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8-K


 
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): April 1, 2016

VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)

1-5759
 
65-0949535
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
4400 Biscayne Boulevard, Miami, Florida
 
33137
(Address of Principal Executive Offices)
 
(Zip Code)

(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)

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. Results of Operations and Financial Condition
Vector Group Ltd.'s (the "Company") Annual Report on Form 10-K for the year ended December 31, 2015 contained retrospectively adjusted financial statements that reflected its adoption of the equity method of accounting for two investments (Ladenburg Thalmann Financial Services Inc. and Castle Brands, Inc.). Under Generally Accepted Accounting Principles ("GAAP"), the equity method of accounting was retroactively applied to each investment since inception.

The Company is filing this Current Report on Form 8-K to retrospectively adjust its previously reported Statement of Operations for the quarterly periods ended March 31, 2015, June 30, 2015 and September 30, 2015, which are included as Exhibit 99.1.

The Company is also filing this Current Report on Form 8-K to retrospectively adjust certain non-GAAP Financial Measures previously reported in the Company's Current Reports on Form 8-K, dated October 2, 2015 and November 2, 2015. Exhibit 99.2 of this Current Report on Form 8-K includes retrospectively adjusted Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income and Pro-forma Adjusted Operating Income for periods previously reported. In addition to Exhibit 99.2, Exhibits 99.3, 99.4 and 99.5 contain the Non-GAAP Financial Measures discussed below.

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, and the related purchase accounting adjustments, 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 expense in the Tobacco segment, non-cash stock compensation expense (for purposes of Pro-forma Adjusted EBITDA only) and non-cash interest items associated with the Company's convertible debt. 

Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income, Tobacco Adjusted Operating Income, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Realty, LLC Adjusted Revenues, and Douglas Elliman Realty, LLC Adjusted EBITDA (hereafter referred to as "the Non-GAAP Financial Measures") are financial measures not prepared in accordance with 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, capital investment cycles and ages of related assets among otherwise comparable companies. 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.

Pro-forma 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 Company’s ownership of Douglas Elliman. EBITDA is defined as Net Income before Interest, Taxes, Depreciation and Amortization. Pro-forma 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, 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 Pro-forma Adjusted Revenues and New Valley LLC Pro-forma Adjusted EBITDA are defined as the portion of Pro-forma Adjusted Revenues and Pro-forma Adjusted EBITDA that relate to New Valley. New Valley's Pro-forma Adjusted EBITDA does not include an allocation of expenses from the Corporate and Other segment of Vector Group Ltd.






Item 9.01. Financial Statements and Exhibit

(c)
Exhibit.

Exhibit No.
 
Exhibit
99.1
 
Selected Financial Data.
99.2
 
Non-GAAP Financial Measures (furnished pursuant to Regulation FD).
99.3
 
Investor Presentation of Vector Group Ltd. dated April 2016 (furnished pursuant to Regulation FD).
99.4
 
Fact Sheet of Vector Group Ltd. (furnished pursuant to Regulation FD).
99.5
 
Fact Sheet of New Valley LLC (furnished pursuant to Regulation FD).





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
VECTOR GROUP LTD.
 
 
 
By:
/s/ J. Bryant Kirkland III  
 
 
J. Bryant Kirkland III 
 
 
Vice President, Treasurer and Chief Financial Officer 
Date: April 1, 2016



Exhibit


VECTOR GROUP LTD. AND SUBSIDIARIES
SELECT FINANCIAL DATA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
 
Three Months Ended
 
December 31, 2015
 
September 30, 2015
 
June 30,
2015
 
March 31, 2015
 
 
 
 
 
(Unaudited)
Revenues
 
 
 
 
 
 
 
   Tobacco*
$
270,616

 
$
264,170

 
$
254,890

 
$
228,085

   Real estate
162,565

 
185,563

 
161,022

 
132,256

   E-Cigarettes
(2,851
)
 
201

 
261

 
419

          Total revenues
430,330

 
449,934

 
416,173

 
360,760

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
   Cost of sales:
 
 
 
 
 
 
 
     Tobacco*
191,585

 
174,418

 
174,867

 
157,030

     Real estate
100,981

 
121,078

 
103,870

 
84,358

     E-Cigarettes
22

 
421

 
467

 
630

        Total cost of sales
292,588

 
295,917

 
279,204

 
242,018

 
 
 
 
 
 
 
 
Operating, selling, administrative and general expenses
86,772

 
79,352

 
79,916

 
74,181

Litigation settlement and judgment expense
14,229

 
3,750

 
1,250

 
843

Restructuring expense
5,709

 
1,548

 
—

 
—

Operating income
31,032

 
69,367

 
55,803

 
43,718

 
 
 
 
 
 
 
 
Other income (expenses):
 
 
 
 
 
 
 
Interest expense
(24,286
)
 
(32,898
)
 
(31,761
)
 
(31,746
)
Change in fair value of derivatives embedded within convertible debt
5,695

 
7,044

 
5,256

 
6,460

Equity in earnings (losses) from real estate ventures
723

 
(916
)
 
1,856

 
338

Equity in (losses) earnings from investments
(26
)
 
(1,103
)
 
(2,163
)
 
612

(Loss) gain on sale of investment securities available for sale
(880
)
 
(821
)
 
(190
)
 
13,029

Impairment of investment securities available for sale
(635
)
 
(12,211
)
 
—

 
—

Other, net
1,308

 
1,342

 
1,821

 
1,937

Income before provision for income taxes
12,931

 
29,804

 
30,622

 
34,348

Income tax expense
3,494

 
13,694

 
11,178

 
12,867

 
 
 
 
 
 
 
 
Net income
9,437

 
16,110

 
19,444

 
21,481

 
 
 
 
 
 
 
 
Net income attributed to non-controlling interest
(1,533
)
 
(3,644
)
 
(1,837
)
 
(260
)
 
 
 
 
 
 
 
 
Net income attributed to Vector Group Ltd.
$
7,904

 
$
12,466

 
$
17,607

 
$
21,221

 
 
 
 
 
 
 
 
Per basic common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income applicable to common shares attributed to Vector Group Ltd.
$
0.06

 
$
0.10

 
$
0.14

 
$
0.18

 
 
 
 
 
 
 
 
Per diluted common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income applicable to common shares attributed to Vector Group Ltd.
$
0.06

 
$
0.10

 
$
0.14

 
$
0.18

 
 
 
 
 
 
 
 
Cash distributions declared per share
$
0.40

 
$
0.38

 
$
0.38

 
$
0.38

* Revenues and Cost of goods sold include excise taxes of $118,342, $112,773, $108,912 and $97,359 respectively.



Exhibit


TABLE 1
VECTOR GROUP LTD. AND SUBSIDIARIES
COMPUTATION OF PRO-FORMA ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands)
 
Three Months Ended
 
December 31, 2015
 
September 30, 2015
 
June 30,
2015
 
March 31, 2015
 
 
 
 
 
 
 
 
Net income attributed to Vector Group Ltd.
$
7,904

 
$
12,466

 
$
17,607

 
$
21,221

Interest expense
24,286

 
32,898

 
31,761

 
31,746

Income tax expense
3,494

 
13,694

 
11,178

 
12,867

Net income attributed to non-controlling interest
1,533

 
3,644

 
1,837

 
260

Depreciation and amortization
6,258

 
6,673

 
6,442

 
6,281

EBITDA
$
43,475

 
$
69,375

 
$
68,825

 
$
72,375

Change in fair value of derivatives embedded within convertible debt (a)
(5,695
)
 
(7,044
)
 
(5,256
)
 
(6,460
)
Equity in losses (earnings) from investments (b)
27

 
1,103

 
2,163

 
(612
)
Loss (gain) on sale of investment securities available for sale
880

 
821

 
190

 
(13,029
)
Impairment of investment securities available for sale
635

 
12,211

 
—

 
—

Equity in (earnings) losses from real estate ventures (c)
(723
)
 
916

 
(1,856
)
 
(338
)
Pension settlement charge
—

 
—

 
1,607

 
—

Stock-based compensation expense (d)
1,972

 
1,248

 
1,236

 
1,164

Litigation settlement and judgment expense (e)
14,229

 
3,750

 
1,250

 
843

Impact of MSA settlement (f)
1,351

 
(5,715
)
 
—

 
—

Restructuring expense
5,709

 
1,548

 
—

 
—

Purchase accounting adjustments (g)
379

 
366

 
358

 
332

Other, net
(1,309
)
 
(1,342
)
 
(1,821
)
 
(1,937
)
Pro-forma Adjusted EBITDA
$
60,930

 
$
77,237

 
$
66,696

 
$
52,338

Pro-forma Adjusted EBITDA attributed to non-controlling interest
(2,535
)
 
(4,735
)
 
(2,913
)
 
(1,084
)
Pro-forma Adjusted EBITDA attributed to Vector Group Ltd.
$
58,395

 
$
72,502

 
$
63,783

 
$
51,254

 
 
 
 
 
 
 
 
Pro-forma Adjusted EBITDA by Segment
 
 
 
 
 
 
 
Tobacco
$
63,794

 
$
66,084

 
$
62,024

 
$
53,472

E-cigarettes
(5,327
)
 
(2,146
)
 
(2,400
)
 
(3,164
)
Real Estate (h)
6,413

 
15,981

 
10,326

 
5,391

Corporate and Other
(3,950
)
 
(2,682
)
 
(3,254
)
 
(3,361
)
Total
$
60,930

 
$
77,237

 
$
66,696

 
$
52,338

 
 
 
 
 
 
 
 
Pro-forma Adjusted EBITDA Attributed to Vector Group by Segment
 
 
 
 
 
 
 
Tobacco
$
63,794

 
$
66,084

 
$
62,024

 
$
53,472

E-cigarettes
(5,327
)
 
(2,146
)
 
(2,400
)
 
(3,164
)
Real Estate (i)
3,878

 
11,246

 
7,413

 
4,307

Corporate and Other
(3,950
)
 
(2,682
)
 
(3,254
)
 
(3,361
)
Total
$
58,395

 
$
72,502

 
$
63,783

 
$
51,254

 
 
 
 
 
 
 
 
                                      

a.
Represents income or losses recognized from changes in the fair value of the derivatives embedded in the Company's convertible debt.
b.
Represents income or losses recognized from investments that the Company accounts for under the equity method.
c.
Represents equity income (loss) recognized from the Company's investment in certain real estate businesses that are not consolidated in its financial results.
d.
Represents amortization of stock-based compensation.
e.
Represents accruals for settlements of judgment expenses in the Engle progeny tobacco litigation.
f.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
g.
Amounts represent purchase accounting adjustments recorded in the periods presented in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC, which occurred in 2013.




h.
Includes Pro-forma Adjusted EBITDA for Douglas Elliman Realty, LLC of $5,855, $16,294, $9,906,and $3,685 for the three months ended December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015, respectively. Amounts reported in this footnote reflect 100% of Douglas Elliman Realty, LLC's entire Pro-forma Adjusted EBITDA.
i.
Includes Pro-forma Adjusted EBITDA for Douglas Elliman Realty, LLC less non-controlling interest of $4,133, $11,502, $6,993, and $2,601 for the three months ended December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015, respectively. Amounts reported in this footnote have adjusted Douglas Elliman Realty, LLC's Pro-forma Adjusted EBITDA for non-controlling interest.





TABLE 1
VECTOR GROUP LTD. AND SUBSIDIARIES
COMPUTATION OF PRO-FORMA ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
 
Year Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
Net income attributed to Vector Group Ltd.
$
59,198

 
$
36,856

 
$
37,300

 
30,675

 
$
74,478

Interest expense
120,691

 
160,991

 
132,147

 
110,102

 
100,706

Income tax expense
41,233

 
33,165

 
23,672

 
23,131

 
47,767

Net income (loss) attributed to non-controlling interest
7,274

 
12,258

 
(252
)
 
—

 
—

Depreciation and amortization
25,654

 
24,499

 
12,631

 
10,608

 
10,607

EBITDA
254,050

 
267,769

 
205,498

 
174,516

 
233,558

Change in fair value of derivatives embedded within convertible debt (a)
(24,455
)
 
(19,409
)
 
(18,935
)
 
7,476

 
(7,984
)
Gain on liquidation of long-term investments
—

 
—

 
—

 
—

 
(25,832
)
Equity in losses (earnings) on long-term investments (b)
2,681

 
(3,140
)
 
(3,126
)
 
(264
)
 
710

Loss (gain) on sale of investment securities available for sale
(11,138
)
 
11

 
(5,152
)
 
(1,640
)
 
(23,257
)
Impairment of investment securities
12,846

 
—

 
—

 
—

 
—

Equity in earnings from real estate ventures (c)
(2,001
)
 
(4,103
)
 
(22,925
)
 
(29,764
)
 
(19,966
)
Gain on sale of townhomes
—

 
—

 
—

 
—

 
(3,843
)
Loss on extinguishment of debt
—

 
—

 
21,458

 
—

 
1,217

Acceleration of interest expense related to debt conversion
—

 
5,205

 
12,414

 
14,960

 
—

Pension Settlement Charge
1,607

 
—

 
—

 
—

 
—

Stock-based compensation expense (d)
5,620

 
3,251

 
2,519

 
5,563

 
3,183

Litigation settlement and judgment expense (e)
20,072

 
2,475

 
88,106

 
—

 
—

Impact of MSA Settlement (f)
(4,364
)
 
(1,419
)
 
(11,823
)
 
—

 
—

Restructuring expense
7,257

 
—

 
—

 
—

 
—

Gain on acquisition of Douglas Elliman
—

 
—

 
(60,842
)
 
—

 
—

Reclassification of EBITDA as a result of the consolidation of Douglas Elliman (g)
—

 
—

 
46,640

 
31,558

 
30,991

Purchase accounting adjustments (h)
1,435

 
1,478

 
—

 
—

 
—

Other, net
(6,409
)
 
(9,396
)
 
(4,573
)
 
(593
)
 
(1,375
)
Pro-forma Adjusted EBITDA
257,201

 
242,722

 
249,259

 
201,812

 
187,402

Pro-forma Adjusted EBITDA attributed to non-controlling interest
(11,267
)
 
(15,858
)
 
(13,717
)
 
(9,281
)
 
(9,114
)
Pro-forma Adjusted EBITDA attributed to Vector Group Ltd.
245,934

 
226,864

 
235,542

 
192,531

 
178,288

 
 
 
 
 
 
 
 
 
 
Pro-forma Adjusted EBITDA by Segment
 
 
 
 
 
 
 
 
 
Tobacco
245,374

 
211,168

 
198,866

 
185,798

 
173,721

E-cigarettes
(13,037
)
 
(13,124
)
 
(1,019
)
 
—

 
—

Real Estate (i)
38,111

 
56,036

 
64,866

 
29,959

 
29,388

Corporate and Other
(13,247
)
 
(11,358
)
 
(13,454
)
 
(13,945
)
 
(15,707
)
Total
257,201

 
242,722

 
249,259

 
201,812

 
187,402

 


 


 


 


 


Pro-forma Adjusted EBITDA by Segment Attributed to VGR
 
 
 
 
 
 
 
 
 
Tobacco
245,374

 
211,168

 
198,866

 
185,798

 
173,721

E-cigarettes
(13,037
)
 
(13,124
)
 
(1,019
)
 
—

 
—

Real Estate (j)
26,844

 
40,178

 
51,149

 
20,678

 
20,274

Corporate and Other
(13,247
)
 
(11,358
)
 
(13,454
)
 
(13,945
)
 
(15,707
)
Total
245,934

 
226,864

 
235,542

 
192,531

 
178,288

                                      

a.
Represents income or losses recognized from changes in the fair value of the derivatives embedded in the Company's convertible debt.




b.
Represents income or losses recognized from investments that the Company accounts for under the equity method.
c.
Represents equity income (loss) recognized from the Company's investment in certain real estate businesses that are not consolidated in its financial results.
d.
Represents amortization of stock-based compensation.
e.
Represents accruals for settlements of judgment expenses in the Engle progeny tobacco litigation.
f.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
g.
Represents EBITDA of Douglas Elliman Realty, LLC for all periods prior to December 13, 2013. On December 13, 2013, the Company increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, the Company consolidates the operations and financial position of Douglas Elliman Realty, LLC in its financial statements.  The Company had previously accounted for its interest in Douglas Elliman Realty, LLC under the equity method, and operating income as well as depreciation and amortization expense from Douglas Elliman Realty, LLC, were not included in the Company's Adjusted EBITDA.
h.
Amounts represent purchase accounting adjustments recorded in the periods presented in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC, which occurred in 2013.
i.
Includes Pro-forma Adjusted EBITDA for Douglas Elliman Realty, LLC of $35,740, $50,655, $45,710, $30,910, and $30,991 for the years ended December 31, 2015, 2014, 2013, 2012, and 2011, respectively. Amounts reported in this footnote reflect 100% of Douglas Elliman Realty, LLC's entire Pro-forma Adjusted EBITDA.
j.
Includes Pro-forma Adjusted EBITDA for Douglas Elliman Realty, LLC less non-controlling interest of $25,229, $35,757, $31,993, $21,629, and $21,877 for the years ended December 31, 2015, 2014, 2013, 2012, and 2011 respectively. Amounts reported in this footnote have adjusted Douglas Elliman Realty, LLC's Pro-forma Adjusted EBITDA for non-controlling interest.





TABLE 2
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF PRO-FORMA ADJUSTED NET INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

 
Three Months Ended
 
December 31, 2015
 
September 30, 2015
 
June 30,
2015
 
March 31, 2015
 
 
 
 
 
 
 
 
Net income attributed to Vector Group Ltd.
$
7,904

 
$
12,466

 
$
17,607

 
$
21,221

 
 
 
 
 
 
 
 
Change in fair value of derivatives embedded within convertible debt
(5,695
)
 
(7,044
)
 
(5,256
)
 
(6,460
)
Non-cash amortization of debt discount on convertible debt
7,565

 
7,187

 
6,516

 
5,943

Litigation settlement and judgment expense (a)
14,229

 
3,750

 
1,250

 
843

Cash interest capitalized to real estate venture
(9,928
)
 
—

 
—

 
—

Impact of MSA settlement (b)
1,351

 
(5,715
)
 
—

 
—

Pension settlement charge
—

 
—

 
1,607

 
—

Restructuring expense
5,709

 
1,548

 
—

 
—

Douglas Elliman Realty, LLC purchase accounting adjustments (c)
1,358

 
1,351

 
1,343

 
1,251

Total adjustments
14,589

 
1,077

 
5,460

 
1,577

 
 
 
 
 
 
 
 
Tax expense related to adjustments
(6,089
)
 
(448
)
 
(2,258
)
 
(652
)
 
 
 
 
 
 
 
 
Pro-forma Adjusted Net Income attributed to Vector Group Ltd.
$
16,404

 
$
13,095

 
$
20,809

 
$
22,146

 
 
 
 
 
 
 
 
Per diluted common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro-forma Adjusted Net Income applicable to common shares attributed to Vector Group Ltd.
$
0.13

 
$
0.11

 
$
0.17

 
$
0.18

                                      

a. Represents accruals for settlements of judgment expenses in the Engle progeny tobacco litigation.
b.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
c.
Represents 70.59% of purchase accounting adjustments in the periods presented for assets acquired in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC, which occurred in 2013.






TABLE 2
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF PRO-FORMA ADJUSTED NET INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
 
Year Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Net income attributed to Vector Group Ltd.
$
59,198

 
$
36,856

 
$
37,300

 
30,675

 
$
74,478

 
 
 
 
 
 
 
 
 
 
Acceleration of interest expense related to debt conversion
—

 
5,205

 
12,414

 
14,960

 
1,217

Change in fair value of derivatives embedded within convertible debt
(24,455
)
 
(19,409
)
 
(18,935
)
 
7,476

 
(7,984
)
Non-cash amortization of debt discount on convertible debt
27,211

 
51,472

 
36,378

 
18,016

 
10,441

Loss on extinguishment of 11% Senior Secured Notes due 2015
—

 
—

 
21,458

 
—

 
—

   Litigation settlement and judgment expense (a)
20,072

 
2,475

 
88,106

 
—

 
—

Capitalized Interest
(9,928
)
 
—

 
—

 
—

 
—

Impact of MSA Settlement (b)
(4,364
)
 
(1,419
)
 
(11,823
)
 
—

 
—

Interest income from MSA Settlement (c)
—

 
—

 
(1,971
)
 
—

 
—

Pensions Settlement Charge
1,607

 
—

 
—

 
—

 
—

Gain on acquisition of Douglas Elliman Realty, LLC (d)
—

 
—

 
(60,842
)
 
—

 
—

Restructuring expense
7,257

 
—

 
—

 
—

 
—

Gain on liquidation of long-term investments
—

 
—

 
—

 
—

 
(25,832
)
Gain on townhomes
—

 
—

 
—

 
—

 
(3,843
)
Adjustment to reflect additional 20.59% of net income from Douglas Elliman Realty, LLC (e)
—

 
—

 
8,557

 
5,947

 
5,811

Out-of-period adjustment related to Douglas Elliman acquisition in 2013 (f)
—

 
(1,231
)
 
—

 
—

 
—

Douglas Elliman Realty, LLC purchase accounting adjustments (g)
5,303

 
6,019

 
1,165

 
—

 
—

Total adjustments
22,703

 
43,112

 
74,507

 
46,399

 
(20,190
)
 
 
 

 
 
 
 
 
 
Tax (expense) benefit related to adjustments
(9,447
)
 
(17,827
)
 
(29,467
)
 
(19,332
)
 
8,197

One-time adjustment to income tax expense due to purchase accounting (h)
—

 
1,670

 
—

 
—

 
—

Pro-forma Adjusted Net Income attributed to Vector Group Ltd.
72,454

 
63,811

 
82,340

 
57,742

 
62,485

 
 
 
 
 
 
 
 
 
 
Per diluted common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro-forma Adjusted Net Income applicable to common shares attributed to Vector Group Ltd.
0.60

 
0.57

 
0.79

 
0.58

 
0.64

                                      

a. Represents accruals for settlements of judgment expenses in the Engle progeny tobacco litigation.
b.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
c.
Represents interest income from the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
d.
Represents gain associated with the increase of ownership of Douglas Elliman Realty, LLC.
e.
Represents 20.59% of Douglas Elliman Realty LLC's net income from January 1, 2013 to December 13, 2013 and the years ended December 31, 2012 and 2011. On December 13, 2013, the Company increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, the Company includes an additional 20.59% of Adjusted Net Income from Douglas Elliman Realty, LLC in the Company's Adjusted Net Income.
f.
Represents an out-of-period adjustment related to a non-accrual of a receivable from Douglas Elliman Realty in the fourth quarter of 2013 and would have increased the Company's gain on acquisition of Douglas Elliman in 2013.
g.
Represents 70.59% of purchase accounting adjustments in the periods presented for assets acquired in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC, which occurred in 2013.
h.
Represents adjustments to income tax expense due to a change in the Company's marginal income tax rate from 40.6% to 41.35% as a result of its acquisition of 20.59% of Douglas Elliman Realty, LLC on December 13, 2013.





TABLE 3
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF PRO-FORMA ADJUSTED OPERATING INCOME
(Unaudited)
(Dollars in Thousands)

 
 
Three Months Ended
 
 
December 31, 2015
 
September 30, 2015
 
June 30,
2015
 
March 31, 2015
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
31,032

 
$
69,367

 
$
55,803

 
$
43,718

 
 
 
 
 
 
 
 
 
   Litigation settlement and judgment expense (a)
 
14,229

 
3,750

 
1,250

 
843

Pension settlement charge
 
—

 
—

 
1,607

 
—

   Restructuring expense
 
5,709

 
1,548

 
—

 
—

Impact of MSA settlement (b)
 
1,351

 
(5,715
)
 
—

 
—

Douglas Elliman Realty, LLC purchase accounting adjustments (c)
 
1,925

 
1,913

 
1,903

 
1,772

Total adjustments
 
23,214

 
1,496

 
4,760

 
2,615

 
 
 
 
 
 
 
 
 
Pro-forma Adjusted Operating Income (d)
 
$
54,246

 
$
70,863

 
$
60,563

 
$
46,333

                                      

a.
Represents accruals for settlements of judgment expenses in the Engle progeny tobacco litigation.
b.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
c.
Amounts represent purchase accounting adjustments recorded in the periods presented in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC, which occurred in 2013.
d.
Does not include a reduction for 29.41% non-controlling interest in Douglas Elliman Realty, LLC.





TABLE 3
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF PRO-FORMA ADJUSTED OPERATING INCOME
(Unaudited)
(Dollars in Thousands)
 
Year Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
 
 
 
 
 
Operating income
$
199,920

 
$
212,438

 
$
111,186

 
$
154,083

 
$
142,621

 
 
 
 
 
 
 
 
 
 
   Litigation settlement and judgment expense (a)
20,072

 
2,475

 
88,106

 
—

 
—

Pension settlement charge
1,607

 
—

 
—

 
—

 
—

   Restructuring expense
7,257

 
—

 
—

 
—

 
—

Impact of MSA settlement (b)
(4,364
)
 
(1,419
)
 
(11,823
)
 
—

 
—

Reclassification of operating income as a result of the consolidation of Douglas Elliman Realty, LLC (c)
—

 
—

 
42,598

 
27,894

 
27,299

Douglas Elliman Realty, LLC purchase accounting adjustments (d)
7,513

 
8,527

 
1,650

 
—

 
—

Total adjustments
32,085

 
9,583

 
120,531

 
27,894

 
27,299

 
 
 
 
 
 
 
 
 
 
Pro-forma Adjusted Operating Income (e)
$
232,005

 
$
222,021

 
$
231,717

 
$
181,977

 
$
169,920

                                      

a.
Represents accruals for settlements of judgment expenses in the Engle progeny tobacco litigation.
b.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
c.
Represents Adjusted Operating Income of Douglas Elliman Realty, LLC for all periods prior to December 13, 2013. On December 13, 2013, the Company increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, the Company consolidates the operations and financial position of Douglas Elliman Realty in its financial statements.  The Company had previously accounted for its interest in Douglas Elliman under the equity method and operating income from Douglas Elliman Realty, LLC was not included in the Company's operating income.
d.
Amounts represent purchase accounting adjustments recorded in the periods presented in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC, which occurred in 2013.
e.
Does not include a reduction for 29.41% non-controlling interest in Douglas Elliman Realty, LLC.



vgrinvestorpresentationa
April 2016 INVESTOR PRESENTATION

 
DISCLAIMER This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity securities or debt securities instruments of Vector Group Ltd. (“Vector”, “Vector Group Ltd.” or “the Company”) and nothing contained herein or its presentation shall form the basis of any contract or commitment whatsoever. The distribution of this document and any related oral presentation in certain jurisdictions may be restricted by law and persons into whose possession this document or any related oral presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdiction. The information contained herein does not constitute investment, legal, accounting, regulatory, taxation or other advice and the information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and the market and for making your own independent assessment of the information. You are solely responsible for seeking independent professional advice in relation to the information and any action taken on the basis of the information. The following presentation may contain "forward-looking statements,” including any statements that may be contained in the presentation that reflect Vector’s expectations or beliefs with respect to future events and financial performance, such as the expectation that the tobacco transition payment program could yield substantial incremental free cash flow. These forward- looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement made by or on behalf of the Company, including the risk that changes in Vector’s capital expenditures impact its expected free cash flow and the other risk factors described in Vector’s annual report on Form 10-K for the year ended December 31, 2015, as filed with the SEC. Please also refer to Vector's Current Reports on Forms 8-K, filed on October 2, 2015, March 8, 2016 and April 1, 2016 (Commission File Number 1-5759) as filed with the SEC for information, including cautionary and explanatory language, relating to Non-GAAP Financial Measures in this Presentation labeled "Pro-forma Adjusted" or "Adjusted". Results actually achieved may differ materially from expected results included in these forward-looking statements as a result of these or other factors. Due to such uncertainties and risks, potential investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which such statements are made. The Company disclaims any obligation to, and does not undertake to, update or revise and forward- looking statements in this presentation. 2

 
INVESTMENT HIGHLIGHTS & PORTFOLIO  Diversified Holding Company with two unrelated, but complementary, businesses with iconic brand names: tobacco (Liggett Group) and real estate (Douglas Elliman)  History of strong earnings, and Pro-Forma Adjusted EBITDA has increased from $175.6 million in 2010 (1) to $245.9 million for year ended December 31, 2015 (7.0% compounded annually)(2)  Tobacco Adjusted EBITDA of $245.4 million for the year ended December 31, 2015 (3)  Douglas Elliman, which is a 70.59%-owned subsidiary, produces Pro-Forma Adjusted Revenues of $637 million and Pro- Forma Adjusted EBITDA of $35.7 million for year ended December 31, 2015 (4)  Diversified New Valley portfolio of consolidated and non-consolidated real estate investments  Maintains substantial liquidity with cash, marketable securities and long-term investments of $534 million as of December 31, 2015 (5) and has no significant debt maturities until February 2019  Uninterrupted quarterly cash dividends since 1995 and an annual 5% stock dividend since 1999  Seasoned management team with average tenure of 23 years with Vector Group  Management team and directors beneficially own approximately 13% of Vector Group  Perpetual cost advantage over the three largest U.S. tobacco companies – currently worth approximately $165 million annually(6) 3 Overview (1) Vector’s Net income for the year ended December 31, 2010 was $54.1 million. Pro-Forma Adjusted EBITDA is a Non-GAAP Financial Measure. Please refer to Exhibit 99.1 of the Company’s Current Report on Form 8-K, dated October 2, 2015 (Table 1) for a reconciliation of Net income to Pro-Forma Adjusted EBITDA as well as the Disclaimer to this document on Page 2. (2) Vector’s Net income for the twelve months ended December 31, 2015 was $59.2 million. Pro-Forma Adjusted EBITDA is a Non-GAAP Financial Measure. Please refer to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2016, for a reconciliation of Net income to Pro-Forma Adjusted EBITDA as well as the Disclaimer to this document on Page 2. (3) All “Liggett” and “Tobacco” financial information in this presentation includes the operations of Liggett Group LLC, Vector Tobacco Inc., and Liggett Vector Brands LLC unless otherwise noted. Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in Table 3 of Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated March 8, 2016. (4) Douglas Elliman’s revenues were $635.1 million and its Net income was $22.2 million for the twelve months ended December 31, 2015. Pro-Forma Adjusted Revenues and Pro-Forma Adjusted EBITDA are Non-GAAP Financial Measures. Please refer to Exhibit 99.1 of the Company’s Current Report on Form 8-K, dated March 8, 2016, for a reconciliation to Revenues of Non-GAAP financial measures and Net Income to Pro-Forma Adjusted Revenues and Pro-Forma Adjusted EBITDA (Tables 9 and 10) as well as the Disclaimer to this document on Page 2. (5) Excludes real estate investments. (6) Cost advantage applies only to cigarettes sold below applicable market share exemption.

 
TOBACCO OPERATIONS 4

 
LIGGETT GROUP OVERVIEW  Fourth-largest U.S. tobacco company; founded in 1873 — Core Discount Brands – Pyramid, Grand Prix, Liggett Select, Eve and Eagle 20’s — Partner Brands – USA, Bronson and Tourney  Consistent and strong cash flow —Tobacco Adjusted EBITDA of $245.4 million for the twelve months ended December 31, 2015 (1) —Low capital requirements with capital expenditures of $3.7 million related to tobacco operations for the twelve months ended December 31, 2015  Current cost advantage of 65 cents per pack compared to the three largest U.S. tobacco companies expected to maintain volume and drive profit in core brands — Pursuant to the MSA, Liggett has no payment obligations unless its market share exceeds a market share exemption of approximately 1.65% of total cigarettes sold in the United States, and Vector Tobacco has no payment obligations unless its market share exceeds a market share exemption of approximately 0.28% of total cigarettes sold in the United States — MSA exemption currently worth approximately $165 million annually for Liggett and Vector Tobacco 5 (1) Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in Table 3 of Exhibit 99.1 of the Company’s Current Report on Form 8-K, dated March 8, 2016. Please also refer to the Disclaimer to this document on Page 2.

 
LIGGETT GROUP HISTORY 6 $46 $79 $77 $121 $111 $127 $130 $144 $146 $158 $170 $165 $158 $174 $186 $199 $211 $245 1.3% 1.2% 1.5% 2.2% 2.4% 2.5% 2.3% 2.2% 2.4% 2.5% 2.5% 2.7% 3.5% 3.8% 3.5% 3.3% 3.4% 3.3% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% $0 $50 $100 $150 $200 $250 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 To b ac co A d ju st e d E B IT D A (1 ) ($ M ill io n s) Source: MSA CRA wholesale shipment database. Note: The Liggett and Vector Tobacco businesses have been combined into a single segment for all periods since 2007. (1) Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in Table 3 of Exhibit 99.1 of the Company’s Current Reports on Form 8-K, dated March 8, 2016, as well as Table 2 to Exhibit 99.2 of the Company’s Current Report on Form 8-K, dated October 2, 2015. D o m e st ic M arke t Sh are 1998 1999 2005 2009 2013 Today Signed the MSA as a Subsequent Participating Manufacturer, which established perpetual cost advantage over three largest U.S. tobacco companies Introduced deep discount brand Liggett Select ,taking advantage of the Company’s cost advantage resulting from the MSA Launched deep discount brand Grand Prix Repositioned Pyramid as a deep-discount brand in response to a large Federal Excise Tax increase Introduced deep discount brand Eagle 20’s Liggett focuses on margin enhancement resulting in continued earnings growth with record Tobacco Adjusted EBITDA

 
TOBACCO LITIGATION AND REGULATORY UPDATES  Liggett led the industry in acknowledging the addictive properties of nicotine while seeking a legislated settlement of litigation  In 2013, Liggett reached a settlement with approximately 4,900 Engle plaintiffs, which represented substantially all of Liggett’s pending litigation — Liggett agreed to pay $60 million in a lump sum in 2014 and the balance in installments of $3.4 million in the following 14 years (2015 – 2028) — Approximately 255 Engle progeny plaintiffs remain — As of December 31, 2015, there were presently another ten cases under appeal, and the range of loss in these cases is $0 to $28.5 million (plus attorneys’ fees and interest) of which Liggett has secured approximately $12.8 million in outstanding bonds 7 Litigation Regulatory  Since 1998, the MSA has restricted the advertising and marketing of tobacco products  In 2009, Family Smoking Prevention and Tobacco Control Act granted the FDA power to regulate the manufacture, sale, marketing and packaging of tobacco products — FDA is prohibited from issuing regulations that ban cigarettes  Federal Excise Tax is $1.01/pack (since April 1, 2009) and additional state and municipal excise taxes exist.

 
REAL ESTATE OPERATIONS 8

 
REAL ESTATE OVERVIEW  New Valley, which owns 70.59% of Douglas Elliman Realty, LLC, is a diversified real estate company that is seeking to acquire additional operating companies and real estate properties  New Valley has invested approximately $217 million, as of December 31, 2015, in a broad portfolio of 23 real estate investments 9 New Valley Pro-Forma Adjusted EBITDA(1) $20.6M $51.3M $40.2M $26.9M PF2012 PF2013 PF2014 PF2015 New Valley Pro-Forma Adjusted Revenues – LTM December 31, 2015(1) $11M $28M $604M $643M Real Estate Brokerage Commissions Property Management Other (1) New Valley’s revenues were $641.4 million and New Valley’s net income was $16.4 million, $59.4 million, $21.4 million and $11.7 million for the periods presented. Pro-Forma Adjusted EBITDA and Pro-Forma Adjusted Revenues are non- GAAP financial measures. For a reconciliation of Revenues to Pro-Forma Adjusted Revenues and Net income to Pro-Forma Adjusted EBITDA, please see Vector Group Ltd.’s Current Reports on Forms 8-K, filed on April 1, 2016 (Exhibit 99.2) and March 8, 2016 (Exhibit 99.1) and Form 10-K for the fiscal year ended December 31, 2015 (Commission File Number 1-5759) as well as the Disclaimer to this document on Page 2. New Valley’s Pro-Forma Adjusted EBITDA do not include an allocation of Vector Group Ltd.’s Corporate and Other Expenses (for purposes of computing Pro-Forma Adjusted EBITDA) of $ $13.9M, $13.5M, $11.4M and $13.2M, for the periods presented, respectively.

 
Douglas Elliman Pro-Forma Adjusted EBITDA(1) DOUGLAS ELLIMAN REALTY, LLC 10  Largest residential real estate brokerage firm in the highly competitive New York metropolitan area and fourth- largest residential brokerage firm in the U.S. in 2014  Approximately 6,000 affiliated agents and 80 offices in the U.S.  Alliance with Knight Frank provides a network with 400 offices across 55 countries with 22,000 affiliated agents  Also offers title and settlement services, relocation services, and residential property management services through various subsidiaries  Became a consolidated subsidiary in December 2013 (1) Douglas Elliman’s Revenues were $635.1M for the twelve months ended December 31, 2015 and Douglas Elliman’s net income was $28.9M, $38.1M, $38.4M and $22.2M for the periods presented. Pro-forma Adjusted EBITDA and Pro- forma Adjusted Revenues are non-GAAP financial measures. For a reconciliation of Pro-forma Adjusted EBITDA to net income and Pro-forma Adjusted Revenues to revenues, please see Vector Group Ltd.’s Current Reports on Forms 8-K, filed on October 2, 2015 (Exhibit 99.2) and March 8, 2016 (Exhibit 99.1) and Form 10-K for the fiscal year ended December 31, 2015 (Commission File Number 1-5759) as well as the Disclaimer to this document on Page 2. Douglas Elliman Closed Sales – LTM December 31, 2015 $30.9M $45.7M $50.7M $35.7M PF2012 PF2013 PF2014 PF 2015 Douglas Elliman Closed Sales – LTM December 31, 2015 $11.5B $11.1B $12.4B $14.9B $18.2B $22.4B 2010 2011 2012 2013 2014 PF 2015 Douglas Elliman Pro-Forma Adjusted Revenues – LTM December 31, 2015 (1) $5M $28M $604M $637M Real Estate Brokerage Commissions Property Management Other Long Island, Westchester, Connecticut $6.3B New York City $12.7B South Florida $2.4B Aspen Los Angeles

 
NEW VALLEY’S REAL ESTATE INVESTMENTS AT DECEMBER 31, 2015 (1) 11 87 Park (Miami Beach) Monad Terrace (Miami Beach) Sagaponack (East Hampton) Maryland Portfolio (Baltimore County) The Plaza at Harmon Meadow (New Jersey) West Hollywood Edition (West Hollywood) New York City Investments (see slide 12) Escena (Palm Springs) Commercial Retail/ Office Assets Apartments/ Condominiums/Hotels Land Development/Real Estate Held for Sale, net Hotel Taiwana St. Barthélemy Coral Beach and Tennis Club Bermuda International Investments ST Portfolio (Stamford and Houston) (1) For the percentage of each real estate project owned, please refer to the “Summary of Real Estate Investments” section of Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - located on page 45 of Vector Group Ltd.’s Form 10-K for the fiscal year ended December 31, 2015 (Commission File Number 1-5759). Takanasee (New Jersey)

 
NEW VALLEY’S REAL ESTATE INVESTMENTS IN NEW YORK CITY 1. The Marquand Upper East Side 2. 10 Madison Square Park West Flatiron District/NoMad 3. 11 Beach Street TriBeCa 4. 20 Times Square Times Square 5. 111 Murray Street TriBeCa 6. 357 West Street Greenwich Village 7. PUBLIC Chrystie House Lower East Side 8. The Dutch Long Island City 9. Queens Plaza Long Island City 10. Park Lane Hotel Central Park South 11. 125 Greenwich Street Financial District 12. 76 Eleventh Avenue West Chelsea 12 1 10 4 2 12 9 8 6 5 3 11 7 (1) For the percentage of each real estate project owned, please refer to the “Summary of Real Estate Investments” section of Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - located on page 45 of Vector Group Ltd.’s Form 10-K for the fiscal year ended December 31, 2015 (Commission File Number 1-5759). (1)

 
NEW VALLEY’S REAL ESTATE SUMMARY AS OF DECEMBER 31, 2015 13 Net cash invested Cumulative earnings (loss) Carrying value Projected cumulative area Projected construction end date Range of ownership per investment Number of investments Land owned New York City SMSA $ 12,602 $ - $ 12,602 N/A 100.0% 1 All other U.S. areas 1,975 8,741 10,716 450 Acres N/A 100.0% 1 $ 14,577 $ 8,741 $ 23,318 2 Condominium and Mixed Use Development (minority interest owned) New York City SMSA $ 114,398 $ 19,169 $ 133,567 2,885,000 Square feet 2015 - 2019 3.1% - 49.5% 11 All other U.S. areas 28,867 1,589 30,456 530,000 Square feet 2017 - 2019 15.0% - 48.5% 4 $ 143,265 $ 20,758 $ 164,023 3,415,000 Square feet 15 Apartments (minority interest owned) All other U.S. areas 16,079 (325) 15,754 6,005 Apartments N/A 7.6% - 16.3% 2 $ 16,079 $ (325) $ 15,754 2 Hotels (minority interest owned) New York City SMSA $ 23,695 $ (3,998) $ 19,697 628 Hotel rooms N/A 5.2% 1 International 13,500 (3,272) 10,228 123 Hotel rooms N/A 17.0% - 49.0% 2 $ 37,195 $ (7,270) $ 29,925 751 Hotel rooms 3 Commercial (minority interest owned) New York City SMSA 5,451 (2) 5,449 217,613 Square feet N/A 49.0% 1 $ 5,451 $ (2) $ 5,449 1 Total $ 216,567 $ 21,902 $ 238,469 23 SUMMARY New York City SMSA $ 156,146 $ 15,169 $ 171,315 14 All other U.S. areas 46,921 10,005 56,926 7 International 13,500 (3,272) 10,228 2 $ 216,567 $ 21,902 $ 238,469 23 (1) For the percentage of each real estate project owned, please refer to the “Summary of Real Estate Investments” section of Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - located on page 45 of Vector Group Ltd.’s Form 10-K for the fiscal year ended December 31, 2015 (Commission File Number 1-5759). (Dollars in thousands) (1)

 
FINANCIAL DATA

 
$21 $51 $40 $27 $186 $199 $211 $245 2012 2013 2014 2015 PRO-FORMA HISTORICAL FINANCIAL DATA $389 $483 $563 $643 $1,085 $1,014 $1,021 $1,017 2012 2013 2014 2015 15 $9 $1,474 $1,498 $1,660 $1,593 Tobacco Real Estate E-Cigarettes Corporate & Other Pro-Forma Adjusted Revenues(1) Pro-Forma Adjusted EBITDA(1) $193 $236 $246 $227 (1) Vector’s revenues for the periods presented were $1.096B, $1.080B, $1.591B and $1.657B, respectively. Vector’s Net income for the periods presented was $30.7M, $37.3M, $36.9M and $59.2M, respectively Pro-Forma Adjusted Revenues and Pro-Forma Adjusted EBITDA are Non-GAAP Financial Measures. Please refer to the Company’s Current Report on Forms 8-K, filed on October 2, 2015 (Exhibit 99.2) , March 8, 2016 (Exhibit 99.1) and April 2, 2016 (Exhibit 99.2) for a reconciliation of Non-GAAP financial measures to GAAP as well as the Disclaimer to this document on Page 2. ($14) ($13) ($11) ($13) ($13) ($13) (Dollars in millions) ($1) Tobacco Real Estate E-Cigarettes Corporate & Other

 
-100% 0% 100% 200% 300% 400% 500% Vector Group Ltd. 100.0 112.1 143.4 112.5 135.4 192.7 227.0 219.3 279.5 411.4 513.2 505.6 S&P 500 100.0 115.8 122.2 77.0 97.4 112.0 114.4 132.7 175.6 199.7 202.4 205.1 S&P MidCap 100.0 110.3 119.1 76.0 104.3 132.1 129.8 152.9 204.1 224.0 219.1 227.4 NYSE ARCA Tobacco 100.0 140.2 154.2 123.0 173.7 207.4 243.9 289.5 319.0 317.0 384.1 417.4 Dow Jones Real Estate Total Return 100.0 135.5 110.9 66.5 86.9 110.4 117.1 139.2 141.6 180.2 184.1 193.6 HISTORICAL STOCK PERFORMANCE 16 Note: The graph above compares the total annual return of Vector’s Common Stock, the S&P 500 Index, the S&P MidCap 400 Index, the NYSE ARCA Tobacco Index and the Dow Jones Real Estate Total Return for the period from December 31, 2005 through March 31, 2016. The graph assumes that all dividends and distributions were reinvested. Source: Bloomberg LP Value of $100 Invested – December 31, 2005 C u m u la ti ve R e tu rn Vector Group Ltd. S&P 500 S&P MidCap NYSE ARCA Tobacco Dow Jones Real Estate Total Return 405.6% 317.4% 127.4 105.1 93.6 Mar-16 Dec-15 Dec-14 Dec-13 Dec-12 Dec-11 Dec-10 Dec-09 Dec-08 Dec-07 Dec-06 Dec-05

 
vectorgroupfactsheet1apr
Vector Group Ltd. owns Liggett Group, Vector Tobacco, Zoom E-Cigs, and New Valley. New Valley owns a 70% interest in Douglas Elliman. Pro-Forma Adjusted Revenues 12/31/151 EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President J. Bryant Kirkland III Vice President, Chief Financial Officer and Treasurer Marc N. Bell Vice President, General Counsel and Secretary Ronald J. Bernstein President and Chief Executive Officer of Liggett Group LLC and Liggett Vector Brands LLC • New Valley, which owns 70.59% of Douglas Elliman Realty, LLC, is a diversified real estate company that is seeking to acquire additional operating companies and real estate properties. • New Valley has invested approximately $217 million, as of December 31, 2015, in a broad portfolio of 23 real estate investments. • Douglas Elliman is the largest residential real estate brokerage firm in the New York metropolitan area and the fourth-largest in the U.S. • Douglas Elliman’s closings totaled $22.4 billion for the year ended December 31, 2015 and it has approximately 6,000 affiliated agents and 80 offices throughout the New York metropolitan area, South Florida, Aspen, Greenwich, and Los Angeles. 10-Year Stockholder Return TOBACCO REAL ESTATE Real Estate Tobacco This summary contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have identified these forward-looking statements using words such as “could” and similar expressions. These statements reflect our current beliefs. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. • Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands — Pyramid, Grand Prix, Liggett Select, Eve and Eagle 20’s — representing 12% share of the discount market. • Focused on brand strength and long-term profit growth, while continuing to evaluate opportunities to pursue incremental volume and margin growth. • Annual cost advantage of approximately $165 million due to favorable treatment under the Master Settlement Agreement. • The only cigarette company to have reached a comprehensive settlement resolving substantially all of the individual Engle progeny product liability cases pending in Florida. The Engle progeny cases have represented the most significant litigation against the U.S. cigarette industry in recent years. COMPANY HIGHLIGHTS • Headquartered in Miami with an executive office in Manhattan and tobacco operations in North Carolina • Employs approximately 1,400 people • Executive management and directors beneficially own 13% of the Company • Reported cash of $240 million and investments with fair value of $294 million at December 31, 2015 • Recognized as one of America’s Most Trustworthy Companies by Forbes in 2013 • In 2014, entered e-cigarette category with national rollout of Zoom, a superior disposable product featuring Tobacco and Menthol flavors. E-CIGARETTES Real Estate Tobacco Corporate and Other 2012 2013 20152014 $186M $199M $245M $211M $21M $51M $27M$40M ($14M) ($13M) ($13M)($11M) $193M $246M $227M$236M $1.017B $643M TOTAL $1.66B Vector is a largely underfollowed company with a highly competent management team and numerous ways to unlock value “ “ Barron’s Online, August 14, 2014 Oppenheimer analyst Ian Zaffino 2 10-Year return from March 31, 2006 to March 31, 2016 and assumes reinvestment of dividends received. Company’s net income attributable to Vector Group Ltd. for the periods presented was $31M, $37M, $37M and $59M, respectively. The Company’s revenues for the twelve months ended December 31, 2015 were $1.6B. Pro-Forma Adjusted EBITDA and Pro-Forma Adjusted Revenues are non-GAAP financial measures. For a reconciliation of Pro-Forma Adjusted EBITDA to net income and Pro-Forma Adjusted Revenues to revenues, please see Vector Group Ltd.’s Current Reports on Forms 8-K, filed on March 8, 2016 and April 1, 2016 and Form 10-K for the fiscal year ended December 31, 2015 (Commission File Number 1-5759). 1 Pro-Forma Adjusted EBITDA1 Contact: Emily Deissler / Ben Spicehandler / Spencer Waybright of Sard Verbinnen & Co (212) 687-8080 VGR Total Return 372.0% (16.8% Compounded) 2 S&P 500 Total Return 96.9% (7.0% Compounded) 2 www.vectorgroupltd.com April 2016 E-Cigarettes ($1M) ($13M)($13M) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 100 0 300 200 400

 
newvalleyfactsheet1april
New Valley LLC, the real estate subsidiary of Vector Group Ltd. (NYSE: VGR), owns real estate and 70% of Douglas Elliman, the largest residential brokerage firm in the New York metropolitan area, as well as a minority stake1 in numerous real estate investments. New Valley has invested approximately $217 million, as of December 31, 2015, in a broad portfolio of real estate projects. NEW VALLEY REAL ESTATE INVESTMENTS1 April 2016 DOUGLAS ELLIMAN • Largest residential real estate brokerage firm in New York metropolitan area and fourth-largest in United States. • Closings of $22.4 billion for the last twelve months ended December 31, 2015; Douglas Elliman has approximately 6,000 affiliated agents and 80 offices throughout the New York metropolitan area, South Florida, Aspen, Greenwich, and Los Angeles. • Strategic Marketing Partnership with Yahoo!-Zillow® Real Estate Network that provides advertising exclusivity for Douglas Elliman’s listings. • Maintains an alliance with Knight Frank— the largest independent residential brokerage in the United Kingdom— to jointly market high-end properties, providing a network with 400 offices across 55 countries with 22,000 affiliated agents. • Pro-Forma Adjusted Revenues and Pro-Forma Adjusted EBITDA of Douglas Elliman of $637million2 and $35.7 million2, respectively, for the last twelve months ended December 31, 2015. COMPANY HIGHLIGHTS • Executive offices in Manhattan and Miami • Employs approximately 900 people Douglas Elliman’s Revenues were $635.1M and Douglas Elliman’s net income was $22.2M for the year ended December 31, 2015. New Valley’s net income for the periods presented was approximately $16.4M, $59.4M, $21.4M and $11.7M, for the periods presented, respectively. New Valley’s revenues for the year ended Decem- ber 31, 2015 were $641.4M. Pro-Forma Adjusted EBITDA and Pro-Forma Adjusted Revenues are non-GAAP financial measures. For a reconciliation of Pro-Forma Adjusted EBITDA to net income and Pro Forma Adjusted Revenues to revenues, please see Vector Group Ltd.’s Current Reports on Forms 8-K, filed on March 8, 2016 and October 2, 2015 and Form 10-K for the fiscal year ended December 31, 2015 (Commission File Number 1-5759). New Valley’s Pro-Forma Adjusted EBITDA does not include an allocation of Vector Group Ltd.’s Corporate and Other Expenses (for purposes of computing Pro-Forma Adjusted EBITDA) of $13.9M, $13.5M, $11.4M and $13.2M, for the periods presented, respectively. 2 PF2012 PF2013 PF2014 2015 $20.6M $51.3M $40.2M $26.9M New Valley Pro-Forma Adjusted EBITDA2 212 3 10 5 6 7 8 9 1 4 Maryland Portfolio (Baltimore County) New Valley’s Real Estate Investment Portfolio1 New Valley’s New York Real Estate Investments1 1. The Marquand Upper East Side 2. 10 Madison Square Park West Flatiron District/NoMad 3. 11 Beach Street TriBeCa 4. 20 Times Square Times Square 5. 111 Murray Street TriBeCa 6. 357 West Street Greenwich Village 7. PUBLIC Chrystie House Lower East Side 8. The Dutch Long Island City 9. Queens Plaza Long Island City 10. Park Lane Hotel Central Park South 11. 125 Greenwich Street Financial District 12. 76 Eleventh Avenue West Chelsea Hotel Taiwana St. Barthélemy Coral Beach and Tennis Club Bermuda International Investments1 Land Development/Real Estate Held for Sale, net Apartments/ Condo- miniums/Hotels Commercial Retail/ Office Assets Monad Terrace (Miami Beach) www.newvalley.comContact: Emily Deissler / Ben Spicehandler / Spencer Waybright of Sard Verbinnen & Co (212) 687-8080 Escena (Palm Springs) Douglas Elliman Closings 2010 2011 2012 2013 2015 $11.5B $11.1B $12.4B $14.9B $18.2B $22.4B 2014 EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President J. Bryant Kirkland III Vice President, Treasurer and Chief Financial Officer Marc N. Bell Vice President, Secretary and General Counsel Bennett P. Borko Executive Vice President of New Valley Realty division Dorothy Herman President and Chief Executive Officer of Douglas Elliman NY City Investments For the percentage of each real estate project owned, please refer to the “Summary of Real Estate Investments” section of Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - located on page 45 of Vector Group Ltd.’s Form 10-K for the fiscal year ended December 31, 2015 (Commission File Number 1-5759). 1 New Valley Pro-Forma Adjusted Revenues – LTM December 31, 20152 Other Real Estate Brokerage Commissions Property Management 11 West Hollywood Edition (West Hollywood) The Plaza at Harmon Meadow (New Jersey) Sagaponack (East Hampton) 87 Park (Miami Beach) ST Portfolio (Stamford and Houston) Takanasee (New Jersey) $643M $604M $28M $11M