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United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of

 

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 9, 2022

 

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Texas   001-13992   76-0458229

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

 

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.01 par value   RICK   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

ITEM 2.02 Results of Operations and Financial Condition.

 

On February 9, 2022, we issued a press release announcing the filing of our quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2021 and announced results for the fiscal quarter ended December 31, 2021. Also on February 9, 2022, we will hold a conference call to discuss these results and related matters. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

 

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On February 9, 2022, the compensation committee of our board of directors granted a total of 300,000 new stock option awards (exercisable into a total of 300,000 shares of common stock) to six individuals, including three executive officers, as follows: (i) 50,000 stock options to Eric Langan, President and Chief Executive Officer; (ii) 50,000 stock options to Bradley Chhay, Chief Financial Officer; and (iii) 50,000 stock options to Travis Reese, Executive Vice President. The remaining 150,000 stock options were granted to non-executive management employees. All the options were granted under our 2022 Stock Option Plan (the “Plan”) which was approved by our board of directors on February 7, 2022 and will be presented for approval to our stockholders at the upcoming 2022 annual meeting. The options have a term of five years and have an exercise price of $100.00 per share. The options will be subject to a five-year vesting schedule with one-fifth vesting upon stockholders approving the Plan and one-fifth vesting on February 9 of each year thereafter, provided however that the options will be subject to earlier vesting under certain events set forth in the Plan, including without limitation a change in control. Further, the options cannot be exercised prior to obtaining stockholder approval of the Plan. If the Plan is not approved by stockholders at the upcoming annual meeting, we will unwind and terminate the Plan and the options will be cancelled.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) Reference is made to the disclosure set forth above under Item 3.02 of this current report, which disclosure is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit Number   Description
     
99.1   Press release of RCI Hospitality Holdings, Inc. dated February 9, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RCI Hospitality Holdings, INC.
     
Date: February 9, 2022 By: /s/ Eric Langan
    Eric Langan
    President and Chief Executive Officer

 

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Exhibit 99.1

 

 

RCI Reports 1Q22 Results

 

HOUSTON—February 9, 2022—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results for the fiscal 2022 first quarter ended December 31, 2021, and filed its Form 10-Q.

 

Highlights 1Q22 vs. 1Q21
   
Total revenues of $61.8 million vs. $38.4 million
   
EPS of $1.12 vs. $1.07
   
Non-GAAP EPS* of $1.10 vs. $0.39
   
Net cash from operating activities of $16.3 million vs. $6.3 million
   
Free cash flow* of $15.3 million vs. $5.7 million
   
Net income of $10.6 million vs. $9.5 million
   
Adjusted EBITDA* of $18.0 million vs. $8.7 million

 

* See “Non-GAAP Financial Measures” below

 

Eric Langan, President and CEO of RCI Hospitality Holdings, Inc., stated: “We want to thank our teams for delivering yet another strong quarter. Nightclubs and Bombshells continued to perform well. Our 12 recent club acquisitions and new company-owned Bombshells in Arlington, TX also contributed to results for part of the quarter. We didn’t experience any noticeable impact until December from Omicron, which, to date, has cycled quickly through our markets.

 

“Looking ahead, we expect further progress with our recent club acquisitions, our first Bombshells franchise to open in San Antonio, TX, and the soft launch of our AdmireMe.com site. We are actively pursuing new club acquisitions as well as Bombshells company-owned locations and franchisees. Our recently announced $18.7 million bank loan has provided us with additional capital to deploy in line with our capital allocation strategy. We had approximately $32 million cash on hand at the end of January.”

 

Conference Call Today at 4:30 PM ET

 

Live Participant Phone: Toll Free 877-545-0523, International 973-528-0016, Passcode: 203629
Live webcast, slides or replay link: https://www.webcaster4.com/Webcast/Page/2209/44464
Phone replay: Toll Free 877-481-4010, International 919-882-2331, Passcode: 44464

 

Meet Management Tonight at 6:00 PM ET

 

Investors are invited to meet management at one of RCI’s top revenue generating clubs
Rick’s Cabaret New York, 50 W. 33rd Street, New York, NY, between Fifth Avenue and Broadway
RSVP your contact information to [email protected] by 5:00 PM ET today

 

1Q22 Segments

 

Nightclubs: 1Q22 revenues of $46.8 million, operating margin of 40.1%, and income from operations of $18.7 million. This compares to 1Q21 revenues of $25.2 million, operating margin of 33.7%, and income from operations of $8.5 million. Revenues and income from operations increased approximately 86% and 121%, respectively, compared to 1Q21, which was still heavily impacted by government restrictions related to COVID-19. Clubs acquired in October-November 2021 contributed approximately 29% of the increase in revenues and approximately 17% of the increase in operating income. Segment revenues and operating margin also benefited from a 107% year-over-year increase in high-margin service revenues.

 

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Bombshells: 1Q22 revenues of $14.8 million, operating margin of 19.0%, and income from operations of $2.8 million. This compares to 1Q21 revenues of $13.0 million, operating margin of 20.9%, and income from operations of $2.7 million. The new location in Arlington, TX, which opened early December, contributed approximately 45% of the increase in revenues and set a record for first month revenues for a new Bombshells. Operating margin and income were affected by a little more than two months of pre-opening costs without sales for Arlington.

 

1Q22 Consolidated (comparisons to 1Q21 and % are of total revenues unless indicated otherwise)

 

Margin improvements in cost of goods sold (14.4% vs. 16.2%), salaries and wages (26.7% vs. 29.9%), and SG&A (29.9% vs. 31.6%) reflected higher Nightclubs sales and margins.
   
Operating margin was 25.7% vs. 17.1%.
   
Interest expense increased $170 thousand primarily due to higher debt related to the October-November acquisitions, but as a percentage of revenues declined to 4.2% from 6.3%.
   
Non-operating gains totaled $84 thousand compared to $4.9 million, reflecting the previously reported 1Q21 debt forgiveness.
   
Income taxes were a $2.9 million expense compared to a benefit of $384 thousand. 1Q21 benefited from a change in the deferred tax asset valuation allowance.
   
Weighted average shares outstanding increased 4.3%, reflecting the partial quarter effect of the shares issued for 11 clubs acquired on October 18, 2021.
   
Debt was $161.9 million at 12/31/21 compared to $125.2 million at 9/30/21. This increase primarily reflected previously reported debt used to finance the October 2021 club acquisitions.

 

Note

 

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. We will continually monitor and evaluate our cash flow situation to determine whether any measures need to be instituted.
   
All references to the “company,” “we,” “our,” and similar terms include RCI Hospitality Holdings, Inc., and its subsidiaries, unless the context indicates otherwise.

 

Non-GAAP Financial Measures

 

In addition to our financial information presented in accordance with GAAP, management uses certain non-GAAP financial measures, within the meaning of the SEC Regulation G, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor non-GAAP financial measures because it describes the operating performance of the Company and helps management and investors gauge our ability to generate cash flow, excluding (or including) some items that management believes are not representative of the ongoing business operations of the Company, but are included in (or excluded from) the most directly comparable measures calculated and presented in accordance with GAAP. Relative to each of the non-GAAP financial measures, we further set forth our rationale as follows:

 

Non-GAAP Operating Income and Non-GAAP Operating Margin. We calculate non-GAAP operating income and non-GAAP operating margin by excluding the following items from income from operations and operating margin: (a) amortization of intangibles, (b) gains or losses on sale of businesses and assets, (c) gains or losses on insurance, and (d) settlement of lawsuits. We believe that excluding these items assists investors in evaluating period-over-period changes in our operating income and operating margin without the impact of items that are not a result of our day-to-day business and operations.

 

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Non-GAAP Net Income and Non-GAAP Net Income per Diluted Share. We calculate non-GAAP net income and non-GAAP net income per diluted share by excluding or including certain items to net income attributable to RCIHH common stockholders and diluted earnings per share. Adjustment items are: (a) amortization of intangibles, (b) gains or losses on sale of businesses and assets, (c) gains or losses on insurance, (d) unrealized gains or losses on equity securities, (e) settlement of lawsuits, (f) gain on debt extinguishment, and (g) the income tax effect of the above-described adjustments. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 22.3% and 19.1% effective tax rate of the pre-tax non-GAAP income before taxes for the three months ended December 31, 2021 and 2020, respectively, and the GAAP income tax expense (benefit). We believe that excluding and including such items help management and investors better understand our operating activities.
   
Adjusted EBITDA. We calculate adjusted EBITDA by excluding the following items from net income attributable to RCIHH common stockholders: (a) depreciation and amortization, (b) income tax expense (benefit), (c) net interest expense, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance, (f) unrealized gains or losses on equity securities, (g) settlement of lawsuits, and (h) gain on debt extinguishment. We believe that adjusting for such items helps management and investors better understand our operating activities. Adjusted EBITDA provides a core operational performance measurement that compares results without the need to adjust for federal, state and local taxes which have considerable variation between domestic jurisdictions. The results are, therefore, without consideration of financing alternatives of capital employed. We use adjusted EBITDA as one guideline to assess our unleveraged performance return on our investments. Adjusted EBITDA is also the target benchmark for our acquisitions of nightclubs.
   
Management also uses non-GAAP cash flow measures such as free cash flow. Free cash flow is derived from net cash provided by operating activities less maintenance capital expenditures. We use free cash flow as the baseline for the implementation of our capital allocation strategy.

 

About RCI Hospitality Holdings, Inc. (Nasdaq: RICK) www.rcihospitality.com

 

With more than 50 units, RCI Hospitality Holdings, Inc., through its subsidiaries, is the country’s leading company in gentlemen’s clubs and sports bars/restaurants. Clubs in New York City, Chicago, Dallas-Fort Worth, Houston, Miami, Minneapolis, Denver, St. Louis, Charlotte, Pittsburgh, Raleigh, Louisville, and other markets operate under brand names such as Rick’s Cabaret, XTC, Club Onyx, Vivid Cabaret, Jaguars Club, Tootsie’s Cabaret, and Scarlett’s Cabaret. Sports bars/restaurants operate under the brand name Bombshells Restaurant & Bar.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements that involve a number of risks and uncertainties that could cause the company’s actual results to differ materially from those indicated, including, but not limited to, the risks and uncertainties associated with (i) operating and managing an adult business, (ii) the business climates in cities where it operates, (iii) the success or lack thereof in launching and building the company’s businesses, (iv) cyber security, (v) conditions relevant to real estate transactions, (vi) the impact of the COVID-19 pandemic, and (vii) numerous other factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. For more detailed discussion of such factors and certain risks and uncertainties, see RCI’s annual report on Form 10-K for the year ended September 30, 2021, as well as its other filings with the U.S. Securities and Exchange Commission. The company has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances.

 

Media & Investor Contacts

 

Gary Fishman and Steven Anreder at 212-532-3232 or [email protected] and [email protected]

 

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RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

    December 31,     September 30,     December 31,  
    2021     2021     2020  
ASSETS                        
Current assets                        
Cash and cash equivalents   $ 17,954     $ 35,686     $ 16,967  
Accounts receivable, net     6,012       7,570       5,334  
Current portion of notes receivable     225       220       211  
Inventories     3,530       2,659       2,394  
Prepaid expenses and other current assets     8,245       1,928       5,348  
Assets held for sale     3,113       4,887       -  
Total current assets     39,079       52,950       30,254  
Property and equipment, net     203,878       175,952       180,548  
Operating lease right-of-use assets     35,845       24,308       25,125  
Notes receivable, net of current portion     5,512       2,839       2,965  
Goodwill     54,484       39,379       45,686  
Intangibles, net     125,314       67,824       73,149  
Other assets     1,566       1,367       882  
Total assets   $ 465,678     $ 364,619     $ 358,609  
                         
LIABILITIES AND EQUITY                        
Current liabilities                        
Accounts payable   $ 5,807     $ 4,408     $ 3,601  
Accrued liabilities     18,413       10,403       13,100  
Current portion of debt obligations, net     9,003       6,434       15,685  
Current portion of operating lease liabilities     2,288       1,780       1,658  
Total current liabilities     35,511       23,025       34,044  
Deferred tax liability, net     22,040       19,137       20,390  
Debt, net of current portion and debt discount and issuance costs     152,847       118,734       119,136  
Operating lease liabilities, net of current portion     35,154       24,150       25,017  
Other long-term liabilities     357       350       360  
Total liabilities     245,909       185,396       198,947  
                         
Commitments and contingencies                        
                         
Equity                        
Preferred stock     -       -       -  
Common stock     95       90       90  
Additional paid-in capital     80,397       50,040       50,040  
Retained earnings     139,888       129,693       110,080  
Total RCIHH stockholders’ equity     220,380       179,823       160,210  
Noncontrolling interests     (611 )     (600 )     (548 )
Total equity     219,769       179,223       159,662  
Total liabilities and equity   $ 465,678     $ 364,619     $ 358,609  

 

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RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share, number of shares and percentage data)

 

    For the Three Months Ended December 31,  
    2021     2020  
    Amount     % of
Revenue
    Amount     % of
Revenue
 
Revenues                                
Sales of alcoholic beverages   $ 26,431       42.7 %   $ 17,360       45.2 %
Sales of food and merchandise     10,894       17.6 %     8,609       22.4 %
Service revenues     20,876       33.8 %     10,060       26.2 %
Other     3,635       5.9 %     2,369       6.2 %
Total revenues     61,836       100.0 %     38,398       100.0 %
Operating expenses                                
Cost of goods sold                                
Alcoholic beverages sold     4,834       18.3 %     3,262       18.8 %
Food and merchandise sold     3,957       36.3 %     2,889       33.6 %
Service and other     100       0.4 %     53       0.4 %
Total cost of goods sold (exclusive of items shown below)     8,891       14.4 %     6,204       16.2 %
Salaries and wages     16,505       26.7 %     11,486       29.9 %
Selling, general and administrative     18,486       29.9 %     12,152       31.6 %
Depreciation and amortization     2,194       3.5 %     2,023       5.3 %
Other gains, net     (151 )     -0.2 %     (50 )     -0.1 %
Total operating expenses     45,925       74.3 %     31,815       82.9 %
Income from operations     15,911       25.7 %     6,583       17.1 %
Other income (expenses)                                
Interest expense     (2,604 )     -4.2 %     (2,434 )     -6.3 %
Interest income     106       0.2 %     60       0.2 %
Non-operating gains, net     84       0.1 %     4,916       12.8 %
Income before income taxes     13,497       21.8 %     9,125       23.8 %
Income tax expense (benefit)     2,933       4.7 %     (384 )     -1.0 %
Net income     10,564       17.1 %     9,509       24.8 %
Net loss attributable to noncontrolling interests     11       0.0 %     134       0.3 %
Net income attributable to RCIHH common shareholders   $ 10,575       17.1 %   $ 9,643       25.1 %
                                 
Earnings per share                                
Basic and diluted   $ 1.12             $ 1.07          
                                 
Weighted average shares outstanding                                
Basic and diluted     9,407,519               9,019,088          
                                 
Dividends per share   $ 0.04             $ 0.04          

 

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RCI HOSPITALITY HOLDINGS, INC.

NON-GAAP FINANCIAL MEASURES

(in thousands, except per share, number of shares and percentage data)

 

    For the Three Months Ended  
    December 31,  
    2021     2020  
Reconciliation of GAAP net income to Adjusted EBITDA                
Net income attributable to RCIHH common stockholders   $ 10,575     $ 9,643  
Income tax expense (benefit)     2,933       (384 )
Interest expense, net     2,498       2,374  
Settlement of lawsuits     192       152  
Gain on sale of businesses and assets     (342 )     (5 )
Gain on debt extinguishment     (85 )     (4,949 )
Unrealized loss on equity securities     1       33  
Gain on insurance     (1 )     (197 )
Depreciation and amortization     2,194       2,023  
Adjusted EBITDA   $ 17,965     $ 8,690  
                 
Reconciliation of GAAP net income to non-GAAP net income                
Net income attributable to RCIHH common stockholders   $ 10,575     $ 9,643  
Amortization of intangibles     50       79  
Settlement of lawsuits     192       152  
Gain on sale of businesses and assets     (342 )     (5 )
Gain on debt extinguishment     (85 )     (4,949 )
Unrealized loss on equity securities     1       33  
Gain on insurance     (1 )     (197 )
Net income tax effect     (38 )     (1,219 )
Non-GAAP net income   $ 10,352     $ 3,537  
                 
Reconciliation of GAAP diluted earnings per share to non-GAAP diluted earnings per share                
Diluted shares     9,407,519       9,019,088  
GAAP diluted earnings per share
  $ 1.12     $ 1.07  
Amortization of intangibles     0.01       0.01  
Settlement of lawsuits     0.02       0.02  
Gain on sale of businesses and assets     (0.04 )     (0.00 )
Gain on debt extinguishment     (0.01 )     (0.55 )
Unrealized loss on equity securities     0.00       0.00  
Gain on insurance     (0.00 )     (0.02 )
Net income tax effect     (0.00 )     (0.14 )
Non-GAAP diluted earnings per share   $ 1.10     $ 0.39  
                 
Reconciliation of GAAP operating income to non-GAAP operating income                
Income from operations   $ 15,911     $ 6,583  
Amortization of intangibles     50       79  
Settlement of lawsuits     192       152  
Gain on sale of businesses and assets     (342 )     (5 )
Gain on insurance     (1 )     (197 )
Non-GAAP operating income   $ 15,810     $ 6,612  
                 
Reconciliation of GAAP operating margin to non-GAAP operating margin                
GAAP operating margin     25.7 %     17.1 %
Amortization of intangibles     0.1 %     0.2 %
Settlement of lawsuits     0.3 %     0.4 %
Gain on sale of businesses and assets     -0.6 %     0.0 %
Gain on insurance     0.0 %     -0.5 %
Non-GAAP operating margin     25.6 %     17.2 %
                 
Reconciliation of net cash provided by operating activities to free cash flow                
Net cash provided by operating activities   $ 16,264     $ 6,274  
Less: Maintenance capital expenditures     998       605  
Free cash flow   $ 15,266     $ 5,669  

 

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RCI HOSPITALITY HOLDINGS, INC.

SEGMENT INFORMATION

(in thousands)

 

    For the Three Months Ended  
    December 31,  
    2021     2020  
Revenues                
Nightclubs   $ 46,781     $ 25,197  
Bombshells     14,771       13,006  
Other     284       195  
    $ 61,836     $ 38,398  
                 
Income (loss) from operations                
Nightclubs   $ 18,736     $ 8,495  
Bombshells     2,802       2,717  
Other     (43 )     (75 )
General corporate     (5,584 )     (4,554 )
    $ 15,911     $ 6,583  

 

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RCI HOSPITALITY HOLDINGS, INC.

NON-GAAP SEGMENT INFORMATION

($ in thousands)

 

    For the Three Months Ended December 31, 2021     For the Three Months Ended December 31, 2020  
    Nightclubs     Bombshells     Other     Corporate     Total     Nightclubs     Bombshells     Other     Corporate     Total  
Income (loss) from operations   $ 18,736     $ 2,802     $ (43 )   $ (5,584 )   $ 15,911     $ 8,495     $ 2,717     $ (75 )   $ (4,554 )   $ 6,583  
Amortization of intangibles     47       3       -       -       50       47       4       28       -       79  
Settlement of lawsuits     177       10       -       5       192       118       34       -       -       152  
Loss (gain) on sale of businesses and assets     45       13       -       (400 )     (342 )     -       -       -       (5 )     (5 )
Gain on insurance     (1 )     -       -       -       (1 )     (197 )     -       -       -       (197 )
Non-GAAP operating income (loss)   $ 19,004     $ 2,828     $ (43 )   $ (5,979 )   $ 15,810     $ 8,463     $ 2,755     $ (47 )   $ (4,559 )   $ 6,612  
                                                                                 
GAAP operating margin     40.1 %     19.0 %     -15.1 %     -9.0 %     25.7 %     33.7 %     20.9 %     -38.5 %     -11.9 %     17.1 %
Non-GAAP operating margin     40.6 %     19.1 %     -15.1 %     -9.7 %     25.6 %     33.6 %     21.2 %     -24.1 %     -11.9 %     17.2 %

 

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RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

    For the Three Months Ended  
    December 31, 2021     December 31, 2020  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income   $ 10,564     $ 9,509  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     2,194       2,023  
Deferred income tax benefit     -       -  
Gain on sale of businesses and assets     (523 )     (5 )
Gain on debt extinguishment     (83 )     (4,920 )
Unrealized loss on equity securities     1       33  
Amortization of debt discount and issuance costs     51       51  
Doubtful accounts expense (reversal) on notes receivable
    17       (93 )
Noncash lease expense     629       421  
Gain on insurance     -       (250 )
Changes in operating assets and liabilities:                
Accounts receivable     1,344       1,433  
Inventories     (445 )     (22 )
Prepaid expenses, other current assets and other assets     (6,519 )     1,125  
Accounts payable, accrued and other liabilities     9,034       (3,031 )
Net cash provided by operating activities     16,264       6,274  
CASH FLOWS FROM INVESTING ACTIVITIES                
Proceeds from sale of businesses and assets     803       -  
Proceeds from insurance     185       250  
Proceeds from notes receivable     34       26  
Payments for property and equipment and intangible assets     (9,850 )     (1,289 )
Acquisition of businesses, net of cash acquired     (39,302 )     -  
Net cash used in investing activities     (48,130 )     (1,013 )
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from debt obligations     17,002       -  
Payments on debt obligations     (2,488 )     (1,745 )
Purchase of treasury stock     -       (1,794 )
Payment of dividends     (380 )     (360 )
Net cash provided by (used in) financing activities     14,134       (3,899 )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (17,732 )     1,362  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     35,686       15,605  
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 17,954     $ 16,967  

 

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