VECTOR GROUP LTD. (NYSE:VGR) Files An 8-K Regulation FD Disclosure

VECTOR GROUP LTD. (NYSE:VGR) Files An 8-K Regulation FD Disclosure

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Item 7.01. Regulation FD Disclosure.

Vector Group Ltd. has prepared materials for presentations to
investors. The materials are furnished (not filed) as Exhibits
99.1, 99.2 and 99.3 to this Current Report on Form 8-K to
Regulation FD.
Non-GAAP Financial Measures
Exhibits 99.1, 99.2 and 99.3 contain the Non-GAAP Financial
Measures discussed below.
Please refer to Current Reports on Form 8-K dated March 1, 2017,
November 15, 2016 and October 2, 2015 for reconciliations of GAAP
Financial Measures to Non-GAAP Financial Measures. Non-GAAP
Financial Measures include adjustments for purchase accounting
associated with the Company’s acquisition of its additional 20.59%
interest in Douglas Elliman Realty, LLC, as well as the related
purchase accounting adjustments, and assume such acquisition
occurred prior to the beginning of each period presented. Non-GAAP
Financial Measures also include adjustments for litigation
settlement and judgment expenses in the Tobacco segment,
settlements of long-standing disputes related to the Master
Settlement Agreement in the Tobacco segment, restructuring and
pension settlement expenses in the Tobacco segment, non-cash stock
compensation expenses (for purposes of Adjusted EBITDA only) and
non-cash interest items associated with the Company’s convertible
debt.
Adjusted Revenues, New Valley LLC Adjusted Revenues and Douglas
Elliman Realty, LLC Adjusted Revenues (hereafter referred to as
“the Non-GAAP Revenue Financial Measures”) and Adjusted EBITDA,
Adjusted Net Income, Adjusted Operating Income, Tobacco Adjusted
Operating Income, New Valley LLC Adjusted EBITDA and Douglas
Elliman Realty, LLC Adjusted EBITDA (hereafter, along with the
Non-GAAP Revenue Measures 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. In the case of
the Non-GAAP Revenue Financial Measures, management believes
revenue growth in its real estate segment is an important measure
of growth because increased revenues generally result in increased
gross margin as a result of absorption of fixed operating costs,
which management believes will lead to increased future
profitability as well as increased capacity to expand into new and
existing markets. A key strategy of the Company is its ability to
move into new markets and therefore gross revenues provide
information with respect to the Company’s ability to achieve its
strategic objectives. Management also believes increased revenues
generally indicate increased market share in existing markets as
well as expansion into new markets. Consequently, management
believes the Non-GAAP Revenue Financial Measures are meaningful
indicators of operating performance.
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.
Adjusted Revenues is defined as revenues plus the additional
revenues as a result of the consolidation of Douglas Elliman plus
one-time purchase accounting adjustments to fair value for deferred
revenues recorded in connection with the increase of the Companys
ownership of Douglas Elliman. EBITDA is defined as net income
before interest, taxes, depreciation and amortization. Adjusted
EBITDA is EBITDA, as defined above, and as adjusted for changes in
fair value of derivatives embedded with convertible debt, equity
gains (losses) on long-term investments, gains (losses) on sale of
investment securities available for sale, equity income from
non-consolidated real estate businesses, loss on extinguishment of
debt, acceleration of interest expense related to debt conversion,
stock-based compensation expense (for purposes of Adjusted EBITDA
only), litigation settlement and judgment expense, settlements of
long-standing disputes related to the Master Settlement Agreement
(MSA), restructuring and pension settlement expense, gains on
acquisition of Douglas Elliman, changes to EBITDA as a result of
the consolidation of Douglas Elliman and other charges.
New Valley LLC (“New Valley”), the real estate subsidiary of the
Company, owns real estate and 70.59% of Douglas Elliman, the
largest residential brokerage firm in the New York metropolitan
area, as well as a minority stake in numerous real estate
investments. New Valley LLC Adjusted Revenues and New Valley LLC
Adjusted EBITDA are defined as the portion of Adjusted Revenues and
Adjusted EBITDA that relate to New Valley. New Valley’s Adjusted
EBITDA does not include an allocation of expenses from the
Corporate and Other segment of Vector Group Ltd.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, which involve risk and uncertainties. The words
“could”, believe, expect, estimate, may, will, could, plan, or
continue and similar expressions are intended to identify
forward-looking statements. The Companys 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
Companys Annual Report on Form 10-K for the year ended December 31,
2016. 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) Exhibit.
Exhibit No.
Exhibit
99.1
Investor presentation of Vector Group Ltd. dated March
2017 (furnished to Regulation FD).
99.2
Fact Sheet of Vector Group Ltd. dated March 2017
(furnished to Regulation FD).
99.3
Fact Sheet of New Valley LLC dated March 2017 (furnished
to Regulation FD).


About VECTOR GROUP LTD. (NYSE:VGR)

Vector Group Ltd. is a holding company. The Company is engaged in the manufacture and sale of cigarettes in the United States through its Liggett Group LLC (Liggett) and Vector Tobacco Inc. (Vector Tobacco) subsidiaries; the sale of electronic cigarettes (e-cigarettes) in the United States through its Zoom E-Cigs LLC (Zoom) subsidiary, and the real estate business through its New Valley LLC subsidiary, which is seeking to acquire or invest in additional real estate properties or projects. The Company’s business segments include Tobacco, E-Cigarettes and Real Estate. The Tobacco segment consists of the manufacture and sale of cigarettes. The E-Cigarettes segment includes the operations of the Company’s e-cigarette business. The Real Estate segment includes the Company’s investments in New Valley LLC, which includes Douglas Elliman, Escena, Sagaponack and investments in real estate ventures. Liggett’s brand portfolio includes EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, EVE and USA.

VECTOR GROUP LTD. (NYSE:VGR) Recent Trading Information

VECTOR GROUP LTD. (NYSE:VGR) closed its last trading session up +0.24 at 21.50 with 550,428 shares trading hands.

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