EX-99.1
11
a07-28250_1ex99d1.htm
EX-99.1
Exhibit 99.1
VCG Holding Corp. Announces Completion of Purchase of Platinum Plus
Gentlemen's Club in Miami, Florida
DENVER-(BUSINESS WIRE)-VCG Holding Corp. (PTT - news), a growing and
leading consolidator and operator of adult nightclubs, today announced that it
has completed its previously announced acquisition of Platinum Plus Gentlemen's
Club in Miami, Florida. The letter of intent for this acquisition was
previously announced in a press release dated June 11, 2007. The Company took
over operations as of yesterday. The Company purchased 100% of the stock in
Kenja II Corp., the owner of Platinum Plus, for cash consideration of
approximately $6.8 million. The acquisition was funded with $2.0 million in
available cash and through issuance of promissory notes. In the previous 12
months the club generated revenues of approximately $5.0 million and operating
profits on a pro forma basis in excess of approximately $1.7 million. Troy
Lowrie, Chairman and CEO of VCG Holding, stated, "We are pleased to have completed
another bolt-on acquisition that should be immediately accretive to our
Company. The Miami club is very accessible, located at a high traffic
interchange just south of highways 75 and 826. We are excited about
establishing our presence in Miami because it is one of the fastest growing
markets for adult entertainment. While we purchased the club for 4.0 times
operating profit (3.8 times EBITDA), we feel it was an extremely attractive
purchase price considering the growth opportunities we see in the market. The
multiple is higher than our target of 3.5 times operating profit, because of
the way the seller wanted to allocate the purchase price of the Portland, Maine
and Miami, Florida clubs. Based on a more equitable allocation, our multiple
for Miami would have been 3.3 times operating profits and 3.1 times EBITDA. The
pipeline of acquisition remains robust".
About VCG Holding Corp.
VCG Holding Corp. is an owner, operator and consolidator of adult
nightclubs throughout the United States. The Company currently owns 17 adult
nightclubs and one upscale dance lounge. The night clubs are located in
Indianapolis, IN, St. Louis, MO, Denver, CO, Colorado Springs, CO, Raleigh, NC,
Minneapolis, MN, Louisville, KY, Portland, ME, and Miami, FL.
Forward-Looking Statements:
Statements contained in this
press release concerning future results, performance or expectations are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These statements include statements regarding the intent,
belief or current expectations of the Company and members of its management
team, as well as assumptions on which such statements are based. All
forward-looking statements in this press release are based upon information
available to the Company on the date of this press release. Forward-looking
statements involve a number of risks and uncertainties, and other factors, that
could cause actual results, performance or developments to differ materially
from those expressed or implied by those forward-looking statements including
the following: failure of facts to conform to necessary management estimates
and assumptions; the Company's ability to identify and secure suitable locations
for new nightclubs on acceptable terms, open the anticipated number of new
nightclubs on time and within budget, achieve anticipated rates of same-store
sales, hire and train additional nightclub
personnel and integrate new
nightclubs into its operations; the continued implementation of the Company's
business discipline over a large nightclub base; unexpected increases in cost
of sales or employee, pre-opening or other expenses; the economic conditions in
the new markets into which the Company expands and possible uncertainties in
the customer base in these areas; fluctuations in quarterly operating results;
seasonality; changes in customer spending patterns; the impact of any negative
publicity or public attitudes; competitive pressures from other national and
regional nightclub chains; business conditions, such as inflation or a
recession, or other negative effect on nightclub patterns, or some other
negative effect on the economy, in general, including (without limitation)
growth in the nightclub industry and the general economy; changes in monetary
and fiscal policies, laws and regulations; war, insurrection and/or terrorist
attacks on United States soil; and other risks identified from time to time in
the Company's SEC reports, including the Annual Report on Form 10-KSB for 2006,
Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K, registration
statements, press releases and other communications. The Company undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results over time.
Contact:
VCG Holding Corporation
Troy H. Lowrie, CEO, 303-934-2424
tlowrie@vcgh.com
Brent Lewis, CFO, 303-934-2424
blewis@vcgh.com
Facsimile: 303-922-0746

EX - 99 . 1 11 a07 - 28250 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 VCG Holding Corp . Announces Completion of Purchase of Platinum Plus Gentlemen 's Club in Miami , Florida DENVER - ( BUSINESS WIRE ) - VCG Holding Corp . ( PTT - news ) , a growing and leading consolidator and operator of adult nightclubs , today announced that it has completed its previously announced acquisition of Platinum Plus Gentlemen 's Club in Miami , Florida . The letter of intent for this acquisition was previously announced in a press release dated June 11 , 2007 . The Company took over operations as of yesterday . The Company purchased 100 % of the stock in Kenja II Corp . , the owner of Platinum Plus , for cash consideration of approximately $ 6.8 million . The acquisition was funded with $ 2.0 million in available cash and through issuance of promissory notes . In the previous 12 months the club generated revenues of approximately $ 5.0 million and operating profits on a pro forma basis in excess of approximately $ 1.7 million . Troy Lowrie , Chairman and CEO of VCG Holding , stated , " We are pleased to have completed another bolt - on acquisition that should be immediately accretive to our Company . The Miami club is very accessible , located at a high traffic interchange just south of highways 75 and 826 . We are excited about establishing our presence in Miami because it is one of the fastest growing markets for adult entertainment . While we purchased the club for 4 . 0 times operating profit ( 3 . 8 times EBITDA ) , we feel it was an extremely attractive purchase price considering the growth opportunities we see in the market . The multiple is higher than our target of 3 . 5 times operating profit , because of the way the seller wanted to allocate the purchase price of the Portland , Maine and Miami , Florida clubs . Based on a more equitable allocation , our multiple for Miami would have been 3 . 3 times operating profits and 3 . 1 times EBITDA . The pipeline of acquisition remains robust " . About VCG Holding Corp . VCG Holding Corp . is an owner , operator and consolidator of adult nightclubs throughout the United States . The Company currently owns 17 adult nightclubs and one upscale dance lounge . The night clubs are located in Indianapolis , IN , St . Louis , MO , Denver , CO , Colorado Springs , CO , Raleigh , NC , Minneapolis , MN , Louisville , KY , Portland , ME , and Miami , FL . Forward - Looking Statements : Statements contained in this press release concerning future results , performance or expectations are forward - looking statements within the meaning of Section 27A of the Securities Act of 1933 , as amended , and Section 21E of the Securities Exchange Act of 1934 , as amended . These statements include statements regarding the intent , belief or current expectations of the Company and members of its management team , as well as assumptions on which such statements are based . All forward - looking statements in this press release are based upon information available to the Company on the date of this press release . Forward - looking statements involve a number of risks and uncertainties , and other factors , that could cause actual results , performance or developments to differ materially from those expressed or implied by those forward - looking statements including the following : failure of facts to conform to necessary management estimates and assumptions ; the Company 's ability to identify and secure suitable locations for new nightclubs on acceptable terms , open the anticipated number of new nightclubs on time and within budget , achieve anticipated rates of same - store sales , hire and train additional nightclub personnel and integrate new nightclubs into its operations ; the continued implementation of the Company 's business discipline over a large nightclub base ; unexpected increases in cost of sales or employee , pre - opening or other expenses ; the economic conditions in the new markets into which the Company expands and possible uncertainties in the customer base in these areas ; fluctuations in quarterly operating results ; seasonality ; changes in customer spending patterns ; the impact of any negative publicity or public attitudes ; competitive pressures from other national and regional nightclub chains ; business conditions , such as inflation or a recession , or other negative effect on nightclub patterns , or some other negative effect on the economy , in general , including ( without limitation ) growth in the nightclub industry and the general economy ; changes in monetary and fiscal policies , laws and regulations ; war , insurrection and / or terrorist attacks on United States soil ; and other risks identified from time to time in the Company 's SEC reports , including the Annual Report on Form 10 - KSB for 2006 , Quarterly Reports on Form 10 - QSB and Current Reports on Form 8 - K , registration statements , press releases and other communications . The Company undertakes no obligation to update or revise forward - looking statements to reflect changed assumptions , the occurrence of unanticipated events or changes to future operating results over time . Contact : VCG Holding Corporation Troy H . Lowrie , CEO , 303 - 934 - 2424 tlowrie@vcgh.com Brent Lewis , CFO , 303 - 934 - 2424 blewis@vcgh.com Facsimile : 303 - 922 - 0746