Attached files
| file | filename |
|---|---|
| 8-K - RICK'S CABARET 8K 2-16-2010 - RCI HOSPITALITY HOLDINGS, INC. | form8k.htm |
| EX-99.2 - EXHIBIT 99.2 - RCI HOSPITALITY HOLDINGS, INC. | ex99_2.htm |
| EX-99.1 - EXHIBIT 99.1 - RCI HOSPITALITY HOLDINGS, INC. | ex99_1.htm |
Exhibit
99.3
SAFE
HARBOR
Certain
statements contained in this presentation regarding Rick's and VCG Holding's
future operating results or
performance or business plans or prospects and any other statements not constituting historical fact are
"forward-looking statements" subject to the safe harbor created by the Private Securities Litigation reform
Act of 1995. Where possible, the words "believe," "expect," "anticipate," "intent," "would," "will," "planned,"
"estimated," "potential," "goal," "outlook," and similar expressions, as they relate to either company or their
management have been used to identify such forward-looking statements. All forward-looking statements
reflect only current beliefs and assumptions with respect to future business plans, prospects, decisions and
results, and are based on information currently available to the companies. Accordingly, the statements
are subject to significant risks, uncertainties and contingencies, which could cause the companies' actual
operating results, performance or business plans or prospects to differ materially from those expressed in,
or implied by, these statements. Such risks, uncertainties and contingencies include, but are not limited to,
statements about the benefits of the merger, including future financial and operating results, the companies'
plans, objectives and expectations and other intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in the forward-
looking statements: (1) the risk of the failure of the companies' shareholders to approve the merger; (2) the
risk that the businesses would not be integrated successfully; (3) the risk that the cost savings and any
revenue synergies from the merger may not be fully realized or may take longer to realize than expected;
(4) the risk that Rick's applicable average trailing twenty day average stock price per share may not equal
or exceed $8.00 pursuant to the formula i in the merger agreement; (5) the applicable disruption from the
merger may make it more difficult to maintain relationships with customers, employees ore suppliers; and
general economic conditions and uncertainties or consumer sentiment in the companies' markets.
Additional factors that could cause the companies' results to differ materially from those described in the
forward-looking statements are described in Rick's annual report on Form 10-K filed with the SEC
December, 17, 2009 and VCG Holding's annual report on Form 10-K, as amended, filed with the SEC June
10, 2009, and Rick's and VCG Holding's other periodic and current reports filed with the SEC from time to
time and available on the SEC's internet website at www.sec.gov. Unless required by law, neither Rick's
nor VCG Holding undertakes any obligation to update publicly any forward-looking statements, whether as
a result of new information, future events, or otherwise.
performance or business plans or prospects and any other statements not constituting historical fact are
"forward-looking statements" subject to the safe harbor created by the Private Securities Litigation reform
Act of 1995. Where possible, the words "believe," "expect," "anticipate," "intent," "would," "will," "planned,"
"estimated," "potential," "goal," "outlook," and similar expressions, as they relate to either company or their
management have been used to identify such forward-looking statements. All forward-looking statements
reflect only current beliefs and assumptions with respect to future business plans, prospects, decisions and
results, and are based on information currently available to the companies. Accordingly, the statements
are subject to significant risks, uncertainties and contingencies, which could cause the companies' actual
operating results, performance or business plans or prospects to differ materially from those expressed in,
or implied by, these statements. Such risks, uncertainties and contingencies include, but are not limited to,
statements about the benefits of the merger, including future financial and operating results, the companies'
plans, objectives and expectations and other intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in the forward-
looking statements: (1) the risk of the failure of the companies' shareholders to approve the merger; (2) the
risk that the businesses would not be integrated successfully; (3) the risk that the cost savings and any
revenue synergies from the merger may not be fully realized or may take longer to realize than expected;
(4) the risk that Rick's applicable average trailing twenty day average stock price per share may not equal
or exceed $8.00 pursuant to the formula i in the merger agreement; (5) the applicable disruption from the
merger may make it more difficult to maintain relationships with customers, employees ore suppliers; and
general economic conditions and uncertainties or consumer sentiment in the companies' markets.
Additional factors that could cause the companies' results to differ materially from those described in the
forward-looking statements are described in Rick's annual report on Form 10-K filed with the SEC
December, 17, 2009 and VCG Holding's annual report on Form 10-K, as amended, filed with the SEC June
10, 2009, and Rick's and VCG Holding's other periodic and current reports filed with the SEC from time to
time and available on the SEC's internet website at www.sec.gov. Unless required by law, neither Rick's
nor VCG Holding undertakes any obligation to update publicly any forward-looking statements, whether as
a result of new information, future events, or otherwise.
Q1
2O10
OVERVIEW
§ Review
of Our Q1 2010 Performance
§ Highlights
of Significant Q1Events
§ Impact
of Marketing Expenses
§ Discussion
of Rick’s Cabaret-VCG Holding
Letter
of Intent
§ Outlook
for Remainder of Year
§ Q &
A
Q1
’10 SNAPSHOT vs. Q1 ‘09
§ Total
Revenue $20mm
vs $17.1mm in ‘09, Up
16.8% from Last Year
16.8% from Last Year
§ Same
Store Sales up 14.5% over Q1 Last Year
§ Net
Income $782,688 in Q1
’10 vs $790,832 in
Q1 ’09
Q1 ’09
§ EPS
8 cents, same as last year.
§ Primary
Factors Were Acquisition Costs, Plus
Increased Marketing
Increased Marketing
§ Marketing
Expenses Have Been Reduced.
§ Las
Vegas Turned a Profit in January
§ Cash
Flow Continues Strong
Q1
’1O HIGHLIGHTS
§ Clubs
in Miami and New York Continue to
Grow
Grow
§ While
Competitors Cut Back We Invested in
Pro-active Marketing Programs
Pro-active Marketing Programs
§ This
Has Paid Off, Earning Market Share
§ Rick’s
Cabaret/Las Vegas Profitable in
January
January
§ Newly
Acquired Clubs in Ft. Worth and
Austin Off to Strong Start
Austin Off to Strong Start
LAS
VEGAS
§ Aggressive
Marketing Campaign
Continued to Earn Market Share
Continued to Earn Market Share
§ Profitable
in January ‘10
§ Marketing
Spending Has Been
Reduced
Reduced
§ Expect
to Benefit from National
Conventions in February, March, April
Conventions in February, March, April
New
Clubs Strong
§ Newest
Clubs Contributed $827,000
in Q1
§ Joy
of Austin is Now
Rick’s Cabaret/Austin
§ Cabaret
North in Ft.
Worth Gained Market
Share after Major Marketing Push; We Are
Now Increasing Prices and Focusing on
Bottom Line
Share after Major Marketing Push; We Are
Now Increasing Prices and Focusing on
Bottom Line
§ New
“Turnkey” DFW
Airport Club
Expected
to Open in Fiscal ‘10
to Open in Fiscal ‘10
Record
Months
§ New
York City Continues Its Strong
Growth, with Record Revenue Months
in Q1
Growth, with Record Revenue Months
in Q1
§ Becoming
Popular Spot for High-Profile
Parties (Howard Stern Gang, Vivid
Entertainment)
Parties (Howard Stern Gang, Vivid
Entertainment)
§
Super Bowl &
Pro Bowl ’10
Were Terrific - We Had Two
Huge Weeks
Were Terrific - We Had Two
Huge Weeks
• Letter
of Intent Signed on Feb. 16, 2010
• Would
Make Us Largest Operator of Upscale
Clubs
by
Revenue,
with 38 Locations (39th
Coming
in Austin in March; 40th at DFW
in
Fiscal
’10)
Meaningful
EBITDA Gains Expected from:
• Lower
Corporate Overhead
•
Eliminating Duplicate Costs of Being Public
•
Regional Management Synergies
•
Better Corporate Buying Power
•
Brand Expansion of Rick’s Cabaret
• Financial
Details of Proposed Transaction
Available
in Form 8-K Being Filed by
Both
Companies.
VCG HOLDING
ACQUISITION
Additional
Information and Where to Find It
In
connection with the proposed merger, Rick's Cabaret International, Inc.
("Ricks") and VCG Holding Corp. ("VCG
Holding") intend to file documents relating to the transaction with the SEC, including a registration statement containing
a joint proxy statement/prospectus on Form S-4 to be filed by Rick's. Investors are urged to read the joint proxy
statement/prospectus regarding the proposed merger, if and when it becomes available, because it will
contain important information. When it becomes available, shareholders and other investors will be able to obtain a
free copy of the joint proxy statement/prAdditional Information and Where to Find It In connection with the proposed merger,
Rick's Cabaret International, Inc. ("Ricks") and VCG Holding Corp. ("VCG
Holding") intend to file documents relating to the transaction with the SEC, including a registration statement containing
a joint proxy statement/prospectus on Form S-4 to be filed by Rick's. Investors are urged to read the joint proxy
statement/prospectus regarding the proposed merger, if and when it becomes available, because it will contain
important information. When it becomes available, shareholders and other investors will be able to obtain a free copy
of the joint proxy statement/prospectus, and are able to obtain free copies of other filings and furnished materials
containing information about Rick's and VCG Holding at the SEC's internet website at www.sec.gov. Copies of the
joint proxy statement/prospectus, when it becomes available, and any SEC filings incorporated by reference in the joint
proxy statement/prospectus can also be obtained, without charge, by directing a request to Rick's Cabaret
International, Inc., 10959 Cutten Road, Houston, Texas, 77066, telephone (281) 397-6730, Attention: Phil Marshall, or
to VCG Holding Corp., 390 Union Boulevard, Suite 540, Lakewood, Colorado 80228, telephone (303) 934-2424,
Attention: Courtney Cowgill.ospectus, and are able to obtain free copies of other filings and furnished materials
containing information about Rick's and VCG Holding at the SEC's internet website at www.sec.gov. Copies of the
joint proxy statement/prospectus, when it becomes available, and any SEC filings incorporated by reference in the joint
proxy statement/prospectus can also be obtained, without charge, by directing a request to Rick's Cabaret
International, Inc., 10959 Cutten Road, Houston, Texas, 77066, telephone (281) 397-6730, Attention: Phil Marshall, or
to VCG Holding Corp., 390 Union Boulevard, Suite 540, Lakewood, Colorado 80228, telephone (303) 934-2424,
Attention: Courtney Cowgill .
Holding") intend to file documents relating to the transaction with the SEC, including a registration statement containing
a joint proxy statement/prospectus on Form S-4 to be filed by Rick's. Investors are urged to read the joint proxy
statement/prospectus regarding the proposed merger, if and when it becomes available, because it will
contain important information. When it becomes available, shareholders and other investors will be able to obtain a
free copy of the joint proxy statement/prAdditional Information and Where to Find It In connection with the proposed merger,
Rick's Cabaret International, Inc. ("Ricks") and VCG Holding Corp. ("VCG
Holding") intend to file documents relating to the transaction with the SEC, including a registration statement containing
a joint proxy statement/prospectus on Form S-4 to be filed by Rick's. Investors are urged to read the joint proxy
statement/prospectus regarding the proposed merger, if and when it becomes available, because it will contain
important information. When it becomes available, shareholders and other investors will be able to obtain a free copy
of the joint proxy statement/prospectus, and are able to obtain free copies of other filings and furnished materials
containing information about Rick's and VCG Holding at the SEC's internet website at www.sec.gov. Copies of the
joint proxy statement/prospectus, when it becomes available, and any SEC filings incorporated by reference in the joint
proxy statement/prospectus can also be obtained, without charge, by directing a request to Rick's Cabaret
International, Inc., 10959 Cutten Road, Houston, Texas, 77066, telephone (281) 397-6730, Attention: Phil Marshall, or
to VCG Holding Corp., 390 Union Boulevard, Suite 540, Lakewood, Colorado 80228, telephone (303) 934-2424,
Attention: Courtney Cowgill.ospectus, and are able to obtain free copies of other filings and furnished materials
containing information about Rick's and VCG Holding at the SEC's internet website at www.sec.gov. Copies of the
joint proxy statement/prospectus, when it becomes available, and any SEC filings incorporated by reference in the joint
proxy statement/prospectus can also be obtained, without charge, by directing a request to Rick's Cabaret
International, Inc., 10959 Cutten Road, Houston, Texas, 77066, telephone (281) 397-6730, Attention: Phil Marshall, or
to VCG Holding Corp., 390 Union Boulevard, Suite 540, Lakewood, Colorado 80228, telephone (303) 934-2424,
Attention: Courtney Cowgill .
Interests
of Participants in the Solicitation of Proxies
Each of
the Rick's and VCG Holding and their respective directors and
executive officers may be deemed to be "participants" in the solicitation of
proxies in respect of the proposed transaction under SEC rules. Information
regarding Rick's directors and executive officers is available in its definitive
proxy statement on Schedule 14A filed with the SEC on July 7, 2009 and in its
annual report on Form 10-K filed with the SEC on December 17, 2009 and
information regarding VCG Holding's directors and executive officers is
available in its definitive proxy statement on Schedule 14A filed with the SEC
on April 30, 2009. Copies of these documents can be obtained, without
charge, at the SEC's internet website at www.sec.gov or by directing a request
to the Rick's or VCG Holding, as applicable, at the addresses above. Other
information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available.
executive officers may be deemed to be "participants" in the solicitation of
proxies in respect of the proposed transaction under SEC rules. Information
regarding Rick's directors and executive officers is available in its definitive
proxy statement on Schedule 14A filed with the SEC on July 7, 2009 and in its
annual report on Form 10-K filed with the SEC on December 17, 2009 and
information regarding VCG Holding's directors and executive officers is
available in its definitive proxy statement on Schedule 14A filed with the SEC
on April 30, 2009. Copies of these documents can be obtained, without
charge, at the SEC's internet website at www.sec.gov or by directing a request
to the Rick's or VCG Holding, as applicable, at the addresses above. Other
information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available.
OUTLOOK
§ We
Reaffirm our Latest Guidance:
* Earnings
in the Range of $ .95 to
$1.05
per share During Fiscal 2010
*
Revenues will Range Between
$84mm
and $86mm
§ Q2
Starting Off Well, as Anticipated
§ VCG
Holding Not Factored Into
Guidance
THANK
YOU!
THOSE OF
YOU IN THE NEW YORK AREA,
PLEASE JOIN US TONIGHT IN NYC FOR
SOME PERSONAL DUE DILIGENCE
PLEASE JOIN US TONIGHT IN NYC FOR
SOME PERSONAL DUE DILIGENCE
50 West
33rd
Street