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SECURITIES AND EXCHANGE COMMISSION
FORM 12b-25
SEC File Number 1-5759
NOTIFICATION OF LATE FILING
(Check One): þ Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-SAR
For Period Ended: December 31, 2004
| o | Transition Report on Form 10-K | |||
| o | Transition Report on Form 20-F | |||
| o | Transition Report on Form 11-K | |||
| o | Transition Report on Form 10-Q | |||
| o | Transition Report on Form N-SAR | |||
For the Transition Period Ended:
Read instruction (on back page) before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify item(s) to which the notification relates:
| Part I. Registrant Information | ||||||||
| Part II. Rule 12b-25(b) and (c) | ||||||||
| Part III. Narrative | ||||||||
| Part IV. Other Information | ||||||||
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Part I. Registrant Information
Full name of registrant Vector Group Ltd.
Former name if applicable
Address of principal executive office (Street and number)
100 S.E. Second Street
City, State and Zip Code Miami, Florida 33131
Part II. Rule 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.)
| þ | (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |||
| þ | (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| o | (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |||
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed).
Pursuant to rules and regulations established by the Securities and Exchange Commission and the Public Company Accounting Oversight Board to implement Sections 404(a) and 404(b) of the Sarbanes-Oxley Act of 2002, we are required to include in our annual report on Form 10-K for the year ended December 31, 2004 a report of our management on our internal control over financial reporting including an assessment of the effectiveness of our internal control over financial reporting and an attestation report of our independent registered certified public accounting firm on our management’s assessment of our internal control over financial reporting and the effectiveness of internal control over financial reporting.
Due to our delays in completing these requirements, we were unable to file our annual report on Form 10-K for the year ended December 31, 2004 without unreasonable effort or expense by March 16, 2005.
We anticipate that we will file our complete annual report on Form 10-K for the year ended December 31, 2004 on or before the fifteenth day following the prescribed due date.
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Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this notification.
Richard J. Lampen
|
305 | 579-8000 | ||||||
(Name)
|
(Area Code) | (Telephone Number) | ||||||
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
þ Yes o No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
þ Yes o No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Our results of operations to be reflected in the financial statements in the Form 10-K will be consistent with the statements of operations attachment hereto. Our revenues for the year ended December 31, 2004 were $498.9 million compared with $529.4 million for the year ended December 31, 2003. Our net income for the year ended December 31, 2004 was $6.7 million, or $0.16 per diluted share, compared with a net loss of $15.6 million, or $0.38 per diluted share, for the year ended December 31, 2003.
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Vector Group Ltd.
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: March 17, 2005 | By: | /s/ Richard J. Lampen | ||
| Name: | Richard J. Lampen | |||
| Title: | Executive Vice President | |||
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VECTOR GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
| Three Months ended | Twelve Months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
Revenues: |
||||||||||||||||
Tobacco* |
$ | 127,991 | $ | 127,589 | $ | 498,860 | $ | 529,385 | ||||||||
Total revenues |
127,991 | 127,589 | 498,860 | 529,385 | ||||||||||||
Expenses: |
||||||||||||||||
Cost of goods sold (including inventory
Impairment of $0, $0, $37,000 and $0) |
73,316 | 77,105 | 325,663 | 339,617 | ||||||||||||
Operating, selling, administrative and general expenses |
36,730 | 38,222 | 144,051 | 167,978 | ||||||||||||
Restructuring and impairment charges |
6,155 | 1,221 | 13,699 | 21,300 | ||||||||||||
Operating income |
11,790 | 11,041 | 15,447 | 490 | ||||||||||||
Other income (expenses): |
||||||||||||||||
Interest and dividend income |
1,015 | 1,280 | 2,563 | 4,696 | ||||||||||||
Interest expense |
(7,064 | ) | (6,305 | ) | (25,077 | ) | (26,592 | ) | ||||||||
Loss on extinguishment of debt |
(4,694 | ) | — | (5,333 | ) | (1,721 | ) | |||||||||
Gain on investments, net |
2,776 | 879 | 8,664 | 1,955 | ||||||||||||
Gain on sale of assets |
— | 478 | — | 478 | ||||||||||||
Equity (loss) income from non-consolidated real
estate businesses |
(45 | ) | 265 | 9,782 | 901 | |||||||||||
Other, net |
67 | (2 | ) | 60 | 19 | |||||||||||
Income (loss) from continuing operations before provision
(benefit) for income taxes and minority interests |
3,845 | 7,636 | 6,106 | (19,774 | ) | |||||||||||
(Benefit) provision for income taxes |
(9,585 | ) | 4,741 | (6,960 | ) | (666 | ) | |||||||||
Minority interests |
(4,803 | ) | 532 | (9,027 | ) | 2,976 | ||||||||||
Income (loss) from continuing operations |
8,627 | 3,427 | 4,039 | (16,132 | ) | |||||||||||
Discontinued operations: |
||||||||||||||||
Income from discontinued operations |
79 | 122 | 458 | 522 | ||||||||||||
Gain on disposal of discontinued operations, net of
minority interests |
2,231 | — | 2,231 | — | ||||||||||||
Gain from discontinued operations |
2,310 | 122 | 2,689 | 522 | ||||||||||||
Net income (loss) |
$ | 10,937 | $ | 3,549 | $ | 6,728 | $ | (15,610 | ) | |||||||
Per basic common share: |
||||||||||||||||
Income (loss) from continuing operations |
$ | 0.21 | $ | 0.08 | $ | 0.10 | $ | (0.40 | ) | |||||||
Income from discontinued operations |
$ | 0.05 | $ | 0.01 | $ | 0.06 | $ | 0.02 | ||||||||
Net income (loss) applicable to common shares |
$ | 0.26 | $ | 0.09 | $ | 0.16 | $ | (0.38 | ) | |||||||
Basic weighted average common shares outstanding |
41,749,129 | 40,824,261 | 41,403,744 | 40,681,214 | ||||||||||||
Per diluted common share: |
||||||||||||||||
Income (loss) from continuing operations |
$ | 0.20 | $ | 0.08 | $ | 0.10 | $ | (0.40 | ) | |||||||
Income from discontinued operations |
$ | 0.05 | $ | — | $ | 0.06 | $ | 0.02 | ||||||||
Net income (loss) applicable to common shares |
$ | 0.25 | $ | 0.08 | $ | 0.16 | $ | (0.38 | ) | |||||||
Diluted weighted average common shares outstanding |
43,488,690 | 42,938,565 | 43,222,027 | 40,681,214 | ||||||||||||
| *Revenues and Cost of goods sold include excise taxes of $42,945, $45,874, $175,674 and $195,342, respectively. |