What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-28 · 112 added, 78 removed, 541 unchanged (26% of the section changed)

3 unchanged sentences

(in thousands, except number of shares)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ ( 4,868 ) $ 12,259

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 1,633 $ 16,319

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 12,234 11,237

6 unchanged sentences

Gain on insurance ( 294 ) ( 1,879 )

Credit loss reversal on notes receivable ( 11 ) —

Credit loss expense (reversal) on notes receivable ( 11 ) 27

Premium on stock repurchase 9,885 —

21 unchanged sentences

Net cash used in financing activities ( 32,693 ) ( 16,350 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 6,819 ) 313

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 7,305 ) ( 2,753 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 33,709 32,350

4 unchanged sentences

(in thousands, except per share and number of share data)

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

13 unchanged sentences

Depreciation and amortization 4,030 3,892 12,234 11,237

Impairments and other charges (gains), net

7,649 2,127 7,866 ( 117 )

Impairments and other charges, net 26 2,349 7,892 2,232

Total operating expenses 60,971 62,432 185,673 177,714

4 unchanged sentences

Non-operating gains (losses), net 31 ( 5 ) ( 9,850 ) 974

Income (loss) before income taxes ( 617 ) 4,262 ( 3,717 ) 15,174

Income tax expense (benefit) ( 398 ) 1,068 1,151 2,915

Net income (loss) ( 219 ) 3,194 ( 4,868 ) 12,259

Net loss (income) attributable to noncontrolling interests ( 107 ) 37 ( 192 ) ( 4 )

Net income (loss) attributable to RCIHH common stockholders $ ( 326 ) $ 3,231 $ ( 5,060 ) $ 12,255

Earnings (loss) per share

Income before income taxes 8,631 4,793 4,914 19,967

Income tax expense 2,130 733 3,281 3,648

Net income 6,501 4,060 1,633 16,319

Net income attributable to noncontrolling interests ( 150 ) ( 2 ) ( 342 ) ( 6 )

Net income attributable to RCIHH common stockholders $ 6,351 $ 4,058 $ 1,291 $ 16,313

Earnings per share

Basic and diluted $ 0.83 $ 0.46 $ 0.16 $ 1.84

32 unchanged sentences

Balance at March 31, 2026 7,686,000 77 26,880 203,094 — — 2,480 232,531

Purchase of treasury shares — — — — ( 41,500 ) ( 1,026 ) — ( 1,026 )

Canceled treasury shares ( 41,500 ) ( 1 ) ( 1,025 ) — 41,500 1,026 — —

Excise tax on stock repurchases — — ( 11 ) — — — — ( 11 )

Payment of dividends ($ 0.08 per share)

— — — ( 611 ) — — — ( 611 )

Payments to noncontrolling interests — — — — — — ( 26 ) ( 26 )

Net income — — — 6,351 — — 150 6,501

Balance at June 30, 2026

7,644,500 $ 76 $ 25,844 $ 208,834 — $ — $ 2,604 $ 237,358

Balance at September 30, 2024

16 unchanged sentences

Balance at March 31, 2025 8,832,125 88 55,925 212,772 — — ( 246 ) 268,539

Purchase of treasury shares — — — — ( 75,325 ) ( 3,044 ) — ( 3,044 )

Canceled treasury shares ( 75,325 ) ( 1 ) ( 3,043 ) — 75,325 3,044 — —

Excise tax on stock repurchases — — ( 30 ) — — — — ( 30 )

Payment of dividends ($ 0.07 per share)

— — — ( 614 ) — — — ( 614 )

Stock-based compensation — — 392 — — — — 392

Net income — — — 4,058 — — 2 4,060

Balance at June 30, 2025

8,756,800 $ 87 $ 53,244 $ 216,216 — $ — $ ( 244 ) $ 269,303

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except par value and number of shares)

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Current assets

30 unchanged sentences

20,000,000 shares authorized;

7,686,000 and 8,684,061 shares issued and outstanding as of March 31, 2026, and September 30, 2025, respectively

7,644,500 and 8,684,061 shares issued and outstanding as of June 30, 2026, and September 30, 2025, respectively

Additional paid-in capital 25,844 50,908

12 unchanged sentences

They do not include all information and footnotes required by GAAP for complete financial statements.

The September 30, 2025 consolidated balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP.

The consolidated balance sheet data as of September 30, 2025, were derived from audited financial statements but do not include all disclosures required by GAAP.

However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended September 30, 2025, included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 19, 2026.

1 unchanged sentence

In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made.

Operating results for the six months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.

Operating results for the nine months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.

Recent Accounting Standards and Pronouncements

18 unchanged sentences

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

Six Months Ended March 31,

Nine Months Ended June 30,

Cash paid during the period for:

2 unchanged sentences

$ 2,656 $ 4,310

Restricted cash, included in other assets (at end of period) $ — $ 250

Noncash investing and financing transactions:

5 unchanged sentences

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

Subsequent to the balance sheet date through May 22, 2026, we repurchased 41,500 shares of our common stock at an average price of $ 24.72 per share.

Segment Information

10 unchanged sentences

The Other category below includes our media and energy drink divisions that are not significant to the consolidated financial statements.

In adopting ASU 2023-07, we recast one of our shared-services subsidiary from Other to Corporate.

In adopting ASU 2023-07, we recast one of our shared-services subsidiaries from Other to Corporate.

We also recast three previously planned and previously reported casino-related subsidiaries classified in Other to Nightclubs and Bombshells.

4 unchanged sentences

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

Nightclubs Bombshells Total Nightclubs Bombshells Total

16 unchanged sentences

Interest expense, net ( 4,368 ) ( 3,915 )

Elimination of intersegment loss 36 11

Elimination of intersegment income ( 1 ) ( 57 )

Unallocated corporate overhead ( 7,503 ) ( 9,335 )

Consolidated income (loss) before income taxes $ ( 617 ) $ 4,262

Consolidated income before income taxes $ 8,631 $ 4,793

Segment capital expenditures $ 367 $ 831 $ 1,198 $ 1,972 $ 1,278 $ 3,250

6 unchanged sentences

Segment Information — continued

Six Months Ended March 31, 2026 Six Months Ended March 31, 2025

Nine Months Ended June 30, 2026 Nine Months Ended June 30, 2025

Nightclubs Bombshells Total Nightclubs Bombshells Total

16 unchanged sentences

Interest expense, net ( 13,052 ) ( 11,797 )

Elimination of intersegment loss (income) 1 ( 23 )

Elimination of intersegment income — ( 80 )

Unallocated corporate overhead ( 31,732 ) ( 24,442 )

Consolidated income (loss) before income taxes $ ( 3,717 ) $ 15,174

Consolidated income before income taxes $ 4,914 $ 19,967

Segment capital expenditures $ 2,300 $ 2,488 $ 4,788 $ 4,218 $ 6,924 $ 11,142

3 unchanged sentences

Consolidated capital expenditures $ 5,724 $ 12,289

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Nightclubs Bombshells Total Nightclubs Bombshells Total

9 unchanged sentences

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total

7 unchanged sentences

$ 62,981 $ 10,793 $ 165 $ 73,939 $ 62,336 $ 8,609 $ 200 $ 71,145

Six Months Ended March 31, 2026 Six Months Ended March 31, 2025

Nine Months Ended June 30, 2026 Nine Months Ended June 30, 2025

Nightclubs Bombshells Other Total Nightclubs Bombshells Other Total

13 unchanged sentences

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 receivable, net in our unaudited condensed consolidated balance sheets.

The Company’s unconditional right to consideration for goods and services transferred to the customer is included in receivables, net in our unaudited condensed consolidated balance sheets.

A reconciliation of contract liabilities with customers is presented below (in thousands):

2 unchanged sentences

Received/Recognized Recognized in

Revenue Balance at March 31, 2026

Revenue Balance at June 30, 2026

Ad revenue $ 45 $ 261 $ ( 247 ) $ 59

53 unchanged sentences

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

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

13 unchanged sentences

Total selling, general, and administrative expenses $ 25,372 $ 26,140 $ 73,273 $ 75,247

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

Three Months Ended March 31, Six Months Ended March 31,

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

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

4 unchanged sentences

Gain on insurance ( 107 ) ( 1,134 ) ( 330 ) ( 2,151 )

Total impairments and other charges (gains), net

$ 7,649 $ 2,127 $ 7,866 $ ( 117 )

Total impairments and other charges, net $ 26 $ 2,349 $ 7,892 $ 2,232

The components of non-operating gains (losses), net are as follows (in thousands):

Three Months Ended

March 31, Six Months Ended

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

10 unchanged sentences

The note is payable in monthly payments of principal and interest of $ 1.0 million for 23 months with the remaining balance paid at maturity.

Future maturities of debt obligations as of March 31, 2026, are as follows (in thousands):

Regular Amortization Balloon Payments Total Payments

April 2026 - March 2027 $ 27,374 $ 6,500 $ 33,874

April 2027 - March 2028 23,694 10,548 34,242

April 2028 - March 2029 17,645 9,451 27,096

April 2029 - March 2030 19,043 — 19,043

April 2030 - March 2031 15,306 — 15,306

Thereafter 35,288 86,060 121,348

$ 138,350 $ 112,559 $ 250,909

On May 15, 2026, in relation to eleven 12 % unsecured promissory notes included in the above-mentioned debt modification on October 1, 2025, the Company extended several notes and added one new investor note to mature in October 2028, which total principal amount to $ 2.55 million.

1 unchanged sentence

The promissory notes continue to bear a 12 % annual interest rate with interest-only monthly installments until full balance at maturity.

Income tax was a $ 398,000 benefit and a $ 1.1 million expense during the three months ended March 31, 2026, and 2025, respectively.

The effective income tax rate was approximately 64.5 % and 25.1 % for the three months ended March 31, 2026, and 2025, respectively.

Income tax expense was $ 1.2 million and $ 2.9 million during the six months ended March 31, 2026, and 2025, respectively.

The effective income tax rate was approximately 31.0 % and 19.2 % for the six months ended March 31, 2026, and 2025, respectively.

Our effective income tax rate is affected by state taxes, permanent differences, and tax credits, including the FICA tip credit, for both years, and the impact of the nondeductible premium on stock repurchase on a pretax loss during the current year, particularly a low pretax loss in the current quarter.

Future maturities of debt obligations as of June 30, 2026, are as follows (in thousands):

Regular Amortization Balloon Payments Total Payments

July 2026 - June 2027 $ 28,554 $ 1,001 $ 29,555

July 2027 - June 2028 20,988 13,200 34,188

July 2028 - June 2029 17,554 9,518 27,072

July 2029 - June 2030 18,452 — 18,452

July 2030 - June 2031 15,311 — 15,311

Thereafter 31,511 86,060 117,571

$ 132,370 $ 109,779 $ 242,149

Income tax expense was $ 2.1 million and $ 733,000 during the three months ended June 30, 2026, and 2025, respectively.

The effective income tax rate was approximately 24.7 % and 15.3 % for the three months ended June 30, 2026, and 2025, respectively.

Income tax expense was $ 3.3 million and $ 3.6 million during the nine months ended June 30, 2026, and 2025, respectively.

The effective income tax rate was approximately 66.8 % and 18.3 % for the nine months ended June 30, 2026, and 2025, respectively.

The Company or one of its subsidiaries files income tax returns in the U.S.

70 unchanged sentences

, is in its early stage, and a potential loss cannot yet be estimated.

On July 23, 2026, a shareholder derivative action was filed in in the Southern District of Texas, Houston Division against officers and directors Eric S.

Langan, Yura Barabash, Bradley Chhay, Luke Lirot, Elaine J.

Martin, Arthur A.

Priaulx, and Travis Reese, as well as the Company as a nominal defendant.

The action alleges that the individual officers and directors breached their fiduciary duties by failing to adequately monitor issues related to the indictment filed by the NY AG and other related issues.

The action asserts claims for breaches of fiduciary duties respectively owed by the directors and officers.

The complaint seeks injunctive relief, damages, restitution, costs, and attorneys’ fees.

The case, Snyder v.

Langan, et al.

, is in its early stage, and a potential loss cannot yet be estimated.

On August 3, 2026, a shareholder derivative action was filed in in the Southern District of Texas, Houston Division against officers and directors Eric S.

Langan, Yura Barabash, Bradley Chhay, Luke Lirot, Elaine J.

Martin, Arthur A.

Priaulx, and Travis Reese, as well as the Company as a nominal defendant.

The action asserts claims for breaches of fiduciary duties respectively owed by the directors and officers, among other claims.

The complaint seeks injunctive relief, damages, restitution, costs, and attorneys’ fees.

The case, Barbin v.

Langan, et al.

, is in its early stage, and a potential loss cannot yet be estimated.

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies — continued

Illinois BIPA Matter

11 unchanged sentences

The cash settlement was paid in full in July 2025 and the VIP cards were issued in December 2025, with unclaimed VIP cards amounting to $ 1.23 million.

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies — continued

On June 23, 2014, Mark H.

23 unchanged sentences

Lawsuits are handled by attorneys with an expertise in the relevant law and are defended vigorously.

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies — continued

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.

3 unchanged sentences

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.

The Company recorded lawsuit settlements incurred, net of recoveries, amounting to net settlements of $ 207,000 and net recoveries of $ 595,000 for the three and six months ended March 31, 2026, respectively, and net settlements of $ 127,000 and $ 306,000 for the three and six months ended March 31, 2025, respectively.

As of March 31, 2026, and September 30, 2025, the Company has accrued $ 2.8 million and $ 4.2 million, respectively, related to settlement of lawsuits, which is included in accrued liabilities in our unaudited condensed consolidated balance sheets.

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded lawsuit settlements incurred, net of recoveries, amounting to net settlements of $ 92,000 and net recoveries of $ 503,000 for the three and nine months ended June 30, 2026, respectively, and net settlements of $ 3.3 million and $ 3.6 million for the three and nine months ended June 30, 2025, respectively.

As of June 30, 2026, and September 30, 2025, the Company has accrued $ 2.8 million and $ 4.2 million, respectively, related to settlement of lawsuits, which is included in accrued liabilities in our unaudited condensed consolidated balance sheets.

Related Party Transactions

1 unchanged sentence

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 March 31, 2026, and September 30, 2025, was $ 135.2 million and $ 139.6 million, respectively.

Included in the debt balance as of March 31, 2026, and September 30, 2025, is a note borrowed from a related party for $ 350,000 and $ 150,000 , respectively, from a brother of the Company's former CFO, Bradley Chhay, in which the terms of the note is the same as the rest of the lender group.

The balance of our commercial bank indebtedness, net of debt discount and issuance costs, as of June 30, 2026, and September 30, 2025, was $ 132.8 million and $ 139.6 million, respectively.

Included in the debt balance as of June 30, 2026, and September 30, 2025, is a note borrowed from a related party for $ 350,000 and $ 150,000 , respectively, from a brother of the Company's former CFO, Bradley Chhay, in which the terms of the note is the same as the rest of the lender group.

We used the services of Tall Oak Custom Furniture and Nottingham Barrels and Furniture, previously Nottingham Creations, all furniture fabrication companies that manufacture tables, chairs and other furnishings for our Bombshells locations, as well as providing ongoing maintenance.

Tall Oak Custom Furniture and Nottingham Barrels and Furniture are owned by a brother of Eric Langan (as was Nottingham Creations).

Amounts billed to us for goods and services provided by Tall Oak Custom Furniture, Nottingham Barrels and Furniture, and Nottingham Creations were $ 0 and $ 3,974 during the three months ended March 31, 2026, and 2025, respectively, and $ 0 and $ 6,754 during the six months ended March 31, 2026, and 2025 , respectively.

As of March 31, 2026, and September 30, 2025, we owed Tall Oak Custom Furniture, Nottingham Barrels and Furniture, and Nottingham Creations $ 0 and $ 3,312 , respectively, in unpaid billings.

Amounts billed to us for goods and services provided by Tall Oak Custom Furniture, Nottingham Barrels and Furniture, and Nottingham Creations were $ 3,793 and $ 12,344 during the three months ended June 30, 2026, and 2025, respectively, and $ 3,793 and $ 19,098 during the nine months ended June 30, 2026, and 2025 , respectively.

As of June 30, 2026, and September 30, 2025, we owed Tall Oak Custom Furniture, Nottingham Barrels and Furniture, and Nottingham Creations $ 0 and $ 3,312 , respectively, in unpaid billings.

TW Mechanical LLC 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 2026 and 2025.

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 $ 0 and $ 0 for the three months ended March 31, 2026, and 2025, respectively, and $ 0 and $ 0 for the six months ended March 31, 2026, and 2025, respectively.

Amounts billed directly to the Company were $ 7,550 and $ 681 for the three months ended March 31, 2026, and 2025, respectively, and $ 7,550 and $ 1,401 for the six months ended March 31, 2026, and 2025.

As of March 31, 2026, and September 30, 2025, the Company owed TW Mechanical $ 6,565 and $ 0 , respectively, in unpaid direct billings.

Amounts billed by TW Mechanical to the third-party general contractor were $ 0 and $ 0 for the three months ended June 30, 2026, and 2025, respectively, and $ 0 and $ 0 for the nine months ended June 30, 2026, and 2025, respectively.

Amounts billed directly to the Company were $ 41,359 and $ 455 for the three months ended June 30, 2026, and 2025, respectively, and $ 48,909 and $ 1,856 for the nine months ended June 30, 2026, and 2025.

As of June 30, 2026, and September 30, 2025, the Company owed TW Mechanical $ 801 and $ 0 , respectively, in unpaid direct billings.

RCI HOSPITALITY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Total lease expense included in selling, general and administrative expenses in our unaudited condensed consolidated statements of income for the three and six months ended March 31, 2026, and 2025 is as follows (in thousands):

Three Months Ended March 31, Six Months Ended March 31,

Total lease expense included in selling, general and administrative expenses in our unaudited condensed consolidated statements of income for the three and nine months ended June 30, 2026, and 2025 is as follows (in thousands):

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

1 unchanged sentence

Variable lease expense 407 435 1,162 1,194

Short-term and other lease expense (includes $ 89 and $ 89 recorded in advertising and marketing for the three months ended March 31, 2026, and 2025, respectively, and $ 183 and $ 191 for the six months ended March 31, 2026, and 2025, respectively;

and $ 190 and $ 133 recorded in repairs and maintenance for the three months ended March 31, 2026, and 2025, respectively, and $ 343 and $ 275 for the six months ended March 31, 2026, and 2025, respectively;

Short-term and other lease expense (includes $ 103 and $ 103 recorded in advertising and marketing for the three months ended June 30, 2026, and 2025, respectively, and $ 286 and $ 294 for the nine months ended June 30, 2026, and 2025, respectively;

and $ 170 and $ 140 recorded in repairs and maintenance for the three months ended June 30, 2026, and 2025, respectively, and $ 513 and $ 415 for the nine months ended June 30, 2026, and 2025, respectively;

366 337 1,068 995

Total lease expense, net $ 1,869 $ 1,759 $ 3,767 $ 3,605

Total lease expense $ 1,925 $ 1,850 $ 5,692 $ 5,455

Other information:

2 unchanged sentences

Weighted average discount rate – operating leases 5.8 % 5.8 %

Future maturities of operating lease liabilities as of March 31, 2026, are as follows (in thousands):

Future maturities of operating lease liabilities as of June 30, 2026, are as follows (in thousands):

Principal Payments Interest Payments Total Payments

April 2026 - March 2027 $ 3,379 $ 1,516 $ 4,895

April 2027 - March 2028 3,003 1,325 4,328

April 2028 - March 2029 2,814 1,155 3,969

April 2029 - March 2030 2,659 985 3,644

April 2030 - March 2031 2,469 841 3,310

July 2026 - June 2027 $ 3,370 $ 1,466 $ 4,836

July 2027 - June 2028 2,865 1,281 4,146

July 2028 - June 2029 2,851 1,112 3,963

July 2029 - June 2030 2,535 947 3,482

July 2030 - June 2031 2,514 806 3,320

Thereafter 14,036 1,879 15,915

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements