UPDATE 1-Rick's Cabaret Q1 profit lags, plans to buy VCG Holding

Tue Feb 16, 2010 6:02pm EST

* Q1 EPS $0.09 vs est $0.13

* Rick's shares fall 12 pct after the bell

Feb 16 (Reuters) - Strip club operator Rick's Cabaret International Inc (RICK.O) posted a quarterly profit that missed estimates and said it plans to buy VCG Holding Corp VCGH.O.

Shares of Rick's were down 12 percent at $11.30 in extended trade.

Under the letter of intent signed by the companies, VCG Holding's shareholders will receive Rick's shares based on certain exchange ratios, valuing VCG Holding's shares between $2.20 and $3.80 a share.

Based on Rick's Tuesday closing price of $12.89, VCG Holding's shares would be valued at $2.66 a share, the companies said.

Rick's will also buy 5.77 million VCG Holding's shares held by Troy Lowrie and his affiliates for $2.44 a share in cash or the price of common stock received by VCG Holding's shareholders in the proposed merger, whichever is lower.

Rick's currently operates 18 nightclubs in seven states while VCG Holding operates 20 clubs in 10 states. The deal would create the largest publicly traded operator of upscale strip clubs in the United States, the companies said.

For the first quarter, Rick's reported net income available to the company of $782,688, or 9 cents a share. Total revenue rose 17 percent $20.0 million.

Analysts on average were expecting earnings of 13 cents a share on revenue of $19.3 million, according to Thomson Reuters I/B/E/S.

Rick's costs related to acquisition activities and aggressive marketing more than doubled to $2.9 million. (Reporting by Viraj Nair in Bangalore; Editing by Anne Pallivathuckal)

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