Greetings. Gary Fishner is having some technical difficulties. This is Bradley. I just wanted to say welcome to RCI Hospitality Holdings fourth quarter and year-end earnings conference call. My name is Bradley Chhay. You can find the company's presentation on the RCI website. Go to Investor Relations section. All the links are on the top of the page. Please turn to slide two of our presentation. Our speakers today are Travis Reese, Interim President and CEO, and Albert Molina, Interim CFO. Please turn to slide three. RCI is making this call exclusively on X Spaces. To ask a question, you will need to join the space with a mobile device. To listen only, you can join the space on a personal computer. At this time, all participants are on listen-only mode. A Q&A session will follow after the call. The conference is being recorded. Please turn to page four.
I want to remind everyone of our safe harbor statement. You may hear or see forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those currently anticipated. We disclaim any obligation to update information disclosed in this call as a result of developments that occur afterwards. Please turn to page five. I also direct you to the explanation of Rick's non-GAAP financial. Now I'm pleased to introduce Travis Reese, Interim President and CEO. Take it away, Travis.
Thank you, Bradley. Thank you all for joining us. Please turn to slide six. I'm pleased to report that we filed our 10-K today and announced our fourth quarter and year-end results. All comparisons are year-over-year unless otherwise noted. Looking at the fourth quarter, nightclub revenues were nearly level despite continued economic uncertainty. Bombshells revenues primarily reflected the previously announced divestiture closure of five underperforming locations. Profitability primarily reflected higher non-cash legal accruals, increased income taxes, and lower impairments.
We also continue to make progress with our back-to-basics five-year capital allocation plan. Since we initiated the plan in Q4 2024, we divested of four Bombshells in leased locations, acquired three nightclubs, opened four new clubs and a Bombshells, attracted outside investment in one nightclub, sold two underperforming clubs, and continued to buy back shares. As of March 13, we've reduced the share count to approximately 7.7 million, about 14% lower than at year-end September 30, 2024. Now here's Albert to review our performance in more detail.
Thanks, Travis. Turning to slide seven. I'll start with a review of our fourth quarter results. All comparisons are year-over-year for the quarter unless otherwise noted. Total revenues were $79 million compared to $73.2 million. A difference of $2.3 million primarily reflected five fewer Bombshells-related locations, partially offset by new nightclub locations. Corporate expenses totaled $15.4 million compared to $7.1 million. The difference of approximately $8.3 million primarily reflected the establishment of a legal reserve. Impairments and other charges were $3.7 million compared to $10.1 million, a difference of $6.4 million. Income tax was a $1 million expense compared to a $0.8 million benefit.
Net income attributable to RCIHH common shareholders was a loss of $5.5 million compared to a profit of $244,000. Loss per share was $0.63 compared to a positive EPS of $0.03. Net cash provided by operating activities was $13.7 million compared to $15.7 million. Free cash flow was level at $13.1 million due to lower maintenance CapEx in the current quarter. Adjusted EBITDA was $7.4 million compared to $17.9 million. Non-GAAP loss per share was $0.12 compared to a profit of $1.63. Moving to slide eight. I will now cover our fourth quarter results by segment, beginning with nightclubs. Again, all comparisons are year-over-year for the quarter unless otherwise noted.
Revenues totaled $60.9, up 0.4%. Key factors included contributions from four new clubs acquired or opened in the second and third quarters and sales from two smaller rebranded and/or reformatted Texas clubs, not in same-store sales base. This was partially offset by the decline in same-store sales and reduced sales from closing Dallas Show Club in the fourth quarter of 2025 for reformatting and from Baby Dolls Fort Worth due to the fire. By revenue type, food, merchandise and other increased 4.3%. Service increased 1.5% and LBW declined 2%. I'd like to point out that some clubs stood out, such as Rick's Cabaret in Fort Worth, one of the star locations of the Landman TV series, Rick's Cabaret in New York City, Rick's Cabaret in Pittsburgh and Jaguars Club in Phoenix.
Other net charges totaled $2.1 million compared to $6.9 million. This primarily reflected impairments in both periods. Operating income was $16.3 million compared to $13 million, and margin was 26.8% of segment revenues compared to 21.5%. Non-GAAP operating income, which excludes other net charges, was $19.1 million compared to $20.5 million. Margin was 31.3% of segment revenues compared to 33.8%. On slide nine are just the Bombshells segment. Revenues totaled $9.4 million, a decrease of $2.6 million. Key factors included fewer locations and the decline in same-store sales. This was partially offset by the opening of new locations in Denver, Colorado in January 2025 and Lubbock, Texas in early July 2025.
Other net charges totaled $1.6 million compared to $3.2 million, which primarily reflected impairments in both periods. There was an operating loss of $1.6 million compared to a loss of $2.6 million. On a non-GAAP basis, which excludes impairments, there was an operating income of $29,000 compared to $649,000. I'd like to point out the focus for Bombshells is profitability, not sales. While same-store sales are down, profitability is improving. Moving to slide 10, you will see a summary of our corporate expenses. As I mentioned, GAAP expenses totaled $15.4 million, with non-GAAP slightly less. Both reflected the non-cash legal accrual. GAAP corporate expense margin was 21.8% of revenue. Excluding legal accrual, it was about 9%. Please turn to slide 11.
We have slides coming up that discuss free cash flow and Aa djusted EBITDA, which are non-GAAP. In advance of that, we wanted to present the closest GAAP equivalence, which are operating income, net cash provided by operations and net income. Slide 12, please. We ended the fourth quarter with cash and cash equivalents of $33.7 million, up $4.4 million from June 30. During the quarter, we used $2.7 million to buy back shares. Free cash flow continued in the thirties for the second quarter in a row. As a percentage of revenues, free cash flow margin was 18%, virtually level with the year-ago quarter. The Adjusted EBITDA margin was 10% of revenues. Excluding legal accrual, it was about 23%. Turn to slide 13.
Debt declined to $5.5 million from June thirtieth, primarily reflecting scheduled paydowns . We continue to control the rate paid on our debt with weighted average interest rate of 6.64% compared to 6.67% in the year-ago quarter. Total occupancy cost was 8.1% of revenues, virtually the same as a year ago. Debt to trailing twelve months Adjusted EBITDA was 4.4-4.8x, mainly reflecting the impact of the fourth quarter legal accrual. Excluding that, it was about 3.83x. Debt maturities continue to remain reasonable and manageable, particularly in our plans to sell non-income-producing properties. Note that the first quarter of fiscal 2026 will include $22 million in two-year seller financing note from the ADW transaction. Now back to Travis.
Thank you, Albert. Please turn to slides 14 and 15 to review our capital allocation strategy and five-year plan. Our plan remains the same. We allocate approximately 40% of free cash flow to club acquisitions and 60% to share buybacks, debt reduction, and dividends. Our goal is to grow free cash flow per share by 10%-15% annually. Operationally, we're focusing on our core nightclub business. We review every club regularly to increase same-store sales. Underperformers will be rebranded, reformatted, or divested. We're currently generating about 70% of our income from 20% of our clubs, so there's significant opportunity to optimize our portfolio. Divesting underperformers will help us increase margins, and we can use sale proceeds to repurchase stock, acquire higher quality locations or reduce debt.
Our goal is to add an average of about $6 million of Adjusted EBITDA each year through acquisitions. We want to target strong clubs with an occasional strong group of clubs. Acquisition target metrics remain three to five times Adjusted EBITDA for clubs, fair market value for real estate, and 100% cash on cash return in three to five years. Purchases may use bank financing, cash, or seller notes. We may also use stock when our valuation improves. For Bombshells, we aim to improve existing locations, target 15% operating margins and return to same-store sales growth. We plan to finish the one location still under development. We'd like to sell the chain as a whole, but the market isn't right at the moment. Finally, we'll continue buying back stock, flexing up when prices look undervalued, and increasing dividends modestly.
Over the five years, we plan to generate more than $250 million in free cash flow and repurchase a significant quantity of shares. By fiscal 2029, our targets are $400 billion in revenue, $75 million in free cash flow, and 7.5 million shares outstanding. This cash flow per share is about $10 versus fiscal 2024. Please turn to slide 16 for an update on our progress. Some of these we've already reported. Divesting or closing underperforming Bombshells locations, acquiring three nightclubs, opening two new Bombshells and two new nightclubs, outside investment in Rick's Cabaret Austin, and selling a club in Harlem. To date, in fiscal 2026, a club in Edinburg, Texas for $1.1 million, recognizing a small loss and paying down debt.
Excluding the ADW transaction, we bought back approximately 153,000 shares in the open market since fiscal 2025 year-end through March 13, 2026. Currently, we're marketing three small non-performing clubs and their real estate. They have a combined estimated value of $7.5 million and associated debt of $3 million. We're also marketing eight non-income-producing properties. This group has a combined estimated value of $24.2 million and associated debt of $13.2 million. We're working to finish or build three more locations in the Greater Dallas area, including a Bombshells in Rowlett, a new Baby Dolls Fort Worth, and a rebuilt Baby Dolls Fort Worth. Please turn to slide 17 to review our long-term performance.
Since we implemented our capital allocation strategy at the end of fiscal 2015, we believe we've generated above average performance for a mature, publicly traded company. The standout is free cash flow compounding annually at about 11.8%, combined with buybacks that have reduced shares outstanding by approximately 1.6% on a compound annual basis. Now that we filed our 10-K, we hope to file our 10-Q relatively soon. Our agenda this year is continuing with our capital allocation plan, improving club and restaurant operations, selling excess real estate and underperforming locations, and deploying our cash to acquire additional clubs, reduce debt or repurchase shares. I'd like to thank our dedicated team members for their efforts and hard work and all of our shareholders who believe in us and make our success possible. Now back to Bradley.
Thank you, Travis and Albert. If you would like to ask a question, please raise your hand on the X. When you are finished, mute your microphone to eliminate background noise. We have a limited number of speaker spaces. After your question, we may move you back to the audience to free up space. Eric Langan, RCI's Founder and Head of M&A, will also be available on the Q&A. Please understand that we cannot discuss the legal situation in New York other than to reiterate that the company's statement that RCI, the individuals involved, and the three clubs have pled not guilty to all of the charges, are taking all necessary actions to defend themselves against the charges. On behalf of Travis, Albert, and Eric, the company and our subsidiaries, good night. Oh, sorry.
We might wanna do some Q&A first before you tell everybody good night, Bradley.
Right. Exactly. Hold on. I'm bringing on Orchard Wealth as a speaker. You'll have to unmute your microphone.
Hey, guys. How are you? Hey, obviously it's been a long time since I spoke with you guys. Question for you guys is, when do you think you'll be able to give us a ballpark when you'll be able to file the next quarterly for the first quarter?
We wanna file as soon as possible. We were obviously waiting on auditors. They're in their prime season because if you have a 12/31 year-end , their 75-day and 90-day filers are all coming up right now. They're in their prime work season. I'm gonna guess sometime in April, we will hopefully file the 10-Q based on their buy-in. I think most of our work is done, but you know, we have to get their work done as well.
Okay. For April, we've got the first quarter numbers will come out, plus the sales numbers for the second quarter will be announced at some point during the month.
Yes. That should be the case. We hope.
Right.
I mean, obviously, I can't, you know, guarantee-
No, no, I mean it's
The 10-Q will be filed. Yes, I believe at this point that that's a good outline. We'll definitely get the sales numbers out, though.
Okay. Your overall feeling in the space right now with just the environment as it is right now. You know, what's your read on the clubs and on Bombshells?
I mean, we've been doing very well. March Madness starts up today, so there's some games going on. We've had a pretty solid January and February so far. I believe we—you know, obviously last quarter, we only did $70.3 million revenue, I believe, and we were drastically affected by the 42-day close down. The close down is starting to hurt us now, though. As you know, if you've read in the papers and stuff that the airplane travel, so you have a lot of business travelers. But at the same time, some business travelers are getting stuck in cities, and they're ending up at our clubs 'cause they're stuck overnight 'cause their planes or flights got canceled. They can't get through security in time.
It's kind of unknown how that's going to play out if this continues long term. Hopefully, our government will become functional again at some period and get these TSA agents paid and back to work. But overall, it's been good. You know, there might be a little concern with oil prices, but oil is good, great for a lot of our markets, especially in Texas. That's kind of, I think, almost a zero-sum game for us. Not gonna change a lot in that regard. But we are seeing prices come down on some food items and what not. The liquor companies are getting more competitive 'cause less people are drinking, so they're getting more competitive. That's always good for our business and our costs.
As you see, our costs fell down to, like, 13.1%, I think, cost of goods for the quarter.
For this past quarter, and I'm hoping we'll continue to see that, as we move into the next six months, 'cause this data is a little bit old, but it is, it has continued.
Okay. Then the auditors made you guys do some minor impairments and then obviously have a large set aside in reserves for this legal thing. There's-
Yeah. If you want, give me a second.
Yeah.
I'd like to talk about the reserves because the reserves have drastically affected the numbers for this quarter. I'd like to keep everybody's focus. If you remember, we always say our focus needs to be on free cash flow, 'cause we think that's the best metric for how we're performing. Our free cash flow is $45.4 million approximately. Legal reserve is about $9 million. I would like to remind everybody also, we had no insurance last year, so we had to do all these reserves for insurance, which we don't normally do. Normally, insurance costs us about $5.5 million a year. We reserved $9.5 million for last year. Total reserves in 2025 were $18.5 million.
you know, compared to a cost last year of about $5.5 million for the previous year, $5.5 million for the insurance, for the G&L and liquor liability insurances. There's a significant room there. If these reserves aren't used, you know, we will see those, we'll see the add back in future quarters as well. If they are expensed, then, you know, if expenses do come out, then they're already reserved for, so they won't affect, they won't negatively affect forward-going earnings.
The idea basically is the reserves that you put aside in this quarter. We're not probably gonna see any sort of, or at least it doesn't look like we'll see any surprises that will come in 2026. That's kind of in the background now.
I think so. I mean, I don't know. $9 million legal reserve is a huge number to me. But that's the estimates that everybody gave. I think that's, you know, go through trial and everything. You know, I don't disagree with the number. I think it's strong. But like you said, it will eliminate any possible, I think, any possible surprises in legal expenses or insurance costs for 2025 in the future.
Okay, great. Thank you.
Yeah.
All right. Next up, we're gonna take Maxwell Ellis, RBC Capital Markets . Make sure you unmute your microphone. You should be on a speaker now, Maxwell. You just have to unmute.
First off, I'd like to say I think we're all wishing you guys the best of luck in your trial case. I think we're all crossing our fingers and rooting for you. Got two questions. The first one is on the capital allocation strategy. Just given where the current share price is, how do you guys balance between acquiring clubs, paying down debt, and buying back shares, given, you know, in today's environment, I think buying back shares might make a little bit more sense than acquiring clubs or paying down debt.
Well, as you can see from Albert's announcement that since the end of the fiscal year, we've bought another 153,000 shares in addition to buying back 820,000 shares in the ADW Capital transaction. We're using 100% of our free cash flow to buy back our shares because why set aside 40% to make club acquisitions at a higher valuation than we can buy back our existing? Is kind of my philosophy on it. We are pouring our cash into the stock buyback, you know, when it's down here at these levels. Anything under what we paid ADW Capital, I think we just buy stock.
We think that's, you know. We had a fairness opinion done on that ADW Capital transaction and, you know, so that's a fair value for the company. Why would we go out and buy other stuff? We just use all of our cash we can to stock.
Fantastic. That is exactly what I was hoping you'd say. I'm using all my cash for stock. I think we're in the same boat.
I think in the long run, we're both gonna come out way ahead, so.
Second question. Last earnings call, I believe, some figures were discussed in between call it $65 -85 million of real estate value. I know you guys have had a couple of press releases on the real estate transactions. Is the total number to think about still in the $65 -85 million range, or is it, hey, this year it's gonna be closer to like $32 -34 million?
Well, I think you're confusing the non-income-producing assets with the Bombshells sales. We have somewhere between, I think it was in there, they listed at $24 million left in real estate and about $7 million in underperforming clubs that we have for sale. So call that $30 million on the round side. The $65 -85 million is the valuation for the entirety of the Bombshells operations real estate that we've been shopping with certain private equity groups in that range.
Gotcha.
In that $65 in -85 million range. Yeah.
That really helps. I really appreciate it. You know, thank you, guys, and best of luck.
Yeah. Thank you.
This is Bradley. If you would like to speak, raise your hand and I'll pull you up. Just give it a few seconds. We got nobody else. Eric, do you wanna say anything in closing?
Yeah, just one final thing. I'd just like to bring up that the, you know, if you look at our nightclub mix, it's been fairly consistent between alcohol sales. I know there's been a lot of articles out there that people aren't drinking anymore. I would beg to differ with those things. They may be spending less on alcohol. But they are still fairly consistent at our clubs in alcohol between 40%-43%. Alcohol sales with about 17%-18% for food and other service revenues in the 40%-42% range as well. I'm not too worried. I've been getting a lot of questions and calls recently about, you know, are people drinking because of all the media.
I would add that we've also added mocktails. We've added a lot of specialty, not as high alcohol content, like one-third alcohol content drinks and stuff like that to our menus, and to some of the clubs. We're doing very well in that regard with it. Also, on the Bombshells, we've made some major changes January, February, March, and I think you're gonna see some of those results as we get the May financials out, but definitely in the April, May, June after we open Rowlett, which will be a flagship location for us. We continue to.
I call it a conversion because for about the last three years, the Bombshells management team really turned Bombshells from a sports bar and restaurant into a restaurant that had a sports bar in it. Our concept now is going back to its roots, where we are a sports bar that has good food, not a restaurant that has a mediocre sports bar. With that focus, we're our percent of alcohol sales increase in Bombshells back to where it used to be, around 60%-65%, up from, I think this year was 52%. I think we're gonna see that continue to increase. My internal goal is to get that to at least a 40 split, and the ultimate goal would be to be a 65/35 for Bombshells.
At that point, they become very highly profitable again. As I've studied and got into this, especially as we started looking to sell the old concept, the biggest change in net incomes and in operating detail and in terms of sales, so going into the POS data, is that we've really lost our bar business. That's what we do best. We're in the bar business. We're gonna be back focused on that. That focus started in mid-January, and we're seeing some pretty good results at the two locations where we've started to kind of change the concept in. As of the first week of March, we're now pushing all of those changes across the entire chain.
I'm very hopeful that when we put some numbers out and we talk in May, that gonna have some pretty good news for everybody on that front. That's all I got, Brad.
On behalf of Travis, Albert, and Eric, the company and our subsidiaries, thank you and good night. Please visit one of our clubs or restaurants and have a great time. Thank you so much.