RCI HOSPITALITY HOLDINGS, INC. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included in this quarterly report, and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended September 30, 2023. Overview RCI Hospitality Holdings, Inc. is a holding company that, through its subsidiaries, engages in businesses that offer live adult entertainment and/or high-quality dining experiences to its guests. All services and management operations are conducted by subsidiaries of RCIHH, including RCI Management Services, Inc. Through our subsidiaries, as of December 31, 2023, we operated a total of 69 establishments that offer live adult entertainment, including one food hall. We also operated a leading business communications company serving the multi-billion-dollar adult nightclubs industry. We have two principal reportable segments: Nightclubs and Bombshells. We combine operating segments not included in Nightclubs and Bombshells into “Other.” In the context of club and restaurant/sports bar operations, the terms the “Company,” “we,” “our,” “us” and similar terms used in this report refer to subsidiaries of RCIHH. RCIHH was incorporated in the State of Texas in 1994. Our corporate offices are located in Houston, Texas. Critical Accounting Policies and Estimates The preparation of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the SEC on December 14, 2023. During the three months ended December 31, 2023, there were no significant changes in our accounting policies and estimates. Results of Operations Highlights of the Company's operating results during the quarter ended December 31, 2023 are as follows: • Total revenues were $73.9 million compared to $70.0 million during the comparable prior-year quarter, a 5.6% increase (Nightclubs revenue of $61.0 million compared to $56.3 million, an 8.4% increase; and Bombshells revenue of $12.7 million compared to $13.4 million, a 5.2% decrease) • Consolidated same-store sales decreased by 9.8% (Nightclubs decreased by 7.2% while Bombshells decreased by 20.3%) (refer to the definition of same-store sales in the discussion of revenues below) • Basic and diluted earnings per share (“EPS”) of $0.77 compared to $1.11 (non-GAAP diluted EPS* of $0.87 compared to $1.19) during the comparable prior-year quarter • Net cash provided by operating activities of $13.6 million compared to $14.9 million during the comparable prior-year quarter, an 8.5% decrease (free cash flow* of $12.7 million compared to $13.0 million, a 2.9% decrease) * Reconciliation and discussion of non-GAAP financial measures are included in the “Non-GAAP Financial Measures” section below. 20 Table of Contents The following table summarizes our results of operations as a percentage of revenue: Three Months Ended December 31, 2023 2022 Revenues Sales of alcoholic beverages 45.1 % 42.4 % Sales of food and merchandise 14.6 % 14.8 % Service revenues 34.0 % 36.5 % Other 6.3 % 6.3 % Total revenues 100.0 % 100.0 % Operating expenses Cost of goods sold Alcoholic beverages sold 18.9 % 18.1 % Food and merchandise sold 37.4 % 34.7 % Service and other 0.1 % 0.2 % Total cost of goods sold (exclusive of items shown separately below) 14.0 % 12.9 % Salaries and wages 28.9 % 26.7 % Selling, general and administrative 34.1 % 32.5 % Depreciation and amortization 5.2 % 4.7 % Other charges, net — % (0.9) % Total operating expenses 82.2 % 75.8 % Income from operations 17.8 % 24.2 % Other income (expenses) Interest expense (5.7) % (5.3) % Interest income 0.1 % 0.1 % Income before income taxes 12.2 % 19.0 % Income tax expense 2.4 % 4.3 % Net income 9.8 % 14.7 % * Percentages may not foot due to rounding. Percentage of revenue for individual cost of goods sold items pertains to their respective revenue line. Revenues Consolidated revenues for the first quarter increased by $3.9 million, or 5.6%, versus the comparable prior-year quarter due primarily to a 15.0%, or $10.5 million, increase in sales from newly acquired clubs from last year and new Bombshells openings, partially offset by the $6.7 million impact of the decrease in consolidated same-stores sales. We calculate same-store sales by comparing year-over-year revenues from nightclubs and restaurants/sports bars starting in the first full quarter of operations after at least 12 full months for Nightclubs and at least 18 full months for Bombshells. We consider the first six months of operations of a Bombshells unit to be the “honeymoon period” where sales are significantly higher than normal. We exclude from a particular month’s calculation units previously included in the same-store sales base that have closed temporarily until its next full quarter of operations. We also exclude from the same-store sales base units that are being reconcepted or are closed due to renovations or remodels. Acquired units are included in the same-store sales calculation as long as they qualify based on the definition stated above. Revenues outside of our Nightclubs and Bombshells reportable segments are excluded from same-store sales calculation. 21 Table of Contents Segment contribution to total revenues was as follows (in thousands, except percentages): Three Months Ended December 31, 2023 Mix Three Months Ended December 31, 2022 Mix Inc (Dec) $ Inc (Dec) % Nightclubs Sales of alcoholic beverages $ 26,236 43.0 % $ 22,098 39.2 % $ 4,138 18.7 % Sales of food and merchandise 5,240 8.6 % 4,594 8.2 % 646 14.1 % Service revenues 25,119 41.2 % 25,533 45.3 % (414) (1.6) % Other revenues 4,438 7.3 % 4,100 7.3 % 338 8.2 % 61,033 100.0 % 56,325 100.0 % 4,708 8.4 % Bombshells Sales of alcoholic beverages 7,080 55.6 % 7,552 56.2 % (472) (6.3) % Sales of food and merchandise 5,562 43.7 % 5,753 42.8 % (191) (3.3) % Service revenues — 0.0 % 30 0.2 % (30) (100.0) % Other revenues 89 0.7 % 96 0.7 % (7) (7.3) % 12,731 100.0 % 13,431 100.0 % (700) (5.2) % Other Other revenues 143 100.0 % 212 100.0 % (69) (32.5) % $ 73,907 $ 69,968 $ 3,939 5.6 % Nightclubs revenues increased by 8.4% during the first quarter compared to the same quarter last year primarily due to the $8.9 million contribution of newly acquired clubs, partially offset by the $4.0 million impact of the decrease in same-store sales. For Nightclubs that were open enough days to qualify for same-store sales (refer to the definition of same-store sales in the preceding paragraph), sales decreased by 7.2%. By type of revenue, alcoholic beverage sales increased by 18.7%, food, merchandise and other revenue increased by 11.3%, while service revenues decreased by 1.6%. Bombshells revenues decreased by 5.2%, of which 20.3% was for same-store sales decrease with the offsetting increase caused by two new locations and a food hall. By type of revenue, food and merchandise sales decreased by 3.3% while alcoholic beverage sales decreased by 6.3%. Operating Expenses Total operating expenses, as a percent of revenues, increased to 82.2% from 75.8% from last year’s first quarter, with a $7.7 million increase, or 14.5%, which was mainly caused by costs and expenses directly related to higher sales in the current-year first quarter, with the impact of fixed expenses on clubs and restaurants having decreases in their same-stores sales. Significant contributors to the changes in operating expenses are explained below. Cost of goods sold . Cost of goods sold for the first quarter increased by $1.4 million, or 15.0%, mainly due to higher sales. As a percent of total revenues, cost of goods sold increased to 14.0% from 12.9% mainly due to the sales mix decrease in service revenue. Nightclubs cost of goods sold increased to 12.0% from 10.5%, while Bombshells cost of goods sold increased to 23.7% from 22.9%. Both increases in percent to segment revenue were caused mainly by shift in sales mix toward lower margin sales type. Salaries and wages . Salaries and wages increased by $2.7 million, or 14.2%, for the first quarter due to increase in personnel from newly acquired clubs and new Bombshells openings, work shifts to accommodate the increase in sales, and the impact of minimum wage increases in certain states and cities. As a percent of total revenues, salaries and wages increased to 28.9% from 26.7% due to wage inflation. Nightclubs increased to 22.0% from 20.8% and Bombshells increased to 31.1% from 26.5%, while corporate increased to 5.1% from 4.7%. 22 Table of Contents Selling, general and administrative expenses . Selling, general and administrative expenses increased by $2.5 million, or 10.9%, primarily due to increased variable expenses related to higher sales during the current-year first quarter. Dollar amounts in the tables below are in thousands, except percentages. For the Three Months Ended December 31, 2023 For the Three Months Ended December 31, 2022 Better (Worse) Amount % of Revenues Amount % of Revenues Amount % Taxes and permits $ 4,042 5.5 % $ 2,684 3.8 % $ (1,358) (50.6) % Advertising and marketing 3,474 4.7 % 2,670 3.8 % (804) (30.1) % Supplies and services 2,695 3.6 % 2,424 3.5 % (271) (11.2) % Insurance 3,315 4.5 % 2,582 3.7 % (733) (28.4) % Legal 733 1.0 % 985 1.4 % 252 25.6 % Lease 1,824 2.5 % 1,762 2.5 % (62) (3.5) % Charge card fees 1,732 2.3 % 1,897 2.7 % 165 8.7 % Utilities 1,485 2.0 % 1,271 1.8 % (214) (16.8) % Security 1,411 1.9 % 1,164 1.7 % (247) (21.2) % Stock-based compensation 470 0.6 % 941 1.3 % 471 50.1 % Accounting and professional fees 1,186 1.6 % 1,518 2.2 % 332 21.9 % Repairs and maintenance 1,099 1.5 % 1,164 1.7 % 65 5.6 % Other 1,735 2.3 % 1,670 2.4 % (65) (3.9) % Total selling, general and administrative expenses $ 25,201 34.1 % $ 22,732 32.5 % $ (2,469) (10.9) % Taxes and permits mainly increased due to the increase in the Texas patron tax. Advertising and marketing increased mainly due to higher commissions and promotional expenses. Insurance expense increased due to additional clubs and restaurants. Depreciation and amortization . Depreciation and amortization increased by $546,000, or 16.5%, during the quarter due to the higher depreciable base. Other charges, net . Other charges, net for the quarter changed due to one sale of real estate property in the prior-year first quarter. Income (Loss) from Operations For the quarter ended December 31, 2023 and 2022, our consolidated operating margin was 17.8% and 24.2%, respectively. Segment contribution to income (loss) from operations is presented in the table below (in thousands): For the Three Months Ended December 31, 2023 2022 Nightclubs $ 20,369 $ 22,740 Bombshells 86 1,847 Other (196) (185) Corporate (7,094) (7,504) $ 13,165 $ 16,898 23 Table of Contents Excluding certain items, the first quarter ended December 31, 2023 and 2022 non-GAAP operating income (loss) and non-GAAP operating margin are computed in the tables below (dollars in thousands). Refer to the discussion of Non-GAAP Financial Measures on page 26 . For the Three Months Ended December 31, 2023 Nightclubs Bombshells Other Corporate Total Income (loss) from operations $ 20,369 $ 86 $ (196) $ (7,094) $ 13,165 Amortization of intangibles 591 63 — 5 659 Gain on sale of businesses and assets (1) — — (2) (3) Stock-based compensation — — — 470 470 Non-GAAP operating income (loss) $ 20,959 $ 149 $ (196) $ (6,621) $ 14,291 GAAP operating margin 33.4 % 0.7 % (137.1) % (9.6) % 17.8 % Non-GAAP operating margin 34.3 % 1.2 % (137.1) % (9.0) % 19.3 % For the Three Months Ended December 31, 2022 Nightclubs Bombshells Other Corporate Total Income (loss) from operations $ 22,740 $ 1,847 $ (185) $ (7,504) $ 16,898 Amortization of intangibles 628 2 61 4 695 Gain on sale of businesses and assets (569) — — (21) (590) Gain on insurance (48) — — (16) (64) Stock-based compensation — — — 941 941 Non-GAAP operating income (loss) $ 22,751 $ 1,849 $ (124) $ (6,596) $ 17,880 GAAP operating margin 40.4 % 13.8 % (87.3) % (10.7) % 24.2 % Non-GAAP operating margin 40.4 % 13.8 % (58.5) % (9.4) % 25.6 % Other Income/Expenses Interest expense increased by $529,000, or 14.3%, primarily caused by a higher average debt balance mostly from seller-financed promissory notes from last years' acquisitions. Our total occupancy costs, defined as the sum of operating lease expense and interest expense, were $6.0 million and $5.4 million for the quarters ended December 31, 2023 and 2022, respectively. As a percentage of revenue, total occupancy costs were 8.2% and 7.8% during the quarters ended December 31, 2023 and 2022, respectively, primarily due to the interest from higher average debt balance. 24 Table of Contents Income Taxes Income tax expense was $1.8 million and $3.0 million during the three months ended December 31, 2023 and 2022, respectively. The effective income tax expense rate was 19.9% and 22.8% for the three months ended December 31, 2023 and 2022, respectively. Our effective income tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years, as presented below. For the Three Months Ended December 31, 2023 2022 Federal statutory income tax expense 21.0 % 21.0 % State income taxes, net of federal benefit 3.4 % 4.0 % Permanent differences 0.5 % 0.5 % Tax credit (5.0) % (2.8) % Other — % 0.1 % Total income tax expense 19.9 % 22.8 % Income taxes decreased in dollar amount due to the lower pretax income in the current first quarter. Effective income tax rate decreased due to the acquisition of Texas-based clubs at the end of last year's second quarter and the additional tax credits from those acquisitions. Non-GAAP Financial Measures In addition to our financial information presented in accordance with GAAP, management uses certain non-GAAP financial measures, within the meaning of the SEC Regulation G, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor non-GAAP financial measures because it describes the operating performance of the Company and helps management and investors gauge our ability to generate cash flow, excluding (or including) some items that management believes are not representative of the ongoing business operations of the Company, but are included in (or excluded from) the most directly comparable measures calculated and presented in accordance with GAAP. Relative to each of the non-GAAP financial measures, we further set forth our rationale as follows: Non-GAAP Operating Income and Non-GAAP Operating Margin. We calculate non-GAAP operating income and non-GAAP operating margin by excluding the following items from income from operations and operating margin: (a) amortization of intangibles, (b) gains or losses on sale of businesses and assets, (c) gains or losses on insurance, and (d) stock-based compensation. We believe that excluding these items assists investors in evaluating period-over-period changes in our operating income and operating margin without the impact of items that are not a result of our day-to-day business and operations. Non-GAAP Net Income and Non-GAAP Net Income per Diluted Share . We calculate non-GAAP net income and non-GAAP net income per diluted share by excluding or including certain items to net income attributable to RCIHH common stockholders and diluted earnings per share. Adjustment items are: (a) amortization of intangibles, (b) gains or losses on sale of businesses and assets, (c) gains or losses on insurance, (d) stock-based compensation, and (e) the income tax effect of the above-described adjustments. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 19.9% and 22.7% effective tax rate of the pre-tax non-GAAP income before taxes for the three months ended December 31, 2023 and 2022, respectively, and the GAAP income tax expense (benefit). We believe that excluding and including such items help management and investors better understand our operating activities. 25 Table of Contents Adjusted EBITDA . We calculate adjusted EBITDA by excluding the following items from net income attributable to RCIHH common stockholders: (a) depreciation and amortization, (b) income tax expense (benefit), (c) net interest expense, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance, and (f) stock-based compensation. We believe that adjusting for such items helps management and investors better understand our operating activities. Adjusted EBITDA provides a core operational performance measurement that compares results without the need to adjust for federal, state and local taxes which have considerable variation between domestic jurisdictions. The results are, therefore, without consideration of financing alternatives of capital employed. We use adjusted EBITDA as one guideline to assess our unleveraged performance return on our investments. Adjusted EBITDA is also the target benchmark for our acquisitions of nightclubs. We also use certain non-GAAP cash flow measures such as free cash flow. See “Liquidity and Capital Resources” section for further discussion. The following tables present our non-GAAP performance measures for the three months ended December 31, 2023 and 2022 (in thousands, except per share, number of shares and percentages): Three Months Ended December 31, 2023 2022 Reconciliation of GAAP net income to Adjusted EBITDA Net income attributable to RCIHH common stockholders $ 7,226 $ 10,238 Income tax expense 1,799 3,031 Interest expense, net 4,122 3,596 Depreciation and amortization 3,853 3,307 Stock-based compensation 470 941 Gain on sale of businesses and assets (3) (590) Gain on insurance — (64) Adjusted EBITDA $ 17,467 $ 20,459 Three Months Ended December 31, 2023 2022 Reconciliation of GAAP net income to non-GAAP net income Net income attributable to RCIHH common stockholders $ 7,226 $ 10,238 Amortization of intangibles 659 695 Stock-based compensation 470 941 Gain on sale of businesses and assets (3) (590) Gain on insurance — (64) Net income tax effect (220) (200) Non-GAAP net income $ 8,132 $ 11,020 Three Months Ended December 31, 2023 2022 Reconciliation of GAAP diluted earnings per share to non-GAAP diluted earnings per share Diluted shares 9,367,151 9,230,258 GAAP diluted earnings per share $ 0.77 $ 1.11 Amortization of intangibles 0.07 0.08 Stock-based compensation 0.05 0.10 Gain on sale of businesses and assets 0.00 (0.06) Gain on insurance 0.00 (0.01) Net income tax effect (0.02) (0.02) Non-GAAP net income $ 0.87 $ 1.19 26 Table of Contents Three Months Ended December 31, 2023 2022 Reconciliation of GAAP operating income to non-GAAP operating income Income from operations $ 13,165 $ 16,898 Amortization of intangibles 659 695 Stock-based compensation 470 941 Gain on sale of businesses and assets (3) (590) Gain on insurance — (64) Non-GAAP operating income $ 14,291 $ 17,880 Three Months Ended December 31, 2023 2022 Reconciliation of GAAP operating margin to non-GAAP operating margin Income from operations 17.8 % 24.2 % Amortization of intangibles 0.9 % 1.0 % Stock-based compensation 0.6 % 1.3 % Gain on sale of businesses and assets 0.0 % (0.8) % Gain on insurance 0.0 % (0.1) % Non-GAAP operating income 19.3 % 25.6 % * Per share amounts and percentages may not foot due to rounding. ** The adjustments to reconcile net income attributable to RCIHH common stockholders to non-GAAP net income exclude the impact of adjustments related to noncontrolling interests, which is immaterial. 27 Table of Contents Liquidity and Capital Resources At December 31, 2023, our cash and cash equivalents were approximately $21.2 million compared to $21.0 million at September 30, 2023. Because of the large volume of cash we handle, we have very stringent cash controls. As of December 31, 2023, we had negative working capital of $9.0 million compared to negative working capital of $10.5 million as of September 30, 2023. We believe that we can borrow capital if needed but currently we do not have unused credit facilities so there can be no guarantee that additional liquidity will be readily available or available on favorable terms. We have not recently raised capital through the issuance of equity securities although we have used equity recently in our acquisitions. Instead, we use debt financing to lower our overall cost of capital and increase our return on stockholders’ equity. We have a history of borrowing funds in private transactions and from sellers in acquisition transactions and have secured traditional bank financing on our new development projects and refinancing of our existing notes payable. There can be no assurance though that any of these financing options would be presently available on favorable terms, if at all. We also have historically utilized these cash flows to invest in property and equipment, adult nightclubs, and restaurants/sports bars. We expect to generate adequate cash flows from operations for the next 12 months from the issuance of this report. The following table presents a summary of our cash flows from operating, investing, and financing activities (in thousands): For the Three Months Ended December 31, 2023 2022 Operating activities $ 13,633 $ 14,895 Investing activities (5,080) (13,650) Financing activities (8,421) (3,117) Net increase (decrease) in cash and cash equivalents $ 132 $ (1,872) Cash Flows from Operating Activities Following are our summarized cash flows from operating activities (in thousands): For the Three Months Ended December 31, 2023 2022 Net income $ 7,244 $ 10,271 Depreciation and amortization 3,853 3,307 Stock-based compensation 470 941 Net change in operating assets and liabilities 1,122 263 Other 944 113 Net cash provided by operating activities $ 13,633 $ 14,895 Net cash provided by operating activities this current quarter decreased from last year's comparable quarter primarily due to lower income from operations and higher interest expense paid. 28 Table of Contents Cash Flows from Investing Activities Following are our cash flows from investing activities (in thousands): For the Three Months Ended December 31, 2023 2022 Payments for property and equipment and intangible assets $ (5,135) $ (12,553) Acquisition of businesses — (4,000) Proceeds from sale of businesses and assets — 2,784 Proceeds from insurance — 64 Proceeds from notes receivable 55 55 Net cash used in investing activities $ (5,080) $ (13,650) Following is a breakdown of our payments for property and equipment and intangible assets for the quarter ended December 31, 2023 and 2022 (in thousands): For the Three Months Ended December 31, 2023 2022 New facilities, equipment, and intangible assets $ 4,152 $ 10,689 Maintenance capital expenditures 983 1,864 Total capital expenditures $ 5,135 $ 12,553 The capital expenditures during the quarter ended December 31, 2023 were composed mostly of construction projects in-progress, while those during the quarter ended December 31, 2022 were composed primarily of real estate and new equipment and furniture purchases for the newly acquired clubs. Maintenance capital expenditures refer mainly to capitalized replacement of productive assets in already existing locations. Variances in capital expenditures are primarily due to the number and timing of new, remodeled, or reconcepted locations under construction. Cash Flows from Financing Activities Following are our cash flows from financing activities (in thousands): For the Three Months Ended December 31, 2023 2022 Proceeds from debt obligations $ 701 $ 1,500 Payments on debt obligations (6,352) (3,361) Purchase of treasury stock (2,072) (98) Payment of dividends (562) (462) Payment of loan origination costs (136) (96) Share in return of investment by noncontrolling partner — (600) Net cash used in financing activities $ (8,421) $ (3,117) We purchased 37,954 shares of our common stock at an average price of $54.59 during the quarter ended December 31, 2023, while we purchased 1,500 shares of our common stock at an average price of $65.02 during the quarter ended December 31, 2022. As of December 31, 2023, we have approximately $14.6 million authorization remaining to purchase additional shares. We paid $0.06 per share for dividends during the first quarter ended December 31, 2023, while we paid $0.05 per share during the first quarter ended December 31, 2022. 29 Table of Contents See Note 6 to our unaudited condensed consolidated financial statements for future maturities of our debt obligations. We have paid all our debts on time and have not defaulted nor requested forbearance on any of our debts during the three months ended December 31, 2023 and 2022. Management also uses certain non-GAAP cash flow measures such as free cash flow. We calculate free cash flow as net cash provided by operating activities less maintenance capital expenditures. We use free cash flow as the baseline for the implementation of our capital allocation strategy. Below is a table reconciling free cash flow to its most directly comparable GAAP measure (in thousands): For the Three Months Ended December 31, 2023 2022 Net cash provided by operating activities $ 13,633 $ 14,895 Less: Maintenance capital expenditures 983 1,864 Free cash flow $ 12,650 $ 13,031 Our free cash flow for the quarter decreased by 2.9% compared to the comparable prior-year quarter primarily due to lower income from operations and higher interest expense paid, partially offset lower maintenance capital expenditures paid. We do not include capital expenditures related to new facilities construction, equipment and intangible assets as a reduction from net cash flow from operating activities to arrive at free cash flow. This is because, based on our capital allocation strategy, acquisitions and development of our own clubs and restaurants are our primary uses of free cash flow. Other than the impact of uncertainties caused by near-term macro environment, including commodity and labor inflation and the lingering effect of the COVID-19 pandemic, and our contractual debt and lease obligations, we are not aware of any event or trend that would adversely impact our liquidity. In our opinion, working capital is not a true indicator of our financial status. Typically, businesses in our industry carry current liabilities in excess of current assets because businesses in our industry receive substantially immediate payment for sales, with nominal receivables, while inventories and other current liabilities normally carry longer payment terms. Vendors and purveyors often remain flexible with payment terms, providing businesses in our industry with opportunities to adjust to short-term business downturns. We consider the primary indicators of financial status to be the long-term trend of revenue growth, the mix of sales revenues, overall cash flow, profitability from operations and the level of long-term debt. We continue to monitor the macro environment and will adjust our overall approach to capital allocation as events and trends unfold. The following table presents a summary of such indicators for the three months ended December 31 (in thousands, except percentages): 2023 Increase (Decrease) 2022 Increase (Decrease) 2021 Sales of alcoholic beverages $ 33,316 12.4 % $ 29,650 12.2 % $ 26,431 Sales of food and merchandise 10,802 4.4 % 10,347 (5.0) % 10,894 Service revenues 25,119 (1.7) % 25,563 22.5 % 20,876 Other 4,670 5.9 % 4,408 21.3 % 3,635 Total revenues $ 73,907 5.6 % $ 69,968 13.2 % $ 61,836 Net income attributable to RCIHH common stockholders $ 7,226 (29.4) % $ 10,238 (3.2) % $ 10,575 Net cash provided by operating activities $ 13,633 (8.5) % $ 14,895 (8.4) % $ 16,264 Adjusted EBITDA* $ 17,467 (14.6) % $ 20,459 13.9 % $ 17,965 Free cash flow* $ 12,650 (2.9) % $ 13,031 (14.6) % $ 15,266 Debt (end of period) $ 234,113 10.8 % $ 211,234 30.5 % $ 161,850 * See definition and calculation of Adjusted EBITDA and Free Cash Flow above in the Non-GAAP Financial Measures subsection of Results of Operations. 30 Table of Contents Impact of Inflation To the extent permitted by competition, we have managed to recover increased costs through price increases and may continue to do so. However, there can be no assurance that we will be able to do so in the future. Seasonality Our nightclub operations are 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). Our revenues in certain markets are also affected by sporting events that cause unusual changes in sales from year to year. Capital Allocation Strategy Our capital allocation strategy provides us with disciplined guidelines on how we should use our free cash flows; provided however, that we may deviate from this strategy if other strategic rationale warrants. We calculate free cash flow as net cash flows from operating activities minus maintenance capital expenditures. Using the after-tax yield of buying our own stock as baseline, management believes that we are able to make better investment decisions. Based on our current capital allocation strategy: • We consider acquiring or developing our own clubs or restaurants that we believe have the potential to provide a minimum cash on cash return of 25%-33%, absent an otherwise strategic rationale; • We consider disposing of underperforming units to free up capital for more productive use; • We consider buying back our own stock if the after-tax yield on free cash flow is above 10%; • We consider paying down our most expensive debt if it makes sense on a tax adjusted basis, or there is an otherwise strategic rationale. Growth Strategy We believe that we can continue to grow organically and through careful entry into markets with high growth potential. Our growth strategy includes acquiring existing units, opening new units after market analysis, developing new club concepts that are consistent with our management and marketing skills, franchising our Bombshells brand, and developing and opening our Bombshells concept as our capital and manpower allow. All thirteen of the existing Bombshells as of December 31, 2023 were located in Texas. Our growth strategy is to diversify our operations with these units which do not require SOB licenses, which are sometimes difficult to obtain. While we are searching for adult nightclubs to acquire, we are able to also search for restaurant/sports bar locations that are consistent with our income targets. We continue to evaluate opportunities to acquire new nightclubs and anticipate acquiring new locations that fit our business model as we have done in the past. The acquisition of additional clubs may require us to take on additional debt or issue our common stock, or both. There can be no assurance that we will be able to obtain additional financing on reasonable terms in the future, if at all, should the need arise. An inability to obtain such additional financing could have an adverse effect on our growth strategy. 31 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk. As of December 31, 2023, there were no material changes to the information provided in Item 7A of the Company’s Annual Report on Form 10-K for fiscal year ended September 30, 2023.