RCI HOSPITALITY HOLDINGS, INC. (Form: 8-K, Received: 02/10/2021 17:30:34)

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, 2021

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, 2021, we issued a press release announcing the filing of our quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2020 and announced results for the fiscal quarter ended December 31, 2020. Also on February 9, 2021, we held 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		Press release of RCI Hospitality Holdings, Inc. dated February 9, 2021

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 10, 2021	By:	/s/ Eric Langan
		Eric Langan
		President and Chief Executive Officer

Exhibit 99.1

RCI Reports Positive Operating Cash Flow and EPS for 1Q21

HOUSTON—February 9, 2021—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results for the fiscal 2021 first quarter ended December 31, 2020 and filed its Form 10-Q. Results are not comparable to year-ago periods due to the COVID-19 pandemic, which has caused state and local governments to restrict the opening, occupancy, and operating hours of locations in different ways, at different times.

1Q21 Highlights

●	GAAP EPS of $1.07 and non-GAAP EPS of $0.39
●	GAAP results included $4.9 million pre-tax gain from debt extinguishment and a $384,000 tax benefit
●	Weighted average shares outstanding declined 3.3% year-over-year
●	$17.0 million cash and cash equivalents at December 31, 2020
●	Net cash from operating activities of $6.3 million and free cash flow* of $5.7 million
●	Total revenues of $38.4 million, up 33% from 4Q20 and equal to 79% of 1Q20 revenues
●	Nightclubs segment revenues of $25.2 million with 33.7% operating margin
●	Bombshells segment revenues of $13.0 million with 20.9% operating margin

Eric Langan, President & CEO, said: “1Q21 saw the best overall company and Nightclubs performance since the pandemic began in our March 2020 quarter, as well as continued strong Bombshells results. This enabled us to keep our teams employed, generate free cash flow, build cash, and achieve operating and net profitability on a GAAP and non-GAAP basis. Once again, we thank our loyal customers, dedicated team members, and steadfast investors.

“Looking ahead, we’re encouraged more clubs have been allowed to reopen and hope this trend continues as the COVID-19 vaccines are rolled out. As of today, 31 clubs and all 10 Bombshells are open. We’re also evaluating potential club acquisitions. To expand Bombshells, we recently acquired a great site in the Dallas area and are conducting due diligence on three more. In addition, we are closely collaborating with our initial franchisee on their first location and continue to speak with potential new franchisees. As part of the effort to refinance our real estate debt at better terms, we are awaiting results of appraisals.”

Conference Call Today at 4:30 PM ET

●	Live Participant Phone Number: Toll Free 877-407-9210, International 201-689-8049
●	Access the live webcast, slides or replay here: https://www.webcaster4.com/Webcast/Page/2209/39831
●	Phone replay: Toll Free 877-481-4010, International 919-882-2331, Passcode: 39831

1Q21 Statement of Operations (All comparisons are to 1Q20)

●	Consolidated revenues of $38.4 million compared to $48.4 million. By segment, Bombshells generated $13.0 million compared to $10.4 million, and Nightclubs generated $25.2 million compared to $37.9 million.
●	During 1Q21, 24 clubs were open the full quarter and 26 by period end, and all 10 Bombshells were open the full quarter. During 1Q20, 38 clubs were open, and the ninth Bombshells opened October 2019.

●	Cost of goods sold was 16.2% vs. 14.0% of revenues due to the change in sales mix from a higher proportion of food and a lower proportion of service revenues.
●	Salaries and wages were 29.9% vs. 27.3% of revenues, reflecting the impact of fixed salaries on lower sales.
●	SG&A was 31.6% vs. 34.2% of revenues due to cost-savings initiatives and lower variable expenses due to lower sales, partially offset by fixed expenses.
●	Income from operations was $6.6 million (17.1% of revenues) vs. $9.7 million (20.0% of revenues).
●	Bombshells segment profitability increased 73% to $2.7 million on a 26% increase in sales and a 570 basis point increase in margin to 20.9% of segment revenues. Results reflected higher sales, more consistent traffic while operating in line with indoor restrictions, and greater operating leverage.
●	Nightclubs segment generated $8.5 million in operating income with a 33.7% operating margin. This is the segment’s best performance since the 2Q20 quarter, when the pandemic was declared March 13, 2020.
●	Non-operating gains of $4.9 million pre-tax from debt extinguishment of forgiven loans.
●	Tax benefit of $384,000 caused primarily by reversal of the tax valuation allowance and the impact of the loan forgiveness.

December 31, 2020 Balance Sheet (All comparisons are to September 30, 2020)

●	Cash and cash equivalents of $17.0 million compared to $15.6 million.
●	Debt of $134.8 million compared to $141.4 million, reflecting debt extinguishment and regular paydowns.

Note

●	As of the release of this report, we do not know the future extent and duration of the COVID-19 pandemic on our businesses. Lower sales caused by social distancing guidelines could lead to adverse financial results. We are continually monitoring and evaluating the situation and will determine any further measures to be instituted, which could include refinancing several of our debt obligations.
●	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.

●	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 19.1% and 21.8% effective tax rate of the pre-tax non-GAAP income before taxes for the three months ended December 31, 2020 and 2019, 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)

With more than 40 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/Ft. Worth, Houston, Miami, Minneapolis, St. Louis, Charlotte, Pittsburgh, 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. Please visit http://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 in this press release, 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, 2020 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]

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and percentage data)

	For the Three Months Ended December 31,
	2020						2019
	Amount			% of Revenue			Amount			% of Revenue
Revenues
Sales of alcoholic beverages	$	17,360			45.2	%	$	20,743			42.9	%
Sales of food and merchandise		8,609			22.4	%		7,447			15.4	%
Service revenues		10,060			26.2	%		17,193			35.5	%
Other		2,369			6.2	%		3,011			6.2	%
Total revenues		38,398			100.0	%		48,394			100.0	%
Operating expenses
Cost of goods sold
Alcoholic beverages sold		3,262			18.8	%		4,146			20.0	%
Food and merchandise sold		2,863			33.3	%		2,553			34.3	%
Service and other		79			0.6	%		77			0.4	%
Total cost of goods sold (exclusive of items shown below)		6,204			16.2	%		6,776			14.0	%
Salaries and wages		11,486			29.9	%		13,223			27.3	%
Selling, general and administrative		12,152			31.6	%		16,531			34.2	%
Depreciation and amortization		2,023			5.3	%		2,204			4.6	%
Other gains, net		(50	)		-0.1	%		(26	)		-0.1	%
Total operating expenses		31,815			82.9	%		38,708			80.0	%
Income from operations		6,583			17.1	%		9,686			20.0	%
Other income (expenses)
Interest expense		(2,434	)		-6.3	%		(2,485	)		-5.1	%
Interest income		60			0.2	%		98			0.2	%
Non-operating gains (losses), net		4,916			12.8	%		(72	)		-0.1	%
Income before income taxes		9,125			23.8	%		7,227			14.9	%
Income tax expense (benefit)		(384	)		-1.0	%		1,593			3.3	%
Net income		9,509			24.8	%		5,634			11.6	%
Net loss attributable to noncontrolling interests		134			0.3	%		-			0.0	%
Net income attributable to RCIHH common shareholders	$	9,643			25.1	%	$	5,634			11.6	%

Earnings per share
Basic and diluted	$	1.07					$	0.60

Weighted average shares outstanding
Basic and diluted					9,019						9,322

Dividends per share	$	0.04					$	0.03

RCI HOSPITALITY HOLDINGS, INC.

NON-GAAP FINANCIAL MEASURES

(in thousands, except per share and percentage data)

	For the Three Months
	Ended December 31,
	2020			2019
Reconciliation of GAAP net income to Adjusted EBITDA
Net income attributable to RCIHH common stockholders	$	9,643		$	5,634
Income tax expense (benefit)		(384	)		1,593
Interest expense, net		2,374			2,387
Settlement of lawsuits		152			24
Gain on sale of businesses and assets		(5	)		(30	)
Gain on debt extinguishment		(4,949	)		-
Unrealized loss on equity securities		33			72
Gain on insurance		(197	)		(20	)
Depreciation and amortization		2,023			2,204
Adjusted EBITDA	$	8,690		$	11,864

Reconciliation of GAAP net income to non-GAAP net income
Net income attributable to RCIHH common stockholders	$	9,643		$	5,634
Amortization of intangibles		79			156
Settlement of lawsuits		152			24
Gain on sale of businesses and assets		(5	)		(30	)
Gain on debt extinguishment		(4,949	)		-
Unrealized loss on equity securities		33			72
Gain on insurance		(197	)		(20	)
Net income tax effect		(1,219	)		(26	)
Non-GAAP net income	$	3,537		$	5,810

Reconciliation of GAAP diluted earnings per share to non-GAAP diluted earnings per share
Diluted shares		9,019			9,322
GAAP diluted earnings per share	$	1.07		$	0.60
Amortization of intangibles		0.01			0.02
Settlement of lawsuits		0.02			0.00
Gain on sale of businesses and assets		(0.00	)		(0.00	)
Gain on debt extinguishment		(0.55	)		-
Unrealized loss on equity securities		0.00			0.01
Gain on insurance		(0.02	)		(0.00	)
Net income tax effect		(0.14	)		(0.00	)
Non-GAAP diluted earnings per share	$	0.39		$	0.62

Reconciliation of GAAP operating income to non-GAAP operating income
Income from operations	$	6,583		$	9,686
Amortization of intangibles		79			156
Settlement of lawsuits		152			24
Gain on sale of businesses and assets		(5	)		(30	)
Gain on insurance		(197	)		(20	)
Non-GAAP operating income	$	6,612		$	9,816

Reconciliation of GAAP operating margin to non-GAAP operating margin
GAAP operating margin		17.1	%		20.0	%
Amortization of intangibles		0.2	%		0.3	%
Settlement of lawsuits		0.4	%		0.0	%
Gain on sale of businesses and assets		0.0	%		-0.1	%
Gain on insurance		-0.5	%		0.0	%
Non-GAAP operating margin		17.2	%		20.3	%

Reconciliation of net cash provided by operating activities to free cash flow
Net cash provided by operating activities	$	6,274		$	10,273
Less: Maintenance capital expenditures		605			1,021
Free cash flow	$	5,669		$	9,252

RCI HOSPITALITY HOLDINGS, INC.

SEGMENT INFORMATION

(in thousands)

	For the Three Months
	Ended December 31,
	2020			2019
Revenues
Nightclubs	$	25,197		$	37,859
Bombshells		13,006			10,350
Other		195			185
	$	38,398		$	48,394

Income (loss) from operations
Nightclubs	$	8,495		$	13,776
Bombshells		2,717			1,573
Other		(75	)		(207	)
General corporate		(4,554	)		(5,456	)
	$	6,583		$	9,686

RCI HOSPITALITY HOLDINGS, INC.

NON-GAAP SEGMENT INFORMATION

($ in thousands)

	For the Three Months Ended December 31, 2020															For the Three Months Ended December 31, 2019
	Nightclubs			Bombshells			Other			Corporate			Total			Nightclubs			Bombshells			Other			Corporate			Total
Income (loss) from operations	$	8,495		$	2,717		$	(75	)	$	(4,554	)	$	6,583		$	13,776		$	1,573		$	(207	)	$	(5,456	)	$	9,686
Amortization of intangibles		47			4			28			-			79			57			4			95			-			156
Settlement of lawsuits		118			34			-			-			152			24			-			-			-			24
Gain on sale of businesses and assets		-			-			-			(5	)		(5	)		3			-			-			(33	)		(30	)
Gain on insurance		(197	)		-			-			-			(197	)		(20	)		-			-			-			(20	)
Non-GAAP operating income (loss)	$	8,463		$	2,755		$	(47	)	$	(4,559	)	$	6,612		$	13,840		$	1,577		$	(112	)	$	(5,489	)	$	9,816

GAAP operating margin		33.7	%		20.9	%		-38.5	%		-11.9	%		17.1	%		36.4	%		15.2	%		-111.9	%		-11.3	%		20.0	%
Non-GAAP operating margin		33.6	%		21.2	%		-24.1	%		-11.9	%		17.2	%		36.6	%		15.2	%		-60.5	%		-11.3	%		20.3	%

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the Three Months Ended
	December 31, 2020			December 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	9,509		$	5,634
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		2,023			2,204
Deferred income tax benefit		-			(150	)
Gain on sale of businesses and assets		(5	)		(30	)
Gain on debt extinguishment		(4,920	)		-
Unrealized loss on equity securities		33			72
Amortization of debt discount and issuance costs		51			61
Doubtful accounts reversal on notes receivable		(93	)		-
Noncash lease expense		421			329
Gain on insurance		(250	)		(20	)
Changes in operating assets and liabilities:
Accounts receivable		1,433			2,345
Inventories		(22	)		(141	)
Prepaid expenses, other current assets and other assets		1,125			1,565
Accounts payable, accrued and other liabilities		(3,031	)		(1,596	)
Net cash provided by operating activities		6,274			10,273
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of businesses and assets		-			51
Proceeds from insurance		250			932
Proceeds from notes receivable		26			357
Payments for property and equipment and intangible assets		(1,289	)		(4,058	)
Net cash used in investing activities		(1,013	)		(2,718	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt obligations		-			318
Payments on debt obligations		(1,745	)		(2,081	)
Purchase of treasury stock		(1,794	)		(6,441	)
Payment of dividends		(360	)		(279	)
Distribution to noncontrolling interests		-			(10	)
Net cash used in financing activities		(3,899	)		(8,493	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,362			(938	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		15,605			14,097
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	16,967		$	13,159

RCI HOSPITALITY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31,			September 30,			December 31,
	2020			2020			2019
ASSETS
Current assets
Cash and cash equivalents	$	16,967		$	15,605		$	13,159
Accounts receivable, net		5,334			6,767			4,250
Current portion of notes receivable		211			201			659
Inventories		2,394			2,372			2,739
Prepaid expenses and other current assets		5,348			6,488			6,386
Assets held for sale		-			-			4,825
Total current assets		30,254			31,433			32,018
Property and equipment, net		180,548			181,383			183,657
Operating lease right-of-use assets		25,125			25,546			26,981
Notes receivable, net of current portion		2,965			2,908			4,149
Goodwill		45,686			45,686			53,630
Intangibles, net		73,149			73,077			75,795
Other assets		882			900			1,062
Total assets	$	358,609		$	360,933		$	377,292

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	3,601		$	4,799		$	3,202
Accrued liabilities		13,100			14,573			13,759
Current portion of debt obligations, net		15,685			16,304			14,898
Current portion of operating lease liabilities		1,658			1,628			1,521
Total current liabilities		34,044			37,304			33,380
Deferred tax liability, net		20,390			20,390			21,508
Debt, net of current portion and debt discount and issuance costs		119,136			125,131			126,928
Operating lease liabilities, net of current portion		25,017			25,439			26,745
Other long-term liabilities		360			362			407
Total liabilities		198,947			208,626			208,968

Commitments and contingencies

Equity
Preferred stock		-			-			-
Common stock		90			91			93
Additional paid-in capital		50,040			51,833			54,874
Retained earnings		110,080			100,797			113,523
Total RCIHH stockholders’ equity		160,210			152,721			168,490
Noncontrolling interests		(548	)		(414	)		(166	)
Total equity		159,662			152,307			168,324
Total liabilities and equity	$	358,609		$	360,933		$	377,292