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): November 13, 2019
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)) | |
Securities Registered Pursuant to 12(b) of the Act:
Title of each class: | Trading | Name of each exchange |
Symbol(s) | on which registered: | |
Common stock, par value $0.10 per share | VGR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01. Regulation FD Disclosure.
Vector Group Ltd. (the "Company") has prepared materials for presentations to investors. The materials are furnished (not filed) as Exhibits 99.1, 99.2 and 99.3 to this Current Report on Form 8-K pursuant to Regulation FD.
Non-GAAP Financial Measures
Exhibits 99.1, 99.2 and 99.3 contain the Non-GAAP Financial Measures discussed below.
Please refer to Current Reports on Form 8-K dated November 5, 2019, October 4, 2019, May 3, 2019, February 28, 2019, September 28, 2018, and June 14, 2018 for reconciliations of financial measures prepared in accordance with GAAP to Non-GAAP Financial Measures. Non-GAAP Financial Measures include adjustments for the one-time non-cash benefit from the Tax Cuts and Jobs Act of 2017 arising out of the remeasurement of certain tax assets and liabilities, purchase accounting associated with the Company’s 2013 acquisition of an additional 20.59% interest in Douglas Elliman Realty, LLC, the impact of non-controlling interest associated with the 29.41% of Douglas Elliman Realty, LLC that was purchased by the Company on December 31, 2018, litigation settlements and judgments, settlements of long-standing disputes related to the Master Settlement Agreement in the Tobacco segment, net interest expense capitalized to real estate ventures, stock-based compensation expense (for purposes of Adjusted EBITDA only) and non-cash interest expense associated with the Company’s convertible debt.
Adjusted EBITDA, Adjusted Net Income, Adjusted Operating Income, Tobacco Adjusted EBITDA, New Valley LLC Adjusted EBITDA and Douglas Elliman Realty, LLC Adjusted EBITDA (hereafter, referred to as “the Non-GAAP Financial Measures”) are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the Non-GAAP Financial Measures are important measures that supplement discussions and analysis of its results of operations and enhances an understanding of its operating performance. The Company believes the Non-GAAP Financial Measures provide investors and analysts with a useful measure of operating results unaffected by differences in capital structures and ages of related assets among otherwise comparable companies. In the case of Adjusted Revenues, management believes revenue growth in its real estate segment is an important measure of growth because increased revenues generally result in increased gross margin as a result of absorption of fixed operating costs, which management believes will lead to increased future profitability as well as increased capacity to expand into new and existing markets. A key strategy of the Company is its ability to move into new markets and therefore gross revenues provide information with respect to the Company's ability to achieve its strategic objectives. Management also believes increased revenues generally indicate increased market share in existing markets as well as expansion into new markets. Consequently, management believes Adjusted Revenue is a meaningful indicator of operating performance.
Management uses the Non-GAAP Financial Measures as measures to review and assess operating performance of the Company's business, and management and investors should review both the overall performance (GAAP net income) and the operating performance (the Non-GAAP Financial Measures) of the Company's business. While management considers the Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, the Non-GAAP Financial Measures are susceptible to varying calculations and the Company's measurement of the Non-GAAP Financial Measures may not be comparable to those of other companies.
EBITDA is defined as net income before interest, taxes, depreciation and amortization. Adjusted EBITDA is EBITDA, as defined above, and as adjusted for changes in fair value of derivatives embedded with convertible debt, equity in earnings (losses) from investments, net gains (losses) recognized on investment securities, equity in earnings (losses) from real estate joint ventures, loss on extinguishment of debt, acceleration of interest expense related to debt conversion, stock-based compensation expense (for purposes of Adjusted EBITDA only), litigation settlement and judgment expense, settlements of long-standing disputes related to the MSA, restructuring and pension settlement expense, and other charges.
New Valley LLC (“New Valley”), the real estate subsidiary of the Company, owns real estate and Douglas Elliman, the largest residential brokerage firm in the New York metropolitan area, as well as a minority stake in numerous real estate investments. New Valley LLC Adjusted EBITDA is defined as the portion of Adjusted EBITDA that relates to New Valley. New Valley's Adjusted EBITDA does not include an allocation of expenses from the Corporate and Other segment of Vector Group Ltd.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, which involve risk and uncertainties. The words "could", “believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or “continue” and similar expressions are intended to identify forward-looking statements. The Company’s actual results could differ significantly from the results discussed in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and in the Company's Form 10-Q for the quarterly period ended September 30, 2019. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to (and expressly disclaims any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibit
(d) Exhibit.
Exhibit No. | Exhibit | |
Investor presentation of Vector Group Ltd. dated November 2019 (furnished pursuant to Regulation FD). | ||
Fact Sheet of Vector Group Ltd. dated November 2019 (furnished pursuant to Regulation FD). | ||
Fact Sheet of New Valley LLC dated November 2019 (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 | ||
Senior Vice President, Treasurer and Chief Financial Officer | ||
Date: November 13, 2019
INVESTOR PRESENTATION November 2019
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, 2018, as filed with the SEC, and on Form 10‐Q for the quarterly period September 30, 2019, as filed with the SEC. Please also refer to Vector's Current Reports on Forms 8‐K, filed on October 2, 2015, November 15, 2016, June 14, 2018, September 28, 2018, February 28, 2019, May 3, 2019, October 4, 2019 and November 5, 2019 (Commission File Number 1‐05759) as filed with the SEC for information, including cautionary and explanatory language, relating to Non‐GAAP Financial Measures in this Presentation labeled "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 Overview . 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 with Adjusted EBITDA of $260.9 million for the twelve months ended September 30, 2019(1) — Tobacco Adjusted EBITDA of $267.9 million for the twelve months ended September 30, 2019(2) — Douglas Elliman, which is now a wholly‐owned subsidiary, produced Revenues of $783.6 million and Adjusted EBITDA of $10.5 million for the twelve months ended September 30, 2019(3) . Diversified portfolio of consolidated and non‐consolidated real estate investments at New Valley . Maintains substantial liquidity with cash, marketable securities and long‐term investments of $579 million as of September 30, 2019(4) . Seasoned management team with average tenure of 26 years with Vector Group . Management team and directors beneficially own approximately 11% of Vector Group . Perpetual cost advantage over the largest U.S. tobacco companies – annual cost advantage ranged between $163 million and $169 million from 2012 to 2018(5) (1) Vector’s Net income for the twelve months ended September 30, 2019 was $111.3 million. 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 November 5, 2019 (Table 2), for a reconciliation of Net income to Adjusted EBITDA as well as the Disclaimer to this document on Page 2. (2) 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 Tables 2 and 5 of Exhibit 99.1 to the Company’s Current Report on Form 8‐K, filed on November 5, 2019. (3) Douglas Elliman’s Net income was $4.0 million for the twelve months ended September 30, 2019. 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 November 5, 2019, for a reconciliation of Adjusted EBITDA to net income (Table 7) as well as the Disclaimer to this document. (4) At September 30, 2019 the total amount ($579 million) includes cash at Douglas Elliman, a wholly‐owned subsidiary, of $79 million and cash at Liggett, a wholly‐owned subsidiary, of $108 million. Excludes real estate investments. (5) Cost advantage applies only to cigarettes sold below applicable market share exemption (approximately 1.93% of cigarettes sold in the United States). 3
TOBACCO OPERATIONS 4
LIGGETT GROUP OVERVIEW . Fourth‐largest U.S. tobacco company; founded in 1873 — Core Discount Brands – Eagle 20’s, Pyramid, Grand Prix, Liggett Select and Eve — Partner Brands – USA, Bronson and Tourney . Consistent and strong cash flow — Tobacco Adjusted EBITDA of $267.9 million for the twelve months ended September 30, 2019(1) — Low capital requirements with capital expenditures of $3.8 million related to tobacco operations for the twelve months ended September 30, 2019 . Current cost advantage of approximately $0.74 per pack(2) compared to the 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 annual cost advantage ranged between $163 million and $169 million for Liggett and Vector Tobacco from 2012 to 2018 (1) Tobacco Adjusted EBITDA is a Non‐GAAP Financial Measure and is defined in the Company’s Current Report on Forms 8‐K, filed on November 5, 2019. Please also refer to the Disclaimer to this document on Page 2. (2) Cost advantage only applies to cigarettes sold below applicable market share exemption (approximately 1.93% of total cigarettes sold in the United States). 5
LIGGETT GROUP HISTORY Signed the MSA as a Subsequent Relaunched Repositioned Liggett maintains its long‐term Participating Manufacturer, which deep discount Eagle 20’s as a focus by balancing market share established perpetual cost brand Grand national deep and profit growth, which advantageover threelargestU.S. Prix discount brand maximizes long‐term Tobacco tobacco companies Adjusted EBITDA 1998 1999 2005 2009 2013 Today Introduced deep discount brand Liggett Select taking advantage Repositioned Pyramid as a deep‐discount brand in response of the Company’s cost advantage resulting from the MSA to a large Federal Excise Tax increase $300 5.0% 4.0% 4.0% $250 3.8% (1) 3.7% Domestic Market Share 3.5% 3.5% 4.0% 3.3% 3.4% 3.3% 3.3% $200 2.7% 2.5% 2.5% 2.5% 3.0% 2.4% 2.3% 2.4% $150 2.2% 2.2% ($ Millions) $268 $268 $243 $253 $249 1.5% 2.0% $209 $100 1.3% 1.2% $186 $198 $170 $165 $174 $144 $146 $158 $158 Tobacco Adjusted EBITDA $121 $127 $130 1.0% $50 $111 $79 $77 $46 $0 0.0% 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 2 and Table 5 of Exhibit 99.1 to the Company’s Current Reports on Form 8‐K, filed on November 5, 2019. Please also refer to Table 2 of Exhibit 99.2 to the Company’s 6 Current Reports on Form 8‐K, dated October 2, 2015, November 15, 2016 , and Table 5 of Exhibit 99.1 to the Company's Current Reports on Form 8‐K, dated March 1, 2018 and February 29, 2019.
ADJUSTED U.S. TOBACCO INDUSTRY MARKET SHARE Legacy brands 15.00% 12.47% Brands acquired by ITG in 2015 12.15% Newport – acquired by RAI in 2015 10.00% 9.45% 8.82% Santa Fe tobacco – acquired by RAI in 2002 8.81% 9.26% 6.74% 5.00% 6.83% 4.02% 50.0% 48.8% 3.36% 46.7% 47.4% 45.7% 2.44% 2.36% 3.65% 2.89% 2.71% 1.99% 40.0% 0.00% 2003 2006 2014 LTM 2003 2006 2014 LTM 32.4% 32.2% 9/30/19 9/30/19 30.0% 28.9% 28.4% 12.4% 7.7% 8.8% 13.6% 0.3% 20.0% 0.4% 1.5% 2.5% 12.2% 12.5% 20.9% 9.5% 10.0% 19.2% 18.4% 8.8% 16.1% 9.3% 8.8% 6.7% 6.8% 3.4% 4.0% 2.4% 2.4% 2.9% 3.7% 2.7% 0.0% 2.0% 2003 2006 2014 LTM 2003 2006 2014 LTM 2003 2006 2014 LTM 2003 2006 2014 LTM 9/30/19 9/30/19 9/30/19 9/30/19 PHILIP MORRIS REYNOLDS ITG BRANDS LIGGETT GROUP USA AMERICAN Source: The Maxwell Report’s sales estimates for the cigarette Industry for the years ended 2003 (February 2004), 2006 (February 2007) and 2014 (March 2015) and internal estimates for LTM 9/30/2019. (1) Actual Market Share in 2003, 2006 and 2014 reported in the Maxwell Report for Reynolds American was 29.6%, 27.6% and 23.1%, respectively, and, for ITG Brands, was 2.9%, 3.7%. and 2.7%, respectively. Adjusted market share has been computed by Vector Group Ltd. by applying historical market share of each brand to the present owner of brand. Thus, the graph assumes each company owned its current brands on January 1, 2003. The legacy brands market share of Reynolds American in 2003 includes the market share of Brown & Williamson, which was acquired by Reynolds American in 2004. In 2015, Reynolds American acquired Lorillard Tobacco Company, which manufactured the Newport brand, and sold a portfolio of brands, including the Winston, Salem, Kool and Maverick brands to ITG Brands. (2) Does not include smaller manufacturers, whose cumulative market shares were 9.8%, 7.9%, 8.9% and 9.3% in 2003, 2006, 2014 and LTM 9/30/2019, respectively. 7
TOBACCO LITIGATION AND REGULATORY UPDATES Litigation . In 2013, Liggett reached a settlement with approximately 4,900 Engle progeny plaintiffs, which represented a substantial portion 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 each of the following 14 years (2015 – 2028) . Liggett has resolved all but approximately 60 Engle progeny cases as of September 30, 2019 . Liggett is also a defendant in 40 non‐Engle smoking‐related individual cases and three smoking‐related actions where either a class had been certified or plaintiffs were seeking class certification . The Mississippi Attorney General has filed a motion to enforce Mississippi’s 1996 settlement agreement with Liggett and alleged that Liggett owes Mississippi approximately $32 million in damages (including interest through September 2019) 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 — In 2018, FDA issued a Notice of Proposed Rulemaking to consider reducing nicotine in tobacco . Federal Excise Tax is $1.01/pack (since April 1, 2009) and additional state and municipal excise taxes exist 8
REAL ESTATE OPERATIONS 9
REAL ESTATE OVERVIEW . New Valley, which now owns 100% of Douglas Elliman Realty, LLC, is a diversified real estate company that is seeking to acquire or invest in additional real estate properties or projects . New Valley has invested approximately $167 million(1), as of September 30, 2019, in a broad portfolio of real estate projects New Valley Revenues – LTM September 30, 2019 New Valley Adjusted EBITDA(2) Real Estate Brokerage Commissions Other Property Management $38.7M $35M $11M $27.9M $789M $10.3M $9.5M 2016 2017 2018 LTM 9/30/19 $743M (1) Net of cash returned. (2) New Valley’s net income was $13.5M, $37.6M, $14.8M and $29.2M for the periods presented. Adjusted EBITDA is a non‐GAAP financial measure. For a reconciliation of Net income to Adjusted EBITDA, please see Vector Group Ltd.’s Current Reports on Forms 8‐K, filed on March 1, 2017, June 14, 2018, February 28, 2019, May 3, 2019 and November 5, 2019 and Form 10‐K for the fiscal year ended December 31, 2018 and Form 10‐Q for the quarterly period ended September 30, 2019 (Commission File Number 1‐05759) as well as the Disclaimer to this document on Page 2. New Valley’s Adjusted EBITDA do not include an allocation of Vector Group Ltd.’s Corporate and Other Expenses (for purposes of computing Adjusted EBITDA) of $12.0M, $13.0M. $14.1M and $16.6M for the periods presented, respectively. 10
DOUGLAS ELLIMAN REALTY, LLC . Largest residential real estate brokerage firm in the Douglas Elliman Closed Sales – LTM September 30, 2019 highly competitive New York metropolitan area and fourth‐largest residential brokerage firm in the U.S. Long Island, Westchester, Connecticut . Douglas Elliman has more than 7,000 affiliated agents Massachusetts and approximately 115 offices in the U.S. $7.4B . Alliance with Knight Frank provides a network with New York City approximately 500 offices across 60 countries with Aspen Los $12.3B approximately 19,000 affiliated agents Angeles . Also offers title and settlement services, relocation services, and residential property management services Florida through various subsidiaries $5.0B Douglas Elliman Douglas Elliman Douglas Elliman Adjusted EBITDA(1) Closed Sales Revenues – LTM September 30, 2019 Real Estate Brokerage Commissions Other Property Management $36.7M $28.1B $28.8B $26.1B $6M $24.5B $35M $22.4B $26.1M $18.2B $14.9B $11.3M $784M $10.5M 2013 2014 2015 2016 2017 2018 LTM $743M 2016 2017 2018 LTM 9/30/19 9/30/19 (1) Douglas Elliman’s net income was $21.1M, $21.4M, $5.2M and $4.0M for the periods presented. Adjusted EBITDA is a non‐GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, please see Vector Group Ltd.’s Current Reports on Forms 8‐K, filed on March 1, 2017, June 14, 2018 , February 28, 2019, May 3, 2018 and November 5, 2019, Form 10‐K for the fiscal year ended December 31, 2018 and Form 10‐Q for the quarterly period ended September 30, 2019 (Commission File Number 1‐ 05759) as well as the Disclaimer to this document on Page 2. 11
NEW VALLEY’S REAL ESTATE INVESTMENTS AT SEPTEMBER 30, 2019 (1) Land Development/Real Apartments/ Commercial Retail/ Estate Held for Sale, net Condominiums/Hotels Office Assets West Hollywood Edition Sagaponack The Plaza at Harmon (West Hollywood) (East Hampton) Meadow (New Jersey) Maryland Portfolio (Baltimore County) New York City Investments (see Page 13) Takanasee (New Jersey) 500 Broadway INTERNATIONAL (Santa INVESTMENTS Monica) Wynn Las Vegas Retail (Nevada) Coral Beach and Tennis Club Bermuda Escena Fontainebleau 87 Park 500 Alton Road Monad Terrace (Palm Springs) (Las Vegas) (Miami Beach) (Miami Beach) (Miami Beach) (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 of Vector Group Ltd.’s Form 10‐Q for the period ended September 30, 2019 (Commission File Number 1‐05759). 12
(1) NEW VALLEY’S REAL ESTATE INVESTMENTS IN NEW YORK CITY 1 1. The Marquand Upper East Side 10 2. 10 Madison Square West Flatiron District/NoMad (in liquidation) 9 3. 11 Beach Street TriBeCa 8 4. 20 Times Square Times Square (in liquidation) 4 5. 111 Murray Street TriBeCa 6. 160 Leroy Street Greenwich Village 7. 215 Chrystie Street Lower East Side 2 8. The Dutch Long Island City 12 9. 1 QPS Tower Long Island City (in liquidation) 17 10. Park Lane Hotel Central Park South 14 11. 125 Greenwich Street Financial District 6 12. The XI (formerly “The Eleventh”) West Chelsea 7 th 5 3 13. 15 East 19 Street (formerly “New Brookland”) Brooklyn 14. The Dime (Havemeyer Street) Brooklyn 15. 352 6th Avenue Brooklyn 11 16. 9 DeKalb Brooklyn 13 16 15 17. Meatpacking Plaza Meatpacking District (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 ‐ of Vector Group Ltd.’s Form 10‐Q for the period ended September 30, 2019 (Commission File Number 1‐05759). 13
NEW VALLEY’S REAL ESTATE SUMMARY AS OF SEPTEMBER 30, 2019(1) ($ Thousands) Projected Cummulative construction end Range of Net cash invested earnings / (loss) (2) Carrying value (2)(3) date ownership Land owned New York City SMSA$ 17,960 $ ‐ $ 17,960 N/A 100.0% All other U.S. areas 7,6862,363 10,049 N/A 100.0% $ 20,323 7,686$ $ 28,009 Condominium and Mixed Use Development (Minority interest owned) New York City SMSA$ 12,877 $ 72,344 $ 85,221 2019 ‐ 2022 3.1% ‐ 49.5% All other U.S. areas 9,65638,435 48,091 2019 ‐ 2020 15% ‐ 48.5% $ 51,312 $ 82,000 $ 133,312 Apartments (Minority Interest owned) All other U.S. areas 975(975) ‐ N/A 7.6% ‐ 16.3% $ (975) 975$ ‐$ Hotels (Minority interest owned) New York City SMSA$ 4,131 $ (1,618) $ 2,513 N/A 1.0%‐18.4% International 6,048 (3,643) 2,405 N/A 49% $ 10,179 $ (5,261) $ 4,918 Commercial and Other (Minority interest owned) New York City SMSA$ 4,804 $ (2,836) $ 1,968 N/A 49.0% All other U.S. areas 2,5284,940 7,468 N/A 1.6% $ 9,744 $ (308) $ 9,436 Diverse Real Estate Portfolio New York City SMSA$ (14,406) $ 14,406 $ ‐ N/A 45.4% All other U.S. areas 10,546 (419) 10,127 N/A 15%‐49.0% $ (3,860) $ 13,987 $ 10,127 Total $ 86,723 $ 99,079 $ 185,802 Summary New York City SMSA$ 25,366 $ 82,296 $ 107,662 All other U.S. areas 55,309 20,426 75,735 International 6,048 (3,643) 2,405 $ 86,723 $ 99,079 $ 185,802 (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” of Vector Group Ltd.’s Form 10‐Q for the period ended September 30, 2019. (2) Includes interest expense capitalized to real estate ventures of $21,297. 14 (3) Carrying value includes non‐controlling interest of $488.
FINANCIAL DATA
ADJUSTED HISTORICAL FINANCIAL DATA (Dollars in millions) Revenues Adjusted EBITDA(1) Tobacco Real Estate Corporate & Other Tobacco Real Estate Corporate & Other $292 $267 $261 $1,870 $1,910 $1,807 $245 $1,691 $1,122 $1,081 $1,111 $1,011 $268 $253 $249 $268 $759 $680 $727 $759 $788 $39 $28 $11 $10 ($13) ($14) ($15) ($17) 2016 2017 2018 LTM 9/30/19 2016 2017 2018 LTM 9/30/19 (1) Vector’s Net income for the periods presented was $71.1, $84.6, $58.1 and $111.3 respectively. Adjusted EBITDA are a Non‐GAAP Financial Measure. Please refer to the Company’s Current Report on Forms 8‐K, filed on June 14, 2018, February 28, 2019, May 3, 2019 and November 5, 2019 (Exhibit 99.1) for a reconciliation of Non‐GAAP financial measures to GAAP as well as the Disclaimer to this document on Page 2. 16
SUMMARY
SUMMARY . Vector Group, a holding . Tobacco segment . Real Estate segment company owning Tobacco — Liggett is the fourth‐ — New Valley owns a and Real Estate largest U.S. Cigarette diversified portfolio of businesses and holding company with 4.0% consolidated and non‐ consolidated cash, wholesale market share consolidated real estate investment securities and and 4.2% retail market investments totaling $186 share over LTM million at September 30, long‐term investments of September 30, 2019 2019 $579 million(1) at September 30, 2019 — Only major U.S. cigarette — Douglas Elliman Realty manufacturer to increase LLC — Vector’s management both market share and • Largest residential real team has an average unit volumes over the last estate brokerage firm in tenure of 26 years with 10 years New York Metropolitan the Company and, along — $268 million(2) of Tobacco area and fourth‐largest with directors, Adjusted EBITDA over residential brokerage beneficially owns LTM September 30, 2019 firm in the U.S. approximately 11% of • Closed sales volume of Vector’s common stock $28.8 billion over LTM 9/30/19 • Revenues have increased from $541 million in 2014 to $784 million over LTM 9/30/19 (1) At September 30, 2019 the total amount ($579 million) includes cash at Douglas Elliman, a wholly‐owned subsidiary, of $79 million and cash at Liggett, a wholly‐owned subsidiary, of $108 million. Excludes real estate investments. (2) Vector’s operating income from the tobacco segment for the periods presented was $57.3, $60.1, $68.7, $72.8, respectively, for a total of $258.9 million for the twelve months ended September 30, 2019. Adjusted EBITDA is a Non‐GAAP Financial Measure. Please refer to Exhibit 99.1 to the Company’s Current Reports on Form 8‐K, filed on November 5, 2019 (Tables 2 and 5) and February 28, 2019 (Tables 2 and 5), for a reconciliation of Net income to Adjusted EBITDA and a reconciliation of 18 operating income from the tobacco segment to Adjusted EBITDA as well as the Disclaimer to this document on Page 2.
November 2019 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley now owns 100% of Douglas Elliman. TOBACCO EXECUTIVE MANAGEMENT • Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands — Pyramid, Howard M. Lorber Grand Prix, Liggett Select, Eve and Eagle 20’s — representing 14% share of the discount market. President and Chief Executive Officer • Focused on brand strength and long-term profit growth, while continuing to evaluate Richard J. Lampen opportunities to pursue incremental volume and margin growth. Executive Vice President • Annual cost advantage due to favorable treatment under the Master Settlement Agreement that J. Bryant Kirkland III ranged between $163 million and $169 million from 2012 to 2018. Senior Vice President, Chief Financial Officer • The only cigarette company to have reached a comprehensive settlement resolving substantially all and Treasurer of the individual Engle progeny product liability cases pending in Florida. The Engle progeny cases have represented a substantial portion of Liggett’s pending litigation. Marc N. Bell Senior Vice President, General Counsel and Secretary Ronald J. Bernstein President and Chief Executive Officer of Liggett Vector Brands COMPANY HIGHLIGHTS REAL ESTATE • Headquartered in Miami with an executive • New Valley, which owns Douglas Elliman Realty, LLC, is a diversified real estate company that is office in Manhattan and tobacco operations seeking to acquire or invest in additional real estate properties or projects. in North Carolina • New Valley has invested approximately $167 million1, as of September 30, 2019, in a broad portfolio of real estate investments. • Employs approximately 1,500 people • Douglas Elliman is the largest residential real estate brokerage firm in the New York metropolitan area and the fourth-largest in the U.S. • Executive management and directors beneficially own 11% of the Company • Douglas Elliman’s closings totaled $28.8 billion for the last 12 months ended September 30, 2019, and it has more than 7,000 affiliated agents and approximately 115 offices throughout • Reported cash of $3193 million and the New York metropolitan area, South Florida, Southern California, Aspen, Greenwich, and Massachusetts. investments with fair value of $265 million at September 30, 2019. • Recognized as one of America’s Most Trustworthy Companies by Forbes in 2013 Adjusted EBITDA2 Revenues LTM 9/30/19 Tobacco Real Estate Corporate and Other Tobacco Real Estate $292M $267M $245M $261M $788M $268M $253M $268M TOTAL $249M $1.910B $1.122B $39M $28M $11M $10M ($13M) ($14M) ($15M) ($17M) 2016 2017 2018 LTM 9/30/19 1 Net of cash returned. 2 Vector’s net income for the periods presented was $71.1, $84.6, $58.1 and $111.3 respectively. Adjusted EBITDA are a Non-GAAP Financial Measure. Please refer to the Company’s Current Report on Forms 8-K, filed on June 14, 2018, February 28, 2019, May 3, 2019 and November 5, 2019 (Exhibit 99.1) for a reconciliation of Non-GAAP financial measures to GAAP. 3 At September 30, 2019, this amount includes cash at Douglas Elliman, a wholly-owned subsidiary, of $79 million and cash at Liggett, a wholly-owned subsidiary, of $108 million. 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. Contact: Emily Claffey / Ben Spicehandler / Columbia Clancy of Sard Verbinnen & Co (212) 687-8080 vectorgroupltd.com
November 2019 New Valley LLC, the real estate subsidiary of Vector Group Ltd. (NYSE: VGR), owns real estate and now owns 100% 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. 3 NEW VALLEY REAL ESTATE INVESTMENTS1 New Valley’s New York Real Estate Investments 1. The Marquand Upper East Side 2 New Valley has invested approximately $167 million , as of September 30, 2019, in a broad portfolio of 2. 10 Madison Square West Flatiron District/NoMad (in liquidation) real estate projects. 3. 11 Beach Street TriBeCa 4. 20 Times Square Times Square (in liquidation) 5. 111 Murray Street TriBeCa New Valley’s Real Estate Investment Portfolio1 6. 160 Leroy Street Greenwich Village 7. 215 Chrystie Street Lower East Side 8. The Dutch Long Island City Land Development/Real Apartments/ Condo- Commercial Retail/ 9. 1 QPS Tower Long Island City (in liquidation) Estate Held for Sale, net miniums/Hotels Office Assets 10. Park Lane Hotel Central Park South 11. 125 Greenwich Street Financial District West Hollywood Edition Sagaponack The Plaza at Harmon 12. The XI (formerly “The Eleventh”) West Chelsea (West Hollywood) (East Hampton) Meadow (New Jersey) 13. 15 East 19th Street (formerly “New Brookland”) Brooklyn 14. The Dime (Havemeyer Street) Brooklyn 500 Broadway Maryland Portfolio 15. 352 6th Avenue Brooklyn (Santa Monica) (Baltimore County) 16. 9 DeKalb Brooklyn 17. Meatpacking Plaza Meatpacking District NY City Investments International Investments1 Coral Beach Wynn Las Vegas and Tennis Club Retail (Nevada) Takanasee Bermuda (New Jersey) Fontainebleau (Las Vegas) Escena 87 Park 500 Alton Road Monad Terrace EXECUTIVE MANAGEMENT (Palm Springs) (Miami Beach) (Miami Beach) (Miami Beach) Howard M. Lorber President and Chief Executive Officer DOUGLAS ELLIMAN Richard J. Lampen • Largest residential real estate brokerage firm in New York metropolitan area and fourth-largest Executive Vice President in the United States. J. Bryant Kirkland III • Closings of $28.8 billion for the last 12 months ended September 30, 2019; Douglas Elliman Senior Vice President, Chief Financial Officer and Treasurer has more than 7,000 affiliated agents and approximately 115 offices throughout the New York metropolitan area, South Florida, Southern California, Aspen, Greenwich, and Massachusetts. Marc N. Bell Senior Vice President, Secretary and General Counsel • 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 COMPANY HIGHLIGHTS approximately 500 offices across 60 countries with approximately 19,000 affiliated agents. • Executive offices in Manhattan and Miami 4 • Revenues and Adjusted EBITDA of Douglas Elliman of $784 millionand $10.5 million, respectively, • Employs approximately 1,000 people for the last 12 months ended September 30, 2019. Douglas Elliman Closings New Valley Revenues - LTM 9/30/19 New Valley Adjusted EBITDA4 $28.8B $28.1B Real Estate Brokerage Commissions $11M $24.5B $26.1B $22.4B Property Management $18.2B $35M Other $38.7M $14.9B $27.9M $789M $10.3M $9.5M 2013 2014 2015 2016 2017 2018 LTM $743M 2016 2017 2018 LTM 9/30/19 9/30/19 1 Please refer to Vector Group Ltd.’s Form 10-Q (Commission File Number 1-05759) for the period ended September 30, 2019 in the section “Summary of Real Estate Investments” in Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations. 2 Net of cash returned. 3 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 - of Vector Group Ltd.’s Form 10-Q for the period ended September 30, 2019 (Commission File Number 1-05759). 4 New Valley’s net income was $13.5M, $37.6M, $14.8M and $29.2M for the periods presented. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Net income to Adjusted EBITDA, please see Vector Group Ltd.’s Current Reports on Forms 8-K, filed on March 1, 2017, June 14, 2018, February 28, 2019, May 3, 2019 and November 5, 2019 and Form 10-K for the fiscal year ended December 31, 2018 and Form 10-Q for the quarterly period ended September 30, 2019 (Commission File Number 1-05759). New Valley’s Adjusted EBITDA do not include an allocation of Vector Group Ltd.’s Corporate and Other Expenses (for purposes of computing Adjusted EBITDA) of $12.0M, $13.0M. $14.1M and $16.6M for the periods presented, respectively-. Contact: Emily Claffey / Ben Spicehandler / Columbia Clancy of Sard Verbinnen & Co (212) 687-8080 newvalley.com