Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2017 | Feb. 28, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | RCI HOSPITALITY HOLDINGS, INC. | |
Entity Central Index Key | 935,419 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 9,718,711 | |
Trading Symbol | RICK | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
Current assets | ||
Cash and cash equivalents | $ 11,954 | $ 9,922 |
Accounts receivable, net | 4,113 | 3,187 |
Inventories | 2,419 | 2,149 |
Prepaid insurance | 2,808 | 3,826 |
Other current assets | 746 | 1,399 |
Assets held for sale | 5,565 | 5,759 |
Total current assets | 27,605 | 26,242 |
Property and equipment, net | 154,259 | 148,410 |
Notes receivable | 4,965 | 4,993 |
Goodwill | 43,866 | 43,866 |
Intangibles, net | 74,420 | 74,424 |
Other assets | 1,464 | 1,949 |
Total assets | 306,579 | 299,884 |
Current liabilities | ||
Accounts payable | 2,601 | 2,147 |
Accrued liabilities | 11,584 | 11,524 |
Current portion of long-term debt | 14,048 | 17,440 |
Total current liabilities | 28,233 | 31,111 |
Deferred tax liability, net | 15,844 | 25,541 |
Long-term debt | 111,944 | 106,912 |
Other long-term liabilities | 1,324 | 1,095 |
Total liabilities | 157,345 | 164,659 |
Commitments and contingencies (Note 8) | ||
Stockholders’ 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; 9,719 and 9,719 shares issued and outstanding as of December 31, 2017 and September 30, 2017, respectively | 97 | 97 |
Additional paid-in capital | 63,453 | 63,453 |
Retained earnings | 83,214 | 69,195 |
Total RCIHH stockholders’ equity | 146,764 | 132,745 |
Noncontrolling interests | 2,470 | 2,480 |
Total stockholders’ equity | 149,234 | 135,225 |
Total liabilities and stockholders’ equity | $ 306,579 | $ 299,884 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Sep. 30, 2017 |
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 | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 9,719,000 | 9,719,000 |
Common stock, shares outstanding | 9,719,000 | 9,719,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenues | |||
Sales of alcoholic beverages | $ 17,805 | $ 14,375 | |
Sales of food and merchandise | 5,307 | 4,207 | |
Service revenues | 15,889 | 13,475 | |
Other | 2,211 | 1,682 | |
Total revenues | 41,212 | 33,739 | |
Cost of goods sold | |||
Alcoholic beverages sold | 3,755 | 3,168 | |
Food and merchandise sold | 2,094 | 1,653 | |
Service and other | 36 | 60 | |
Cost of goods sold (exclusive of items shown separately below) | 5,885 | 4,881 | |
Salaries and wages | 11,377 | 9,652 | |
Selling, general and administrative | 12,812 | 11,193 | |
Depreciation and amortization | 1,909 | 1,618 | |
Other charges, net | 89 | 62 | |
Total operating expenses | 32,072 | 27,406 | |
Income from operations | 9,140 | 6,333 | |
Other income (expenses) | |||
Interest expense | (3,079) | (2,015) | |
Interest income | 67 | 37 | |
Income before income taxes | 6,128 | 4,355 | |
Income tax expense (benefit) | (8,227) | 1,450 | |
Net income | 14,355 | 2,905 | |
Net income attributable to noncontrolling interests | (44) | (7) | |
Net income attributable to RCIHH common shareholders | $ 14,311 | $ 2,898 | |
Earnings per share attributable to RCIHH common shareholders | |||
Basic | $ 1.47 | $ 0.30 | |
Diluted | $ 1.47 | $ 0.30 | |
Weighted average number of common shares outstanding | |||
Basic | [1],[2] | 9,719,000 | 9,768,000 |
Diluted | [1],[2] | 9,719,000 | 9,814,000 |
Dividend per share | $ 0.03 | $ 0.03 | |
[1] | Since January 4, 2017 to date, the Company has no outstanding convertible debt. | ||
[2] | There were no outstanding restricted stock, warrants and options during the three months ended December 31, 2017 and 2016. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 14,355 | $ 2,905 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,909 | 1,618 |
Deferred taxes | (9,697) | |
Amortization of debt discount and issuance costs | 324 | 85 |
Deferred rent | 75 | 40 |
Loss on sale of assets | 140 | |
Gain on insurance settlements | (20) | |
Debt prepayment penalty | 543 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (926) | 644 |
Inventories | (270) | (87) |
Prepaid expenses and other assets | 1,044 | 588 |
Accounts payable and accrued liabilities | 668 | (272) |
Net cash provided by operating activities | 8,145 | 5,521 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of assets | 632 | |
Proceeds from insurance | 20 | |
Proceeds from notes receivable | 28 | 20 |
Additions to property and equipment | (2,769) | (3,008) |
Net cash used in investing activities | (2,089) | (2,988) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from long-term debt | 58,920 | 1,900 |
Payments on long-term debt | (61,256) | (2,152) |
Debt prepayment penalty | (543) | |
Purchase of treasury stock | (1,101) | |
Payment of dividends | (292) | (290) |
Payment of loan origination costs | (799) | (99) |
Distribution to noncontrolling interests | (54) | (54) |
Net cash used in financing activities | (4,024) | (1,796) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,032 | 737 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 9,922 | 11,327 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 11,954 | 12,064 |
CASH PAID DURING PERIOD FOR: | ||
Interest | 2,890 | 1,920 |
Income taxes | 157 | 385 |
Non-cash transactions: | ||
Refinanced long-term debt | 81,200 | |
New note and repaid worth of debt | 18,700 | |
Borrowed from lender to purchase an aircraft | $ 7,100 | |
Refinancing of long term debt by borrowing | 8,000 | |
Proceeds from borrowing | 9,900 | |
Net cash proceeds from borrowing for refinance | 1,900 | |
Number of common shares purchased and retired | 89,685 | |
Cost of common shares purchased and retired | $ 1,100 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “US 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, 2017 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, 2017 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 14, 2018. 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 presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018. |
Recent Accounting Standards and
Recent Accounting Standards and Pronouncements | 3 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards and Pronouncements | 2. Recent Accounting Standards and Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU No. 2017-01, Business Combination (Topic 805): Clarifying the Definition of a Business Revenue from Contracts with Customers In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting |
Selected Account Information
Selected Account Information | 3 Months Ended |
Dec. 31, 2017 | |
Selected Account Information - Schedule Of Selling General And Administrative Expenses Details | |
Selected Account Information | 3. Selected Account Information The components of accrued liabilities are as follows (in thousands): December 31, 2017 September 30, 2017 Insurance $ 2,173 $ 3,160 Payroll and related costs 2,375 1,889 Income taxes 1,862 549 Property taxes 1,361 1,270 Sales and liquor taxes 1,000 990 Patron tax 834 801 Unearned revenues 454 196 Lawsuit settlement 37 295 Other 1,488 2,374 $ 11,584 $ 11,524 The components of selling, general and administrative expenses are as follows (in thousands): For the Three Months Ended December 31, 2017 2016 Taxes and permits $ 2,166 $ 2,289 Advertising and marketing 1,965 1,657 Supplies and services 1,368 1,146 Insurance 1,259 935 Rent 940 690 Charge card fees 887 570 Accounting and professional fees 886 497 Utilities 695 670 Security 638 541 Repairs and maintenance 570 466 Legal 377 703 Other 1,061 1,029 $ 12,812 $ 11,193 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4. Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2017 September 30, 2017 Notes payable at 10-11%, mature August 2022 and December 2024 $ - $ 2,358 Note payable at 7%, matures December 2019 - 95 Notes payable at 5.5%, matures January 2023 1,136 1,157 Notes payable at 5.5%, matures January 2023 and January 2022 - 4,510 Note payable refinanced at 6.25%, matures July 2018 - 1,120 Note payable at 9.5%, matures August 2024 - 6,941 Notes payable at 9.5%, mature September 2024 - 6,423 Notes payable at 5-7%, mature from 2018 to 2028 - 1,679 7.45% note payable, matures January 2019 - 2,740 Non-interest-bearing debt to State of Texas, matures May 2022, interest imputed at 9.6% 5,365 5,613 Note payable at 6.5%, matures January 2020 - 4,484 Note payable at 6%, matures January 2019 - 504 Notes payable at 5.5%, matures May 2020 - 5,320 Note payable at 6%, matures May 2020 - 1,037 Note payable at 5.25%, matures December 2024 - 1,777 Note payable initially at 5.45%, matures July 2020 (amended to December 2027 with refinancing) 10,536 10,620 Note payable at the greater of 2% above prime or 5% (6.25% at September 30, 2017), matures October 2025 - 4,303 Note payable at 5%, matures January 2026 - 9,672 Note payable at 5.25%, matures March 2037 - 4,651 Note payable at 6.25%, matures February 2018 1,894 1,894 Note payable initially at 5.95%, matures August 2021 (amended to December 2027 with refinancing) 8,095 8,267 Note payable at 12%, matures October 2021 6,704 9,671 Note payable at 4.99%, matures April 2037 934 941 Notes payable at 12%, mature May 2020 5,440 5,440 Note payable at 5%, matures November 2017 3,025 5,000 Note payable at 8%, matures May 2029 15,090 15,291 Note payable at 5%, matures May 2038 4,456 3,441 Note payable initially at 5.75%, matures December 2027 57,904 - Note payable at 5.95%, matures December 2032 7,098 - Total debt 127,677 129,949 Less unamortized debt issuance costs (1,685 ) (597 ) Less current portion (14,048 ) (17,440 ) Total long-term debt $ 111,944 $ 106,912 On December 14, 2017, the Company entered into a loan agreement (“New Loan”) with a bank for $81.2 million. The New Loan fully refinances 20 of the Company’s notes payable and partially pays down 1 note payable (collectively, “Repaid Notes”) with interest rates ranging from 5% to 12% covering 43 parcels of real properties the Company previously acquired (“Properties”). The New Loan consists of three promissory notes: (i) The first note amounts to $62.5 million with a term of 10 years at a 5.75% fixed interest rate for the first five years, then repriced one time at the then current U.S. Treasury rate plus 3.5%, with a floor rate of 5.75%, and payable in monthly installments of $442,058, based upon a 20-year amortization period, with the balance payable at maturity; (ii) The second note amounts to $10.6 million with a term of 10 years at a 5.45% fixed interest rate until July 2020, after which to be repriced at a fixed interest rate of 5.75% until the fifth anniversary of this note, and then to be repriced again at the then interest rate of the first note. This note is payable $78,098 monthly for principal and interest until July 2020, based upon a 20-year amortization period, after which the monthly payment for principal and interest is adjusted accordingly based on the repricing, with the balance payable at maturity; and (iii) The third note amounts to $8.1 million with a term of 10 years at a 5.95% fixed interest rate until August 2021, after which to be repriced at 5.75% until the fifth anniversary of this note, and then to be repriced again at the then interest of the first note. This note is payable $100,062 monthly for principal and interest until August 2021, based upon a 20-year amortization period, after which the monthly payment for principal and interest is adjusted accordingly based on the repricing, with the balance payable at maturity. In addition to the monthly principal and interest payments as provided above, the Company will pay monthly installments of principal of $250,000, applied to the first note, until such time as the loan-to-value ratio of the Properties, based upon reduced principal balance of the New Loan and the then current value of the Properties, is not greater than 65%. The New Loan has eliminated balloon payments of the Repaid Notes worth $2.9 million originally scheduled in fiscal 2018, $19.4 million originally scheduled in fiscal 2020 and $5.3 million originally scheduled in fiscal 2021. In connection with the Repaid Notes, we wrote off $279,000 of unamortized debt issuance costs to interest expense. Prior to September 30, 2017, the Company paid a portion of debt issuance costs amounting to $612,500, which was included in other assets until the closing of the transaction. At closing, the Company paid an additional $764,000 in debt issuance costs, which together with the $612,500 prepayment will be amortized for the term of the loan using the effective interest rate method. We also paid prepayment penalties amounting to $543,000 on the Repaid Notes. Included in the $62.5 million note detailed in (i) above, was $4.6 million that was escrowed and due to the bank lender of one of the Repaid Notes. The amount will be released from escrow when the construction, for which the original note was borrowed, is completed. In December 2017, the Company borrowed $7.1 million from a lender to purchase an aircraft at 5.95% interest. The transaction was partly funded by trading in an aircraft that the Company owned with a carrying value of $3.4 million with an assumption of the old aircraft’s note payable liability of $2.0 million. The note is payable in 15 years with monthly payments of $59,869, which includes interest. As of December 31, 2017, the Company is in compliance with all its debt covenants. Future maturities of long-term debt consist of the following (in thousands) as of December 31, 2017: Regular Balloon Total 12-Month Period Ending Amortization Payments Payments December 31, 2018 $ 9,129 $ 4,919 $ 14,048 December 31, 2019 9,289 - 9,289 December 31, 2020 7,381 5,440 12,821 December 31, 2021 7,707 - 7,707 December 31, 2022 6,587 3,779 10,366 Thereafter 16,928 56,518 73,446 $ 57,021 $ 70,656 $ 127,677 On February 15, 2018, the Company borrowed $3.0 million from a bank for the purchase of land at a cost of $4.0 million with the difference paid by the Company in cash. The bank note bears interest at 5.25% adjusted after 36 months to prime plus 1% with a floor of 5.2% and matures on February 15, 2038. The bank note is payable interest-only during the first 18 months, after which monthly payments of principal and interest will be made based on a 20-year amortization with the remaining balance to be paid at maturity. On February 20, 2018, the Company refinanced a bank note with a balance of $1.9 million, bearing interest of 2% over prime with a 5.5% floor, with the same bank for a construction loan with maximum availability of $4.7 million. The construction loan agreement bears an interest rate of prime plus 0.5% with a floor of 5.0% and matures on August 20, 2029. During the first 18 months of the construction loan, the Company will make monthly interest-only payments, and after such, monthly payments of principal and interest will be made based on a 20-year amortization with the remaining balance to be paid at maturity. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity During the quarter ended December 31, 2017, the Company did not purchase shares of its common stock. The Company also paid a $0.03 per share cash dividend totaling approximately $292,000. During the quarter ended December 31, 2016, the Company purchased and retired 89,685 common shares at a cost of $1.1 million. The Company also paid a $0.03 per share cash dividend totaling approximately $290,000. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 31, 2017 | |
Earnings per share attributable to RCIHH common shareholders | |
Earnings Per Share | 6. Earnings Per Share Basic earnings per share (“EPS”) includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potential common stock shares consist of shares that may arise from outstanding dilutive common restricted stock, stock options and warrants (the number of which is computed using the “treasury stock method”) and from outstanding convertible debentures (the number of which is computed using the “if converted method”). Diluted EPS considers the potential dilution that could occur if the Company’s outstanding common restricted stock, stock options, warrants and convertible debentures were converted into common stock that then shared in the Company’s earnings (as adjusted for interest expense that would no longer occur if the debentures were converted). The table below presents the reconciliation of the numerator and the denominator in the calculation of basic and diluted EPS (in thousands, except per share amounts): For the Three Months Ended December 31, 2017 2016 Numerator - Net income attributable to RCIHH common shareholders – basic $ 14,311 $ 2,898 Adjustment to net income from assumed conversion of debentures(2) - 5 Adjusted net income attributable to RCIHH common shareholders – diluted $ 14,311 $ 2,903 Denominator(1)(3)- Weighted average number of common shares outstanding – basic 9,719 9,768 Effect of potentially dilutive convertible debentures(2) - 46 Adjusted weighted average number of common shares outstanding – diluted 9,719 9,814 Basic earnings per share $ 1.47 $ 0.30 Diluted earnings per share $ 1.47 $ 0.30 (1) There were no outstanding restricted stock, warrants and options during the three months ended December 31, 2017 and 2016. (2) Convertible debentures (principal and accrued interest) outstanding at the beginning of the quarters ended December 31, 2017 and 2016 totaling $0 and $859,000, respectively, were convertible into common stock at a price of $10.25 and $12.50 per share until January 4, 2017, when the last conversion option expired in relation to the payment of the last convertible note. (3) Since January 4, 2017 to date, the Company has no outstanding convertible debt. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Income taxes were a benefit of $8.2 million for the first quarter of 2018 compared to an expense of $1.5 million for the same quarter of 2017. The effective income tax rate for the first quarter of 2018 was a benefit of 134.3% compared with an expense of 33.3% for the comparable period of 2017. Our effective tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years while the first quarter of 2018 was significantly impacted by a $9.7 million reduction of our deferred tax liability caused by newly enacted tax laws. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted into law. The Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate. The corporate tax rate reduction was effective January 1, 2018. Because the Company has a fiscal year end of September 30, the reduced corporate tax rate will result in the application of a blended federal statutory tax rate for its fiscal year 2018 and then a flat 21% thereafter. Under generally accepted accounting principles, the Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. At September 30, 2017, the Company’s deferred tax assets and liabilities were determined based on the then-current enacted federal tax rate of 35%. As a result of the reduction in the corporate income tax rate under the Act, the Company revalued its deferred tax assets and liabilities at December 31, 2017. Deferred tax assets and liabilities expected to be realized in fiscal year 2018 were re-measured using the aforementioned blended rate. All remaining deferred tax assets and liabilities were re-measured using the new statutory federal rate of 21%. These re-measurements collectively resulted in a discrete tax benefit of $9.7 million that was recognized during the three months ended December 31, 2017. The Company’s revaluation of its deferred tax assets and liabilities is subject to further clarification of the Act and refinements of its estimates. As a result, the actual impact on the deferred tax assets and liabilities and income tax expense due to the Act may vary from the amounts estimated. The Company or one of its subsidiaries files income tax returns for U.S. federal jurisdiction and various states. The Company is no longer subject to federal, state and local income tax examinations by tax authorities for years before 2013. The Company’s federal income tax returns for the fiscal years ended September 30, 2015, 2014 and 2013 are currently under examination by the Internal Revenue Service. The Company accounts for uncertain tax positions pursuant to ASC Topic 740, Income Taxes On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 18 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act. In accordance with SAB 118, the Company has made reasonable estimates related to the following areas impacted by the Act: existing timing differences, reversal of existing timing differences, and accelerated depreciation. As such, the Company has left the measurement period open as of December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Legal Matters New York Settlement Filed in 2009, the case claimed Rick’s Cabaret New York misclassified entertainers as independent contractors. Plaintiffs sought minimum wage for the hours they danced and return of certain fees. RCI Entertainment (New York), Inc. and Peregrine Enterprises, Inc. maintained the dancers were properly classified, and alternatively, amounts earned were well in excess of the minimum wage and should satisfy any obligations. On April 1, 2015, we and our subsidiaries, RCI Entertainment (New York), Inc. and Peregrine Enterprises, Inc., entered into an agreement to settle in full a New York based federal wage and hour class and collective action filed in the United States District Court for the Southern District of New York. On September 22, 2015, the Court granted final approval of the settlement. Under the terms of the agreement, Peregrine Enterprises, Inc. was to make up to $15.0 million available to class members and their attorneys. The actual amount paid was determined based on the number of class members responding by the end of a two-month notice period which ended on December 4, 2015. Unclaimed checks or payments reverted back to Peregrine at that time. Based on the current schedule, an initial payment for attorneys’ fees of $1,833,333 was made in October 2015, with two subsequent payments of $1,833,333 each being made in equal annual installments. As part of the settlement, RCIHH was required to guarantee the obligations of RCI Entertainment (New York), Inc. and Peregrine Enterprises, Inc. under the settlement. 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 be filed with the Receiver before the close of business on January 16, 2015 and that all pending lawsuits involving IIC as the insurer are 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. Currently, there are several civil lawsuits pending against the Company and its subsidiaries. The Company has retained counsel to defend against and evaluate these claims and lawsuits. We are funding 100% of the costs of litigation and will seek reimbursement from the bankruptcy receiver. The Company filed the appropriate claims against IIC with the Receiver before the January 16, 2015 deadline and has provided updates as requested; however, there are no assurances of any recovery from these claims. It is unknown at this time what effect this uncertainty will have on the Company. As previously stated, since October 25, 2013, the Company has obtained general liability coverage from other insurers, which have covered and/or will cover any claims arising from actions after that date. We have 8 unresolved cases left out of the original 71 cases. General The Company has been sued by a landlord in the 33rd 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, Plaintiff’s manager, and Plaintiff’s broker asserting that they committed fraud and that the landlord breached the applicable agreements. It is unknown at this time whether the resolution of this uncertainty will have a material effect on the Company’s financial condition. 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 alleges that Mr. Panameno injured Mr. Dupray in a traffic accident after being served alcohol at an establishment operated by JAI Phoenix. The suit alleges JAI Phoenix is 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 million and its share of punitive damages is $4 million. In May 2017, JAI Phoenix filed a motion for judgment as a matter of law or, in the alternative, motion for new trial. The Court denied this motion in August 2017. In September 2017, JAI Phoenix filed a notice of appeal. A hearing date for the appeal has not yet been scheduled. JAI Phoenix believes the Court’s assessments of liability and damages are unsupportable by the facts of the case and the law, and JAI Phoenix will continue to vigorously defend itself. RCI Hospitality Holdings, Inc. is not a party to the lawsuit. The Company estimates a possible loss in the range of $0 to $5.0 million in this matter. Settlements of lawsuits for the quarters ended December 31, 2017 and 2016 total $27,000 and $73,000, respectively. As of December 31, 2017 and September 30, 2017, the Company has accrued $37,000 and $295,000 in accrued liabilities, respectively, related to settlement of lawsuits. |
Segment Information
Segment Information | 3 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 9. Segment Information The Company owns and operates adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such reportable 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 divisions and rental income that are not significant to the consolidated financial statements. Below is the financial information related to the Company’s segments (in thousands): For the Three Months Ended December 31, 2017 2016 Revenues Nightclubs $ 35,218 $ 29,282 Bombshells 5,828 4,295 Other 166 162 $ 41,212 $ 33,739 Income (loss) from operations Nightclubs $ 13,371 $ 9,216 Bombshells 891 638 Other (137 ) (341 ) General corporate (4,985 ) (3,180 ) $ 9,140 $ 6,333 Depreciation and amortization Nightclubs $ 1,335 $ 1,242 Bombshells 336 218 Other 2 5 General corporate 236 153 $ 1,909 $ 1,618 Capital expenditures Nightclubs $ 450 $ 795 Bombshells 2,228 1,104 Other - 1 General corporate 91 1,108 $ 2,769 $ 3,008 December 31, 2017 September 30, 2017 Total assets Nightclubs $ 248,187 $ 254,432 Bombshells 28,206 18,870 Other 969 780 General corporate 29,217 25,802 $ 306,579 $ 299,884 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. |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 10. Noncontrolling Interests Noncontrolling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Noncontrolling interests are reported in the consolidated balance sheets within equity, separately from stockholders’ equity. Revenue, expenses and net income attributable to both the Company and the noncontrolling interests are reported in the consolidated statements of income. Our consolidated financial statements include noncontrolling interests related principally to the Company’s ownership of 51% of an entity which owns the real estate for the Company’s nightclub in Philadelphia. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. 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. |
Selected Account Information (T
Selected Account Information (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Selected Account Information - Schedule Of Selling General And Administrative Expenses Details | |
Schedule of Accrued Liabilities | The components of accrued liabilities are as follows (in thousands): December 31, 2017 September 30, 2017 Insurance $ 2,173 $ 3,160 Payroll and related costs 2,375 1,889 Income taxes 1,862 549 Property taxes 1,361 1,270 Sales and liquor taxes 1,000 990 Patron tax 834 801 Unearned revenues 454 196 Lawsuit settlement 37 295 Other 1,488 2,374 $ 11,584 $ 11,524 |
Schedule of Selling, General and Administrative Expenses | The components of selling, general and administrative expenses are as follows (in thousands): For the Three Months Ended December 31, 2017 2016 Taxes and permits $ 2,166 $ 2,289 Advertising and marketing 1,965 1,657 Supplies and services 1,368 1,146 Insurance 1,259 935 Rent 940 690 Charge card fees 887 570 Accounting and professional fees 886 497 Utilities 695 670 Security 638 541 Repairs and maintenance 570 466 Legal 377 703 Other 1,061 1,029 $ 12,812 $ 11,193 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): December 31, 2017 September 30, 2017 Notes payable at 10-11%, mature August 2022 and December 2024 $ - $ 2,358 Note payable at 7%, matures December 2019 - 95 Notes payable at 5.5%, matures January 2023 1,136 1,157 Notes payable at 5.5%, matures January 2023 and January 2022 - 4,510 Note payable refinanced at 6.25%, matures July 2018 - 1,120 Note payable at 9.5%, matures August 2024 - 6,941 Notes payable at 9.5%, mature September 2024 - 6,423 Notes payable at 5-7%, mature from 2018 to 2028 - 1,679 7.45% note payable, matures January 2019 - 2,740 Non-interest-bearing debt to State of Texas, matures May 2022, interest imputed at 9.6% 5,365 5,613 Note payable at 6.5%, matures January 2020 - 4,484 Note payable at 6%, matures January 2019 - 504 Notes payable at 5.5%, matures May 2020 - 5,320 Note payable at 6%, matures May 2020 - 1,037 Note payable at 5.25%, matures December 2024 - 1,777 Note payable initially at 5.45%, matures July 2020 (amended to December 2027 with refinancing) 10,536 10,620 Note payable at the greater of 2% above prime or 5% (6.25% at September 30, 2017), matures October 2025 - 4,303 Note payable at 5%, matures January 2026 - 9,672 Note payable at 5.25%, matures March 2037 - 4,651 Note payable at 6.25%, matures February 2018 1,894 1,894 Note payable initially at 5.95%, matures August 2021 (amended to December 2027 with refinancing) 8,095 8,267 Note payable at 12%, matures October 2021 6,704 9,671 Note payable at 4.99%, matures April 2037 934 941 Notes payable at 12%, mature May 2020 5,440 5,440 Note payable at 5%, matures November 2017 3,025 5,000 Note payable at 8%, matures May 2029 15,090 15,291 Note payable at 5%, matures May 2038 4,456 3,441 Note payable initially at 5.75%, matures December 2027 57,904 - Note payable at 5.95%, matures December 2032 7,098 - Total debt 127,677 129,949 Less unamortized debt issuance costs (1,685 ) (597 ) Less current portion (14,048 ) (17,440 ) Total long-term debt $ 111,944 $ 106,912 |
Schedule of Maturities of Long-term Debt | Future maturities of long-term debt consist of the following (in thousands) as of December 31, 2017: Regular Balloon Total 12-Month Period Ending Amortization Payments Payments December 31, 2018 $ 9,129 $ 4,919 $ 14,048 December 31, 2019 9,289 - 9,289 December 31, 2020 7,381 5,440 12,821 December 31, 2021 7,707 - 7,707 December 31, 2022 6,587 3,779 10,366 Thereafter 16,928 56,518 73,446 $ 57,021 $ 70,656 $ 127,677 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Earnings per share attributable to RCIHH common shareholders | |
Schedule of Earnings Per Share Basic and Diluted | The table below presents the reconciliation of the numerator and the denominator in the calculation of basic and diluted EPS (in thousands, except per share amounts): For the Three Months Ended December 31, 2017 2016 Numerator - Net income attributable to RCIHH common shareholders – basic $ 14,311 $ 2,898 Adjustment to net income from assumed conversion of debentures(2) - 5 Adjusted net income attributable to RCIHH common shareholders – diluted $ 14,311 $ 2,903 Denominator(1)(3)- Weighted average number of common shares outstanding – basic 9,719 9,768 Effect of potentially dilutive convertible debentures(2) - 46 Adjusted weighted average number of common shares outstanding – diluted 9,719 9,814 Basic earnings per share $ 1.47 $ 0.30 Diluted earnings per share $ 1.47 $ 0.30 (1) There were no outstanding restricted stock, warrants and options during the three months ended December 31, 2017 and 2016. (2) Convertible debentures (principal and accrued interest) outstanding at the beginning of the quarters ended December 31, 2017 and 2016 totaling $0 and $859,000, respectively, were convertible into common stock at a price of $10.25 and $12.50 per share until January 4, 2017, when the last conversion option expired in relation to the payment of the last convertible note. (3) Since January 4, 2017 to date, the Company has no outstanding convertible debt. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Below is the financial information related to the Company’s segments (in thousands): For the Three Months Ended December 31, 2017 2016 Revenues Nightclubs $ 35,218 $ 29,282 Bombshells 5,828 4,295 Other 166 162 $ 41,212 $ 33,739 Income (loss) from operations Nightclubs $ 13,371 $ 9,216 Bombshells 891 638 Other (137 ) (341 ) General corporate (4,985 ) (3,180 ) $ 9,140 $ 6,333 Depreciation and amortization Nightclubs $ 1,335 $ 1,242 Bombshells 336 218 Other 2 5 General corporate 236 153 $ 1,909 $ 1,618 Capital expenditures Nightclubs $ 450 $ 795 Bombshells 2,228 1,104 Other - 1 General corporate 91 1,108 $ 2,769 $ 3,008 December 31, 2017 September 30, 2017 Total assets Nightclubs $ 248,187 $ 254,432 Bombshells 28,206 18,870 Other 969 780 General corporate 29,217 25,802 $ 306,579 $ 299,884 |
Selected Account Information -
Selected Account Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
Selected Account Information - Schedule Of Selling General And Administrative Expenses Details | ||
Insurance | $ 2,173 | $ 3,160 |
Payroll and related costs | 2,375 | 1,889 |
Income taxes | 1,862 | 549 |
Property taxes | 1,361 | 1,270 |
Sales and liquor taxes | 1,000 | 990 |
Patron tax | 834 | 801 |
Unearned revenues | 454 | 196 |
Lawsuit settlement | 37 | 295 |
Other | 1,488 | 2,374 |
Accrued liabilities | $ 11,584 | $ 11,524 |
Selected Account Information 22
Selected Account Information - Schedule of Selling, General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Account Information - Schedule Of Selling General And Administrative Expenses Details | ||
Taxes and permits | $ 2,166 | $ 2,289 |
Advertising and marketing | 1,965 | 1,657 |
Supplies and services | 1,368 | 1,146 |
Insurance | 1,259 | 935 |
Rent | 940 | 690 |
Charge card fees | 887 | 570 |
Accounting and professional fees | 886 | 497 |
Utilities | 695 | 670 |
Security | 638 | 541 |
Repairs and maintenance | 570 | 466 |
Legal | 377 | 703 |
Other | 1,061 | 1,029 |
Selling, general and administrative | $ 12,812 | $ 11,193 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Dec. 14, 2017 | Dec. 14, 2017 | Dec. 31, 2017 |
Notes payable monthly installments | $ 250,000 | ||
Debt instrument, description | The Company will pay monthly installments of principal of $250,000, applied to the first note, until such time as the loan-to-value ratio of the Properties, based upon reduced principal balance of the New Loan and the then current value of the Properties, is not greater than 65%. | ||
February 15, 2018 [Member] | |||
Loan from bank | $ 3,000,000 | ||
Notes payable interest rate | 5.25% | ||
Repriced interest rate | 1.00% | ||
Debt amortization period | 20 years | ||
Purchase of land | $ 4,000,000 | ||
Debt instrument due date | Feb. 15, 2038 | ||
Lender [Member] | |||
Notes payable interest rate | 5.95% | ||
Promissory note term | 15 years | ||
Notes payable monthly installments | $ 59,869 | ||
Proceeds from issuance of debt | 7,100,000 | ||
Notes payable carrying value | 3,400,000 | ||
Lender [Member] | Old Aircraft's Note Payable [Member] | |||
Notes payable carrying value | $ 200,000 | ||
Bank Note [Member] | February 20, 2018 [Member] | |||
Notes payable interest rate | 2.00% | ||
Loan Agreement [Member] | February 20, 2018 [Member] | |||
Loan from bank | $ 1,900,000 | ||
Loan Agreement [Member] | February 20, 2018 [Member] | Construction Loan Payable [Member] | |||
Loan from bank | $ 4,700,000 | ||
Repriced interest rate | 0.50% | ||
Debt amortization period | 20 years | ||
Debt instrument due date | Aug. 20, 2029 | ||
Loan Agreement [Member] | Repaid Notes [Member] | |||
Escrowed amount | $ 4,600,000 | $ 4,600,000 | |
Fiscal 2018 [Member] | |||
Delay in balloon payments originally scheduled, worth | 2,900,000 | 2,900,000 | |
Fiscal 2020 [Member] | |||
Delay in balloon payments originally scheduled, worth | 19,400,000 | 19,400,000 | |
Fiscal 2021 [Member] | |||
Delay in balloon payments originally scheduled, worth | 5,300,000 | 5,300,000 | |
Floor Rate [Member] | February 15, 2018 [Member] | |||
Repriced interest rate | 5.20% | ||
Floor Rate [Member] | Loan Agreement [Member] | February 20, 2018 [Member] | |||
Repriced interest rate | 5.50% | ||
Floor Rate [Member] | Loan Agreement [Member] | February 20, 2018 [Member] | Construction Loan Payable [Member] | |||
Repriced interest rate | 5.00% | ||
New Loan [Member] | |||
Loan from bank | $ 81,200,000 | ||
Notes payable description | The New Loan fully refinances 20 of the Companys notes payable and partially pays down 1 note payable (collectively, Repaid Notes) with interest rates ranging from 5% to 12% covering 43 parcels of real properties the Company previously acquired (Properties). | ||
Notes payable monthly installments | $ 442,058 | ||
Write off of debt issuance cost to interest expense | 279,000 | ||
Prepayment of debt issuance cost | 612,500 | ||
Payment of debt issuance cost | 764,000 | ||
Prepayment penalties paid | $ 543,000 | ||
New Loan [Member] | Minimum [Member] | |||
Notes payable interest rate | 5.00% | 5.00% | |
New Loan [Member] | Maximum [Member] | |||
Notes payable interest rate | 12.00% | 12.00% | |
First Note [Member] | |||
Loan from bank | $ 62,500,000 | ||
Promissory note term | 10 years | ||
Fixed interest rate | 5.75% | 5.75% | |
Debt amortization period | 20 years | ||
Fixed interest maturity description | first five years | ||
First Note [Member] | U.S.Treasury Rate [Member] | |||
Repriced interest rate | 3.50% | 3.50% | |
First Note [Member] | Floor Rate [Member] | |||
Repriced interest rate | 5.75% | 5.75% | |
Second Note [Member] | |||
Loan from bank | $ 10,600,000 | ||
Promissory note term | 10 years | ||
Fixed interest rate | 5.45% | 5.45% | |
Notes payable monthly installments | $ 78,098 | ||
Debt amortization period | 20 years | ||
Fixed interest maturity description | until July 2020 | ||
Second Note [Member] | Floor Rate [Member] | |||
Fixed interest rate | 5.75% | 5.75% | |
Third Note [Member] | |||
Loan from bank | $ 8,100,000 | ||
Promissory note term | 10 years | ||
Fixed interest rate | 5.95% | 5.95% | |
Repriced interest rate | 5.75% | 5.75% | |
Notes payable monthly installments | $ 100,062 | ||
Debt amortization period | 20 years | ||
Fixed interest maturity description | until August 2021 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | |||
Total debt | $ 127,677 | $ 129,949 | |
Less unamortized debt issuance costs | (1,685) | (597) | |
Less current portion | (14,048) | (17,440) | |
Total long-term debt | 111,944 | 106,912 | |
Notes payable One [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 2,358 | [1] | |
Notes Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 95 | [1] | |
Notes Payable Three [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,136 | 1,157 | |
Notes Payable Four [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 4,510 | ||
Notes Payable Five [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,120 | ||
Notes Payable Six [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 6,941 | ||
Notes Payable Seven [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 6,423 | [2] | |
Notes Payable Eight [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,679 | [1] | |
Notes Payable Nine [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 2,740 | [2] | |
Notes Payable Ten [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 5,365 | 5,613 | [1] |
Notes Payable Eleven [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 4,484 | [1] | |
Notes Payable Twelve [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 504 | ||
Notes Payable Thirteen [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 5,320 | [2] | |
Notes Payable Fourteen [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,037 | ||
Notes Payable Fifteen [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,777 | [1] | |
Notes Payable Sixteen [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 10,536 | 10,620 | [1] |
Notes Payable Seventeen [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 4,303 | [1] | |
Notes Payable Eighteen [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 9,672 | [1] | |
Notes Payable Nineteen [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 4,651 | [1] | |
Notes Payable Twenty [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,894 | 1,894 | [1] |
Notes Payable Twenty One [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 8,095 | 8,267 | [1] |
Notes Payable Twenty Two [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 6,704 | 9,671 | [1] |
Notes Payable Twenty Three [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 934 | 941 | [1] |
Notes Payable Twenty Four [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 5,440 | 5,440 | [1] |
Notes Payable Twenty Five [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 3,025 | 5,000 | [1] |
Notes Payable Twenty Six [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 15,090 | 15,291 | [1] |
Notes Payable Twenty Seven [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 4,456 | 3,441 | [2] |
Notes Payable Twenty Eight [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 57,904 | ||
Notes Payable Twenty Nine [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 7,098 | [2] | |
[1] | Collateralized by real estate | ||
[2] | Collateralized by stock in subsidiary |
Long-term Debt - Schedule of 25
Long-term Debt - Schedule of Long-term Debt (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes payable One [Member] | ||
Debt instrument, maturity date, description | August 2022 and December 2024 | August 2022 and December 2024 |
Notes payable One [Member] | Minimum [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Notes payable One [Member] | Maximum [Member] | ||
Debt instrument, interest rate | 11.00% | 11.00% |
Notes Payable Two [Member] | ||
Debt instrument, interest rate | 7.00% | 7.00% |
Debt instrument, maturity date, description | December 2,019 | December 2,019 |
Notes Payable Three [Member] | ||
Debt instrument, interest rate | 5.50% | 5.50% |
Debt instrument, maturity date, description | January 2,023 | January 2,023 |
Notes Payable Four [Member] | ||
Debt instrument, interest rate | 5.50% | 5.50% |
Debt instrument, maturity date, description | January 2023 and January 2022 | January 2023 and January 2022 |
Notes Payable Five [Member] | ||
Debt instrument, interest rate | 6.25% | 6.25% |
Debt instrument, maturity date, description | July 2,018 | July 2,018 |
Notes Payable Six [Member] | ||
Debt instrument, interest rate | 9.50% | 9.50% |
Debt instrument, maturity date, description | August 2,024 | August 2,024 |
Notes Payable Seven [Member] | ||
Debt instrument, interest rate | 9.50% | 9.50% |
Debt instrument, maturity date, description | September 2,024 | September 2,024 |
Notes Payable Eight [Member] | ||
Debt instrument, maturity date, description | 2018 to 2028 | 2018 to 2028 |
Notes Payable Eight [Member] | Minimum [Member] | ||
Debt instrument, interest rate | 5.00% | 5.00% |
Notes Payable Eight [Member] | Maximum [Member] | ||
Debt instrument, interest rate | 7.00% | 7.00% |
Notes Payable Nine [Member] | ||
Debt instrument, interest rate | 7.45% | 7.45% |
Debt instrument, maturity date, description | January 2,019 | January 2,019 |
Notes Payable Ten [Member] | ||
Debt instrument, interest rate | 9.60% | 9.60% |
Debt instrument, maturity date, description | May 2,022 | May 2,022 |
Notes Payable Eleven [Member] | ||
Debt instrument, interest rate | 6.50% | 6.50% |
Debt instrument, maturity date, description | January 2,020 | January 2,020 |
Notes Payable Twelve [Member] | ||
Debt instrument, interest rate | 6.00% | 6.00% |
Debt instrument, maturity date, description | January 2,019 | January 2,019 |
Notes Payable Thirteen [Member] | ||
Debt instrument, interest rate | 5.50% | 5.50% |
Debt instrument, maturity date, description | May 2,020 | May 2,020 |
Notes Payable Fourteen [Member] | ||
Debt instrument, interest rate | 6.00% | 6.00% |
Debt instrument, maturity date, description | May 2,020 | May 2,020 |
Notes Payable Fifteen [Member] | ||
Debt instrument, interest rate | 5.25% | 5.25% |
Debt instrument, maturity date, description | December 2,024 | December 2,024 |
Notes Payable Sixteen [Member] | ||
Debt instrument, interest rate | 5.45% | 5.45% |
Debt instrument, maturity date, description | July 2,020 | July 2,020 |
Notes Payable Seventeen [Member] | ||
Debt instrument, interest rate | 6.25% | 6.25% |
Debt instrument, maturity date, description | October 2,025 | October 2,025 |
Notes Payable Seventeen [Member] | Minimum [Member] | ||
Debt instrument, interest rate | 2.00% | 2.00% |
Notes Payable Seventeen [Member] | Maximum [Member] | ||
Debt instrument, interest rate | 5.00% | 5.00% |
Notes Payable Eighteen [Member] | ||
Debt instrument, interest rate | 5.00% | 5.00% |
Debt instrument, maturity date, description | January 2,026 | January 2,026 |
Notes Payable Nineteen [Member] | ||
Debt instrument, interest rate | 5.25% | 5.25% |
Debt instrument, maturity date, description | March 2,037 | March 2,037 |
Notes Payable Twenty [Member] | ||
Debt instrument, interest rate | 6.25% | 6.25% |
Debt instrument, maturity date, description | February 2,018 | February 2,018 |
Notes Payable Twenty One [Member] | ||
Debt instrument, interest rate | 5.95% | 5.95% |
Debt instrument, maturity date, description | August 2,021 | August 2,021 |
Notes Payable Twenty Two [Member] | ||
Debt instrument, interest rate | 12.00% | 12.00% |
Debt instrument, maturity date, description | October 2,021 | October 2,021 |
Notes Payable Twenty Three [Member] | ||
Debt instrument, interest rate | 4.99% | 4.99% |
Debt instrument, maturity date, description | April 2,037 | April 2,037 |
Notes Payable Twenty Four [Member] | ||
Debt instrument, interest rate | 12.00% | 12.00% |
Debt instrument, maturity date, description | May 2,020 | May 2,020 |
Notes Payable Twenty Five [Member] | ||
Debt instrument, interest rate | 5.00% | 5.00% |
Debt instrument, maturity date, description | November 2,017 | November 2,017 |
Notes Payable Twenty Six [Member] | ||
Debt instrument, interest rate | 8.00% | 8.00% |
Debt instrument, maturity date, description | May 2,029 | May 2,029 |
Notes Payable Twenty Seven [Member] | ||
Debt instrument, interest rate | 5.00% | 5.00% |
Debt instrument, maturity date, description | May 2,038 | May 2,038 |
Notes Payable Twenty Eight [Member] | ||
Debt instrument, interest rate | 5.75% | 5.75% |
Debt instrument, maturity date, description | December 2,027 | December 2,027 |
Notes Payable Twenty Nine [Member] | ||
Debt instrument, interest rate | 5.95% | 5.95% |
Debt instrument, maturity date, description | December 2,032 | December 2,032 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
2,018 | $ 14,048 | |
2,019 | 9,289 | |
2,020 | 12,821 | |
2,021 | 7,707 | |
2,022 | 10,366 | |
Thereafter | 73,446 | |
Total maturities of long-term debt, net of debt discount | 127,677 | $ 129,949 |
Regular Amortization [Member] | ||
2,018 | 9,129 | |
2,019 | 9,289 | |
2,020 | 7,381 | |
2,021 | 7,707 | |
2,022 | 6,587 | |
Thereafter | 16,928 | |
Total maturities of long-term debt, net of debt discount | 57,021 | |
Balloon Payments [Member] | ||
2,018 | 4,919 | |
2,019 | ||
2,020 | 5,440 | |
2,021 | ||
2,022 | 3,779 | |
Thereafter | 56,518 | |
Total maturities of long-term debt, net of debt discount | $ 70,656 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Cash dividend paid per share | $ 0.03 | $ 0.03 |
Total dividend | $ 292 | $ 290 |
Common stock purchase and retired, shares | 89,685 | |
Common stock purchase and retired, value | $ 1,100 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Earnings per share attributable to RCIHH common shareholders | |||
Net income attributable to RCIHH common shareholders - basic | $ 14,311 | $ 2,898 | |
Adjustment to net income from assumed conversion of debentures | [1] | 5 | |
Adjusted net income attributable to RCIHH common shareholders - diluted | $ 14,311 | $ 2,903 | |
Weighted average number of common shares outstanding - basic | [2],[3] | 9,719,000 | 9,768,000 |
Effect of potentially dilutive convertible debentures | [1],[2],[3] | 46,000 | |
Adjusted weighted average number of common shares outstanding - diluted | [2],[3] | 9,719,000 | 9,814,000 |
Basic earnings per share | $ 1.47 | $ 0.30 | |
Diluted earnings per share | $ 1.47 | $ 0.30 | |
[1] | Convertible debentures (principal and accrued interest) outstanding at the beginning of the quarters ended December 31, 2017 and 2016 totaling $0 and $859,000, respectively, were convertible into common stock at a price of $10.25 and $12.50 per share until January 4, 2017, when the last conversion option expired in relation to the payment of the last convertible note. | ||
[2] | Since January 4, 2017 to date, the Company has no outstanding convertible debt. | ||
[3] | There were no outstanding restricted stock, warrants and options during the three months ended December 31, 2017 and 2016. |
Earnings Per Share - Schedule29
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of options outstanding during period | ||
Convertible debenture outstanding | $ 0 | $ 859 |
Convertible Debt [Member] | ||
Number of options outstanding during period | ||
Minimum [Member] | ||
Common stock conversion price | $ 10.25 | $ 10.25 |
Maximum [Member] | ||
Common stock conversion price | $ 12.50 | $ 12.50 |
Restricted Stock [Member] | ||
Number of options outstanding during period | ||
Warrants [Member] | ||
Number of options outstanding during period |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax (benefit) expense | $ (8,227) | $ 1,450 | |
Effective income tax rate percentage | 134.30% | 33.30% | |
Deferred tax liabilities | $ 9,700 | ||
Statutory corporate income tax rate description | On December 22, 2017, the Tax Cuts and Jobs Act (the Act) was enacted into law. The Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate. The corporate tax rate reduction was effective January 1, 2018. | ||
Statutory corporate income tax rate | 35.00% | ||
Reducesed percentage of corporate federal tax flat rate by Act | 21.00% | ||
Deferred taxes benefit | $ (9,697) | ||
Liability for uncertain tax positions | $ 865 | $ 865 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2017 | Oct. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 22, 2015 | |
Commitments And Contingencies [Line Items] | ||||||
Payments for legal settlements | $ 27,000 | $ 73,000 | ||||
Accrued liabilities | $ 11,584,000 | $ 11,524,000 | ||||
New York Settlement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss contingency, estimate of possible loss | $ 15,000,000 | |||||
Accrued professional fees | $ 1,833,333 | |||||
Loss contingency accrual, payments | $ 1,833,333 | |||||
Indemnity Insurance Corporation [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Percentage of costs of litigation | 100.00% | |||||
Compensatory Damages [Member] | JAI Phoenix [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss contingency, damages sought, value | $ 1,400,000 | |||||
Compensatory Damages [Member] | JAI Phoenix [Member] | Minimum [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Possible loss estimated value | $ 0 | |||||
Compensatory Damages [Member] | JAI Phoenix [Member] | Maximum [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Possible loss estimated value | 5,000,000 | |||||
Punitive Damages [Member] | JAI Phoenix [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss contingency, damages sought, value | $ 4,000,000 | |||||
Settlement of Lawsuits [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Accrued liabilities | $ 37,000 | $ 295,000 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Revenues | $ 41,212 | $ 33,739 | |
Income (loss) from operations | 9,140 | 6,333 | |
Depreciation and amortization | 1,909 | 1,618 | |
Capital expenditures | 2,769 | 3,008 | |
Total assets | 306,579 | 299,884 | $ 299,884 |
Nightclubs [Member] | |||
Revenues | 35,218 | 29,282 | |
Income (loss) from operations | 13,371 | 9,216 | |
Depreciation and amortization | 1,335 | 1,242 | |
Capital expenditures | 450 | 795 | |
Total assets | 248,187 | 254,432 | |
Bombshells [Member] | |||
Revenues | 5,828 | 4,295 | |
Income (loss) from operations | 891 | 638 | |
Depreciation and amortization | 336 | 218 | |
Capital expenditures | 2,228 | 1,104 | |
Total assets | 28,206 | 18,870 | |
Other [Member] | |||
Revenues | 166 | 162 | |
Income (loss) from operations | (137) | (341) | |
Depreciation and amortization | 2 | 5 | |
Capital expenditures | 1 | ||
Total assets | 969 | 780 | |
General Corporate [Member] | |||
Income (loss) from operations | (4,985) | (3,180) | |
Depreciation and amortization | 236 | 153 | |
Capital expenditures | 91 | 1,108 | |
Total assets | $ 29,217 | $ 25,802 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details Narrative) | Dec. 31, 2017 |
Noncontrolling Interest [Abstract] | |
Equity method investment, ownership percentage | 51.00% |