FORM 8-K
UNITED STATES
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): November 10, 2008
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
(Registrants Telephone Number, Including Area Code)
(Not Applicable)
(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):
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
Item 2.02. |
|
Results of Operations and Financial Condition |
On November 10, 2008, Vector Group Ltd. announced its financial results for the three and nine
months ended September 30, 2008. 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 is being
furnished and 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.
|
|
|
|
|
Item 9.01. |
|
Financial Statements and Exhibit |
|
|
|
|
|
(c)
|
|
Exhibit. |
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit |
|
|
|
|
|
|
|
99.1
|
|
Press Release issued November 10, 2008 |
-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/ J. Bryant Kirkland III
|
|
|
|
J. Bryant Kirkland III |
|
|
|
Vice President and Chief Financial Officer |
|
|
Date: November 10, 2008
-3-
EX-99.1
FOR IMMEDIATE RELEASE
|
|
|
|
|
|
|
Contact:
|
|
Paul Caminiti/Carrie Bloom/Jonathan Doorley |
|
|
|
|
Sard Verbinnen & Co |
|
|
|
|
212-687-8080 |
VECTOR GROUP REPORTS THIRD QUARTER 2008 FINANCIAL RESULTS
____________________________
MIAMI, FL, November 10, 2008 Vector Group Ltd. (NYSE: VGR) today announced financial
results for the three and nine months ended September 30, 2008.
Third quarter 2008 revenues were $145.6 million, compared to revenues of $136.1 million in the
third quarter of 2007. The Company recorded operating income of $37.5 million in the 2008 third
quarter, compared to operating income of $33.7 million in the third quarter of 2007. Net income
for the 2008 third quarter was $14.8 million, or $0.21 per diluted common share, compared to net
income of $15.1 million, or $0.22 per diluted common share, in the 2007 third quarter. The results
for the three months ended September 30, 2008 included pre-tax impairment charges on a mortgage
receivable of $4.0 million and long-term investments of $3.0 million. Adjusting for these charges,
the Companys income for the 2008 third quarter would have been $19.0 million, or $0.27 per diluted
common share.
For the nine months ended September 30, 2008, revenues were $420.8 million, compared to $410.3
million for the first nine months of 2007. The Company recorded operating income of $99.9 million
for the 2008 nine-month period, compared to operating income of $88.6 million for the 2007 period.
Net income for the 2008 nine-month period was $48.3 million, or $0.70 per diluted common share,
compared to net income of $59.6 million, or $0.87 per diluted common share, for the 2007 period.
The results for 2008 included $12.0 million of pre-tax income from the Companys investment in the
St. Regis hotel, which was sold in March 2008, and $7.0 million of pre-tax impairment charges.
Adjusting for these items, the Companys net income for the first nine months of 2008 would have
been $45.3 million, or $0.66 per diluted common share. The results for the nine months ended
September 30, 2007 included a $19.6 million pre-tax gain associated with the Companys previously
announced NASA litigation settlement and an $8.1 million pre-tax gain from the exchange of notes
receivable from Ladenburg Thalmann Financial Services Inc., which had been previously written-off,
for shares of Ladenburg common stock and
approximately $1.7 million of accrued interest. Adjusting for these gains, the Companys income
for the nine months ended September 30, 2007 would have been $43.2 million, or $0.63 per diluted
common share.
- more -
For the three and nine months ended September 30, 2008, the Companys conventional cigarette
business, which includes Liggett Group cigarettes and USA brand cigarettes, had revenues of $144.8
million and $418.8 million, respectively, compared to $135.2 million and $407.3 million for the
three and nine months ended September 30, 2007, respectively. Operating income was $45.9 million
for the third quarter of 2008 and $127.0 million for the first nine months of 2008, compared to
$40.4 million and $113.4 million for the three and nine months ended September 30, 2007,
respectively.
Conference Call To Discuss Third Quarter 2008 Results
As previously announced, the Company will host a conference call and webcast on Tuesday,
November 11, 2008 at 11:00 A.M. (ET) to discuss third quarter 2008 results. Investors can access
the call by dialing 800-859-8150 and entering 58660030 as the conference ID number. The call will
also be available via live webcast at www.vcall.com
A replay of the call will also be available shortly after the call ends on November 11, 2008
through November 25, 2008. To access the replay, dial 877-656-8905 and enter 58660030 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 LLC, Vector Tobacco Inc.
and New Valley LLC. Additional information concerning the company is available on the companys
website, www.VectorGroupLtd.com.
[Financial Table Follows]
# # #
2
VECTOR GROUP LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
Revenues* |
|
$ |
145,601 |
|
|
$ |
136,053 |
|
|
|
$ |
420,766 |
|
|
$ |
410,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold* |
|
|
84,999 |
|
|
|
80,182 |
|
|
|
|
251,036 |
|
|
|
252,089 |
|
Operating, selling, administrative and general expenses |
|
|
23,067 |
|
|
|
22,164 |
|
|
|
|
69,809 |
|
|
|
69,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
37,535 |
|
|
|
33,707 |
|
|
|
|
99,921 |
|
|
|
88,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
1,094 |
|
|
|
2,445 |
|
|
|
|
4,440 |
|
|
|
5,862 |
|
Interest expense |
|
|
(15,515 |
) |
|
|
(12,113 |
) |
|
|
|
(46,025 |
) |
|
|
(30,767 |
) |
Change in fair value of derivatives embedded within
convertible debt |
|
|
522 |
|
|
|
(6,331 |
) |
|
|
|
7,837 |
|
|
|
(4,215 |
) |
Provision for loss on investments |
|
|
(7,000 |
) |
|
|
(58 |
) |
|
|
|
(7,000 |
) |
|
|
(1,216 |
) |
Gain from exchange of LTS notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,121 |
|
Equity income from non-consolidated real
estate businesses |
|
|
5,202 |
|
|
|
6,589 |
|
|
|
|
22,706 |
|
|
|
15,926 |
|
Income from lawsuit settlement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
Other, net |
|
|
(1 |
) |
|
|
(6 |
) |
|
|
|
(578 |
) |
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
21,837 |
|
|
|
24,233 |
|
|
|
|
81,301 |
|
|
|
102,279 |
|
Income tax expense |
|
|
7,010 |
|
|
|
9,169 |
|
|
|
|
33,042 |
|
|
|
42,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,827 |
|
|
$ |
15,064 |
|
|
|
$ |
48,259 |
|
|
$ |
59,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per basic common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shares |
|
$ |
0.22 |
|
|
$ |
0.22 |
|
|
|
$ |
0.72 |
|
|
$ |
0.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per diluted common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shares |
|
$ |
0.21 |
|
|
$ |
0.22 |
|
|
|
$ |
0.70 |
|
|
$ |
0.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash distributions and dividends declared per share |
|
$ |
0.38 |
|
|
$ |
0.36 |
|
|
|
$ |
1.14 |
|
|
$ |
1.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Revenues and Cost of goods sold include excise taxes of $43,327, $43,025, $127,050 and $132,305, respectively. |
3