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This excerpt taken from the RICK 8-K filed Sep 29, 2009. Eric Langan, President and CEO
of Rick’s Cabaret, said the acquisition is expected to add revenues of $2.5 to
$3 million annually and EBITDA (earnings before income tax, depreciation and
amortization) of between $800,000 and $1 million. The company will also receive
an option to purchase the five-acre property on which the club sits within 19
months for approximately $2.4 million.
The
purchase marks the first step in the resumption of the company’s expansion
through acquisition of additional clubs at purchase prices in the 2-3 times
EBITDA range, which Mr. Langan discussed during the company’s most recent
conference call with investors. The company acquired six clubs in 2008 as part
of what it views as the consolidation of the upscale gentlemen’s club
business.
“The
Cabaret North acquisition gives us an even stronger position in the Dallas-Ft.
Worth market,” said Mr. Langan. “We achieve further management efficiencies,
stronger buying power and brand name value. It’s a first class establishment and
we expect that it will show strong growth as we imprint the Rick’s brand of
hospitality, service and entertainment.”
The
two-story Cabaret North was built in mid-2008 and is centrally located at 5316
Superior Parkway near the intersection of I-820 and Routes 287/81, and close to
the regional This excerpt taken from the RICK 8-K filed Aug 11, 2009. Eric Langan,
President and CEO of the company. “We already have several targets of interest, but we want to talk with other possible acquisition candidates at the This excerpt taken from the RICK DEF 14A filed Jul 7, 2009. Eric S. Langan, age 41, has been a Director of the Company since 1998 and the President of the Company since March 1999. Mr. Langan has been involved in the adult entertainment business since 1989. From January 1997 through the present, he has held the position
of President with X.T.C. Cabaret, Inc. From November 1992 until January 1997, Mr. Langan was the President of Bathing Beauties, Inc. Since 1989, Mr. Langan has exercised managerial control over the grand openings and operations of more than twelve adult entertainment businesses. Through these activities, Mr. Langan has acquired the knowledge and skills necessary to successfully operate adult entertainment businesses.
This excerpt taken from the RICK 8-K filed May 5, 2009. Eric Langan, President and CEO of Rick’s Cabaret. “This gives our company more flexibility,
enables us to retain more of our cash flow and will permit us to resume our acquisition program without issuing more equity at our currently low share price.”
As part of the restructuring, Rick’s Cabaret renegotiated the terms of Lock-Up/Leak-Out agreements with sellers of certain clubs it has purchased in recent years. Under these agreements the sellers have the right to have Rick’s Cabaret purchase a certain number of its shares of common stock issued as payment for the acquisitions.
“By extending the time frame of the put options and converting some of the puts to debt, cash outlays that may be due have been deferred to future years,” Mr. Langan said.
Under the original Lock-Up/Leak-Out agreements, the potential existed that 233,438 shares could be put to the company in the 12 months starting June 1, 2009 at a potential cost of $5.2 million. Under the renegotiated plan the number of shares the company could be required to buy in this period has been reduced to 181,242 at a potential cost
of $4 million. Mr. Langan also noted that each one dollar increase in the company’s stock price reduces the potential cash outlay by almost $600,000 over the term of the puts.
The company also extended by two years, until November 30, 2012, the payment of $10 million in promissory notes to the previous owners of Tootsie’s Cabaret in Miami Gardens, FL. The balloon payment originally was due November 30, 2010.
In addition, Rick’s Cabaret renegotiated the terms of its purchase agreements with ED Publications and the related Teeze Publications. The new agreement provides for the execution of a $200,000 promissory note payable over two years in lieu of the issuance of 8,696 shares. The company simultaneously purchased 6,522 shares that had been
issued in connection with the Teeze transaction by means of a $150,000 promissory note payable over two years.
This excerpt taken from the RICK 8-K filed Sep 29, 2008. Eric Langan, President and CEO
of Rick’s Cabaret. “I have always said that when we could buy our stock at a
price that was better than investing in a new acquisition we would do so.
Meanwhile, we are continuing to look at potential acquisitions at the right
price.”
Mr.
Langan said he saw no reason other than general market conditions for the
current dip in the share price of the company’s stock, noting that revenues and
other fundamentals remain solid for the company, which operates 19 nightclubs in
seven states.
“We will
announce our quarterly nightclub sales in early October and we anticipate
reporting record nightclub revenues again, particularly now that the newest
Rick’s Cabaret in Las Vegas has begun contributing,” Mr. Langan
said.
The
company has completed five important acquisitions in the past year: Tootsie’s
Cabaret in Miami Gardens, Fl; Crazy Horse II in Philadelphia now operating as
Rick’s Cabaret, two clubs in Dallas that now operate as Rick’s
Cabaret and a Club Onyx; and the former Scores-LV that now operates as Rick’s
Cabaret-Las Vegas. In addition the company purchased the 49% of its Rick’s
Cabaret- Austin it did not already own. The company also launched a Media
Division with the acquisition of ED Publications and its annual convention
business.
This excerpt taken from the RICK DEF 14A filed Jul 21, 2008. Eric S. Langan, age 40, has
been a Director of the Company since 1998 and the President of the Company since
March 1999. Mr. Langan has been involved in the adult entertainment
business since 1989. From January 1997 through the present, he has
held the position of President with X.T.C. Cabaret, Inc. From
November 1992 until January 1997, Mr. Langan was the President of Bathing
Beauties, Inc. Since 1989, Mr. Langan has exercised managerial
control over the grand openings and operations of more than twelve adult
entertainment businesses. Through these activities, Mr. Langan has
acquired the knowledge and skills necessary to successfully operate adult
entertainment businesses.
This excerpt taken from the RICK 8-K filed Jul 2, 2008. Eric Langan, President and CEO
of Rick’s Cabaret. He said there are no apparent difficulties in obtaining the
necessary regulatory approval.
Under
terms of the original agreement to purchase Scores-Las Vegas, Rick’s
Cabaret had agreed to pay $16 million in cash and a $5 million convertible
debenture bearing four percent interest. The agreement includes an
option to buy the property on which the Scores Las Vegas is
located.
Closing
the transaction remains subject to closing conditions that include, but are not
limited to Rick’s Cabaret obtaining adequate financing, approval by relevant
regulatory authorities of the transfer of ownership in the selling entity and
other conditions consistent with transactions of this type.
This excerpt taken from the RICK 8-K filed Jun 23, 2008. Eric Langan, President and CEO
of Rick’s Cabaret. “Dallas has the great mix of professional athletes, music
artists and business executives that has made our Club Onyx brand successful in
Houston and Charlotte. We also will benefit from management efficiencies and
purchasing power now that we have three locations in the Dallas-Ft. Worth
market. We are pleased that we completed this transaction well within the time
period originally announced to our investors.”
This excerpt taken from the RICK 8-K filed Jun 17, 2008. Eric
Langan, President and CEO of Rick’s Cabaret. “This is our fourth
consecutive private equity transaction, each at a share price higher than
the previous. Our ability to raise funds allows us to execute our
strategic acquisition program in a way that is accretive to our shareholders and
also demonstrates to sellers of clubs that we complete the transactions we
negotiate.”
This excerpt taken from the RICK 8-K filed May 14, 2008. Eric Langan, President and CEO
of Rick’s Cabaret. “The price we are paying is well within our target of
acquiring clubs in the three to five times EBITDA range, plus it has strategic
value as it gives us a total of three venues in the Dallas-Ft. Worth
market. This improves management efficiency and gives us important marketing
strength and purchasing power.”
Closing
on the transaction is scheduled within 45 days and is subject to certain closing
conditions, including but not limited to Rick’s Cabaret obtaining adequate
financing, issuance by the City of Dallas of the necessary permit to conduct an
adult entertainment business, other required approvals by relevant regulatory
authorities, and other conditions consistent with transactions of this
type.
Earlier
this year Rick’s Cabaret purchased the former Executive Club in Dallas, which
has been rebranded as a Rick’s Cabaret and will have a three-day Grand Opening
celebration June 12-14, with a This excerpt taken from the RICK 8-K filed May 9, 2008. ERIC LANGAN
("Executive").
W
I T N E S S E T H:
WHEREAS, Company desires to employ
Executive as provided herein; and
WHEREAS, Executive desires to accept
such employment.
NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. This excerpt taken from the RICK 8-K filed Apr 23, 2008. Eric Langan, President and CEO
of Rick’s Cabaret. “Scores-Las Vegas is clearly one of the most outstanding
gentlemen’s clubs in the United States. The transaction is consistent with our
target of paying three to five times earnings before income tax,
depreciation and amortization (EBITDA) for existing, profitable clubs that are
immediately accretive to our bottom line and have the potential to grow.”
Closing
on the transaction is scheduled for June 10 and is subject to certain closing
conditions, including but not limited to Rick’s Cabaret obtaining adequate
financing, approval by relevant regulatory authorities of the transfer of
ownership in the selling entity and other conditions consistent with
transactions of this type. As a condition of closing the sellers have
agreed to demonstrate gross revenues for the preceding 12 months of at least
$18.5 million and earnings before income tax, depreciation and amortization of
not less than $4 million. The company believes this acquisition will add 29
cents per share to earnings on an annual basis.
The
purchase would bring to 18 the number of clubs owned and operated by the
company, including the recent acquisition of clubs in Philadelphia and
Dallas.
Scores-Las
Vegas opened on September 21, 2005 at 3355 S. Procyon St near the intersection
of Desert Inn and Valley View. Operating 24/7, 365 days a year, the club
has become a favorite of celebrities and athletes. It was named the winner of
the " This excerpt taken from the RICK 8-K filed Apr 15, 2008. Eric Langan, President
and CEO of Rick's Cabaret. "It is in an absolutely ideal location on the heavily
traveled I-35 Stemmons Freeway near the This excerpt taken from the RICK 8-K filed Apr 4, 2008. Eric Langan, President and CEO
of Rick’s Cabaret, said, “Purchasing the additional 49% and gaining 100% control
of the club allows us to fully recognize our management’s efforts in building
this location and creates value for our shareholders.”
With the
close of this transaction, combined with the close of the Philadelphia
acquisition announced on March 31, 2008, the company believes that it will
exceed previously announced fiscal 2008 guidance of $55 million in revenue and
earnings of $1.10 per share. However, due to the start up nature of
the Philadelphia club, the company expects to update guidance during its May
2008 earnings conference call.
This excerpt taken from the RICK 8-K filed Apr 3, 2008. Eric Langan, President and CEO
of Rick’s Cabaret. “This club was a physical beauty before we acquired it and
with careful upgrading we’ve made it the finest club in the marketplace. We
think all customers will be impressed.”
In
addition to the new sports bar with large-screen sets throughout, the remodeled
club offers the highly praised Rick’s Cabaret steakhouse menu until the wee
hours daily. The nightclub, with luxurious seating and granite bar tops, also
features a central dance stage for cabaret entertainment plus VIP suites
offering privacy and personalized cocktail service.
Under
terms of the agreement the Rick’s Cabaret shares must be held for one year and
cannot be pledged or loaned. After one year no more than 25,000 of the
shares may be sold in any 30-day period and no more than 75,000 shares can be
sold in any 90-day period.
This excerpt taken from the RICK 8-K filed Mar 7, 2008. Eric Langan, President and CEO
of the company, said: “The transaction is consistent with our strategy of buying
solid properties in major metropolitan areas, and is within our target price
range of three to five times EBITDA. We are also fortunate to be able to acquire
a piece of prime real estate along with the club, which protects our interests
and creates additional value over time.”
The
Executive Club located on the main north-south artery of Dallas just north of
the downtown area, features a first-class restaurant, an executive level with
VIP lounges and sky boxes, multiple plasma screen television screens for viewing
major sports events.
The
purchase would bring to 16 the number of clubs owned and operated by the
company. (The pending acquisition of the Crazy Horse Too Cabaret in Philadelphia
would bring the total to 17 when the purchase is completed.)
This excerpt taken from the RICK 8-K filed Feb 13, 2008. Eric Langan, President and CEO
of Rick’s Cabaret, told investors that for the 2008 fiscal year ending September
30 the company expects to have sales of approximately $55 million, with net
after tax income of about $8.4 million and earnings per basic share of $1.10. In
guidance given on December 21, 2007 the company said it expected to earn about
$1.03 per basic share.
If
calculated over full calendar 2008, he said the company expects calendar 2008
revenues to be about $61 million, with net after tax income of about $10.4
million and projected earnings of approximately $1.35 per basic share. Calendar
year projections have been stated for ease in comparison with other companies
and carry the same conditions as fiscal year projections.
Mr.
Langan added that these projections do not assume any additional acquisitions.
He noted that further acquisitions, if closed when anticipated, could add up to
15 cents to the earnings per basic share.
Mr.
Langan said the increased earnings should be the result of improving margins at
its chain of 15 gentlemen’s clubs. He added that this guidance assumes continued
organic growth, ability to close acquisitions, and no unforeseen
events.
This excerpt taken from the RICK 8-K filed Jan 29, 2008. Eric
Langan, President and
CEOof
Rick’s Cabaret. “The club is located
a few minutes from Center City,
next to the major sports complex where
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