VCG Holding Corp. Announces Letter of Intent to Acquire Three Upscale Gentleman's Clubs in the Southern United States

  
    
  
  
    
      VCG Holding Corp. (AMEX: PTT), a nationwide owner/operator of adult 
      nightclubs, announced today that it has entered into a letter of intent 
      to purchase the assets of three major adult nightclubs.
    
    
      The nightclubs operate in the Southwestern and Southeastern part of the 
      United States. In 2006, they generated revenues of $15.5 million. The 
      nightclubs should add pre-tax pro-forma profits of $2.5 million. We have 
      not completed the due diligence and have not been able to completely 
      analyze the full effect on our after-tax earnings and the allocation of 
      the purchase price between the clubs and intangibles. The purchase price 
      is $13.5 million. The payment for the purchase includes a combination of 
      cash and common stock. The CEO of these companies will join VCG in a 
      senior management capacity. The stock issued in the transaction will be 
      subject to a lock-up agreement.
    
    
      “This acquisition is extremely important to 
      VCG for the following reasons,” stated Troy 
      Lowrie, CEO and Chairman of VCG. “First, it 
      enables us to own three more clubs that are the leaders in their 
      markets. Secondly, it strengthens our management team. Thus, this 
      acquisition represents much more than three great clubs,” 
      Lowrie stated. “It represents a major piece in 
      our goal of reaching the critical mass needed to develop a national 
      brand of upscale gentlemen’s clubs. With the 
      completion of the purchases of Raleigh and Minneapolis, the clubs 
      announced last week, and these three clubs we will have a total of 19 
      nightclubs and one upscale dance club.”
    
    
      “Based on the projected completion dates and 
      the preliminary analysis of the numbers,” 
      Lowrie continued, “the three clubs should add 
      $0.03 to quarter 3 EPS and $0.04 to quarter 4 EPS. They should enable us 
      to exceed our previously stated guidance for 2008.”
    
    
      The name and locations of the venues, the allocation of price, and its 
      seller are being kept confidential as part of the agreement until the 
      completion of the transaction and the final definitive agreement. The 
      acquisitions are expected to be purchased in July and August 2007. 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.
    
    
      About VCG Holding Corp.
    
    
      VCG Holding Corp. is an owner, operator and consolidator of adult 
      nightclubs throughout the United States. The Company currently owns 14 
      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.