VCG Holding Corp. (AMEX: PTT), nationwide owner/operator of adult nightclubs, announced today that it has entered into a letter of intent to purchase the assets of two major adult nightclubs. The first nightclub is the top venue in a Northeastern city. In 2006, it generated revenues of $4 million and after-tax profits of $850,000. The purchase price is $4.5 million, which is 5.28 times after-tax earnings. The second club is a major venue in a Southeastern city. In 2006, it generated revenues of $5.1 million and profits of $1.3 million. The purchase price is $6.875 million, which is 5.28 times after-tax earnings. The name and locations of the fully licensed venues and its seller are being kept confidential as part of the agreement until closing the transaction and the competition of the final definitive agreement. The Northeastern location is expected to close in July. The Southeastern location is expected to close in early September. The purchase is contingent upon transfer of all applicable permits and licenses as well as a thorough due diligence by the company and its Board of Directors. Based on the projected closing dates, the two clubs should add $0.02 to quarter 3 EPS and $0.03 to quarter 4 EPS. �This acquisition is not only highly accretive, but allows us to add a multi-club acquisition to our portfolio,� stated Troy Lowrie, CEO and Chairman of VCG. �The proceeds of the February private placement, current cash flow, and lines of credit from our lead bank will fund the two acquisitions. With the closing of Raleigh and Minneapolis, we will now have made four new acquisitions in the second and third quarters, bringing our total to 16 nightclubs and 1 upscale dance club.� �These acquisitions,� Lowrie continued, �should enable the company to meet or exceed the company�s earnings guidance for 2007 and 2008 provided on April 2.� About VCG Holding Corp. VCG Holding Corp. is an owner, operator and consolidator of adult nightclubs throughout the United States. The Company currently owns fourteen adult nightclubs and one upscale dance lounge. The night clubs are located in Indianapolis, St. Louis, Denver, Colorado Springs, Raleigh, Minneapolis, and Louisville. 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.
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