EX-99.1 2 g02358exv99w1.htm EX-99.1 PRO-FORMA FINANCIAL INFORMATION EX-99.1 PRO-FORMA FINANCIAL INFORMATION
 

Exhibit 99.1
UNAUDITED PRO FORMA FINANCIAL INFORMATION
      The following Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005 has been prepared to give effect to the acquisition of the minority interest in New Valley Corporation in December 2005. The Unaudited Pro Forma Consolidated Statement of Operations has been prepared as if the New Valley Corporation acquisition had occurred on January 1, 2005. The unaudited pro forma financial information does not purport to be indicative of the results of operations which would have actually been obtained if the offer and the subsequent merger had been consummated as of the beginning of the period indicated. In addition, the unaudited pro forma financial information does not purport to be indicative of results of operations which may be obtained in the future.
      The Unaudited Pro Forma Consolidated Statement of Operations does not include the realization of any cost savings from operating efficiencies and synergies that may result from the consummation of the offer and the subsequent merger.
      The unaudited pro forma financial information should be read in conjunction with Vector’s historical Consolidated Financial Statements and Notes thereto contained in Vector’s Annual Report on Form 10-K for the year ended December 31, 2005, as amended, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and its current report on Form 8-K dated June 27, 2006.


 

VECTOR GROUP LTD. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2005
(Dollars in Thousands, Except Per Share Amounts)
                             
        Purchase    
        Accounting    
        Adjustments/    
    Historical   Eliminations   Pro-Forma
             
    Revised(1)    
Revenues*
  $ 478,427     $     $ 478,427  
Expenses:
                       
 
Cost of goods sold*
    285,393             285,393  
 
Operating, selling, administrative and general expenses
    114,048             114,048  
 
Gain on sale of assets
    (12,748           12,748  
 
Provision for loss on uncollectible receivable
    2,750             2,750  
 
Restructuring and impairment charges
    (127           (127
                   
   
Operating income
    89,111             89,111  
Other income (expenses):
                       
 
Interest and dividend income
    5,610             5,610  
 
Interest expense
    (31,980 )           (31,980 )
 
Gain on sale of investments, net
    1,426             1,426  
 
Gain from conversion of LTS notes
    9,461             9,461  
 
Equity loss on operations of LTS
    (299 )           (299 )
 
Equity income from non-consolidated New Valley real estate businesses
    7,543             7,543  
 
Other, net
    (353           (353
                   
Income from continuing operations before income taxes and minority interests
    80,519             80,519  
 
Income tax expense
    39,349       1,640 (B)     40,989  
 
Minority interests
    (1,969 )     1,969 (C)      
                   
Income from continuing operations
  $ 39,201     $ 107     $ 39,530  
                   
Per basic common share:
                       
 
Income from continuing operations(A)
  $ 0.89             $ 0.81  
                   
Per diluted common share:
                       
 
Income from continuing operations(A)
  $ 0.84             $ 0.77  
                   
 
Revenues and Cost of goods sold include excise taxes of $161,753.
(1) Revised as a result of the retrospective application of EITF Issue No. 05-8, “Income Tax Effects of Issuing Convertible Debt with Beneficial Conversion Feature.”

 


 

(A) Average Number of Common Shares Outstanding. Both the basic and diluted average number of common shares of New Valley outstanding have been adjusted to reflect the impact of the offer and the subsequent merger by applying the 0.54 exchange ratio to amounts historically reported by New Valley.
 
(B) Income Taxes. The pro forma adjustment to provision for income taxes represents the application of Vector’s and New Valley’s estimated statutory tax rates to each company’s respective share of the pro forma adjustments impacting pretax income.
 
(C) Minority Interests. Under the purchase method of accounting, Vector’s historical minority interest in New Valley’s results from operations was eliminated upon the completion of the offer and the subsequent merger.