SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): AUGUST 14, 2003 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-5759 65-0949535 (Commission File Number) (I.R.S. Employer Identification No.) 100 S.E. SECOND STREET, MIAMI, FLORIDA 33131 (Address of principal executive offices) (Zip Code) (305) 579-8000 (Registrant's telephone number, including area code)
ITEM 7. Financial Statements, Pro Forma Financial Information (c) The following exhibit is furnished as part of this Current Report on Form 8-K. EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Press Release issued August 14, 2003 ITEM 12. Results of Operations and Financial Condition On August 14, 2003, Vector Group Ltd. announced its financial results for the quarter ended June 30, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. 2
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VECTOR GROUP LTD. By: /s/ JOSELYNN D. VAN SICLEN ------------------------------------ Joselynn D. Van Siclen Vice President and Chief Financial Officer Date: August 14, 2003 3
EXHIBIT 99.1 [Citigate Sard Verbinnen Logo] NEWS FOR IMMEDIATE RELEASE Contact: Paul Caminiti/Brandy Bergman/Carrie Bloom Citigate Sard Verbinnen 212/687 - 8080 VECTOR GROUP REPORTS SECOND QUARTER 2003 FINANCIAL RESULTS MIAMI, FL, AUGUST 14, 2003 -- Vector Group Ltd. (NYSE: VGR) today announced financial results for the second quarter ended June 30, 2003. Second quarter 2003 revenues were $131.2 million, compared to revenues of $140.1 million in the second quarter of 2002. The Company recorded operating income of $0.8 million in the 2003 second quarter, compared to an operating loss of $4.8 million in the second quarter of 2002. Net loss for the 2003 second quarter was $4.9 million, or $0.13 per diluted common share, compared to a net loss of $3.3 million, or $0.10 per diluted common share, in the 2002 second quarter. For the six months ended June 30, 2003, revenues were $264.3 million, compared to $237.2 million for the first six months of 2002. The Company recorded operating income of $0.6 million for the 2003 six-month period, compared to an operating loss of $19.9 million for the 2002 period. Net loss for the 2003 six-month period was $9.8 million, or $0.27 per diluted common share, compared to a net loss of $15.2 million, or $0.44 per diluted common share, for the 2002 period. For the three and six months ended June 30, 2003, the Company's conventional cigarette business, which includes Liggett Group cigarettes and USA brand cigarettes, had revenues of $120.8 million and $245.7 million, respectively, compared to $138.7 million and $232.8 million for the three and six months ended June 30, 2002. Operating income was $27.6 million for the second quarter of 2003 and $57.8 million for the first six months of 2003, compared to $24.9 million and $43.4 million for the three and six months ended June 30, 2002, respectively. The results for the six months ended June 30, 2002 included - more -
a pre-tax restructuring charge of $3.5 million recognized in the first quarter of 2002. CONFERENCE CALL TO DISCUSS SECOND QUARTER 2003 RESULTS As previously announced, the Company will host a conference call and webcast on Friday, August 15, 2003 at 11:00 A.M. (EDT) to discuss second quarter 2003 results. Investors can access the call by dialing 877-692-2590 or via live webcast at WWW.VCALL.COM A replay of the call will also be available shortly after the call ends on August 15, 2003 through August 22, 2003. To access the replay, dial 877-519-4471 and enter 4086725 as the conference ID number. The archived webcast will also be available at WWW.VCALL.COM for 30 days. Vector Group is a holding company that indirectly owns Liggett Group Inc., Vector Tobacco Inc. and a controlling interest in New Valley Corporation. Additional information concerning the company is available on the company's website, www.VectorGroupLtd.com. [Financial Table Follows] # # # -2-
VECTOR GROUP LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Three Months Ended Six Months Ended ----------------------------- ------------------------------ June 30, June 30, June 30, June 30, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Revenues: Tobacco* ................................................... $ 129,400 $ 139,813 $ 260,743 $ 236,571 Real estate leasing ........................................ 1,777 237 3,576 661 ------------ ------------ ------------ ------------ Total revenues ........................................... 131,177 140,050 264,319 237,232 Expenses: Cost of goods sold* ........................................ 86,010 100,873 169,801 161,875 Operating, selling, administrative and general expenses .... 44,344 44,021 93,895 96,060 Settlement charges ......................................... -- -- -- (807) ------------ ------------ ------------ ------------ Operating income (loss) .................................. 823 (4,844) 623 (19,896) Other income (expenses): Interest and dividend income ............................... 1,127 2,581 2,572 5,401 Interest expense ........................................... (8,516) (6,920) (15,665) (12,305) Gain on investments, net ................................... 332 68 270 1,389 Gain on sale of assets ..................................... -- 9,028 -- 8,684 Equity loss from non-consolidated New Valley real estate businesses ........................................ (174) -- (891) -- Other, net ................................................. 24 (6) 17 (163) ------------ ------------ ------------ ------------ Loss from operations before (benefit) provision for income taxes and minority interests ................................... (6,384) (93) (13,074) (16,890) (Benefit) provision for income taxes ....................... (649) 591 (1,242) (3,671) Minority interests ......................................... 805 (2,658) 2,053 (1,986) ------------ ------------ ------------ ------------ Net loss ....................................................... $ (4,930) $ (3,342) $ (9,779) $ (15,205) ============ ============ ============ ============ Per basic common share: Net loss applicable to common shares ....................... $ (0.13) $ (0.10) $ (0.27) $ (0.44) ============ ============ ============ ============ Basic weighted average common shares outstanding ............... 36,963,695 34,920,148 36,784,081 34,912,553 ============ ============ ============ ============ Per diluted common share: Net loss applicable to common shares ....................... $ (0.13) $ (0.10) $ (0.27) $ (0.44) ============ ============ ============ ============ Diluted weighted average common shares outstanding ............. 36,963,695 34,920,148 36,784,081 34,912,553 ============ ============ ============ ============ - ---------------- * Revenues and Cost of goods sold include excise taxes of $48,519, $54,926, $98,336 and $93,190, respectively. -3-