VCG Holding Corp. Announces Filing of Form 10-K for the Year Ended December 31, 2008 and Provides Financial Results for the 2008 Fourth Quarter and Full Year


Financial Results Overview



 * 2008 revenues up 45.6% to $57.7 million; Q4 2008 revenues increased
   13.4% to $14.5 million
 * 2008 net loss of $30.7 million, or ($1.69) per diluted share;
   Q4 2008 net loss of $35.7 million, or ($2.00) per diluted share
 * Net losses for 2008 full year and Q4 included $48.0 million in
   primarily non-cash impairment charges recorded in Q4 2008
 * Excluding the above impairment charges and related deferred tax
   benefits:
     * 2008 net income was $5.5 million, or $0.30 per diluted share
     * Q4 2008 net income was $0.5 million, or $0.03 per diluted share
 * EBITDA (excluding all impairment charges) for 2008 rose 14.2% to
   $11.5 million

DENVER, April 13, 2009 (GLOBE NEWSWIRE) -- VCG Holding Corp. (Nasdaq:VCGH), a growing and leading consolidator and operator of adult nightclubs, today provided updated financial results for the fourth quarter and fiscal year ended December 31, 2008. The financial information in this press release supersedes the information in VCGH's March 27, 2009 press release. The financial information contained in the March 27, 2009 press release should not be relied upon. VCGH filed its Form 10-K for the year ended December 31, 2008 on April 13, 2009. As previously disclosed, results for 2007 have been restated to reflect changes in the valuation of certain acquired assets (see Amendment No. 2 to Form 8-K filed April 13, 2009, and Form 10-K filed April 13, 2009 for additional information).

Troy Lowrie, Chairman and Chief Executive Officer, stated, "We are pleased with our performance for the fourth quarter and full year, including revenue growth for both periods during a sluggish economy. During the fourth quarter of 2008 we incurred pre-tax, non-cash impairment charges of $46.0 million, or ($2.58) per share after-tax, related to the write-off of goodwill, licenses and other intangibles, and pre-tax, non-cash impairment charges of $2.0 million, or ($0.11) per share after-tax, related to land and a building we own in Phoenix (collectively, the "non-cash charges"). Prior to the non-cash charges, we were profitable for both the fourth quarter and full year 2008, and recorded a fourth consecutive year of EBITDA growth."



                                                       December 31,
                                                   ------------------
                                                               2007
                                                     2008   (Restated)
                                                   ------------------
 Net Income (loss)                                 $(30,711) $  5,419
 Add back:
   Depreciation                                       1,678     1,030
   Amortization of covenants not-to-compete              21        --
   Amortization of leasehold rights and
    liabilities, net                                   (192)     (100)
   Interest expense                                   3,761     2,440
   Total income taxes                               (11,102)    1,250
                                                   --------  --------
   EBITDA before non-cash impairment charges       $(36,545) $ 10,039
 Add back:
     Total non-cash impairment charges               48,006        --
                                                   --------  --------
 EBITDA excluding non-cash impairment charges      $ 11,461  $ 10,039
                                                   ========  ========

He continued, "Cash, cash equivalents and investments at December 31, 2008 totaled $2.3 million, operating cash flow for the twelve months ended December 31, 2008 (exclusive of the non-cash charges) was $11.8 million, and free cash flow for the full year ended December 31, 2008 (exclusive of the non-cash charges) was $4.2 million. We are continuing to reduce debt, primarily through principal prepayments and, where appropriate, extended maturity dates. Our efforts in these areas produced significant improvements in our balance sheet at December 31, 2008 when compared to December 31, 2007, including a $5.7 million reduction in current portion of long-term debt and a $4.0 million improvement in our working capital deficit."

Fourth Quarter 2008 Results

Total revenue for fourth quarter 2008 increased 13.4% to $14.5 million from $12.8 million in 2007, in part due to the acquisitions of two new clubs after December 31, 2007. Same store sales for fourth quarter 2008 increased 2.1% over the same period in 2007.

Cost of goods sold (the cost of alcohol, food and merchandise) declined as a percentage of applicable revenues to 23.9% from 26.5% in 2007, primarily attributable to a higher number of all-nude nightclubs in operation in 2008, which do not serve alcohol. These nightclubs have a lower cost of goods sold and higher profit margins.

Total operating expenses increased to $62.1 million from $11.7 million in 2007, and included $48.0 million of non-cash impairment charges. There were no impairment charges in the prior year period. Without those impairment charges the total operating expenses would have been $14.1 million.

The impact of the $48.0 million in non-cash charges resulted in an operating loss for fourth quarter 2008 of ($47.6) million as compared to operating income of $1.1 million in fourth quarter 2007. Excluding the impairment charges, operating income for fourth quarter 2008 was $0.4 million.

The pre-tax net loss from continuing operations for fourth quarter 2008 was ($48.8) million, including the $48.0 million in non-cash charges, as compared to pre-tax income from continuing operations of $0.4 million in the fourth quarter of 2007. Excluding the non-cash charges, pre-tax income from continuing operations for fourth quarter 2008 was ($0.8) million.

The net loss for fourth quarter 2008 was ($35.6) million, or ($2.00) per fully diluted share, on approximately 17.9 million shares outstanding, as compared to fourth quarter 2007 net loss of ($0.9) million, or ($0.05) per fully diluted share, on approximately 17.5 million shares outstanding. Excluding the $48.0 million of non-cash impairment charges, net income for fourth quarter 2008 was $12.3 million, or $0.69 per diluted share.

EBITDA (excluding the non-cash charges) for fourth quarter 2008 was $0.7 million as compared to $0.9 million for fourth quarter 2007.

Full Year 2008 Results

Total revenue for 2008 increased 45.6% to $57.7 million from $39.6 million in 2007, in part due to the acquisitions of two new clubs after December 31, 2007. Same store sales for the full year 2008 increased 9.1% over the full year 2007.

Cost of goods sold declined as a percentage of applicable revenues to 24.3% from 25.1% in 2007, primarily attributable to a higher number of all-nude nightclubs in operation in 2008, which do not serve alcohol.

Total operating expenses increased to $95.1 million from $30.7 million in 2007, and included $48.0 million of non-cash impairment charges. There were no impairment charges in the prior year. Without those impairment charges the total operating expenses would have been $47.1 million.

The impact of the non-cash charges resulted in an operating loss for 2008 of ($37.4) million as compared to operating income of $9.0 million in 2007. Excluding these charges, operating income for 2008 was $10.6 million.

The pre-tax net loss from continuing operations for 2008 was ($41.4) million, including the non-cash charges, as compared to pre-tax income from continuing operations of $6.9 million in 2007. Excluding the non-cash charges, pre-tax income from continuing operations for 2008 was $6.6 million.

The net loss for 2008 was ($30.7) million, or ($1.69) per fully diluted share, on approximately 18.1 million shares outstanding, as compared to 2007 net income of $5.4 million, or $0.32 per fully diluted share, on approximately 17.0 million shares outstanding. Excluding the non-cash impairment charges, net income for 2008 was $17.3 million, or $0.95 per diluted share.

EBITDA (excluding the non-cash charges) for the full year 2008 was $11.5 million as compared to $10.0 million in 2007.

ABOUT VCG HOLDING CORP.

VCG Holding Corp. is an owner, operator, and consolidator of adult nightclubs throughout the United States. The Company currently owns 20 adult nightclubs. The night clubs are located in Anaheim, Indianapolis, St. Louis, Denver, Colorado Springs, Ft. Worth, Dallas, Raleigh, Minneapolis, Louisville, Miami, and Portland, ME.

The VCG Holding Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5105

FORWARD LOOKING STATEMENT

Certain statements in this release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors identified from time to time in the Company's reports with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2008. All forward-looking statements attributable to us or any persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All guidance and forward-looking statements in this press release are made as of the date hereof and we do not undertake any obligation to update any forecast or forward-looking statements, except as may be required by law.



                           VCG Holding Corp.
                     Consolidated Balance Sheets
                    (Dollar amounts in thousands)

                                                       December 31,
                                                   ------------------
                                                     2008      2007
                                                   --------  --------
                          Assets                            (Restated)

 Current Assets

 Cash and cash equivalents (including $250,000 of
  restricted cash in 2007)                         $  2,210  $  2,979
 Assets held for sale                                   107       373
 Other receivables                                       25       182
 Income taxes receivable                                276       272
 Inventories                                            949       965
 Prepaid expenses                                       282       276
 Current portion of deferred tax assets                 171        --
                                                   --------  --------
 Total Current Assets                                 4,020     5,047
                                                   --------  --------

 Property and equipment, net                         25,738    24,717
 Deferred tax assets (non-current)                    4,069        --
 Non-compete agreements                                  41        52
 Licenses                                            36,413    53,317
 Goodwill                                             2,453    17,622
 Favorable lease rights                               1,705     1,533
 Trade names                                            619       578
 Other long-term assets                                 568       854
                                                   --------  --------
 Total Assets                                        75,626   103,720
                                                   ========  ========
            Liabilities and Stockholders' Equity

 Current Liabilities

 Accounts payable--trade                                848       764
 Accrued expenses                                     2,257     1,647
 Deferred revenue                                       109       150
 Unfavorable lease liabilities- current portion         278       262
 Current portion of capitalized lease                    10         9
 Current portion of long-term debt                    2,602     8,386
 Current portion of long-term debt, related party     1,024       948
                                                   --------  --------
 Total current liabilities                            7,128    12,166
                                                   --------  --------
 Long-term Liabilities

 Deferred income taxes                                   --     7,076
 Deferred rent                                          845        --
 Unfavorable lease liabilities                        6,426     5,322
 Capital lease, net of current portion                    9        19
 Long-term debt, net of current portion              25,749    15,695
 Long-term debt, related party                        7,083     5,791
                                                   --------  --------
 Total long-term liabilities                         40,112    33,903
                                                   --------  --------

 Commitments and contingent liabilities                  --        --
 Minority Interest                                    3,560     3,663
                                                   --------  --------
 Stockholders' Equity
 Redeemable Preferred Stock, none issued and
  outstanding                                            --        --
   Common Stock
     Common stock $.0001 par value; 50,000,000
      shares authorized; 17,755,378 (2008) and
      17,723,975 (2007) shares issued and
      outstanding                                         2         2
 Paid-in capital                                     52,557    51,008
 Retained earnings (accumulated deficit)            (27,733)    2,978
                                                   --------  --------
 Total stockholders' equity                          24,826    53,988
                                                   --------  --------
 Total Liabilities and Stockholders' Equity        $ 75,626  $103,720
                                                   ========  ========




                          VCG Holding Corp.
                  Consolidated Statements of Income
       (Dollar amounts in thousands except earnings per share)

                         Three Months Ended      Twelve Months Ended
                            December 31,            December 31,
                       ----------------------  ----------------------
                          2008        2007        2008        2007
                       ----------  ----------  ----------  ----------

                                    (Restated)              (Restated)
 Revenue
   Sales of alcoholic
    beverages          $    6,405  $    6,051  $   26,242  $   19,248
   Sales of food and
    merchandise               498         745       2,503       2,282
   Service revenue          6,874       4,595      25,568      13,997
   Other income               754       1,422       3,380       4,090
                       ----------  ----------  ----------  ----------
       Total revenue       14,531      12,813      57,693      39,617
                       ----------  ----------  ----------  ----------

 Operating expenses
   Cost of goods sold       1,650       1,801       6,980       5,414
   Salaries and wages       3,605       3,312      13,461       8,899
   Other general and
    administrative
     Taxes and permits      1,196         502       2,894       1,527
     Charge card and
      bank fees               236         172         869         480
     Rent                   2,013       1,187       5,798       3,764
     Legal fees               367       1,693       1,101         673
     Professional
      fees                  1,371          --       2,788       1,495
     Advertising and
      marketing               657         725       2,921       1,859
     Insurance                479       1,042       1,712       1,042
     Utilities                265          --       1,104         652
     Repairs and
      maintenance             269          --       1,022         631
     Other                  1,554       1,095       4,778       3,193
   Impairment of
    building and land       1,961          --       1,961          --
   Impairment of
    indefinite-lived
    intangible assets      27,324          --      27,324          --
   Impairment of
    goodwill               18,721          --      18,721          --
   Depreciation and
    amortization              466         184       1,699       1,030
                       ----------  ----------  ----------  ----------
       Total operating
        expenses           62,134      11,713      95,133      30,659
                       ----------  ----------  ----------  ----------
 Income (loss) from
  operations              (47,603)      1,100     (37,440)      8,958
                       ----------  ----------  ----------  ----------
 Other income
  (expenses)
   Interest expense        (1,147)       (614)     (3,761)     (2,440)
   Interest income              3           5          23         326
    (loss) / gain on
    sale of assets            (72)        190        (206)        190
   Realized loss on
    sale of marketable
    securities                 --        (281)         --         (91)
                       ----------  ----------  ----------  ----------
       Total other
        income
        (expenses)         (1,216)       (700)     (3,944)     (2,015)
                       ----------  ----------  ----------  ----------
 Income from
  continuing
  operations before
  income taxes            (48,819)        400     (41,384)      6,943

 Income tax expense
  (benefit) - current        (722)         --         730          --
 Income tax expense
  (benefit) - deferred    (12,507)      1,006     (11,832)      1,250
                       ----------  ----------  ----------  ----------
       Total income
        taxes             (13,229)      1,006     (11,102)      1,250
                       ----------  ----------  ----------  ----------

 Minority interest
  expense                     (67)       (263)       (429)       (251)
                       ----------  ----------  ----------  ----------

 Income from
  continuing
  operations           $  (35,657) $     (869) $  (30,711) $    5,442
                       ----------  ----------  ----------  ----------

 (Loss) from
  discontinued
  operations,
  net of tax                   --          --          --         (23)
                       ----------  ----------  ----------  ----------

 Net income
  applicable to
  common stockholders     (35,657)       (869)    (30,711) $    5,419
                       ==========  ==========  ==========  ==========
 Earnings per share:
 Basic income per
  common share         $    (2.00) $    (0.05) $    (1.71) $     0.33

 Fully diluted
  income per common
  share                $    (2.00) $    (0.05) $    (1.69) $     0.32

 Weighted average
  shares outstanding   17,854,636  17,180,029  17,925,132  16,623,213

 Fully diluted
  weighted average
  shares outstanding   17,854,636  17,527,748  18,146,949  17,012,983




                          VCG Holding Corp.
              Consolidated Statements of Cash Flows (1)
                         For the years ended
                            (In thousands)

                                                  --------   --------
                                                    2008       2007
                                                  --------   --------
                                                            (Restated)
 Operating Activities
  Net income (loss)                               $(30,711)  $  5,419
 Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
   Impairment of goodwill                           18,721         --
   Impairment of indefinite life intangible
    assets                                          27,324         --
   Impairment of building and land                   1,961         --
   Depreciation and amortization                     1,678      1,030
   Amortization of lease rights and lease
    liabilities                                       (192)      (100)
   Amortization of covenant not to compete
    agreements                                          21         --
   Amortization of loan fees                           448        132
   Stock-based compensation expense                    421        150
   Issuance of common stock for services             1,422        339
   Deferred income taxes (benefit)                 (11,831)     1,250
   Minority interest expense                           427        251
   (Gain) loss on disposition of assets                216        (99)
   Accrued interest added to long-term debt            181         --
   Changes in operating assets and liabilities:
     Income taxes and other receivables                152         69
     Inventories                                        20        (76)
     Prepaid expenses                                   (6)        (2)
     Accounts payable and accrued expenses             694        825
     Deferred revenue                                  (41)       109
     Deferred rent                                     845         --
                                                  --------   --------
     Net cash provided by operating activities      11,750      9,297
                                                  --------   --------
 Investing Activities
   Investments                                          --        259
   Acquisitions of businesses, net of cash
    acquired                                        (9,670)   (40,639)
   Additions to property and equipment              (1,321)      (998)
   Deposits                                           (206)        56
   Purchase of assets held for resale                 (128)      (930)
   Proceeds from sale of assets                        243        763
                                                  --------   --------
     Net cash used by investing activities         (11,082)   (41,489)
                                                  --------   --------
 Financing Activities
   Loan fees paid                                     (268)      (392)
   Payment on capitalized leases                        (9)      (950)
   Proceeds from debt                               16,149     25,225
   Payments on debt                                (16,486)   (11,300)
   Offering costs                                       --       (129)
   Proceeds from stock issuances                        --     20,400
   Distributions to minority interests                (529)      (445)
   Purchase of treasury stock                         (753)      (257)
   Proceeds from warrants conversion to stock          459      1,008
                                                  --------   --------
     Net cash provided by financing activities      (1,437)    33,160
                                                  --------   --------
 Net increase (decrease) in cash                      (769)       969
 Cash beginning of period                            2,979      2,011
                                                  --------   --------
 Cash end of period                               $  2,210   $  2,979
                                                  ========   ========

 (1) For additional cash flow disclosure please refer to the
     Form 10-K filed with the SEC on April 13, 2009



                    Calculation of Free Cash Flow
                    -----------------------------
                            (In thousands)

                                                     2008      2007
                                                   --------  --------
                                                            (Restated)

 EBITDA, exclusive of non-cash charges             $(36,545) $ 10,039
 Less:
   Non-cash impairment charges                     $(48,006)       --
   Interest expense                                $  3,761     2,440
   Minority interest expense                       $    429       251
   Cash income tax expense                         $    730        --
   Maintenance Cap-Ex                              $  1,022       631
   Capital Expenditures                            $  1,321       998
                                                   ------------------
                                                   $(40,743)   (4,320)
                                                   ------------------
 Free cash flow                                    $  4,198     5,719
                                                   ==================


            

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