Vector Group Ltd.
VECTOR GROUP LTD (Form: 10-Q, Received: 08/08/2016 06:02:23)


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2016
 

VECTOR GROUP LTD.
(Exact name of registrant as specified in its charter)

Delaware
1-5759
65-0949535
(State or other jurisdiction of incorporation
Commission File Number
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 

4400 Biscayne Boulevard
Miami, Florida 33137
305-579-8000
(Address, including zip code and telephone number, including area code,
of the principal executive offices)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes o No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
x  Large accelerated filer
o   Accelerated filer
o   Non-accelerated filer
o   Smaller reporting company
 
 
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
o Yes x No

At August 5, 2016 , Vector Group Ltd. had 123,754,768 shares of common stock outstanding.

 




VECTOR GROUP LTD.

FORM 10-Q

TABLE OF CONTENTS

 
Page
PART I. FINANCIAL INFORMATION
 
 
 
Item 1. Vector Group Ltd. Condensed Consolidated Financial Statements (Unaudited):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


1

VECTOR GROUP LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
( Dollars in Thousands, Except Per Share Amounts )
Unaudited

 
June 30,
2016
 
December 31,
2015
ASSETS:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
474,738

 
$
240,368

Investment securities available for sale
160,854

 
181,976

Accounts receivable - trade, net
25,076

 
23,889

Inventories
92,735

 
86,516

Income taxes receivable, net
218

 
2,841

Restricted assets
9,437

 
9,195

Other current assets
40,163

 
38,954

Total current assets
803,221

 
583,739

Property, plant and equipment, net
71,904

 
75,632

Investments in real estate, net
23,328

 
23,318

Long-term investments
59,369

 
62,726

Investments in real estate ventures
206,139

 
217,168

Restricted assets
9,386

 
12,303

Goodwill and other intangible assets, net
262,866

 
263,959

Prepaid pension costs
21,302

 
20,650

Other assets
21,985

 
21,120

Total assets
$
1,479,500

 
$
1,280,615

LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
 
 
 
Current liabilities:
 
 
 
   Current portion of notes payable and long-term debt
$
16,615

 
$
8,919

 Current payments due under the Master Settlement Agreement
56,972

 
29,241

   Current portion of employee benefits
914

 
915

Income taxes payable, net

 
96

Litigation accruals
3,514

 
22,904

Other current liabilities
140,388

 
154,217

Total current liabilities
218,403

 
216,292

Notes payable, long-term debt and other obligations, less current portion
1,110,731

 
856,108

Fair value of derivatives embedded within convertible debt
126,932

 
144,042

Non-current employee benefits
55,308

 
55,055

Deferred income taxes, net
87,914

 
79,429

Payments due under the Master Settlement Agreement
22,257

 
20,094

Litigation accruals
22,619

 
24,718

Other liabilities
10,772

 
7,038

Total liabilities
1,654,936

 
1,402,776

Commitments and contingencies (Note 7)

 

Stockholders' deficiency:
 
 
 
Preferred stock, par value $1.00 per share, 10,000,000 shares authorized

 

Common stock, par value $0.10 per share, 250,000,000 shares authorized, 123,842,329 and 123,792,329 shares issued and outstanding
12,384

 
12,379

Accumulated deficit
(261,370
)
 
(210,113
)
Accumulated other comprehensive income
(8,539
)
 
(8,313
)
Total Vector Group Ltd. stockholders' deficiency
(257,525
)
 
(206,047
)
Non-controlling interest
82,089

 
83,886

Total stockholders' deficiency
(175,436
)
 
(122,161
)
Total liabilities and stockholders' deficiency
$
1,479,500

 
$
1,280,615


The accompanying notes are an integral part of the condensed consolidated financial statements.

2



VECTOR GROUP LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
( Dollars in Thousands, Except Per Share Amounts )
Unaudited

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
   Tobacco*
$
255,498

 
$
254,890

 
$
476,513

 
$
482,975

   Real estate
182,765

 
161,022

 
342,512

 
293,278

   E-Cigarettes
10

 
261

 
48

 
680

          Total revenues
438,273

 
416,173

 
819,073

 
776,933

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
   Cost of sales:
 
 
 
 
 
 
 
     Tobacco*
168,607

 
174,867

 
305,345

 
331,897

     Real estate
115,017

 
103,870

 
214,695

 
188,228

     E-Cigarettes
7

 
467

 
13

 
1,097

        Total cost of sales
283,631

 
279,204

 
520,053

 
521,222

 
 
 
 
 
 
 
 
Operating, selling, administrative and general expenses
83,922

 
79,916

 
163,750

 
154,097

Litigation settlement and judgment expense

 
1,250

 
2,350

 
2,093

Restructuring charges

 

 
41

 

Operating income
70,720

 
55,803

 
132,879

 
99,521

 
 
 
 
 
 
 
 
Other income (expenses):
 
 
 
 
 
 
 
Interest expense
(36,369
)
 
(31,761
)
 
(67,089
)
 
(63,507
)
Change in fair value of derivatives embedded within convertible debt
7,416

 
5,256

 
17,110

 
11,716

Equity in earnings from real estate ventures
2,813

 
1,856

 
2,306

 
2,194

Equity in earnings (losses) from investments
1,089

 
(2,163
)
 
(582
)
 
(1,551
)
Gain (loss) on sale of investment securities available for sale
139

 
(190
)
 
706

 
12,839

Impairment of investment securities available for sale
(49
)
 

 
(4,862
)
 

Other, net
581

 
1,821

 
1,628

 
3,758

Income before provision for income taxes
46,340

 
30,622

 
82,096

 
64,970

Income tax expense
19,003

 
11,178

 
33,366

 
24,045

 
 
 
 
 
 
 
 
Net income
27,337

 
19,444

 
48,730

 
40,925

 
 
 
 
 
 
 
 
Net income attributed to non-controlling interest
(3,322
)
 
(1,837
)
 
(5,377
)
 
(2,097
)
 
 
 
 
 
 
 
 
Net income attributed to Vector Group Ltd.
$
24,015

 
$
17,607

 
$
43,353

 
$
38,828

 
 
 
 
 
 
 
 
Per basic common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income applicable to common shares attributed to Vector Group Ltd.
$
0.20

 
$
0.14

 
$
0.36

 
$
0.32

 
 
 
 
 
 
 
 
Per diluted common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income applicable to common shares attributed to Vector Group Ltd.
$
0.20

 
$
0.14

 
$
0.35

 
$
0.32

 
 
 
 
 
 
 
 
Dividends declared per share
$
0.40

 
$
0.38

 
$
0.80

 
$
0.76

                                      

* Revenues and cost of sales include federal excise taxes of $106,861 , $108,912 , $197,707 and $206,271 , respectively.


The accompanying notes are an integral part of the condensed consolidated financial statements.

3




VECTOR GROUP LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
( Dollars in Thousands, Except Per Share Amounts )
Unaudited

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
Net income
$
27,337

 
$
19,444

 
$
48,730

 
$
40,925

 
 
 
 
 
 
 
 
Net unrealized losses on investment securities available for sale:
 
 
 
 
 
 
 
    Change in net unrealized (losses) gains
(820
)
 
(4,493
)
 
(5,454
)
 
16,417

    Net unrealized (gains) losses reclassified into net income
(90
)
 
190

 
4,156

 
(12,839
)
Net unrealized (losses) gains on investment securities available for sale
(910
)
 
(4,303
)
 
(1,298
)
 
3,578

 
 
 
 
 


 
 
Net unrealized gains on long-term investments accounted for under the equity method:
 
 
 
 
 
 
 
Change in net unrealized gains

 
1,176

 

 
1,190

Net unrealized losses reclassified into net income

 
1,624

 

 
1,624

Net unrealized gains on long-term investments accounted for under the equity method

 
2,800

 

 
2,814

 
 
 
 
 
 
 
 
Net change in forward contracts
9

 
16

 
18

 
32

 
 
 
 
 
 
 
 
Net change in pension-related amounts
 
 
 
 
 
 
 
Net loss arising during the year

 
1,607

 

 
1,607

Amortization of loss
445

 
254

 
890

 
521

Net change in pension-related amounts
445

 
1,861

 
890

 
2,128

 
 
 
 
 
 
 
 
Other comprehensive (loss) income
(456
)
 
374

 
(390
)
 
8,552

 
 
 
 
 
 
 
 
Income tax effect on:
 
 
 
 
 
 
 
    Change in net unrealized (losses) gains on investment securities
337

 
1,857

 
2,245

 
(6,603
)
    Net unrealized losses (gains) reclassified into net income on investment securities
37

 
(78
)
 
(1,708
)
 
5,309

Change in unrealized gains on long-term investments accounted for under the equity method

 
(478
)
 

 
(484
)
Net unrealized losses reclassified into net income on long-term investments accounted for under the equity method

 
(672
)
 

 
(672
)
Forward contracts
(4
)
 
(7
)
 
(7
)
 
(13
)
Pension-related amounts
(183
)
 
(769
)
 
(366
)
 
(880
)
Income tax benefit (provision) on other comprehensive income
187

 
(147
)
 
164

 
(3,343
)
 
 
 
 
 
 
 
 
Other comprehensive (loss) income, net of tax
(269
)
 
227

 
(226
)
 
5,209

 
 
 
 
 
 
 
 
Comprehensive income
27,068

 
19,671

 
48,504

 
46,134

 
 
 
 
 
 
 
 
Comprehensive income attributed to non-controlling interest
(3,322
)
 
(1,837
)
 
(5,377
)
 
(2,097
)
Comprehensive income attributed to Vector Group Ltd.
$
23,746

 
$
17,834

 
$
43,127

 
$
44,037


The accompanying notes are an integral part of the condensed consolidated financial statements.

4



VECTOR GROUP LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
( Dollars in Thousands, Except Per Share Amounts )
Unaudited


 
Vector Group Ltd. Stockholders' Deficiency
 
 
 
 
 
 
Additional
 
 
 
Accumulated
Other
 
 
 
 
 
Common Stock
 
Paid-In
 
Accumulated
 
Comprehensive
 
Non-controlling
 
 
 
Shares
 
Amount
 
Capital
 
Deficit
 
Income
 
Interest
 
Total
Balance, January 1, 2016
123,792,329

 
$
12,379

 
$

 
$
(210,113
)
 
$
(8,313
)
 
$
83,886

 
$
(122,161
)
Net income

 

 

 
43,353

 

 
5,377

 
48,730

Total other comprehensive loss

 

 

 

 
(226
)
 

 
(226
)
Total comprehensive income

 

 

 

 

 

 
48,504

Distributions and dividends on common stock

 

 
(4,833
)
 
(94,610
)
 

 

 
(99,443
)
Restricted stock grant
50,000

 
5

 
(5
)
 

 

 

 

Stock-based compensation

 

 
4,838

 

 

 

 
4,838

Contributions from non-controlling interest

 

 

 

 

 
248

 
248

Distributions to non-controlling interest

 

 

 

 

 
(7,422
)
 
(7,422
)
Balance as of June 30, 2016
123,842,329

 
$
12,384

 
$

 
$
(261,370
)
 
$
(8,539
)
 
$
82,089

 
$
(175,436
)


The accompanying notes are an integral part of the condensed consolidated financial statements.

5



VECTOR GROUP LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
( Dollars in Thousands, Except Per Share Amounts )
Unaudited


 
Six Months Ended
 
Six Months Ended
 
June 30,
2016
 
June 30,
2015
Net cash provided by operating activities
$
78,825

 
$
83,885

Cash flows from investing activities:
 
 
 
Sale of investment securities
67,033

 
118,261

Maturities of investment securities
343

 
1,737

Purchase of investment securities
(56,691
)
 
(113,595
)
Proceeds from sale or liquidation of long-term investments
1,000

 
1,254

Purchase of long-term investments
(50
)
 
(5,000
)
Investments in real estate ventures
(11,806
)
 
(34,857
)
Distributions from investments in real estate ventures
17,983

 

Increase in cash surrender value of life insurance policies
(393
)
 
(1,118
)
Decrease (increase) in restricted assets
2,674

 
(7,934
)
Issuance of notes receivable

 
(4,410
)
Proceeds from sale of fixed assets
5

 
3

Capital expenditures
(7,615
)
 
(5,379
)
Pay downs of investment securities
4,926

 
3,530

Proceeds from sale of preferred securities

 
1,000

Investments in real estate, net
(81
)
 
(12,502
)
Net cash provided by (used in) investing activities
17,328

 
(59,010
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of debt
243,282

 
22

Deferred financing costs
(6,600
)
 
(625
)
Repayments of debt
(2,917
)
 
(3,374
)
Borrowings under revolver
89,695

 
126,727

Repayments on revolver
(80,223
)
 
(144,492
)
Dividends and distributions on common stock
(97,846
)
 
(92,778
)
Contributions from non-controlling interest
248

 

Distributions to non-controlling interest
(7,422
)
 

Proceeds from exercise of Vector options

 
1,219

Tax benefit of options exercised

 
384

Net cash provided by (used in) financing activities
138,217

 
(112,917
)
Net increase (decrease) in cash and cash equivalents
234,370

 
(88,042
)
Cash and cash equivalents, beginning of period
240,368

 
326,365

Cash and cash equivalents, end of period
$
474,738

 
$
238,323


The accompanying notes are an integral part of the condensed consolidated financial statements.

6

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


1 .
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)
Basis of Presentation :

The condensed consolidated financial statements of Vector Group Ltd. (the “Company” or “Vector”) include the accounts of VGR Holding LLC (“VGR Holding”), Liggett Group LLC (“Liggett”), Vector Tobacco Inc. (“Vector Tobacco”), Liggett Vector Brands LLC (“Liggett Vector Brands”), Zoom E-Cigs LLC (“Zoom”), New Valley LLC (“New Valley”) and other less significant subsidiaries. New Valley includes the accounts of Douglas Elliman Realty, LLC (“Douglas Elliman”) and other less significant subsidiaries. All intercompany balances and transactions have been eliminated.
Liggett and Vector Tobacco are engaged in the manufacture and sale of cigarettes in the United States. Zoom is engaged in the sale of electronic cigarettes in the United States. New Valley is engaged in the real estate business.
The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and, in management's opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission. The consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year.
Revisions to December 31, 2015 Consolidated Balance Sheet. In April 2015, the FASB issued ASU No. 2015-03, “Interest-Imputation of Interest” (“ASU 2015-03”), which requires debt issuance costs to be reported in the balance sheet as a direct deduction from the face amount of the note. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015. This amendment must be applied retrospectively to all periods presented. The Company adopted the provisions of this ASU retrospectively in the first quarter of 2016, and adjusted all prior periods accordingly. The adoption of this ASU will simplify the presentation of debt issuance costs and reduce complexity without decreasing the usefulness of information provided to users of financial statements. 


7

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


The cumulative impacts of the application of the new ASU are presented in the table below:

 
 
December 31, 2015
 
 
As Previously Reported
 
ASU Adoption
 
As Revised
 
 
 
 
 
 
 
Other assets
 
$
51,261

 
$
(30,141
)
 
$
21,120

Total assets
 
$
1,310,756

 
$
(30,141
)
 
$
1,280,615

 
 
 
 
 
 
 
Notes payable, long-term debt and other obligations, less current portion
 
$
886,249

 
$
(30,141
)
 
$
856,108

Total liabilities
 
1,432,917

 
(30,141
)
 
1,402,776

Total stockholders' deficiency
 
(122,161
)
 

 
(122,161
)
Total liabilities and stockholders' deficiency
 
$
1,310,756

 
$
(30,141
)
 
$
1,280,615

 
 
 
 
 
 
 

Adoption of Equity Method. The Company adopted the equity method of accounting for its investments in Ladenburg Thalmann Financial Services Inc. (“LTS”) and Castle Brands Inc. (“Castle”) in 2015 because the Company determined that it had significant influence due to the evolution of the relationships with each company. In accordance with ASC 323-35-33, the Company has adjusted its condensed consolidated financial statements, retrospectively, on a step-by-step basis as if the equity method had been in effect since inception.
The cumulative impact of the retrospective application of the equity method of accounting for the two investments are presented in the table below:

8

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


 
Three Months Ended
 
Six Months Ended
 
June 30, 2015
 
June 30, 2015
 
As Previously Reported
 
Revision
 
As Revised
 
As Previously Reported
 
Revision
 
As Revised
 
 
 
 
 
 
 
 
 
 
 
 
Operating, selling, administrative and general expenses
$
79,679

 
$
237

 
$
79,916

 
$
153,623

 
$
474

 
$
154,097

 
 
 
 
 
 
 
 
 
 
 
 
Operating income
56,040

 
(237
)
 
55,803

 
99,995

 
(474
)
 
99,521

 
 
 
 
 
 
 
 
 
 
 
 
Equity in losses from investments
(1,657
)
 
(506
)
 
(2,163
)
 
(1,694
)
 
143

 
(1,551
)
 
 
 
 
 
 
 
 
 
 
 
 
Other, net
1,525

 
296

 
1,821

 
3,421

 
337

 
3,758

 
 
 
 
 
 
 
 
 
 
 
 
Income before provision for income taxes
31,069

 
(447
)
 
30,622

 
64,964

 
6

 
64,970

Income tax expense
11,364

 
(186
)
 
11,178

 
24,043

 
2

 
24,045

Net income
19,705

 
(261
)
 
19,444

 
40,921

 
4

 
40,925

 
 
 
 
 
 
 
 
 
 
 
 
Net income attributed to Vector Group Ltd.
17,868

 
(261
)
 
17,607

 
38,824

 
4

 
38,828

 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive (loss) income, net of tax
(2,781
)
 
3,008

 
227

 
(782
)
 
5,991

 
5,209

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
16,924

 
2,747

 
19,671

 
40,139

 
5,995

 
46,134

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income attributed to Vector Group Ltd.
$
15,087

 
$
2,747

 
$
17,834

 
$
38,042

 
$
5,995

 
$
44,037

 
 
 
 
 
 
 
 
 
 
 
 

(b)
Distributions and Dividends on Common Stock :

The Company records distributions on its common stock as dividends in its condensed consolidated statement of stockholders' deficiency to the extent of retained earnings and accumulated paid-in capital. Any amounts exceeding retained earnings are recorded as a reduction to additional paid-in capital to the extent paid-in-capital is available. The Company’s stock dividends are recorded as stock splits and given retroactive effect to earnings per share for all periods presented.

(c)
Revenue Recognition :

Tobacco and E-Cigarettes sales:   Revenues from sales are recognized upon the shipment of finished goods when title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, the sale price is fixed or determinable and collectibility is reasonably assured. The Company provides an allowance for expected sales returns, net of any related inventory cost recoveries (e.g. federal excise taxes). Certain sales incentives, including promotional price discounts, are classified as reductions of net sales. The Company includes federal excise taxes on tobacco sales in revenues and cost of goods sold. Since the Company’s primary line of business is tobacco, the Company’s financial position and its results of operations and cash flows have been and could continue to be materially adversely affected by significant unit sales volume declines at the Company and industry levels, regulation, litigation and defense costs, increased tobacco costs or reductions in the selling price of cigarettes in the near term.
Real estate sales: Revenue is recognized only when persuasive evidence of an arrangement exists, the price is fixed or determinable, the transaction has been completed and collectibility of the resulting receivable is reasonably assured. Real estate commissions earned by the Company’s real estate brokerage businesses are recorded as revenue on a gross basis upon the closing of a real estate transaction as evidenced when the escrow or similar account is closed, the transaction documents have been recorded and funds are distributed to all appropriate parties. Commission expenses are recognized concurrently with related revenues.

9

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


Property management fees and rental commissions earned are recorded as revenue when the related services are performed and the earnings process is complete.

(d)
Earnings Per Share (“EPS”) :

Information concerning the Company's common stock has been adjusted to give retroactive effect to the 5% stock dividend paid to Company stockholders on September 29, 2015 . All per share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividends.

Net income for purposes of determining basic and diluted EPS was as follows:

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net income attributed to Vector Group Ltd.
$
24,015

 
$
17,607

 
$
43,353

 
$
38,828

Income attributed to participating securities
(784
)
 
(521
)
 
(1,417
)
 
(1,151
)
Net income available to common shares attributed to Vector Group Ltd.
$
23,231

 
$
17,086

 
$
41,936

 
$
37,677



Basic and diluted EPS were calculated using the following common shares:

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Weighted-average shares for basic EPS
118,065,857

 
117,954,708

 
118,062,358

 
117,475,380

Plus incremental shares related to stock options and non-vested restricted stock
236,348

 
209,067

 
215,386

 
205,262

Weighted-average shares for diluted EPS
118,302,205

 
118,163,775

 
118,277,744

 
117,680,642


The following were outstanding during the three and six months ended June 30, 2016 and 2015 , but were not included in the computation of diluted EPS because the effect was anti-dilutive.

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
  Weighted-average number of shares issuable upon
  conversion of debt
24,895,477

 
24,895,477

 
24,895,477

 
25,334,835

  Weighted-average conversion price
$
19.63

 
$
19.63

 
$
19.63

 
$
19.48




10

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


(e)
Fair Value of Derivatives Embedded within Convertible Debt :

The Company has estimated the fair value of the embedded derivatives based principally on the results of a valuation model. A readily determinable fair value of the embedded derivatives is not available. The estimated fair value of the derivatives embedded within the convertible debt is based principally on the present value of future dividend payments expected to be received by the convertible debt holders over the term of the debt. The discount rate applied to the future cash flows is estimated based on a spread in the yield of the Company's debt when compared to risk-free securities with the same duration. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads for secured to unsecured debt, unsecured to subordinated debt and subordinated debt to preferred stock to determine the fair value of the derivatives embedded within the convertible debt. At June 30, 2016 , the range of estimated fair values of the Company's embedded derivatives was between $125,983 and  $127,870 . The Company recorded the fair value of its embedded derivatives at the approximate midpoint of the range at $126,932 as of June 30, 2016 . At December 31, 2015 , the range of estimated fair values of the Company's embedded derivatives was between $143,422 and  $144,660 . The Company recorded the fair value of its embedded derivatives at the midpoint of the range at $144,042 as of December 31, 2015 . The estimated fair value of the Company's embedded derivatives could change significantly based on future market conditions. (See Note 6 .)

(f)
Investment in Real Estate Ventures:

The Company's investment in real estate ventures are subject to evaluation under ASU No. 2015-02, “Consolidation” (“ASU 2015-02”) which requires all legal entities to be evaluated as either a voting interest entity or a Variable Interest Entities (“VIE”). The guidance is effective for financial statements of public companies issued for fiscal years beginning after December 15, 2015. The Company has followed the decision tree set forth in ASC 810-10-05-6 in analyzing each of its investments in real estate ventures. The Company examines specific criteria and uses judgment when determining if the real estate venture is a VIE and then if the Company is the primary beneficiary of a VIE. Factors considered in the qualification of a VIE include sufficient equity investment at risk, disproportionate voting rights and substantially all of the activities are conducted on behalf of an investor with disproportionately few voting rights, and characteristics of a controlling financial interest.
Accounting guidance requires the Company to perform the VIE primary-beneficiary assessment for entities determined to be VIEs. The Company is required to consolidate all VIEs in which the Company is the primary beneficiary. The guidance requires consolidation of VIEs that a reporting entity has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly affect the VIE's economic performance and (b) the obligation to absorb losses or the right to receive residual returns of the VIE that could potentially be significant to the VIE.
The Company's maximum exposure to loss in its investments in unconsolidated VIEs is limited to its investment in the unconsolidated VIEs which is the carrying value. The Company's maximum exposure to loss in its investment in its consolidated VIEs is limited to its investment which is the carrying value of the investment net of the non-controlling interest. Creditors of the consolidated VIEs have no recourse to the general credit of the primary beneficiary.

(g)
Other Income, Net :

Other income, net consisted of:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Interest and dividend income
$
1,452

 
$
1,795

 
$
2,776

 
$
3,535

Gain on long-term investment

 
24

 

 
224

Impairment of long-term investments
(921
)
 

 
(1,203
)
 

Other income (expense)
50

 
2

 
55

 
(1
)
Other income, net
$
581

 
$
1,821

 
$
1,628

 
$
3,758



11

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


(h)
Other Current Liabilities :
Other current liabilities consisted of:
 
June 30, 2016
 
December 31, 2015
Accounts payable
$
10,265

 
$
19,639

Accrued promotional expenses
22,269

 
24,816

Accrued excise and payroll taxes payable, net
16,784

 
26,556

Accrued interest
35,028

 
28,147

Commissions payable
9,885

 
11,008

Accrued salary and benefits
18,179

 
22,774

Other current liabilities
27,978

 
21,277

Total other current liabilities
$
140,388

 
$
154,217



(i)
Goodwill and Other Intangible Assets :

The components of “Goodwill and other intangible assets, net” were as follows:
 
 
June 30,
2016
 
December 31,
2015
Goodwill
 
$
70,791

 
$
70,791

 
 
 
 
 
Indefinite life intangibles:
 
 
 
 
Intangible asset associated with benefit under the MSA
 
107,511

 
107,511

Trademark - Douglas Elliman
 
80,000

 
80,000

 
 
 
 
 
Intangibles with a finite life, net
 
4,564

 
5,657

 
 
 
 
 
  Total goodwill and other intangible assets, net
 
$
262,866

 
$
263,959


(j)
Commitments :

Douglas Elliman Lease Extension. On March 31, 2016, Douglas Elliman extended the duration of an existing lease and entered into a sublease for additional space in New York. The agreement extended the lease term from 2018 to 2032. The new agreements increase the Company’s lease commitments by $0  in 2016, $1,164  in 2017, $1,412 in 2018, $3,733 in 2019, $5,394 in 2020 and $69,460 thereafter.


(k)
New Accounting Pronouncements :

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 modifies U.S. Generally Accepted Accounting Principles (“GAAP”) by requiring the following, among others: (1) all excess tax benefits and tax deficiencies are to be recognized as income tax expense or benefit on the income statement (excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period); (2) excess tax benefits are to be classified along with other income tax cash flows as an operating activity in the statement of cash flows; (3) in the area of forfeitures, an entity can still follow the current U.S. GAAP practice of making an entity-wide accounting policy election

12

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


to estimate the number of awards that are expected to vest or may instead account for forfeitures when they occur; and (4) classification as a financing activity in the statement of cash flows of cash paid by an employer to the taxing authorities when directly withholding shares for tax withholding purposes. ASU 2016-09 is effective for the Company's fiscal year beginning January 1, 2017, including interim periods. Early application is permitted. The Company is currently assessing the impact the adoption of ASU 2016-09 will have on the Company's condensed consolidated financial statements.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”). ASU 2016-08 does not change the core principle of the guidance stated in ASU 2014-09, instead, the amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and whether an entity reports revenue on a gross or net basis. ASU 2016-08 will have the same effective date and transition requirements as the new revenue standard issued in ASU 2014-09. The Company is currently evaluating the method and impact the adoption of this ASU and ASU 2014-09 will have on the Company's condensed consolidated financial statements.
In March 2016, the FASB issued ASU 2016-07, Investments- Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”). ASU 2016-07 eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. ASU 2016-07 will be effective for the Company’s fiscal year beginning January 1, 2017 and subsequent interim periods. The adoption of ASU 2016-07 is not expected to have a material effect on the Company’s condensed consolidated financial statements.
In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force) (“ASU 2016-06”). ASU 2016-06 clarifies the requirement for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under ASU 2016-06 is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The amendments in ASU 2016-06 are effective for the Company's fiscal year beginning January 1, 2017, including interim periods. The Company is currently evaluating the method and impact the adoption of this ASU 2016-06 will have on the Company's condensed consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight line basis over the term of the lease. Accounting for lessors remains largely unchanged from current U.S. GAAP. ASU 2016-02 will be effective for the Company’s fiscal year beginning January 1, 2019 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Company's condensed consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC 820, Fair Value Measurements, and as such these investments may be measured at cost. ASU 2016-01 will be effective for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-01 will have on the Company’s condensed consolidated financial statements.

In May 2014, FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-9”). ASU 2014-9 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. As amended by ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date the new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning subsequent to December 15, 2016. The new standard is required to be applied retrospectively to each prior

13

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


reporting period presented or with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected a transition method and it has not determined the impact of the new standard on the Company's condensed consolidated financial statements.

2 .
INVENTORIES

Inventories consist of:
 
June 30,
2016
 
December 31,
2015
Leaf tobacco
$
49,537

 
$
49,856

Other raw materials
3,586

 
3,578

Work-in-process
606

 
789

Finished goods
67,219

 
61,493

E-Cigarettes
67

 
80

Inventories at current cost
121,015

 
115,796

LIFO adjustments
(28,280
)
 
(29,280
)
 
$
92,735

 
$
86,516


All of the Company's inventories at June 30, 2016 and December 31, 2015 are reported under the LIFO method. The $28,280 LIFO adjustment as of June 30, 2016 decreases the current cost of inventories by $18,863 for Leaf tobacco, $643 for Other raw materials, $33 for Work-in-Process, $8,736 for Finished goods and $5 for E-Cigarettes. The $29,280 LIFO adjustment as of December 31, 2015 decreased the current cost of inventories by $19,863 for Leaf tobacco, $643 for Other raw materials, $33 for Work-in-Process, $8,736 for Finished goods and $5 for E-Cigarettes.

Liggett enters into purchase commitments with third party providers for leaf tobacco that will be used entirely for future production. The future quantities of leaf tobacco and prices are established at the date of the commitments. At June 30, 2016 , Liggett had tobacco purchase commitments of approximately $16,151 . Liggett has a single source supply agreement for reduced ignition propensity cigarette paper through 2019.

The Company capitalizes the incremental prepaid cost of the MSA in ending inventory. Each period, the Company capitalizes in inventory that portion of its MSA liability that relates to cigarettes shipped to public warehouses but not sold. The amount of capitalized MSA cost in “Finished goods” inventory was $15,865 and $15,796 at June 30, 2016 and December 31, 2015 , respectively. Federal excise tax in inventory was $26,417 and $23,455 at June 30, 2016 and December 31, 2015 .



14

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


3 .
INVESTMENT SECURITIES AVAILABLE FOR SALE

The components of investment securities available for sale at June 30, 2016 were as follows:

 
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Marketable equity securities
$
38,172

 
$
17,343

 
$
(206
)
 
$
55,309

Mutual funds invested in fixed income securities
20,307

 
211

 

 
20,518

Marketable debt securities
83,865

 
1,162

 

 
85,027

Total investment securities available for sale
$
142,344

 
$
18,716

 
$
(206
)
 
$
160,854


The components of investment securities available for sale at December 31, 2015 were as follows:

 
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Marketable equity securities
$
47,502

 
$
19,833

 
$
(62
)
 
$
67,273

Mutual funds invested in fixed income securities
20,126

 

 
(15
)
 
20,111

Marketable debt securities
94,540

 
52

 

 
94,592

Total investment securities available for sale
$
162,168

 
$
19,885

 
$
(77
)
 
$
181,976



The table below summarizes the maturity dates of marketable debt securities at June 30, 2016 .

Investment Type:
Market Value
 
Under 1 Year
 
1 Year up to 5 Years
 
More than 5 Years
U.S. Government securities
$
27,456

 
$

 
$
27,456

 
$

Corporate securities
35,660

 
2,271

 
33,389

 

U.S. mortgage-backed securities
7,343

 

 
49

 
7,294

Commercial mortgage-backed securities
3,675

 

 

 
3,675

U.S. asset-backed securities
2,115

 

 
2,115

 

Commercial paper
7,985

 
7,985

 

 

Index-linked U.S. bonds
793

 

 
793

 

Total marketable debt securities by maturity dates
$
85,027

 
$
10,256

 
$
63,802

 
$
10,969



15

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


The available-for-sale investment securities with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows:

 
In loss position for
 
 
 
 
 
Less than 12 months
 
12 months or more
 
 
 
 
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Total Fair Value
 
Total Unrealized Losses
June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Marketable equity securities
$

 
$

 
$
5,794

 
$
(206
)
 
$
5,794

 
$
(206
)
 
$

 
$

 
$
5,794

 
$
(206
)
 
$
5,794

 
$
(206
)
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Marketable equity securities
$
5,938

 
$
(62
)
 
$

 
$

 
$
5,938

 
$
(62
)
Mutual funds invested in fixed income securities
10,053

 
(15
)
 

 

 
10,053

 
(15
)
 
$
15,991

 
$
(77
)
 
$

 
$

 
$
15,991

 
$
(77
)

Unrealized losses from mutual funds invested in fixed-income securities are primarily attributable to changes in interest rates. Unrealized losses from equity securities are due to market price movements. The Company believes the unrealized losses associated with the Company's equity securities will be recovered in the future.

Gross realized gains and losses on available-for-sale investment securities were as follows:

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Gross realized gains on sales
$
206

 
$
520

 
$
955

 
$
14,084

Gross realized losses on sales
(67
)
 
(710
)
 
(249
)
 
(1,245
)
Gains (losses) on sale of investment securities available for sale

$
139

 
$
(190
)
 
$
706

 
$
12,839

 
 
 
 
 
 
 
 
Gross realized losses on other-than-temporary impairments
$
(49
)
 
$

 
$
(4,862
)
 
$

 

 

 

 


The Company recorded an “Other-than-temporary impairment” charge of $49 and $4,862 during the three and six months ended June 30, 2016 . The largest component of the charge for the six months ended June 30, 2016 was $4,772 related to an investment in the common stock of Morgans Hotel Group Co., a company where Vector's President and Chief Executive Officer also serves as Chairman of the Board of Directors.
Although management generally does not have the intent to sell any specific securities at the end of the period, in the ordinary course of managing the Company's investment securities portfolio, management may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield and liquidity requirements.
Proceeds from investment securities sales totaled $67,033 and $118,261 and proceeds from early redemptions by issuers totaled $5,269 and $5,267 in the six months ended June 30, 2016 and 2015 , respectively, mainly from sales of Corporate securities and U.S. Government securities.

16

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


4 .
LONG-TERM INVESTMENTS

Long-term investments consisted of the following:
 
June 30, 2016
 
December 31, 2015
Investments accounted at cost
$
39,028

 
$
41,231

Investments accounted for under the equity method
20,341

 
21,495

 
$
59,369

 
$
62,726


(a) Cost-Method Investments:

Long-term investments accounted for at cost consisted of the following:

 
June 30, 2016
 
December 31, 2015
 
Carrying
 
Fair
 
Carrying
 
Fair
 
Value
 
Value
 
Value
 
Value
Investments partnerships
$
38,527

 
$
41,522

 
$
40,730

 
$
44,217

Real estate partnership
501

 
504

 
501

 
552

 
$
39,028

 
$
42,026

 
$
41,231

 
$
44,769



The principal business of the investment partnerships is investing in investment securities and real estate. The estimated fair value of the investment partnerships was provided by the partnerships based on the indicated market values of the underlying assets or investment portfolio. The investments in these investment partnerships are illiquid and the ultimate realization of these investments is subject to the performance of the underlying partnership and its management by the general partners. In the future, the Company may invest in other investments, including limited partnerships, real estate investments, equity securities, debt securities, derivatives and certificates of deposit, depending on risk factors and potential rates of return.
If it is determined that an other-than-temporary decline in fair value exists in long-term investments, the Company records an impairment charge with respect to such investment in its consolidated statements of operations. The Company will continue to perform additional assessments to determine the impact, if any, on the Company’s condensed consolidated financial statements. Thus, future impairment charges may occur.
The Company has accounted for these investments using the cost method of accounting because the investments did not meet the requirements for equity method accounting.
The Company received cash distributions of $1,000 and $371 from the Company's investments in long-term investments under the cost method for the six months ended June 30, 2016 and 2015 , respectively. The Company invested $5,000 in a reinsurance company during the six months ended June 30, 2015 .
The long-term investments are carried on the consolidated balance sheet at cost. The fair value determination disclosed above
would be classified as Level 3 under fair value hierarchy disclosed in Note 11 if such assets were recorded on the consolidated balance sheet at fair value. The fair value determinations disclosed above were based on company assumptions, and information obtained from the partnerships based on the indicated market values of the underlying assets of the investment portfolio.


17

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited



(b) Equity-Method Investments:

Long-term investments accounted for under the equity method consisted of the following:
 
June 30,
2016
 
December 31, 2015
Indian Creek Investors LP
$
4,929

 
$
4,989

Boyar Value Fund
7,312

 
7,302

Ladenburg Thalmann Financial Services Inc.
8,100

 
9,204

Castle Brands, Inc.

 

 
$
20,341

 
$
21,495



The Company's investments accounted for under the equity method include the following: Indian Creek Investors LP (“Indian Creek”), Boyar Value Fund (“Boyar”), Ladenburg Thalmann Financial Services Inc. (“LTS”) and Castle Brands Inc. (“Castle”). At June 30, 2016 , the Company's ownership percentages in Indian Creek, Boyar, LTS and Castle were 20.13% , 30.65% , 7.75% and 7.91% , respectively. The Company accounted for its Indian Creek and Boyar interests as equity-method investments because the Company's ownership percentage meets the threshold for equity-method accounting. The Company accounted for its LTS and Castle interests as equity-method investments because, in accordance with generally accepted accounting principles, the Company has the ability to exercise significant influence over their operating and financial policies.
The principal business of Indian Creek is investing in investment securities. Fair value approximates carrying value. The estimated fair value of the investment partnership was provided by the partnership based on the indicated market values of the underlying assets or investment portfolio. The investment in the investment partnership is illiquid and the ultimate realization of the investment is subject to the performance of the underlying partnership and its management by the general partners.

The Company's investments under the equity method include an investment in Boyar. The value of the investment based on the quoted market price as of June 30, 2016 was $7,312 , equal to its carrying value. Ladenburg Thalmann Fund Management, LLC, an indirect subsidiary of LTS, is the manager of Boyar.

At June 30, 2016 , the aggregate values of the LTS and Castle investments based on the quoted market price were $33,491 and $9,250 , respectively.
The Company received cash distributions of $572 and $1,754 from the Company's investments in long-term investments under the equity method for the six months ended June 30, 2016 and 2015 , respectively. The Company recognized equity in earnings from long-term investments under the equity method of $1,089 for the three months ended June 30, 2016 and equity in losses from long-term investments under the equity method of $582 for the six months ended June 30, 2016 . The Company recognized equity in losses from long-term investments under the equity method of $2,163 and $1,551 for the three and six months ended June 30, 2015 , respectively. The Company has suspended its recognition of equity in losses from Castle to the extent such losses exceed its basis.
If it is determined that an other-than-temporary decline in fair value exists in long-term investments, the Company records an impairment charge with respect to such investment in its consolidated statements of operations. The Company will continue to perform additional assessments to determine the impact, if any, on the Company’s condensed consolidated financial statements. Thus, future impairment charges may occur.


5 .
NEW VALLEY LLC
Residential Brokerage Business. New Valley is engaged in the real estate business and is seeking to acquire or invest in additional real estate properties or projects. The Company owns a 70.59% interest in Douglas Elliman and the condensed consolidated financial statements of the Company include the account balances of Douglas Elliman.

18

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


Investments in real estate ventures.   New Valley also holds equity investments in various real estate projects domestically and internationally. The components of “Investments in real estate ventures” were as follows:
 
June 30,
2016
 
December 31,
2015
10 Madison Square Park (1107 Broadway)
$
9,188

 
$
11,391

The Marquand (11 East 68th Street)
9,333

 
13,900

11 Beach Street
13,702

 
13,209

20 Times Square (701 Seventh Avenue)
16,487

 
14,985

111 Murray Street
25,308

 
25,567

160 Leroy Street
4,511

 
3,952

215 Chrystie Street
5,729

 
5,592

The Dutch (25-19 43rd Avenue)
1,129

 
1,077

Queens Plaza (23-10 Queens Plaza South)
16,834

 
16,177

87 Park (8701 Collins Avenue)
8,846

 
8,658

125 Greenwich Street
9,780

 
9,750

West Hollywood Edition (9040 Sunset Boulevard)
7,050

 
10,510

76 Eleventh Avenue
18,867

 
17,967

Monad Terrace
7,774

 
6,608

Takanasee
4,916

 
4,680

Condominium and Mixed Use Development
159,454

 
164,023

 
 
 
 
Maryland Portfolio

 

ST Portfolio
9,193

 
15,754

Apartment Buildings
9,193

 
15,754

 
 
 
 
Park Lane Hotel
21,138

 
19,697

Hotel Taiwana
7,786

 
7,069

Coral Beach and Tennis Club
3,162

 
3,159

Hotels
32,086

 
29,925

 
 
 
 
The Plaza at Harmon Meadow
3,682

 
5,449

Commercial
3,682

 
5,449

 
 
 
 
Other
1,724

 
2,017

 
 
 
 
Investments in real estate ventures
$
206,139

 
$
217,168

 
Condominium and Mixed-Use Development:
Condominium and mixed-use development investments range in ownership percentage from 3.1% to 49.5% . New Valley recorded net equity in earnings from real estate ventures of $2,962 and $1,779 for the three and six months ended June 30, 2016 from its condominium and mixed-used developments. For the three months ended June 30, 2016 equity in earnings from real estate related to $3,788 in equity earnings from New Valley's proportionate share of the sale of condominium units at 10 Madison Square Park offset by equity in losses of $826 from the other condominiums and mixed-use development projects. For the six months ended June 30, 2016 equity in earnings from real estate was related to $4,211 in equity earnings from New Valley's proportionate share of the sale of condominium units at 10 Madison Square Park and $34 equity in earnings from other condominiums and

19

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited


mixed-use development projects offset by equity losses of $962 at the Marquand, $160 at 11 Beach Street, $247 at 111 Murray Street, $144 at 215 Chrystie Street, $122 at Queens Plaza, $250 at 87 Park, $177 at West Hollywood Edition, and $404 at Monad Terrace. New Valley recorded equity in earnings from real estate ventures of $138 and $675 for the the three and six months ended June 30, 2015 . The Company recorded $1,501 of equity in earnings related to its proportionate share of the Marquand’s equity earnings from the sale of three of its units for the six months ended June 30, 2015 . The Company also recorded $236 of equity in earnings from Chelsea Eleven for a distribution of excess amounts held back in 2012 for final expenses of the investment for the six months ended June 30, 2015 .
During the six months ended June 30, 2016 , New Valley made capital contributions totaling $8,801 related to ventures where New Valley previously held an investment, primarily at 20 Times Square, 160 Leroy Street, West Hollywood Edition, and Monad Terrace. For ventures where New Valley previously held an investment, New Valley contributed its proportionate share of additional capital along with contributions by the other investment partners. New Valley's direct investment percentage did not change. During the six months ended June 30, 2015 , New Valley made capital contributions totaling $27,091 primarily related to 215 Chrystie Street, 76 Eleventh Avenue and Monad Terrace. New Valley contributed its proportionate share of additional capital along with contributions by the other investment partners. New Valley's investment percentages did not change.
During the six months ended June 30, 2016 , New Valley received distributions of $19,985 primarily related to 10 Madison Square West, the Marquand, West Hollywood Edition and income from marketing fees paid by 125 Greenwich Street. During the six months ended June 30, 2015 , New Valley received distributions of $236 from its investment in Chelsea Eleven, which sold its last unit in 2012, for excess amounts held back in 2012 for final expenses of the investment.
New Valley's maximum exposure to loss, net of non-controlling interest, as a result of its investments in condominium and mixed-use developments was $140,667 at June 30, 2016 .

New Valley capitalized  $4,836  of interest expense into the carrying value of its ventures whose projects were currently under development during the six months ended June 30, 2016 .

Douglas Elliman has been engaged by the developers as the sole broker or the co-broker for several of the real estate development projects that New Valley owns an interest in through its joint venture investments. Douglas Elliman had gross commissions of approximately $5,674 and   $8,079  for the three and six months ended   June 30, 2016  from these projects.

Apartment Buildings:
Apartment building investments range in ownership percentage from 7.6% to 16.3% . New Valley recorded equity in earnings from real estate ventures of $1,630 and $2,146 for the three and six months ended June 30, 2016 , primarily related to the ST Portfolio apartment portfolio. In 2015, ST Portfolio sold one (Highgrove) of its two remaining Class A multi-family buildings. New Valley recorded equity in earnings from real estate ventures of $1,848 and $1,801 for the three and six months ended June 30, 2015 , related to the ST Portfolio. In 2015, ST Portfolio sold one (Phoenix) of its three remaining Class A multi-family buildings. New Valley received distributions of $8,707 during the six months ended June 30, 2016 , primarily related to ST Portfolio and Maryland Portfolio. New Valley received distributions of $493 during the six months ended June 30, 2015 , primarily related to the Maryland Portfolio. New Valley has suspended its recognition of equity losses in Maryland Portfolio to the extent such losses exceed its basis. New Valley's maximum exposure to loss as a result of its investment in apartment buildings was $9,193 at June 30, 2016 .

Hotels:
Hotel investments range in ownership percentage from 5.2% to 49.0% . New Valley recorded equity in losses from real estate ventures of $189 and $844 for the three and six months ended June 30, 2016 , related to hotel operations. New Valley recorded equity in losses from real estate ventures of $261 and $1,006 for the three and six months ended June 30, 2015 . New Valley made capital contributions totaling $3,005 for the six months ended June 30, 2016 , related to the Park Lane Hotel and Coral Beach and Tennis Club. New Valley made capital contributions totaling $1,980 for the six months ended June 30, 2015 , related to the Park Lane Hotel and Coral Beach and Tennis Club. New Valley's maximum exposure to loss as a result of its investments in hotels was $32,086 at June 30, 2016 .

20

VECTOR GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited



Commercial:
New Valley recorded equity in losses from real estate ventures of $1,744 and $1,532 for the three and six months ended June 30, 2016 , related to shopping center rental operations. New Valley recorded equity in earnings from real estate ventures of $27 for the three and six months ended June 30, 2015 , related to shopping center rental operations. New Valley received distributions totaling $235 for the six months ended June 30, 2016 , related to Harmon Meadow. New Valley's maximum exposure to loss as a result of its investments in commercial ventures was $3,682 at June 30, 2016 .

Other:
Other investments in real estate ventures relate to a 50% investment in an insurance consulting company owned by Douglas Elliman.

Investments in Real Estate, net:
The components of “Investments in real estate, net” were as follows:
 
June 30,
2016
 
December 31,
2015
Escena, net
$
10,644

 
$
10,716

Sagaponack
12,684

 
12,602

            Investments in real estate, net
$
23,328

 
$
23,318


Escena.   The assets of “Escena, net” were as follows:
 
June 30,
2016
 
December 31,
2015
Land and land improvements
$
8,907

 
$
8,907

Building and building improvements
1,874

 
1,875

Other
2,001

 
1,923

 
12,782

 
12,705

Less accumulated depreciation
(2,138
)