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): August 3, 2023
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | ||
| (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||
| (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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| 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: | |||||||
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 ☐
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. ☐
Item 2.02. Results of Operations and Financial Condition
On August 3, 2023, Vector Group Ltd. (NYSE:VGR) (the “Company”) announced its financial results for the three and six months ended June 30, 2023. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K and the related Exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
The Company has prepared materials for presentations to investors. The materials are furnished (not filed) as Exhibit 99.2 to this Current Report on Form 8-K pursuant to Regulation FD.
Non-GAAP Financial Measures
Exhibit 99.2 contains the Non-GAAP Financial Measures discussed below.
Please refer to Current Reports on Form 8-K dated February 25, 2021, February 16, 2023 and May 8, 2023 for reconciliations of financial measures prepared in accordance with GAAP to Non-GAAP Financial Measures.
Adjusted EBITDA, Adjusted Net Income, Adjusted Operating Income, Tobacco Adjusted Operating Income, and Tobacco Adjusted EBITDA, and certain financial measures for periods presented, including the last twelve months (“LTM”) ended June 30, 2023, (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 enhance 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.
Management uses the Non-GAAP Financial Measures as measures to review and assess operating performance of the Company’s business, and management does and investors should review both the overall performance (GAAP net income) and the operating performance (the Non-GAAP Financial Measures) of the Company’s business. While management considers the Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, the Non-GAAP Financial Measures are susceptible to varying calculations and the Company’s measurement of the Non-GAAP Financial Measures may not be comparable to those of other companies.
EBITDA is defined as net income before interest, taxes, depreciation and amortization. Non-GAAP Financial Measures include adjustments for loss on extinguishment of debt, litigation settlements and judgment expense, impact of Master Settlement Agreement settlements, and impact of net interest expense capitalized to real estate ventures (for purposes of Adjusted Net Income only). For purposes of Adjusted EBITDA only, adjustments include equity in earnings from investments, equity in earnings from real estate ventures, stock-based compensation expense, transaction expenses and other, net.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, which involve risk and uncertainties. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may be,” “continue’” “could,” “potential,” “objective,” “plan,” “seek,” “predict,” “project” and “will be” and similar expressions are intended to identify forward-looking statements. The Company’s actual results could differ significantly from the results discussed in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and, when filed, in our Quarterly Report on Form 10-Q for the period ended June 30, 2023. 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) Exhibits.
| Exhibit No. | Exhibit | |||||||
| Press Release issued on August 3, 2023, regarding financial results for the second quarter ended June 30, 2023. | ||||||||
| Investor presentation of Vector Group Ltd. dated August 2023 (furnished pursuant to Regulation FD). | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: August 4, 2023
FOR IMMEDIATE RELEASE
| Contact: | Columbia Clancy/Catherine Livingston | |||||||
| FGS Global | ||||||||
| 212-687-8080 (U.S.) | ||||||||
| +44 (0)20 3178 8914 (Europe) | ||||||||
| J. Bryant Kirkland III, Vector Group Ltd. | ||||||||
| 305-579-8000 | ||||||||
VECTOR GROUP REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS
Tobacco segment continues to benefit from Montego brand strategy
Second Quarter 2023 Highlights:
•Consolidated revenues of $365.7 million, down 5.6% or $21.5 million compared to the prior year period.
•Tobacco segment revenues of $365.7 million, down 2.3% or $8.7 million compared to the prior year period.
•Tobacco segment wholesale and retail market share increased to 5.4% and 5.8% from 5.3% and 5.5%, respectively, in the prior year period.
•Operating income of $71.6 million, down 21.0% or $19.1 million compared to the prior year period.
•Tobacco segment operating income of $75.1 million, down 15.0% or $13.2 million compared to the prior year period. The decline resulted from an accrual of $18 million to settle long-standing litigation and was partially offset by a higher gross margin from price increases.
•Adjusted EBITDA of $94.1 million, down 1.1% or $1.0 million compared to the prior year period.
•Tobacco Adjusted EBITDA of $94.7 million, up 5.3% or $4.8 million compared to the prior year period.
First Half 2023 Highlights:
•Consolidated revenues of $699.8 million, up 0.1% or $0.6 million compared to the prior year period.
•Tobacco segment revenues of $699.8 million, up 2.4% or $16.4 million compared to the prior year period.
•Tobacco segment wholesale and retail market share increased to 5.5% and 5.8% from 5.3% and 5.3%, respectively, in the prior year period.
•Operating income of $145.9 million, down 12.0% or $19.9 million compared to the prior year period.
•Tobacco segment operating income of $153.7 million, down 7.4% or $12.3 million compared to the prior year period.
•Adjusted EBITDA remained flat at $172.2 million compared to the prior year period.
•Tobacco Adjusted EBITDA of $174.6 million, up 4.6% or $7.7 million compared to the prior year period.
MIAMI, FL, August 3, 2023 - Vector Group Ltd. (NYSE:VGR) today announced financial results for the three and six months ended June 30, 2023.
“Vector Group performed well in the first half of 2023 as we continued to benefit from the gradual transition of our Montego brand strategy,” said Howard M. Lorber, President and Chief Executive Officer of Vector Group Ltd. “In the second half of 2023, we remain focused on optimizing long-term profit by effectively managing our volume, pricing and market share to generate long-term value for our stockholders.”
GAAP Financial Results
Three months ended June 30, 2023 and 2022. Second quarter 2023 revenues were $365.7 million, compared to revenues of $387.2 million in the second quarter of 2022. The Company recorded operating income of $71.6 million in the second quarter of 2023, compared to operating income of $90.7 million in the second quarter of 2022. Net income for the second quarter of 2023 was $38.1 million, or $0.24 per diluted common share, compared to net income of $39.2 million, or $0.25 per diluted common share, in the second quarter of 2022.
Six months ended June 30, 2023 and 2022. For the six months ended June 30, 2023, revenues were $699.8 million, compared to revenues of $699.2 million for the six months ended June 30, 2022. The Company recorded operating income of $145.9 million for the six months ended June 30, 2023, compared to operating income of $165.8 million for the six months ended June 30, 2022. Net income for the six months ended June 30, 2023 was $72.8 million, or $0.46 per diluted common share, compared to net income of $71.7 million, or $0.45 per diluted common share, for the six months ended June 30, 2022.
Non-GAAP Financial Measures
Three months ended June 30, 2023 compared to the three months ended June 30, 2022
Adjusted EBITDA (as described in Table 2 attached hereto) were $94.1 million for the second quarter of 2023, compared to $95.1 million for the second quarter of 2022.
Adjusted Net Income (as described in Table 3 attached hereto) was $50.8 million, or $0.32 per diluted share, for the second quarter of 2023, compared to $40.2 million, or $0.25 per diluted share, for the second quarter of 2022.
Adjusted Operating Income (as described in Table 4 attached hereto) was $89.7 million for the second quarter of 2023, compared to $90.8 million for the second quarter of 2022.
Six months ended June 30, 2023 compared to the six months ended June 30, 2022
Adjusted EBITDA (as described in Table 2 attached hereto) were $172.2 million for the six months ended June 30, 2023, compared to $172.2 million for the six months ended June 30, 2022.
Adjusted Net Income (as described in Table 3 attached hereto) was $84.8 million, or $0.54 per diluted share, for the six months ended June 30, 2023, compared to $66.8 million, or $0.42 per diluted share, for the six months ended June 30, 2022.
Adjusted Operating Income (as described in Table 4 attached hereto) was $164.0 million for the six months ended June 30, 2023, compared to $163.8 million for the six months ended June 30, 2022.
Consolidated Balance Sheet
Vector Group maintained significant liquidity at June 30, 2023 with cash and cash equivalents of $330.3 million, including $102.9 million of cash at its Tobacco segment, investment securities of $116.1 million and long-term investments of $44.8 million.
Vector Group continued its longstanding history of paying a quarterly cash dividend in the second quarter of 2023. For the six months ended June 30, 2023, Vector Group returned a total of $64 million to stockholders at a quarterly rate of $0.20 per common share.
Tobacco Segment Financial Results
For the second quarter of 2023, the Tobacco segment had revenues of $365.7 million, compared to $374.3 million for the second quarter of 2022. For the six months ended June 30, 2023, the Tobacco segment had revenues of $699.8 million, compared to $683.4 million for the six months ended June 30, 2022.
Operating Income from the Tobacco segment was $75.1 million and $153.7 million for the three and six months ended June 30, 2023, respectively, compared to $88.3 million and $166.0 million for the three and six months ended June 30, 2022, respectively.
Non-GAAP Financial Measures
Tobacco Adjusted Operating Income (as described in Table 5 attached hereto) for the second quarter of 2023 was $93.2 million compared to $88.4 million for the second quarter of 2022. Tobacco Adjusted Operating Income for the six months ended June 30, 2023 was $171.8 million, compared to $164.0 million for the six months ended June 30, 2022.
Operational Metrics
For the second quarter of 2023, the Tobacco segment had conventional cigarette (wholesale) shipments of approximately 2.52 billion units, compared to 2.74 billion units for the second quarter of 2022. For the six months ended June 30, 2023, the Tobacco segment had conventional cigarette (wholesale) shipments of approximately 4.87 billion units, compared to 5.04 billion units for the six months ended June 30, 2022.
According to data from Management Science Associates, Inc., for the second quarter of 2023, the Tobacco segment’s wholesale market share increased to 5.4%, up from to 5.3% for the second quarter of 2022. For the six months ended June 30, 2023, the Tobacco segment’s wholesale market share increased to 5.5%, up from 5.3% for the six months ended June 30, 2022. The Tobacco segment’s wholesale shipments in the second quarter of 2023 declined by 7.9% compared to the second quarter of 2022, while the overall industry’s wholesale shipments declined by 8.9%. The Tobacco segment’s wholesale shipments for the six months ended June 30, 2023 declined by 3.2% compared to the six months ended June 30, 2022, while the overall industry’s wholesale shipments declined by 7.6%.
According to data from Management Science Associates, Inc., for the second quarter of 2023, the Tobacco segment’s retail market share increased to 5.8%, up from 5.5% for the second quarter of 2022. For the six months ended June 30, 2023, the Tobacco segment’s retail market share increased to 5.8%, up from 5.3% for the six months ended June 30, 2022. The Tobacco segment’s retail shipments in the second quarter of 2023 declined by 1.8% compared to the second quarter of 2022, while the overall industry’s retail shipments declined by 7.1%. The Tobacco segment’s retail shipments for the six months ended June 30, 2023 declined by 0.2% compared to the six months ended June 30, 2022, while the overall industry’s retail shipments declined by 8.0%.
Non-GAAP Financial Measures
Adjusted EBITDA, Adjusted Net Income, Adjusted Operating Income, Tobacco Adjusted Operating Income, and Tobacco Adjusted EBITDA (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 enhance 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.
Management uses the Non-GAAP Financial Measures as measures to review and assess operating performance of the Company’s business, and management does and investors should review both the overall performance (GAAP net income) and the operating performance (the Non-GAAP Financial Measures) of the Company’s business. While management considers the Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, the Non-GAAP Financial Measures are susceptible to varying calculations and the Company’s measurement of the Non-GAAP Financial Measures may not be comparable to those of other companies.
Reconciliations of Non-GAAP Financial Measures to the comparable GAAP financial results for the three and six months ended June 30, 2023 and 2022 are included in Tables 2 through 5.
Conference Call to Discuss Second Quarter 2023 Results
As previously announced, the Company will host a conference call and webcast on Friday, August 4, 2023 at 8:30 AM (ET) to discuss its quarterly period and six months results. Investors may access the call via live webcast at https://www.webcaster4.com/Webcast/Page/2271/48791. Please join the webcast at least ten minutes prior to the start time.
A replay of the call will be available shortly after the call ends on August 4, 2023 through August 18, 2023 at https://www.webcaster4.com/Webcast/Page/2271/48791.
About Vector Group Ltd.
Vector Group is a holding company for Liggett Group LLC, Vector Tobacco LLC, and New Valley LLC. Additional information concerning the Company is available on the Company’s website, www.VectorGroupLtd.com.
Investors and others should note that we may post information about the Company or its subsidiaries on our website at www.VectorGroupLtd.com and/or at the websites of those subsidiaries or, if applicable, on their accounts on LinkedIn, TikTok, Twitter or other social media platforms. It is possible that the postings or releases could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in the Company to review the information we post on our website at www.VectorGroupLtd.com, on the websites of our subsidiaries and on their social media accounts.
Forward-Looking and Cautionary Statements
This press release includes forward-looking statements within the meaning of the federal securities law. All statements other than statements of historical or current facts made in this document are forward-looking. We identify forward-looking statements in this document by using words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may be,” “continue,” “could,” “potential,” “objective,” “plan,” “seek,” “predict,” “project” and “will be” and similar words or phrases or their negatives. Forward-looking statements reflect our current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons.
Risks and uncertainties that could cause our actual results to differ significantly from our current expectations are described in our 2022 Annual Report on Form 10-K and, when filed, in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. We undertake no responsibility to publicly update or revise any forward-looking statement except as required by applicable law.
[Financial Tables Follow]
TABLE 1
VECTOR GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Tobacco* | $ | 365,662 | $ | 374,312 | $ | 699,807 | $ | 683,360 | |||||||||||||||
| Real estate | — | 12,890 | — | 15,884 | |||||||||||||||||||
| Total revenues | 365,662 | 387,202 | 699,807 | 699,244 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| Tobacco* | 248,984 | 265,189 | 481,270 | 476,726 | |||||||||||||||||||
| Real estate | — | 6,049 | — | 7,327 | |||||||||||||||||||
| Total cost of sales | 248,984 | 271,238 | 481,270 | 484,053 | |||||||||||||||||||
| Operating, selling, administrative and general expenses | 26,930 | 25,196 | 54,222 | 49,225 | |||||||||||||||||||
| Litigation settlement and judgment expense | 18,105 | 57 | 18,375 | 129 | |||||||||||||||||||
| Operating income | 71,643 | 90,711 | 145,940 | 165,837 | |||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Interest expense | (27,124) | (30,724) | (54,598) | (55,822) | |||||||||||||||||||
| Loss on extinguishment of debt | (40) | — | (181) | — | |||||||||||||||||||
| Equity in earnings (losses) from investments | 959 | (2,311) | 800 | (4,553) | |||||||||||||||||||
| Equity in earnings (losses) from real estate ventures | 2,954 | (460) | 1,061 | (2,337) | |||||||||||||||||||
| Other, net | 4,791 | (3,094) | 8,411 | (4,239) | |||||||||||||||||||
| Income before provision for income taxes | 53,183 | 54,122 | 101,433 | 98,886 | |||||||||||||||||||
| Income tax expense | 15,094 | 14,969 | 28,603 | 27,191 | |||||||||||||||||||
| Net income | $ | 38,089 | $ | 39,153 | $ | 72,830 | $ | 71,695 | |||||||||||||||
| Per basic common share: | |||||||||||||||||||||||
| Net income applicable to common shares | $ | 0.24 | $ | 0.25 | $ | 0.46 | $ | 0.46 | |||||||||||||||
| Per diluted common share: | |||||||||||||||||||||||
| Net income applicable to common shares | $ | 0.24 | $ | 0.25 | $ | 0.46 | $ | 0.45 | |||||||||||||||
* Revenues and cost of sales include federal excise taxes of $126,750, $137,884, $244,568 and $253,963 for the three and six months ended June 30, 2023 and 2022, respectively.
TABLE 2
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||
| June 30, | December 31, | June 30, | June 30, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Net income | $ | 159,836 | $ | 158,701 | $ | 38,089 | $ | 39,153 | $ | 72,830 | $ | 71,695 | |||||||||||||||||||||||
| Interest expense | 109,441 | 110,665 | 27,124 | 30,724 | 54,598 | 55,822 | |||||||||||||||||||||||||||||
| Income tax expense | 63,273 | 61,861 | 15,094 | 14,969 | 28,603 | 27,191 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 6,998 | 7,218 | 1,731 | 1,793 | 3,423 | 3,643 | |||||||||||||||||||||||||||||
| EBITDA | $ | 339,548 | $ | 338,445 | $ | 82,038 | $ | 86,639 | $ | 159,454 | $ | 158,351 | |||||||||||||||||||||||
| Equity in (earnings) losses from investments (a) | (358) | 4,995 | (959) | 2,311 | (800) | 4,553 | |||||||||||||||||||||||||||||
| Equity in losses (earnings) from real estate ventures (b) | 2,548 | 5,946 | (2,954) | 460 | (1,061) | 2,337 | |||||||||||||||||||||||||||||
| (Gain) loss on extinguishment of debt | (231) | (412) | 40 | — | 181 | — | |||||||||||||||||||||||||||||
| Stock-based compensation expense (c) | 7,881 | 7,848 | 2,644 | 2,570 | 4,750 | 4,717 | |||||||||||||||||||||||||||||
| Litigation settlement and judgment expense (d) | 18,485 | 239 | 18,105 | 57 | 18,375 | 129 | |||||||||||||||||||||||||||||
| Impact of MSA settlement (e) | (311) | (2,123) | — | — | (311) | (2,123) | |||||||||||||||||||||||||||||
| Other, net | (15,396) | (2,746) | (4,791) | 3,094 | (8,411) | 4,239 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 352,166 | $ | 352,192 | $ | 94,123 | $ | 95,131 | $ | 172,177 | $ | 172,203 | |||||||||||||||||||||||
| Adjusted EBITDA by Segment | |||||||||||||||||||||||||||||||||||
| Tobacco | $ | 358,821 | $ | 351,131 | $ | 94,687 | $ | 89,883 | $ | 174,649 | $ | 166,959 | |||||||||||||||||||||||
| Real Estate | 384 | 8,082 | 148 | 6,873 | 210 | 7,908 | |||||||||||||||||||||||||||||
| Corporate and Other | (7,039) | (7,021) | (712) | (1,625) | (2,682) | (2,664) | |||||||||||||||||||||||||||||
| Total | $ | 352,166 | $ | 352,192 | $ | 94,123 | $ | 95,131 | $ | 172,177 | $ | 172,203 | |||||||||||||||||||||||
a.Represents equity in (earnings) losses recognized from investments that the Company accounts for under the equity method.
b.Represents equity in losses (earnings) recognized from the Company’s investment in certain real estate ventures that are accounted for under the equity method and are not consolidated in the Company’s financial results.
c.Represents amortization of stock-based compensation.
d.Represents accruals for litigation in the Tobacco segment.
e.Represents the Tobacco segment’s settlement of long-standing disputes related to the Master Settlement Agreement.
TABLE 3
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED NET INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income | $ | 38,089 | $ | 39,153 | $ | 72,830 | $ | 71,695 | |||||||||||||||
| Loss on extinguishment of debt | 40 | — | 181 | — | |||||||||||||||||||
| Litigation settlement and judgment expense (a) | 18,105 | 57 | 18,375 | 129 | |||||||||||||||||||
| Impact of MSA settlement (b) | — | — | (311) | (2,123) | |||||||||||||||||||
| Impact of net interest expense capitalized to real estate ventures | (1,072) | 1,685 | (2,113) | (2,011) | |||||||||||||||||||
| Expense related to Tax Disaffiliation indemnification (c) | — | 553 | — | 553 | |||||||||||||||||||
| Adjustment for derivative associated with guarantee | — | (783) | — | (2,464) | |||||||||||||||||||
| Total adjustments | 17,073 | 1,512 | 16,132 | (5,916) | |||||||||||||||||||
| Tax (benefit) expense related to adjustments | (4,407) | (449) | (4,164) | 1,034 | |||||||||||||||||||
| Adjusted Net Income | $ | 50,755 | $ | 40,216 | $ | 84,798 | $ | 66,813 | |||||||||||||||
| Per diluted common share: | |||||||||||||||||||||||
| Adjusted Net Income applicable to common shares | $ | 0.32 | $ | 0.25 | $ | 0.54 | $ | 0.42 | |||||||||||||||
a.Represents accruals for litigation in the Tobacco segment.
b.Represents the Tobacco segment’s settlement of long-standing disputes related to the Master Settlement Agreement.
c.Represents amounts accrued under the Company’s Tax Disaffiliation Agreement related to certain tax liabilities of Douglas Elliman Inc. prior to its distribution on December 29, 2021.
TABLE 4
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED OPERATING INCOME
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||
| June 30, | December 31, | June 30, | June 30, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Operating income | $ | 319,113 | $ | 339,010 | $ | 71,643 | $ | 90,711 | $ | 145,940 | $ | 165,837 | |||||||||||||||||||||||
| Litigation settlement and judgment expense (a) | 18,485 | 239 | 18,105 | 57 | 18,375 | 129 | |||||||||||||||||||||||||||||
| Impact of MSA settlement (b) | (311) | (2,123) | — | — | (311) | (2,123) | |||||||||||||||||||||||||||||
| Total adjustments | 18,174 | (1,884) | 18,105 | 57 | 18,064 | (1,994) | |||||||||||||||||||||||||||||
| Adjusted Operating Income | $ | 337,287 | $ | 337,126 | $ | 89,748 | $ | 90,768 | $ | 164,004 | $ | 163,843 | |||||||||||||||||||||||
a.Represents accruals for litigation in the Tobacco segment.
b.Represents the Tobacco segment’s settlement of long-standing disputes related to the Master Settlement Agreement.
TABLE 5
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF TOBACCO ADJUSTED OPERATING INCOME
AND TOBACCO ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||
| June 30, | December 31, | June 30, | June 30, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Tobacco Adjusted Operating Income: | |||||||||||||||||||||||||||||||||||
| Operating income from Tobacco segment | $ | 334,794 | $ | 347,044 | $ | 75,122 | $ | 88,332 | $ | 153,721 | $ | 165,971 | |||||||||||||||||||||||
| Litigation settlement and judgment expense (a) | 18,485 | 239 | 18,105 | 57 | 18,375 | 129 | |||||||||||||||||||||||||||||
| Impact of MSA settlement (b) | (311) | (2,123) | — | — | (311) | (2,123) | |||||||||||||||||||||||||||||
| Total adjustments | 18,174 | (1,884) | 18,105 | 57 | 18,064 | (1,994) | |||||||||||||||||||||||||||||
| Tobacco Adjusted Operating Income | $ | 352,968 | $ | 345,160 | $ | 93,227 | $ | 88,389 | $ | 171,785 | $ | 163,977 | |||||||||||||||||||||||
| LTM | Year Ended | Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||
| June 30, | December 31, | June 30, | June 30, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Tobacco Adjusted EBITDA: | |||||||||||||||||||||||||||||||||||
| Operating income from Tobacco segment | $ | 334,794 | $ | 347,044 | $ | 75,122 | $ | 88,332 | $ | 153,721 | $ | 165,971 | |||||||||||||||||||||||
| Litigation settlement and judgment expense (a) | 18,485 | 239 | 18,105 | 57 | 18,375 | 129 | |||||||||||||||||||||||||||||
| Impact of MSA settlement (b) | (311) | (2,123) | — | — | (311) | (2,123) | |||||||||||||||||||||||||||||
| Total adjustments | 18,174 | (1,884) | 18,105 | 57 | 18,064 | (1,994) | |||||||||||||||||||||||||||||
| Tobacco Adjusted Operating Income | 352,968 | 345,160 | 93,227 | 88,389 | 171,785 | 163,977 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 5,745 | 5,901 | 1,419 | 1,475 | 2,796 | 2,952 | |||||||||||||||||||||||||||||
| Stock-based compensation expense | 108 | 70 | 41 | 19 | 68 | 30 | |||||||||||||||||||||||||||||
| Total adjustments | 5,853 | 5,971 | 1,460 | 1,494 | 2,864 | 2,982 | |||||||||||||||||||||||||||||
| Tobacco Adjusted EBITDA | $ | 358,821 | $ | 351,131 | $ | 94,687 | $ | 89,883 | $ | 174,649 | $ | 166,959 | |||||||||||||||||||||||
a. Represents accruals for litigation in the Tobacco segment.
b. Represents the Tobacco segment’s settlement of long-standing disputes related to the Master Settlement Agreement.
TABLE 6
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF REVENUES
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||
| June 30, | December 31, | June 30, | June 30, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| Tobacco (a) | $ | 1,441,572 | $ | 1,425,125 | $ | 365,662 | $ | 374,312 | $ | 699,807 | $ | 683,360 | ||||||||||||||||||||||||||
| Real estate | — | 15,884 | — | 12,890 | — | 15,884 | ||||||||||||||||||||||||||||||||
| Total revenues | $ | 1,441,572 | $ | 1,441,009 | $ | 365,662 | $ | 387,202 | $ | 699,807 | $ | 699,244 | ||||||||||||||||||||||||||
a.Tobacco segment revenues include federal excise taxes of $511,365 for the last twelve months ended June 30, 2023, $520,760 for the year ended December 31, 2022, and $126,750, $244,568, $137,884 and $253,963 for the three and six months ended June 30, 2023 and 2022, respectively.
Investor Presentation August 2023 1
Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“Vector,” “Vector Group Ltd.” or the “Company”) or its subsidiaries 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. 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. 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, 2022, as filed with the SEC, and, when filed, Vector’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2023. Please also refer to Vector's Current Reports on Form 8- K, filed on October 2, 2015, November 15, 2016, June 14, 2018, May 3, 2019, February 25, 2021, February 16, 2023 and August 4, 2023 (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 "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 1) Vector’s net income was $158.7 million for the year ended December 31, 2022. Adjusted EBITDA is a Non-GAAP Financial Measure. Please refer to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed August 4, 2023 (Table 2), for a reconciliation of net income to Adjusted EBITDA. Please also refer to the Disclaimer to this document on Page 2. 2) Vector's operating income from the tobacco segment was $347.0 million for the year ended December 31, 2022. Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in the Company’s Current Report on Form 8-K, filed August 4, 2023. Please also refer to the Disclaimer to this document on Page 2. 3 Holding company with two primary businesses GAAP financial results History of strong earnings $352.2M Adjusted EBITDA for the twelve months ended June 30, 2023(1) $358.8M Tobacco Adjusted EBITDA for the twelve months ended June 30, 2023(2) Reported GAAP net income of $158.7 million for the year ended December 31, 2022 and $159.8 million for the twelve months ended June 30, 2023 Reported operating income of $339.0 million for the year ended December 31, 2022 and $319.1 million for the twelve months ended June 30, 2023 Tobacco Offers the best value propositions in the U.S. cigarette industry Real Estate Diversified portfolio of real estate ventures On December 29, 2021, Vector completed the distribution to its stockholders of Douglas Elliman Inc. as a standalone publicly traded company
Investment Highlights & Portfolio (cont.) 1) Cost advantage only applies to cigarettes sold below applicable market share exemption (approximately 1.93% of total cigarettes sold in the United States). 4 Maintains substantial liquidity Seasoned management team MSA cost advantage 29 years average tenure of CEO, COO, CFO and General Counsel with Vector as of June 30, 2023 7% of Vector’s equity is beneficially owned by management team and directors Perpetual cost advantage over the largest U.S. tobacco companies $388M of cash, marketable securities and long-term investments at holding company as of June 30, 2023 $160M-$170M annual cost advantage range from 2013 to 2022(1) $103M of cash at Liggett as of June 30, 2023, which will be primarily used to pay Liggett's current MSA liability ($135.7 million at June 30, 2023) + = of consolidated cash, marketable securities and long-term investments as of June 30, 2023 $491M
Tobacco Operations 5
Consistent and strong cash flow Overview 6 4th largest U.S. cigarette manufacturer; founded in 1873 Core Discount Brands Montego, Eagle 20’s, Pyramid, Grand Prix, Liggett Select and Eve Average Retail Prices Below Leading Premium Brand 30% 10%50% Discount Category Momentum and growth for brands priced in the deep discount segment Approximately 35% of current volumes exempt from payment due to perpetual MSA grandfathered market share Partner Brands USA, Bronson and Tourney $358.8M Tobacco Adjusted EBITDA for the twelve months ended June 30, 2023(1) $14.6M capital expenditures with capital requirements related to tobacco operations for the twelve months ended June 30, 2023, including $10 million on factory modernization (below) $13.4M current capital expenditure commitments, of which $10 million (above) has been funded, associated with factory modernization throughout 2023 and 2024. $0.92 (2) current cost advantage per pack on first 1.93% of cigarettes sold in the United States compared to the largest U.S. tobacco companies Pursuant to the MSA Liggett has no payment obligations unless its market share exceeds an exemption of approximately 1.65% of total cigarettes sold in the United States, Vector Tobacco has no payment obligations unless its market share exceeds an exemption of approximately 0.28% of total cigarettes sold in the United States 1) Vector's operating income from the tobacco segment was $347.0 million for the year ended December 31, 2022 and $334.8 million for the twelve months ended June 30, 2023. Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in the Company’s Current Report on Form 8-K, filed August 4, 2023. 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). $160M-$170M (2) MSA exemption annual cost advantage range for Liggett and Vector Tobacco from 2013 to 2022
History 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) Vector’s operating income from the tobacco segment was $319.5, $360.3 and $347.0 for the years ended December 31, 2020, 2021 and 2022, respectively and $334.8 million for the twelve months ended June 30, 2023. Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in Table 2 and Table 5 of Exhibit 99.1 to the Company’s Current Reports on Form 8-K, filed on February 25, 2021, February 16, 2023 and August 4, 2023. Please also refer to Table 2 of Exhibit 99.2 to the Company’s Current Reports on Form 8-K, filed October 2, 2015, November 15, 2016, and Table 5 of Exhibit 99.1 to the Company's Current Report on Form 8-K, filed February 25, 2021. 7 T o b ac co A d ju st e d EB IT D A (1 ) ($ M ill io n s) D o m e stic M arke t S h are MSA, which was signed in November 1998, became effective and Liggett, as a Subsequent Participating Manufacturer, established perpetual cost advantage over three largest U.S. tobacco companies. Liggett also introduced deep discount brand Liggett Select taking advantage of the Company’s cost advantage resulting from the MSA Liggett maintains its focus on maximizing long-term Tobacco Adjusted EBITDA by effectively managing pricing, volumes and market share Today Repositioned Eagle 20’s as a national deep discount brand Repositioned Pyramid as a deep-discount brand in response to a large Federal Excise Tax increase Relaunched deep discount brand Grand Prix 1999 2005 2009 2013 Expansion of Deep Discount brand Montego to all markets 2020-2021 $ 79 $ 77 $ 12 1 $ 11 1 $ 12 7 $ 13 0 $ 14 4 $ 14 6 $ 15 8 $ 17 0 $ 16 5 $ 15 8 $ 17 4 $ 18 6 $ 19 8 $ 20 9 $ 24 3 $ 26 8 $ 25 3 $ 24 9 $ 27 0 $ 32 8 $ 36 4 $ 35 1 $ 35 9 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% 3.3% 3.7% 4.0% 4.0% 4.1% 4.1% 5.4% 5.6%
Adjusted U.S. Tobacco Industry Market Share(1), (2) 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 (last twelve months) ended June 30, 2023. 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 Prominent Premium brand, and sold a portfolio of brands. 2) Does not include smaller manufacturers, whose cumulative market shares were 9.8%, 7.9%, 8.9% and 10.6% in 2003, 2006, 2014 and in the LTM June 30, 2023, respectively. 8 46.7% 48.8% 47.4% 43.8% 20.9% 19.2% 18.4% 14.2% 2.9% 3.7% 2.7% 3.7% 2.4% 2.4% 3.4% 5.6% 0.3% 0.4% 1.5% 3.0% 7.7% 8.8% 12.4% 12.5% 9.3% 8.8% 6.7% 6.7% 2003 2006 2014 LTM 6/30/2023 2003 2006 2014 LTM 6/30/2023 2003 2006 2014 LTM 6/30/2023 2003 2006 2014 LTM 6/30/2023 28.9% 28.4% 32.4% 29.7% Philip Morris USA Reynolds American Liggett 2.89% 3.65% 2.71% 3.65% 2.44% 2.36% 3.36% 5.56% 9.26% 8.81% 6.74% 6.70% 2003 2006 2014 LTM 6/30/2023 2003 2006 2014 LTM 6/30/2023 12.15% 12.47% 9.45% 10.35% 12.2% 12.5% 9.5% 10.4% Newport – Prominent Premium brand acquired by RAI in 2015 Brands acquired by ITG in 2015 Legacy brands Santa Fe tobacco – acquired by RAI in 2002 ITG Brands
U.S. Cigarette Industry Volume Change by Segment(1) 9 -10.7% -14.1% 16.9% -20% -15% -10% -5% 0% 5% 10% 15% 20% Premium Traditional Discount Deep Discount C ha ng e in V o lu m e 87.9% of Deep Discount Volume is Sold in Non-EDLP Outlets(2), (3) Source: Management Science Associates, Inc.’s ("MSAi") RIS Database for the 52 weeks ended July 1, 2023. The source for the database is reporting by tobacco distributors, who are constituents of the MSAi RIS database and represent approximately 95% of distributor shipments to retailers selling cigarettes in the United States. 1) For the 52 weeks ended July 1, 2023. 2) The Deep Discount category currently includes brands whose national average retail price is approximately 50% lower than the average of the leading Premium cigarette brands. Montego, which represented 56% of Liggett’s volume for the 52 weeks ended July 1, 2023, is included in the Deep Discount category and all other Liggett brands are included in the Traditional Discount category. 3) Every Day Low Price (“EDLP”) stores are defined as retail stores participating in R. J. Reynolds Tobacco Company’s contractual trade program that requires such retail stores to price and sell a EDLP Brand to consumers, at equal to or less than the lowest price offered for any cigarette products sold in the store. Liggett’s unit sales volume was 44% in Traditional Discount and 56% in Deep Discount(2) U.S. Cigarette Industry unit sales volume was 15.8% in Traditional Discount and 13.1% in Deep Discount(2)
Liggett’s Volume is More Heavily Weighted in Non-EDLP Stores(1) 10 18.9% 81.1% EDLP Non-EDLP 53.0% 47.0% EDLP Non-EDLP Liggett Industry Source: MSAi’s RIS Database for the 52 Weeks Ended July 1, 2023. 1) EDLP stores are defined as retail stores participating in R. J. Reynolds Tobacco Company’s contractual trade program that requires such retail stores to price and sell an EDLP Brand to consumers, at equal to or less than the lowest price offered for any cigarette products sold in the store. (1) (1)(1) (1)
Wholesale List Price Increases in 2021, 2022 and 2023 11 Brands Liggett Select, Eve and Grand PrixPyramidEagle 20'sMontegoActionEffective Date Amount per pack 2021 $ 0.14$ 0.14$ 0.14$ -List Price increaseJanuary 25, 2021 0.140.140.14-List Price increaseJune 28, 2021 0.150.150.15-List Price increaseSeptember 27, 2021 2022 $ 0.15$ 0.15$ 0.15$ 0.10List Price increaseJanuary 31, 2022 0.160.160.16-List Price increaseApril 29, 2022 ---0.10Promotional spending reductionMay 1, 2022 0.160.160.160.16List Price increaseJuly 29, 2022 0.160.160.160.10List Price increase October 28, 2022 2023 $ 0.16$ 0.16$ 0.16$ 0.10List Price increaseJanuary 27, 2023 0.200.160.160.16List Price increaseApril 28, 2023
Average per Pack Price (Retail)–EDLP Stores(1) and Non-EDLP(1), (2) Stores 12 $8.61 $7.38 $5.47 $7.75 $6.65 N/A $8.64 $8.10 $6.78 $7.69 $6.23 $4.68 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 Largest Premium Brand Largest Discount Brand Prominent Discount Brand Relaunched In 2021 Pyramid Eagle 20's Montego A ve ra g e P ac k P ric e EDLP Non-EDLP (1), (2) (1), (2) Source: Company estimates in Liggett's markets for the 13 weeks ended July 1, 2023. 1) EDLP stores are defined as retail stores participating in R. J. Reynolds Tobacco Company’s contractual trade program that requires such retail stores to price and sell a EDLP Brand to consumers, at equal to or less than the lowest price offered for any cigarette products sold in the store. 2) Company retail pricing estimates include State Excise Tax and, as such, average brand pricing estimates maybe impacted by the degree of geographic diversity in the retail store population sample.
Liggett’s Distribution is Value-Focused 13 45.2% 36.6% 8.1% 9.1% Convenience Stores Tobacco Outlets, Mass Merchandisers and Variety Stores Grocery Stores All Other 65.6%13.4% 5.9% 15.1% Convenience Stores Tobacco Outlets, Mass Merchandisers and Variety Stores Grocery Stores All Other Liggett Industry Source: MSAi’s RIS Database for the 52 weeks ended July 1, 2023.
Analysis of Retail Volume – EDLP(1), (2) Stores and Non-EDLP(1), (2) Stores 14 57.4% 76.8% 83.7% 50.2% 20.4% 7.8% 40.6% 23.2% 16.3% 49.8% 79.6% 92.2% 0% 20% 40% 60% 80% 100% Largest Premium Brand Largest Discount Brand Prominent Discount Brand Relaunched In 2021 Pyramid Eagle 20's Montego % o f B ra nd V o lu m e EDLP Non-EDLP(1), (2) Source: MSAi's RIS Database for the 13 weeks ended July 1, 2023. 1) EDLP stores are defined as retail stores participating in R. J. Reynolds Tobacco Company’s contractual trade program that requires such retail stores to price and sell a EDLP Brand to consumers, at equal to or less than the lowest price offered for any cigarette products sold in the store. 2) Company retail pricing estimates include State Excise Tax and, as such, average brand pricing estimates maybe impacted by the degree of geographic diversity in the retail store population sample. (1), (2)
Tobacco Litigation and Regulatory Updates Litigation — In 2013, Liggett reached a settlement with approximately 4,900 Engle progeny plaintiffs • Liggett is paying approximately $4.0 million annually until 2028 • As of June 30, 2023. 16 Engle progeny cases remain pending — Liggett is also a defendant in 51 non-Engle smoking-related individual cases — There are two purported class actions and a health care cost recovery action pending, but all are inactive — The Mississippi Attorney General filed a motion to enforce Mississippi’s 1996 settlement agreement with Liggett and alleged that Liggett owed Mississippi approximately $40 million in damages (including interest through June 2023). The parties recently reached an agreement in principle to settle this matter for $18 million. Regulatory — Since 1998, the MSA has restricted the advertising and marketing of tobacco products — Certain states and cities have passed legislation, among other things, banning the sale of menthol cigarettes — Family Smoking Prevention and Tobacco Control Act (2009) granted the FDA the authority to regulate (but not ban) tobacco products • On May 4, 2022, FDA published a proposed rule to prohibit menthol as a characterizing flavor in cigarettes and the final rule is expected to be adopted in 2023 • On June 21, 2022, the FDA indicated it plans to publish a proposed rule in 2023 that establishes a tobacco product standard reducing the level of nicotine in cigarettes to non-addictive levels 15
Real Estate Operations 16
Real Estate Overview New Valley LLC owns interests in real estate ventures operating in different asset classes, including condominium and mixed-use developments, apartment buildings, hotels and commercial properties New Valley has approximately $176 million(1) invested, as of June 30, 2023, in a broad portfolio of real estate ventures On December 29, 2021, Vector completed the distribution to its stockholders of Douglas Elliman Inc. as a standalone public company. Douglas Elliman Inc. (NYSE: DOUG) owns the real estate brokerage, ancillary services operations and PropTech investment businesses formerly owned by Vector through New Valley. New Valley’s interest in numerous real estate properties and projects remain owned by Vector. 1) Net of cash returned. 17
Real Estate Summary(1) 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 June 30, 2023, when filed. 2) Includes interest expense capitalized to real estate ventures of $12,907. 18 ($ Thousands) Net cash invested Cumulative earnings / (loss) (2) Carrying value(2) Projected construction end date Range of ownership Number of investments Real Estate Investments at Cost All other U.S. areas 6,000$ -$ 6,000$ N/A 2.5% 3 6,000$ -$ 6,000$ 3 Condominium and Mixed Use Development (Minority interest owned) New York City SMSA 33,715$ (15,111)$ 18,604$ 2023 - 2024 4.1% - 27.0% 5 All other U.S. areas 81,530 (3,587) 77,943 2023 - 2025 12.5% - 77.8% 11 115,245$ (18,698)$ 96,547$ 16 Apartments (Minority interest owned) All other U.S. areas 13,175$ (4,757)$ 8,418$ N/A 50.00% 2 13,175$ (4,757)$ 8,418$ 2 Hotels (Minority interest owned) New York City SMSA 8,354$ (7,938)$ 416$ 2023 0.4% - 12.3% 3 International 6,048 (6,048) - N/A 49.0% 1 14,402$ (13,986)$ 416$ 4 Commercial and Other (Minority interest owned) New York City SMSA 12,270$ (4,758)$ 7,512$ N/A 49.0% 1 All other U.S. areas 2,965 5,291 8,256 N/A 1.6% 1 15,235$ 533$ 15,768$ 2 Total 164,057$ (36,908)$ 127,149$ 27 Summary New York City SMSA 54,339$ (27,807)$ 26,532$ 9 All other U.S. areas 103,670 (3,053) 100,617 17 International 6,048 (6,048) - 1 164,057$ (36,908)$ 127,149$ 27 ($ in thousands)
Financial Data 19
Adjusted Historical Financial Data 1) Revenues include federal excise taxes of $462, $435, $521. and $511, respectively. 2) On December 29, 2021, Vector Group Ltd. completed the distribution of its real estate brokerage, services and PropTech investment business into a new stand-alone public company, Douglas Elliman Inc. (NYSE:DOUG), through a distribution of Douglas Elliman’s common stock to Vector Group Ltd. stockholders. The historical results of the real estate brokerage, services and PropTech investment business owned by Douglas Elliman Inc. are excluded from revenues and are now reflected as income from discontinued operations, net of income taxes, in Vector Group Ltd.’s Consolidated Statements of Operations. 3) Vector’s net income for the periods presented was $92.9, $219.5 , $158.7 and $160.9, respectively. Adjusted EBITDA are a Non-GAAP Financial Measure. Please refer to the Company’s Current Reports on Form 8-K, filed on February 25, 2021, and February 16, 2023, respectively (Exhibit 99.1) for a reconciliation of Non-GAAP financial measures to GAAP. Please also refer to the table on Page 22 for a reconciliation of net income to Adjusted EBITDA. 4) Adjusted EBITDA has been computed using a reconciliation of GAAP to non-GAAP financial information on a continuing operations basis. The reconciliation is located on Page 23. Because Douglas Elliman Inc.’s results are reflected within discontinued operations, they are excluded from the financial information provided above. 20 $759 Revenues (1), (2) ($ in millions) $24 $18 $16 $- $1,205 $1,202 $1,425 $1,442 $1,229 $1,220 $1,441 $1,442 2020 2021 2022 LTM 6/30/2023 Adjusted EBITDA (3), (4) ($ in millions) ($16) ($19) ($7) ($7) $0 $4 $8 $… $328 $364 $351 $359 $311 $350 $352 $352 2020 2021 2022 Corporate & Other Real Estate Tobacco LTM 6/30/2023
Summary 21
Vector Group Vector Group Ltd., a holding company owning Tobacco and Real Estate businesses, and holding consolidated cash, investment securities and long-term investments of $491 million(1) at June 30, 2023 ($388 million, excluding cash at Liggett) Vector’s CEO, COO, CFO and General Counsel have an average tenure of 29 years with the Company and, along with directors, beneficially own approximately 7% of Vector’s common stock Tobacco segment Liggett is the fourth-largest U.S. cigarette manufacturer with 5.6% wholesale market share and 5.8% retail market share for the twelve months ended June 30, 2023 Liggett was the only major U.S. cigarette manufacturer to increase both market share and unit volumes when comparing unit sales for the twelve months ended June 30, 2013 to unit sales for the twelve months ended June 30, 2023 $358.8 million(2) of Tobacco Adjusted EBITDA for the twelve months ended June 30, 2023 Real Estate segment New Valley owns a diversified portfolio of non-consolidated real estate investments carried at $127 million at June 30, 2023. New Valley’s portfolio of real estate ventures exists in various markets throughout the U.S., including New York City, Miami, Los Angeles, Las Vegas and Nashville Summary 1) At June 30, 2023, the total amount of $491 million includes cash at Liggett of $103 million. 2) Vector's operating income from the tobacco segment was $347.0 million for the year ended December 31, 2022 and $334.8 million for the twelve months ended June 30, 2023. Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in the Company’s Current Reports on Form 8-K (Table 5), filed February 16, 2023 and August 4, 2023. Please also refer to the Disclaimer to this document on Page 2. 22
Adjusted EBITDA Reconciliation Source: Company filings. 1) Represents income recognized from changes in the fair value of the derivatives embedded in the Company’s convertible debt. 2) Represents equity in earnings recognized from investments that the Company accounts for under the equity method. Included in the amount are equity in earnings from Ladenburg Thalmann Financial Services of $53.4 million for the year ended December 31, 2020. 3) Represents equity in (earnings) losses recognized from the Company’s investment in certain real estate businesses that are not consolidated in its financial results. 4) Represents amortization of stock-based compensation. 5) Represents accruals for litigation in the tobacco segment.. 6) Represents the tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement. 7) Transaction expenses include expenses incurred in connection with the Company’s spin-off of Douglas Elliman Inc. into a standalone, public company, which occurred on December 29, 2021. 8) Some numbers may not add due to rounding 23 ($ Millions) ($ Millions) 2020 2021 2022 6/30/2023 6/30/2022 LTM 6/30/2023 Net income attributed to Vector Group Ltd. 92.9$ 219.5$ 158.7$ 72.8$ 71.7$ 159.8$ Net (income) loss attributed to Vector Group Ltd. from discontinued operations 34.0 (72.1) - - - - Interest Expense 121.3 112.7 110.7 54.6 55.8 109.5 Tax Expense 54.1 62.8 61.9 28.6 27.2 63.3 Net loss attributed to non-controlling interest - (0.2) - - - - Depreciation and Amortization 9.1 7.8 7.2 3.4 3.6 7.0 EBITDA 311.4$ 330.5$ 338.5$ 159.4$ 158.3$ 339.6$ Change in Fair Value of Derivatives Embedded Within Convertible Debt (1) (5.0) - - - - - Equity in (Earnings) Loss from Investments(2) (56.3) (2.7) 5.0 (0.8) 4.6 (0.4) Equity in Losses (Earnings) from Real Estate Ventures(3) 44.7 (10.3) 5.9 (1.1) 2.3 2.5 Loss (gain) on extinguishment of debt - 21.4 (0.4) 0.2 - (0.2) Stock-Based compensation expense (4) 9.5 14.8 7.8 4.8 4.7 7.9 Litigation settlement and judgment (income) expense (5) 0.3 0.2 0.2 18.4 0.1 18.5 Impact of MSA settlement (6) 0.3 (2.7) (2.1) (0.3) (2.1) (0.3) Transaction expenses (7) - 10.5 - - - - Net gains on sales of assets (2.3) (0.9) - - - - Other, net 8.6 (10.7) (2.7) (8.4) 4.3 (15.4) Adjusted EBITDA Attributed to Vector 311.4$ 350.1$ 352.2$ 172.2$ 172.2$ 352.2$ Operating Income (Loss) by Segment Tobacco 319.5$ 360.3$ 347.0$ 153.7$ 166.0$ 334.7$ Real Estate (0.6) 4.1 8.0 0.2 7.8 0.4 Corporate & Other (24.5) (43.9) (16.0) (8.0) (8.0) (16.0) Operating Income 294.4$ 320.4$ 339.0$ 145.9$ 165.8$ 319.1$ Adjusted EBITDA Attributed to Vector by Segment Tobacco 328.0$ 364.4$ 351.1$ 174.7$ 167.0$ 358.8$ Real Estate (0.3) 4.3 8.1 0.2 7.9 0.4 Corporate & Other (16.4) (18.6) (7.0) (2.7) (2.7) (7.0) Adjusted EBITDA Attributed to Vector 311.4$ 350.1$ 352.2$ 172.2$ 172.2$ 352.2$
