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Acquisitions and Dispositions (Tables) | 12 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Schedule of Business Acquisitions, by Acquisition | The 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 |
The fair value of the consideration transferred is as follows:
Cash | $ | 25,000 |
Notes payable | 25,500 |
Common stock | 12,847 |
Total consideration fair value | $ | 63,347 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is our 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 |
The following is our 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 |
The following is our 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 |
The following is our allocation of the fair value of the acquisition price (in thousands) as of October 26, 2022:
Current assets | $ | 64 |
Property and equipment | 4,884 |
Licenses | 1,170 |
Tradename | 340 |
Accrued liability | (95) |
Deferred tax liability | (363) |
Total net assets acquired | 6,000 |
Goodwill | 2,905 |
Acquisition price fair value | $ | 8,905 |
The following is our allocation of the fair value of the acquisition price (in thousands) as of March 16, 2023:
Current assets | $ | 632 |
Property and equipment | 16,570 |
Licenses | 36,110 |
Tradename | 6,328 |
Accounts payable | (632) |
Total net assets acquired | 59,008 |
Goodwill | 4,339 |
Acquisition price fair value | $ | 63,347 |
Schedule of Unaudited Pro Forma Combined Results of Operations | During fiscal 2024, 2023, and 2022 (from the date of acquisition), the eleven acquired clubs contributed the following, which are included in our consolidated statements of income (in thousands):
| 2024 |  | 2023 |  | 2022
Revenues | $ | 39,383 |  |  | $ | 40,563 |  |  | $ | 35,437 |
Income from operations | $ | 8,662 |  |  | $ | 11,372 |  |  | $ | 12,525 |
The following table presents the unaudited pro forma combined results of operations of the Company and the eleven acquired clubs and related assets as though the acquisition occurred at the beginning of fiscal 2021 (in thousands, except per share amounts and number of shares):
| 2024 |  | 2023 |  | 2022
Pro forma revenues | $ | 295,604 |  |  | $ | 293,790 |  |  | $ | 269,347 |
Pro forma net income attributable to RCIHH common stockholders | $ | 3,011 |  |  | $ | 29,246 |  |  | $ | 45,623 |
Pro forma earnings per share - basic and diluted | $ | 0.33 |  |  | $ | 3.13 |  |  | $ | 4.86 |
Pro forma weighted average number of common shares outstanding - basic and diluted | 9,250,245 |  | 9,335,983 |  | 9,383,445
During fiscal 2024 and 2023 (from the date of acquisition), the five acquired clubs contributed the following, which are included in our consolidated statements of income (in thousands):
| 2024 |  | 2023
Revenues | $ | 34,781 |  |  | $ | 16,132 |
Income from operations | $ | 8,279 |  |  | $ | 4,827 |
The following table presents the unaudited pro forma combined results of operations of the Company and the five acquired clubs and related assets in the March 16, 2023 acquisition transaction above as though the acquisition occurred at the beginning of fiscal 2022 (in thousands, except per share amount and number of shares):
| 2024 |  | 2023 |  | 2022
Pro forma revenues | $ | 295,604 |  |  | $ | 306,729 |  |  | $ | 291,764 |
Pro forma net income attributable to RCIHH common stockholders | $ | 3,011 |  |  | $ | 28,329 |  |  | $ | 51,198 |
Pro forma earnings per share - basic and diluted | $ | 0.33 |  |  | $ | 3.01 |  |  | $ | 5.34 |
Pro forma weighted average number of common shares outstanding - basic and diluted | 9,250,245 |  | 9,426,942 |  | 9,583,445

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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 + Details
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