Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2021 | May 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 001-13992 | |
Entity Registrant Name | RCI HOSPITALITY HOLDINGS, INC. | |
Entity Central Index Key | 0000935419 | |
Entity Tax Identification Number | 76-0458229 | |
Entity Incorporation, State or Country Code | TX | |
Entity Address, Address Line One | 10737 Cutten Road | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77066 | |
City Area Code | (281) | |
Local Phone Number | 397-6730 | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | RICK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,999,910 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Current assets | ||
Cash and cash equivalents | $ 20,156 | $ 15,605 |
Accounts receivable, net | 3,630 | 6,767 |
Current portion of notes receivable | 214 | 201 |
Inventories | 2,403 | 2,372 |
Prepaid expenses and other current assets | 5,020 | 6,488 |
Assets held for sale | 7,382 | |
Total current assets | 38,805 | 31,433 |
Property and equipment, net | 175,153 | 181,383 |
Operating lease right-of-use assets, net | 24,698 | 25,546 |
Notes receivable, net of current portion | 2,892 | 2,908 |
Goodwill | 45,686 | 45,686 |
Intangibles, net | 73,070 | 73,077 |
Other assets | 806 | 900 |
Total assets | 361,110 | 360,933 |
Current liabilities | ||
Accounts payable | 4,021 | 4,799 |
Accrued liabilities | 12,321 | 14,573 |
Current portion of debt obligations, net | 16,380 | 16,304 |
Current portion of operating lease liabilities | 1,692 | 1,628 |
Total current liabilities | 34,414 | 37,304 |
Deferred tax liability, net | 20,390 | 20,390 |
Debt, net of current portion and debt discount and issuance costs | 116,032 | 125,131 |
Operating lease liabilities, net of current portion | 24,583 | 25,439 |
Other long-term liabilities | 357 | 362 |
Total liabilities | 195,776 | 208,626 |
Commitments and contingencies (Note 10) | ||
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; 9,000 and 9,075 shares issued and outstanding as of March 31, 2021 and September 30, 2020, respectively | 90 | 91 |
Additional paid-in capital | 50,040 | 51,833 |
Retained earnings | 115,811 | 100,797 |
Total RCIHH stockholders’ equity | 165,941 | 152,721 |
Noncontrolling interests | (607) | (414) |
Total equity | 165,334 | 152,307 |
Total liabilities and equity | $ 361,110 | $ 360,933 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 9,000,000 | 9,075,000 |
Common stock, shares outstanding | 9,000,000 | 9,075,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenues | $ 44,059 | $ 40,426 | $ 82,457 | $ 88,820 |
Cost of goods sold | ||||
Total cost of goods sold (exclusive of items shown separately below) | 6,802 | 5,782 | 13,006 | 12,558 |
Salaries and wages | 11,200 | 12,222 | 22,686 | 25,445 |
Selling, general and administrative | 12,618 | 14,450 | 24,770 | 30,981 |
Depreciation and amortization | 2,117 | 2,257 | 4,140 | 4,461 |
Other charges, net | 1,481 | 8,190 | 1,431 | 8,164 |
Total operating expenses | 34,218 | 42,901 | 66,033 | 81,609 |
Income (loss) from operations | 9,841 | (2,475) | 16,424 | 7,211 |
Other income (expenses) | ||||
Interest expense | (2,364) | (2,459) | (4,798) | (4,944) |
Interest income | 62 | 85 | 122 | 183 |
Non-operating gains (losses), net | 431 | (62) | 5,347 | (134) |
Income (loss) before income taxes | 7,970 | (4,911) | 17,095 | 2,316 |
Income tax expense (benefit) | 1,938 | (1,418) | 1,554 | 175 |
Net income (loss) | 6,032 | (3,493) | 15,541 | 2,141 |
Net loss attributable to noncontrolling interests | 59 | 41 | 193 | 41 |
Net income (loss) attributable to RCIHH common stockholders | $ 6,091 | $ (3,452) | $ 15,734 | $ 2,182 |
Earnings (loss) per share | ||||
Basic and diluted | $ 0.68 | $ (0.37) | $ 1.75 | $ 0.24 |
Weighted average number of common shares outstanding | ||||
Basic and diluted | 9,000 | 9,225 | 9,010 | 9,274 |
Dividends per share | $ 0.04 | $ 0.04 | $ 0.08 | $ 0.07 |
Sales of Alcoholic Beverages [Member] | ||||
Total revenues | $ 20,273 | $ 16,919 | $ 37,633 | $ 37,662 |
Cost of goods sold | ||||
Total cost of goods sold (exclusive of items shown separately below) | 3,730 | 3,435 | 6,992 | 7,581 |
Food and Beverage [Member] | ||||
Total revenues | 9,538 | 6,479 | 18,147 | 13,926 |
Cost of goods sold | ||||
Total cost of goods sold (exclusive of items shown separately below) | 3,029 | 2,271 | 5,918 | 4,846 |
Service [Member] | ||||
Total revenues | 11,502 | 14,348 | 21,562 | 31,541 |
Other [Member] | ||||
Total revenues | 2,746 | 2,680 | 5,115 | 5,691 |
Service and Other [Member] | ||||
Cost of goods sold | ||||
Total cost of goods sold (exclusive of items shown separately below) | $ 43 | $ 76 | $ 96 | $ 131 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Sep. 30, 2019 | $ 96 | $ 61,312 | $ 108,168 | $ (156) | $ 169,420 | |
Beginning balance, shares at Sep. 30, 2019 | 9,591,000 | |||||
Purchase of treasury shares | $ (6,441) | (6,441) | ||||
Purchase of treasury shares, shares | (333,000) | |||||
Canceled treasury shares | $ (3) | (6,438) | $ 6,441 | |||
Canceled treasury shares, shares | (333,000) | 333,000 | ||||
Payment of dividends | (279) | (279) | ||||
Payment to noncontrolling interest | (10) | (10) | ||||
Net loss | 5,634 | 5,634 | ||||
Ending balance, value at Dec. 31, 2019 | $ 93 | 54,874 | 113,523 | (166) | 168,324 | |
Ending balance, shares at Dec. 31, 2019 | 9,258,000 | |||||
Beginning balance, value at Sep. 30, 2019 | $ 96 | 61,312 | 108,168 | (156) | 169,420 | |
Beginning balance, shares at Sep. 30, 2019 | 9,591,000 | |||||
Net loss | 2,141 | |||||
Ending balance, value at Mar. 31, 2020 | $ 91 | 52,829 | 109,703 | (228) | 162,395 | |
Ending balance, shares at Mar. 31, 2020 | 9,125,000 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 93 | 54,874 | 113,523 | (166) | 168,324 | |
Beginning balance, shares at Dec. 31, 2019 | 9,258,000 | |||||
Purchase of treasury shares | $ (2,047) | (2,047) | ||||
Purchase of treasury shares, shares | (133,000) | |||||
Canceled treasury shares | $ (2) | (2,045) | $ 2,047 | |||
Canceled treasury shares, shares | (133,000) | 133,000 | ||||
Payment of dividends | (368) | (368) | ||||
Payment to noncontrolling interest | (21) | (21) | ||||
Net loss | (3,452) | (41) | (3,493) | |||
Ending balance, value at Mar. 31, 2020 | $ 91 | 52,829 | 109,703 | (228) | 162,395 | |
Ending balance, shares at Mar. 31, 2020 | 9,125,000 | |||||
Beginning balance, value at Sep. 30, 2020 | $ 91 | 51,833 | 100,797 | (414) | 152,307 | |
Beginning balance, shares at Sep. 30, 2020 | 9,075,000 | |||||
Purchase of treasury shares | $ (1,794) | (1,794) | ||||
Purchase of treasury shares, shares | (75,000) | |||||
Canceled treasury shares | $ (1) | (1,793) | $ 1,794 | |||
Canceled treasury shares, shares | (75,000) | 75,000 | ||||
Payment of dividends | (360) | (360) | ||||
Net loss | 9,643 | (134) | 9,509 | |||
Ending balance, value at Dec. 31, 2020 | $ 90 | 50,040 | 110,080 | (548) | 159,662 | |
Ending balance, shares at Dec. 31, 2020 | 9,000,000 | |||||
Beginning balance, value at Sep. 30, 2020 | $ 91 | 51,833 | 100,797 | (414) | 152,307 | |
Beginning balance, shares at Sep. 30, 2020 | 9,075,000 | |||||
Net loss | 15,541 | |||||
Ending balance, value at Mar. 31, 2021 | $ 90 | 50,040 | 115,811 | (607) | 165,334 | |
Ending balance, shares at Mar. 31, 2021 | 9,000,000 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 90 | 50,040 | 110,080 | (548) | 159,662 | |
Beginning balance, shares at Dec. 31, 2020 | 9,000,000 | |||||
Payment of dividends | (360) | (360) | ||||
Net loss | 6,091 | (59) | 6,032 | |||
Ending balance, value at Mar. 31, 2021 | $ 90 | $ 50,040 | $ 115,811 | $ (607) | $ 165,334 | |
Ending balance, shares at Mar. 31, 2021 | 9,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 15,541 | $ 2,141 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,140 | 4,461 |
Deferred income tax benefit | (1,155) | |
Loss (gain) on sale of businesses and assets | 86 | (36) |
Impairment of assets | 1,401 | 8,210 |
Unrealized loss on equity securities | 67 | 134 |
Amortization of debt discount and issuance costs | 101 | 129 |
Gain on debt extinguishment | (5,298) | |
Noncash lease expense | 848 | 825 |
Gain on insurance | (294) | (33) |
Doubtful accounts reversal on notes receivable | (58) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,137 | 1,917 |
Inventories | (31) | (137) |
Prepaid expenses, other current and other assets | 1,494 | 2,840 |
Accounts payable, accrued and other liabilities | (3,888) | (7,315) |
Net cash provided by operating activities | 17,246 | 11,981 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of businesses and assets | 8 | 105 |
Proceeds from insurance | 294 | 945 |
Proceeds from notes receivable | 61 | 403 |
Payments for property and equipment and intangible assets | (6,718) | (5,323) |
Net cash used in investing activities | (6,355) | (3,870) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt obligations | 2,176 | 880 |
Payments on debt obligations | (5,977) | (4,097) |
Purchase of treasury stock | (1,794) | (8,488) |
Payment of dividends | (720) | (647) |
Payment of loan origination costs | (25) | |
Distribution to noncontrolling interests | (31) | |
Net cash used in financing activities | (6,340) | (12,383) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,551 | (4,272) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 15,605 | 14,097 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 20,156 | 9,825 |
CASH PAID DURING PERIOD FOR: | ||
Interest (net of amounts capitalized of $0 and $155, respectively) | 5,512 | 4,891 |
Income taxes | 29 | 2,105 |
Noncash investing and financing transactions: | ||
Principal of Paycheck Protection Program loans forgiven | 5,298 | |
Operating lease right-of-use assets established upon adoption of ASC 842 | 27,310 | |
Deferred rent liabilities reclassified upon adoption of ASC 842 | 1,241 | |
Operating lease liabilities established upon adoption of ASC 842 | 28,551 | |
Unpaid liabilities on capital expenditures | $ 98 | $ 21 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Interest paid capitalized | $ 0 | $ 155 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2021 | |
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, 2020 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, 2020 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on December 14, 2020. 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 six months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2021. Certain reclassifications of cost of goods sold components with immaterial amounts have been made to prior year’s financial statements to conform to the current year financial statement presentation. There is no impact in total cost of goods sold, results of operations, and cash flows in all periods presented. |
Recent Accounting Standards and
Recent Accounting Standards and Pronouncements | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards and Pronouncements | 2. Recent Accounting Standards and Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) |
Liquidity and Impact of COVID-1
Liquidity and Impact of COVID-19 Pandemic | 6 Months Ended |
Mar. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Liquidity and Impact of COVID-19 Pandemic | 3. Liquidity and Impact of COVID-19 Pandemic In March 2020, former President Donald Trump declared the coronavirus disease 2019 (“COVID-19”) pandemic as a national public health emergency. The declaration resulted in a significant reduction in customer traffic in our clubs and restaurants due to changes in consumer behavior as social distancing practices, dining room closures and other restrictions were mandated or encouraged by federal, state and local governments. Starting in March 2020, we closed and reopened a number of our clubs and restaurants and implemented curfew and capacity restrictions as required by local authorities. We do not know the effects the pandemic may have on our operations in the future. The temporary closure of our clubs and restaurants caused by the COVID-19 pandemic presented operational challenges. Our strategy was to open locations and operate in accordance with local and state guidelines. The COVID-19 pandemic is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms, especially the longer the COVID-19 pandemic lasts. To augment an expected decline in operating cash flows caused by the COVID-19 pandemic, we instituted the following measures: ● Arranged for deferment of principal and interest payment on certain of our debts; ● Furloughed employees working at our clubs and restaurants, except for a limited number of managers; * ● Temporarily enacted a pay reduction for all remaining salaried and hourly employees and deferred board of director compensation; * ● Deferred or modified certain fixed monthly expenses such as insurance, rent, and taxes, among others; ● Temporarily reduced or canceled certain non-essential expenses such as advertising, cable, pest control, point-of-sale system support, and investor relations coverage, among others. * As of the date of this report, we have recalled all furloughed employees and reinstated the pay for all salaried and hourly employees. On May 8, 2020, the Company received approval and funding under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) for its restaurants, shared service entity and lounge. See Notes 6 and 8. Ten of our restaurant subsidiaries received amounts ranging from $ 271,000 to $ 579,000 for an aggregate amount of $ 4.2 million; our shared-services subsidiary received $ 1.1 million; and one of our lounges received $ 124,000 . None of our adult nightclub and other non-core business subsidiaries received funding under the PPP. The Company believes it used the entire loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company utilized all of the PPP funds and submitted its forgiveness applications. During the three and six months ended March 31, 2021, we received 1 and 11 Notices of PPP Forgiveness Payment, respectively, from the Small Business Administration out of the 12 of our PPP loans granted. All of the notices received forgave 100% of each of the 11 PPP loans totaling the amount of $ 380,000 and $ 5.3 million in principal and interest during the three and six months ended March 31, 2021, respectively, and were included in non-operating gains (losses), net in our unaudited condensed consolidated statement of operations. No assurance can be provided that the Company will in fact obtain forgiveness of the remaining PPP loan in whole or in part. As of the release of this report, we do not know the future extent and duration of the impact of COVID-19 on our businesses. Lower sales, as caused by local, state and national guidelines, could lead to adverse financial results. However, we will continually monitor and evaluate the situation and will determine any further measures to be instituted, including refinancing several of our debt obligations. We continue to adhere to state and local government mandates regarding the pandemic and, since March 2020, have closed and reopened a number of our locations depending on changing government mandates, including operating hour and limited occupancy restrictions. Valuation of Goodwill, Indefinite-Lived Intangibles and Long-Lived Assets We consider the COVID-19 pandemic a triggering event in the assessment of recoverability of the goodwill, indefinite-lived intangibles, and long-lived assets in our clubs and restaurants that are affected. Based on our evaluation, we determined that there is no impairment related to the pandemic in our goodwill, indefinite-lived intangibles, and long-lived assets, except for assets held for sale, as of March 31, 2021. |
Revenues
Revenues | 6 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 4. Revenues The Company recognizes revenue from the sale of alcoholic beverages, food and merchandise, service and other revenues at the point-of-sale upon receipt of cash, check, or credit card charge, net of discounts and promotional allowances based on consideration specified in implied contracts with customers. Sales and liquor taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying unaudited condensed consolidated statements of operations. The Company recognizes revenue when it satisfies a performance obligation (point in time of sale) by transferring control over a product or service to a customer. 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. Due to the pandemic, the Expo convention, initially scheduled in August 2020, was moved to May 2021, hence, no Leases RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Revenues, as disaggregated by revenue type, timing of recognition, and reportable segment (see also Note 11), are shown below (in thousands): Schedule of Disaggregation of Segment Revenues Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 12,634 $ 7,639 $ - $ 20,273 $ 11,860 $ 5,059 $ - $ 16,919 Sales of food and merchandise 4,082 5,456 - 9,538 2,799 3,680 - 6,479 Service revenues 11,446 56 - 11,502 14,290 58 - 14,348 Other revenues 2,625 (16 ) 137 2,746 2,418 6 256 2,680 $ 30,787 $ 13,135 $ 137 $ 44,059 $ 31,367 $ 8,803 $ 256 $ 40,426 Recognized at a point in time $ 30,382 $ 13,134 $ 136 $ 43,652 $ 30,977 $ 8,803 $ 252 $ 40,032 Recognized over time 405 * 1 1 407 390 * - 4 394 $ 30,787 $ 13,135 $ 137 $ 44,059 $ 31,367 $ 8,803 $ 256 $ 40,426 Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 22,268 $ 15,365 $ - $ 37,633 $ 26,544 $ 11,118 $ - $ 37,662 Sales of food and merchandise 7,505 10,642 - 18,147 6,063 7,863 - 13,926 Service revenues 21,444 118 - 21,562 31,384 157 - 31,541 Other revenues 4,767 16 332 5,115 5,235 15 441 5,691 $ 55,984 $ 26,141 $ 332 $ 82,457 $ 69,226 $ 19,153 $ 441 $ 88,820 Recognized at a point in time $ 55,217 $ 26,140 $ 329 $ 81,686 $ 68,411 $ 19,153 $ 430 $ 87,994 Recognized over time 767 * 1 3 771 815 * - 11 826 $ 55,984 $ 26,141 $ 332 $ 82,457 $ 69,226 $ 19,153 $ 441 $ 88,820 * Lease revenue (included in Other Revenues) as covered by ASC 842. All other revenues are covered by ASC 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 (in thousands): Schedule of Reconciliation of Contract Liabilities with Customers Balance at September 30, 2020 Consideration Received Recognized in Revenue Balance at March 31, 2021 Ad revenue $ 92 $ 356 $ (278 ) $ 170 Expo revenue 211 105 - 316 Other 33 108 (4 ) 137 $ 336 $ 569 $ (282 ) $ 623 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 operations. On December 22, 2020, the Company signed a franchise development agreement with a group of private investors to open three Bombshells locations in San Antonio, Texas over a period of five years, and the right of first refusal for three more locations in Corpus Christi, New Braunfels, and San Marcos, all in Texas. Upon execution of the agreement, the Company collected $ 75,000 in development fees representing 100 % of the initial franchise fee of the first restaurant and 50 % of the initial franchise fee of the second restaurant. Revenue from initial franchise fees is recognized as the performance obligations are satisfied over the term of the franchise agreement. RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) |
Selected Account Information
Selected Account Information | 6 Months Ended |
Mar. 31, 2021 | |
Selected Account Information | |
Selected Account Information | 5. Selected Account Information The components of accounts receivable, net are as follows (in thousands): Schedule of Accounts Receivable March 31, 2021 September 30, 2020 Credit card receivables $ 1,354 $ 880 Income tax refundable 599 4,325 ATM in-transit 273 160 Insurance receivable - 191 Other (net of allowance for doubtful accounts of $ 483 261 1,404 1,211 Total accounts receivable, net $ 3,630 $ 6,767 Notes receivable consist primarily of secured promissory notes executed between the Company and various buyers of our businesses and assets with interest rates ranging from 6 9 1 20 124,000 182,000 The components of prepaid expenses and other current assets are as follows (in thousands): Schedule of Prepaid Expenses and Other Current Assets March 31, 2021 September 30, 2020 Prepaid insurance $ 2,549 $ 4,884 Prepaid legal 715 735 Prepaid taxes and licenses 398 428 Prepaid rent 373 37 Other 985 404 Total prepaid expenses and other current assets $ 5,020 $ 6,488 The components of accrued liabilities are as follows (in thousands): Schedule of Accrued Liabilities March 31, 2021 September 30, 2020 Payroll and related costs $ 3,633 $ 2,419 Sales and liquor taxes 2,580 2,613 Insurance 2,399 4,405 Property taxes 1,055 2,003 Unearned revenues 623 336 Interest 544 1,390 Patron tax 386 309 Lawsuit settlement 228 100 Other 873 998 Total accrued liabilities $ 12,321 $ 14,573 The components of selling, general and administrative expenses are as follows (in thousands): Schedule of Selling, General and Administrative Expenses 2021 2020 2021 2020 For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Taxes and permits $ 2,084 $ 2,240 $ 4,112 $ 4,914 Supplies and services 1,488 1,390 2,716 2,924 Insurance 1,427 1,473 2,884 2,956 Advertising and marketing 1,384 1,907 2,573 4,317 Lease 972 1,023 1,949 2,053 Utilities 858 798 1,571 1,693 Security 830 749 1,690 1,597 Legal 812 1,072 1,673 2,268 Charge card fees 695 845 1,259 1,891 Repairs and maintenance 677 652 1,250 1,449 Accounting and professional fees 297 1,311 1,012 2,509 Other 1,094 990 2,081 2,410 Total selling, general and administrative expenses $ 12,618 $ 14,450 $ 24,770 $ 30,981 The components of other charges, net are as follows (in thousands): Schedule of Components of Other Charges (Gains), Net 2021 2020 2021 2020 For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Impairment of assets $ 1,401 $ 8,210 $ 1,401 $ 8,210 Settlement of lawsuits 1 - 153 24 Loss (gain) on disposal of assets 91 (7 ) 86 (37 ) Gain on insurance (12 ) (13 ) (209 ) (33 ) Total other charges, net $ 1,481 $ 8,190 $ 1,431 $ 8,164 The components of non-operating gains (losses), net are as follows (in thousands): Components of Non-Operating Gains (Losses), Net 2021 2020 2021 2020 For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Gain on debt extinguishment $ 380 $ - $ 5,329 $ - Unrealized loss on equity securities (34 ) (62 ) (67 ) (134 ) Other 85 - 85 - Total non-operating gains (losses), net $ 431 $ (62 ) $ 5,347 $ (134 ) RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Mar. 31, 2021 | |
Assets Held For Sale | |
Assets Held for Sale | 6. Assets Held for Sale As of March 31, 2021 and September 30, 2020, the Company had net carrying value of assets held for sale at $ 7.4 0 During the three months ended March 31, 2021, the Company classified as held-for-sale three real estate properties with an aggregate estimated fair value less cost to sell of $ 7.4 million after recognizing a Nightclub segment impairment charge of $ 1.4 3.2 |
Debt
Debt | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt On October 31, 2020, the Company negotiated extensions to November 1, 2021 on $ 1,690,000 1,940,000 November 1, 2020 250,000 On January 25, 2021, the Company borrowed $ 2.175 20 3.99 13,232 1.0 3.99 25,000 Included in the balance of debt obligations as of March 31, 2021 and September 30, 2020 are two notes borrowed from related parties (see Note 12)—one note for $ 500,000 (from an employee of the Company who is also the brother of our director, Nourdean Anakar) and another note for $ 100,000 (from a brother of Company CFO, Bradley Chhay)—and two notes totaling $ 500,000 borrowed from two non-officer employees. All four notes are part of a larger group of private lenders, with the terms of the notes being the same as the rest of the lender group. Future maturities of debt obligations as of March 31, 2021 are as follows: $ 16.6 million, $ 11.7 million, $8.1 million, $ 8.4 million, $ 8.4 million, and $ 80.4 million for the twelve months ending March 31, 2022, 2023, 2024, 2025, 2026, and thereafter, respectively. Of the maturity schedule mentioned above, $ 4.5 million, $ 3.7 million, $ 0 , $ 0 , $ 0 , and $ 42.3 million, respectively, relate to scheduled balloon payments. Unamortized debt discount and issuance costs amounted to $ 1.2 million and $ 1.2 million as of March 31, 2021 and September 30, 2020, respectively. Included in the balance of debt obligations as of March 31, 2021 and September 30, 2020 are PPP loans amounting to approximately $ 124,000 and $ 5.4 million, respectively. During the three and six months ended March 31, 2021, we received 1 and 11 notices, respectively, approving the forgiveness of 100 % of each of the 11 PPP loans amounting to $ 380,000 and $ 5.3 million, respectively, in principal and interest, which are included in non-operating gains (losses), net in our unaudited condensed consolidated statement of operations. As of the date of the filing of this report, we have not received a forgiveness notice for only one PPP loan that, if not forgiven, under the terms of the loans as provided by the CARES Act, bears an interest rate of 1% per annum. See Note 3. |
Equity
Equity | 6 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | 8. Equity During the three and six months ended March 31, 2021, the Company purchased and retired 0 74,659 common shares, respectively, at a cost of approximately $ 0 and $ 1.8 million, respectively. The Company paid $ 0.04 and $ 0.08 per share cash dividend during the three and six months ended March 31, 2021 totaling approximately $ 360,000 and $ 720,000 , respectively. During the three and six months ended March 31, 2020, the Company purchased and retired 132,719 465,390 2.0 8.5 0.04 0.07 368,000 647,000 |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Income taxes were an expense of $ 1.9 million and $ 1.6 million during the three and six months ended March 31, 2021, respectively, compared to a benefit of $ 1.4 million and an expense of $ 175,000 during the three and six months ended March 31, 2020, respectively. The effective income tax rate was an expense of 24.3 % and 9.1 % for the three and six months ended March 31, 2021, respectively, compared to a benefit of 28.9 % and an expense of 7.6 % for the three and six months ended March 31, 2020, respectively. Our effective tax rate is affected by the statutory federal income tax rate, state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years, and the change in the deferred tax asset valuation allowance and the impact of the forgiveness of the PPP loans in the current period. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states. The Company’s federal income tax returns for the years ended September 30, 2013 through 2017 have been examined by the Internal Revenue Service with only immaterial changes. Fiscal year ended September 30, 2018 and subsequent years remain open to federal tax examination. The Company accounts for uncertain tax positions pursuant to ASC Topic 740, Income Taxes no On March 27, 2020, former President Trump signed the CARES Act into law. As a result of this, additional avenues of relief were made available to workers and families through enhanced unemployment insurance provisions and to small businesses through programs administered by the Small Business Administration. The CARES Act included, among other items, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The Company is currently evaluating the impact of the provisions of the CARES Act. The CARES Act also established the Paycheck Protection Program, whereby certain small businesses are eligible for loans to fund payroll expenses, rent, and related costs. The loans may be forgiven if the funds are used for payroll and other qualified expenses. The Company submitted its application for a PPP loan and on May 8, 2020 received approval and funding for its restaurants, shared service entity and lounge. Ten of our restaurant subsidiaries received amounts ranging from $ 271,000 to $ 579,000 for an aggregate amount of $ 4.2 million; our shared-services subsidiary received $ 1.1 million; and one of our lounges received $ 124,000 . None of our adult nightclub and other non-core business subsidiaries received funding under the PPP. The Company believes it has used the entire loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company has currently utilized all of the PPP funds and has submitted its forgiveness applications. During the three and six months ended March 31, 2021, we received 1 and 11 Notices of PPP Forgiveness Payment, respectively, from the Small Business Administration out of the 12 of our PPP loans granted. All of the notices received forgave 100% of each of the 11 PPP loans totaling the amount of $380,000 and $5.3 million in principal and interest during the three and six months ended March 31, 2021, respectively, and were included in non-operating gains (losses), net in our unaudited condensed consolidated statement of operations. No assurance can be provided that the Company will obtain forgiveness of the one remaining PPP loan in whole or in part. See Note 3. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2021 | |
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 $ 10.0 119,000 5 10.0 9.6 7.2 8.2 7.2 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 $ 687,815 195,815 60 8,200 The aggregate balance of Patron Tax settlement liability, which is included in long-term debt in the consolidated balance sheets, amounted to $ 1.5 2.2 A declaratory judgment action was brought by five operating subsidiaries of the Company to challenge a Texas Comptroller administrative rule related to the $ 5 RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 have been filed with the Receiver before the close of business on January 16, 2015 and that all pending lawsuits involving IIC as the insurer were 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 2 71 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. Hoffman Grossman Gu In re RCI Hospitality Holdings, Inc. RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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, Nourdean Anakar, Yura Barabash, Luke Lirot, Travis Reese, former director Steven Jenkins, 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. 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 $ 1.0 690,000 RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 4 As set forth in the risk factors as disclosed in our most recent Annual Report on Form 10-K, 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. Due to several COVID-19 regulations and restrictions imposed on some of our businesses by local municipalities and/or States, certain of our subsidiaries are plaintiffs to lawsuits that have been filed on behalf of the affected entities to have the restrictions eased or removed entirely. The lawsuits may increase or decrease based on the spread of the disease and new or additional restrictions placed on our businesses. 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 six months ended March 31, 2021 amount to approximately $ 1,000 153,000 0 24,000 228,000 100,000 |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2021 | |
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 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): Schedule of Segment Reporting Information For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Revenues (from external customers) Nightclubs $ 30,787 $ 31,367 $ 55,984 $ 69,226 Bombshells 13,135 8,803 26,141 19,153 Other 137 256 332 441 $ 44,059 $ 40,426 $ 82,457 $ 88,820 Income (loss) from operations Nightclubs $ 10,468 $ 2,284 $ 18,963 $ 16,040 Bombshells 3,142 688 5,859 2,259 Other (139 ) (146 ) (214 ) (331 ) General corporate (3,630 ) (5,301 ) (8,184 ) (10,757 ) $ 9,841 $ (2,475 ) $ 16,424 $ 7,211 Depreciation and amortization Nightclubs $ 1,413 $ 1,486 $ 2,737 $ 2,956 Bombshells 461 456 918 873 Other 36 104 72 208 General corporate 207 211 413 424 $ 2,117 $ 2,257 $ 4,140 $ 4,461 Capital expenditures Nightclubs $ 2,201 $ 526 $ 3,331 $ 2,858 Bombshells 3,104 612 3,255 2,337 Other (2 ) - 1 - General corporate 126 127 131 128 $ 5,429 $ 1,265 $ 6,718 $ 5,323 March 31, 2021 September 30, 2020 Total assets Nightclubs $ 280,060 $ 277,960 Bombshells 50,832 48,991 Other 1,303 1,269 General corporate 28,915 32,713 $ 361,110 $ 360,933 RCI HOSPITALITY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Excluded from revenues in the table above are intercompany rental revenues of the Nightclubs and Corporate segments for the three months ended March 31, 2021 amounting to $ 2.8 million and $ 31,000 , respectively, and for the six months ended March 31, 2021 amounting to $ 5.6 million and $ 141,000 , respectively, and intercompany sales of Robust Energy Drink of Other segment for the three and six months ended March 31, 2021 amounting to $ 49,000 and $ 75,000 , respectively. Excluded from revenues in the table above are intercompany rental revenues of the Nightclubs and corporate segments for the three months ended March 31, 2020 amounting to $ 2.8 million and $ 32,000 , respectively, and for the six months ended March 31, 2020 amounting to $ 5.4 million and $ 63,000 , respectively, and intercompany sales of Robust Energy Drink of Other segment for the three and six months ended March 31, 2020 amounting to $ 32,000 and $ 54,000 , respectively. These intercompany revenue amounts are eliminated upon consolidation. 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. 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 March 31, 2021 and September 30, 2020, was $ 84.6 83.8 Included in the $ 2.35 500,000 100,000 We used the services of Nottingham Creations (formerly 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. Nottingham Creations is owned by a brother of Eric Langan (as was Sherwood Forest). Amounts billed to us for goods and services provided by Nottingham Creations and Sherwood Forest were $ 114,910 114,910 53,556 72,809 64,910 0 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 2021 and 2020. A son-in-law of Eric Langan owns a noncontrolling interest in TW Mechanical. Amounts billed by TW Mechanical to the third-party general contractor were $ 0 0 18,758 30,585 55,621 62,751 24,416 26,241 1,545 5,700 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2021 | |
Leases | |
Leases | 13. Leases The Company leases certain facilities and equipment under operating leases. Total lease expense, under ASC 842, was included in selling, general and administrative expenses in our unaudited condensed consolidated statement of operations, except for sublease income which was included in other revenue, for the three and six months ended March 31, 2021 and 2020 as follows (in thousands): Schedule of Lease Expense 2021 2020 2021 2020 For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Operating lease expense – fixed payments $ 828 $ 838 $ 1,657 $ 1,680 Variable lease expense 44 65 108 130 Short-term equipment and other lease expense (includes $ 102 145 159 291 116 100 204 225 318 365 547 759 Sublease income (1 ) (4 ) (3 ) (6 ) Total lease expense, net $ 1,189 $ 1,264 $ 2,309 $ 2,563 Other information: Operating cash outflows from operating leases $ 1,162 $ 1,207 $ 2,253 $ 2,462 Weighted average remaining lease term 12 13 Weighted average discount rate 6.1 % 6.1 % Future maturities of ASC 842 lease liabilities as of March 31, 2021 are as follows (in thousands): Schedule of Future Maturities of Lease Liabilities Principal Payments Interest Payments Total Payments April 2021 – March 2022 $ 1,692 $ 1,543 $ 3,235 April 2022 – March 2023 1,728 1,438 3,166 April 2023 – March 2024 1,706 1,336 3,042 April 2024 – March 2025 1,860 1,229 3,089 April 2025 – March 2026 2,054 1,111 3,165 Thereafter 17,235 4,881 22,116 $ 26,275 $ 11,538 $ 37,813 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On April 7, 2021, the Company acquired land near the southern boundary of Houston, Texas for $ 1.3 On May 7, 2021, the Company sold one of the properties held for sale as of March 31, 2021 for $ 3.1 2.3 2.0 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
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 (in thousands): Schedule of Disaggregation of Segment Revenues Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 12,634 $ 7,639 $ - $ 20,273 $ 11,860 $ 5,059 $ - $ 16,919 Sales of food and merchandise 4,082 5,456 - 9,538 2,799 3,680 - 6,479 Service revenues 11,446 56 - 11,502 14,290 58 - 14,348 Other revenues 2,625 (16 ) 137 2,746 2,418 6 256 2,680 $ 30,787 $ 13,135 $ 137 $ 44,059 $ 31,367 $ 8,803 $ 256 $ 40,426 Recognized at a point in time $ 30,382 $ 13,134 $ 136 $ 43,652 $ 30,977 $ 8,803 $ 252 $ 40,032 Recognized over time 405 * 1 1 407 390 * - 4 394 $ 30,787 $ 13,135 $ 137 $ 44,059 $ 31,367 $ 8,803 $ 256 $ 40,426 Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 22,268 $ 15,365 $ - $ 37,633 $ 26,544 $ 11,118 $ - $ 37,662 Sales of food and merchandise 7,505 10,642 - 18,147 6,063 7,863 - 13,926 Service revenues 21,444 118 - 21,562 31,384 157 - 31,541 Other revenues 4,767 16 332 5,115 5,235 15 441 5,691 $ 55,984 $ 26,141 $ 332 $ 82,457 $ 69,226 $ 19,153 $ 441 $ 88,820 Recognized at a point in time $ 55,217 $ 26,140 $ 329 $ 81,686 $ 68,411 $ 19,153 $ 430 $ 87,994 Recognized over time 767 * 1 3 771 815 * - 11 826 $ 55,984 $ 26,141 $ 332 $ 82,457 $ 69,226 $ 19,153 $ 441 $ 88,820 * Lease revenue (included in Other Revenues) as covered by ASC 842. All other revenues are covered by ASC 606. |
Schedule of Reconciliation of Contract Liabilities with Customers | Schedule of Reconciliation of Contract Liabilities with Customers Balance at September 30, 2020 Consideration Received Recognized in Revenue Balance at March 31, 2021 Ad revenue $ 92 $ 356 $ (278 ) $ 170 Expo revenue 211 105 - 316 Other 33 108 (4 ) 137 $ 336 $ 569 $ (282 ) $ 623 |
Selected Account Information (T
Selected Account Information (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Selected Account Information | |
Schedule of Accounts Receivable | The components of accounts receivable, net are as follows (in thousands): Schedule of Accounts Receivable March 31, 2021 September 30, 2020 Credit card receivables $ 1,354 $ 880 Income tax refundable 599 4,325 ATM in-transit 273 160 Insurance receivable - 191 Other (net of allowance for doubtful accounts of $ 483 261 1,404 1,211 Total accounts receivable, net $ 3,630 $ 6,767 |
Schedule of Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets are as follows (in thousands): Schedule of Prepaid Expenses and Other Current Assets March 31, 2021 September 30, 2020 Prepaid insurance $ 2,549 $ 4,884 Prepaid legal 715 735 Prepaid taxes and licenses 398 428 Prepaid rent 373 37 Other 985 404 Total prepaid expenses and other current assets $ 5,020 $ 6,488 |
Schedule of Accrued Liabilities | The components of accrued liabilities are as follows (in thousands): Schedule of Accrued Liabilities March 31, 2021 September 30, 2020 Payroll and related costs $ 3,633 $ 2,419 Sales and liquor taxes 2,580 2,613 Insurance 2,399 4,405 Property taxes 1,055 2,003 Unearned revenues 623 336 Interest 544 1,390 Patron tax 386 309 Lawsuit settlement 228 100 Other 873 998 Total accrued liabilities $ 12,321 $ 14,573 |
Schedule of Selling, General and Administrative Expenses | The components of selling, general and administrative expenses are as follows (in thousands): Schedule of Selling, General and Administrative Expenses 2021 2020 2021 2020 For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Taxes and permits $ 2,084 $ 2,240 $ 4,112 $ 4,914 Supplies and services 1,488 1,390 2,716 2,924 Insurance 1,427 1,473 2,884 2,956 Advertising and marketing 1,384 1,907 2,573 4,317 Lease 972 1,023 1,949 2,053 Utilities 858 798 1,571 1,693 Security 830 749 1,690 1,597 Legal 812 1,072 1,673 2,268 Charge card fees 695 845 1,259 1,891 Repairs and maintenance 677 652 1,250 1,449 Accounting and professional fees 297 1,311 1,012 2,509 Other 1,094 990 2,081 2,410 Total selling, general and administrative expenses $ 12,618 $ 14,450 $ 24,770 $ 30,981 |
Schedule of Components of Other Charges (Gains), Net | The components of other charges, net are as follows (in thousands): Schedule of Components of Other Charges (Gains), Net 2021 2020 2021 2020 For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Impairment of assets $ 1,401 $ 8,210 $ 1,401 $ 8,210 Settlement of lawsuits 1 - 153 24 Loss (gain) on disposal of assets 91 (7 ) 86 (37 ) Gain on insurance (12 ) (13 ) (209 ) (33 ) Total other charges, net $ 1,481 $ 8,190 $ 1,431 $ 8,164 |
Components of Non-Operating Gains (Losses), Net | The components of non-operating gains (losses), net are as follows (in thousands): Components of Non-Operating Gains (Losses), Net 2021 2020 2021 2020 For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Gain on debt extinguishment $ 380 $ - $ 5,329 $ - Unrealized loss on equity securities (34 ) (62 ) (67 ) (134 ) Other 85 - 85 - Total non-operating gains (losses), net $ 431 $ (62 ) $ 5,347 $ (134 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Below is the financial information related to the Company’s segments (in thousands): Schedule of Segment Reporting Information For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Revenues (from external customers) Nightclubs $ 30,787 $ 31,367 $ 55,984 $ 69,226 Bombshells 13,135 8,803 26,141 19,153 Other 137 256 332 441 $ 44,059 $ 40,426 $ 82,457 $ 88,820 Income (loss) from operations Nightclubs $ 10,468 $ 2,284 $ 18,963 $ 16,040 Bombshells 3,142 688 5,859 2,259 Other (139 ) (146 ) (214 ) (331 ) General corporate (3,630 ) (5,301 ) (8,184 ) (10,757 ) $ 9,841 $ (2,475 ) $ 16,424 $ 7,211 Depreciation and amortization Nightclubs $ 1,413 $ 1,486 $ 2,737 $ 2,956 Bombshells 461 456 918 873 Other 36 104 72 208 General corporate 207 211 413 424 $ 2,117 $ 2,257 $ 4,140 $ 4,461 Capital expenditures Nightclubs $ 2,201 $ 526 $ 3,331 $ 2,858 Bombshells 3,104 612 3,255 2,337 Other (2 ) - 1 - General corporate 126 127 131 128 $ 5,429 $ 1,265 $ 6,718 $ 5,323 March 31, 2021 September 30, 2020 Total assets Nightclubs $ 280,060 $ 277,960 Bombshells 50,832 48,991 Other 1,303 1,269 General corporate 28,915 32,713 $ 361,110 $ 360,933 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Leases | |
Schedule of Lease Expense | The Company leases certain facilities and equipment under operating leases. Total lease expense, under ASC 842, was included in selling, general and administrative expenses in our unaudited condensed consolidated statement of operations, except for sublease income which was included in other revenue, for the three and six months ended March 31, 2021 and 2020 as follows (in thousands): Schedule of Lease Expense 2021 2020 2021 2020 For the Three Months For the Six Months Ended March 31, Ended March 31, 2021 2020 2021 2020 Operating lease expense – fixed payments $ 828 $ 838 $ 1,657 $ 1,680 Variable lease expense 44 65 108 130 Short-term equipment and other lease expense (includes $ 102 145 159 291 116 100 204 225 318 365 547 759 Sublease income (1 ) (4 ) (3 ) (6 ) Total lease expense, net $ 1,189 $ 1,264 $ 2,309 $ 2,563 Other information: Operating cash outflows from operating leases $ 1,162 $ 1,207 $ 2,253 $ 2,462 Weighted average remaining lease term 12 13 Weighted average discount rate 6.1 % 6.1 % |
Schedule of Future Maturities of Lease Liabilities | Future maturities of ASC 842 lease liabilities as of March 31, 2021 are as follows (in thousands): Schedule of Future Maturities of Lease Liabilities Principal Payments Interest Payments Total Payments April 2021 – March 2022 $ 1,692 $ 1,543 $ 3,235 April 2022 – March 2023 1,728 1,438 3,166 April 2023 – March 2024 1,706 1,336 3,042 April 2024 – March 2025 1,860 1,229 3,089 April 2025 – March 2026 2,054 1,111 3,165 Thereafter 17,235 4,881 22,116 $ 26,275 $ 11,538 $ 37,813 |
Liquidity and Impact of COVID_2
Liquidity and Impact of COVID-19 Pandemic (Details Narrative) - USD ($) | May 08, 2020 | Mar. 31, 2021 | Mar. 31, 2021 |
Entity Listings [Line Items] | |||
Debt Instrument, Description | All of the notices received forgave 100% of each of the | ||
One PPP Loans [Member] | |||
Entity Listings [Line Items] | |||
Debt Instrument, Description | All of the notices received forgave 100% of each of the | ||
Eleven PPP Loans [Member] | |||
Entity Listings [Line Items] | |||
Proceeds from Loans | $ 380,000 | $ 5,300,000 | |
CARES Act [Member] | Our Shared-Services [Member] | |||
Entity Listings [Line Items] | |||
Proceeds from Loans | $ 1,100,000 | ||
CARES Act [Member] | Ten of Our Restaurant [Member] | |||
Entity Listings [Line Items] | |||
Proceeds from Loans | 4,200,000 | ||
CARES Act [Member] | Ten of Our Restaurant [Member] | Minimum [Member] | |||
Entity Listings [Line Items] | |||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions | 271,000 | ||
CARES Act [Member] | Ten of Our Restaurant [Member] | Maximum [Member] | |||
Entity Listings [Line Items] | |||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions | 579,000 | ||
CARES Act [Member] | One of Our Lounges [Member] | |||
Entity Listings [Line Items] | |||
Proceeds from Loans | $ 124,000 |
Schedule of Disaggregation of S
Schedule of Disaggregation of Segment Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | ||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 44,059 | $ 40,426 | $ 82,457 | $ 88,820 | |
Transferred at Point in Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 43,652 | 40,032 | 81,686 | 87,994 | |
Transferred over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 407 | 394 | 771 | 826 | |
Sales of Alcoholic Beverages [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 20,273 | 16,919 | 37,633 | 37,662 | |
Food and Beverage [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 9,538 | 6,479 | 18,147 | 13,926 | |
Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 11,502 | 14,348 | 21,562 | 31,541 | |
Other Revenues [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 2,746 | 2,680 | 5,115 | 5,691 | |
Nightclubs [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 30,787 | 31,367 | 55,984 | 69,226 | |
Nightclubs [Member] | Transferred at Point in Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 30,382 | 30,977 | 55,217 | 68,411 | |
Nightclubs [Member] | Transferred over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | [1] | 405 | 390 | 767 | 815 |
Nightclubs [Member] | Sales of Alcoholic Beverages [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 12,634 | 11,860 | 22,268 | 26,544 | |
Nightclubs [Member] | Food and Beverage [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 4,082 | 2,799 | 7,505 | 6,063 | |
Nightclubs [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 11,446 | 14,290 | 21,444 | 31,384 | |
Nightclubs [Member] | Other Revenues [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 2,625 | 2,418 | 4,767 | 5,235 | |
Bombshells [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 13,135 | 8,803 | 26,141 | 19,153 | |
Bombshells [Member] | Transferred at Point in Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 13,134 | 8,803 | 26,140 | 19,153 | |
Bombshells [Member] | Transferred over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 1 | 1 | |||
Bombshells [Member] | Sales of Alcoholic Beverages [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 7,639 | 5,059 | 15,365 | 11,118 | |
Bombshells [Member] | Food and Beverage [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 5,456 | 3,680 | 10,642 | 7,863 | |
Bombshells [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 56 | 58 | 118 | 157 | |
Bombshells [Member] | Other Revenues [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | (16) | 6 | 16 | 15 | |
Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 137 | 256 | 332 | 441 | |
Other [Member] | Transferred at Point in Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 136 | 252 | 329 | 430 | |
Other [Member] | Transferred over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 1 | 4 | 3 | 11 | |
Other [Member] | Sales of Alcoholic Beverages [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | |||||
Other [Member] | Food and Beverage [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | |||||
Other [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | |||||
Other [Member] | Other Revenues [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 137 | $ 256 | $ 332 | $ 441 | |
[1] | Lease revenue (included in Other Revenues) as covered by ASC 842. All other revenues are covered by ASC 606. |
Schedule of Reconciliation of C
Schedule of Reconciliation of Contract Liabilities with Customers (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities with customers ending | $ 623,000 | $ 336,000 |
Consideration Received | 569,000 | |
Recognized in Revenue | (282,000) | |
Ad Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities with customers ending | 170,000 | 92,000 |
Consideration Received | 356,000 | |
Recognized in Revenue | (278,000) | |
Expo Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities with customers ending | 316,000 | 211,000 |
Consideration Received | 105,000 | |
Recognized in Revenue | 0 | |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities with customers ending | 137,000 | $ 33,000 |
Consideration Received | 108,000 | |
Recognized in Revenue | $ (4,000) |
Revenues (Details Narrative)
Revenues (Details Narrative) - USD ($) | Dec. 22, 2020 | Mar. 31, 2021 | Sep. 30, 2020 |
Disaggregation of Revenue [Line Items] | |||
Recognized in Revenue | $ (282,000) | ||
Expo Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Recognized in Revenue | $ 0 | ||
Development Fees [Member] | Franchise Development Agreement [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 75,000 | ||
First Restaurant [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Franchise fee percentage | 100.00% | ||
Second Restaurant [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Franchise fee percentage | 50.00% |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Selected Account Information | ||
Credit card receivables | $ 1,354 | $ 880 |
Income tax refundable | 599 | 4,325 |
ATM in-transit | 273 | 160 |
Insurance receivable | 191 | |
Other (net of allowance for doubtful accounts of $483 and $261, respectively) | 1,404 | 1,211 |
Total accounts receivable, net | $ 3,630 | $ 6,767 |
Schedule of Accounts Receivab_2
Schedule of Accounts Receivable (Details) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Selected Account Information | ||
Allowance for doubtful accounts | $ 483 | $ 261 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Selected Account Information | ||
Prepaid insurance | $ 2,549 | $ 4,884 |
Prepaid legal | 715 | 735 |
Prepaid taxes and licenses | 398 | 428 |
Prepaid rent | 373 | 37 |
Other | 985 | 404 |
Total prepaid expenses and other current assets | $ 5,020 | $ 6,488 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Selected Account Information | ||
Payroll and related costs | $ 3,633 | $ 2,419 |
Sales and liquor taxes | 2,580 | 2,613 |
Insurance | 2,399 | 4,405 |
Property taxes | 1,055 | 2,003 |
Unearned revenues | 623 | 336 |
Interest | 544 | 1,390 |
Patron tax | 386 | 309 |
Lawsuit settlement | 228 | 100 |
Other | 873 | 998 |
Total accrued liabilities | $ 12,321 | $ 14,573 |
Schedule of Selling, General an
Schedule of Selling, General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Selected Account Information | ||||
Taxes and permits | $ 2,084 | $ 2,240 | $ 4,112 | $ 4,914 |
Supplies and services | 1,488 | 1,390 | 2,716 | 2,924 |
Insurance | 1,427 | 1,473 | 2,884 | 2,956 |
Advertising and marketing | 1,384 | 1,907 | 2,573 | 4,317 |
Lease | 972 | 1,023 | 1,949 | 2,053 |
Utilities | 858 | 798 | 1,571 | 1,693 |
Security | 830 | 749 | 1,690 | 1,597 |
Legal | 812 | 1,072 | 1,673 | 2,268 |
Charge card fees | 695 | 845 | 1,259 | 1,891 |
Repairs and maintenance | 677 | 652 | 1,250 | 1,449 |
Accounting and professional fees | 297 | 1,311 | 1,012 | 2,509 |
Other | 1,094 | 990 | 2,081 | 2,410 |
Total selling, general and administrative expenses | $ 12,618 | $ 14,450 | $ 24,770 | $ 30,981 |
Schedule of Components of Other
Schedule of Components of Other Charges (Gains), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Selected Account Information | ||||
Impairment of assets | $ 1,401 | $ 8,210 | $ 1,401 | $ 8,210 |
Settlement of lawsuits | 1 | 153 | 24 | |
Loss (gain) on disposal of assets | 91 | (7) | 86 | (37) |
Gain on insurance | (12) | (13) | (209) | (33) |
Total other charges, net | $ 1,481 | $ 8,190 | $ 1,431 | $ 8,164 |
Components of Non-Operating Gai
Components of Non-Operating Gains (Losses), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Selected Account Information | ||||
Gain on debt extinguishment | $ 380 | $ 5,329 | ||
Unrealized loss on equity securities | (34) | (62) | (67) | (134) |
Other | 85 | 85 | ||
Total non-operating gains (losses), net | $ 431 | $ (62) | $ 5,347 | $ (134) |
Selected Account Information (D
Selected Account Information (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | |
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Allowance for doubtful notes | $ 124,000 | $ 182,000 |
Secured Promissory Notes [Member] | Minimum [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Debt Instrument, Term | 1 year | |
Secured Promissory Notes [Member] | Maximum [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |
Debt Instrument, Term | 20 years |
Assets Held for Sale (Details N
Assets Held for Sale (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | |
Multiemployer Plan [Line Items] | ||
Assets held for sale | $ 7,382 | |
Liabilities associated with held-for-sale assets | 3,200 | |
Real Estate Properties For Sale [Member] | ||
Multiemployer Plan [Line Items] | ||
Estimated fair value of properties lease cost | 7,400 | |
Assets impairment charge | $ 1,400 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Nov. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2021 | Nov. 01, 2021 | Jan. 25, 2021 | Oct. 31, 2020 | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||||||
Notes payable | $ 1,940,000 | ||||||
Debt instrument, maturity date | Nov. 1, 2020 | ||||||
Long-term Debt, Maturities, Repayments of Principal in Next Rolling Twelve Months | $ 16,600,000 | $ 16,600,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Rolling Year Two | 11,700,000 | 11,700,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Rolling Year Three | 8,100,000 | 8,100,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Rolling Year Four | 8,400,000 | 8,400,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Rolling Year Five | 8,400,000 | 8,400,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Rolling after Year Five | 80,400,000 | 80,400,000 | |||||
Debt Instrument, Unamortized Discount | 1,200,000 | 1,200,000 | $ 1,200,000 | ||||
March 31, 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 4,500,000 | 4,500,000 | |||||
March 31, 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 3,700,000 | 3,700,000 | |||||
March 31, 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 0 | 0 | |||||
March 31, 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 0 | 0 | |||||
March 31, 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 0 | 0 | |||||
March 31, 2026 and Thereafter [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 42,300,000 | 42,300,000 | |||||
Twenty Year Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | $ 13,232 | ||||||
Borrowings from bank | $ 2,175,000 | ||||||
Promissory note, term | 20 years | ||||||
Debt interest rate | 3.99% | ||||||
Twenty Year Promissory Note [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 1.00% | ||||||
Twenty Year Promissory Note [Member] | Floor Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 3.99% | ||||||
PPP Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loans Payable | $ 124,000 | $ 124,000 | 5,400,000 | ||||
Debt forgiveness percentage | 100.00% | 100.00% | |||||
Eleven PPP Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from Loans | $ 380,000 | $ 5,300,000 | |||||
Lender [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of notes payable | $ 250,000 | ||||||
Eric Langan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payment of debt issuance cost | $ 25,000 | ||||||
Nourdean Anakar [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 500,000 | ||||||
Bradley Chhay [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 100,000 | ||||||
Non-officer Employees [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | $ 500,000 | ||||||
Forecast [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | $ 1,690,000 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||||
Number of shares purchased and retired, shares | 0 | 132,719 | 74,659 | 465,390 |
Number of shares purchased and retired, value | $ 0 | $ 2,000,000 | $ 1,800,000 | $ 8,500,000 |
Share price, per share | $ 0.04 | $ 0.04 | $ 0.08 | $ 0.07 |
Cash dividend | $ 360,000 | $ 368,000 | $ 720,000 | $ 647,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | May 08, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Income tax expense (benefit) | $ 1,900,000 | $ 1,400,000 | $ 1,600,000 | $ 175,000 | ||
Effective Income tax rate reconciliation, percent | 24.30% | 28.90% | 9.10% | 7.60% | ||
Liability for uncertain tax positions | $ 0 | $ 0 | $ 0 | |||
Debt Instrument, Description | All of the notices received forgave 100% of each of the | |||||
CARES Act [Member] | Our Shared-Services [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Proceeds from Loans | $ 1,100,000 | |||||
CARES Act [Member] | Ten of Our Restaurant [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Proceeds from Loans | 4,200,000 | |||||
CARES Act [Member] | Ten of Our Restaurant [Member] | Minimum [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions | 271,000 | |||||
CARES Act [Member] | Ten of Our Restaurant [Member] | Maximum [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions | 579,000 | |||||
CARES Act [Member] | One of Our Lounges [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Proceeds from Loans | $ 124,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 30, 2019USD ($) | Jan. 31, 2019USD ($) | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($)Integer | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2021USD ($)Claims$ / shares | Mar. 31, 2020USD ($) | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2021USD ($)Claims$ / shares | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | |
Loss 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, current | $ 1,500,000 | $ 1,500,000 | $ 2,200,000 | ||||||||
Patron tax on monthly basis per customer | $ / shares | $ 5 | $ 5 | |||||||||
Number of unresolved claims | Claims | 2 | 2 | |||||||||
Number of original claims | Claims | 71 | ||||||||||
Loss contingency, damages sought, value | $ 1,000,000 | ||||||||||
Appeal process amount | $ 690,000 | ||||||||||
Payments for legal settlements | $ 1,000 | $ 0 | $ 153,000 | $ 24,000 | |||||||
Indemnity Insurance Corporation [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Percentage of costs of litigation | 100.00% | ||||||||||
Compensatory Damages [Member] | JAI Phoenix [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought, value | $ 1,400,000 | ||||||||||
Punitive Damages [Member] | JAI Phoenix [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought, value | $ 4,000,000 | ||||||||||
Settlement Agreement [Member] | |||||||||||
Loss 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 | ||||||||||
Settlement of Lawsuits [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accrued liabilities | $ 228,000 | $ 228,000 | $ 100,000 |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 44,059 | $ 40,426 | $ 82,457 | $ 88,820 | |
Income (loss) from operations | 9,841 | (2,475) | 16,424 | 7,211 | |
Depreciation and amortization | 2,117 | 2,257 | 4,140 | 4,461 | |
Capital expenditures | 5,429 | 1,265 | 6,718 | 5,323 | |
Total assets | 361,110 | 361,110 | $ 360,933 | ||
Nightclubs [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 30,787 | 31,367 | 55,984 | 69,226 | |
Income (loss) from operations | 10,468 | 2,284 | 18,963 | 16,040 | |
Depreciation and amortization | 1,413 | 1,486 | 2,737 | 2,956 | |
Capital expenditures | 2,201 | 526 | 3,331 | 2,858 | |
Total assets | 280,060 | 280,060 | 277,960 | ||
Bombshells [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 13,135 | 8,803 | 26,141 | 19,153 | |
Income (loss) from operations | 3,142 | 688 | 5,859 | 2,259 | |
Depreciation and amortization | 461 | 456 | 918 | 873 | |
Capital expenditures | 3,104 | 612 | 3,255 | 2,337 | |
Total assets | 50,832 | 50,832 | 48,991 | ||
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 137 | 256 | 332 | 441 | |
Income (loss) from operations | (139) | (146) | (214) | (331) | |
Depreciation and amortization | 36 | 104 | 72 | 208 | |
Capital expenditures | (2) | 1 | |||
Total assets | 1,303 | 1,303 | 1,269 | ||
General Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) from operations | (3,630) | (5,301) | (8,184) | (10,757) | |
Depreciation and amortization | 207 | 211 | 413 | 424 | |
Capital expenditures | 126 | $ 127 | 131 | $ 128 | |
Total assets | $ 28,915 | $ 28,915 | $ 32,713 |
Segment Information (Details Na
Segment Information (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from External Customer [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 44,059,000 | $ 40,426,000 | $ 82,457,000 | $ 88,820,000 |
Nightclubs [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 30,787,000 | 31,367,000 | 55,984,000 | 69,226,000 |
Intercompany Rental Revenue [Member] | Nightclubs [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,800,000 | 2,800,000 | 5,600,000 | 5,400,000 |
Intercompany Rental Revenue [Member] | Corporate Segment [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 31,000 | 32,000 | 141,000 | 63,000 |
Intercompany Sales [Member] | Other Segment [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 49,000 | $ 32,000 | $ 75,000 | $ 54,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 01, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | |||||||
Unamortized discount (premium) and debt issuance costs, net | $ 84,600,000 | $ 84,600,000 | $ 83,800,000 | ||||
Due from related parties | $ 2,350,000 | ||||||
Employee And Brother Of Nourdean Anakar [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from related party debt | 500,000 | ||||||
Brother Of CFO Bradley Chhay [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from related party debt | $ 100,000 | ||||||
Nottingham Creations and Sherwood Forest Creations LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | 114,910 | $ 53,556 | 114,910 | $ 72,809 | |||
Due to related parties, current | 64,910 | 64,910 | $ 0 | ||||
TW Mechanical LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | 55,621 | 24,416 | 62,751 | 26,241 | |||
Due to related parties, current | 1,545 | 1,545 | $ 5,700 | ||||
TW Mechanical LLC [Member] | Third-Party General Contractor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ 0 | $ 18,758 | $ 0 | $ 30,585 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Leases | ||||
Operating lease expense – fixed payments | $ 828 | $ 838 | $ 1,657 | $ 1,680 |
Variable lease expense | 44 | 65 | 108 | 130 |
Short-term equipment and other lease expense (includes $102 and $145 recorded in advertising and marketing for the three months ended March 31, 2021 and 2020, respectively, and $159 and $291 for the six months ended March 31, 2021 and 2020, respectively; and $116 and $100 recorded in repairs and maintenance for the three months ended March 31, 2021 and 2020, respectively, and $204 and $225 for the six months ended March 31, 2021 and 2020, respectively; see Note 5) | 318 | 365 | 547 | 759 |
Sublease income | (1) | (4) | (3) | (6) |
Total lease expense, net | 1,189 | 1,264 | 2,309 | 2,563 |
Operating cash outflows from operating leases | $ 1,162 | $ 1,207 | $ 2,253 | $ 2,462 |
Weighted average remaining lease term | 12 years | 13 years | 12 years | 13 years |
Weighted average discount rate | 6.10% | 6.10% | 6.10% | 6.10% |
Schedule of Lease Expense (De_2
Schedule of Lease Expense (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Short-term equipment and other lease expense | $ 318 | $ 365 | $ 547 | $ 759 |
Advertising and Marketing [Member] | ||||
Short-term equipment and other lease expense | 102 | 145 | 159 | 291 |
Repairs and Maintenance [Member] | ||||
Short-term equipment and other lease expense | $ 116 | $ 100 | $ 204 | $ 225 |
Schedule of Future Maturities o
Schedule of Future Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Lessor, Lease, Description [Line Items] | |
April 2021 - March 2022 | $ 3,235 |
April 2022 - March 2023 | 3,166 |
April 2023 - March 2024 | 3,042 |
April 2024 - March 2025 | 3,089 |
April 2025 - March 2026 | 3,165 |
Thereafter | 22,116 |
Future maturities of lease liabilities | 37,813 |
Principal Payments [Member] | |
Lessor, Lease, Description [Line Items] | |
April 2021 - March 2022 | 1,692 |
April 2022 - March 2023 | 1,728 |
April 2023 - March 2024 | 1,706 |
April 2024 - March 2025 | 1,860 |
April 2025 - March 2026 | 2,054 |
Thereafter | 17,235 |
Future maturities of lease liabilities | 26,275 |
Interest Payments [Member] | |
Lessor, Lease, Description [Line Items] | |
April 2021 - March 2022 | 1,543 |
April 2022 - March 2023 | 1,438 |
April 2023 - March 2024 | 1,336 |
April 2024 - March 2025 | 1,229 |
April 2025 - March 2026 | 1,111 |
Thereafter | 4,881 |
Future maturities of lease liabilities | $ 11,538 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Millions | May 07, 2021 | Apr. 07, 2021 | Mar. 31, 2021 |
Subsequent Event [Line Items] | |||
Assets held for sale | $ 2.3 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from sale of properties held for sale | $ 3.1 | ||
Repayment on related debt | $ 2 | ||
Subsequent Event [Member] | Southern Boundary Of Houston, Texas [Member] | |||
Subsequent Event [Line Items] | |||
Payments to acquire land | $ 1.3 |