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RCI HOSPITALITY HOLDINGS, INC.

For the period ended Dec 31, 2025. Filed May 7, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed May 7, 2026

RICK$28.89-0.1%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

  1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of RCI Hospitality Holdings, Inc. (the “Company,” “RCIHH,” “we,” or “us”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. 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, 2025 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, 2025, included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 19, 2026. 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 statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended December 31, 2025, are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.

  1. Recent Accounting Standards and Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on our consolidated statements of income in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, as clarified by ASU 2025-01, with early adoption permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of this guidance on our financial statement disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which intended to improve the navigability of the guidance in Accounting Standards Codification ("ASC") Topic 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The ASU also addresses the form and content of such financial statements, adds list to ASC 270 of the interim disclosures required by all other ASC topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather to reflect the effects of the SEC's form and content requirements related to interim reporting. The amendments of this ASU are effective to us for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. This ASU may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of this ASU on our interim reporting financial statement disclosures.

  1. Supplemental Disclosure of Cash Flow Information

The following table sets forth certain cash and noncash activities (in thousands), as follows:

Three Months Ended December 31,
20252024
Cash paid during the period for:
Interest, net of amounts capitalized$4,086$4,080
Income taxes, net of refunds of $17 and $0, respectively$115$3
Noncash investing and financing transactions:
Debt incurred in connection with stock repurchases$22,000$—
Unpaid excise tax on stock repurchases$219$33
Unpaid liabilities on capital expenditures$278$2,451

On November 21, 2025, the Company repurchased 821,000 shares of its own common stock from a single stockholder for $30.0 million, paid $8.0 million in cash and $22.0 million under atwo-year 12% unsecured promissory note (see Note 7).

Subsequent to the balance sheet date through May 1, 2026, we repurchased 137,500 shares of our common stock at an average price of $23.96 per share.

  1. Segment Information

The Company owns and operates adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such segments based on how the chief operating decision maker assigns management responsibility, how financial information is regularly reviewed, the nature of the Company’s products, services and costs, regulatory environments, and how resources are allocated. There are no major distinctions in geographical areas served as all operations are in the United States. The Company's chief operating decision maker ("CODM") is its chief executive officer. 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 and energy drink divisions that are not significant to the consolidated financial statements.

In adopting ASU 2023-07, we recastone of our shared-services subsidiary from Other to Corporate. We also recast three previously planned and previously reported casino-related subsidiaries classified in Other to Nightclubs and Bombshells. We reclassified certain prior year segment disclosures to conform to current year presentation.

  1. Segment Information—continued

Below is the financial information (in thousands) related to the Company’s reportable segments as provided to the CODM:

Three Months Ended December 31, 2025 · Three Months Ended December 31, 2024
Nightclubs · Bombshells · Total · Nightclubs · Bombshells · Total
Revenues
Third party$62,309$8,381$70,690$61,724$9,587$71,311
Intersegment1,323—1,3231,019—1,019
63,6328,38172,01362,7439,58772,330
Reconciliation of revenue
Other revenues, including intersegment211244
Elimination of intersegment revenues(1,396)(1,091)
Total consolidated revenues70,82871,483
Less:
Cost of goods sold, including intersegment7,1621,9879,1497,1242,2929,416
Salaries and wages14,7422,87617,61813,9302,80716,737
Selling, general, and administrative, including intersegment18,0024,32922,33117,6684,36922,037
Depreciation and amortization3,5004153,9152,9713313,302
Impairments and other charges (gains), net18129210(822)(1,330)(2,152)
Other segment items————(979)(979)
Segment income (loss)20,045(1,255)18,79021,8722,09723,969
Reconciliation of segment income (loss)
Other loss(130)(80)
Interest expense, net(4,251)(3,973)
Elimination of intersegment income(35)(34)
Unallocated corporate overhead(17,474)(8,970)
Consolidated income (loss) before income taxes$(3,100)$10,912
Segment capital expenditures$584$1,270$1,854$1,554$3,919$5,473
Reconciliation to consolidated capital expenditures
Other operating segments185
Unallocated corporate476196
Consolidated capital expenditures$2,331$5,754
December 31, 2025 · September 30, 2025
Nightclubs · Bombshells · Total · Nightclubs · Bombshells · Total
Segment assets$477,077$78,388$555,465$478,516$78,877$557,393
Reconciliation to consolidated total assets
Other operating segments3,3633,775
Unallocated corporate31,43435,767
Consolidated total assets$590,262$596,935

General corporate overhead 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, unallocated self-insurance reserve, depreciation and other corporate costs such as automobile and travel costs. Management considers these to be non-allocable costs for segment purposes.

  1. Revenues

Revenues, as disaggregated by revenue type, timing of recognition, and reportable segment (see also Note 4), are shown below (in thousands):

Three Months Ended December 31, 2025 · Three Months Ended December 31, 2024
Nightclubs · Bombshells · Other · Total · Nightclubs · Bombshells · Other · Total
Sales of alcoholic beverages$25,795$4,344$—$30,139$27,035$5,153$—$32,188
Sales of food and merchandise5,9364,030—9,9665,7364,370—10,106
Service revenues25,8101—25,81124,1783—24,181
Other revenues4,76861384,9124,775611725,008
$62,309$8,381$138$70,828$61,724$9,587$172$71,483
Recognized at a point in time$61,879$8,381$138$70,398$61,311$9,586$172$71,069
Recognized over time430*——430413*1—414
$62,309$8,381$138$70,828$61,724$9,587$172$71,483
  • Lease revenue (included in Other Revenues) as covered by ASC 842. All other revenues are covered by ASC 606.

The Company does not have contract assets with customers. The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net in our unaudited condensed consolidated balance sheet. A reconciliation of contract liabilities with customers is presented below (in thousands):

Balance at September 30, 2025Net ConsiderationReceived/RecognizedRecognized inRevenueBalance at December 31, 2025
Ad revenue$45$98$(113)$30
Expo revenue150—51
VIP cards—585(115)470
Other312(29)4
$77$735$(257)$555

Contract liabilities with customers are included in accrued liabilities as unearned revenues in our unaudited condensed consolidated balance sheets (see also Note 6), while the revenues associated with these contract liabilities are included in other revenues in our unaudited condensed consolidated statements of income.

In relation to the Illinois BIPA settlement (see Notes 6 and 9), VIP card claims processed during the first quarter of fiscal 2026 amounting to $470,000 were recorded in unearned revenues and subsequently ratably recognized in revenues with no actual cash received.

  1. Selected Account Information

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

December 31, 2025September 30, 2025
Credit card receivables$2,183$1,637
Income tax refundable—951
ATM in-transit730374
Current portion of notes receivable247320
Other (net of allowance for doubtful accounts of $99 and $91, respectively)1,061658
Total receivables, net$4,221$3,940

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):

December 31, 2025September 30, 2025
Prepaid insurance$6,619$3,367
Prepaid legal84123
Prepaid taxes and licenses261498
Prepaid rent231324
Other625656
Total prepaid expenses and other current assets$7,820$4,968

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

December 31, 2025September 30, 2025
Legal fees$8,167$9,366
Insurance4,8551,600
Payroll and related costs4,4754,930
Property taxes3,8623,501
Sales and liquor taxes2,2662,303
Lawsuit settlement2,7264,173
Estimated self-insurance liability2,5552,555
Construction in progress233464
Patron tax1,1201,078
Income taxes482—
Interest651524
Unearned revenues55577
Other1,9812,036
Total accrued liabilities$33,928$32,607
  1. Selected Account Information—continued

The components of other long-term liabilities are as follows (in thousands):

December 31, 2025September 30, 2025
Estimated self-insurance liability$7,008$7,008
Advances from creditors—1,250
Other1,2061,251
Total other long-term liabilities$8,214$9,509

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

Three Months Ended December 31,
20252024
Taxes and permits$3,593$3,828
Advertising and marketing3,0302,962
Supplies and services2,7832,488
Insurance2,7185,283
Legal1,2071,386
Lease1,6511,602
Charge card fees1,9551,748
Utilities1,5701,371
Security1,1121,084
Stock-based compensation392470
Accounting and professional fees1,4971,134
Repairs and maintenance1,3031,203
Other1,8931,648
Total selling, general and administrative expenses$24,704$26,207

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

Three Months Ended December 31,
20252024
Impairment of assets$1,163$—
Settlement of lawsuits, net of recoveries (Notes 5 and 9)(802)179
Loss (gain) on sale of businesses and assets33(1,406)
Gain on insurance(177)(1,017)
Total impairments and other charges (gains), net$217$(2,244)
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