VCG Holding Corp. Announces Agreement to Acquire Kentucky Location
05 January 2007 - 7:42AM
Business Wire
VCG Holding Corp. (VCG)(AMEX:PTT), a nationwide owner/operator of
adult nightclubs, announced today that it signed a letter of intent
to acquire the ownership interest and management of a adult night
club in Louisville, Kentucky. VCG, on January 2, 2007, signed a
letter of intent to purchase a corporate entity that owns and
operates the Louisville, Kentucky night club known as PT�s Showclub
and purchase the limited partnership that holds the management
contract on the operations of the club. VCG entered into an
agreement for the purchase of 100% of the common stock of Kentucky
Restaurant Concepts, Inc. that holds the licenses and operates the
nightclub. Kentucky Restaurant Concepts, Inc. is owned by VCG�s CEO
and Chairman Troy H. Lowrie. VCG will purchase the interest for
$300,000 in cash. Additionally, Kentucky Restaurant Concepts, Inc.
is the general partner of Restaurant Concepts of Kentucky LP that
owns the management contract on the operations of the club. VCG
will purchase the entire limited partnership for 800,000 shares of
restricted common stock. The foregoing estimate is subject to
change pending the completion of the due diligence review. The
agreement contains other terms and provisions which are customary
for the purchase agreement of a partnership interest and terms are
subject to the completion of due diligence by the board of
directors, review of final documents, and the transfer of the
applicable licenses. It is anticipated the purchase of the limited
partnership will be completed and effective by the end of January
2007. The sale of the corporation will be completed upon the
transfer of the licenses and may take 90 days to complete. �This
purchase is one more of the nightclubs that we are planning to
purchase from Mr. Lowrie. We plan to continue the process of
acquiring the balance of Mr. Lowrie�s clubs and complete the
process by the end of first quarter of 2007,� stated Mr. Donald W.
Prosser, Chief Financial Officer of VCG. About VCG Holding Corp.
VCG Holding Corp. is an owner, operator and consolidator of adult
nightclubs throughout the United States. The Company currently owns
seven adult nightclubs, one upscale dance lounge and operates six
other adult nightclubs under management agreements. The owned and
managed clubs are located in Indianapolis, St. Louis, Denver,
Colorado Springs, Phoenix, 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 2005,
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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