FALSE000093541900009354192023-02-092023-02-09

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, 2023
RCI HOSPITALITY HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Texas001-1399276-0458229
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueRICKThe 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 o
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. o



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 9, 2023, we issued a press release announcing results for the fiscal quarter ended December 31, 2022 and the filing of our quarterly report on Form 10-Q for that quarter. Also on February 9, 2023, 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits
 
Exhibit Number Description
   
99.1 
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, 2023By:/s/ Eric Langan
Eric Langan
President and Chief Executive Officer
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RCI Reports 1Q23 Results: Total Revenues $70.0M, GAAP EPS $1.11, Non-GAAP EPS $1.19
Twitter Spaces Conference Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight
HOUSTON—February 9, 2023—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results and filed its Form 10-Q for the fiscal 2023 first quarter ended December 31, 2022.
Summary Financials1Q23Change YoY
Total Revenues$70.0M+13.2%
EPS$1.11-0.9%
Non-GAAP EPS*$1.19+8.2%
Net Cash from Operating Activities$14.9M-8.4%
Free Cash Flow*$13.0M-14.6%
Net Income Attributable to RCIHH Common Stockholders$10.2M-3.2%
Adjusted EBITDA*$20.5M+13.9%
Weighted Average Number of Basic & Diluted Shares Outstanding9.2M-1.9%
* See “Non-GAAP Financial Measures” below.
Eric Langan, President and CEO of RCI Hospitality Holdings, Inc., said: “1Q23 results were generally in line with our expectations as we launched our big, three-year growth plan for fiscal 23-25. Thanks to our loyal and dedicated teams for all their hard work and effort.”
“During 1Q23, a 21.4% year-over-year increase in Nightclubs operating income more than offset challenging comparisons in Bombshells. GAAP EPS and net cash from operating activities, and non-GAAP EPS and free cash flow, were affected by higher than anticipated repairs and maintenance capital expenditures that happened to occur during the quarter. Nonetheless, adjusted EBITDA increased 13.9% year-over-year, and we ended 1Q23 with $34.1 million in cash.”
“To continue with our mission of growing free cash flow and adjusted EBITDA in the years ahead, we now have numerous acquisitions and projects in development. These include our pending acquisition of the five Baby Dolls and Chicas Locas adult nightclubs in Dallas, Fort Worth and Houston; our exciting new Rick’s Cabaret Steakhouse & Casino in Central City, CO; and new Bombshells in Alabama, Colorado, and Texas.”
Conference Call at 4:30 PM ET Today
Participants need to use Twitter Spaces on their mobile phones to ask questions during the Q&A
Twitter Spaces
TelephoneWebcast, Slides & Replay
https://twitter.com/i/spaces/1lDxLnmRpnRGm
Hosted by: @RicksCEO, @BradleyChhay, and @itsmarkmoran
Toll Free 888-506-0062
International: 973-528-0011
Passcode: 677580
https://www.webcaster4.com/Webcast/Page/2209/47578
Meet Management at 7:00 PM ET Tonight
Investors are invited to Meet Management at one of RCI’s top revenue generating clubs
Rick’s Cabaret New York, 50 W 33rd St, New York, NY 10001
RSVP your contact information to gary.fishman@anreder.com by 5:00 PM ET today
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1Q23 Segments
Nightclubs: Revenues of $56.3 million and operating income of $22.7 million. 1Q23 revenues included $15.3 million from the 15 clubs acquired in FY22 and one of two clubs acquired in 1Q23, and a 23.4% year-over-year increase in higher-margin service revenues. Same-store sales also increased.1 Operating margin was 40.4% versus 40.1% in 1Q22 due to increased operating leverage from higher sales, partially offset by increased amortization of club licenses.
Bombshells: Revenues of $13.4 million and operating income of $1.8 million. Revenues included $1.3 million in sales from the Arlington, TX, location (opened December 2021). Same-store sales declined.1 Operating margin was 13.8% versus 19.0% primarily due to reduced operating leverage compared with 1Q22, when the chain benefitted from an unusually favorable local market environment.
1Q23 Consolidated (Comparisons are to 1Q22 and % are of total revenues unless indicated otherwise)
Cost of goods sold: 12.9% vs. 14.4% mainly due to increased higher-margin service revenues in the sales mix.
Salaries and wages: Level at 26.7% vs. 26.7%.
SG&A: 32.5% vs. 29.9% mainly due to non-cash stock-based compensation of $0.9 million and $0.4 million of repairs. Excluding these items, 1Q23 SG&A would have been 29.5%.
Depreciation and amortization: 4.7% vs. 3.5% due to increased depreciable assets from newly acquired and constructed units and amortization of licenses from clubs at leased locations.
Operating margin: 24.2% vs. 25.7% (level at 25.6% vs. 25.6% non-GAAP).
Interest expense: 5.3% vs. 4.2%, primarily reflecting higher average debt mostly from seller-financed promissory notes from FY22 acquisitions.
Income tax expense: $3.0 million vs. $2.9 million. The effective tax rate was 22.8% compared to 21.7%.
Weighted average shares outstanding: Decreased 1.9% due to repurchases, partially offset by shares issued for clubs acquired in October 2021.
Debt: $211.2 million at 12/31/22 compared to $202.5 million at 9/30/22. The increase primarily reflected financing for the acquisitions of Heartbreakers Gentlemen’s Club; Lubbock, TX land for a Bombshells; and the Denver food hall.
Note
The novel coronavirus (COVID-19) pandemic disrupted and may continue to disrupt our business, which has and could continue to materially affect our operations, financial condition, and results of operations for an extended period of time. 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, (d) settlement of lawsuits, and (e) stock-based compensation. 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.
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, (g) stock-based compensation, and (h) 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 22.7% and 22.3% effective tax rate of the pre-tax non-GAAP income before taxes for the three months ended December 31, 2022 and 2021, 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.
1 See our January 10, 2023 news release on 1Q23 sales for more details.
2


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, (h) gain on debt extinguishment, and (i) stock-based compensation. 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) (Twitter: @RCIHHinc)
With more than 60 locations, RCI Hospitality Holdings, Inc., through its subsidiaries, is the country’s leading company in adult nightclubs and sports bars/restaurants. See all our brands at www.rcihospitality.com.
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 entertainment or restaurant 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 or restaurant 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, 2022, 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 gary.fishman@anreder.com and steven.anreder@anreder.com
3


RCI HOSPITALITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share, number of shares and percentage data)
For the Three Months Ended December 31,
20222021
Amount% of
Revenue
Amount% of
Revenue
Revenues
Sales of alcoholic beverages$29,65042.4 %$26,43142.7 %
Sales of food and merchandise10,347 14.8 %10,894 17.6 %
Service revenues25,563 36.5 %20,876 33.8 %
Other4,408 6.3 %3,635 5.9 %
Total revenues69,968 100.0 %61,836 100.0 %
Operating expenses
Cost of goods sold
Alcoholic beverages sold5,374 18.1 %4,834 18.3 %
Food and merchandise sold3,586 34.7 %3,957 36.3 %
Service and other49 0.2 %100 0.4 %
Total cost of goods sold (exclusive of items shown below)9,009 12.9 %8,891 14.4 %
Salaries and wages18,676 26.7 %16,505 26.7 %
Selling, general and administrative22,732 32.5 %18,486 29.9 %
Depreciation and amortization3,307 4.7 %2,194 3.5 %
Other gains, net(654)-0.9 %(151)-0.2 %
Total operating expenses53,070 75.8 %45,925 74.3 %
Income from operations16,898 24.2 %15,911 25.7 %
Other income (expenses)
Interest expense(3,687)-5.3 %(2,604)-4.2 %
Interest income91 0.1 %106 0.2 %
Non-operating gains, net— — %84 0.1 %
Income before income taxes13,302 19.0 %13,497 21.8 %
Income tax expense3,031 4.3 %2,933 4.7 %
Net income10,271 14.7 %10,564 17.1 %
Net loss (income) attributable to noncontrolling interests(33)— %11 — %
Net income attributable to RCIHH common shareholders$10,23814.6 %$10,57517.1 %
Earnings per share
Basic and diluted$1.11 $1.12 
Weighted average shares outstanding
Basic and diluted9,230,258 9,407,519 
4


Dividends per share$0.05 $0.04 

5


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,
20222021
Reconciliation of GAAP net income to Adjusted EBITDA
Net income attributable to RCIHH common stockholders$10,238$10,575
Income tax expense3,031 2,933 
Interest expense, net3,596 2,498 
Settlement of lawsuits— 192 
Gain on sale of businesses and assets(590)(342)
Gain on debt extinguishment— (85)
Unrealized loss on equity securities— 
Gain on insurance(64)(1)
Stock-based compensation941 — 
Depreciation and amortization3,307 2,194 
Adjusted EBITDA$20,459$17,965
Reconciliation of GAAP net income to non-GAAP net income
Net income attributable to RCIHH common stockholders$10,238$10,575
Amortization of intangibles695 50 
Settlement of lawsuits— 192 
Gain on sale of businesses and assets(590)(342)
Gain on debt extinguishment— (85)
Unrealized loss on equity securities— 
Gain on insurance(64)(1)
Stock-based compensation941 — 
Net income tax effect(200)(38)
Non-GAAP net income$11,020$10,352
Reconciliation of GAAP diluted earnings per share to non-GAAP diluted earnings per share
Diluted shares9,230,258 9,407,519 
GAAP diluted earnings per share$1.11 $1.12 
Amortization of intangibles0.08 0.01 
Settlement of lawsuits— 0.02 
Gain on sale of businesses and assets(0.06)(0.04)
Gain on debt extinguishment— (0.01)
Unrealized loss on equity securities— — 
Gain on insurance(0.01)— 
Stock-based compensation0.10 — 
Net income tax effect(0.02)— 
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Non-GAAP diluted earnings per share$1.20 $1.10 
Reconciliation of GAAP operating income to non-GAAP operating income
Income from operations$16,898$15,911
Amortization of intangibles695 50 
Settlement of lawsuits— 192 
Gain on sale of businesses and assets(590)(342)
Gain on insurance(64)(1)
Stock-based compensation941 — 
Non-GAAP operating income$17,880$15,810
Reconciliation of GAAP operating margin to non-GAAP operating margin
GAAP operating margin24.2 %25.7 %
Amortization of intangibles1.0 %0.1 %
Settlement of lawsuits— %0.3 %
Gain on sale of businesses and assets-0.8 %-0.6 %
Gain on insurance-0.1 %— %
Stock-based compensation1.3 %— %
Non-GAAP operating margin25.6 %25.6 %
Reconciliation of net cash provided by operating activities to free cash flow
Net cash provided by operating activities$14,895$16,264
Less: Maintenance capital expenditures1,864 998 
Free cash flow$13,031$15,266
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RCI HOSPITALITY HOLDINGS, INC.
SEGMENT INFORMATION
(in thousands)
For the Three Months
Ended December 31,
20222021
Revenues
Nightclubs$56,325$46,781
Bombshells13,431 14,771 
Other212 284 
$69,968$61,836
Income (loss) from operations
Nightclubs$22,740$18,736
Bombshells1,847 2,802 
Other(185)(43)
Corporate(7,504)(5,584)
$16,898$15,911
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RCI HOSPITALITY HOLDINGS, INC.
NON-GAAP SEGMENT INFORMATION
($ in thousands)
For the Three Months Ended December 31, 2022For the Three Months Ended December 31, 2021
NightclubsBombshellsOtherCorporateTotalNightclubsBombshellsOtherCorporateTotal
Income (loss) from operations$22,740$1,847$(185)$(7,504)$16,898$18,736$2,802$(43)$(5,584)$15,911
Amortization of intangibles628 61 695 47 — — 50 
Settlement of lawsuits— — — — — 177 10 — 192 
Loss (gain) on sale of businesses and assets(569)— — (21)(590)45 13 — (400)(342)
Gain on insurance(48)— — (16)(64)(1)— — — (1)
Stock-based compensation— — — 941 941 — — — — 
Non-GAAP operating income (loss)$22,751$1,849$(124)$(6,596)$17,880$19,004$2,828$(43)$(5,979)$15,810
GAAP operating margin40.4 %13.8 %-87.3 %-10.7 %24.2 %40.1 %19.0 %-15.1 %-9.0 %25.7 %
Non-GAAP operating margin40.4 %13.8 %-58.5 %-9.4 %25.6 %40.6 %19.1 %-15.1 %-9.7 %25.6 %
9


RCI HOSPITALITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Three Months
Ended December 31,
20222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$10,271$10,564
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization3,307 2,194 
Gain on sale of businesses and assets(686)(523)
Gain on debt extinguishment— (83)
Unrealized loss on equity securities— 
Amortization of debt discount and issuance costs144 51 
Doubtful accounts expense on notes receivable— 17 
Noncash lease expense719 629 
Stock-based compensation941 — 
Gain on insurance(64)— 
Changes in operating assets and liabilities:
Accounts receivable1,447 1,344 
Inventories(94)(445)
Prepaid expenses, other current assets and other assets(7,208)(6,519)
Accounts payable, accrued and other liabilities6,118 9,034 
Net cash provided by operating activities14,895 16,264 
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of businesses and assets2,784 803 
Proceeds from insurance64 185 
Proceeds from notes receivable55 34 
Payments for property and equipment and intangible assets(12,553)(9,850)
Acquisition of businesses, net of cash acquired(4,000)(39,302)
Net cash used in investing activities(13,650)(48,130)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt obligations1,500 17,002 
Payments on debt obligations(3,361)(2,488)
Purchase of treasury stock(98)— 
Payment of dividends(462)(380)
Payment of loan origination costs(96)— 
Share in return of investment by noncontrolling partner(600)— 
Net cash provided by (used in) financing activities(3,117)14,134 
NET DECREASE IN CASH AND CASH EQUIVALENTS(1,872)(17,732)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD35,980 35,686 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$34,108$17,954
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RCI HOSPITALITY HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31,September 30,December 31,
202220222021
ASSETS
Current assets
Cash and cash equivalents$34,108$35,980$17,954
Accounts receivable, net6,016 8,510 6,012 
Current portion of notes receivable235 230 225 
Inventories4,051 3,893 3,530 
Prepaid expenses and other current assets8,611 1,499 8,245 
Assets held for sale— 1,049 3,113 
Total current assets53,021 51,161 39,079 
Property and equipment, net246,536 224,615 203,878 
Operating lease right-of-use assets36,329 37,048 35,845 
Notes receivable, net of current portion4,631 4,691 5,512 
Goodwill70,189 67,767 54,484 
Intangibles, net143,949 144,049 125,314 
Other assets1,503 1,407 1,566 
Total assets$556,158$530,738$465,678
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$5,182$5,482$5,807
Accrued liabilities18,864 11,328 18,413 
Current portion of debt obligations, net13,291 11,896 9,003 
Current portion of operating lease liabilities2,850 2,795 2,288 
Total current liabilities40,187 31,501 35,511 
Deferred tax liability, net30,562 30,562 22,040 
Debt, net of current portion and debt discount and issuance costs197,943 190,567 152,847 
Operating lease liabilities, net of current portion35,270 36,001 35,154 
Other long-term liabilities386 349 357 
Total liabilities304,348 288,980 245,909 
Commitments and contingencies
Equity
Preferred stock— — — 
Common stock92 92 95 
Additional paid-in capital68,070 67,227 80,397 
Retained earnings183,726 173,950 139,888 
Total RCIHH stockholders' equity251,888 241,269 220,380 
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Noncontrolling interests(78)489 (611)
Total equity251,810 241,758 219,769 
Total liabilities and equity$556,158$530,738$465,678
12