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VCG Holding Corporation (NASDAQ:VCGH)

Q3 2009 Earnings Call

November 12, 2009 11:00 am ET

Executives

Troy Lowrie - Chairman & Chief Executive Officer

Courtney Cowgill - Chief Financial Officer

Adam Currier - Investor Relations

Analysts

Peter Cyrus - Guerrilla Capital

[Ephraim Fields – Clarice]

[Jamieson] - Whitebox Advisors

Brian Sells - Peak Financial

Operator

Good day everyone and welcome to today’s VCG Holding Corporation 2009 third quarter earnings conference call. As a reminder today’s call is being recorded. For opening remarks, I will now turn the call over to Mr. Adam Currier. Please go ahead, sir.

Adam Currier

Thank you. Welcome everyone and thank you for joining us on VCG Holding Corps., third quarter 2008 conference call. Our speakers today will be Troy Lowrie, Chairman and Chief Executive Officer; and Courtney Cowgill, Chief Financial Officer. A copy of the company’s slide presentation, which will be reference during this call, is available at VCG’s website www.vcgh.com. The presentation is located in the Investor Relations section under events and presentations.

Before we get started, I would like to remind everyone that certain statements made during the course of this conference call, our 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 on 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 looking from time-to-time in the company’s reports with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2008 and Form 10-Q expected to be filed on or about November 12, 2009.

All forward-looking statements attributable to VCGH or any persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. All guidance and forward-looking statements in this conference call are made as of the date hereof and VCG does not undertake any obligation to update any forecast or forward-looking statements except as maybe required by law.

With that, I’d now like to turn the call over to Mr. Troy Lowrie. Troy; please go ahead.

Troy Lowrie

Thank you, Adam and good morning everyone. I’d like to welcome those of you joining us by the telephone and the internet. I’d like to invite everybody to open up the power point presentation and turn you attention to slide three.

Slide three is a graph book to fiction of a summary of where we are for the year, for the year-to-date in’09 and shows Q3 revenue ‘09 versus Q3 revenue ‘09, a difference of $13.9 million for this quarter versus $15.2 million for last year same quarter and net income of 600,000 versus $1.8 million this quarter versus a quarter year ago. You can also see the year-to-date income of $41.6 million for nine months, compared to the 12 months of ‘08 of $57.7 million in the 12 months of ‘07 of $39.6 million.

Turning to page four, page four to fix the EBITDA margins for year-to-date in Q-over-Q, you can see that our EBITDA margins have dropped this quarter to 15.8% versus 27.2% for same quarter year ago, averaging 17% EBITDA margins for the nine months of this year so far versus 20% for ‘08.

Going to page five, more significantly and represents kind of the goals that we set out in the first quarter to fix free cash flow summarizes our share repurchases and shows the current debt reductions. As response to what our shareholders asked for early in the year, we have accomplished many of our goals by buying back cost of 327,000 shares before year end of last year and currently 399,000 shares for the nine months this year.

We’ve also achieved a little more than our goal. I think we’re now facing our goal if having debt of lower than $30 million. Debt reduction for the first six months of this year was $2.3 million. Debt reduction between Q2 and Q3 was $3.4 million, helped by the sale of the Ethic Arian property of $1.8 million of debt and help by the prepayment of Bryan Foster, now will regard a benefit of $263,000 offset of loan receivable for that entity also.

Back in those out, we’re still averaging about $1.2 million of just average pay down of debt, with that it looks like will be well under $30 million goal by the end of the year. Top the page also the fix very similar and consistent cash flow numbers $1.2 million for the first quarter, $1.3 million for the second quarter and $1.2 million again for the third. You can see that the majority of our free cash is going to pay down bloom notes and debt.

Turning to page six, is a financial summary of the income statement .Significant highlights that I see, EBITDA for the nine months this year $7.3 million versus $10.9 million last year. The bigger highlight towards bottom in this page under working capital was first time I believe the company’s had positive working capital.

Although I’m excited about that, as we put to the next stage on page seven, we’ve done really well to manage our bloom payments of debt; we show the schedule of the debt that do over the next five years. 2010 has been pretty well within the $1,70,000 due in bloom payments.

This doesn’t count normal amortizations. 2011 right now, has $16 plus $17 million of loan to. Some of that includes normal bank debt that will be renewed. So, you would have to back with the accurate, but we do after continue to manage that, but I think we’ve done pretty well on the last year. I think there was the point in 2009. While we request $10 million that was due in 2009 and some similar in 2010 and that’s been well managed and moved out to subsequent years.

Turning to page eight, as everybody knows management’s tendered and offer to purchase the company all the shares, the letter indents submitted to VCG on November 3, declare all outstanding common stock of the company for two time of share were trailed to cash proposal. The reporting entity includes of the Chairman and CEO, myself and certain management. VCG’s Board of Directors has formed special committee of independent directors to review and evaluate this proposal and provide recommendation to approve or decline that offer.

A special committee was formed to maximize shareholder value and evaluate VCG’s alternative proposal. It will follow a normal process that any other company would follow, they will hold their fiduciary duty and they will accept outside bids and get valuations from investment banking firms. That concludes the power point presentation.

At this time, I’d like to turn the call over the Courtney Cowgill to review the Q.

Courtney Cowgill

Thanks, Troy and good morning everyone. I hope, you had a chance to read our press release and I’ve taken a quick glance at the Q that we filed this morning. As our number show, we had another quarter really pretty consistent revenue, net income, EBITDA and free cash flow over this 2009. So, I want to take a moment to summarize our numbers for the quarter in the first nine months and it amazes this me that third quarter really was a pretty strong year image what happened in the first and second quarters of 2009.

So revenue, let’s just talk about the quarter itself. Total revenues remained level between the first, second and third quarters of ‘09, with variances less to $200,000 during any of those quarters. Revenues for the third quarter three months period was $13, 888,000, revenue for the second quarter was $13,000,959; revenue for first quarter was $13,000,774. So that’s a difference between $71,000 less than Q2 and $114,000 more than Q1, that’s amazingly leveled revenue.

We are seeing some effects in the continued down economy, it did had us later than other areas for us the recession is still being felt in the class. Revenue for the individual class is not very dull that much this year either when compared by quarter. The A class locations have experienced a drop in revenue as we expected when compared to 2008, but have helped steady at that lower level in 2009.

The B class, really are still the strongest group as a whole, what did class reported in drop in revenue when compared to the same time period in ‘08, there were some classes, while are reporting sales growth in ‘09 and in Q3. The C class, are really the most consistent holding revenue in contributing cash flow. The four C class experienced a revenue drop of only 2% for the third quarters.

The costs of sales stayed remarkably constant with strong inventory controls, keeping the cost of sales percentages and the gross profit margin inline to relations which other. This is a metric that we use here for management control and the cost of sales to revenue percentage as a range between 23% and 24% for each quarter in ‘09.

Operating expenses were also consistent during the first, second and third quarters of ‘09, running between 80% and 85% of total sales. So if you look at our numbers, operating expenses for Q3 were $11, 848, operating expenses for Q2 were $11,767 million and operating expenses for Q1 were $11,587 million, again amazingly consistent in relation to the consistent revenue.

The reasons for our changes in Q3, I’ll go with some highlights there. Let’s go over taxes and permits of first loan because that’s really a substantial change. First of all, we had a much higher increase in employment tax. I have to say, I did not explain it as well and looking at is this morning than I should have. Our legal section, you will see our reference to an IRS audit that was performed on one of our clubs in Denver, in August and September of ‘09.

We paid an additional $61,000 in employment taxes for 2006, ‘07 and ‘08 as a result that audit. The IRS did came in and tell us, that they’re going to be coming back to visit us again probably the end of January and February. So as a result, I did an internal review using the exact same techniques the IRS as it use of all of our clubs for those same three years and we came up with basically in additional potential tax liability of about $385,000. So for this quarter I booked $61,000 that we paid and the additional $385,000 of anticipated in prior taxes.

So, when you look at the differences of the increase between Q3 ‘09 employment taxes and Q2 ‘09 to Q3 ‘08. Employment taxes about $590,000, $446,000 specifically relates that IRS audit. Under accounting rules since the estimate is probable actually potential and unlikely and we were able to calculated, I was required IRS law or by accounting rules to book that accrual.

Other things that have gone up, our business licenses that stayed pretty much the same for the quarter, our property taxes have increased, that’s not a surprise. It’s basically all the stage right now or out there on the major revenue push and our patron tax, I do want you to understand that we are in deep paying that patron tax were accruing and paying in based on the account of our the recommendation of our Texas Council.

We felt that the risk of not paying that could potential result in forfeiture that tax in the future and we just in and want to go there. So basically that was pretty much the increase in taxes and permits. Legal fees did decrease for the third quarter, but they still over the 2008 year-to-date numbers. We have concluded a lot of the legal issues that we’re barging as the beginning of the year. The SEC comment letter, some of that as a result our legal fees did, dropped in Q3.

Other professional fees are still up. This other professional fees include audit fees, consulting fees, our SOX work and our tax work. So we did pay extra money for the audit in first quarter and second quarter of 2009, that’s reflects our year-to-date numbers. We are right now working on our final SOX compliance or be SOX compliance year end.

Even though we are a small cap company and no longer exempt under SOX they have been six months. Management decided to go ahead and have the SOX testing down to confirm our complaints this year. Interest expense is down for the quarter, because the sale of the Arizona property and the transfer of that related mortgage debt to the seller and then again because of the principal pay down of almost $5.69 at the beginning of the year that Troy has talked about.

Income taxes of decreased also from the prior year percentages in part by the corresponding increase in revenue or decrease in revenue, but also because of the impairment loss that will be able to recognizing this year on the sale of Arizona property. Sales and impairment loss we took a 12/31/08.

Now, net income is also states among the three quarters. The after tax net income for Q3 was about $632,000. Net income for Q2 was higher $763,000 and net income for Q1 was $652,000, that’s really within $20,000 of what we’ve reported for this quarter, EBITDA, again pretty consistent with flat this year when compared on a quarter-to-quarter basis.

Q3 EBITDA was $2,189,000, Q2 EBITDA was $2,706,000, but that also includes the effect of that non-cash second quarter impairment that we have to recognize on the sale of the Arizona property. Q1 was $2,438,000, so you can see that those are actually pretty consistent.

Now for free cash flow for the quarter was still reporting a consistent stream of free cash flow, it’s hardly there it obviously next quarters. Free cash flow for Q3 was $1,205,000, free cash flow for Q2 was $1,386,000, and free cash flow for Q1 was $1,112,000. So those difference is really between quarters almost $100,000.

Let’s talk for a moment about the nine months year-to-date comparison. Revenue for the nine months ending 9/30 was $41,623,000. This compares to 2008 revenue for the same nine months of $43,163,000 as Troy said that’s a decrease of 3.6%. We didn’t have five stores this quarter or this year that we reported or getting close from 1% to 9% and overall our same store had been share growth of about 6.7%.

The cost of goods sold, percentages decreased by $884,000 or 17% from that same time period last year, this proves that we are retaining good control over inventory and profit margin. Our salaries and wages are up by 2.8% or $275 million for the nine months of the same period, same nine months last year. I also talk already about tax and impairments, but again most of that are $446,000 of that increase relates that could IRS tip audit, we are accrued for that now.

Other things that happened this year, we did happen impairment loss on the Arizona building, that’s a one time $268,000 non-cash charge. Rent increases happened this year, we’ve increased by 21% over the same period in 2008 and partly of that is just regular scheduled rent increases and part of that is the implementation of the accounting guidance on leases, which require as to level out these payments over the entire less of very long reason.

Operating expenses were constant for that nine months period between ‘08 and ‘09. Operating expenses for 2009 was $35,204, operator expenses for the nine months period in 2008, were $32,856 million again it’s a very consistent trend percentage. Current tax decreased by 94% that what we’re going to be paying or $13 million and $1,000,365, that’s down to current liability of $87,000 a good portion of that is, because of the sale of the Arizona property.

Net income for the nine months ended was $2,000,048 expenses on the share compared to $4,000,774 or $0.27 per share for the same nine months period. Let’s just talk for a moment about cash, because in my opinion cash is king. The net cash flow from operations was $5.4 million for the nine months ending 9/30/09. We still are consistently recording positive cash flow and positive free cash flow from operation.

Free cash flow for that nine months period in ‘09 totaled $7,000,375 and as we’ve said, and committed to beginning of the year, we had used that cash to pay down debt and buyback stock. Our free cash flow was consistently both income and I think that’s a very positive statement.

Our balance sheet, we had $2.3 million in cash balances at 9/30/09. We are very consistent running in $2.5 million of cash balances in the end of every quarter. This company is not in violation of any loan covenants, we’ve already done what little covenant testing we’ve done in submitted for the tax this morning. I am not expecting as to be any violation at any loan covenants at all.

We’ve finished the quarter with almost $1.6 million available for us to use inline of credit and we are reporting a positive working capital balanced as of 9/30/09 in part because of the reduction of the current debt. Now, that’s pretty much a high level review of what’s reported in the Q. I will start the question-and-answer period of this call, but I want to make a comment. Before we start I want to advise you, that we cannot accept any question, any statement or any opinions about the recently announced offer from Mr. Lowrie to acquire the company.

As you know from November 4, filling with SEC, the company formed its special committee of the Board of Directors, comprise of our purely independent directors, who was form to review analyze and if appropriate response and negotiate in Troy’s offer, that special committee and its financial and legal advisor will also an evaluate an explore the company’s alternative to Troy’s offer. So basically any sales of company or any other transaction resulting from this process will be conducted by this special committee. They will not be discussed by Troy or me.

At this point, we have been told by our legal council, that this is all we can say. So, I am asking you that you respect our instructions of the special committee can be as effective as possible in running this process. They’re working in a manner design to maximize shareholder value in any intersection involving this company. So if you do this limitation and asking question that offer, I will be force to touch your question on.

Thank you, question-and-answers.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Peter Cyrus - Guerrilla Capital.

Peter Cyrus - Guerrilla Capital

During the quarter according am I asking about the quarter not about the buyers. You bought back 148,000 shares of $329, with that your price of $2.21 of shares that’s map as got nothing to do with the buyer. I just want to ask how you made the decision to pay 221 for the stock you bought in the open market that has nothing to do with the buyer.

Courtney Cowgill

Peter, when we did this, we actually have a formula that we maintain here where we look at debt. We look at the stock price and we look at what other things you can do with the cash and it’s actually a numbers we run, that goes up and down with that a lot of the company as what the market price is. At that time, our formula and our evaluation that it was best for us to buy stock back rather than use of things for anything else.

Peter Cyrus - Guerrilla Capital

So the formula again, I’m not answering about the buy, the formulas said, given the consistency of free cash flow $221 and then the average price was good priced effect. I’m not answering about, as more accretive than acquisition better than having that. Second question I had is, what was the last price you sold stock at? Not personally, what is the last price the company raised capital at?”

Courtney Cowgill

I would have to go back and look at that, when I don’t have that answer of the top of my head.

Peter Cyrus - Guerrilla Capital

I just had a curiosity, higher or lower than two ton of share?

Courtney Cowgill

I don’t know. I’ll get back and look at that, but I’m sorry. If you remember, you’ve never asked me that question before. So I’ll happy to do some homework.

Operator

Your next question comes from [Ephraim Fields - Clarice].

Ephraim Fields - Clarice

I had a couple of questions, maybe you could just focus on the nine months numbers in these regard. I was just trying to understand a little bit out of the legal fees and the other professional fees. Specifically, just trying to understand, I know there’s a lot of stuff had happened this year and last year. Just trying to understand how much of those expenses should be occurring on a kind of normalized basis now that you largely cleaned up a lot of issues that you had in the past just piece by piece?

Courtney Cowgill

Let’s talk professional fees, because that’s really a much higher on the year-to-date, that’s actually up 25% over 2008. When you stop, it will work at the efforts that we put in to addressing that comment letter. It was my opinion that it was better just to answer those questions quickly and accurately.

We basically pay the auditors more additional $78,000 in fees to help us with that comment letter and to make sure that those were fine, that’s the onetime charge, that won’t happen again because I’m not planning on not on what the common letter again. Our legal fees were also again probably about $65,000 of that specifically address to that comment letter.

Third, we did hire Houlihan, LLP to come out and do our impairment testing. We’ve started at that point, they had already done the valuations of the class, but we felt that was important and that was another $65,000. So when you add up those together, that tells you pretty much one reason why the other professional fees were so high.

The second reason that professional fees were so high is that, I have believed consistently that it’s been important for this company to document our SOX compliance. We have had our SOX out the past year now, their ex price lot has scooper sky to come out and again review that. Now a lot of those came in Q3, they always do most of their working in Q3 and Q4, but our SOX compliance has testing for this year, is going to cost of that $65,000 and again that’s a good portion of that, but I think that’s a very important internal control metric for our investors.

Ephraim Fields - Clarice

Just a follow and I’m not questioning whether or not appropriate to spend the money not at all, just trying to understand, but what you just broke out was, I don’t know $250 million ballpark of $1.8 million year-to-date number. So again what I’m just trying to understand is, once you put everything behind you, what should that number be? What do you expect that number to be over the next 12 months, so I mean that there are no kind of non-recurring items?

Courtney Cowgill

I think if you do the math and they just gave you, those are the non-recurring items that will comeback. The SOX compliance, these will go down also, but I’m not paying that additional $78 million to the auditors. I think they’re great, but they won’t be doing that work again. I don’t need that assistance releasing in 2009. I will need that legal work for 2009, not really I need that additional cost and impairment testing. So those are history, those were things we incurred right now anticipating in the future.

In our legal fees, a lot of what you’re seeing there, the legal fees on the lawsuit in Minneapolis. Now, we’re hoping that lawsuit will wind down and those charges will basically end, but my crystal ball will little vague on that one. Our legal counsel is working that issue. We have separate counsel that’s handling that case in Minneapolis. So it will really hopefully go away, probably maybe in Q1 or Q2 of 2010.

Ephraim Fields - Clarice

We’re talking about the $876,000 of year-to-date number and you’re saying that was…?

Courtney Cowgill

Of that $876,000 at least $200,000 to $250,000 of that relates to the Minneapolis lawsuit. It goes right to the bottom line. So we need to defend our position on it.

Ephraim Fields - Clarice

I’m just to trying to understand, what things would look like on a clean basis. It is my final question just has to do with the company’s buyback. Can you just walk us through I know that the previous caller had asked about at “What prices you are buying?” Can you just walk us through internally, what the process is, in terms of decision to buy stock? Is there 10b 5 plan, who’s responsible for buying back the stock? Who makes the decision?

Courtney Cowgill

We did that 10b 5 plan and actually it was approved and operating. The Board decided to terminate that plan when offer was made by Troy. At this time, we felt it was inappropriate for the company to the buying back shares. So that plan had terminated right now and we are not acquiring any stock until this result.

Therefore, I think there’s a lot of public information out there over the last, I guess about three years ago that the Board originally authorized up to $10 million purchase that ratified at again about a year ago and two different million dollar increment, so I think that this press releases in public information that can get you back to those dates.

Ephraim Fields – Clarice

Yes, I didn’t see a press release of tend be five point maybe I just miss that. When was the 10b-5 plan initiated?

Courtney Cowgill

Actually it was really October when we decided to really put that in place. We talked about a little bit and then actually went out enacted at that point that were October. The reason for the 10b-5 plan it allowed us to buy stock back during closed period and that was the benefit of it.

Ephraim Fields - Clarice

Before you had the 10b-5 plan in place, how was the buyback conducted? Courtney where you deciding whether or not you should about back stop was the board saying, the stocks are at good level. Its buy stock today, was for in-charge of that…

Troy Lowrie

Board gave us minimum numbers…

Courtney Cowgill

The Board gave us numbers and guidance on that and there was a discussion with Troy, with me. We looked at the fundamentals we had the metrics we were tracking.

Troy Lowrie

So, the board gave us the top end number and there were two different investments banking from that we use to buyback shares and we use their advice and consult make those decisions.

Operator

Your next question comes from [Jamieson] - Whitebox Advisors.

Jamieson - Whitebox Advisors

To continuing a line of questioning, on prior conference calls as CEO and Chairman Troy you have provided your opinion on the company’s best use of capital and in those conference calls you had indicated buying back shares at essentially this prices and higher was the best use of the company’s capital. Can you explain to us what you currently think the best use of the company’s capital is and maybe rank that from repurchasing debt to acquisitions to buying back shares?

Courtney Cowgill

I think your question puts Troy in a potentially comprising position. Let us just say, right now we’re not buying any back.

Jamieson - Whitebox Advisors

I understand that well then maybe you can deliver just management’s things that the best use of capital.

Courtney Cowgill

Why free cash flow today, what the best years, we it’s going to continue our plan to pay down debt.

Jamieson - Whitebox Advisors

That’s currently what management things as the best use of capital to pay down debt.

Courtney Cowgill

Temporarily right now yes. We don’t release that’s our biggest option. There’s really not any clubs out there right now that we’ve interested in acquiring between now and year end.

Operator

Your final question comes from Brian Sells - Peak Financial.

Brian Sells - Peak Financial

My question relates to the IRS audit and the income adjustment on the tips. What went wrong there? Why this company thing IRS sold this morning?

Courtney Cowgill

Basically, in 2006 and 2007 and even in 2008, we’ve really not yet points of sales in our clubs, we’ve been using smart cash register, which has working very well for us, but technology and IRS rates have changed over that three year period and what happened is, the rules now require companies that have kept employees to be able to track charge tip, buy employee and also the revenues that’s attributable to.

Now, in 2006 and 2007, we didn’t know that 2008, we were really enforcing and working on our tips, but still relying on our employees to report those. Now, what we’re doing to prevent this some happening again, as we’re installing points of sales system in every club. We will have that up in running by the end of 2009. We’re on track for that. I think, basically now that’s what’s happening in the whole hedging industry. I think I was told it’s one of the reasons that’s any can close their doors, but they weren’t willing to put a point of sales system in every restaurant they had.

Brian Sells - Peak Financial

So now as the IRS assessing counties, are the other big problems here or they just kind of sympathetic to the issue?

Courtney Cowgill

No, they’re very sympathetic to the issue and no, we were not assessed single bit of penalty or interest for this. This is really a fairly routine deal. It’s just for us to hit the three years overall. We actually calculated our liability by clubs during exactly the method with the IRS hedging used and I was considered in both with total of those numbers, but we’re not dealing, this is a big problem where we viewing this as just a part of doing business in the tip minimum wage and where the technology has changed the regulations.

Brian Sells - Peak Financial

In terms of the IRS methodology, how did you get to the point where you think their methodology is correct?

Courtney Cowgill

What way did that what we do?

Brian Sells - Peak Financial

I’ve just dealt with a lot of IRS agents in my business career and they’re not always right?

Courtney Cowgill

No, they’re aren’t and trust me. Sitting with this IRS agents and went through every document achieved it. So we have a separate and independent verification of that. Basically, what we do is, we went through charge there for those clubs on a test basis and in doing so, we actually compared what the tip was to what their revenues was and came up with the tip percentage and then we apply that to our total sales. I’m very confident in the number.

Operator

That concludes our question-and-answer session for today. I would like to turn it back over to Mr. Lowrie, for any additional or closing remarks.

Troy Lowrie

I’d like to thank all of you for your participation today and for taking the time to listen to us. If you have any questions, feel free to call Courtney or myself. Thank you and have a great day.

Operator

That does conclude today’s call. Thank you for your participation.

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