RCI HOSPITALITY HOLDINGS, INC. 10-K

Item 8. Financial Statements and Supplementary Data. The information required by this Item begins on page 47. 46 Table of Contents RCI HOSPITALITY HOLDINGS, INC. CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Report of Independent Registered Public Accounting Firm ( Friedman LLP , Marlton, NJ , Auditor Firm ID: 711 ) 48 Consolidated Financial Statements: Consolidated Balance Sheets at September 30, 2022 and 2021 51 Consolidated Statements of Operations for the years ended September 30, 2022, 2021, and 2020 52 Consolidated Statements of Changes in Equity for the years ended September 30, 2022, 2021, and 2020 53 Consolidated Statements of Cash Flows for the years ended September 30, 2022, 2021, and 2020 54 Notes to Consolidated Financial Statements 56 47 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of RCI Hospitality Holdings, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of RCI Hospitality Holdings, Inc. (the “Company”) as of September 30, 2022 and 2021, and the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the three-year period ended September 30, 2022, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 14, 2022 expressed an adverse opinion. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment of Goodwill, Indefinite-lived Intangible Assets, and Long-lived Assets As discussed in Note 2 to the consolidated financial statements, the Company reviews goodwill and indefinite-lived intangible assets on an annual basis for impairment, or when events and circumstances indicate that the asset might be impaired. Additionally, the Company reviews long-lived assets, such as property and equipment, intangible assets subject to amortization, and right-of-use assets on operating leases for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value, and impairment of indefinite-lived intangible assets is recognized in the amount by which the carrying value of the assets exceed their fair value. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If these assets are determined to be 48 Table of Contents impaired, the amount of impairment recognized is the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined using forecasted cash flows discounted using an estimated weighted average cost of capital. As of September 30, 2022, the Company had goodwill of approximately $67.8 million, and indefinite-lived intangible assets of approximately $117.1 million. Long-lived assets consisted of property and equipment, right of use assets, and intangible assets subject to amortization totaling approximately $288.6 million. During the year ended September 30, 2022 the Company recorded an impairment of these assets of approximately $1.9 million. We identified the evaluation of the impairment analysis of goodwill, indefinite-lived intangible assets, and long-lived assets as a critical audit matter. There was a high degree of subjective auditor judgment in evaluating the estimated undiscounted future cash flows used to test operating locations for recoverability and the determination of fair value of the relevant assets when required. Specifically, a high degree of subjective auditor judgment was required to evaluate future revenues, operating cash flows and the discount rate. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill, indefinite-lived intangible asset, and long-lived asset impairment process, including controls over the identification of relevant assets at risk of impairment, the determination of estimated undiscounted future cash flows and the fair value of individual reporting unit or asset, as necessary, and controls over the key assumptions as noted above. These procedures also included, among others, (1) testing management’s process for developing the fair value estimates of the reporting units or assets; (2) evaluating the appropriateness of the underlying discounted and undiscounted cash flow models; (3) testing the completeness and accuracy of underlying data used in the models; and (4) evaluating the reasonableness of the significant assumptions used by management, including the future cash flows, growth rates and discount rates. Evaluating management’s significant assumptions related to future cash flows, growth rates and the discount rates involved, with the assistance of valuation specialists employed by us, evaluating whether the assumptions used by management were reasonable considering (1) the historical performance of the reporting units or operating location; (2) the consistency with external market data; and (3) sensitivities over significant inputs and assumptions, including the development of a point estimate. Fair Value Measurement of consideration and, tangible and intangible assets acquired in business acquisitions As described in Note 16 to the consolidated financial statements, the Company completed five business acquisitions with an aggregate acquisition price totaling approximately $132.6 million during the year ended September 30, 2022. The Company accounts for business combinations using the acquisition method, which requires recognition of assets acquired and liabilities assumed at their respective fair values at the date of acquisition. The fair value of the tangible assets acquired were measured using adjusted market prices or costs to construct. The fair values of intangible assets acquired are typically estimated using an income approach, which is based on the present value of future discounted cash flows. Management applied significant judgment in estimating the fair value of the consideration and, tangible and intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the rate of future revenue growth, profitability of the acquired business and the discount rate, among other factors. In addition, the discount for lack of marketability applied to the consideration is estimated using a market approach, which is based on a Black-Scholes option pricing model. The principal considerations for our determination that performing procedures relating to the fair value measurement of the consideration and assets acquired related to the acquisitions is a critical audit matter are (1) the significant judgment by management, including the use of specialists, when estimating the fair values of assets acquired; (2) a high degree of auditor judgment and subjectivity in performing procedures relating to the fair value measurement of assets acquired; (3) the significant audit effort in evaluating the reasonableness of the significant assumptions relating to the rate of future revenue growth and profitability of the acquired business and the discount rate; and (4) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included identifying and evaluating the design of controls relating to the acquisition accounting, including controls over management’s valuation of the assets acquired and consideration, and controls over the development of the valuation models, as well as the significant assumptions related to the rate of future revenue growth, profitability of the acquired business, the discount rate, and the costs to construct an asset. These procedures also included, among others, (1) reading the purchase agreement; and (2) testing management’s process for estimating the fair values of the assets acquired. Testing management’s process included evaluating the appropriateness of the valuation method, testing the completeness and accuracy of data provided by 49 Table of Contents management, and evaluating the reasonableness of significant assumptions related to the rate of future revenue growth, profitability of the acquired business, the discount rate, and costs to construct an asset. Evaluating the reasonableness of the rate of future revenue growth and the profitability of the acquired business involved considering the historical performance of the acquired businesses and market comparable information, as well as economic and industry forecasts. The reasonableness of the discount rate was evaluated by considering the cost of capital of comparable businesses and other industry factors. (3) Developing an independent point estimate for the consideration. (4) Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow models, the reasonableness of the discount rate, and evaluating the market and cost assumptions for the fair value of the assets; and in developing a model and independent assumptions for the consideration. /s/ Friedman LLP We have served as the Company’s auditor since 2019. Marlton, New Jersey December 14, 2022 50 Table of Contents RCI HOSPITALITY HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value and number of shares) September 30, 2022 2021 ASSETS Current assets Cash and cash equivalents $ 35,980 $ 35,686 Accounts receivable, net 8,510 7,570 Current portion of notes receivable 230 220 Inventories 3,893 2,659 Prepaid expenses and other current assets 1,499 1,928 Assets held for sale 1,049 4,887 Total current assets 51,161 52,950 Property and equipment, net 224,615 175,952 Operating lease right-of-use assets, net 37,048 24,308 Notes receivable, net of current portion 4,691 2,839 Goodwill 67,767 39,379 Intangibles, net 144,049 67,824 Other assets 1,407 1,367 Total assets $ 530,738 $ 364,619 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 5,482 $ 4,408 Accrued liabilities 11,328 10,403 Current portion of long-term debt 11,896 6,434 Current portion of operating lease liabilities 2,795 1,780 Total current liabilities 31,501 23,025 Deferred tax liability, net 30,562 19,137 Debt, net of current portion and debt discount and issuance costs 190,567 118,734 Operating lease liabilities, net of current portion 36,001 24,150 Other long-term liabilities 349 350 Total liabilities 288,980 185,396 Commitments and contingencies (Note 11) Equity Preferred stock, $ 0.10 par value per share; 1,000,000 shares authorized; none issued and outstanding — — Common stock, $ 0.01 par value per share; 20,000,000 shares authorized; 9,231,725 shares and 8,999,910 shares issued and outstanding as of September 30, 2022 and 2021, respectively 92 90 Additional paid-in capital 67,227 50,040 Retained earnings 173,950 129,693 Total RCIHH stockholders’ equity 241,269 179,823 Noncontrolling interests 489 ( 600 ) Total equity 241,758 179,223 Total liabilities and equity $ 530,738 $ 364,619 See accompanying notes to consolidated financial statements. 51 Table of Contents RCI HOSPITALITY HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share and number of shares data) Years Ended September 30, 2022 2021 2020 Revenues Sales of alcoholic beverages $ 113,316 $ 86,685 $ 59,080 Sales of food and merchandise 44,294 41,111 24,460 Service revenues 93,888 55,461 41,162 Other 16,122 12,001 7,625 Total revenues 267,620 195,258 132,327 Operating expenses Cost of goods sold Alcoholic beverages sold 20,155 15,883 11,097 Food and merchandise sold 15,537 13,794 8,071 Service and other 317 374 267 Total cost of goods sold (exclusive of items shown separately below) 36,009 30,051 19,435 Salaries and wages 68,447 50,627 39,070 Selling, general and administrative 78,847 54,608 51,692 Depreciation and amortization 12,391 8,238 8,836 Other charges, net 467 13,186 10,548 Total operating expenses 196,161 156,710 129,581 Income from operations 71,459 38,548 2,746 Other income (expenses) Interest expense ( 11,950 ) ( 9,992 ) ( 9,811 ) Interest income 411 253 324 Non-operating gain (loss), net 211 5,330 ( 64 ) Income (loss) before income taxes 60,131 34,139 ( 6,805 ) Income tax expense (benefit) 14,071 3,989 ( 493 ) Net income (loss) 46,060 30,150 ( 6,312 ) Net loss (income) attributable to noncontrolling interests ( 19 ) 186 227 Net income (loss) attributable to RCIHH common stockholders $ 46,041 $ 30,336 $ ( 6,085 ) Earnings (loss) per share Basic and diluted $ 4.91 $ 3.37 $ ( 0.66 ) Weighted average number of common shares outstanding Basic and diluted 9,383,445 9,004,744 9,199,225 Dividends per share $ 0.19 $ 0.16 $ 0.14 See accompanying notes to consolidated financial statements. 52 Table of Contents RCI HOSPITALITY HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Years Ended September 30, 2022, 2021, and 2020 (in thousands, except number of shares) Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Noncontrolling Interests Total Equity Number of Shares Amount Number of Shares Amount Balance at September 30, 2019 9,590,671 $ 96 $ 61,312 $ 108,168 — $ — $ ( 156 ) $ 169,420 Purchase of treasury shares — — — — ( 516,102 ) ( 9,484 ) — ( 9,484 ) Canceled treasury shares ( 516,102 ) ( 5 ) ( 9,479 ) — 516,102 9,484 — — Payment of dividends — — — ( 1,286 ) — — — ( 1,286 ) Payments to noncontrolling interests — — — — — — ( 31 ) ( 31 ) Net loss — — — ( 6,085 ) — — ( 227 ) ( 6,312 ) Balance at September 30, 2020 9,074,569 91 51,833 100,797 — — ( 414 ) 152,307 Purchase of treasury shares — — — — ( 74,659 ) ( 1,794 ) — ( 1,794 ) Canceled treasury shares ( 74,659 ) ( 1 ) ( 1,793 ) — 74,659 1,794 — — Payment of dividends — — — ( 1,440 ) — — — ( 1,440 ) Net income (loss) — — — 30,336 — — ( 186 ) 30,150 Balance at September 30, 2021 8,999,910 90 50,040 129,693 — — ( 600 ) 179,223 Issuance of common shares for business combination 500,000 5 29,928 — — — — 29,933 Purchase of treasury shares — — — — ( 268,185 ) ( 15,097 ) — ( 15,097 ) Canceled treasury shares ( 268,185 ) ( 3 ) ( 15,094 ) — 268,185 15,097 — — Payment of dividends — — — ( 1,784 ) — — — ( 1,784 ) Stock-based compensation expense — — 2,353 — — — — 2,353 Investment from noncontrolling partner — — — — — — 1,070 1,070 Net income — — — 46,041 — — 19 46,060 Balance at September 30, 2022 9,231,725 $ 92 $ 67,227 $ 173,950 — $ — $ 489 $ 241,758 See accompanying notes to consolidated financial statements. 53 Table of Contents RCI HOSPITALITY HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended September 30, 2022 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 46,060 $ 30,150 $ ( 6,312 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 12,391 8,238 8,836 Deferred tax expense (benefit) 3,080 ( 1,253 ) ( 1,268 ) Gain on sale of businesses and assets ( 2,970 ) ( 714 ) ( 777 ) Impairment of assets 1,888 13,612 10,615 Amortization and writeoff of debt discount and issuance costs 314 311 236 Doubtful accounts expense (reversal) on notes receivable 753 ( 80 ) 602 Unrealized loss on equity securities — 84 64 Loss (gain) on insurance ( 463 ) ( 1,337 ) 596 Noncash lease expense 2,607 1,729 1,660 Stock-based compensation expense 2,353 — — Gain on debt extinguishment ( 83 ) ( 5,298 ) — Changes in operating assets and liabilities, net of business acquisitions: Accounts receivable ( 175 ) ( 769 ) ( 294 ) Inventories ( 554 ) ( 287 ) 226 Prepaid expenses, other current assets and other assets 387 4,120 1,633 Accounts payable and accrued liabilities ( 1,079 ) ( 6,515 ) ( 185 ) Net cash provided by operating activities 64,509 41,991 15,632 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of businesses and assets 10,669 5,415 2,221 Proceeds from notes receivable 182 130 1,576 Proceeds from insurance 648 1,152 945 Payments for property and equipment and intangible assets ( 24,003 ) ( 13,511 ) ( 5,736 ) Acquisition of businesses, net of cash acquired ( 55,293 ) — — Net cash used in investing activities ( 67,797 ) ( 6,814 ) ( 994 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from debt obligations, including related party proceeds of $ 650 , $ 0 , and $ 0 , respectively 35,820 38,490 6,503 Payments on debt obligations ( 14,894 ) ( 49,178 ) ( 8,832 ) Purchase of treasury stock ( 15,097 ) ( 1,794 ) ( 9,484 ) Payment of dividends ( 1,784 ) ( 1,440 ) ( 1,286 ) Payment of loan origination costs ( 463 ) ( 1,174 ) — Distribution to noncontrolling interests — — ( 31 ) Net cash provided by (used in) financing activities 3,582 ( 15,096 ) ( 13,130 ) NET INCREASE IN CASH AND CASH EQUIVALENTS 294 20,081 1,508 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 35,686 15,605 14,097 54 Table of Contents CASH AND CASH EQUIVALENTS AT END OF YEAR $ 35,980 $ 35,686 $ 15,605 CASH PAID DURING YEAR FOR: Interest paid, net of amounts capitalized $ 11,227 $ 10,362 $ 8,695 Income taxes paid (net of refunds of $ 2,256 , $ 2,201 , and $ 153 , in 2022, 2021, and 2020, respectively) $ 9,500 $ 5,389 $ 2,200 Non-cash investing and financing transactions: Years Ended September 30, 2022 2021 2020 Debt incurred with seller in connection with acquisition of businesses $ 49,000 $ — $ — Debt incurred in connection with purchase of property and equipment $ 9,201 $ — $ — Notes receivable received as proceeds from sale of assets $ 2,700 $ — $ — Investment from noncontrolling partner in connection with purchase of property $ 1,070 $ — $ — Issuance of shares of common stock for acquisition of business: Number of shares 500,000 — — Fair value $ 29,933 $ — $ — Accounts receivable converted to notes receivable $ — $ — $ 122 Refinanced long-term debt $ — $ 62,832 $ 11,292 Operating lease right-of-use assets established upon adoption of ASC 842 $ — $ — $ 27,310 Deferred rent liabilities reclassified upon adoption of ASC 842 $ — $ — $ 1,241 Operating lease liabilities established upon adoption of ASC 842 $ — $ — $ 28,551 Adjustment to operating lease right-of-use assets and operating lease liabilities related to new and renewed leases $ 21,424 $ 491 $ — Unpaid liabilities on capital expenditures $ 1,503 $ 830 $ 29 Receivable on eminent domain disposition $ 1,047 $ — $ — See accompanying notes to consolidated financial statements. 55 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 1. Nature of Business RCI Hospitality Holdings, Inc. (the “Company,” “we,” “us,” or “our”) is a holding company incorporated in Texas in 1994. Through its subsidiaries, the Company currently owns and operates establishments that offer live adult entertainment, restaurant, and/or bar operations. These establishments are located in Houston, Austin, San Antonio, Dallas, Fort Worth, Tomball, Katy, Pearland, Odessa, Lubbock, Longview, Tye, Aledo, Round Rock, Edinburg, El Paso, Harlingen, Arlington, and Beaumont, Texas, as well as Denver, Colorado; Minneapolis, Minnesota; Pittsburgh, Pennsylvania; Charlotte and Raleigh, North Carolina; New York and Newburgh, New York; Miami, Pembroke Park and Miami Gardens, Florida; Phoenix, Arizona; Sulphur, Louisiana; Portland, Maine; Louisville, Kentucky; Indianapolis, Indiana; and Chicago, Washington Park, Sauget, and Kappa, Illinois. The Company also owns and operates media businesses for the adult industry. The Company’s corporate offices are located in Houston, Texas. 2. Summary of Significant Accounting Policies Basis of Accounting The accounts are maintained and the consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries in which a controlling interest is owned. Intercompany accounts and transactions have been eliminated in consolidation. Fiscal Year Our fiscal year ends on September 30. References to years 2022, 2021, and 2020 are for fiscal years ended September 30, 2022, 2021, and 2020, respectively. Our fiscal quarters chronologically end on December 31, March 31, June 30 and September 30. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts in the consolidated financial statements and accompanying notes. Estimates and assumptions are based on historical experience, forecasted future events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and assumptions may vary under different circumstances and conditions. We evaluate our estimates and assumptions on an ongoing basis. Cash and Cash Equivalents The Company considers as cash equivalents all highly liquid investments with a maturity of three months or less when purchased. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. Accounts and Notes Receivable Accounts receivable for club and restaurant operations are primarily comprised of credit card charges, which are generally converted to cash in two to five days after a purchase is made. The media division’s accounts receivable are primarily comprised of receivables for advertising sales and Expo registration. Accounts receivable also include employee advances, construction advances, and other miscellaneous receivables. Long-term notes receivable, which have original maturity of more than one year, include consideration from the sale of certain investment interest entities and real estate. The Company 56 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies - continued recognizes interest income on notes receivable based on the terms of the agreement and based upon management’s evaluation that the notes receivable and interest income will be collected. The Company recognizes allowances for doubtful accounts or notes when, based on management judgment, circumstances indicate that accounts or notes receivable will not be collected. Allowance for doubtful accounts balance related to accounts receivable was $ 30,000 and $ 382,000 as of September 30, 2022 and 2021, respectively (see Note 5). Allowance for doubtful accounts balance related to notes receivable was $ 0 and $ 102,000 as of September 30, 2022 and 2021, respectively. Inventories Inventories include alcoholic beverages, energy drinks, food, and Company merchandise. Inventories are carried at the lower of cost (on a first-in, first-out (“FIFO”) basis), or net realizable value. Property and Equipment Property and equipment are stated at cost. Provisions for depreciation and amortization are made using straight-line rates over the estimated useful lives of the related assets, and the shorter of useful lives or terms of the applicable leases for leasehold improvements. Buildings have estimated useful lives ranging from 29 to 40 years. Furniture and equipment have estimated useful lives of 5 to 7 years, while leasehold improvements are depreciated at the shorter of the lease term or estimated useful life. Expenditures for major renewals and betterments that extend the useful lives are capitalized. Expenditures for normal maintenance and repairs are expensed as incurred. The cost of assets sold, retired or abandoned and the related accumulated depreciation are written off from the accounts, and any gains or losses are charged or credited in the accompanying consolidated statement of operations of the respective period. Interest expense from related debt incurred during site construction is capitalized, which amounted to $ 0 in fiscal 2022, $ 0 in fiscal 2021, and $ 156,000 in fiscal 2020. Goodwill and Other Intangible Assets Goodwill and other intangible assets with indefinite lives are not amortized but reviewed on an annual basis for impairment. Definite-lived intangible assets are amortized on a straight-line basis over their estimated lives. The costs of transferable licenses purchased through open markets are capitalized as indefinite-lived intangible assets. The costs of obtaining non-transferable licenses that are directly issued by local government agencies are expensed as incurred. Annual license renewal fees are expensed over their renewal term. Goodwill and other intangible assets that have indefinite useful lives are tested annually for impairment during our fourth fiscal quarter and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. For our goodwill impairment review, we have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on our qualitative analysis, or if we elect to skip this step, we perform a Step 1 quantitative analysis to determine the fair value of the reporting unit. The fair value is determined using market-related valuation models, including discounted cash flows and comparable asset market values. We recognize goodwill impairment in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit, not to exceed the amount of goodwill allocated to the reporting unit, based on the results of our Step 1 analysis. For the year ended September 30, 2022, we identified one reporting unit that was impaired and recognized a goodwill impairment loss of $ 566,000 . For the year ended September 30, 2021, we identified seven reporting units that were impaired and recognized a goodwill impairment loss totaling $ 6.3 million. For the year ended September 30, 2020, we identified seven reporting units that were impaired and recognized a goodwill impairment loss totaling $ 7.9 million. For indefinite-lived intangibles, specifically sexually-oriented business ("SOB") licenses, we determine fair value by estimating the multiperiod excess earnings of the asset. For indefinite-lived tradename, we determine fair value by using 57 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies - continued the relief from royalty method. The fair value is then compared to the carrying value and an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset. We recorded impairment charges for SOB licenses amounting to $ 293,000 in 2022 related to one club, $ 5.3 million in 2021 related to three clubs, $ 2.3 million in 2020 related to two clubs, which are included in other charges, net in the consolidated statements of operations. Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment, intangible assets subject to amortization, and right-of-use assets on operating leases for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value. We define our asset group as an operating club or restaurant location, which is also our reporting unit or the lowest level for which cash flows can be identified. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. For assets held for sale, we measure fair value using an estimation based on quoted prices for similar items in active or inactive markets (level 2) developed using observable data. The assets and liabilities of a disposal group classified as held for sale are presented separately in the appropriate asset and liability sections of the balance sheet. During fiscal 2022, the Company impaired one club and one Bombshells for a total of $ 1.0 million; during fiscal 2021, the Company impaired five clubs (including one later reclassified as held for sale) for a total of $ 2.0 million; and during fiscal 2020, the Company impaired one club and one Bombshells unit for a total of $ 302,000 . The Company also impaired one club in fiscal of 2020 for operating lease right-of-use assets amounting to $ 104,000 . See Notes 6 and 20. Fair Value of Financial Instruments The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying value of notes receivable and short and long-term debt also approximates fair value since these instruments bear market rates of interest. None of these instruments are held for trading purposes. Revenue Recognition The Company recognizes revenue from the sale of alcoholic beverages, food and merchandise, service and other revenues at the point-of-sale upon receipt of cash, check, or credit card charge, net of discounts and promotional allowances based on consideration specified in implied contracts with customers. Sales and liquor taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying consolidated statements of operations. The Company recognizes revenue when it satisfies a performance obligation (point in time of sale) by transferring control over a product or service to a customer. Commission revenues, such as ATM commission, are recognized when the basis for such commission has transpired. Revenues from the sale of magazines and advertising content are recognized when the issue is published and shipped. Revenues and external expenses related to the Company’s annual Expo convention are recognized upon the completion of the convention, which normally occurs during our fiscal fourth quarter. Lease revenue (included in other revenues) is recognized when earned (recognized over time) and is more appropriately covered by guidance under ASC 842, Leases . Revenue from initial franchise and area development fees are recognized as the performance obligations are satisfied over the term of the franchise agreement. Franchise royalties and advertising contributions, which are a percentage of net sales of franchised restaurants, are recognized in the period the related sales occur. 58 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies - continued Refer to Notes 4 and 20 for additional disclosures on revenues and leases, respectively. Advertising and Marketing Advertising and marketing expenses are primarily comprised of costs related to public advertisements and giveaways, which are used for promotional purposes. Advertising and marketing expenses are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. See Note 5. Income Taxes The Company and its subsidiaries are subject to U.S. federal income tax and income taxes imposed in the state and local jurisdictions where we operate our businesses. Deferred income taxes are determined using the liability 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. U.S. GAAP creates a single model to address accounting for uncertainty in tax positions by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. We recognize penalties related to unrecognized tax benefits as a component of selling, general and administrative expenses, and recognize interest accrued related to unrecognized tax benefits in interest expense. Investments Investments in companies in which the company has a 20% to 50% interest are accounted for using the equity method, which are carried at cost and adjusted for the Company’s proportionate share of their undistributed earnings or losses. Investments in companies in which the Company owns less than a 20% interest, or where the Company does not exercise significant influence, are accounted for at cost and reviewed for any impairment. Cost and equity method investments are included in other assets in the Company’s consolidated balance sheets. Paycheck Protection Program The Company’s policy is to account for the Paycheck Protection Program (“PPP”) loans as debt (see Note 9). The Company will continue to record the loans as debt until either (1) the loans are partially or entirely forgiven and the Company has been legally released from the obligation, at which point the amount forgiven will be recorded as income, or (2) the Company pays off the loans. Earnings (Loss) Per Share Basic earnings (loss) per share 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 (loss) per share reflect the potential dilution of securities that could share in the earnings or losses 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 earnings (loss) per share 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 or losses (as adjusted for interest expense, that would no longer be incurred if the debentures were converted). During the years ended September 30, 2022, 2021, and 2020, the Company did not have any adjustment items to reconcile the numerator and the denominator in the calculation of basic and diluted earnings (loss) per share. For fiscal 2022, we 59 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies - continued excluded 300,000 stock options from the calculation of diluted earnings per share because the effect was anti-dilutive. There were no other potentially dilutive securities outstanding during fiscal 2021 and 2020. Business Combinations The Company accounts for business combinations under the acquisition method of accounting, which requires the recognition of acquired tangible and identifiable intangible assets and assumed liabilities at their acquisition date fair values. The excess of the acquisition price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to acquired entities are included prospectively beginning with the date of acquisition. Acquisition-related costs are expensed as incurred. Share Repurchases The Company accounts for treasury stock transactions using the cost method. When treasury shares are retired, we charge the excess of the repurchase price over the par value of the repurchased shares to additional paid-in capital. Stock-based Compensation The Company recognizes all employee stock-based compensation in selling, general and administrative expenses in our consolidated statements of operations. Equity-classified awards are measured at the grant date fair value of the award and recognized as expense over their requisite service period. The Company estimates grant date fair value of stock options using the Black-Scholes option-pricing model. The following table provides the significant assumptions used in determining the estimated grant date fair value of the stock options granted in fiscal 2022. No grants were awarded in fiscal 2021 and 2020. Expected term (in years) 4.45 Expected volatility 64.42 % Expected dividend yield 0.20 % Risk-free rate 3.23 % The expected term was estimated using the historical exercise and post-vesting expiration behavior of grantees on stock options awarded prior to the 2022 Plan. The expected volatility was based on historical volatility of the Company's stock price for a period equal to the award's expected term. The expected dividend yield is based on the current dividend payout activity and the exercise price (that is, the expected dividends that would likely be reflected in an amount at which the stock option would be exchanged). The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. We recognize forfeitures when they occur. Legal and Other Contingencies The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In the opinion of management, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies for asserted legal and other claims. The Company recognizes legal fees and expenses, including those related to legal contingencies, as incurred. Generally, the Company recognizes gain contingencies when they are realized or when all related contingencies have been resolved. The Company maintains insurance that covers claims arising from risks associated with the Company’s business including claims for workers’ compensation, general liability, property, auto, and business interruption coverage. The Company carries substantial insurance to cover such risks with large deductibles and/or self-insured retention. These policies have 60 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies - continued been structured to limit our per-occurrence exposure. The Company believes, and the Company’s experience has been, that such insurance policies have been sufficient to cover such risks. Fair Value Measurement The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: • Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – Include other inputs that are directly or indirectly observable in the marketplace. • Level 3 – Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company classifies its marketable securities as available-for-sale, which are reported at fair value. Unrealized holding gains and losses, net of the related income tax effect, if any, on available-for-sale securities were excluded from income and were reported as accumulated other comprehensive income in equity until our adoption of ASU 2016-01 as of October 1, 2018. Realized gains and losses (and unrealized gains and losses upon the adoption of ASU 2016-01) from securities classified as available-for-sale are included in comprehensive income (loss). The Company measures the fair value of its marketable securities based on quoted prices for identical securities in active markets, or Level 1 inputs. In accordance with U.S. GAAP, the Company reviews its marketable securities to determine whether a decline in fair value of a security below the cost basis is other than temporary. Should the decline be considered other than temporary, the Company writes down the cost basis of the security and include the loss in current earnings as opposed to an unrealized holding loss. No losses or other-than-temporary impairments in our marketable securities portfolio were recognized during the years ended September 30, 2022, 2021, and 2020. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in other charges, net in the consolidated statements of operations. 61 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies - continued Assets and liabilities that are measured at fair value on a nonrecurring basis are as follows (in thousands): Fair Value at Reporting Date Using Description September 30, 2022 Quoted Prices in Active Markets for Identical Asset (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Property and equipment* $ 32,904 $ — $ — $ 32,904 Property and equipment** 3,432 — — 3,432 Indefinite-lived intangibles* 50,454 — — 50,454 Definite-lived intangibles* 27,986 — — 27,986 Goodwill* 20,608 — — 20,608 Goodwill** 663 — — 663 Current assets* 681 — — 681 * Certain assets and liabilities measured at the acquisition dates. ** Measured at year-end impairment testing. Fair Value at Reporting Date Using Description September 30, 2021 Quoted Prices in Active Markets for Identical Asset (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Property and equipment $ 2,044 $ — $ — $ 2,044 Indefinite-lived intangibles 2,008 — — 2,008 Goodwill 2,096 — — 2,096 Asset held for sale 3,007 — 3,007 — Unrealized Gain (Loss/Impairments) Recognized Years Ended September 30, Description 2022 2021 2020 Goodwill $ ( 566 ) $ ( 6,307 ) $ ( 7,944 ) Property and equipment, net (including held for sale) ( 1,029 ) ( 2,202 ) ( 302 ) Indefinite-lived intangibles ( 293 ) ( 5,296 ) ( 2,265 ) Operating lease right-of-use assets — — ( 104 ) Other assets (equity securities) — ( 84 ) ( 64 ) 62 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies - continued The significant unobservable inputs used in our level 3 fair value measurements are as follows: Range (Weighted Average) Areas Valuation Techniques Unobservable Input 2022 2021 Property and equipment Discounted cash flow EBITDA multiple 9 x - 10 x ( 10 x) 8 x ( 8 x) Revenue/EBITDA growth rate 0 % - 2.5 % ( 1.5 %) 0 % - 2.5 % ( 1 %) Weighted average cost of capital 12.5 % ( 12.5 %) 13 % - 17 % ( 15 %) Goodwill Discounted cash flow EBITDA multiple 8 x - 10 x ( 9 x) 8 x ( 8 x) Revenue/EBITDA growth rate 0 % - 2.5 % ( 1.5 %) 0 % - 2.5 % ( 1 %) Weighted average cost of capital 12.5 % ( 12.5 %) 13 % - 17 % ( 15 %) SOB licenses Multiperiod excess earnings EBITDA multiple 9 x - 10 x ( 10 x) 8 x ( 8 x) Revenue/EBITDA growth rate 0 % - 2.5 % ( 1.5 %) 0 % - 2.5 % ( 1 %) Weighted average cost of capital 12.5 % ( 12.5 %) 13 % - 17 % ( 15 %) Contributory asset charges rate 0.5 % - 7.4 % ( 2.3 %) 1.4 % - 8.0 % ( 4 %) Tradename Relief-from-royalty method Revenue growth rate 0 % - 2.5 % ( 1.5 %) 0 % - 2.5 % ( 2.5 %) Terminal multiple 9 x - 10 x ( 9 x) 8 x ( 8 x) Royalty rate 3.5 % - 4.5 % ( 4 %) None Weighted average cost of capital 12.5 % ( 12.5 %) 15 % ( 15 %) Operating lease right-of-use assets Discounted cash flow EBITDA growth rate 0 % - 2.5 % ( 1.5 %) 0 % - 2.5 % ( 1 %) Weighted average cost of capital 12.5 % ( 12.5 %) 13 % - 17 % ( 15 %) Business combinations Various* Growth rate 2.5 % - 10 % ( 4.8 %) None Weighted average cost of capital 15 % - 19.5 % ( 18.1 %) None Internal rate of return 15 % - 21.5 % ( 19.4 %) None Contributory asset charges rate 8.5 % - 10.2 % ( 9.3 %) None * Includes all of the valuation techniques for each of the fair valued assets above. Impact of Recently Issued Accounting Standards In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU simplifies accounting for income taxes by removing the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments, and (3) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax related guidance for franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. The ASU is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted for public business entities for periods for which financial statements have not been issued. An entity that elects early adoption in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption should adopt all the amendments in the same period. We adopted ASU 2019-12 on October 1, 2021. Our adoption of this update did not have a significant impact on our consolidated financial statements. 63 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies - continued In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU amends Accounting Standards Codification ("ASC") 805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The ASU is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are still evaluating the impact of this ASU but we do not expect it to have a material impact on our consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The amendments in this ASU clarify that an entity should measure the fair value of an equity security subject to contractual sale restriction the same way it measures an identical equity security that is not subject to such a restriction. The FASB said the contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not affect its fair value. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. We have not yet evaluated the impact of this ASU on our consolidated financial statements. 3. Ongoing Impact of COVID-19 Pandemic Our fiscal 2020 was the period hard hit by the COVID-19 pandemic caused by significant reduction in customer traffic in our clubs and restaurants due to changes in consumer behavior as social distancing practices, dining room closures and other restrictions were mandated or encouraged by federal, state and local governments. In fiscal 2021, our businesses started to recover from the initial effects of the pandemic when government restrictions eased. Stimulus money also flowed to the economy at that time which prompted discretionary spending. In fiscal 2022, several coronavirus variants threatened to bring back tight restrictions. Along with the pandemic, geopolitical and macroeconomic events started to affect the U.S. economy in general, with global inflation and supply chain disruption impacting our businesses the most. Geopolitical and macroeconomic events are still developing. In the event global inflation leads to a major economic downturn, our business operations and cash flow could be significantly affected. Valuation of Goodwill, Indefinite-Lived Intangibles and Long-Lived Assets We considered the COVID-19 pandemic as a triggering event in the assessment of recoverability of the goodwill, indefinite-lived intangibles, and long-lived assets in our clubs and restaurants that are affected. We evaluated forecasted cash flows considering future assumed impact of COVID-19 pandemic on sales. Going forward, because of the illness' anticipated permanence, we will no longer consider it as a triggering event for impairment purposes. Based on the evaluation we conducted during the interim and annual periods since the pandemic emerged, we determined that during the year ended September 30, 2020 our assets were impaired in a total amount of approximately $ 10.6 million comprised of $ 7.9 million in goodwill, $ 2.3 million in SOB licenses , $ 302,000 in property and equipment , and $ 104,000 in operating lease right-of-use assets. We recognized an additional $ 13.6 million of impairment during the year ended September 30, 2021 comprised of $ 6.3 million in goodwill, $ 5.3 million in SOB licenses , and $ 2.0 million in property and equipment , which included one property later reclassified as held for sale. During the year ended September 30, 2022, we recorded total impairment charges of $ 1.9 million comprised of $ 566,000 in goodwill, $ 293,000 in SOB license , and $ 1.0 million in property and equipment . 64 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 4. Revenues Revenues, as disaggregated by revenue type, timing of recognition, and reportable segment (see also Note 18), are shown below (in thousands). Fiscal 2022 Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 80,001 $ 33,315 $ — $ 113,316 Sales of food and merchandise 18,289 26,005 — 44,294 Service revenues 93,481 407 — 93,888 Other revenues 14,480 198 1,444 16,122 $ 206,251 $ 59,925 $ 1,444 $ 267,620 Recognized at a point in time $ 204,644 $ 59,918 $ 1,443 $ 266,005 Recognized over time 1,607 7 1 1,615 $ 206,251 $ 59,925 $ 1,444 $ 267,620 Fiscal 2021 Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 54,305 $ 32,380 $ — $ 86,685 Sales of food and merchandise 17,221 23,890 — 41,111 Service revenues 55,146 315 — 55,461 Other revenues 10,676 36 1,289 12,001 $ 137,348 $ 56,621 $ 1,289 $ 195,258 Recognized at a point in time $ 135,799 $ 56,617 $ 1,284 $ 193,700 Recognized over time 1,549 4 5 1,558 $ 137,348 $ 56,621 $ 1,289 $ 195,258 Fiscal 2020 Nightclubs Bombshells Other Total Sales of alcoholic beverages $ 31,950 $ 27,130 $ — $ 59,080 Sales of food and merchandise 8,561 15,899 — 24,460 Service revenues 41,004 158 — 41,162 Other revenues 6,858 28 739 7,625 $ 88,373 $ 43,215 $ 739 $ 132,327 Recognized at a point in time $ 87,049 $ 43,215 $ 725 $ 130,989 Recognized over time 1,324 — 14 1,338 $ 88,373 $ 43,215 $ 739 $ 132,327 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 consolidated balance sheet. A 65 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 4. Revenues - continued reconciliation of contract liabilities with customers, included in accrued liabilities in our consolidated balance sheets, is presented below (in thousands): Balance at September 30, 2020 Consideration Received Recognized in Revenue Balance at September 30, 2021 Consideration Received Recognized in Revenue Balance at September 30, 2022 Ad revenue $ 92 $ 593 $ ( 601 ) $ 84 $ 611 $ ( 613 ) $ 82 Expo revenue 211 393 ( 453 ) 151 426 ( 569 ) 8 Other (including franchise fees, see below) 33 94 ( 8 ) 119 33 ( 8 ) 144 $ 336 $ 1,080 $ ( 1,062 ) $ 354 $ 1,070 $ ( 1,190 ) $ 234 Contract liabilities with customers are included in accrued liabilities as unearned revenues in our consolidated balance sheets (see also Note 5), while the revenues associated with these contract liabilities are included in other revenues in our consolidated statements of operations. On December 22, 2020, the Company signed a franchise development agreement with a group of private investors to open three Bombshells locations in San Antonio, Texas over a period of five years , and the right of first refusal for three more locations in Corpus Christi, New Braunfels, and San Marcos, all in Texas. Upon execution of the agreement, the Company collected $ 75,000 in development fees representing 100 % of the initial franchise fee of the first restaurant and 50 % of the initial franchise fee of the second restaurant. The first Bombshells franchised location opened in June 2022. On May 2, 2022, the Company signed a franchise development agreement with a private investor to open three Bombshells locations in the state of Alabama over a period of five years . Upon execution of the agreement, the Company received $ 50,000 in development fees representing 100 % of the initial franchise fee of the first restaurant. 5. Selected Account Information The components of accounts receivable, net are as follows (in thousands): September 30, 2022 2021 Credit card receivables $ 2,687 $ 1,447 Income tax refundable 2,979 4,472 Insurance receivable — 185 ATM-in-transit 819 277 Other (net of allowance for doubtful accounts of $ 30 and $ 382 , respectively) 2,025 1,189 Total accounts receivable, net $ 8,510 $ 7,570 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. 66 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 5. Selected Account Information - continued The components of prepaid expenses and other current assets are as follows (in thousands): September 30, 2022 2021 Prepaid insurance $ 191 $ 277 Prepaid legal 61 112 Prepaid taxes and licenses 391 380 Prepaid rent 296 309 Other 560 850 Total prepaid expenses and other current assets $ 1,499 $ 1,928 The components of accrued liabilities are as follows (in thousands): September 30, 2022 2021 Payroll and related costs $ 3,186 $ 3,220 Property taxes 2,618 2,178 Sales and liquor taxes 2,227 2,261 Insurance 30 54 Interest 499 145 Patron tax 467 452 Lawsuit settlement 246 378 Unearned revenues 234 354 Other 1,821 1,361 Total accrued liabilities $ 11,328 $ 10,403 The components of selling, general and administrative expenses are as follows (in thousands): 2022 2021 2020 Taxes and permits $ 9,468 $ 8,701 $ 8,071 Advertising and marketing 9,860 6,676 5,367 Supplies and services 8,614 6,190 4,711 Insurance 10,152 5,676 5,777 Lease 6,706 3,942 4,060 Legal 1,995 3,997 4,725 Utilities 4,585 3,366 2,945 Charge cards fees 6,292 3,376 2,382 Security 4,404 3,892 2,582 Accounting and professional fees 3,909 2,031 3,463 Repairs and maintenance 3,754 2,767 2,289 Stock-based compensation 2,353 — — Other 6,755 3,994 5,320 Total selling, general and administrative expenses $ 78,847 $ 54,608 $ 51,692 67 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 5. Selected Account Information - continued The components of other charges, net are as follows (in thousands): 2022 2021 2020 Impairment of assets $ 1,888 $ 13,612 $ 10,615 Settlement of lawsuits 1,417 1,349 174 Gain on sale of businesses and assets ( 2,375 ) ( 522 ) ( 661 ) Loss (gain) on insurance ( 463 ) ( 1,253 ) 420 Total other charges, net $ 467 $ 13,186 $ 10,548 6. Property and Equipment Property and equipment consisted of the following (in thousands): September 30, 2022 2021 Buildings and land $ 206,424 $ 162,217 Equipment 45,648 38,046 Leasehold improvements 30,729 28,681 Furniture 12,391 10,207 Total property and equipment 295,192 239,151 Less accumulated depreciation ( 70,577 ) ( 63,199 ) Property and equipment, net $ 224,615 $ 175,952 Included in buildings and leasehold improvements above are construction-in-progress amounting to $ 1.5 million and $ 3.4 million as of September 30, 2022 and 2021, respectively, which are mostly related to Bombshells development projects. Depreciation expense was approximately $ 10.3 million, $ 8.0 million, and $ 8.2 million for fiscal years 2022, 2021, and 2020, respectively. Impairment loss for property and equipment, including those later reclassified to assets held for sale, was $ 1.0 million, $ 2.0 million, and $ 0.3 million for fiscal 2022, 2021, and 2020, respectively. 7. Assets Held for Sale As of September 30, 2021, the Company had two properties classified as held for sale with an aggregate net realizable value less cost to sell of $ 4.9 million with associated liabilities amounting to $ 1.1 million. On October 6, 2021, the Company sold a property classified as held-for-sale with a carrying value of $ 3.0 million for $ 3.2 million, of which $ 2.7 million was in the form of a secured promissory note. The 7 % note receivable has a term of eight years and is collectible in equal monthly installments of $ 21,544 in principal and interest with the remaining balance to be paid at maturity. On March 23, 2022, the Company sold a property classified as held-for-sale with a carrying value of $ 1.9 million for $ 2.1 million in cash. The Company used $ 816,000 of the proceeds to pay off a loan related to the property. On May 17, 2022, the Company sold a property classified as held-for-sale during the first quarter of fiscal 2022 with a carrying value of $ 1.1 million for $ 1.7 million in cash. The Company used $ 1.6 million of the proceeds to pay off a loan related to the property. The Company expects the properties held for sale, which are primarily comprised of land and buildings, to be sold within 12 months through property listings by our real estate brokers. 68 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 7. Assets Held for Sale - continued As of September 30, 2022, there were no liabilities associated with held-for-sale assets amounting to $ 1.0 million. Gains or losses on the sale of properties held for sale are included in other charges, net within the consolidated statements of operations (see Note 5). 8. Goodwill and Other Intangible Assets Goodwill and other intangible assets consisted of the following (in thousands): September 30, 2022 2021 Indefinite useful lives: Goodwill $ 67,767 $ 39,379 Licenses 103,972 65,186 Tradename and domain name 13,142 2,238 184,881 106,803 Amortization Period Definite useful lives: Discounted leases 18 & 6 years 78 86 Non-compete agreements 5 years 55 182 Software 5 years 723 132 Licenses Lease term 25,962 — Leases acquired in-place Lease term 117 — 26,935 400 Total goodwill and other intangible assets $ 211,816 $ 107,203 2022 2021 Definite- Lived Intangibles Indefinite- Lived Intangibles Goodwill Definite- Lived Intangibles Indefinite- Lived Intangibles Goodwill Beginning balance $ 400 $ 67,424 $ 39,379 $ 530 $ 72,547 $ 45,686 Acquisitions 28,653 50,453 28,954 128 173 — Impairment — ( 293 ) ( 566 ) — ( 5,296 ) ( 6,307 ) Dispositions — ( 470 ) — — — — Amortization ( 2,118 ) — — ( 258 ) — — Ending balance $ 26,935 $ 117,114 $ 67,767 $ 400 $ 67,424 $ 39,379 Definite-lived intangible assets consist of the following (in thousands): 69 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 8. Goodwill and Other Intangible Assets - continued September 30, 2022 2021 Licenses $ 27,725 $ — Software 1,671 1,004 Leases acquired in-place 261 — Discounted leases 297 297 Non-compete agreements 1,100 1,100 Distribution agreements 317 317 Total definite-lived intangibles 31,371 2,718 Less accumulated amortization ( 4,436 ) ( 2,318 ) Definite-lived intangibles, net $ 26,935 $ 400 As of September 30, 2022 and 2021, the accumulated impairment balance of indefinite-lived intangibles was $ 11.4 million and $ 13.7 million, respectively, while the accumulated impairment balance of goodwill was $ 21.2 million and $ 20.6 million, respectively. Future amortization expense related to definite-lived intangible assets that are subject to amortization at September 30, 2022 is: 2023 - $ 2.8 million; 2024 - $ 2.7 million; 2025 - $ 2.6 million; 2026 - $ 2.4 million; 2027 - $ 2.3 million; and thereafter - $ 14.2 million. Indefinite-lived intangible assets consist of SOB 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, 2022, the Company recognized a $ 293,000 impairment related to the SOB license of one club and a $ 566,000 impairment related to goodwill of one reporting unit. During the fiscal year ended September 30, 2021, the Company recognized a $ 5.3 million impairment related to three clubs’ SOB licenses and a $ 6.3 million impairment related to the goodwill of seven reporting units (see Note 3). During the fiscal year ended September 30, 2020, the Company recognized a $ 2.3 million impairment related to two clubs’ SOB licenses and a $ 7.9 million impairment related to the goodwill of seven reporting units. 70 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 9. Debt Debt consisted of the following (in thousands): September 30, 2022 2021 Notes payable at 5.5 %, matures January 2023 (d)(1) $ 678 $ 785 Non-interest-bearing debts to State of Texas, paid in April 2022, interest imputed at 9.6 % (d)(2) — 813 Note payable at 8 %, matures October 2027, as amended (b)(3)(10) 3,025 3,025 Note payable at 8 %, matures May 2029 (b)(3) 10,412 11,549 Note payable at 5.99 %, matures September 2033, as amended (c) (4) 5,731 6,089 Note payable at 9 %, paid in March 2022 (a)(5) — 1,063 Note payable at 5.49 %, matures March 2039, as amended (c)(6) 2,008 2,075 Paycheck Protection Program loans at 1 %, paid in May 2022 (d)(7) — 124 Note payable at 3.99 %, paid in January 2022 *(a)(8) — 2,127 Note payable at 5.25 %, matures September 2031 *(a)(9) 92,062 99,146 Notes payable at 12 %, matures October 2024 (d)(11) 9,500 — Notes payable at 12 %, matures October 2024 (d)(11) 3,561 — Notes payable at 12 %, matures October 2024 (d)(11) 3,561 — Note payable at 5.25 % matures October 2031 (a)(12) 1,172 — Note payable at 6 % matures October 2031 (b)(12) 10,321 — Note payable at 6 % matures October 2041 (b)(12) 7,828 — Note payable at 6 % matures October 2041 (b)(12) 978 — Note payable at 4 % matures November 2028 (b)(13) 895 — Note payable at 5.25 % matures January 2032 *(a)(14) 18,391 — Note payable at 4.25 % matures February 2043 *(a)(15) 2,625 — Note payable at 10 % matures May 2025 (b)(16) 5,881 — Note payable at 10 % matures May 2032 (b)(16) 5,000 — Note payable at 5 % matures November 2023 *(a)(17) 2,195 — Note payable at 6 % matures July 2029 (b)(18) 785 — Note payable at 6 % matures July 2032 (b)(19) 9,880 — Note payable at 6 % matures August 2032 (a)(19) 4,970 — Note payable at 5.25 % matures August 2023 *(a)(20) 1,575 — Note payable at 4.79 % matures October 2042 (c)(21) 2,806 — Total debt 205,840 126,796 Less unamortized debt discount and issuance costs ( 3,377 ) ( 1,628 ) Less current portion ( 11,896 ) ( 6,434 ) Total long-term portion of debt, net $ 190,567 $ 118,734 * These commercial bank debts are guaranteed by the Company’s CEO. See Note 19. 71 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 9. Debt - continued Following is a summary of long-term debt at September 30 (in thousands): 2022 2021 (a) Secured by real estate $ 122,990 $ 102,336 (b) Secured by stock in subsidiary 55,004 14,574 (c) Secured by other assets 10,545 8,164 (d) Unsecured 17,301 1,722 $ 205,840 $ 126,796 (1) In connection with the acquisition of Silver City in January 2012, the Company executed notes to the seller in the amount of $ 1.5 million. The notes are payable over eleven years at $ 12,256 per month including interest and have an adjustable interest rate of 5.5 %. The rate adjusts to prime plus 2.5 % in the 61st month, not to exceed 9 %. In the same transaction, the Company also acquired the related real estate and executed notes to the seller for $ 6.5 million, which have been paid off in relation to the December 2017 Refinancing Loan, as discussed below. The notes were also payable over eleven years at $ 53,110 per month including interest and have the same adjustable interest rate of 5.5 %. (2) In 2015, the Company reached a settlement with the State of Texas over payment of the state’s Patron Tax on adult club customers. To resolve the issue of taxes owed, the Company agreed to pay $ 10.0 million in equal monthly installments of $ 119,000 , without interest, over 84 months, beginning in June 2015, for all but two nonsettled locations. For accounting purposes, the Company has discounted the $ 10.0 million at an imputed interest rate of 9.6 %, establishing a net present value for the settlement of $ 7.2 million. In March 2017, the Company settled with the State of Texas for one of the two remaining unsettled Patron Tax locations. The Company agreed to pay a total of $ 687,815 with $ 195,815 paid at the time the settlement agreement was executed followed by 60 equal monthly installments of $ 8,200 without interest. In March 2017, the present value of the second note was approximately $ 390,000 after discounting using an imputed interest rate of 9.6 %. On April 20, 2022, the Company finally settled all of its remaining Patron Tax debt. Going forward, the Company agreed to remit the Patron Tax on a regular basis, based on the current rate of $ 5 per customer. (3) On May 8, 2017, in relation to the Scarlett’s acquisition, the Company executed two promissory notes with the sellers: (i) a 5 % short-term note for $ 5.0 million payable in lump sum after six months from closing date and (ii) a 12-year amortizing 8 % note for $ 15.6 million. The 12-year note is payable $ 168,343 per month, including interest. The Company has amended the $ 5.0 million short-term note payable several times, which has a remaining balance of $ 3.0 million, extending the maturity date and increasing the interest rate. Presently, the maturity date is October 1, 2027 and the interest rate is 8 % for its remaining term. Refer to December 2019 amendment below. (4) On December 7, 2017, the Company borrowed $ 7.1 million from a lender to purchase an aircraft at 5.99 % 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 aircraft note is payable in 15 years with monthly payments of $ 59,869 , which includes interest. In March 2020, this loan was extended to September 2033. (5) On September 26, 2018, the Company refinanced a $ 500,000 12 % note payable for $ 1.35 million from a private lender by executing a 9 % 10-year note payable $ 17,101 monthly, including interest, until maturity. In relation to a sale of a held-for-sale property (see Note 7), this note was fully paid in March 2022. (6) On December 11, 2018, the Company purchased an aircraft for $ 2.8 million with a $ 554,000 down payment and financed for the remaining $ 2.2 million with a 5.49 % promissory note payable in 20 years with monthly payments of $ 15,118 , including interest. Certain principal and interest payments during the quarter ended June 30, 2020 were deferred until maturity date. (7) On May 8, 2020, the Company received approval and funding under the PPP of the CARES Act for its restaurants, shared service entity and lounge amounting to $ 5.4 million. Under the terms of the loans as provided by the CARES Act, the twelve PPP loans bear an interest rate of 1 % per annum. As of September 30, 2022, we have received eleven 72 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 9. Debt - continued Notices of PPP Forgiveness Payment from the Small Business Administration out of the twelve of our PPP loans granted. All of those notices received forgave 100 % of each of the eleven PPP loans totaling the amount of $ 5.3 million in principal and interest. In November 2021, we received a partial forgiveness of the remaining $ 124,000 PPP loan for $ 85,000 in principal and interest. The remaining unforgiven portion of approximately $ 41,000 in principal was fully paid in May 2022 as debt plus accrued interest. See Note 10. (8) On January 25, 2021, the Company borrowed $ 2.175 million from a bank lender by executing a 20-year promissory note with an initial interest rate of 3.99 % per annum. The note is payable $ 13,232 per month for the first five years after which the interest rate will be repriced at the then-current prime rate plus 1.0 % per annum, with a floor rate of 3.99 %. The Company paid approximately $ 25,000 in debt issuance costs at closing. This note was fully paid with proceeds from the January 25, 2022 borrowing. (9) On September 30, 2021, we entered into a $ 99.1 million term loan refinancing $ 85.7 million of existing bank and seller-financed real estate debt and to provide $ 12.3 million in cash that will be used to pay off existing high-interest unsecured debt (“September 2021 Refinancing Note”), enabling those creditors to provide financing for the acquisition of 11 clubs and related real estate (see Note 16). The $ 99.1 million note has a term of 10 years with an initial interest rate of 5.25 % per annum for the first five years , then adjusted to a rate equal to the then weekly average yield of U.S. Treasury Securities plus 350 basis points, with a floor rate of 5.25 %. The note is payable in monthly payments of principal and interest of $ 668,051 , based on a 20-year amortization period, with the balance paid at maturity. In connection with the transaction, we wrote off to interest expense approximately $ 103,000 of unamortized debt issuance costs related to the paid-off debts. We also paid approximately $ 1.0 million in loan costs, approximately $ 567,000 of which is capitalized and will be amortized together with the remaining unamortized debt issuance costs of some of the existing refinanced debts for the term of the new note using the effective interest method. There are certain financial covenants with which the Company is to be in compliance related to this loan. (10) On October 12, 2021, the Company amended the $ 5.0 million short-term note payable related to the Scarlett’s acquisition in May 2017, which had a balance of $ 3.0 million as of the amendment date, extending the maturity date to October 1, 2027. The amendment did not have an impact in the Company’s results of operations and cash flows. (11) On October 12, 2021, we closed on a debt financing transaction with 28 investors for unsecured promissory notes with a total principal amount of $ 17.0 million, all of which bear interest at a rate of 12 % per annum. Of this amount, $ 9.5 million are promissory notes, payable interest only monthly (or quarterly) in arrears, with a final lump sum payment of principal and accrued and unpaid interest due on October 1, 2024. The remaining amount of the financing is $ 7.5 million in promissory notes, payable in monthly payments of principal and interest based on a 10-year amortization period, with the balance of the entire principal amount together with all accrued and unpaid interest due and payable in full on October 12, 2024. Included in the $ 17.0 million borrowing are two notes for $ 500,000 and $ 150,000 borrowed from related parties (see Note 19) and two notes for $ 500,000 and $ 300,000 borrowed from two non-officer employees in which the terms of the notes are the same as the rest of the lender group. (12) On October 18, 2021, in relation to an acquisition (see Note 16), the Company executed four seller-financed promissory notes. The first promissory note was a 10-year $ 11.0 million 6 % note payable in 120 equal monthly payments of $ 122,123 in principal and interest. The second promissory note was a 20-year $ 8.0 million 6 % note payable in 240 equal monthly payments of $ 57,314 in principal and interest. The third promissory note was a 10-year $ 1.2 million 5.25 % note payable in monthly payments of $ 8,086 in principal and interest based on a 20-year amortization period, with the balance payable at maturity date. The fourth note was a 20-year $ 1.0 million 6 % note payable in 240 equal monthly payments of $ 7,215 in principal and interest. (13) On November 8, 2021, in relation to an acquisition (see Note 16), the Company executed a $ 1.0 million 7-year promissory note with an interest rate of 4.0 % per annum. The note is payable $ 13,669 per month, including principal and interest. (14) On January 25, 2022, the Company borrowed $ 18.7 million from a bank lender for working capital purposes by executing a 10-year promissory note with an initial interest rate of 5.25 % per annum to be adjusted after five years to a rate equal to the weekly average yield on U.S. Treasury securities plus 3.98 % with a floor of 5.25 %. The note is 73 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 9. Debt - continued payable in monthly payments of $ 126,265 in principal and interest to be adjusted after five years . The promissory note is secured by eleven real estate properties and is personally guaranteed by the Company CEO, Eric Langan (see Note 19). After the 10-year term, the remaining balance of principal and interest are payable at maturity date. There are certain financial covenants with which the Company is to be in compliance related to this loan. (15) On March 1, 2022, the Company borrowed $ 2.6 million from a bank lender in relation to a purchase of real estate (see Note 16). The 21-year promissory note has an initial interest rate of 4.25 % per annum, repriced after five years and then again annually to prime plus 1 % with a floor rate of 4.25 %. The note is payable interest only during the first 12 months; then the next 48 months with $ 16,338 equal monthly payments of principal and interest; then the next 191 months at an equal monthly payment based on a 20-year amortization; with the balance of principal and interest payable at the 252nd month. (16) On May 2, 2022, in relation to a club acquisition (see Note 16), the Company executed two seller-financed notes totaling $ 11.0 million, comprised of (1) $ 6.0 million under a 10 % three-year promissory note payable in 35 equal monthly payments of $ 79,290 in principal and interest based on a ten-year amortization schedule, with a balloon payment for the remaining principal plus accrued interest due at maturity and (2) $ 5.0 million under a 10 % ten-year interest-only promissory note payable in 119 equal monthly payments of $ 41,667 in interest, with a balloon payment of the total $ 5.0 million in principal plus accrued interest due at maturity. (17) On May 23, 2022, the Company borrowed $ 2.2 million from a bank lender in relation to a purchase of real estate (see Note 16). The 18-month promissory note has an initial interest rate of 4.5 % per annum to be adjusted daily to a rate equal to the Wall Street Journal prime rate plus 1 % with a floor of 4.5 %. The promissory note is payable in 17 monthly interest-only installments with the full principal and accrued interest payable at maturity. The Company paid loan costs amounting to $ 25,000 for this note. (18) On July 21, 2022, the Company executed an $ 800,000 6 % seller-financed promissory note in relation to an acquisition of a club in Odessa, Texas (see Note 16). The promissory note matures in seven years and is payable in 84 equal monthly installments of $ 11,687 of principal and interest. (19) On July 27, 2022, in relation to an acquisition of a club in Hallandale Beach, Florida (see Note 16), the Company executed two seller-financed promissory notes: (1) $ 10.0 million 6 % ten-year promissory note payable in 120 equal monthly payments of $ 111,020 in principal and interest, and (2) $ 5.0 million 6 % ten-year promissory note payable in 120 equal monthly payments of $ 55,510 in principal and interest. (20) On August 18, 2022, in relation to a purchase of real estate for a future Bombshells location amounting to $ 2.1 million (see Note 16), the Company borrowed $ 1.6 million from a bank lender. The 5.25 % mortgage note is payable interest-only for eleven months and on its August 18, 2023 maturity date payable with the entire principal balance plus accrued interest. (21) On September 23, 2022, in connection with the purchase of an aircraft worth $ 3.5 million (see Note 16), the Company entered into a financing transaction for $ 2.8 million. The financing agreement bears an interest of 4.79 % per annum and payable in 240 monthly installments of principal and interest amounting to $ 18,298 . 74 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 9. Debt - continued Future maturities of debt obligations as of September 30, 2022 consist of the following (in thousands): Regular Amortization Balloon Payments Total Payments 2023 $ 10,216 $ 2,226 $ 12,442 2024 9,663 2,195 11,858 2025 9,527 20,457 29,984 2026 9,825 — 9,825 2027 10,424 — 10,424 Thereafter 56,447 74,860 131,307 $ 106,102 $ 99,738 $ 205,840 (22)On October 10, 2022, in relation to a real estate purchase (see Note 16), the Company borrowed $ 2.3 million from a bank lender. The 18-month promissory note bears an initial interest rate of 6 % per annum to be adjusted daily to a rate equal to the Wall Street Journal prime rate plus 0.5 % with a floor of 6 %. The promissory note is payable in 17 monthly interest-only installments with the full principal and accrued interest payable at maturity. The Company paid approximately $ 26,000 in debt issuance cost at closing. This promissory note is secured by the purchased real estate property. (23)On October 26, 2022, in relation to a club acquisition, the Company executed a promissory note for $ 5.0 million with the seller. The 6 % 15-year promissory note is payable in 180 equal monthly payments of $ 42,193 in principal and interest. This promissory note is secured by the purchased real estate property. See Note 16. (23)On November 18, 2022, in relation to a real estate purchase on September 12, 2022, the Company borrowed $ 1.5 million from a bank lender. The 18-month promissory note bears an initial interest rate of 6 % per annum to be adjusted daily to a rate equal to the Wall Street Journal prime rate plus 0.5 % with a floor of 6 %. The promissory note is payable in 17 monthly interest-only installments with the full principal and accrued interest payable at maturity. This promissory note is secured by the purchased real estate property. 10. Income Taxes Income tax expense (benefit) consisted of the following (in thousands): Years Ended September 30, 2022 2021 2020 Current Federal $ 8,335 $ 4,598 $ 215 State and local 2,656 644 560 Total current income tax expense 10,991 5,242 775 Deferred Federal 2,080 ( 161 ) ( 1,248 ) State and local 1,000 ( 1,092 ) ( 20 ) Total deferred income tax expense (benefit) 3,080 ( 1,253 ) ( 1,268 ) Total income tax expense (benefit) $ 14,071 $ 3,989 $ ( 493 ) The Company and its subsidiaries do not operate in tax jurisdictions outside of the United States. 75 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 10. Income Taxes - continued Income tax expense (benefit) differs from the “expected” income tax expense computed by applying the U.S. federal statutory rate to earnings before income taxes for the years ended September 30 as a result of the following (in thousands): 2022 2021 2020 Federal statutory income tax expense (benefit) $ 12,628 $ 7,169 $ ( 1,429 ) State income taxes, net of federal benefit 1,801 716 253 Permanent differences 96 ( 434 ) 395 Change in state tax rate 896 ( 804 ) — Change in valuation allowance 343 ( 632 ) 1,273 Tax credits ( 1,796 ) ( 1,207 ) ( 945 ) Other 103 ( 819 ) ( 40 ) Total income tax expense (benefit) $ 14,071 $ 3,989 $ ( 493 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): September 30, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 1,022 $ 664 Capital loss carryforwards 234 899 Right-of-use assets 626 335 Accrued expenses 240 148 Stock-based compensation 569 — Other — 6 Valuation allowance ( 984 ) ( 641 ) 1,707 1,411 Deferred tax liabilities: Intangibles ( 21,927 ) ( 12,174 ) Property and equipment ( 10,119 ) ( 8,132 ) Prepaid expenses ( 205 ) ( 242 ) Other ( 18 ) — ( 32,269 ) ( 20,548 ) $ ( 30,562 ) $ ( 19,137 ) Included in the Company’s deferred tax liabilities at September 30, 2022 and 2021 is the tax effect of indefinite-lived intangible assets from club acquisitions amounting to approximately $ 32.9 million and $ 17.1 million, respectively, which are not deductible for tax purposes. These deferred tax liabilities will remain in the Company’s consolidated balance sheet until the related clubs are sold or impaired. The Company may recognize the tax benefit from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the taxing authorities. We recognize accrued interest related to unrecognized tax benefits as a component of accrued liabilities. We recognize penalties related to unrecognized tax benefits as a component of selling, general and administrative expenses, and recognize interest accrued 76 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 10. Income Taxes - continued related to unrecognized tax benefits in interest expense. In fiscal 2019, the Company released the remaining amount accrued when the examination was closed. The full balance of uncertain tax positions, if recognized, would affect the Company’s annual effective tax rate, net of any federal tax benefits. The Company does not expect any changes that will significantly impact its uncertain tax positions within the next twelve months. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states. The Company’s federal income tax returns for the years ended September 30, 2013 through 2017 have been examined by the Internal Revenue Service (“IRS”) with no changes. The Company ordinarily goes through various federal and state reviews and examinations for various tax matters. Fiscal year ended September 30, 2019 and subsequent years remain open to federal tax examination. The Company is also being examined for state income taxes, the outcome of which may occur within the next twelve months. On March 27, 2020, former President Trump signed the CARES Act into law. As a result of this, additional avenues of relief were available to workers and families through enhanced unemployment insurance provisions and to small businesses through programs administered by the Small Business Administration. The CARES Act included, among other items, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program, whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. The loan may be forgiven if the funds are used for payroll and other qualified expenses. The Company submitted its application for a PPP loan and on May 8, 2020 received approval and funding for its restaurants, shared service entity and lounge. Ten of our restaurant subsidiaries received amounts ranging from $ 271,000 to $ 579,000 for an aggregate amount of $ 4.2 million; our shared-services subsidiary received $ 1.1 million; and one of our lounges received $ 124,000 . None of our adult nightclub and other non-core business subsidiaries received funding under the PPP. The Company believes it used the entire loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company utilized all of the PPP funds and submitted its forgiveness applications. During fiscal 2021, we received 11 Notices of PPP Forgiveness Payment from the Small Business Administration out of the 12 of our PPP loans granted. All of the notices received forgave 100 % of each of the 11 PPP loans totaling the amount of $ 5.3 million in principal and interest and were included in non-operating gains (losses), net in our consolidated statement of operations for the fiscal year ended September 30, 2021. In November 2021, we received a partial forgiveness of the remaining $ 124,000 PPP loan for $ 85,000 in principal and interest. The remaining unforgiven portion of approximately $ 41,000 in principal was fully paid as debt plus accrued interest in fiscal 2022. 11. Commitments and Contingencies Leases See Note 20. Legal Matters Texas Patron Tax In 2015, the Company reached a settlement with the State of Texas over the payment of the state’s Patron Tax on adult club customers. To resolve the issue of taxes owed, the Company agreed to pay $ 10.0 million in equal monthly installments of $ 119,000 , without interest, over 84 months, beginning in June 2015, for all but two non-settled locations. The Company agreed to remit the Patron Tax on a monthly basis, based on the current rate of $ 5 per customer. For accounting purposes, the Company has discounted the $ 10.0 million at an imputed interest rate of 9.6 %, establishing a net present value for the settlement of $ 7.2 million. As a consequence, the Company recorded an $ 8.2 million pre-tax gain for the third quarter ended June 30, 2015, representing the difference between the $ 7.2 million and the amount previously accrued for the tax. 77 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 11. Commitments and Contingencies - continued In March 2017, the Company settled with the State of Texas for one of the two remaining unsettled Patron Tax locations. To resolve the issue of taxes owed, the Company agreed to pay a total of $ 687,815 with $ 195,815 paid at the time the settlement agreement was executed followed by 60 equal monthly installments of $ 8,200 without interest. On April 20, 2022, the Company finally settled all of its remaining Patron Tax debt. A declaratory judgment action was brought by five operating subsidiaries of the Company to challenge a Texas Comptroller administrative rule related to the $ 5 per customer Patron Tax Fee assessed against Sexually Oriented Businesses. An administrative rule attempted to expand the fee to cover venues featuring dancers using latex cover as well as traditional nude entertainment. The administrative rule was challenged on both constitutional and statutory grounds. On November 19, 2018, the Court issued an order that a key aspect of the administrative rule is invalid based on it exceeding the scope of the Comptroller’s authority. On March 6, 2020, the U.S. District Court for the Western District of Texas, Austin Division, ruled that the Texas Patron Tax is unconstitutional as it has been applied and enforced by the Comptroller. The State of Texas appealed to the Fifth Circuit Court of Appeals, who affirmed that the Texas Patron Fee is unconstitutional as applied. The State of Texas next sought review from the Supreme Court, but the high court declined to take the case. That lawsuit is now back before the trial court for post-trial proceedings but is final for purposes of determining the Texas Patron Fee is unconstitutional as applied to clubs featuring dancers using latex cover. 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 have been filed with the Receiver before the close of business on January 16, 2015 and that all pending lawsuits involving IIC as the insurer were 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. 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. As of September 30, 2022, we had 1 remaining unresolved claim out of the original 71 claims. Shareholder Class and Derivative Actions In May and June 2019, three putative securities class action complaints were filed against RCI Hospitality Holdings, Inc. and certain of its officers and directors in the Southern District of Texas, Houston Division. The complaints alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and 10b-5 promulgated thereunder based on alleged materially false and misleading statements made in the Company’s SEC filings and disclosures as they relate to various alleged transactions by the Company and management. The cases were consolidated as In re RCI Hospitality Holdings, Inc., No. 4:19-cv-01841. In January 2022, the parties engaged in settlement discussions beginning with a formal mediation on January 13, 2022, which resulted in an agreement-in-principle to resolve the matter. On January 24, 2022, a Joint Notice of Settlement was filed. On April 28, 2022, the Court preliminarily approved the settlement and form of class 78 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 11. Commitments and Contingencies - continued notice. On August 12, 2022, the Court issued an order finally approving the settlement, which was funded by insurance carrier. No appeal was filed and hence the litigation has concluded. On January 21, 2022, Shiva Stein and Kevin McCarty filed a shareholder derivative action in the Southern District of Texas, Houston Division against former director Nourdean Anakar, Yura Barabash, former director Steven L. Jenkins, Eric Langan, Luke Lirot, former CFO Phillip K. Marshall, Elaine J. Martin, Allan Priaulx, and Travis Reese as defendants, as well as against RCI Hospitality Holdings, Inc. as nominal defendant. The action, styled Stein v. Anakar, et al., No. 4:22-mc-00149 (S.D. Tex.), alleges claims for breach of fiduciary duty based on alleged dissemination of inaccurate information, alleged failure to maintain internal controls, and alleged failure to properly manage company property. This action is in its preliminary phase, and a potential loss cannot yet be estimated. These allegations are substantively similar to claims asserted in the class action and a prior derivative action that was dismissed in June of 2021. RCI intends to vigorously defend against the action. On April 2, 2022, the Company and its current and former officers and directors named in the shareholder derivative complaint filed their Motions to Dismiss and the derivative plaintiffs have responded. The Motions now have been fully briefed for the Court's consideration. Other On March 26, 2016, an image infringement lawsuit was filed in federal court in the Southern District of New York against the Company and several of its subsidiaries. Plaintiffs allege that their images were misappropriated, intentionally altered and published without their consent by clubs affiliated with the Company. The causes of action asserted in Plaintiffs’ Complaint included alleged violations of the Federal Lanham Act, the New York Civil Rights Act, and other statutory and common law theories. The Company contended that there was insurance coverage under an applicable insurance policy. The insurer raised several issues regarding coverage under the policy. This matter was settled at mediation in August 2022. 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 alleged that Mr. Panameno injured Mr. Dupray in a traffic accident after being served alcohol at an establishment operated by JAI Phoenix. The suit alleged that JAI Phoenix was 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. In June 2018, the matter was heard by the Arizona Court of Appeals. On November 15, 2018 the Court of Appeals vacated the jury’s verdict and remanded the case to the trial court. It is anticipated that a new trial will occur at some point in the future. JAI Phoenix will continue to vigorously defend itself. As set forth in the risk factors as disclosed in this report, the adult entertainment industry standard is to classify adult entertainers as independent contractors, not employees. While we take steps to ensure that our adult entertainers are deemed independent contractors, from time to time, we are named in lawsuits related to the alleged misclassification of entertainers. Claims are brought under both federal and where applicable, state law. Based on the industry standard, the manner in which the independent contractor entertainers are treated at the clubs, and the entertainer license agreements governing the entertainer’s work at the clubs, the Company believes that these lawsuits are without merit. Lawsuits are handled by attorneys with an expertise in the relevant law and are defended vigorously. General In the regular course of business affairs and operations, we are subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. We assess the probability that we could incur liability in connection with certain of these lawsuits. Our assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. In matters where there is insurance coverage, in the event we incur any liability, we believe it is unlikely we would incur losses in connection with these claims in excess of our insurance coverage. 79 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 11. Commitments and Contingencies - continued Settlement of lawsuits for the years ended September 30, 2022, 2021, and 2020 total $ 1.4 million, $ 1.3 million, and $ 174,000 , respectively. As of September 30, 2022 and 2021, the Company has accrued $ 246,000 and $ 378,000 in accrued liabilities, respectively, related to settlement of lawsuits 12. Common Stock During the year ended September 30, 2020, the following common stock transactions occurred: • The Company acquired 516,102 shares of its own common stock at a cost of $ 9.5 million. These shares were subsequently retired. • The Company paid quarterly dividends of $ 0.03 per share, except for the second and fourth quarters when $ 0.04 per share was paid, for an aggregate amount of $ 1.3 million. During the year ended September 30, 2021, the following common stock transactions occurred: • The Company acquired 74,659 shares of its own common stock at a cost of $ 1.8 million. These shares were subsequently retired. • The Company paid quarterly dividends of $ 0.04 per share for an aggregate amount of $ 1.4 million. During the year ended September 30, 2022, the following common stock transactions occurred: • The Company acquired 268,185 shares of its own common stock at a cost of $ 15.1 million. These shares were subsequently retired. • The Company paid quarterly dividends of $ 0.05 per share, except for the first quarter when $ 0.04 per share was paid, for an aggregate amount of $ 1.8 million. • On October 18, 2021, we partially paid for an acquisition using 500,000 shares of our common stock. See Note 16. 13. Stock-based Compensation On February 7, 2022, our board of directors approved the 2022 Stock Option Plan (the “2022 Plan”). The board’s adoption of the 2022 Plan was approved by the shareholders during the annual stockholders' meeting on August 23, 2022. The 2022 Plan provides that the maximum aggregate number of shares of common stock underlying options that may be granted under the 2022 Plan is 300,000 . The options granted under the 2022 Plan may be either incentive stock options or non-qualified options. The 2022 Plan is administered by the compensation committee of the board of directors. The compensation committee has the exclusive power to select individuals to receive grants, to establish the terms of the options granted to each participant, provided that all options granted shall be granted at an exercise price not less than the fair market value of the common stock covered by the option on the grant date, and to make all determinations necessary or advisable under the 2022 Plan. On February 9, 2022, the board of directors approved a grant of 50,000 stock options each to six members of management subject to the approval of the 2022 Plan. Stock-based compensation expense for fiscal 2022, which is included in corporate segment selling, general and administrative expenses, amounted to $ 2.4 million with related tax benefit amounting to $ 569,000 . No stock-based compensation was recognized during fiscal 2021 and 2020. As of September 30, 2022, we had unrecognized compensation cost amounting to $ 7.1 million related to stock-based compensation awards granted, which is expected to be recognized over a weighted average period of 4.4 years. 80 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 13. Stock-based Compensation - continued The February 9, 2022 stock options vest over four years with the first 20 % having vested on the approval of the 2022 Plan at the 2022 annual stockholders' meeting on August 23, 2022, and 20% vesting on February 9 of each year thereafter, provided however that the options will be subject to earlier vesting under certain events set forth in the Plan, including without limitation a change in control. All of the options will expire, if not vested, at the end of five years . The weighted average grant-date fair value of the stock options was $ 31.37 . No stock options were exercised in fiscal 2022. The following table summarizes information about stock option activity under the 2022 Plan: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at September 30, 2021 — Granted 300,000 $ 100.00 Outstanding at September 30, 2022 300,000 $ 100.00 4.4 $ — Exercisable at September 30, 2022 60,000 $ 100.00 4.4 $ — 14. Employee Retirement Plan The Company sponsors a Simple IRA plan (the “Plan”), which covers all of the Company’s corporate employees. The Plan allows corporate employees to contribute up to the maximum amount allowed by law, with the Company making a matching contribution of up to 3 % of the employee’s salary. Expenses related to matching contributions to the Plan approximated $ 258,000 , $ 209,000 , and $ 171,000 for the years ended September 30, 2022, 2021, and 2020, respectively. 15. Insurance Recoveries One of our clubs in Washington Park, Illinois was temporarily closed due to a fire during the third quarter of 2019, and another club in Fort Worth, Texas sustained weather-related damage toward the end of fiscal 2019. Both of these casualties received insurance recoveries in subsequent fiscal years. During the fourth quarter of 2021, one club in Sulphur, Louisiana incurred damage from a hurricane. We wrote off the net carrying value of the assets destroyed in the said events and recorded corresponding recovery of losses or gains in as much as the insurers have paid us or where contingencies relating to the insurance claims have been resolved. In relation to these casualty events, we recorded the following in our consolidated financial statements (in thousands): Included in 2022 2021 2020 Consolidated balance sheets (period end) Insurance receivable Account receivable, net $ — $ 186 $ 191 Consolidated statements of operations – loss (gain) Business interruption Other charges, net $ — $ — $ ( 176 ) Property Other charges, net $ ( 463 ) $ ( 1,337 ) $ 596 Consolidated statements of cash flows Proceeds from business interruption insurance claims Operating activity $ — $ 106 $ 384 Proceeds from property insurance claims Investing activity $ 648 $ 1,152 $ 945 81 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 15. Insurance Recoveries – continued The net property insurance gain/loss amount in fiscal 2022, 2021, and 2020 was net of assets written off and expenses amounting to $ 0 , $ 88,000 , and $ 728,000 , respectively. 16. Acquisitions and Dispositions 2020 Dispositions On April 1, 2020, the Company sold a corporate housing property to an employee for $ 375,000 in cash with an approximate gain of $ 20,000 . On May 22, 2020, the Company sold land adjacent to one of our Bombshells locations in Houston for $ 1.5 million in cash. Net gain on the transaction was $ 583,000 after closing costs. The net proceeds of $ 1.4 million were used to pay down related debt. On August 6, 2020, the Company sold another corporate housing property for $ 176,000 in cash with an approximate gain of $ 26,000 . The net proceeds of $ 160,500 were used to pay down related debt. 2021 Acquisitions On December 28, 2020, the Company acquired the real estate and other business assets of a club in Centreville, Illinois for $ 500,000 in cash. The Company is leasing out this property to a club operator for $ 48,000 annually. On January 26, 2021, the Company acquired land for a future Bombshells location in Arlington, Texas for $ 2.9 million. The Company paid approximately $ 754,000 in cash including closing costs and financed $ 2.175 million with a bank lender for a 20-year promissory note with an initial interest rate of 3.99 % per annum. See Note 9. On March 10, 2021, the Company acquired approximately 57,000 -square foot of land across the street from our corporate office for $ 475,000 in cash. The Company plans to build a warehouse on that land. On March 22, 2021, the Company acquired land adjacent to a Bombshells location in Houston, Texas for $ 1.04 million in cash. On April 7, 2021, the Company acquired land near our Bombshells location in Pearland, Texas for $ 1.275 million in cash. 2021 Dispositions On May 7, 2021, the Company sold one of the properties held for sale for $ 3.1 million. The property had a carrying value of $ 2.3 million. We recorded a net gain of approximately $ 657,000 after closing costs and we paid related debt amounting to $ 2.0 million from the proceeds of the sale. See Note 7. On September 21, 2021, the Company sold land where a club used to be operated for $ 2.25 million with a net gain of approximately $ 54,000 after closing costs. We paid $ 1.2 million of related debt with the proceeds of the sale. 2022 Acquisitions On October 18, 2021, we and certain of our subsidiaries completed our acquisition of eleven gentlemen’s clubs, six related real estate properties, and associated intellectual property for a total agreed acquisition price of $ 88.0 million (with a total consideration preliminary fair value of $ 87.9 million based on the Company’s stock price at acquisition date and discounted due to the lock-up period, with interest rates on promissory notes reflective of market yields). We used the Finnerty Model to estimate the discount on stock marketability. The acquisition was structured by entering into nine asset purchase agreements, which allowed the Company to acquire from each club all of the tangible and intangible assets and personal property in that business except certain excluded assets, and two stock purchase agreements, where a newly formed subsidiary purchased 100 % of the capital stock of two club-owning entities. Along with the asset and stock purchase agreements, the Company also entered into a real estate purchase and sale agreement for six real estate properties, 82 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 16. Acquisitions and Dispositions – continued and an intellectual property purchase agreement for substantially all of the intellectual property used in the adult entertainment establishment business owned and operated by the sellers. The acquisition gives the Company presence in four additional states. We paid for the acquisition with $ 36.8 million in cash, $ 21.2 million in four seller-financed notes (see Note 9), and 500,000 shares of our common stock. The preliminary fair value of the consideration transferred is as follows (in thousands): Cash $ 36,800 Notes payable 21,200 Common stock 29,933 Total consideration fair value $ 87,933 We recognized the assets and liabilities for this acquisition based on our estimates of their acquisition date fair values, all in our Nightclubs reportable segment. We have not finalized our valuation of the tangible and identifiable intangible assets acquired in this transaction. As of the release of this report, the fair value of the acquired tangible and identifiable intangible assets are provisional pending receipt of the final valuations for those assets. Based on the allocation of the preliminary fair value of the acquisition price, measurement period adjustments, and subject to any working capital adjustments, the amount of goodwill is estimated at $ 15.4 million. Goodwill represents the excess of the acquisition price fair value over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, which is essentially the forward earnings potential of the acquired entities. Goodwill will not be amortized but will be tested at least annually for impairment. Approximately $ 7.1 million of the recognized goodwill will be deductible for tax purposes. The following is our preliminary allocation of the fair value of the acquisition price (in thousands) as of October 18, 2021: Current assets $ 386 Property and equipment 19,273 Licenses 47,390 Tradenames 6,934 Leases acquired in-place 261 Deferred tax liability ( 1,741 ) Total net assets acquired 72,503 Goodwill 15,430 Acquisition price fair value $ 87,933 Licenses and tradenames, except for those associated with certain leased locations, will not be amortized but will be tested at least annually for impairment. The Company entered into leases with third parties for certain acquired clubs where the real estate was not part of the acquisition. See Note 20. In connection with this acquisition, we incurred acquisition-related expenses of approximately $ 414,000 , of which $ 173,000 was recognized in fiscal 2021 and $ 241,000 was recognized in fiscal 2022, and in both periods included in selling, general and administrative expenses in our consolidated statements of operations. We recorded $ 1.8 million in measurement period adjustments related to amortization of definite-lived intangibles and debt discount during fiscal 2022. From the date of acquisition until September 30, 2022, the eleven acquired clubs contributed revenues of $ 35.4 million and income from operations of $ 12.5 million, which are included in our consolidated statement of operations for the year ended September 30, 2022. The following table presents the unaudited pro forma combined results of operations of the Company 83 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 16. Acquisitions and Dispositions – continued and the eleven acquired clubs and related assets as though the acquisition occurred at the beginning of fiscal 2021 (in thousands, except per share amount and number of shares): 2022 2021 Pro forma revenues $ 269,347 $ 217,996 Pro forma net income attributable to RCIHH common stockholders $ 45,623 $ 25,290 Pro forma earnings per share - basic and diluted $ 4.86 $ 2.66 Pro forma weighted average number of common shares outstanding - basic and diluted 9,383,445 9,504,744 The above unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2021. The unaudited pro forma financial information reflects material, nonrecurring adjustments directly attributable to the acquisition including acquisition-related expenses, interest expense, and any related tax effects. Since we do not have a final valuation of the assets that we acquired yet, the unaudited pro forma financial information only includes preliminary adjustments related to changes in recognized expenses caused by the fair value of assets acquired, such as depreciation and amortization and related tax effects. Pro forma net income and pro forma earnings per share include the impact of acquisition-related expenses and interest expense related to the 28 private lender group notes and 4 seller-financed notes in the acquisition as if they were incurred as of the first day of fiscal 2021. Pro forma weighted average number of common shares outstanding includes the impact of 500,000 shares of our common stock issued as partial consideration for the acquisition. On November 8, 2021, the Company acquired a club and related real estate in Newburgh, New York for a total preliminary purchase price of $ 3.5 million, of which $ 2.5 million was paid in cash at closing and $ 1.0 million through a seller-financed 7-year promissory note with an interest rate of 4.0 % per annum. The $ 3.5 million acquisition price is preliminarily allocated $ 2.1 million to real estate, $ 200,000 to tangible assets, and $ 1.2 million to goodwill, which is deductible for tax purposes. The note is payable $ 13,669 per month, including principal and interest. See Note 9. The Company incurred approximately $ 21,000 of acquisition-related costs for this acquisition, of which $ 11,000 was incurred in fiscal 2021 and $ 10,000 was incurred in fiscal 2022, both of which were included in selling, general and administrative expenses in our consolidated statements of operations. From the date of acquisition until September 30, 2022, the acquired club contributed revenues of $ 1.6 million and income from operations of $ 276,000 , which are included in our consolidated statement of operations for the year ended September 30, 2022. The Company is not providing supplemental pro forma disclosures to this acquisition as it does not materially contribute to the consolidated operations of the Company. On December 30, 2021, the Company acquired the real estate of one of its clubs in South Florida, which the Company previously leased, for $ 7.0 million in an all-cash purchase. At closing, the Company wrote off the balance of its operating lease right-of-use assets and corresponding operating lease liability related to the discontinued lease, both of which amounted to $ 5.9 million. On March 1, 2022, the Company acquired real estate in Stafford, Texas for $ 3.5 million for a future Bombshells location. The Company secured a $ 2.6 million loan in relation to the purchase. See Note 9. On March 1, 2022, the Company acquired real estate in Lubbock, Texas for $ 400,000 to move one of our existing clubs due to eminent domain on the current location. See 2023 Disposition below. On May 2, 2022, the Company completed an acquisition of a club in Miami, Florida for a total acquisition price of $ 16.0 million. The acquisition price includes $ 3.0 million for the real estate property covered in a stock purchase agreement payable in cash at closing, and $ 13.0 million for the adult entertainment business covered in a separate stock purchase agreement payable as follows: (1) $ 2.0 million in cash at closing; (2) $ 6.0 million under a 10 % three-year promissory note payable in 35 equal monthly payments of $ 79,290 in principal and interest based on a ten-year amortization schedule, with a balloon payment for the remaining principal plus accrued interest due at maturity; and (3) $ 5.0 million under a 10 % ten-year interest-only promissory note payable in 119 equal monthly payments of $ 41,667 in interest, with a balloon payment of the total $ 5.0 million in principal plus accrued interest due at maturity. The Company 84 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 16. Acquisitions and Dispositions – continued acquired 100 % of the capital stock of the acquired companies in each of the stock purchase agreements mentioned above. The $ 5.0 million promissory note may be earlier canceled if there are any regulatory changes that would prohibit the business from operating as an adult entertainment establishment within ten years of the closing date of the stock purchase agreement. Based on recent renewals of licenses of similar businesses in the region where the club operates, the Company believes that the probability of any changes to the regulatory environment is low as of the reporting date and would not materially impact the fair value of the debt. We recognized the assets and liabilities for this acquisition based on our estimates of their acquisition date fair values, all in our Nightclubs reportable segment. We have not finalized our valuation of the tangible and identifiable intangible assets acquired in this transaction. As of the release of this report, the fair value of the acquired tangible and identifiable intangible assets and the fair value of the contingent debt consideration are provisional pending receipt of the final valuations for those items. Based on the allocation of the preliminary fair value of the acquisition price, measurement period adjustments, and subject to any working capital adjustments, the amount of goodwill is estimated to be $ 6.8 million. Goodwill represents the excess of the acquisition price fair value over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, which is essentially the forward earnings potential of the acquired entities. Goodwill will not be amortized but will be tested at least annually for impairment. The recognized goodwill will not be deductible for tax purposes. The following is our preliminary allocation of the fair value of the acquisition price (in thousands) as of May 2, 2022: Current assets $ 172 Property and equipment 5,336 Licenses 4,900 Tradenames 1,460 Deferred tax liability ( 2,627 ) Total net assets acquired 9,241 Goodwill 6,759 Acquisition price fair value $ 16,000 Licenses and tradenames will not be amortized but will be tested at least annually for impairment. In connection with the acquisition, we incurred acquisition-related expenses of approximately $ 28,000 , which is included in selling, general and administrative expenses in our consolidated statement of operations for the year ended September 30, 2022. From the date of acquisition until September 30, 2022, the acquired club contributed revenues of $ 2.8 million and income from operations of $ 1.4 million, which are included in our consolidated statement of operations for the year ended September 30, 2022. The seller has not maintained historical U.S. GAAP financial data and it is impracticable to prepare them, therefore, we could not provide supplemental pro forma information of the combined entities. On May 23, 2022, the Company acquired real estate in Rowlett, Texas for $ 3.3 million for a future Bombshells location. The Company secured a $ 2.2 million loan in relation to the purchase. See Note 9. On July 21, 2022, the Company acquired a club in Odessa, Texas for a total acquisition price of $ 1.8 million, of which $ 1.0 million was for the real estate and $ 800,000 for the adult entertainment business. The Company paid $ 1.0 million in cash at closing for the real estate and executed an $ 800,000 6 % seller-financed promissory note for the business. The promissory note matures in seven years and is payable in 84 equal monthly installments of $ 11,687 of principal and interest. See Note 9. The $ 1.8 million acquisition price is preliminarily allocated $ 11,000 to current assets, $ 1.1 million to property and equipment, and $ 684,000 to licenses. From the date of acquisition until September 30, 2022, the acquired club contributed very minimal revenues and income from operations. The Company is not providing supplemental pro forma disclosures to this acquisition as it does not materially contribute to the consolidated operations of the Company. 85 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 16. Acquisitions and Dispositions – continued On July 27, 2022, the Company completed the acquisition of a club in Hallandale Beach, Florida for a total acquisition price of $ 25.0 million. The acquisition includes (1) $ 20.0 million for the adult entertainment business covered in a stock purchase agreement paid $ 10.0 million in cash at closing and $ 10.0 million under a 6 % ten-year promissory note payable in 120 equal monthly payments of $ 111,020 in principal and interest, and (2) $ 5.0 million for the real estate property covered in an asset purchase agreement payable under a 6 % ten-year promissory note payable in 120 equal monthly payments of $ 55,510 in principal and interest. In the stock purchase agreement, the Company acquired 100 % of the capital stock of the company which owned the adult entertainment business. The total preliminary fair value of the consideration transferred is $ 23.4 million, which includes a discount on the $ 10.0 million promissory note to reflect market participant yield expectations. We recognized the assets and liabilities for this acquisition based on our estimates of their acquisition date fair values, all in our Nightclubs reportable segment. We have not finalized our valuation of the tangible and identifiable intangible assets acquired in this transaction. As of the release of this report, the fair value of the acquired tangible and identifiable intangible assets and the fair value of the contingent debt consideration are provisional pending receipt of the final valuations for those items. Based on the allocation of the preliminary fair value of the acquisition price, measurement period adjustments, and subject to any working capital adjustments, the amount of goodwill is estimated to be $ 5.6 million. Goodwill represents the excess of the acquisition price fair value over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, which is essentially the forward earnings potential of the acquired entities. Goodwill will not be amortized but will be tested at least annually for impairment. The recognized goodwill will not be deductible for tax purposes. The following is our preliminary allocation of the fair value of the acquisition price (in thousands) as of July 27, 2022: Current assets $ 71 Property and equipment 4,921 Licenses 16,810 Deferred tax liability ( 3,979 ) Total net assets acquired 17,823 Goodwill 5,577 Acquisition price fair value $ 23,400 From the date of acquisition until September 30, 2022, the acquired club contributed revenues of $ 2.0 million and income from operations of $ 802,000 , which are included in our consolidated statement of operations for the year ended September 30, 2022. In connection with this acquisition, we incurred acquisition-related expenses of approximately $ 161,000 , which was included in selling, general and administrative expenses in our consolidated statements of operations of fiscal 2022.The seller has not maintained historical U.S. GAAP financial data and it is impracticable to prepare them, therefore, we could not provide supplemental pro forma information of the combined entities. On August 18, 2022, the Company purchased real estate in Hunstville, Alabama amounting to $ 2.1 million for a future Bombshells location. The Company paid $ 525,000 in cash at closing and entered into a bank financing for the $ 1.6 million remainder (see Note 9). On September 12, 2022, the Company entered into a joint venture with a private investment company to acquire real estate in Austin, Texas amounting to $ 2.2 million for a future Bombshells location. The Company has a 51 % interest in the joint venture and paid its $ 1.1 million share for the real estate purchase while the investment of the private investment company was recorded as noncontrolling interest in our consolidated balance sheet. 2022 Dispositions On October 8, 2021, the Company sold one of its clubs in South Houston for $ 300,000 . On July 12, 2022, the Company received $ 6.0 million from the Philadelphia Regional Port Authority for one of the Company's rental properties, with a carrying value of $ 4.9 million, due to eminent domain. The Company paid the current 86 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 16. Acquisitions and Dispositions – continued lessee a termination fee of $ 250,000 , which is included in other charges/gains, net in our consolidated statement of operations. The Company used $ 2.1 million of the proceeds to pay down a loan related to the property. See also Note 7 for dispositions of real estate properties that had been classified as held-for-sale. 2023 Acquisitions On October 10, 2022, the Company purchased real estate in Lubbock, Texas amounting to $ 3.4 million for a future Bombshells location. The Company paid $ 1.1 million in cash at closing and entered into a bank financing for the $ 2.3 million remainder (see Note 9). The site includes extra land that will be listed for sale once the Bombshells unit is completed. On October 11, 2022, the Company purchased a hangar in Arcola, Texas amounting to $ 754,000 in cash. On October 26, 2022, the Company completed the acquisition of a club in Dickinson, Texas for a total acquisition price of $ 9.0 million. The acquisition includes (1) $ 2.5 million for the adult entertainment business covered in a stock purchase agreement paid fully in cash at closing and (2) $ 6.5 million for the real estate property covered in a real estate purchase agreement paid $ 1.5 million in cash at closing and $ 5.0 million under a 6 % 15-year promissory note (see Note 9). In the stock purchase agreement, the Company acquired 100 % of the capital stock of the company which owned the adult entertainment business. Due to the proximity of the closing date to the filing of this report, we have not completed our valuation analysis and related calculations in sufficient detail necessary to arrive at the fair values of the net assets acquired and the debt consideration, along with the determination of any goodwill or gain on the transaction. The seller has not maintained historical U.S. GAAP financial data and it is impracticable to prepare them, therefore, we could not provide supplemental pro forma information of the combined entities. On November 8, 2022, the Company purchased real estate in Aurora, Colorado amounting to $ 850,000 in cash for a future Bombshells location. On December 5, 2022, the Company purchased real estate in Central City, Colorado amounting to $ 2.4 million in cash for the development of a Rick's Cabaret Steakhouse and Casino business. On December 12, 2022, we and certain subsidiaries entered into definitive agreements to acquire five gentlemen's clubs, five related real estate properties, associated intellectual properties, and certain automated teller machines for a total purchase price of $ 66.5 million, payable with a total of $ 25.0 million in cash, a total of $ 25.5 million in seller financing, and 200,000 restricted shares of common stock based on an $ 80 per share price, subject to lock-up, leak out restrictions. The five clubs, which are all located in Texas, are being purchased through five different asset purchase agreements, under which a newly formed wholly-owned subsidiary of the Company will acquire from each club-owning entity all of the tangible and intangible assets and personal property used in the business of that club, except for certain excluded assets. 2023 Disposition On November 4, 2022, the Company received $ 1.0 million from the Texas Department of Transportation for one of the Company's club properties in Lubbock, Texas due to eminent domain. 87 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 17. Quarterly Results of Operations (Unaudited) The following tables summarize unaudited quarterly data for fiscal 2022, 2021, and 2020 (in thousands, except share and per share data): For the Three Months Ended December 31, 2021 March 31, 2022 June 30, 2022 September 30, 2022 Revenues (1) $ 61,836 $ 63,692 $ 70,714 $ 71,378 Income from operations (1) $ 15,911 $ 17,081 $ 20,507 $ 17,960 Net income attributable to RCIHH stockholders (1) $ 10,575 $ 10,952 $ 13,902 $ 10,612 Earnings per share (1) Basic and diluted $ 1.12 $ 1.15 $ 1.48 $ 1.15 Weighted average number of common shares outstanding Basic and diluted 9,407,519 9,489,085 9,389,675 9,249,864 For the Three Months Ended December 31, 2020 March 31, 2021 June 30, 2021 September 30, 2021 Revenues (2) $ 38,398 $ 44,059 $ 57,860 $ 54,941 Income from operations (2) $ 6,583 $ 9,841 $ 18,507 $ 3,617 Net income attributable to RCIHH stockholders (2) $ 9,643 $ 6,091 $ 12,302 $ 2,300 Earnings per share (2) Basic and diluted $ 1.07 $ 0.68 $ 1.37 $ 0.26 Weighted average number of common shares outstanding Basic and diluted 9,019,088 8,999,910 8,999,910 8,999,910 88 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 17. Quarterly Results of Operations (Unaudited) – continued For the Three Months Ended December 31, 2019 March 31, 2020 June 30, 2020 September 30, 2020 Revenues $ 48,394 $ 40,426 $ 14,721 $ 28,786 Income (loss) from operations (3) $ 9,686 $ ( 2,475 ) $ ( 4,657 ) $ 192 Net income (loss) attributable to RCIHH stockholders (3) $ 5,634 $ ( 3,452 ) $ ( 5,474 ) $ ( 2,793 ) Earnings (loss) per share (3) Basic and diluted $ 0.60 $ ( 0.37 ) $ ( 0.60 ) $ ( 0.31 ) Weighted average number of common shares outstanding Basic and diluted 9,321,933 9,224,960 9,125,281 9,124,214 (1) Fiscal year 2022 results of operations were significantly higher than prior year due to the fifteen acquired clubs and one new Bombshells. Net income attributable to RCIHH stockholders and earnings per share were impacted by $ 1.9 million in asset impairments ($ 1.7 million in the third quarter and $ 166,000 in the fourth quarter) and $ 2.4 million gain on sale or disposition of businesses and assets ($ 342,000 in the first quarter, $ 58,000 in the second quarter, $ 266,000 in the third quarter, and $ 1.7 million in the fourth quarter). Quarterly effective income tax expense rate was 21.7 %, 23.4 %, 21.3 %, and 27.1 % from first to fourth quarter, respectively, including the impact of the $ 343,000 deferred tax asset valuation allowance in the fourth quarter. (2) Fiscal year 2021 revenues were significantly higher compared to prior year, except for the first quarter, which was still affected by the lockdowns and social restrictions of the COVID-19 pandemic. Net income attributable to RCIHH stockholders and earnings per share were heavily impacted by the gain on debt extinguishment ($ 4.9 million in the first quarter and $ 380,000 in the second quarter), asset impairments totaling $ 13.6 million ($ 1.4 million in the second quarter, $ 271,000 in the third quarter, and $ 11.9 million in the fourth quarter), and gain on insurance totaling $ 1.3 million ($ 197,000 in the first quarter, $ 12,000 in the second quarter, and $ 1.0 million in the fourth quarter). Quarterly effective income tax expense (benefit) rate was ( 4.2 )%, 24.3 %, 24.4 %, and ( 210.4 )% from first to fourth quarter, respectively, including the impact of the release of a $ 462,000 deferred tax asset valuation allowance in the fourth quarter. (3) Fiscal year 2020 revenues during the second through the fourth quarter were significantly affected by the COVID-19 pandemic. Income (loss) from operations, net income (loss) attributable to RCIHH stockholders, and earnings (loss) per share included the impact of a $ 10.6 million in asset impairments ($ 8.2 million in the second quarter, $ 982,000 in the third quarter, and $ 1.4 million in the fourth quarter). Net loss attributable to RCIHH stockholders and loss per share during the fourth quarter was also affected by the $ 1.3 million valuation allowance on our deferred tax assets. Quarterly effective income tax expense (benefit) rate was 22.0 %, ( 28.9 )%, ( 20.5 )%, and 36.3 % from first to fourth quarter, respectively. Our nightclub operations are normally affected by seasonal factors. Historically, we have experienced reduced revenues from April through September (our fiscal third and fourth quarters) with the strongest operating results occurring during October through March (our fiscal first and second quarters), but in fiscal 2020, due to the COVID-19 pandemic, revenues during the second through the fourth quarter were significantly reduced. Our revenues in certain markets are also affected by sporting events that cause unusual changes in sales from year to year. 18. Segment Information The Company owns and operates adult nightclubs and Bombshells Restaurants and Bars. The Company has identified such 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 and energy drink divisions that are not significant to the consolidated financial statements. 89 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 18. Segment Information – continued Below is the financial information related to the Company’s reportable segments (in thousands): 2022 2021 2020 Revenues (from external customers) Nightclubs $ 206,251 $ 137,348 $ 88,373 Bombshells 59,925 56,621 43,215 Other 1,444 1,289 739 $ 267,620 $ 195,258 $ 132,327 Income (loss) from operations Nightclubs $ 82,798 $ 43,815 $ 13,056 Bombshells 11,504 13,264 9,237 Other 57 35 ( 614 ) General corporate ( 22,900 ) ( 18,566 ) ( 18,933 ) $ 71,459 $ 38,548 $ 2,746 Capital expenditures Nightclubs $ 17,477 $ 6,890 $ 3,477 Bombshells 3,586 5,895 2,114 Other 841 157 — General corporate 2,099 569 145 $ 24,003 $ 13,511 $ 5,736 Depreciation and amortization Nightclubs $ 9,604 $ 5,494 $ 5,799 Bombshells 1,783 1,824 1,785 Other 85 87 415 General corporate 919 833 837 $ 12,391 $ 8,238 $ 8,836 September 30, 2022 September 30, 2021 Total assets Nightclubs $ 428,104 $ 280,561 Bombshells 62,021 52,073 Other 2,635 1,573 General corporate 37,978 30,412 $ 530,738 $ 364,619 Excluded from revenues in the table above are intercompany rental revenues of the Nightclubs segment amounting to $ 14.0 million, $ 11.5 million, and $ 11.1 million for 2022, 2021, and 2020, respectively, and intercompany sales of Robust Energy Drink of Other segment amounting to $ 261,000 , $ 141,000 , and $ 70,000 for the same respective years. These intercompany revenue amounts are eliminated upon consolidation. 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 90 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 18. Segment Information – continued and other corporate costs such as automobile and travel costs. Management considers these to be non-allocable costs for segment purposes. Certain real estate assets previously wholly assigned to Bombshells have been subdivided and allocated to other future development or investment projects. Accordingly, those asset costs have been transferred out of the Bombshells segment. 19. 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. The balance of our commercial bank indebtedness, net of debt discount and issuance costs, as of September 30, 2022 and 2021 was $ 115.1 million and $ 99.7 million, respectively. Included in the $ 17.0 million borrowing on October 12, 2021 (see Note 9) are notes borrowed from related parties—one note for $ 500,000 (Ed Anakar, see above) and another note for $ 150,000 (from a brother of Company CFO, Bradley Chhay, see above) in which the terms of the notes are the same as the rest of the lender group. We used the services of Nottingham Creations, and previously Sherwood Forest Creations, LLC, both furniture fabrication companies that manufacture tables, chairs and other furnishings for our Bombshells locations, as well as providing ongoing maintenance. Nottingham Creations is owned by a brother of Eric Langan (as was Sherwood Forest). Amounts billed to us for goods and services provided by Nottingham Creations and Sherwood Forest were approximately $ 207,000 in fiscal 2022, $ 118,000 in fiscal 2021, and $ 59,000 in fiscal 2020. As of September 30, 2022 and 2021, we owed Nottingham Creations and Sherwood Forest $ 92,808 and $ 12,205 , respectively, in unpaid billings. TW Mechanical LLC (“TW Mechanical”) provided plumbing and HVAC services to both a third-party general contractor providing construction services to the Company, as well as directly to the Company during fiscal 2022, 2021, and 2020. A son-in-law of Eric Langan owns a 50 % interest in TW Mechanical. Amounts billed by TW Mechanical to the third-party general contractor were approximately $ 3,809 , $ 0 , and $ 19,000 for the fiscal years 2022, 2021, and 2020, respectively. Amounts billed directly to the Company were approximately $ 133,000 , $ 425,000 , and $ 62,000 for the fiscal years 2022, 2021, and 2020, respectively. As of September 30, 2022 and 2021, the Company owed TW Mechanical approximately $ 9,338 and $ 7,500 , respectively, in unpaid direct billings. 20. Leases The Company leases certain facilities and equipment under operating leases per ASC 842, which the Company adopted on October 1, 2019. The Company’s adoption of ASC 842 included renewal or termination options for varying periods which we deemed reasonably certain to exercise. This determination is based on our consideration of certain economic, strategic and other factors that we evaluate at lease commencement date and reevaluate throughout the lease term. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments and additional lease payments contingent on sales. The variable portion of lease payments is not included in our right-of-use assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling, general and administrative expenses in our consolidated statement of operations. We have elected to apply the short-term lease exception for all underlying asset classes, which mainly includes equipment leases. That is, leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. We do not include significant restrictions or covenants in our lease agreements, and residual value guarantees are generally not included within our operating leases. Included in lease expense in our consolidated statements of operations (see Note 5) were lease payments for a house that the Company’s CEO rented to the Company for corporate housing for its out-of-town Bombshells management and trainers, of which lease expense totaled $ 19,500 for the year ended September 30, 2020. This lease terminated on December 31, 2019 and was scoped out upon adoption of ASC 842 on October 1, 2019. 91 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Notes to Consolidated Financial Statements 20. Leases – continued Future maturities of operating lease liabilities as of September 30, 2022 are as follows (in thousands): Principal Portion Interest Portion Total Payments October 2022 - September 2023 $ 2,795 $ 2,100 $ 4,895 October 2023 - September 2024 3,006 1,938 4,944 October 2024 - September 2025 3,261 1,763 5,024 October 2025 - September 2026 3,516 1,573 5,089 October 2026 - September 2027 3,522 1,373 4,895 Thereafter 22,696 5,246 27,942 $ 38,796 $ 13,993 $ 52,789 Total lease expense under ASC 842 was included in selling, general and administrative expenses in our consolidated statement of operations, except for sublease income which was included in other revenue, for the years ended September 30, 2022, 2021, and 2020 as follows (in thousands): 2022 2021 2020 Operating lease expense – fixed payments $ 4,738 $ 3,325 $ 3,244 Variable lease expense 1,397 349 381 Short-term equipment and other lease expense (includes $ 258 , $ 298 and $ 315 recorded in advertising and marketing for fiscal 2022, 2021 and 2020, respectively, and $ 435 , $ 397 and $ 372 recorded in repairs and maintenance, respectively; see Note 5) 1,264 955 1,122 Sublease income ( 4 ) ( 6 ) ( 9 ) Total lease expense, net $ 7,395 $ 4,623 $ 4,738 Other information: Operating cash outflows from operating leases $ 7,200 $ 4,522 $ 4,562 Weighted average remaining lease term 11 years 12 years 13 years Weighted average discount rate 5.6 % 6.0 % 6.1 % In relation to certain rent concessions that we received from certain of our lessors in view of the COVID-19 pandemic, we accounted for those rent concessions as deferral of payments as if the lease is unchanged. Any reduction in total lease expense during the period caused by either an extension of the lease term or a forgiveness of certain lease payments is accounted for as variable lease payment adjustments. We recorded impairment charges of operating lease right-of-use assets amounting to $ 0 , $ 0 , and $ 104,000 during fiscal years 2022, 2021, and 2020, respectively. 92 Table of Contents RCI HOSPITALITY HOLDINGS, INC. Schedule of Valuation and Qualifying Accounts (Amounts in Thousands) Balance at beginning of year Charged to costs and expenses (1) Deductions (2) Balance at end of year Allowance for doubtful accounts receivable Fiscal 2020 $ 101 $ 347 $ ( 187 ) $ 261 Fiscal 2021 $ 261 $ 215 $ ( 94 ) $ 382 Fiscal 2022 $ 382 $ 191 $ ( 543 ) $ 30 Allowance for doubtful notes receivable Fiscal 2020 $ — $ 602 $ ( 420 ) $ 182 Fiscal 2021 $ 182 $ ( 80 ) $ — $ 102 Fiscal 2022 $ 102 $ 753 $ ( 855 ) $ — Deferred tax asset valuation allowance (3) Fiscal 2020 $ — $ 1,273 $ — $ 1,273 Fiscal 2021 $ 1,273 $ — $ ( 632 ) $ 641 Fiscal 2022 $ 641 $ 343 $ — $ 984 (1) Charged to bad debts expense (under other selling, general and administrative expenses) in the consolidated statements of operations. (2) Written off against gross receivable and allowance. (3) Included in deferred tax liability, net in the consolidated balance sheets. 93 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There have been no disagreements with accountants on accounting and financial disclosure.