Item 2.02. Results of Operations and Financial Condition
On May 10, 2022, Vector Group Ltd. (NYSE:VGR) (the “Company”) announced its
financial results for the three months ended March 31, 2022. 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 Item 2.02 of this Current Report on Form 8-K and the related
Exhibit attached hereto are 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 they 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
Item 7.01. Regulation FD Disclosure
The Company has prepared materials for presentations to investors. The materials
are furnished (not filed) as Exhibit 99.2 to this Current Report on Form 8-K
pursuant to Regulation FD.
Non-GAAP Financial Measures
Exhibit 99.2 contains the Non-GAAP Financial Measures discussed below.
Please refer to Current Reports on Form 8-K dated March 1, 2022, May 5, 2021,
and February 25, 2021 for reconciliations of financial measures prepared in
accordance with GAAP to Non-GAAP Financial Measures.
Adjusted EBITDA, Tobacco Adjusted EBITDA, and financial measures for all periods
presented, including the last twelve months (“LTM”) ended March 31, 2022,
(hereafter, referred to as “the Non-GAAP Financial Measures”) are financial
measures not prepared in accordance with generally accepted accounting
principles (“GAAP”). The Company believes that the Non-GAAP Financial Measures
are important measures that supplement discussions and analysis of its results
of operations and enhances an understanding of its operating performance. The
Company believes the Non-GAAP Financial Measures provide investors and analysts
with a useful measure of operating results unaffected by differences in capital
structures and ages of related assets among otherwise comparable companies.
Management uses the Non-GAAP Financial Measures as measures to review and assess
operating performance of the Company’s business, and management and investors
should review both the overall performance (GAAP net income) and the operating
performance (the Non-GAAP Financial Measures) of the Company’s business. While
management considers the Non-GAAP Financial Measures to be important, they
should be considered in addition to, but not as substitutes for or superior to,
other measures of financial performance prepared in accordance with GAAP, such
as operating income, net income and cash flows from operations. In addition, the
Non-GAAP Financial Measures are susceptible to varying calculations and the
Company’s measurement of the Non-GAAP Financial Measures may not be comparable
to those of other companies.
EBITDA is defined as net income before, interest, taxes, depreciation and
amortization. Non-GAAP Financial Measures include adjustments for loss on
extinguishment of debt, litigation settlements and judgment expense, impact of
Master Settlement Agreement settlements, and impact of net interest expense
capitalized to real estate ventures (for purposes of Adjusted Net Income only).
For purposes of Adjusted EBITDA only, adjustments include equity in earnings
from investments, equity in earnings from real estate ventures, stock-based
compensation expense, transaction expenses and other, net.
This Current Report on Form 8-K contains forward-looking statements, which
involve risk and uncertainties. The words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “may be,” “continue'” “could,” “potential,” “objective,”
“plan,” “seek,” “predict,” “project” and “will be” and similar expressions are
intended to identify forward-looking statements. The Company’s actual results
could differ significantly from the results discussed in such forward-looking
statements. Factors that could cause or contribute to such differences in
results and outcomes include, without limitation, those discussed under the
heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for period
ended March 31, 2022 and the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021. Readers are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Current
Report on Form 8-K. The Company undertakes no obligation to (and expressly
disclaims any obligation to) revise or update any forward-looking statement,
whether as a result of new information, subsequent events, or otherwise (except
as may be required by law), in order to reflect any event or circumstance which
may arise after the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibit
(d) Exhibits. Exhibit No. Exhibit 99.1 Press Release issued on May 10, 2022, regarding financial results for the three months ended March 31, 2022. 99.2 Investor presentation of Vector Group Ltd. dated May 2022 (furnished pursuant to Regulation FD). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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