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): June 27, 2006
VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-5759
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65-0949535 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 100 S.E. Second Street, Miami, Florida
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33131 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
(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.
Disclosure of Results of Operations and Financial Condition
Effective
January 1, 2006, the Company adopted EITF Issue No. 05-8, “Income Tax Effects of
Issuing Convertible Debt with a Beneficial Conversion Feature.” In Issue No. 05-8, the EITF
concluded that the issuance of convertible debt with a beneficial conversion feature creates a
temporary difference on which deferred taxes should be provided. The consensus is required to be
applied in fiscal periods beginning after December 15, 2005, by retroactive restatement of prior
financial statements retroactive to the issuance of the convertible debt.
We are filing this Current Report on Form 8-K to apply the new policy retrospectively with
respect to all periods presented in the previously filed Form 10-K for the year ended December 31,
2005 (“2005 Form 10-K”). We have revised Items 6, 7 and 8 of the 2005 Form 10-K, where
appropriate, to reflect the retrospective application of the new policy and have repeated all other
text contained in these items, except for other minor typographical
changes. No other changes, including for purposes of updating, have been
made to these items, except for other minor typographical changes. Please refer to our 2006 periodic and current reports for such updated
information.
The retrospective application of EITF Issue No. 05-8 reduced income tax expense by $87,000
and $1,003,000 for the years ended December 31, 2004 and 2005, respectively. The retrospective
application also reduced an extraordinary gain in connection with the unallocated goodwill from the
New Valley acquisition by $990,000 for the year ended December 31, 2005. Thus, the net impact of
the retrospective application was an increase in net income of $87,000 and $13,000 for the years
ended December 31, 2004 and 2005, respectively.
The
net impact of the application of EITF Issue No. 05-8 on the Company’s basic and diluted earnings per share for the years ended
December 31, 2005 and 2004 is as follows:
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EPS |
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EPS |
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EPS |
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From |
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From |
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From |
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Continuing |
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Discontinued |
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Extraordinary |
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Operations |
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Operations |
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EPS |
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2005 |
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Basic earnings per share, as
previously reported |
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$ |
0.86 |
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$ |
0.07 |
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$ |
0.18 |
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$ |
1.11 |
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Impact of application of EITF
05-8 |
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0.03 |
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— |
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(0.03 |
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— |
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Basic earnings per
share, as revised |
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$ |
0.89 |
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$ |
0.07 |
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$ |
0.15 |
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$ |
1.11 |
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Diluted earnings per share, as
previously reported |
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$ |
0.82 |
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$ |
0.07 |
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$ |
0.17 |
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$ |
1.06 |
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Impact of application of EITF
05-8 |
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0.02 |
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— |
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(0.02 |
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— |
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Diluted earnings
per share, as revised |
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$ |
0.84 |
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$ |
0.07 |
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$ |
0.15 |
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$ |
1.06 |
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2004 |
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Basic earnings per share, as
previously reported |
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$ |
0.09 |
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$ |
0.06 |
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$ |
— |
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$ |
0.15 |
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Impact of application of EITF
05-8 |
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0.01 |
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— |
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— |
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0.01 |
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Basic earnings
per share, as revised |
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$ |
0.10 |
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$ |
0.06 |
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— |
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0.16 |
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Diluted earnings per share, as
previously reported |
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$ |
0.09 |
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$ |
0.06 |
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$ |
— |
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$ |
0.15 |
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Impact of application of EITF
05-8 |
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— |
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— |
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— |
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— |
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Diluted earnings
per share, as revised |
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$ |
0.09 |
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$ |
0.06 |
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$ |
— |
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$ |
0.15 |
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The information furnished under Item 2.02 of this Current Report on Form 8-K shall be deemed
to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01
— Financial Statements and Exhibits
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(d)
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Exhibits
Exhibit 99.1 — Selected Items of 2005 Form 10-K, as
revised.
Exhibit 99.2 — Consent of Independent Registered Certified Public Accounting Firm. |
2