KAREN NELSON MOORE, Circuit Judge. This case concerns a consolidated appeal by Sensations, Inc. et al. (“Sensations”) and Little Red Barn Adult Theatre & Bookstore, Inc. (“Little Red Barn”) (collectively “Plaintiffs-Appellants”), from the grant of a judgment on the pleadings to the City of Grand Rapids (“Grand Rapids”) and various private citizens and citizens’ groups (collectively “Defendants”). These private citizens and citizens’ groups include Michigan Decency Action Council, Inc., Judy Rose, Dar Vander Ark, and Black Hills Citizens for a Better Community (collectively “Non-City Defendants-Appellees”). Plaintiffs-Appellants filed a complaint in the United States District Court for the Western District of Michigan, seeking a preliminary injunction against an ordinance regulating sexually oriented businesses on the ground that the ordinance violated Plaintiffs-Appellants’ First Amendment and Due Process rights. The district court denied Plaintiffs-Appellants’ motion for a preliminary injunction, granted Defendants’ motion for judgment on the pleadings, and awarded attorney fees to Non-City Defendants-Appellees to be paid by Little Red Barn.

For the reasons explained above, we AFFIRM the district court’s denial of Plaintiffs- Appellants’ motion for a preliminary injunction as well as the district court’s grant of Defendants’ motion for judgment on the pleadings for both Grand Rapids and Non-City Defendants-Appellees. However, we REVERSE the district court’s award of attorney fees to Non-City Defendants- Appellees.