United States securities and exchange commission logo
February 9, 2022
Eric Langan
Chief Executive Officer and President
RCI Hospitality Holdings, Inc.
10737 Cutten Road
Houston, TX 77066
Re: RCI Hospitality
Holdings, Inc.
Form 10-K for the
Fiscal Year Ended September 30, 2021
Filed December 14,
2021
File No. 001-13992
Dear Mr. Langan:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to the comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Non-GAAP Financial Measures, page 35
1. Please present the most
comparable GAAP measures with equal or greater prominence to
your non-GAAP measures.
In this regard, free cash flow on page 24 and adjusted
EBITDA on page 40 are
disclosed without their most comparable GAAP measures. Refer
to Item 10(e)(1)(i)(A)
of Regulation S-K and Question 102.10 of the Compliance and
Disclosure
Interpretations Regarding Non-GAAP Measures.
Eric Langan
RCI Hospitality Holdings, Inc.
February 9, 2022
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Keira Nakada at 202-551-3659 or Linda Cvrkel at
202-551-3813 with
any questions.
FirstName LastNameEric Langan Sincerely,
Comapany NameRCI Hospitality Holdings, Inc.
Division of
Corporation Finance
February 9, 2022 Page 2 Office of Trade &
Services
FirstName LastName
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