UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
Amendment No. 1
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2006
VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
(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)
(Registrant’s Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01. Other Events
On November 9, 2006, we determined we would restate our financial statements for each of
the years ended December 31, 2004 and 2005, and selected financial data for each of the years 2004
and 2005 appearing in Item 6 of our 2005 Annual Report on Form 10-K, as amended, as well as our
interim financial statements for all interim periods within 2005 and the first two quarters of
2006. The restatement corrected an error in the computation of the debt discount amortization
created by the embedded derivative and the beneficial conversion feature associated with our 5%
variable interest senior convertible notes due 2011, which were
issued in the last quarter of 2004 and the first half of 2005. The restatement adjustments affected our
previously reported interest expense, the related income tax effect, and extraordinary items, as
well as our previously reported other assets, long-term debt, additional paid-in
capital and accumulated deficit balances. See Note 2 — Restatement of Financial Results and Note
23 — Restated Financial Information to the financial statements
included in the Company’s Form 10-K/A for the year
ended December 31, 2005, which was filed on November 24, 2006, and Notes 2 — Restatement of
Financial Results and Note 16 — Restated Financial Information to our Forms 10-Q/A for the
quarterly periods ended March 31, 2006 and June 30, 2006, which were filed on November 22, 2006 and
Form 10-Q for the quarterly period ended September 30, 2006, which was filed on November 14, 2006.
The aggregate net effect of the restatement was to increase stockholders’ equity by $4.781
million as of June 30, 2006, $4.142 million as of March 31, 2006, $3.422 million as of December 31,
2005 and $336,000 as of December 31, 2004. The restatement also increased net income for the three
months ended March 31, 2006 and 2005 by $720,000 ($0.01 per diluted common share) and $731,000
($0.01 per diluted common share), respectively, and decreased net loss for the three months ended
June 30, 2006 by $639,000 ($0.01 per diluted common share) and increased net income for the three
months ended June 30, 2005 by $1.071 million ($0.02 per diluted common share). In addition, the
restatement adjustments increased net income for the six months ended June 30, 2006 and 2005 by
$1.359 million ($0.03 per diluted common share) and $1.802 million ($0.04 per diluted common
share), respectively. Further, the
restatement increased net income by $3.290 million ($0.05 per diluted common share) and $336,000
($0.01 per diluted common share) for the years ended December 31, 2005 and 2004, respectively.
The restatement adjustments corrected the previous amortization method used in calculating the
amortization of the debt discount created by the embedded derivative and beneficial conversion
feature associated with our 5% variable interest senior convertible notes due 2011, which were
issued in the last quarter of 2004 and the first half of 2005. We previously
amortized the debt discount on our 5% variable interest senior convertible notes due 2011 using an
erroneous amortization method that did not result in a consistent yield on the convertible debt
over its term.
On
September 6, 2006, our Board of Directors declared a 5% stock dividend to stockholders of record
as of September 20, 2006. The stock dividend was paid on
September 29, 2006. On October 19, 2006, we filed a
Form 8-K to update our previously filed Selected Financial Data
to reflect the stock dividend. We are filing this Amendment No. 1 to
Form 8-K to provide the effect of the restatement described
above on our previously
updated Selected Financial Data. The stock dividend was not reflected
in the Form 10-K/A filed on November 24,
2006.
Item 9.01. Financial Statements and Exhibit
(c) Exhibit.
Exhibit No.
|
Exhibit | |
99.1
|
Selected Financial Data adjusted to reflect 5% stock dividend paid September 29, 2006 to stockholders of record on September 20, 2006. |
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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/ J. Bryant Kirkland III | |||
| J. Bryant Kirkland III | ||||
| Vice President and Chief Financial Officer | ||||
Date:
November 27, 2006
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EXHIBIT
99.1
Selected Financial Data
The following table sets forth our summary consolidated financial data for
the periods presented below and our earnings per share as adjusted for the stock
dividends described below. The summary interim consolidated financial data have been
derived from our unaudited consolidated financial statements. Our unaudited consolidated
financial statements include only normal and recurring adjustments, necessary to state
fairly the data included therein.
The per share amounts shown below have been retroactively adjusted to reflect the 5%
stock dividend which was paid on September 29, 2006 to stockholders of record on
September 20, 2006 (see note (4) below). Since the stock
dividend was appropriately reflected in our September 30, 2006
and 2005 financial statements in our quarterly report on
Form 10-Q for the quarter ended September 30, 2006 as filed on November 14, 2006, we have not presented the
September 30, 2006 and 2005 information herein.
Our historical results are not necessarily indicative of the results of operations
for future periods, and our results of operations for the six-month period ended June 30,
2006 are not necessarily indicative of the results that may be expected for the full year
ending December 31, 2006. You should read the following summary consolidated financial
data in conjunction with “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our consolidated financial statements and related notes
included in our Annual Report on Form 10-K/A filed on
November 24, 2006 and in our Quarterly
Report on Form 10-Q/A for the period ended June 30, 2006 filed
on November 22, 2006.
| Year Ended December 31, | ||||||||||||||||||||
| 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||
| Restated(1) | Restated(1) | |||||||||||||||||||
Statement of Operations Data: |
||||||||||||||||||||
Revenues(2),(5) |
$ | 478,427 | $ | 498,860 | $ | 529,385 | $ | 503,078 | $ | 447,382 | ||||||||||
Income (loss) from continuing operations |
42,585 | 4,462 | (16,132 | ) | (31,819 | ) | 21,200 | |||||||||||||
Income (loss) from discontinued operations |
3,034 | 2,689 | 522 | 25 | (537 | ) | ||||||||||||||
Extraordinary item |
6,766 | — | — | — | — | |||||||||||||||
Net income (loss) |
52,385 | 7,151 | (15,610 | ) | (31,794 | ) | 20,663 | |||||||||||||
Per basic
common share(4): |
||||||||||||||||||||
Income (loss) from continuing operations |
$ | 0.92 | $ | 0.10 | $ | (0.36 | ) | $ | (0.75 | ) | $ | 0.56 | ||||||||
Income (loss) from discontinued operations |
0.06 | 0.06 | 0.01 | — | (0.01 | ) | ||||||||||||||
Income from extraordinary item |
0.15 | — | — | — | — | |||||||||||||||
Net income (loss) applicable to common
shares |
$ | 1.13 | $ | 0.16 | $ | (0.35 | ) | $ | (0.75 | ) | $ | 0.55 | ||||||||
Per diluted
common share(4): |
||||||||||||||||||||
Income (loss) from continuing operations |
$ | 0.86 | $ | 0.10 | $ | (0.36 | ) | $ | (0.75 | ) | $ | 0.47 | ||||||||
Income (loss) from discontinued operations |
0.06 | 0.06 | 0.01 | — | (0.01 | ) | ||||||||||||||
Income from extraordinary item |
0.14 | — | — | — | — | |||||||||||||||
Net income (loss) applicable to common
shares |
$ | 1.06 | $ | 0.16 | $ | (0.35 | ) | $ | (0.75 | ) | $ | 0.46 | ||||||||
Cash
distributions declared per common share(4) |
$ | 1.47 | $ | 1.40 | $ | 1.33 | $ | 1.27 | $ | 1.21 | ||||||||||
| June 30, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||||||||||||||
| 2006 | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
| Restated(1) | Restated(1) | Restated(1) | ||||||||||||||||||||||
Balance Sheet Data: |
||||||||||||||||||||||||
Current assets |
$ | 305,389 | $ | 319,099 | $ | 242,124 | $ | 314,741 | $ | 376,815 | $ | 515,727 | ||||||||||||
Total assets |
584,296 | 603,552 | 535,927 | 628,212 | 707,270 | 688,903 | ||||||||||||||||||
Current liabilities |
156,196 | 128,100 | 119,835 | 173,086 | 184,384 | 141,629 | ||||||||||||||||||
Notes payable, embedded
derivatives, long-term debt
and other obligations, less
current portion |
170,604 | 277,613 | 279,800 | 299,977 | 307,028 | 225,415 | ||||||||||||||||||
Noncurrent employee benefits,
deferred income taxes,
minority interest and other
long-term liabilities |
174,822 | 168,773 | 225,509 | 201,624 | 193,561 | 208,501 | ||||||||||||||||||
Stockholders’ equity (deficit) |
82,674 | 29,066 | (89,217 | ) | (46,475 | ) | 22,297 | 113,358 | ||||||||||||||||
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| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||||
| 30-Jun-06 | 30-Jun-05 | 31-Mar-06 | 31-Mar-05 | 30-Jun-06 | 30-Jun-05 | ||||||||||||||||||||
| Restated (1) | Restated (1) | Restated (1) | Restated (1) | Restated (1) | Restated (1) | ||||||||||||||||||||
| (dollars in thousands, except for per share amounts) | |||||||||||||||||||||||||
Statement of Operations Data: |
|||||||||||||||||||||||||
Revenues (3) |
$ | 113,355 | $ | 113,113 | $ | 117,704 | $ | 104,173 | $ | 231,059 | $ | 217,286 | |||||||||||||
Income (loss) from continuing operations |
(2,709 | ) | 11,348 | 10,013 | 9,193 | 7,303 | 20,541 | ||||||||||||||||||
Income (loss) from discontinued operations |
— | — | — | 3,034 | — | 3,034 | |||||||||||||||||||
Net income (loss) |
(2,709 | ) | 11,348 | 10,013 | 12,227 | 7,303 | 23,575 | ||||||||||||||||||
Per basic
common share (4): |
|||||||||||||||||||||||||
Income (loss) from continuing operations |
$ | (0.05 | ) | $ | 0.25 | $ | 0.18 | $ | 0.20 | $ | 0.13 | $ | 0.44 | ||||||||||||
Income from discontinued operations |
— | — | — | 0.07 | — | 0.07 | |||||||||||||||||||
Net income (loss) applicable to common shares |
$ | (0.05 | ) | $ | 0.25 | $ | 0.18 | $ | 0.27 | $ | 0.13 | $ | 0.51 | ||||||||||||
Per diluted
common share (4): |
|||||||||||||||||||||||||
Income (loss) from continuing operations |
$ | (0.05 | ) | $ | 0.23 | $ | 0.17 | $ | 0.18 | $ | 0.13 | $ | 0.42 | ||||||||||||
Income from discontinued operations |
— | — | — | 0.07 | — | 0.07 | |||||||||||||||||||
Net income (loss) applicable to common shares |
$ | (0.05 | ) | $ | 0.23 | $ | 0.17 | $ | 0.25 | $ | 0.13 | $ | 0.49 | ||||||||||||
Cash
distributions declared per common share (4) |
$ | 0.38 | $ | 0.36 | $ | 0.38 | $ | 0.36 | $ | 0.76 | $ | 0.73 | |||||||||||||
| (1) | Amounts previously reported have been restated to correct an error in the computation of the debt discount amortization created by the embedded derivative and the beneficial conversion feature associated with the Company’s 5% variable interest senior convertible notes due 2011 issued in the fourth quarter of 2004 and the first half of 2005 and as a result of the retrospective application of the Financial Accounting Standards Board’s Emerging Issues Task Force Issue No. 05-8, “Income Tax Effects of Issuing Convertible Debt with Beneficial Conversion Feature.” The restatement adjustments affected the Company’s previously reported interest expense, the related income tax effect, and extraordinary items, as well as the Company’s previously reported other assets, long-term debt, additional paid-in capital and accumulated deficit balances. The effects of the restatement are reflected in the Company’s consolidated financial statements and accompanying notes included in the Form 10-K/A for the year ended. See Note 1(u), Note 2 — Restatement of Financial Results and Note 23 — Restated Financial Information to the financial statements included in the Form 10-K/A for the year ended December 31, 2005, which was filed on November 24, 2006. |
| (2) | Revenues include excise taxes of $161,753, $175,674, $195,342, $192,664 and $151,174, respectively. |
| (3) | Revenues include excise taxes of $39,686, $37,011, $40,118, $33,432, $79,803 and $70,443, respectively. |
| (4) | Per share computations include the impact of 5% stock dividends on September 29, 2006, September 29, 2005, September 29, 2004, September 29, 2003, September 27, 2002 and September 28, 2001. |
| (5) | Revenues in 2002 include $35,199 related to the Medallion acquisition. |
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