 42,634 Nine Months Ended June 30, 2019 Nine Months Ended June 30, 2018 Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 43,547 $ 12,819 $ - $ 56,366 $ 41,627 $ 11,208 $ - $ 52,835 Sales of food and merchandise 9,813 9,362 - 19,175 9,594 7,312 - 16,906 Service revenues 51,513 96 - 51,609 48,323 15 - 48,338 Other revenues 7,791 18 917 8,726 6,370 15 608 6,993 $ 112,664 $ 22,295 $ 917 $ 135,876 $ 105,914 $ 18,550 $ 608 $ 125,072 Recognized at a point in time $ 111,431 $ 22,295 $ 874 $ 134,600 $ 105,011 $ 18,550 $ 545 $ 124,106 Recognized over time 1,233 * - 43 1,276 903 * - 63 966 $ 112,664 $ 22,295 $ 917 $ 135,876 $ 105,914 $ 18,550 $ 608 $ 125,072 * 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 unaudited condensed 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 June 30, 2019 Ad revenue $ 126 $ 492 $ (475 ) $ 143 Expo revenue - 444 (2 ) 442 Other 8 44 (43 ) 9 $ 134 $ 980 $ (520 ) $ 594 Contract liabilities with customers are included in accrued liabilities as unearned revenues in our unaudited condensed consolidated balance sheets (see also Note 5), while the revenues associated with these contract liabilities are included in other revenues in our unaudited condensed consolidated statements of income. |
Selected Account Information
Selected Account Information | 9 Months Ended |
Jun. 30, 2019 | |
Selected Account Information | |
Selected Account Information | 5. Selected Account Information The components of accrued liabilities are as follows (in thousands): June 30, 2019 September 30, 2018 Payroll and related costs $ 2,475 $ 2,293 Sales and liquor taxes 1,671 1,883 Property taxes 1,330 1,796 Patron tax 595 532 Unearned revenues 594 134 Income taxes 555 - Insurance 339 3,807 Lawsuit settlement 75 230 Other 1,483 1,298 $ 9,117 $ 11,973 The components of selling, general and administrative expenses are as follows (in thousands): For the Three Months For the Nine Months Ended June 30, Ended June 30, 2019 2018 2019 2018 Taxes and permits $ 2,258 $ 2,372 $ 6,809 $ 6,543 Advertising and marketing 2,083 1,861 6,301 5,663 Supplies and services 1,493 1,352 4,414 4,035 Legal 1,479 858 3,310 2,244 Insurance 1,367 1,409 4,122 4,036 Charge card fees 1,011 813 2,830 2,484 Rent 965 944 2,941 2,841 Repairs and maintenance 787 574 2,095 1,665 Security 757 652 2,222 1,922 Utilities 756 731 2,262 2,164 Accounting and professional fees 631 718 2,559 2,274 Other 1,308 1,192 3,398 3,265 $ 14,895 $ 13,476 $ 43,263 $ 39,136 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 30, 2019 | |
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) and two notes totaling $400,000 borrowed from a non-officer employee and a family member of a non-officer employee in which the terms of the notes are the same as the rest of the lender group. 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. On February 8, 2019, the Company refinanced a one-year bank note with a balance of $1.5 million, bearing an interest rate of 6.1%, with a construction loan with another bank, which has an interest rate of 6.0% adjusted after five years to prime plus 0.5% with a 6.0% floor per annum. The new construction loan, which has a maximum availability of $4.1 million, matures in 252 months from closing date and is payable interest-only for the first 12 months, then principal and interest of $29,571 monthly for the next 48 months, and the remaining term monthly payments of principal and interest based on the adjusted interest rate. The Company paid approximately $69,000 in loan costs of which approximately $19,600 was capitalized as debt issuance costs on the new construction loan with the remaining charged to interest expense. The Company also wrote off the remaining unamortized debt issuance costs of the old bank note to interest expense. Included in the balance of long-term debt as of June 30, 2019 and September 30, 2018 is a $200,000 note, that is a part of the May 1, 2017 financing, borrowed from a non-officer employee in which the terms of the note are the same as the rest of the lender group. Future maturities of long-term debt are as follows: $16.4 million, $11.3 million, $18.7 million, $8.0 million, $9.0 million and $84.8 million for the twelve months ending June 30, 2020, 2021, 2022, 2023, 2024, and thereafter, respectively. Of the maturity schedule mentioned above, $7.2 million, $2.5 million, $10.2 million, $651,000, $1.3 million and $39.7 million, respectively, relate to scheduled balloon payments. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity During the three and nine months ended June 30, 2019, the Company purchased and retired 17,302 and 102,113 common shares, respectively, at a cost of approximately $403,000 and $2.4 million, respectively. The Company paid a $0.03 per share cash dividend per quarter totaling approximately $285,000 and $867,000 for the three and nine months ended June 30, 2019, respectively. During the three and nine months ended June 30, 2018, the Company did not purchase shares of its common stock. The Company also paid a $0.03 per share cash dividend per quarter totaling approximately $293,000 and $876,000 for the three and nine months ended June 30, 2018, respectively. On January 2, 2019, the Company’s Board of Directors authorized an additional $10.0 million to repurchase the Company’s common stock. As of June 30, 2019, we have $10.8 million remaining to purchase additional shares under our share repurchase program. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 30, 2019 | |
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 three and nine months ended June 30, 2019 and 2018, the Company did not have any outstanding dilutive securities that are considered adjustment items to reconcile the numerator and the denominator in the calculation of basic and diluted EPS. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Income taxes were an expense of $1.8 million and $5.5 million during the three and nine months ended June 30, 2019, respectively, compared to an expense of $1.8 million and a benefit of $4.9 million during the three and nine months ended June 30, 2018, respectively. The effective income tax rate for the three and nine months ended June 30, 2019 was an expense of 24.1% and 22.8%, respectively, compared to an expense of 25.3% and a benefit of 25.0% for the three and nine months ended June 30, 2018, respectively. 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 then-enacted tax laws (see below). 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 is 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 statement of income 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. There were no additional measurement adjustments since September 30, 2018 until the end of the measurement period on December 22, 2018. 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%. The Company or one of its subsidiaries files income tax returns for U.S. federal jurisdiction and various states. Fiscal years ended September 30, 2016 and thereafter remain 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 outcome 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 | 9 Months Ended |
Jun. 30, 2019 | |
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 ended 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 Company believes that it does not have any further liability related to the other location. The aggregate balance of Patron Tax settlement liability, which is included in long-term debt in the consolidated balance sheets, amounted to $3.7 million and $4.5 million as of June 30, 2019 and September 30, 2018, respectively. A Declaratory judgment action was brought by five operating subsidiaries of the Company in state court, 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. Other challenges remain and will be resolved at trial. In addition to the foregoing state court lawsuit, the Texas Entertainment Association filed a federal lawsuit against the Comptroller challenging the constitutionality of the administrative rule. On February 27, 2019, the Court ruled on summary judgment motions filed by the parties. The Court ruled that the amended rule was an unconstitutional restriction on expressive conduct under the First Amendment of the U.S. Constitution, unconstitutionally retroactive under the Due Process Clause and violated the provisions of 42 U.S.C. §1983. There are remaining claims and defenses pending with the Court. 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. 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 June 30, 2019, we have 2 unresolved claims out of the original 71 claims. Shareholder Class and Derivative Actions In May and June 2019, three putative securities class action complaints were filed against RCI Hospitality Holdings, Inc. and certain of its officers in the Southern District of Texas, Houston Division. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and 10b-5 promulgated thereunder based on alleged materially false and misleading statements made in the Company’s SEC filings and disclosures as they relate to various alleged transactions by the Company and management. The complaints seek unspecified damages, costs, and attorneys’ fees. These lawsuits are Hoffman v. RCI Hospitality Holdings, Inc., et al. Gu v. RCI Hospitality Holdings, Inc., et al. Grossman v. RCI Hospitality Holdings, Inc., et al. On August 16, 2019, a shareholder derivative action was filed in the Southern District of Texas, Houston Division against officers and directors, Eric S. Langan, Phillip Marshall, Nour-Dean Anakar, Yura Barabash, Steven Jenkins, Luke Lirot, Travis Reese and RCI Hospitality Holdings, Inc., as nominal defendant. The action alleges that the individual officers and directors made or caused the Company to make a series of materially false and/or misleading statements and omissions regarding the Company’s business, operations, prospects, and legal compliance and engaged in or caused the Company to engage in, inter alia, related party transactions, questionable uses of corporate assets, and failure to maintain internal controls. The action asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and violations of Sections 14(a), 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint seeks injunctive relief, damages, restitution, costs, and attorneys’ fees. The case, Cecere v. Langan, et al. SEC Matter and Internal Review In mid- and late 2018, a series of negative articles about the Company was anonymously published in forums associated with the short-selling community. Subsequently in 2019, the SEC initiated an informal inquiry. In connection with these events, a special committee of the Company’s audit committee engaged independent outside counsel to conduct an internal review. Management of the Company fully cooperated with the internal review conducted by the special committee and its outside counsel. The board of directors is implementing the recommendations resulting from the internal review. As of the date hereof, the internal review has been completed subject to any ongoing cooperation with regulatory authorities. Since the initiation of the informal inquiry by the SEC in early 2019, the Company and its management have fully cooperated and continue to fully cooperate with the SEC matter, which has now converted to a formal investigation and is ongoing. At this time, the Company is unable to predict the duration, scope, result or related costs associated with the investigation. The Company is also unable to predict what, if any, action may be taken as a result of the investigation. Any determination by the SEC that the Company’s activities were not in compliance with federal securities laws or regulations, however, could result in the imposition of fines, penalties, disgorgement, or equitable relief, which could have a material adverse effect on the Company. Other On March 26, 2016, an image infringement lawsuit was filed in federal court in the Southern District of New York against the Company and several of its subsidiaries. Plaintiffs allege that their images were misappropriated, intentionally altered and published without their consent by clubs affiliated with the Company. The causes of action asserted in Plaintiffs’ Complaint include alleged violations of the Federal Lanham Act, the New York Civil Rights Act, and other statutory and common law theories. The Company contends that there is insurance coverage under an applicable insurance policy. The insurer has raised several issues regarding coverage under the policy. At this time, this disagreement remains unresolved. The Company has denied all allegations, continues to vigorously defend against the lawsuit and continues to believe the matter is covered by insurance. 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. The case was tried to a jury in late September 2018 and an adverse judgment was entered in January 2019 in the amount totaling $1.0 million, which includes damages, attorney fees and interest. The matter is being appealed. The appeal process required that a check be deposited in the registry of the court in the amount of $690,000, which was deposited in April 2019 and included in other current assets in our unaudited condensed consolidated balance sheet as of June 30, 2019. Management believes that the case has no merit and is vigorously defending itself in the appeal. 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. The Plaintiffs have filed a petition for review with the Arizona Supreme Court. JAI Phoenix has filed a response and will continue to vigorously defend itself. As set forth in the risk factors as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, the adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. While we take steps to ensure that our adult entertainers are deemed independent contractors, from time to time, we are named in lawsuits related to the alleged misclassification of entertainers. Claims are brought under both federal and where applicable, state law. Based on the industry standard, the manner in which the independent contractor entertainers are treated at the clubs, and the entertainer license agreements governing the entertainer's work at the clubs, the Company believes that these lawsuits are without merit. Lawsuits are handled by attorneys with an expertise in the relevant law and are defended vigorously. General In the regular course of business affairs and operations, we are subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. We assess the probability that we could incur liability in connection with certain of these lawsuits. Our assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. In matters where there is insurance coverage, in the event we incur any liability, we believe it is unlikely we would incur losses in connection with these claims in excess of our insurance coverage. Settlements of lawsuits for the three and nine months ended June 30, 2019 total $0 and $144,000, respectively, while for the three and nine months ended June 30, 2018 total $474,000 and $1.3 million, respectively. As of June 30, 2019 or September 30, 2018, the Company has accrued $75,000 and $230,000 in accrued liabilities, respectively, related to settlement of lawsuits. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 30, 2019 | |
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 For the Nine Months Ended June 30, Ended June 30, 2019 2018 2019 2018 Revenues Nightclubs $ 37,889 $ 35,253 $ 112,664 $ 105,914 Bombshells 8,755 7,120 22,295 18,550 Other 383 261 917 608 $ 47,027 $ 42,634 $ 135,876 $ 125,072 Income (loss) from operations Nightclubs $ 14,034 $ 12,584 $ 44,499 $ 37,835 Bombshells 686 1,391 1,543 3,247 Other (111 ) (328 ) (406 ) (547 ) General corporate (4,635 ) (4,155 ) (13,364 ) (13,672 ) $ 9,974 $ 9,492 $ 32,272 $ 26,863 Depreciation and amortization Nightclubs $ 1,737 $ 1,381 $ 4,711 $ 4,050 Bombshells 370 322 1,001 999 Other 102 103 312 76 General corporate 256 192 694 681 $ 2,465 $ 1,998 $ 6,718 $ 5,806 Capital expenditures Nightclubs $ 1,935 $ 253 $ 3,029 $ 1,550 Bombshells 900 9,125 10,697 16,625 Other 2 29 20 33 General corporate 162 409 3,155 619 $ 2,999 $ 9,816 $ 16,901 $ 18,827 June 30, 2019 September 30, 2018 (As Revised) Total assets Nightclubs $ 276,002 $ 252,335 Bombshells 42,006 39,560 Other 1,975 1,978 General corporate 30,895 35,859 $ 350,878 $ 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. Certain real estate assets previously wholly assigned to Bombshells have been subdivided and allocated to other future development or investment projects. Accordingly, those asset costs have been transferred out of the Bombshells segment. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Jun. 30, 2019 | |
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 | 9 Months Ended |
Jun. 30, 2019 | |
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. The balance of our commercial bank indebtedness, net of debt discount and issuance costs, as of June 30, 2019 and September 30, 2018 is $89.4 million and $88.9 million, respectively. Included in the $2.35 million borrowing on November 1, 2018 (see Note 6) was a $500,000 note borrowed from a related party (Ed Anakar, an employee of the Company and brother of our director Nourdean Anakar). The terms of this related party note are the same as the rest of the lender group in the November 1, 2018 transaction. We used the services of Sherwood Forest Creations, LLC, a furniture fabrication company that manufactures tables, chairs and other furnishings for our Bombshells locations, as well as providing ongoing maintenance. Sherwood Forest is owned by a brother of Eric Langan. Amounts billed to us for goods and services provided by Sherwood Forest were $12,990 and $120,805 during the three and nine months ended June 30, 2019, respectively, and $107,044 and $221,605 during the three and nine months ended June 30, 2018, respectively. As of June 30, 2019 and September 30, 2018, we owed Sherwood Forest $7,903 and $73,377, respectively, in unpaid billings. TW Mechanical LLC (“TW Mechanical”) provided plumbing and HVAC services to both a third-party general contractor providing construction services to the Company, as well as directly to the Company during fiscal 2018 and 2019. TW Mechanical is 20% owned by the son-in-law of Eric Langan. Amounts billed by TW Mechanical to the third-party general contractor were $0 and $435,800 for the three and nine months ended June 30, 2019, respectively, and $120,000 and $120,000 for the three and nine months ended June 30, 2018, respectively. Amounts billed directly to the Company were $0 and $206 for the three and nine months ended June 30, 2019, respectively, and $2,965 and $2,965 for the three and nine months ended June 30, 2018, respectively. As of June 30, 2019 and September 30, 2018, we owed TW Mechanical $0 and $0, respectively, in unpaid direct billings. |
Acquisitions and Disposition
Acquisitions and Disposition | 9 Months Ended |
Jun. 30, 2019 | |
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. In July 2019, the Company and the buyer agreed to modify the promissory note to include in principal (i) rental payments from April to September 2019, (ii) accrued property taxes, (iii) accrued occupancy taxes, and (iv) two months of outstanding interest payments for a total principal balance of $879,085. The note, as modified, still bears interest at 9% and is payable in 108 equal monthly installments of $11,905, including principal and interest, until July 2028. On November 1, 2018, a club in Chicago was acquired for $10.5 million with $6.0 million cash paid at closing 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 unaudited condensed consolidated statement of income. The club generated revenue of approximately $3.4 million since acquisition date. In relation to this acquisition, on September 25, 2018, the Company borrowed $5.0 million through a credit facility with a bank lender. The loan has a 7% fixed interest rate with a maturity date in May 2019. The loan was fully paid as of June 30, 2019. Goodwill and SOB license for the Chicago acquisition will not be amortized but will be tested at least annually for impairment. Goodwill recognized for this transaction is not deductible for tax purposes. Noncompete will be amortized on a straight-line basis over five years from 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 5,252 Goodwill 2,003 Deferred tax liability (1,287 ) Net assets $ 10,500 On November 5, 2018, a Pittsburgh club was acquired for $15.0 million, with $7.5 million cash paid at closing 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 acquisition-related costs for this transaction of approximately $134,000, which is included in selling, general and administrative expenses in our unaudited condensed consolidated statement of income. The club generated revenue of approximately $3.4 million since acquisition date. Goodwill for the Pittsburgh acquisition will not be amortized but will be tested at least annually for impairment. Goodwill recognized for this transaction is deductible for tax purposes. Noncompete will be amortized on a straight-line basis over five years from 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. In November 2018, the Company sold two assets held for sale in Houston and San Antonio, Texas for a combined sales price of $868,000. Net gain on the two transactions amounted to $273,000 after closing costs. The Company used $945,500 of the proceeds to pay down loans related to the properties. On January 24, 2019, 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 gain on the sale transaction of approximately $383,000. On March 21, 2019, the Company sold a held-for-sale property adjacent to our Bombshells 249 location for a total sales price of $1.4 million in cash. Net gain on the transaction amounted to approximately $628,000 after closing costs. The Company used $980,000 of the proceeds to pay off a loan related to the property. In April 2019, the Company sold another held-for-sale property adjacent to our Bombshells I-10 location for a total sales price of $1.1 million in cash. Net gain on the transaction amounted to approximately $331,000 after closing costs. The Company used $942,000 of the proceeds to pay off a loan related to the property. In June 2019, the Company sold a property located in Lubbock, Texas for $350,000 in cash. Net loss on the transaction amounted to $376,000 after closing costs. The Company used $331,000 of the proceeds from the sale to pay down debt. In June 2019, the Company sold an aircraft for $690,000 in cash. Net loss on the transaction amounted to $9,000 after closing costs. The Company used $666,000 of the proceeds from the sale to pay down related debt. |
Revision of Prior Year Immate_2
Revision of Prior Year Immaterial Misstatement (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
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 stockholders 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 stockholders (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) | 9 Months Ended |
Jun. 30, 2019 | |
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 also Note 11), are shown below. Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 14,597 $ 4,973 $ - $ 19,570 $ 13,510 $ 4,148 $ - $ 17,658 Sales of food and merchandise 3,313 3,733 - 7,046 3,224 2,951 - 6,175 Service revenues 17,257 42 - 17,299 16,301 15 - 16,316 Other revenues 2,722 7 383 3,112 2,218 6 261 2,485 $ 37,889 $ 8,755 $ 383 $ 47,027 $ 35,253 $ 7,120 $ 261 $ 42,634 Recognized at a point in time $ 37,457 $ 8,755 $ 369 $ 46,581 $ 34,932 $ 7,120 $ 237 $ 42,289 Recognized over time 432 * - 14 446 321 * - 24 345 $ 37,889 $ 8,755 $ 383 $ 47,027 $ 35,253 $ 7,120 $ 261 $ 42,634 Nine Months Ended June 30, 2019 Nine Months Ended June 30, 2018 Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 43,547 $ 12,819 $ - $ 56,366 $ 41,627 $ 11,208 $ - $ 52,835 Sales of food and merchandise 9,813 9,362 - 19,175 9,594 7,312 - 16,906 Service revenues 51,513 96 - 51,609 48,323 15 - 48,338 Other revenues 7,791 18 917 8,726 6,370 15 608 6,993 $ 112,664 $ 22,295 $ 917 $ 135,876 $ 105,914 $ 18,550 $ 608 $ 125,072 Recognized at a point in time $ 111,431 $ 22,295 $ 874 $ 134,600 $ 105,011 $ 18,550 $ 545 $ 124,106 Recognized over time 1,233 * - 43 1,276 903 * - 63 966 $ 112,664 $ 22,295 $ 917 $ 135,876 $ 105,914 $ 18,550 $ 608 $ 125,072 * 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 June 30, 2019 Ad revenue $ 126 $ 492 $ (475 ) $ 143 Expo revenue - 444 (2 ) 442 Other 8 44 (43 ) 9 $ 134 $ 980 $ (520 ) $ 594 |
Selected Account Information (T
Selected Account Information (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Selected Account Information | |
Schedule of Accrued Liabilities | The components of accrued liabilities are as follows (in thousands): June 30, 2019 September 30, 2018 Payroll and related costs $ 2,475 $ 2,293 Sales and liquor taxes 1,671 1,883 Property taxes 1,330 1,796 Patron tax 595 532 Unearned revenues 594 134 Income taxes 555 - Insurance 339 3,807 Lawsuit settlement 75 230 Other 1,483 1,298 $ 9,117 $ 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 For the Nine Months Ended June 30, Ended June 30, 2019 2018 2019 2018 Taxes and permits $ 2,258 $ 2,372 $ 6,809 $ 6,543 Advertising and marketing 2,083 1,861 6,301 5,663 Supplies and services 1,493 1,352 4,414 4,035 Legal 1,479 858 3,310 2,244 Insurance 1,367 1,409 4,122 4,036 Charge card fees 1,011 813 2,830 2,484 Rent 965 944 2,941 2,841 Repairs and maintenance 787 574 2,095 1,665 Security 757 652 2,222 1,922 Utilities 756 731 2,262 2,164 Accounting and professional fees 631 718 2,559 2,274 Other 1,308 1,192 3,398 3,265 $ 14,895 $ 13,476 $ 43,263 $ 39,136 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
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 For the Nine Months Ended June 30, Ended June 30, 2019 2018 2019 2018 Revenues Nightclubs $ 37,889 $ 35,253 $ 112,664 $ 105,914 Bombshells 8,755 7,120 22,295 18,550 Other 383 261 917 608 $ 47,027 $ 42,634 $ 135,876 $ 125,072 Income (loss) from operations Nightclubs $ 14,034 $ 12,584 $ 44,499 $ 37,835 Bombshells 686 1,391 1,543 3,247 Other (111 ) (328 ) (406 ) (547 ) General corporate (4,635 ) (4,155 ) (13,364 ) (13,672 ) $ 9,974 $ 9,492 $ 32,272 $ 26,863 Depreciation and amortization Nightclubs $ 1,737 $ 1,381 $ 4,711 $ 4,050 Bombshells 370 322 1,001 999 Other 102 103 312 76 General corporate 256 192 694 681 $ 2,465 $ 1,998 $ 6,718 $ 5,806 Capital expenditures Nightclubs $ 1,935 $ 253 $ 3,029 $ 1,550 Bombshells 900 9,125 10,697 16,625 Other 2 29 20 33 General corporate 162 409 3,155 619 $ 2,999 $ 9,816 $ 16,901 $ 18,827 June 30, 2019 September 30, 2018 (As Revised) Total assets Nightclubs $ 276,002 $ 252,335 Bombshells 42,006 39,560 Other 1,975 1,978 General corporate 30,895 35,859 $ 350,878 $ 329,732 |
Acquisitions and Disposition (T
Acquisitions and Disposition (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
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 5,252 Goodwill 2,003 Deferred tax liability (1,287 ) 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) $ in Thousands | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Accounting Standards Update 2016-01 [Member] | |
Reclassification from accumulated other comprehensive income to retained earnings | $ 220 |
Revision of Prior Year Immate_3
Revision of Prior Year Immaterial Misstatement (Details Narrative) $ in Thousands | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Accounting Changes and Error Corrections [Abstract] | |
Goodwill impairment charge | $ 834 |
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 | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Other charges, net | $ 9,184 | ||||||||||
Total operating expenses | $ 37,053 | $ 33,142 | $ 103,604 | $ 98,209 | 138,186 | ||||||
Income from operations | 9,974 | $ 699 | 9,492 | $ 9,492 | 32,272 | 26,863 | 27,562 | ||||
Income before income taxes | 7,485 | 7,236 | 24,373 | 19,557 | 17,842 | ||||||
Net income | 5,679 | $ 6,743 | $ 6,404 | 5,407 | 4,694 | $ 14,355 | 18,826 | 24,456 | 20,960 | ||
Net income (loss) attributable to RCIHH common stockholders | 5,638 | $ (3,506) | 5,389 | 18,717 | 24,385 | $ 20,879 | |||||
Earnings (loss) per share - basic | $ (0.36) | $ 2.15 | |||||||||
Earnings (loss) per share - diluted | $ (0.36) | $ 2.15 | |||||||||
Comprehensive income | $ 21,180 | ||||||||||
Comprehensive income attributable to RCI Hospitality Holdings, Inc. | 21,099 | ||||||||||
Goodwill | 55,271 | $ 43,591 | 55,271 | 43,591 | |||||||
Total assets | 350,878 | 329,732 | 350,878 | 329,732 | |||||||
Retained earnings | 106,976 | 88,906 | 106,976 | 88,906 | |||||||
Total RCIHH stockholders' equity | 168,921 | 153,435 | 168,921 | 153,435 | |||||||
Total stockholders' equity | 168,906 | $ 163,936 | $ 159,090 | 153,332 | $ 158,643 | $ 153,583 | $ 149,234 | 168,906 | $ 158,643 | 153,332 | $ 135,225 |
Total liabilities and stockholders' equity | $ 350,878 | 329,732 | $ 350,878 | 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 stockholders | $ (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 | |||||||||
Retained earnings | 89,740 | 89,740 | |||||||||
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 stockholders | $ (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) | |||||||||
Retained earnings | (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 | 9 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Revenues | $ 47,027 | $ 42,634 | $ 42,634 | $ 135,876 | $ 125,072 | |
Recognized at a Point in Time [Member] | ||||||
Revenues | 46,581 | 42,289 | 134,600 | 124,106 | ||
Recognized Over Time [Member] | ||||||
Revenues | 446 | 345 | 1,276 | 966 | ||
Sales of Alcoholic Beverages [Member] | ||||||
Revenues | 19,570 | 17,658 | 56,366 | 52,835 | ||
Sales of Food and Merchandise [Member] | ||||||
Revenues | 7,046 | 6,175 | 19,175 | 16,906 | ||
Service Revenues [Member] | ||||||
Revenues | 17,299 | 16,316 | 51,609 | 48,338 | ||
Other Revenues [Member] | ||||||
Revenues | 3,112 | 2,485 | 8,726 | 6,993 | ||
Nightclubs [Member] | ||||||
Revenues | 37,889 | 35,253 | 112,664 | 105,914 | ||
Nightclubs [Member] | Recognized at a Point in Time [Member] | ||||||
Revenues | 37,457 | 34,932 | 111,431 | 105,011 | ||
Nightclubs [Member] | Recognized Over Time [Member] | ||||||
Revenues | [1] | 432 | 321 | 1,233 | 903 | |
Nightclubs [Member] | Sales of Alcoholic Beverages [Member] | ||||||
Revenues | 14,597 | 13,510 | 43,547 | 41,627 | ||
Nightclubs [Member] | Sales of Food and Merchandise [Member] | ||||||
Revenues | 3,313 | 3,224 | 9,813 | 9,594 | ||
Nightclubs [Member] | Service Revenues [Member] | ||||||
Revenues | 17,257 | 16,301 | 51,513 | 48,323 | ||
Nightclubs [Member] | Other Revenues [Member] | ||||||
Revenues | 2,722 | 2,218 | 7,791 | 6,370 | ||
Bombshells [Member] | ||||||
Revenues | 8,755 | 7,120 | 22,295 | 18,550 | ||
Bombshells [Member] | Recognized at a Point in Time [Member] | ||||||
Revenues | 8,755 | 7,120 | 22,295 | 18,550 | ||
Bombshells [Member] | Recognized Over Time [Member] | ||||||
Revenues | ||||||
Bombshells [Member] | Sales of Alcoholic Beverages [Member] | ||||||
Revenues | 4,973 | 4,148 | 12,819 | 11,208 | ||
Bombshells [Member] | Sales of Food and Merchandise [Member] | ||||||
Revenues | 3,733 | 2,951 | 9,362 | 7,312 | ||
Bombshells [Member] | Service Revenues [Member] | ||||||
Revenues | 42 | 15 | 96 | 15 | ||
Bombshells [Member] | Other Revenues [Member] | ||||||
Revenues | 7 | 6 | 18 | 15 | ||
Other [Member] | ||||||
Revenues | 383 | 261 | 917 | 608 | ||
Other [Member] | Recognized at a Point in Time [Member] | ||||||
Revenues | 369 | 237 | 874 | 545 | ||
Other [Member] | Recognized Over Time [Member] | ||||||
Revenues | 14 | 24 | 43 | 63 | ||
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 | $ 383 | $ 261 | $ 917 | $ 608 | ||
[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 | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Contract liabilities with customers beginning | $ 134 |
Consideration Received | 980 |
Recognized in Revenue | (520) |
Contract liabilities with customers ending | 594 |
Ad Revenue [Member] | |
Contract liabilities with customers beginning | 126 |
Consideration Received | 492 |
Recognized in Revenue | (475) |
Contract liabilities with customers ending | 143 |
Expo Revenue [Member] | |
Contract liabilities with customers beginning | |
Consideration Received | 444 |
Recognized in Revenue | (2) |
Contract liabilities with customers ending | 442 |
Other [Member] | |
Contract liabilities with customers beginning | 8 |
Consideration Received | 44 |
Recognized in Revenue | (43) |
Contract liabilities with customers ending | $ 9 |
Selected Account Information -
Selected Account Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 |
Selected Account Information | ||
Payroll and related costs | $ 2,475 | $ 2,293 |
Sales and liquor taxes | 1,671 | 1,883 |
Property taxes | 1,330 | 1,796 |
Patron tax | 595 | 532 |
Unearned revenues | 594 | 134 |
Income taxes | 555 | |
Insurance | 339 | 3,807 |
Lawsuit settlement | 75 | 230 |
Other | 1,483 | 1,298 |
Accrued liabilities | $ 9,117 | $ 11,973 |
Selected Account Information _2
Selected Account Information - Schedule of Selling, General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Selected Account Information | ||||
Taxes and permits | $ 2,258 | $ 2,372 | $ 6,809 | $ 6,543 |
Advertising and marketing | 2,083 | 1,861 | 6,301 | 5,663 |
Supplies and services | 1,493 | 1,352 | 4,414 | 4,035 |
Legal | 1,479 | 858 | 3,310 | 2,244 |
Insurance | 1,367 | 1,409 | 4,122 | 4,036 |
Charge card fees | 1,011 | 813 | 2,830 | 2,484 |
Rent | 965 | 944 | 2,941 | 2,841 |
Repairs and maintenance | 787 | 574 | 2,095 | 1,665 |
Security | 757 | 652 | 2,222 | 1,922 |
Utilities | 756 | 731 | 2,262 | 2,164 |
Accounting and professional fees | 631 | 718 | 2,559 | 2,274 |
Other | 1,308 | 1,192 | 3,398 | 3,265 |
Selling, general and administrative expenses | $ 14,895 | $ 13,476 | $ 43,263 | $ 39,136 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Feb. 08, 2019 | Dec. 11, 2018 | Dec. 06, 2018 | Nov. 01, 2018 | Nov. 01, 2018 | Sep. 25, 2018 | Oct. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 24, 2019 | Sep. 30, 2018 |
Debt interest rate | 7.00% | 8.00% | |||||||||
Debt maturity date | May 31, 2019 | ||||||||||
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 | ||||||||||
Loan costs | $ 20,000 | $ 960,000 | |||||||||
Long term debt | 200,000 | $ 200,000 | |||||||||
Future maturities of long-term debt, June 30, 2020 | 16,400,000 | ||||||||||
Future maturities of long-term debt, June 30, 2021 | 11,300,000 | ||||||||||
Future maturities of long-term debt, June 30, 2022 | 18,700,000 | ||||||||||
Future maturities of long-term debt, June 30, 2023 | 8,000,000 | ||||||||||
Future maturities of long-term debt, June 30, 2024 | 9,000,000 | ||||||||||
Future maturities of long-term debt, after June 30, 2024 | 84,800,000 | ||||||||||
Future maturities of long-term debt scheduled balloon payment, June 30, 2020 | 7,200,000 | ||||||||||
Future maturities of long-term debt scheduled balloon payment, June 30, 2021 | 2,500,000 | ||||||||||
Future maturities of long-term debt scheduled balloon payment, June 30, 2022 | 10,200,000 | ||||||||||
Future maturities of long-term debt scheduled balloon payment, June 30, 2023 | 651,000 | ||||||||||
Future maturities of long-term debt scheduled balloon payment, June 30, 2024 | 1,300,000 | ||||||||||
Future maturities of long-term debt scheduled balloon payment, June 30, 2024 therafter | $ 39,700,000 | ||||||||||
Prime Plus [Member] | |||||||||||
Debt interest rate | 2.00% | ||||||||||
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 | $ 2,350,000 | |||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||
Debt maturity date | Nov. 1, 2021 | ||||||||||
Borrowings from related party | $ 500,000 | ||||||||||
Note One [Member] | |||||||||||
Debt issuance amount | $ 450,000 | 450,000 | |||||||||
Note exchange amount | 300,000 | 300,000 | |||||||||
Note Two [Member] | |||||||||||
Debt issuance amount | 200,000 | 200,000 | |||||||||
Note exchange amount | 100,000 | $ 100,000 | |||||||||
Two Notes [Member] | |||||||||||
Borrowings from related party | $ 400,000 | ||||||||||
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 | ||||||||||
One-Year Bank Note [Member] | |||||||||||
Debt issuance amount | $ 1,500,000 | ||||||||||
Debt interest rate | 6.10% | ||||||||||
Debt instrument, description | The new construction loan, which has a maximum availability of $4.1 million, matures in 252 months from closing date and is payable interest-only for the first 12 months, then principal and interest of $29,571 monthly for the next 48 months, and the remaining term monthly payments of principal and interest based on the adjusted interest rate. | ||||||||||
Debt, monthly payment including interest | $ 29,571 | ||||||||||
Loan costs | 69,000 | ||||||||||
One-Year Bank Note [Member] | Maximum [Member] | |||||||||||
Maximum borrowing capacity | $ 4,100,000 | ||||||||||
One-Year Bank Note [Member] | Prime Plus [Member] | |||||||||||
Debt interest rate | 0.50% | ||||||||||
One-Year Bank Note [Member] | Floor Rate [Member] | |||||||||||
Debt interest rate | 6.00% | ||||||||||
One-Year Bank Note [Member] | Construction Loan [Member] | |||||||||||
Debt interest rate | 6.00% | ||||||||||
Debt issuance costs | $ 19,600 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Equity [Abstract] | |||||
Common stock purchase and retired, shares | 17,302 | 102,113 | |||
Common stock purchase and retired, value | $ 403 | $ 2,400 | |||
Cash dividend paid per share | $ 0.03 | $ 0.03 | $ 0.09 | $ 0.09 | |
Payment of dividends | $ 285 | $ 293 | $ 867 | $ 876 | |
Repurchase common stock, value | $ 10,000 | $ 10,800 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2018 |
Income tax (benefit) expense | $ 1,806 | $ 1,829 | $ 5,547 | $ (4,899) | |||||
Effective income tax rate percentage | 24.10% | 25.30% | 22.80% | 25.00% | |||||
Reduction of deferred tax liabilities | $ 9,700 | ||||||||
Statutory federal corporate income tax rate | 24.50% | ||||||||
Unrecognized tax benefits released | $ 165 | $ 165 | $ 165 | $ 165 | |||||
Scenario Forecast [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] | |||||||||
Statutory federal corporate income tax rate | 35.00% | ||||||||
Remeasurement of deferred tax liability | $ 8,700 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($)Integer | Jun. 30, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2019USD ($)$ / shares | Jun. 30, 2018USD ($) | Jun. 30, 2015USD ($)$ / shares | 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 | $ 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 | $ 7,200,000 | |||||||
Settlement liabilities | $ 3,700,000 | $ 3,700,000 | $ 4,500,000 | ||||||
Loss contingency, damages sought, value | 1,000,000 | ||||||||
Appeal process amount | 690,000 | ||||||||
Payments for legal settlements | $ 0 | $ 473,000 | $ 144,000 | $ 1,300,000 | |||||
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 | $ 5 | |||||||
Settlement of Lawsuits [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Accrued liabilities | $ 75,000 | $ 75,000 | $ 230,000 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Revenues | $ 47,027 | $ 42,634 | $ 42,634 | $ 135,876 | $ 125,072 | ||
Income (loss) from operations | 9,974 | $ 699 | 9,492 | 9,492 | 32,272 | 26,863 | $ 27,562 |
Depreciation and amortization | 2,465 | 1,998 | 1,998 | 6,718 | 5,806 | ||
Capital expenditures | 2,999 | $ 9,816 | 16,901 | 18,827 | |||
Total assets | 350,878 | 329,732 | 350,878 | 329,732 | |||
Nightclubs [Member] | |||||||
Revenues | 37,889 | 35,253 | 112,664 | 105,914 | |||
Income (loss) from operations | 14,034 | 12,584 | 44,499 | 37,835 | |||
Depreciation and amortization | 1,737 | 1,381 | 4,711 | 4,050 | |||
Capital expenditures | 1,935 | 253 | 3,029 | 1,550 | |||
Total assets | 276,002 | 252,335 | 276,002 | 252,335 | |||
Bombshells [Member] | |||||||
Revenues | 8,755 | 7,120 | 22,295 | 18,550 | |||
Income (loss) from operations | 686 | 1,391 | 1,543 | 3,247 | |||
Depreciation and amortization | 370 | 322 | 1,001 | 999 | |||
Capital expenditures | 900 | 9,125 | 10,697 | 16,625 | |||
Total assets | 42,006 | 39,560 | 42,006 | 39,560 | |||
Other [Member] | |||||||
Revenues | 383 | 261 | 917 | 608 | |||
Income (loss) from operations | (111) | (328) | (406) | (547) | |||
Depreciation and amortization | 102 | 103 | 312 | 76 | |||
Capital expenditures | 2 | 29 | 20 | 33 | |||
Total assets | 1,975 | 1,978 | 1,975 | 1,978 | |||
General Corporate [Member] | |||||||
Income (loss) from operations | (4,635) | (4,155) | (13,364) | (13,672) | |||
Depreciation and amortization | 256 | 192 | 694 | 681 | |||
Capital expenditures | 162 | $ 409 | 3,155 | $ 619 | |||
Total assets | $ 30,895 | $ 35,859 | $ 30,895 | $ 35,859 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details Narrative) | Jun. 30, 2019 |
NightClub [Member] | |
Noncontrolling ownership interest | 51.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 01, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Nov. 02, 2018 | Sep. 30, 2018 |
Indebtedness, net of debt discount and issuance costs | $ 89,400,000 | $ 89,400,000 | $ 88,900,000 | ||||
Due from related party | $ 2,350,000 | ||||||
Borrowings from related party | $ 500,000 | ||||||
Sherwood Forest Creations, LLC [Member] | |||||||
Amounts billed to related party | 12,990 | $ 107,044 | 120,805 | $ 221,605 | |||
Due to related party | 7,903 | 73,377 | 7,903 | 73,377 | |||
TW Mechanical LLC [Member] | |||||||
Amounts billed to related party | 0 | 2,965 | 206 | 2,965 | |||
Due to related party | 0 | 0 | $ 0 | ||||
TW Mechanical LLC [Member] | Third-Party General Contractor [Member] | |||||||
Amounts billed to related party | $ 0 | $ 120,000 | $ 435,800 | $ 120,000 | |||
TW Mechanical LLC [Member] | Eric Langan [Member] | |||||||
Ownership interest | 20.00% | 20.00% |
Acquisitions and Disposition (D
Acquisitions and Disposition (Details Narrative) - USD ($) | Mar. 21, 2019 | Jan. 24, 2019 | Nov. 05, 2018 | Nov. 01, 2018 | Nov. 01, 2018 | Sep. 25, 2018 | Jul. 31, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Nov. 30, 2018 | Oct. 31, 2018 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||||||||||||
Total sales price | $ 1,000,000 | |||||||||||
Acquisition cash paid | $ 6,000,000 | 375,000 | ||||||||||
Note payable | $ 1,150,000 | $ 625,000 | ||||||||||
Interest rate | 8.00% | 7.00% | ||||||||||
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 | $ 3,400,000 | |||||||||||
Borrowings from related party | $ 500,000 | |||||||||||
Maturity date | May 31, 2019 | |||||||||||
Assets held for sale | $ 1,400,000 | |||||||||||
Proceeds from sale of property | $ 1,400,000 | $ 350,000 | $ 1,100,000 | $ 868,000 | ||||||||
Gain loss on sale of property | 628,000 | 376,000 | 331,000 | 273,000 | ||||||||
Repayments of debt | $ 980,000 | 331,000 | $ 942,000 | $ 945,500 | ||||||||
Payments to acquire assets | 163,000 | |||||||||||
Property taxes | $ 87,000 | |||||||||||
Notes payable, period | 3 years | |||||||||||
Preliminary gain on the sale transaction | $ 383,000 | |||||||||||
Aircraft [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from sale of property | 690,000 | |||||||||||
Gain loss on sale of property | 9,000 | |||||||||||
Repayments of debt | 666,000 | |||||||||||
First 35 Months [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Note payable | $ 9,619 | $ 9,619 | ||||||||||
Notes payable, period | 35 months | |||||||||||
Pittsburgh Club [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition cash paid | $ 7,500,000 | |||||||||||
Total consideration acquired | 15,000,000 | |||||||||||
Acquisition-related costs | 134,000 | |||||||||||
Revenues | $ 3,400,000 | |||||||||||
Bank Lender [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Borrowings from related party | $ 5,000,000 | |||||||||||
6-Year Seller Financed Note [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 7.00% | 7.00% | ||||||||||
Total consideration acquired | $ 4,500,000 | |||||||||||
2-Year Seller Financed Note [Member] | Pittsburgh Club [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 7.00% | |||||||||||
Total consideration acquired | $ 2,000,000 | |||||||||||
10-Year Seller Financed Note [Member] | Pittsburgh Club [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 8.00% | |||||||||||
Total consideration acquired | $ 5,500,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 9.00% | |||||||||||
Installment amount | $ 11,905 | |||||||||||
Debt principal amount | $ 879,085 | |||||||||||
Debt payment description | The note, as modified, still bears interest at 9% and is payable in 108 equal monthly installments of $11,905, including principal and interest, until July 2028. |
Acquisitions and Disposition -
Acquisitions and Disposition - Schedule of Preliminary Allocation of Fair Values Assigned to Assets at Acquisition (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 55,271 | $ 43,591 |
Chicago Club [Member] | ||
Business Acquisition [Line Items] | ||
Land and building | 4,325 | |
Inventory | 57 | |
Furniture and equipment | 50 | |
Noncompete | 100 | |
SOB license | 5,252 | |
Goodwill | 2,003 | |
Deferred tax liability | (1,287) | |
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 |