Item 2.02. Results of Operations and Financial Condition
On
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 a filing.
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
Adjusted EBITDA, Adjusted Net Income, Adjusted Operating Income, Tobacco
Adjusted Operating Income, and Tobacco Adjusted EBITDA, and financial measures
for all periods presented, including the last twelve months ("LTM") ended
Management uses the Non-GAAP Financial Measures as measures to review and assess operating performance of the Company's business, and management does 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.
Forward-Looking Statements
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 our Annual Report on Form 10-K for the year ended
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Item 9.01. Financial Statements and Exhibit
(d) Exhibits. Exhibit No. Exhibit 99.1 Press Release issued onMay 8, 2023 , regarding financial results for the first quarter endedMarch 31, 2023 . 99.2 Investor presentation ofVector Group Ltd. datedMay 2023 (furnished pursuant to Regulation FD). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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