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RCI HOSPITALITY HOLDINGS INC

For the period ended Sep 30, 2024. Filed Dec 16, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Dec 16, 2024

RICK$28.91-1.0%Stored close · as of Nov 6, 2026
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Contents

Notes

  1. Selected Account Information

The components of receivables, net are as follows (in thousands):

September 30,
20242023
Credit card receivables$2,056$4,141
Income tax refundable2,0172,989
ATM-in-transit8771,675
Other (net of allowance for doubtful accounts of $42 and $62, respectively)6131,041
Total receivables, net$5,563$9,846

Notes receivable consist primarily of secured promissory notes executed between the Company and various buyers of our businesses and assets with interest rates ranging from 6% to 9% per annum and having original terms ranging from 1 to 20 years.

The components of prepaid expenses and other current assets are as follows (in thousands):

September 30,
20242023
Prepaid insurance$2,792$375
Prepaid legal177184
Prepaid taxes and licenses522486
Prepaid rent322346
Other614552
Total prepaid expenses and other current assets$4,427$1,943
  1. Selected Account Information - continued

The components of accrued liabilities are as follows (in thousands):

September 30,
20242023
Payroll and related costs$4,676$4,412
Property taxes3,3473,086
Sales and liquor taxes2,4402,468
Insurance2,3909
Interest568654
Patron tax1,024914
Lawsuit settlement1,9852,448
Construction in progress1,012—
Unearned revenues9996
Other2,7391,964
Total accrued liabilities$20,280$16,051

The components of selling, general and administrative expenses are as follows (in thousands):

202420232022
Taxes and permits$16,177$11,966$9,468
Advertising and marketing12,46111,9289,860
Supplies and services10,89610,7248,614
Insurance13,05910,26810,152
Lease7,0997,2066,706
Legal4,1553,7421,995
Utilities6,0755,7604,585
Charge cards fees6,9687,0906,292
Security5,0805,6184,404
Accounting and professional fees4,2604,2863,909
Repairs and maintenance4,6904,9243,754
Stock-based compensation1,8822,5882,353
Other6,8706,9246,755
Total selling, general and administrative expenses$99,672$93,024$78,847

The components of impairments and other charges, net are as follows (in thousands):

202420232022
Impairment of assets$38,517$12,629$1,888
Settlement of lawsuits5203,7591,417
Gain on sale of businesses and assets(2,140)(682)(2,375)
Gain on insurance(327)(77)(463)
Total impairments and other charges, net$36,570$15,629$467
  1. Property and Equipment

Property and equipment consisted of the following (in thousands):

September 30,
20242023
Land$95,539$95,018
Buildings and improvements224,439210,579
Equipment51,07549,632
Furniture15,28513,959
Total property and equipment386,338369,188
Less accumulated depreciation and impairment(106,263)(86,483)
Property and equipment, net$280,075$282,705

Included in buildings and leasehold improvements above are construction-in-progress amounting to $15.0 million and $7.7 million as of September 30, 2024, and 2023, respectively, which are mostly related to Bombshells development projects.

Depreciation expense was approximately $12.9 million, $11.6 million, and $10.3 million for fiscal years 2024, 2023, and 2022, respectively. Impairment loss for property and equipment, including those later reclassified to assets held for sale, was $10.6 million, $58,000, and $1.0 million for fiscal 2024, 2023, and 2022, respectively.

  1. Goodwill and Other Intangible Assets

Goodwill and other intangible assets consisted of the following (in thousands):

September 30,
20242023
Indefinite useful lives:
Goodwill$61,911$70,772
Licenses124,492135,735
Tradename and domain name19,11819,811
205,521226,318
Amortization Period
Definite useful lives:
Discounted leasesLease term63811
Non-compete agreements5 years—3
Software5 years4055
LicensesLease term19,73222,597
Leases acquired in-placeLease term16133
19,85123,599
Total goodwill and other intangible assets$225,372$249,917
  1. Goodwill and Other Intangible Assets - continued

Substantially all of our goodwill and other intangible assets belong to our Nightclubs segment.

20242023
Definite- Lived IntangiblesIndefinite- Lived IntangiblesGoodwillDefinite- Lived IntangiblesIndefinite- Lived IntangiblesGoodwill
Beginning balance$23,599$155,546$70,772$26,935$117,114$67,767
Acquisitions23——2,00543,9487,244
Impairment(590)(11,936)(8,861)(1,813)(5,516)(4,239)
Dispositions(687)—————
Amortization(2,494)——(3,528)——
Ending balance$19,851$143,610$61,911$23,599$155,546$70,772

Definite-lived intangible assets consist of the following (in thousands):

September 30,
20242023
Licenses$27,725$27,725
Software2,3552,332
Leases acquired in-place826826
Discounted leases2971,076
Non-compete agreements1,1001,100
Distribution agreements317317
Total definite-lived intangibles32,62033,376
Less accumulated amortization and impairment(12,769)(9,777)
Definite-lived intangibles, net$19,851$23,599

As of September 30, 2024 and 2023, the accumulated impairment balance of indefinite-lived intangibles was $28.8 million and $16.9 million, respectively, while the accumulated impairment balance of goodwill was $34.3 million and $25.4 million, respectively. As of September 30, 2024 and 2023, the gross amount of goodwill amounted to $96.2 million and $96.2 million, respectively. Future amortization expense related to definite-lived intangible assets that are subject to amortization at September 30, 2024 is: 2025 - $2.3 million; 2026 - $2.3 million; 2027 - $2.2 million; 2028 - $1.5 million; 2029 - $1.5 million; and thereafter - $10.2 million.

Indefinite-lived intangible assets consist of SOB licenses, liquor licenses, and tradenames, which were obtained as part of acquisitions. These licenses are the result of zoning ordinances, thus are valid indefinitely, subject to filing annual renewal applications, which are done at minimal costs to the Company. We considered certain licenses that are associated with leased locations as definite-lived. The discounted cash flow of the income approach method was used in calculating the value of these licenses in a business combination, while the relief-from-royalty method was used in calculating the value of tradenames. During the fiscal year ended September 30, 2024, the Company recognized a $11.8 million impairment related to the SOB licenses ofseven clubs, a $8.9 million impairment related to goodwill offour reporting units, and a $693,000 impairment related to tradename ofone club. During the fiscal year ended September 30, 2023, the Company recognized a $6.5 million impairment related to the SOB licenses ofeight club and a $4.2 million impairment related to goodwill offour reporting unit. During the fiscal year ended September 30, 2022, the Company recognized a $293,000 impairment related toone club's SOB licenses and a $566,000 impairment related to the goodwill ofone reporting unit.

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